Berenberg Research Report as of November 28
Transcription
Berenberg Research Report as of November 28
BERENBERG EQUITY RESEARCH Capital Stage AG Buy A kick-start to growth Stanislaus von Thurn und Taxis Analyst +44 20 3465 2631 [email protected] 28 November 2013 Diversified Financials For our disclosures in respect of section 34b of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) and our disclaimer please see the end of this document. Please note that the use of this research report is subject to the conditions and restrictions set forth in the disclosures and the disclaimer at the end of this document. Table of contents A kick-start to exponential growth 4 Capital Stage – investment thesis in pictures 5 A kick-start to exponential growth 6 Capital Stage – investment thesis 15 Key investment point one: recurring revenues at low operational risk 24 Key investment point two: proven track record and existing portfolio 26 Key investment point three: non-recourse debt and cheap financing conditions 30 Key investment point four: strong growth potential in a niche market 32 Regulatory framework 36 Valuation and sensitivity analysis 42 Financials 48 Disclosures in respect of section 34b of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) 54 Contacts: Investment Banking 57 3 Capital Stage AG Small/Mid-Cap: Diversified Financials A kick-start to exponential growth ● Capital Stage (CS) has issued 13.5m new shares of common stock in a ● ● ● ● 4:1 rights offering at a subscription price of EUR3.65 with subscription rights to existing shareholders. Three core shareholders agreed to waive their rights. The new shares have been placed with institutional investors via an accelerated bookbuilding process. The rights issue has increased free float from 45% to 55%, boosted liquidity and makes the equity story more accessible to the capital markets. The equity raised will be used to finance the company’s large pipeline. In the last two years, CS has raised EUR78m of equity. Use of proceeds: CS successfully raised EUR49.3m which will be used to add further capacity to the existing 200MW solar and wind portfolio. Management confirms that the company has a pipeline of 400MW. The company plans to allocate EUR37m to its core markets, Germany and northern Italy, and EUR12m to new markets, eg France. The equity could potentially be levered to EUR245m but CS estimates EUR166m, which is an overall D/E ratio of 70/30. This includes all-equity deals which can be re-levered in the future. CS has recently announced the acquisition of an 8MW German PV plant at an IRR of 8% and is thus delivering on promises do far. Exponential growth of intact investment case: CS acquires turnkey projects on the secondary market. The company has access to cheap financing, special-purpose vehicle (SPV) leverage is around 80% at an average interest rate of 4.1%. The recurring and cash-generative nature of the business in combination with EUR166m of fresh investments will kick-start exponential growth as newly added capacity will add further financial means for the next round of acquisitions. Revised guidance: CS has released its preliminary Q3 numbers and revised its guidance from EUR60m to EUR55m revenue and EUR44m to EUR48m of EBITDA in 2013. The numbers reflect the weak performance of the non-core financial investment segment and lower revenue from energy production in the first half of the year. The EBITDA upgrade reflects lower material expenses as well as positive one-offs from the acquisitions of PV plants and wind parks in 2013. Valuation: We expect a net profit CAGR13-16E of 22% due to a sales shift towards more profitable income from PV plants. Our estimates imply a PT of EUR5.4 based on a CFRoEV15E and DCF. Y/E 31.12., EUR m Sales EBITDA EBIT Net profit Y/E net debt (net cash) EPS (reported) EPS (recurring) CPS DPS EBITDA margin EBIT margin Dividend yield ROCE EV/sales EV/EBITDA EV/EBIT P/E Cash flow RoEV Source: Company data, Berenberg 2011 2012 2013E 2014E 2015E 2016E 35 25 13 -1 155 -0.01 -0.01 0.75 0.05 69.9% 37.4% 1.4% 5.8% 7.7 11.1 20.7 -241.9 4.3% 45 34 21 9 247 0.18 0.12 0.56 0.08 74.7% 45.5% 2.2% 5.9% 9.3 12.5 20.5 26.8 7.6% 55 48 30 16 183 0.24 0.24 0.50 0.08 87.7% 54.9% 2.2% 6.6% 7.9 9.0 14.4 15.3 9.7% 83 64 38 16 331 0.24 0.24 0.63 0.08 77.0% 45.9% 2.1% 6.8% 7.0 9.1 15.2 15.5 9.1% 100 81 50 22 419 0.33 0.33 0.80 0.11 80.8% 49.7% 3.0% 7.3% 6.7 8.2 13.4 11.1 9.8% 115 97 61 30 463 0.44 0.44 0.97 0.15 84.2% 53.4% 4.0% 7.9% 6.2 7.4 11.6 8.3 10.9% 4 Buy Current price Price target EUR 3.69 EUR 5.40 27/11/2013 XETRA Close Market cap EUR 249 m Reuters HWAG.DE Bloomberg CAP GY Changes made in this note Rating Buy (no change) Price target EUR 5.40 (4.70) Chg 2013E 2014E old Δ% old Δ% 61 -10.6 87 -4.9 Sales 28 6.7 39 -2.5 EBIT 0.22 12.1 0.26 -7.5 EPS Source: Berenberg estimates Share data Shares outstanding (m) Enterprise value (EUR m) Daily trading volume 2015E old Δ% 105 -4.1 51 -1.5 0.35 -4.5 68 433 50,000 Performance data High 52 weeks (EUR) Low 52 weeks (EUR) Relative performance to SXXP 1 month -3.6 % 3 months -13.5 % 12 months -13.1 % 4 3 DAX -5.7 % -15.7 % -15.3 % Key data Price/book value Net gearing CAGR sales 2012-2016 CAGR EPS 2012-2016 1.2 91.6% 26.3% 24.6% Business activities: Acquisition and operation of solar plants and wind parks Non-institutional shareholders: AMCO Service GmbH 23% Blue Elephant Venture 8% Dr Liedtke GmbH 8% Albert Buell 5% RTG GmbH 2% Free Float 55% 28 November 2013 Stanislaus Thurn - Taxis Analyst +44 20 3465 2631 [email protected] Capital Stage AG Small/Mid-Cap: Diversified Financials Capital Stage – investment thesis in pictures Group sales pre- versus post-capital increase (EURm) 120 Group net profit pre- versus post-capital increase (EURm) 35 115 110 30 30 100 100 92 90 25 25 83 81 23 80 20 70 19 65 17 60 55 16 15 13 50 10 40 2013e 2014e 2015e Sales post-cap increase 2013e 2016e 2014e Sales pre-cap increase 2015e Net profit post-cap increase 2016e Net profit pre-cap increase Source: Berenberg estimates Source: Berenberg estimates Solar sales and EBT post-capital increase (EURm) Wind sales and EBT post-capital increase (EURm) 100 25 90 86 80 20.1 19.4 20 72 18.0 70 60 57 15 50 40 39 35 10 8.3 28 30 20 20 5.4 4.5 5 13 10 5.2 1.2 0 2013e 2014e 2015e Revenue 2016e 0 2013e 2014e EBT 2015e Revenue 2016e EBT Source: Berenberg estimates Source: Berenberg estimates Group sales split post-capital increase investment (2015E) Total capacity post-capital increase split solar/wind (MW) 600 8% 3% 500 105 400 19% 99 300 91 449 200 49 41 70% 236 100 0 35 2010 Solar Parks Wind Parks Investments 90 2011 2012 2013e Solar Source: Berenberg estimates 5 153 133 PV Services Source: Berenberg estimates 351 Wind 2014e 2015e 2016e Capital Stage AG Small/Mid-Cap: Diversified Financials A kick-start to exponential growth • Gross proceeds of EUR49.3m based on a 4:1 rights issue and a subscription price of EUR3.65/share. The company has access to cheap financing which allows the amount raised to be levered to EUR166m. • Capital increases are part of CS’s business model. In the past two years, the company has raised EUR78m in six consecutive increases of its share capital. Management has been able to convert the proceeds into valueaccretive growth. • CS plans to allocate EUR18m to Germany, EUR18m to Italy and EUR12m to other European growth markets. The company has a 400MW pipeline and ample opportunities to grow even further in a highly fragmented market. • The proceeds from the capital increase will add about 110-120MW of capacity. The operation of solar and wind assets is highly cashgenerative – the added capacity will provide additional income, kickstarting exponential growth. Details of the capital increase and effect on shareholder structure CS has successfully raised EUR49.3m in fresh equity by means of a capital increase with subscription rights. The company issue 13.5m new shares at a subscription ratio of 4:1 (one new share for every four old shares) at a minimum subscription price of EUR3.65/share. This will increase the shares outstanding from a total of 54.1m to 67.6m shares. The following table gives an overview of the changes to the number of shares. Details capital increase % Capital Increase Change in share numbers Total number of shares pre-capital increase Total number of new shares Thereof: waived rights in pre-placement 25.00% 4:1 Number of shares Equity in EUR 54,064,999 13,516,249 49,334,309 6,211,533 22,672,095 67,581,248 Total number of shares Source: Company, Berenberg The core shareholders which make up 53.6% of total share capital have agreed to waive their subscription rights. The only exception to this is Blue Elephant Venture, the investment vehicle of the Wacker family, which holds 7.7% at present. The table below gives a comprehensive overview of the ownership structure pre-capital increase, splitting the share capital into shareholders waiving their subscription rights (46%) and the remaining shares including Blue Elephant Venture (54%). 6 Capital Stage AG Small/Mid-Cap: Diversified Financials Ownership structure pre-capital increase split between waived subscription rights and remaining shares Status Quo Shares % of share capital 54,064,999 100% AMCO Service (Büll family) Dr. Liedtke Albert Büll RTG (CEO F. Goedhart) TOTAL 15,183,999 5,469,186 2,982,948 1,210,000 24,846,133 28.1% 10.1% 5.5% 2.2% 46.0% Remaining shares (incl. Blue Elephant) 29,218,866 54.0% Total share capital Shareholder waiving supscription rights Source: Company, Berenberg The agreement to waive rights is based on the core shareholders’ support for an increase in the stock’s liquidity, which has been a factor inhibiting investments of outside investors in the share. The core shareholders are Mr Albert Buell (Albert Buell Beteiligungsgesellschaft, 5.5%) and family (AMCO Service GmbH, 28.1%), Dr Cornelius Liedke (Dr Liedke Vermoegensverwaltung, 10.1%), Dr PeterAlexander Wacker (Blue Elephant Venture, 7.7%) and the CEO Felix Goedhart (RTG, 2.2%). Mr Buell and Dr Liedtke are well-known German entrepreneurs who have their roots in real estate, having founded one of the largest German real estate developers. In 2007, they sold that business to Pirelli for EUR465m and have since been closely involved in CS. The second large core shareholder is Dr Wacker, who is the long-time CEO of Wacker Chemie AG and a current supervisory board member. In the past two years, the shareholders have subscribed to six consecutive rights issues, which have raised a total of EUR77.6m. The following chart gives more details of the transactions including date, subscription price and proceeds, and shows the positive effect of the capital increases on stock performance. 7 Capital Stage AG Small/Mid-Cap: Diversified Financials CS’s history of rights issues 5 7 July 2010 - Si ze: 10% - Pri ce: EUR2.0 - Proceeds: EUR5m 4.5 15 June 2011 - Si ze: 25% - Pri ce: EUR2.1 - Proceeds: EUR15m 16 Sept 2011 - Si ze: 10% - Pri ce: EUR2.4 - Proceeds: EUR8m 30 Jan 2012 - Si ze: 27% - Pri ce: EUR3.0 - Proceeds: EUR31m 16 Sept 2012 - Si ze: 8.5% - Pri ce: EUR3.8 - Proceeds: EUR16m 21 June 2013 - Si ze: 1.3% - Pri ce: EUR3.8 - Proceeds: EUR2.6m 4 3.5 3 2.5 2 Last price (EUR) Source: Company, Berenberg estimates Of the total 13.5m shares issued, 6.2m are waived rights (45% of new shares) with a total volume of EUR22.3m. This has resulted in a shift in shareholder structure towards a more diverse shareholder base. The 53.6% core shareholdings are diluted down to 45% of total share capital; this corresponds with an increase in free float to 55% up from only 46% before the rights issue. The improved shareholder structure and the larger volume of shares should improve liquidity and make CS’s equity story more accessible. The following charts show the shift in shareholder structure pre- to post-capital increase. Shift of shareholder structure – increase in free float after rights issue Post-capital increase Pre-capital increase AMCO Service (Büll family) 28% AMCO Service (Büll family) 23% Dr. Liedtke Dr. Liedtke Blue Elephant (Wacker family) Blue Elephant (Wacker family) 46% 10% 2% 6% 8% 8% 55% Albert Büll 8% RTG Beteiligungsges. (CEO F. Goedhart) 2% Free Float Source: Company, Berenberg estimates 8 4% Albert Büll RTG Beteiligungsges. (CEO F. Goedhart) Free Float 05/09/2013 05/08/2013 05/07/2013 05/06/2013 05/05/2013 05/04/2013 05/02/2013 05/03/2013 05/01/2013 05/12/2012 05/11/2012 05/10/2012 05/09/2012 05/08/2012 05/07/2012 05/06/2012 05/05/2012 05/04/2012 05/03/2012 05/02/2012 05/01/2012 05/12/2011 05/11/2011 05/10/2011 05/09/2011 05/08/2011 05/07/2011 05/06/2011 05/05/2011 05/04/2011 05/02/2011 05/03/2011 05/01/2011 05/12/2010 05/11/2010 05/10/2010 05/09/2010 05/08/2010 05/07/2010 1.5 Capital Stage AG Small/Mid-Cap: Diversified Financials The following chart gives a more detailed overview of the shareholder structure after the rights issue. The only core shareholder which has not agreed to waive subscription rights has been marked. Ownership structure post-capital increase split between core shareholders and free float Shareholder structure post-capital increase AMCO Service GmbH Dr. Liedtke VV Blue Elephant Venture Albert Büll Beteiligungsges. CEO (F. Goedhart) Remaining free float 15,183,999 5,469,186 5,193,825 2,982,948 1,572,500 37,178,790 22.5% 8.1% 7.7% 4.4% 2.3% 55.0% Source: Company, Berenberg During our roadshows with CS’s CEO Felix Goedhart in Frankfurt, Zurich, London and Benelux, the main investor concern was the low liquidity of the stock. We think the rights issue and the ensuing dilution of the core shareholdings is a positive step that will help investors find a better entry point to CS’s growth story and highly recurring income from the company’s existing asset base. Implications on the business – inorganic and exponential “organic” capacity growth The business can only grow through acquisitions of new PV and wind plants. The capital increase has a gross volume of EUR49m which management is confident can be invested into new solar and wind capacity by Q3 2014. The recent acquisition of the Wolgast solar plant (see key investment point two for more details) underlines this ambition. The investment plan for the proceeds outlines that the EUR49m of equity can be levered to EUR166m (potential of EUR245m) depending on the country mix. The company has access to cheap non-recourse financing on a project level at average interest rates of 4%. We estimate that the company will add 66MW PV (excluding 8MW from the recent Wolgast acquisition) and 37MW wind capacity to its portfolio on top of our old growth assumptions. The chart below gives a more comprehensive overview of the capacity additions that we are expecting over the next few years. The figures for 2014 do not only include capacity that will be financed by the capital increase but also underlying growth funded by the existing asset base and residual investable capital. 9 Capital Stage AG Small/Mid-Cap: Diversified Financials Solar and wind capacity in MW pre- versus post-capital increase 600 500 400 300 200 100 0 2013e 2014e 2015e Capacity additions post-capital increase 2016e Capacity additions pre-capital increase Source: Company, Berenberg estimates At present, the company owns 200MW of solar and wind assets. The additional 10MW in the table are a result of expected M&A activity before the end of this year. The overall addition to the portfolio in 2014 is 117MW, 124MW in 2015. The company has set out an investment plan that allocates the EUR49m in equity it wants to raise to its two core markets, Germany and Italy, and a third growth market which is most likely going to be France. The company aims to allocate the raised capital as follows. Germany: An allocation of EUR18m which can be levered to EUR91m (a 80/20 D/E ratio) and will roughly be divided 50/50 between wind and solar assets. The company estimates that it can acquire about 70MW at IRR of between 8-9%. Northern Italy: An allocation of EUR18m which can be levered to EUR42m (a 57/43 D/E ratio) to acquire about 21MW of new capacity at IRR of 11-12%. Other European growth markets: The allocation of the remaining EUR12m which can be levered to EUR30m (a 60/40 D/E ratio) into new markets, most likely France, to acquire 20MW solar as well as wind capacity at IRRs of 9.5%. The company is in the final stages of negotiations (share purchase agreements – SPAs) on three projects with a total capacity of 26MW and has issued or is in the process of issuing letters of intent for another 367MW of solar and wind capacity. The table below sheds more light on the individual projects in the company’s pipeline. 10 Capital Stage AG Small/Mid-Cap: Diversified Financials CS’s solar and wind pipeline Deal pipeline Status Country Type Coordination of SPA IT PV Exclusivity and DD phase IT PV Exclusivity and DD phase FR PV LOI* FR Wind LOI* D Wind LOI* IT PV LOI* IT PV LOI* FR PV LOI* FR PV LOI* D Wind Preparation of LOI* D PV Preparation of LOI* D Wind Total * Dependent on due diligence and SPA negotiations MW 6 12 8 34 51 7 9 36 3 150 8 70 393 Equity (EUR) 15m 25.5m 5m 7.8m 20.7m 7.2m 10.5m 16.5m 8.8m 50m 1.4m 25m 193m Source: Company, Berenberg estimates Management has indicated that the company has ample opportunities to grow beyond the current pipeline. The market the company is screening is highly fragmented and provides CS with a constant volume of possible acquisition targets. In 2012, the total PV capacity in the EU was 64,000MW, of which 32,698MW is located in Germany. CS is the largest independent German solar plant operator with a less than 0.5% market share, which indicates how much opportunity there is for the company to grow. We think that the equity investment coupled with excellent growth opportunities provides a kick-start for exponential “organic” growth over the next few years. By organic growth, we refer to the jump in income generated from the additional solar and wind parks financed by the capital raising. This will allow the company to finance more acquisitions than originally possible from running operations. We estimate that instead of adding 73MW in 2016, CS will be able to add 103MW to its portfolio. This trend is set to continue in the coming years at a high rate. This effect of the capital increase on the build-up of the portfolio is significant. The effect on sales and earnings will be discussed in the next paragraph. Impact on sales and earnings The capital increase has a significant impact on CS’s top and bottom line. The company will more than double its capacity from 190MW at present to 450MW by the end of 2015. This increases the sales CAGR13-16E from 19% to 28% and the net profit CAGR13-16E from 14% to 22%. The following chart displays the estimated sales post- versus pre-capital increase from 2013 to 2016. 11 Capital Stage AG Small/Mid-Cap: Diversified Financials Estimated sales post- versus pre-capital increase (EURm) 120 115 110 100 100 92 90 83 81 80 70 60 65 55 50 40 2013e 2014e 2015e Sales post-cap increase 2016e Sales pre-cap increase Source: Company, Berenberg estimates From our top line excluding rights issue estimates, this represents a sales improvement of 28% in 2014 and 23% in 2015. The operation of solar and wind parks is not associated with extensive operational costs – depreciation and financing costs are the decisive headline numbers. On the earnings side, we expect an EBIT improvement of 31% in 2014 and 25% in 2015 on top of our underlying inorganic growth assumptions. The following chart displays the EBIT post- versus pre-capital increase from 2013 to 2016. Estimated EBIT post- versus pre-capital increase (EURm) 65 61 60 55 50 50 48 45 40 40 38 35 30 30 29 25 20 2013e 2014e 2015e EBIT post-cap increase 2016e EBIT pre-cap increase Source: Company, Berenberg estimates The net profit increases to EUR16m in 2014 which is a 23% premium to our precapital increase estimates. We forecast that the net profit will rise to EUR23m in 2015, which represents 19% upside from the pre-rights issue estimate of EUR19m. The slightly improved margins are a result of the shift towards higher margin solar and wind operations tilting the revenue distribution away from the lower margin 12 Capital Stage AG Small/Mid-Cap: Diversified Financials investment segment. The following chart displays the net profit post- versus precapital increase from 2013 to 2016. Estimated net profit post- versus pre-capital increase (EURm) 35 30 30 25 25 23 20 19 17 16 15 13 10 2013e 2014e 2015e Net profit post-cap increase 2016e Net profit pre-cap increase Source: Company, Berenberg estimates Our estimates suggest that the EUR49.3m equity will not only boost the immediate sales and margin expansion but could kick-start exponential growth by providing a meaningful asset base which generates enough cash to finance the next round of acquisitions. The company has an excellent track record delivering a sales CAGR10-13E of over 61% and net profit CAGR10-13E of over 100% – we believe that the company can continue this impressive growth story. The following tables give an overview of key numbers pre- versus post-capital increase. 13 Capital Stage AG Small/Mid-Cap: Diversified Financials Headline numbers post- versus pre-capital increase Post-capital increase 2010 2011 2012 2013e 2014e 2015e 2016e 13 14 7 2 89 35 25 13 3 155 45 34 21 9 247 55 48 30 17 181 83 64 38 16 328 100 81 50 23 414 115 97 61 30 457 EPS reported 0.06 -0.03 0.18 0.24 0.24 0.33 0.44 EPS recurring 0.02 -0.01 0.12 0.24 0.24 0.33 0.44 CPS 0.43 0.75 0.56 0.50 0.63 0.80 0.97 DPS 0.00 0.05 0.08 0.08 0.08 0.11 0.15 105% 70% 75% 88% 77% 81% 84% EBIT margin 54% 37% 45% 55% 46% 50% 53% Net profit margin 13% 7% 20% 30% 20% 23% 26% Dividend yield ROCE EV/sales EV/EBITDA EV/EBIT PER Cash flow RoEV 0.0% 6.1% 14.2 13.6 26.3 86.5 7.8% 1.4% 5.8% 7.7 11.1 20.7 -241.9 4.3% 2.2% 5.9% 9.3 12.5 20.5 26.8 7.6% 2.2% 6.6% 7.9 9.0 14.4 15.3 9.7% 2.1% 6.8% 6.9 9.0 15.1 15.5 9.1% 3.0% 7.3% 6.6 8.2 13.3 11.1 9.9% 4.0% 7.9% 6.2 7.3 11.5 8.3 11.0% Pre-capital increase 2010 2011 2012 2013e 2014e 2015e 2016e 13 14 7 2 89 0.06 0.02 0.43 0.00 105% 54% 13% 0.0% 6.1% 14.3 13.6 26.4 86.5 7.8% 35 25 13 3 155 -0.03 -0.01 0.75 0.05 70% 37% 7% 1.4% 5.8% 7.7 11.1 20.7 -241.9 4.3% 45 34 21 9 247 0.18 0.12 0.56 0.08 75% 45% 20% 2.2% 5.9% 9.3 12.5 20.5 26.8 7.6% 55 48 30 17 181 0.24 0.24 0.50 0.08 88% 55% 30% 2.2% 6.6% 7.9 9.0 14.4 15.3 9.7% 65 48 29 13 209 0.19 0.19 0.48 0.07 74% 45% 20% 2.0% 5.8% 7.1 9.5 15.8 19.2 8.6% 81 64 40 19 292 0.28 0.28 0.64 0.11 79% 49% 23% 2.9% 7.3% 6.7 8.4 13.6 13.3 9.5% 92 75 48 25 313 0.36 0.36 0.76 0.14 82% 53% 27% 3.8% 7.7% 6.2 7.5 11.7 10.3 10.8% Sales EBITDA EBIT Net profit Y/E net debt (net cash) EBITDA margin Sales EBITDA EBIT Net profit Y/E net debt (net cash) EPS reported EPS recurring CPS DPS EBITDA margin EBIT margin Net profit margin Dividend yield ROCE EV/sales EV/EBITDA EV/EBIT PER Cash flow RoEV Source: Company, Berenberg estimates 14 Capital Stage AG Small/Mid-Cap: Diversified Financials Capital Stage – investment thesis What’s new: The company has released its preliminary Q3 numbers and revised its guidance. The old company estimates indicated 2013 revenue of EUR60m and EBITDA of EUR44m. The top-line guidance has now been reduced by over 10% to EUR55m on the back of weaker numbers from CS’s Swiss subsidiary Helvetic and unfavourable weather conditions in the solar and wind segment. Nevertheless, despite the lower revenue guidance, the company expects to earn more, upgrading expectations to EUR48m from the previous EUR44m. Management has only released headline numbers, therefore a detailed evaluation is not possible, but we assume that the higher earnings most likely reflect lower material expenses and write-offs in the financial investments segment as well as positive one-offs from the acquisitions of PV plants and wind parks in 2013. In our view, the revenue reduction driven by the lower sales levels of the financial investments segment is not problematic as we the company considers the financial investments (Helvetic & Bluetec) as non-core. For next year we conservatively estimate a similar development. In the medium term, we expect CS to divest its financial investments and concentrate on its core business. This move will drive margins as the lower margin Helvetic and Bluetec operations would not add to the sales and earnings mix any longer. We have therefore adjusted our numbers and now expect 5% less revenue and 7.5% less net profit in 2014. However, in 2016 the trend will reverse and we expect the company to make 1% more profit despite generating 4% less revenue than we estimated before the guidance was revised. This reflects the more positive sales mix as revenue from non-core operations decrease. German politics: The German elections resulted in a clear majority for the governing Christian Democratic Party (CDU), with Chancellor Angela Merkel at its helm. Since 2011, the CDU and the chancellor have been the driving force behind the shift from fossil and nuclear power towards renewable energy sources. The election results can thus be regarded as a positive, in particular because the Liberal Party, the most renewable-critical fraction of the Bundestag, has not managed to enter parliament and will thus not be able to renew the coalition with the CDU. The main contender to the new coalition is the Social Democratic Party (SPD), which is in favour of the energy reform. There will be some forwardlooking changes to the renewable energy legislation (EEG) after the new government is formed but all relevant parties have ruled out retrospective cuts. The table below displays the energy policy of the relevant German parties. 15 Capital Stage AG Small/Mid-Cap: Diversified Financials Energy policy of the German parties CDU FDP SPD Greens 41% 5% 22% 11% Overall assessment Current opinion polls Probable coalition X X Renewables Retrospective cuts ruled out, phase-out FIT scheme for new capacity in mid-term, couple renewable built-up to grid expansion Retrospective cuts ruled out, phase-out FIT scheme for new projects rapidly, transition to direct marketing with premium on wholesale prices Supply business Intra-day price differences for retail consumers, consumer investments in grid Reduction of electricity tax Retrospective cuts ruled out, maintain rapid built-up, gradual reduction of FIT Retrospective cuts ruled out, accelerate renewables built-up, target 2030: 100% renewables, gradual reduction of FIT Reduction of electricity tax, Reduce energy prices by requiring reduce energy prices by requiring utilities to pass on wholesale utilities to pass on wholesale prices prices Power system costs Redistribution of power system Redistribution of power system Redistribution of power system Redistribution of power system costs between stakeholders, retain costs between stakeholders, retain costs between stakeholders, retain costs between stakeholders, retain tageted exemptions of industrial tageted exemptions of industrial tageted exemptions of industrial tageted exemptions of industrial customers from surcharges customers from surcharges customers from surcharges customers from surcharges Fossil Support gas, coaland lignite-fired Support gas, coaland lignite-fired Support gas, coaland lignite-fired generation as back-up for generation as back-up for generation as back-up for renewables, new market design renewables, new market design renewables, new market design over the mid-term over the mid-term over the mid-term Nuclear Phase-out Phase-out Phase-out Phase-out coal and lignite-fired capacity rapidly, new market design for gas Phase-out but more rapidly than scheduled Source: Election programmes, Bloomberg, Berenberg The likely outcome of the coalition negotiations will be in the framework of the parties’ election programmes outlined above. So far, the talks between Ms Merkel’s CDU and the SPD have resulted in a reduction in the 2030 renewable energy production target share to 55-60%. The election has thus reconfirmed Germany as the politically most stable country in the world in terms of alternative energy policy. The majority (85%) of CS’s total capacity is located in Germany. The other 15% is located in Italy, which has proved to have a functioning shared contribution system in place, where the end-consumer pays subsidies in the form of an additional charge levered on electricity bills. This is an effective shield from cuts, as this would not improve the fiscal situation but would reduce taxes raised from electricity revenues. In the long term, the federal government is looking to reduce the FIT in a fixed schedule and eventually abolish the system altogether when alternative energy production is at grid parity (fully competitive) with conventional energy sources. The IAE forecasts that grid parity could be achieved by 2017 if the current reduction in system prices continues. Two-minute summary: CS is Germany’s largest independent operator of solar power plants. In addition to its 149 MW PV operations, the company also operates in the wind energy sector, having added 49MW of capacity to its portfolio since 2010/11 in Germany and northern Italy. The company mainly acquires turnkey projects on the secondary market and focuses on the operation of the plants. The investment in alternative energy production yields attractive, highly visible returns 16 Capital Stage AG Small/Mid-Cap: Diversified Financials due to national regulations that guarantee the purchase of the total electricity output over a 20-year period at fixed FITs. The operation of solar and wind plants is not extensive and is associated with low levels of operational risk, allowing the company an EBITDA margin of 75% in 2012. The company has a project pipeline of over 400MW in Germany, Italy and other European countries. The company has access to cheap state-funded financing and a track record of value-accretive acquisitions. Every plant or park (SPV) is essentially kept independent from the holding, which prevents any recourse of debt coming back to the holding level (with more than 90% equity in the holding company). The average gearing of solar and wind parks in CS’s portfolio is 80%. Thus D&A and financing costs are the most relevant headline numbers in the company’s business model. In 2012, the group’s EBIT margin was 45% and EBT margin was 21%. Key investment point one: recurring revenues in a high-margin business at low operational risk CS’s business model is based on the stability of highly visible cash flows which are guaranteed by national regulation. Once a PV or wind park is operational, the revenues and earnings are recurring up to a period of 20 years which is covered by the German and Italian FIT scheme. We have conducted a thorough analysis of the political risk in both of CS’s core market and conclude that the shared contribution system (for details, see the regulatory framework section) in place in both countries shields the company from retrospective cuts and supports the recurring nature of the income stream. The following chart shows the sales, EBIT and net profit of the current portfolio ex-growth and displays the recurring highly visible nature of CS’s cash flows. Recurring sales and EBITDA of existing portfolio 60.0 50.0 40.0 30.0 20.0 10.0 0.0 2012 2013e 2014e Sales 2015e 2016e EBITDA Source: Company, Berenberg estimates The chart above is a result of our grass-roots modelling approach under which we analyse on a project-by-project basis which gives us a very detailed understanding of operations. 17 Capital Stage AG Small/Mid-Cap: Diversified Financials Key investment point two: proven track record and existing portfolio The existing portfolio is of high quality and has been amassed within a very short timeframe. Management and indeed the whole team in Hamburg has proven to be able to invest shareholder funds in a value-accretive and timely manner. The positive track record was supported by the PV Services segment where the company bundles its technical and acquisition expertise. The following chart gives an overview of the portfolio from 2010 to 2013. Track record: capacity additions from 2010 to 2013 (MW) 250 200 49 41 150 Wind Solar 100 161 133 50 90 35 0 2010 2011 2012 2013e Source: Company, Berenberg The set-up of the PV Services segment makes it straightforward and profitable for CS to operate plants and gives technological insights to management on its plants but most importantly allows the company to conduct a thorough, cheap and fast due diligence on the numerous projects it is analysing. The company has built a network in the small and mid-sized solar and wind niche market that provides it with a good supply of new projects all over the EU. The company has a cautious and disciplined investment strategy. It focuses on small ticket investments and concentrates on the two renewables technologies (solar and wind) which it regards as the safest options with the lowest amount of operational risk. This is also the underlying reason for the heavier solar share in the portfolio (75%) – the variability caused by unfavourable weather is only five percentage points as opposed to other technologies that have more operational exposure. The well balanced investment approach has amassed a high-quality portfolio that has even attracted attention from large players in the big ticket renewable market which would be willing to buy a minority stake for a premium. Management has been successful in building a high-quality portfolio in a short timeframe. However, there has been considerable support from core shareholders and the high-profile supervisory board. The board is chaired by Dr Manfred Krueper, who was member of the board of directors of Eon AG until 2006, and is a well-connected and insightful supporter of the company’s strategy. The supervisory board also includes Professor Vahrenholz, known as “Mr Renewable” 18 Capital Stage AG Small/Mid-Cap: Diversified Financials to the German public and long-time CEO of RWE Innogy: he is the current chairman of the supervisory board of RWE Innogy. Key investment point three: non-recourse debt and financing conditions The average leverage on the project level (SPVs) across the whole portfolio is 80%. The company has access to cheap state-funded finance that allows CS to bear a high level of debt. However, all the debt is non-recourse while the holding level is virtually debt-free. Financing conditions in Germany have been excellent in the past while the company has experienced and expects further substantial improvement in southern Europe. In Italy, the company has access to kfW loans for projects on the primary market at similar conditions but at slightly higher interest rates (4.2%). The company is also able to secure financing for projects on the secondary market, albeit at a 6% interest charge. The following table gives a brief overview of financing conditions and debt structuring in the two countries where CS operates. Financing conditions and debt structuring of existing portfolio Total Debt Capital Average project leverage ratio Average interest period Average initial fixed interest period Interest rate Structure of debt financing Germany Italy EUR260m EUR52m 82% 72% 18 years 18 years 10 years kfW loans/ 15 years for commercial bank loans 10 years kfW loans/ 15 years for commercial bank loans 4.05% 4.20% Project financing, non-recourse loans, no debt at holding level, no corporate bonds Source: Company, Berenberg Key investment point four: strong growth potential in a niche market The company focuses on a niche market of small and mid-sized solar and wind plants where competition is limited. The large ticket renewable space has been dominated by insurance companies looking for recurring and highly visible returns, which have put IRRs under pressure. However, in the small ticket space, this trend is more muted. Average IRRs on German solar plants have decreased to about 8% from 11% but there are still numerous profitable opportunities in a market with a total capacity of 32,000MW (capacity in Germany) and growing solar capacity. It is noteworthy that CS is the largest independent German solar plant operator with 0.06% of market share. The niche market strategy and the growing and highly fragmented industry offer abundant opportunities to grow. The secondary market is huge but even the primary market will provide upside as module prices have collapsed and will decrease even further to levels where operating a solar plant in high irradiance 19 Capital Stage AG Small/Mid-Cap: Diversified Financials locations can be competitive by 2017 or before. The big utilities are traditionally centralising energy production; however, the future lies in CS’s approach of decentralised energy production. Regulatory framework (details in regulatory framework section) In both of CS’s core markets, investments in renewable energy projects are incentivised by national regulation to promote the steady expansion of power capacity gained from renewable sources. The current German and Italian FIT schemes, and their development over the next few years, is the single most important factor when analysing CS. The FIT system in both countries is not reliant on state subsidies but is financed by grid operators charging end-consumers a premium on their standard electricity bills. In both of CS’s markets, but particularly in Germany, the political will to promote renewable energy by creating and maintaining an attractive regulatory environment is strong. In Germany, all the major parties are united behind the turnaround in energy policy that Chancellor Merkel initiated in 2011. The abolishment of nuclear power and the enormous investments in alternatives is a massive political, economic and financial risk to the country. We think that the political caste, and above all Chancellor Merkel, would not dare do anything that could potentially endanger this project of a generation. We regard the political risk in Germany as low, whereas there is moderate but decreasing risk in Italy due to the fading euro crisis and the less uncertain economic outlook. The key point in both countries is the good funding structure which means that the end-consumer is paying the bill and not the national government. This system shields operators from cuts, as we have seen in Spain, where the government directly subsidises and thus had to enact cuts when its fiscal situation deteriorated. Company background and management CS has evolved from a listed venture capital entity which invested in a range of companies active in the renewable energy and cleantech space to the largest independent solar power producer in Germany. This transformation has been initiated under the tenure of the CEO Felix Goedhart, who joined in 2006 and took a minority stake in the company. CS now owns 26 PV plants including the most recent acquisition of the 8MW Wolgast plant and on top operates five wind farms across Germany and Italy with a total capacity of 200MW. The split between solar and wind is 75% PV and 25% wind capacity. The majority of the company’s operations are located in Germany (85% of total capacity), but it also entered the Italian market by acquiring eight PV plants and one wind park to take advantage of the higher FITs and irradiance. The following map shows the geographical distribution of CS’s operations. 20 Capital Stage AG Small/Mid-Cap: Diversified Financials Map of CS’s solar and wind assets Solar park Wind farm Source: Company, Berenberg The Italian share represents 15% of its total solar capacity but 27% of total solar output. In addition to the solar and wind segment, the company also provides technical and commercial administration services to PV plants through its PV Services division. The services offered mainly cover activities post-construction, but in the past the service segment has in some cases also managed the complete project from the acquisition of suitable land to the construction of the plant. CS manages most of its own parks and has also attracted third-party operators. A good part of the Italian business is under the technical administration of Eneri SpA, which is 49%-owned by CS. In the long term, management strives to expand the service segment by pooling all of the company’s PV assets and will increasingly target third-party solar parks. The remnants of the company’s previous private equity business are collected together in the non-core Financial Investments segment. The portfolio includes a 15% share in the BlueTec GmbH & Co. KG, which is a leading producer of highly selective absorber coatings and thin-layer technology for the residential solar thermal market. Furthermore, CS has within the framework of a buyout taken over Switzerland-based Helvetic Energy GmbH from Conergy AG. Helvetic is a leading provider of thermal and PV solar systems. Its product portfolio comprises mainly solar thermal systems, but also PV systems. In the last year, CS has sold its holding in Inventux Technologies AG after the latter, a producer of silicon-based micromorph thin-film panels, was forced to file for insolvency following the collapse of module prices. The administration of the business is pooled in the Management segment. The following organogram gives a comprehensive overview of the company’s segmental structure. 21 Capital Stage AG Small/Mid-Cap: Diversified Financials Organogram: PV parks, wind parks and PV services core business Capital Stage PV Parks Wind Parks PV Services Investments Management Source: Company, Berenberg Management CEO Felix Goedhart and his team have managed to transform the company from a corporate shell into Germany’s largest solar plant operator. From 2008 onwards, the company has focused on the acquisition of solar capacity and in 2011/12 added wind to the portfolio. The value-accretive investments of the past make us confident that management, supported by the core shareholder, will be able to deliver further growth and earnings expansion. The CEO holds a stake of over 2% in the company which he has not earned through option/share plans but has invested from private sources, which underlines the commitment to the equity story. Mr Felix Goedhart – CEO Mr Goedhart has been CEO of CS in Hamburg since 1 November 2006. After completing his studies in business administration at the University of St Gallen and the University of Chicago (MBA), Mr Goedhart worked for four years at Booz & Co, a leading international business consulting company, in Düsseldorf and Munich. As senior project manager, he led a number of consultancy projects both in Germany and overseas. In mid-1995, Mr Goedhart joined the Kirch Group, one of the leading media companies in Europe at the time. At the end of 1997, Mr Goedhart became an executive director at Premiere (now Sky) in Hamburg. In mid-1999, he assumed the chairmanship of the board at equitrust AG in Hamburg. Here he developed the equity investment and funds management business. One of equitrust’s most successful investments was in Ersol Solar Energy AG (now Bosch Solar) in Erfurt. In the fund business, equitrust manages EUR500m for private and institutional investors. 22 Capital Stage AG Small/Mid-Cap: Diversified Financials Zoltan Bognar, PhD – member of the management board Dr Bognar has been a board member of CS since January 2010. Following his university degree and doctoral studies in law, he started his career as a solicitor at Freshfields in Hamburg, Paris and Stuttgart. From 1996 to 2002, he was a business consultant at McKinsey & Company, with positions in Hamburg and Tokyo, where he led a number of local and international projects in the role of senior project manager. In early 2002, Dr Bognar became a partner in Inventages SA, a private equity firm based in Lausanne that is part-financed by Nestlé SA. Here he shared responsibility for the development of the business as well as the acquisition and allocation of resources for three private equity funds with a total capital of more than EUR700m. In mid-2006, Dr Bognar became a consultant for private investors and family offices in the areas of renewable energy and life sciences. In spring 2007, he transferred to H.I.G. Capital, one of the world’s leading private equity investment companies dealing with SMEs with equity capital in excess of EUR5.5bn. Here, as principal, he shared responsibility for the development of the Hamburg office and was involved in a variety of expansion financing, buy-out and restructuring projects in Germany, Switzerland and Austria. One of his specialisations when employed at H.I.G. Capital was in the area of renewable energies. 23 Capital Stage AG Small/Mid-Cap: Diversified Financials Key investment point one: recurring revenues at low operational risk • Must-have stock for investors seeking exposure to listed FIT business model. • Highly-visible cash flows guaranteed by national regulation. Our projectby-project model shows reliability of income stream. • High-margin business with virtually no operational risk – high solar share limits weather risk. A durable technology with stable, guaranteed returns The investment in alternative energy production yields attractive, highly visible returns due to national regulations (details in regulatory framework section) that guarantee the purchase of the total electricity output over a 20-year period at fixed FITs. CS focuses on the acquisition of turnkey projects which minimises the risk with which renewable energy production companies are normally associated. The company states that on average its PV parks in Germany have an IRR of 10%. In Italy, the IRR is considerably higher at 12-14%. The consolidated EBITDA margin in 2012 was 74.7%, and is driven by the fact that once a renewable energy plant has been connected to the grid, operating costs remain low. Also, due to the fixed FITs, which are guaranteed by the respective government, the revenues of an operational project are recurring with no real downside risk. The CS model is based on a grass roots approach (data available on request) – we modelled each of the company’s solar and wind plants before consolidating the respective income and cash flow statements on a segmental basis. This has enabled us to easily strip out estimated growth at the segmental level, leaving us with the pure numbers from the existing asset base. The table below shows the recurring nature of the revenues and other numbers which persist well over the years displayed here. There is only a slight revenue reduction over the years, mainly due to degradation (performance reduction) of solar panels. We expect a very slight degradation of the PV parks’ output pa, leaving the solar panels on average with 93% effectiveness after 20 years. CS’s current portfolio – no growth shows recurring cash flows Capital Stage AG 2012 2013e 2014e 2015e 2016e Sales EBITDA EBIT Net profit Gross profit margin 45 34 21 9 85% 53 38 20 9 92% 54 38 20 9 93% 54 37 20 9 92% 54 38 21 9 92% EBITDA margin 75% 80% 69% 69% 71% EBIT margin 45% 47% 36% 36% 38% Net profit margin 20% 17% 17% 17% 17% Dividend yield ROCE 2.2% 5.9% 2.2% 5.5% 1.0% 4.1% 1.1% 4.2% 1.4% 4.6% Source: Company, Berenberg estimates 24 Capital Stage AG Small/Mid-Cap: Diversified Financials The secured cash flows of the solar and wind parks are especially interesting in the current macroeconomic environment. CS is aiming to steadily increase the dividend. In the coming years, the dividend will be gradually raised in line with earnings. We think that the total equity value of the existing portfolio amounts to about EUR210m based on a mix of DCF and CFRoEV2014E including the organic growth financed by internal cash flows and combined with the pipeline the value is much higher. The additional upside to the current equity value is a result of the expected growth rates in the next few years financed from the recurring cash flows of the existing portfolio. 25 Capital Stage AG Small/Mid-Cap: Diversified Financials Key investment point two: proven track record and existing portfolio • The company has within five years managed to accumulate a highquality portfolio of 200MW of solar and wind capacity. • The PV Services segment plays a key role in the acquisition process. The in-house operation of its plant provides insight and allows for more a more informed and fast due diligence. • The asset base is well diversified between two renewable technologies and geographically which shields from weather and political risk, • The well-staffed supervisory board and the core shareholder have proven to be valuable supporters of the business. A focused player in a niche market CS operates in the renewable energy niche of the European utilities sector. The company focuses on small and mid-sized solar and wind plants. The market for these assets is highly fragmented and characterised by lower competition than the bigger ticket renewable energy market. The company competes with a great number of small, focused niche players. In contrast to the major utilities companies, most niche players not only operate renewable energy projects but are also involved in the development process. However, CS focuses on the lower risk acquisition of turnkey projects and only to a lesser extent on the late stage development of new projects. Management has a very cautious investment approach and relies heavily on its network and industry insight in its PV Services segment. CS has pooled a high level of operating expertise in the PV Services segment which is a huge competitive advantage when considering new projects (due diligence) and the cost effective post-transaction management of assets. The built up of the current portfolio and corresponding boost to revenues and earnings is the best indicator of wellbalanced investment approach in a niche market. The following chart displays the capacity addition next to the revenue and earnings development. 26 Capital Stage AG Small/Mid-Cap: Diversified Financials CS’s capacity (MW), sales and earnings (EURm) development 70 250 60 200 50 EURm 150 40 30 100 20 50 10 0 0 2010 2011 Sales 2012 Net profit 2013 Capacity MW (rhs) Source: Company, Berenberg High-quality existing portfolio In recent years, CS has built up a strong track record of successful acquisition in the secondary market of wind and solar energy projects. The company today benefits from a regionally diversified asset portfolio which reduces operational (sun/wind) and political risks and provides a strong base in two of the most attractive European markets – Germany and Italy – both of which provide a stable environment in which to develop the business further. The following tables give a more detailed overview of the current asset base split into wind and solar plants. 27 Capital Stage AG Small/Mid-Cap: Diversified Financials CS’s portfolio Solar Parks Name Brandenburg Construction Capacity Output (2012) Share (%) FIT (EUR/MW) Years lease Country 2010 18.6 19687.4 51% 253.7 owned GE Koethen 2008 14.8 14495.8 100% 354.9 22 GE Roitzsch 2012 13.5 4419.1 100% 220.7 21 GE Lettewitz 2012 12.6 0.0 100% 179.4 owned GE Neuhausen 2011 10.6 3123.8 100% 211.1 20 GE Stedten 2009 9.1 9550.6 100% 319.4 25 GE Rassnitz 2011 7.0 7468.4 100% 220.7 21 GE Roedgen 2009 6.8 9550.6 100% 367.3 21 GE Glebitzsch 2012 3.9 1374.9 100% 179.4 owned GE Halberstadt 2009 3.8 3598.1 100% 319.4 21 GE Lochau 2010 3.3 3472.7 100% 284.3 21 GE Krumbach I 2009 3.0 3445.6 100% 319.4 20 GE Krumbach II Bad Harzburg 2009 2011 2.0 1.9 2297.0 801.8 100% 100% 319.4 187.6 20 owned GE GE PVA 2012 1.0 0.0 100% 187.6 20 GE Ramin 2013 9.0 0.0 100% 113.0 21 GE Wolgast 2013 8.0 0.0 100% 97.4 26 GE Parma 2010 6.2 8590.4 100% 421.0 21 IT Polesine 2012 4.6 4497.0 100% 252.0 25 IT Cesena 2011 4.0 5273.4 100% 252.0 21 IT Resina I+II 2010 1.7 2226.8 100% 346.0 25 IT Suvereto 2010 1.5 2124.9 100% 346.0 25 IT Fresa 2010 1.5 2139.2 100% 346.0 20 IT Cupello 2010 1.0 1374.4 100% 346.0 20 IT Forli 2011 1.0 1269.8 100% 382.1 21 IT Wind Parks Name Greussen Gauaschach Sohland Vitalba Olbersleben Construction Capacity Output (2012) Share (%) FIT (EUR/MW) Years lease Land 2006 22.0 38481.1 71% 96.3 30 GE 2011 7.0 7605.3 100% 96.3 27 GE 2006 6.0 14744.0 74% 96.3 30 GE 2006 6.0 10952.4 85% 140.0 22 IT 2013 8.0 75% 97.0 28 GE Source: Company, Berenberg The current asset base has (as of 2013) an average lifetime under the FIT scheme of 17 years for solar plants and 14.5 years for wind farms. The date of construction and commissioning of PV plants and wind farms is of great significance when valuing CS. The older the asset, the higher the FIT; however, the older the project, the earlier it falls out of the FIT scheme. It is therefore very important to have a well balanced portfolio. CS has managed to accumulate assets which have a well adjusted “age mix”. Management’s determination to only acquire projects of high quality should ensure that the plants still produce good returns after the cessation of the FITs. The following chart displays the duration of the FIT contracts for CS’s portfolio. 28 Capital Stage AG Small/Mid-Cap: Diversified Financials Duration of FIT contracts for CS’s portfolio Today 2020 2030 Source: Company, Berenberg The company notes that interest in high-quality PV projects has reached a level where some investors are ready to accept IRR of 6% or even less. This stand is in stark contrast to the average 10% IRR generated by CS’s German portfolio. The increasing demand for the secured cash flows of renewable energy plants has been a catalyst for solar and wind plant prices in Germany and northern Italy, and this has led to an appreciation in the value of the company’s assets which, against the backdrop of the slow moving macroeconomic environment, has proved a catalyst for the stock’s value. The excellent existing asset base is the best proof of CS’s ability to invest new equity in a value accretive and timely manner. We believe that the management and the investment and technical team in Hamburg and Halle are on the right track to grow the operations even further beyond the current scope at similar profitability rates. The cash flows from the high-quality asset base will support the further build-up of the portfolio. 29 Capital Stage AG Small/Mid-Cap: Diversified Financials Key investment point three: non-recourse debt and cheap financing conditions • The company has access to cheap state-funded finance. In Germany, the company only pays an interest rate of 4.05% and has an average 80% leverage. • All debt is on a project-by-project basis and non-recourse which shields shareholders from balance sheet risk. • In southern Europe, the financing conditions are improving and the company is able to use German state-funded finance. All the advantages of high leverage without the downsides The average leverage on the SPV level across the whole portfolio is 80%. The following charts display the respective D/E ratio of the solar and wind assets. Average debt and equitySolar for solar and wind assets Solar Solar 21% WindWind Wind 21% 33% Debt 33% Debt Debt Equity Equity 67% 79% Debt Equity Equity 67% 79% Source: Company, Berenberg estimates The high reliability of income and additional government support makes it possible to leverage investments on a high ratio. The state-owned kfW development bank provides cheap access to finance in Germany. The average interest rate across the German portfolio is 4.05%. We have estimated that this finance rate will increase to 6-7% after 10 years for the remaining eight years of the payback period. In Germany, the financing environment is the most favourable but the situation in CS’s second core market, Italy, looks promising. Whereas two years ago there was no financing available for solar and wind capacity in southern Europe the conditions have somewhat improved. The company has access to kfW loans in Italy on similar conditions as in Germany but only for projects in the primary market. The interest charges on these loans are a little higher at 4.2%. However, the economic climate in Italy now also allows financing of projects on the secondary market at an estimated 6%. The company is now confident that it can leverage at a roughly 60/40 debt/equity ratio and at an interest rate of 4.2%. It is noteworthy that owned kfW funding is also available outside Germany on similar terms. The cheap financing is a distinct feature of the business model which allows for more effective equity employment. The high leverage ratio for the SPV of course reflects on the balance sheet. We estimate that the 2013 net debt/EBITDA ratio excluding the capital increase will 30 Capital Stage AG Small/Mid-Cap: Diversified Financials stand at 5x (including the rights issue at 3.2x). However, the holding company is virtually debt-free (more than 90% equity) and the debt on SPV level is all nonrecourse. The following table gives an overview over the existing financing conditions and debt structuring. Financing conditions and debt structuring of existing portfolio Total Debt Capital Germany Italy EUR260m EUR52m 82% 72% 18 years 18 years 10 years kfW loans/ 15 years for commercial bank loans 10 years kfW loans/ 15 years for commercial bank loans 4.05% 4.20% Average project leverage ratio Average interest period Average initial fixed interest period Interest rate Structure of debt financing Project financing, non-recourse loans, no debt at holding level, no corporate bonds Source: Company Relationship to banks CS ensures the smooth functioning of its capital-intensive project development process via close relationships with its house bank and the state-owned owned kfW bank. Funding for a new project needs to be secured in the early stage of development, when uncertainty about future cash flows is high. Therefore CS’s strong relationship with well-capitalised banks is a vital precondition for competing in the primary and secondary PV and wind market. CS has worked with several banks in Italy, but in Germany, kfW and DKB have financed or co-financed nearly all of CS’s projects. As a consequence of its good banking relationships, the average project is highly geared, which helps the company increase the number of projects it can acquire at any point in time. Management has proved that this lever has not led to wasteful spending but rather funded a fast and sustainable growth. CS has in the past also carried out all-equity deals. However, in general, the company is looking to gear projects at a high rate leveraging its access to cheap finance conditions as much as it can. 31 Capital Stage AG Small/Mid-Cap: Diversified Financials Key investment point four: strong growth potential in a niche market • CS’s business model is not dependent on the prolongation of the FIT schemes. The secondary market is massive and as system prices decline renewables become more and more competitive. • The European Commission (EC) target is for a 20% share of energy from renewable sources in the EU by 2020. • Europe is the largest solar market in world with more than 70,000MW capacity as of 2012. • Wind energy plays a vital role in achieving the EU 2020 product mix targets. The EC estimates that of the 20% renewable target, wind energy will contribute 12%. The right growth strategy in a booming industry The company’s growth strategy of small and mid-sized ticket acquisitions on a project-by-project basis has been very successful in the past. When looking at the industry and the wider trends, we do not see any reason why this should change in the foreseeable future. The growth rates of the solar and wind sectors remain impressive and Europe still is the biggest market worldwide for these renewable technologies and will be for some time to come. From 2000-2010, electricity generation worldwide from wind grew by 27% and solar energy by 42% per year. In 2012, wind energy capacity increased at a slightly lower rate of 20% – bringing it up to 282GW globally. The development of the PV market has been even more dynamic – capacity has doubled in the last two years and now amounts to over 100GW. According to the International Energy Agency, electricity production from alternative energy sources will nearly triple from 2010 to 2035, reaching 31% of total generation. In 2035, PV energy will provide up to 7.5%, and wind almost a quarter, of total energy. The forecast PV growth rates are also impressive, leading to a 26-fold growth from 2010-2035. The fast build-up of renewable energy sources will require investment of USD6.4trn over the specified period to 2035. These investments include USD1.3trn for additional solar capacity and USD4.1trn for investments in wind energy. The persistent dynamic of the renewable energy market represents an enormous opportunity for the company. Renewable energy in Europe The European landscape for renewable energy has developed significantly over the past 15 years. In 1997, the EC proposed the target of 12% of energy production coming from renewable sources by 2010. After achieving 9% by 2006, the EC refined its targets in 2008. In its directive on renewable energy, the EC once again set ambitious targets for all member states so that the EU will reach a 20% share of energy from renewable sources by 2020. The chart displays the shares of energy consumption for the respective countries versus the national targets. 32 Capital Stage AG Small/Mid-Cap: Diversified Financials Renewable energy target by country (2008-2011) 25% 20% 20% 20% 18% 17% 15% 15% 10% 5% 0% 10% 11% 12% 13% 6% 8% 10% 12% 7% 8% 11% 12% 10% 12% 14% 15% European Union Italy Germany Spain 2008 2009 2010 2% 2% 3% 4% United Kingdom 2011 Source: Eurostat The chart highlights the strong need for further developments of the renewable energy space. According to Eurostat, at the end of 2011, the EU as a whole generated 13% of its energy consumption by renewable methods, up from 8.5% in 2006. There are a few major European markets which lag behind, such as the UK, which need to upscale investments to reach the European targets. This could in the future develop into a promising entry opportunity for CS. We expect the strong European trend to increase capacity will continue in the coming years. The momentum for investment in the renewable energy sector remains strong, supported by the very ambitious EU target; this has resulted in a strong political will at a country level and a speeding up of the permit delivery process for new projects in order to reach the 2020 country targets. In addition, the ongoing decommissioning of conventional energy sources will lead to a natural increase in demand for increased renewable energy capacity. The energy mix has changed dramatically in recent years: in 2000, solar capacity only made up 3% of the total, but this figure had increased to 17% in 2011. Solar energy in Europe According to EPIA, Europe remains the world’s leading region in terms of cumulative installed capacity, with more than 70GW as of 2012. This represents about 70% of the world’s cumulative PV capacity and is the direct market of CS. A lot of the European PV capacity is split into small and mid-sized installations representing enormous opportunities for CS. Europe’s market has progressed rapidly over the past decade: from an annual market of less than 1GW in 2003 to a market of over 13.6GW in 2010 and 22.4GW in 2011 – even in the face of difficult economic circumstances and varying levels of opposition to PV in some countries. But the record performance of 2011, driven by the fast expansion of PV in Italy and again a high level of installations in Germany, could not be emulated in 2012 and the market fell to 17.2GW additional PV capacity installed. For the first time in the last 12 years, the PV market in Europe decreased in terms of new connected capacity. Nonetheless, in 2012 the PV market in Europe again exceeded all expectations, since analysts had expected even lower even lower growth rate due to the difficult macroeconomic environment. The following map displays the expected global capacity (GW) by continent in 2020. 33 Capital Stage AG Small/Mid-Cap: Diversified Financials Estimated global PV capacity (GW; 2020) 85 -150 135 -180 80 -130 Europe North America 50 -60 35 -45 Asia Middle East 30 -40 Africa South America Source: Bloomberg, Berenberg Wind energy in Europe According to EPIA, Europe remains the world’s leading region in terms of cumulative wind energy plays a vital role in achieving the EU 2020 product mix targets. The EC estimates that of the 20% renewable target, wind energy will contribute 12%, explaining the very high capacity additions during the last decade. In 1995 the total installed wind capacity stood at 2.5GW and increased to 83GW in 2010, an average annual increase of 26%. In addition to the strong overall increase in wind-generated electricity capacity, the installation momentum has accelerated significantly since 2005. In 2005, wind power installations had a volume of 6.2GW, compared to 7.6GW, 8.5GW and even 10.5GW in 2006, 2007 and 2010, respectively. In 2011, wind power installation grew by 9.6GW, at which level installations are valued at EUR12.6bn.The following chart shows the impressive growth of global wind energy capacity. 34 Capital Stage AG Small/Mid-Cap: Diversified Financials Global wind power cumulative capacity (GW) 282.4 300 238 250 197.7 200 158.9 150 120.3 100 50 6.1 47.6 31.1 39.4 23.9 17.4 7.6 10.2 13.6 59 74 93.6 0 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Global wind capacity Source: GWEC, Berenberg Wind power is set to continue to expand rapidly as it becomes more costcompetitive with conventional sources of electricity generation, driven to a large degree by supportive government policies. The International Energy Agency states that the incremental electricity output from wind is greater than that of any other renewable source. According to the agency, global generation from wind will increase dramatically from 342TWh in 2010 to around 2,680TWh in 2035, pushing up its share in total electricity generation from 1.6% to 7.3%. Furthermore, the IEA estimates that wind energy will penetrate most in the EU, where it will account for almost one-fifth of electricity generated in 2035, compared with less than 5% in 2010. CS has established itself as the largest independent German solar plant operator and has the unique chance to establish itself as a specialist in a profitable, strongly growing industry which the bigger players avoid due to its fragmented and decentralised nature. 35 Capital Stage AG Small/Mid-Cap: Diversified Financials Regulatory framework • Thorough analysis of German political landscape let us to believe that retrospective cuts are very unlikely. • The German and Italian political framework is stable due to the shared contribution system that sets the situation apart from countries such as Spain. • The forward-looking changes to the German renewable legislation do not harm CS’s business model. Regulatory changes and the significance of module prices In both of CS’s core markets investments in renewable energy projects are incentivised by national regulation to promote the steady expansion of power capacity gained from renewable sources. The current German and Italian FIT scheme and its development over the next years is the single most important factor when analysing CS. The FIT system in both countries is not reliant on state subsidies but is financed by grid operators charging end-consumers a premium on their standard electricity bills. In both of CS’s markets, but particularly in Germany, the political will to promote renewable energy by creating and maintaining an attractive regulatory environment is strong. The political risk in Germany is low, whereas there is only a somewhat higher risk in Italy due to the more uncertain economic outlook. Entry into other markets such as France needs to be carefully assessed by the company in terms of the regulatory framework. This section focuses on the German and Italian regulations. The amount of the FIT depends on the development of manufacturing prices for solar and wind systems and the underlying raw materials. Policymakers adjust the FIT based on the prices of PV and wind technology. The rapid development of the Chinese solar industry and the renewables boom of the last decade have led to overcapacity in the market which has led to a collapse of solar system prices. Between the first quarter of 2010 and the first quarter of 2012, solar PV generating costs fell by 44%. The following chart shows the price development of polysilicon, the most important raw material. 36 Capital Stage AG Small/Mid-Cap: Diversified Financials Polysilicon price development (USD/kg) 400 350 300 250 200 150 100 50 0 2006 2007 2008 2009 2010 2011 2012 2013 Polysilicon Source: Bloomberg, Berenberg This situation has gradually pushed capacity out of the market and will eventually lead to a normalisation in pricing. In our model, we have provided for a conservative 5% decrease of capital expenditure. The EU has set fixed targets for the build-up of renewable energy production. The EU’s overarching goal is for the region to generate 50% of its total energy from renewable sources by 2030. This ambitious plan is to be realised by EU national governments through direct subsidies and FIT schemes which are to be adjusted to account for market parameters such as changes in the price of renewable technology. The correlation and interplay between solar panel prices and the FIT is strong and has to kept in mind when analysing the regulatory framework and likely changes. German national renewables regulation (EEG) The EEG is widely regarded as the most successful piece of legislation promoting renewable energy production. The act was passed in 2000, and since then it has been amended a number of times to reflect changes in market conditions and capacity quotas set by the German government. The EEG’s purpose is to support renewable energy investments by securing and stabilising electricity prices from clean sources. The targets are to scale renewable electricity production up from the 20.5% of total energy production achieved in H1 2012 to 50% in 2030, 65% in 2040 and 80% in 2050 (subject to coalition negotiations). The core elements of the EEG are: renewable energy receives preferential treatment – the grid operators are obliged to prioritise clean power in terms of connection, transmission and acceptance; and FIT – the EEG ensures the payment of constant FITs over a 20-year period for electricity produced by installations commissioned by the grid operator. The following table shows the degression of PV FITs for ground-mounted greenfield systems between 2004 and 2012. 37 Capital Stage AG Small/Mid-Cap: Diversified Financials Degression of solar FITs (EURct/kWh) PV FIT 2007 E UR c t/kW h Agricultural land Contaminated land Others 38.0 38.0 38.0 2008 35.5 35.5 35.5 2009 31.9 31.9 31.9 July 28.4 28.4 28.4 2010 2011 October 25.4 22.1 24.3 21.1 January 18.8 17.9 2012 April 13.5 - * From October 2010 no FIT for agricultural land; Source: German Federal Environment Ministry (BMU) In 2012, there were some major amendments to the act due to the progressively decreasing prices for renewable energy systems. In addition, the development of renewables entered a new strategic phase. The government would like to have more active control over the PV FIT, in order to improve flexibility and control the volume of installed PV capacity more tightly. This encompasses: more frequent FIT reductions; PV capacity quotas which reduce tariffs at certain thresholds; 52GW PV total capacity threshold. It was noteworthy that in the 2012 review the 10MW size limitation on plants eligible for remuneration stayed in place. Another significant addition to the already existing regulatory act was the market premium option which allows renewable energy producers to market electricity directly to the market. Instead of receiving a FIT, the operator receives the spot rate and an additional market premium payment which is calculated on a monthly basis and is equal to the difference between the FIT price and the reference price at the end of each month. The following table shows the new FIT compensation for ground-mounted greenfield projects and the newly established reduction rate for 2013. Degression schedule for ground-mounted greenfield projects in 2013 (EURct) 16.0 14.0 13.5 13.1 12.8 12.4 12.0 11.8 11.3 10.0 8.0 6.0 Avg. spotmarket px 5-7EURct/kWh 4.0 2.0 FIT (EURct/ kWh) Source: German Federal Environment Ministry (BMU) 38 10.8 10.4 10.1 9.9 Capital Stage AG Small/Mid-Cap: Diversified Financials The PV degression certainly puts pressure on all market participants to operate more cost efficiently. However, the transparent nature of the reductions will give participants enough time to react to changes. The following chart displays the reductions of the PV/wind FIT on its path to “grid parity” (ability to compete in free market). Development of German FIT (2000-2016E) 60 50 40 30 20 10 0 2000 2002 2004 2006 Onshore Wind DE 2008 2010 2012 2014 2016 PV DE Source: German Federal Environment Ministry (BMU) The 2012 EEG also modified the compensation structure for wind-generated electricity. In general, all onshore wind projects receive the same FIT payment for an initial period of five years. After the initial payments, sites with the strongest wind speeds are compensated at a lower base rate for the remaining 15 years of the FIT contract. In line with this, the regulation awards the higher initial payment for a longer period of time for those sites that have a weaker load factor. The difference between the initial and the base payment is computed using a formula that compares the respective projects to a “reference yield” benchmark. Details of the FIT schedule are shown in the following table. FIT scheme for wind energy EEG 2009 versus EEG 2012 Wind FIT E UR c t/kW h EEG 2009 EEG 2012 Initital payment 9.2 8.9 Base payment 5.0 4.9 Repowering bonus 0.5 0.5 System services bonus 0.5 installed before 1/1/14 0.48 installed before 1/1/15 Degression pa 1.00% 1.50% Source: German Federal Environment Ministry (BMU) Before the modification of the EEG in 2009, the initial payment was reduced annually using a degression schedule. In response to a rise in copper and steel prices, which led to an increase in installation costs, payments were adjusted to reflect the decreasing attractiveness of wind projects to investors. The 2012 EEG amendments included a further adjustment of the wind FIT – the current rate now amounts to EUR0.089/kWh for the initial payment and EUR0.049/kWh for the base compensation. The degression has been increased to 1.5%. However, in contrast to PV energy, the compensation guaranteed by the government has been 39 Capital Stage AG Small/Mid-Cap: Diversified Financials pretty stable, only decreasing at very moderate rates. From an investment perspective, the 2012 EEG amendments have not significantly changed the competitive environment in the wind market, as the payments are still fixed at levels that are largely above the market rate and the revised regulation has provided a transparent schedule for future price declines. The newly introduced market premium proved to be attractive option for wind operators because it allows wind farms to reap more profit than would be possible under the normal FIT regime. The revised EEG can be viewed as a decisive step in the direction of a grid parity future, where the policy is more flexible and offers less of a financial cushion to investors. It is noteworthy that the EPIA expects PV energy to be fully competitive by 2020. The outlook still provides ample leeway for CS to develop its FIT-based portfolio further. Italian national renewables regulation (Conto Energia) The regulatory framework in Italy has for some years provided a stable foundation for the development of alternative energy sources. In the face of the financial crisis and the ensuing European debt crisis, the Italian government has tried to scale down its expenses. While fiscal considerations have had no direct influence on the FIT scheme, the ensuing economic difficulties have led to a review of the renewable compensation structure. In general, the Italian scheme has been more generous to operators of renewable energy plants in the past than other European schemes. The structure of the Italian PV FIT scheme is similar to the German system – the Italian government guarantees the off-take of renewable power from commissioned plants for a 20-year period at fixed rates by the grid operators. The market premium option is also available in Italy. As in Germany, instead of just receiving the FIT, the PV operator can also sell the electricity on the open market and receive an additional payment on top. The economic downturn and the ensuing euro crisis have triggered severe cuts in Italy. To relieve Italian consumers, the government drafted the Conto Energia V, a new renewable energy resolution which was introduced in July 2012. The resolution contains new regulations and reductions in quotas. The major changes are as follows: obligatory registration for PV installations of more than 12kWh; FIT ceiling fixed at a total of EUR6.7bn pa; self-consumption is no longer subsidised separately. As a result of the new registration requirement, PV installations only receive FITs if they are entered in the corresponding register and remain within the following annual limits: first register: EUR140m; second register: EUR120m; subsequent registers: EUR80m per register until the EUR6.76bn upper limit is reached. Investors can apply to receive FIT from the respective registers until the funds are used up. The FIT level is adapted every six months on the basis of the actual capacity added and the resulting level of subsidies remaining. In 2013, the subsidy system has been altered and now includes a unitary tariff for the amount of electricity fed into the grid. In addition, the producer can receive a supplementary premium for own consumption. The details are displayed in the following table. 40 Capital Stage AG Small/Mid-Cap: Diversified Financials Italian solar FIT scheme PV Capacity E UR/kWh 1<P<3 3 < P < 20 20 < P < 200 200 < P < 1000 1000 < P < 5000 P > 5000 Building-mounted Unitariy tariff Own consumption 0.208 0.126 0.196 0.114 0.175 0.093 0.142 0.060 0.126 0.044 0.119 0.037 Unitariy tariff 0.201 0.189 0.168 0.135 0.120 0.113 Others Own consumption 0.119 0.107 0.086 0.053 0.038 0.031 Source: GSE, Bloomberg All installations coming online after 27 February 2015 will be subject to a tariff reduction of 15% every six month. This reduction is dependent on the level of the FIT that has already been paid. If the subsidy limit has not been reached by February 2015, the FIT is reduced by 15% every six months. The excessive build-up of onshore wind capacity has, with the help of generous tariff schemes, produced a comparably inefficient Italian wind sector. The new regulations passed in July 2012 are designed to improve the competitive landscape and increase the effectiveness of future capacity. The key features of the new regulations are as follows: 1) registration is required for all installations generating over 60kW; 2) the total capacity of all registered installations is limited to 60MW per year; 3) a new auction process has been introduced for wind power installations with a combined capacity of over 10MW; and 4) total capacity of 500MW for all installations in the annual meeting. Overall, we conclude that the subsidy changes leave the market for both solar and wind energy in Italy in a favourable position. The following chart displays the historical and expected PV/ wind FIT development. Development of Italian FIT (EURct/kWh) 50 45 40 35 30 25 20 15 10 5 0 2007 2008 2009 2010 2011 2012 2013 PV-Greenfield IT Onshore Wind IT Source: GSE, Bloomberg The new Conto Energia V has altered the competitive landscape, resulting in cutbacks on FIT payments and increasing pressure on the industry to become more competitive. Nevertheless, CS still regards the Italian market as a promising investment destination. The company states that the higher irradiance and the lower but reasonable FIT level in conjunction with a relatively stable political and improving economic environment have led the Italian solar industry close to grid parity. However, the company will focus on the acquisition of existing plants to avoid the risks associated with developing new PV and wind parks. The regulatory changes and the general state of the economy have put a strain on Italian solar and wind operators which gives rise to profitable M&A opportunities. In the past, CS has managed to conclude value-accretive deals in the secondary market, and the company will seek out similar opportunities in the future. 41 Capital Stage AG Small/Mid-Cap: Diversified Financials Valuation and sensitivity analysis We estimate a price target of EUR5.4/share based on a CFRoEV15E and DCF. Cash flow return on enterprise value (CFRoEV) We believe that CFRoEV method is an appropriate method for valuing CS for two reasons. Firstly, due to the FIT structure, CS’s cash flows are stable from year to year, which leads us to believe that today’s cash flows are at the very least a base case for next year’s cash flows. Secondly, the hurdle rate approach used by the CFRoEV model allows us to set a target rate of return consistent with the quality and risk of the assets within CS’s portfolio. Our 2015E CFRoEV model indicates an implied fair market valuation of EUR5.5/ share, based on an 8.1% hurdle rate and an estimated FY15 adjusted cash flow of EUR62.4m. Our hurdle rate estimates are based on the stability of the business, financial stability, balance sheet/liquidity risk and the company’s track record. It is noteworthy that maintenance capital expenditure is very low due to long-term contracts with service providers which guarantee continuous operation of all of CS’s capacity. Despite CS’s stable business model, high levels of debt pose some balance sheet and financial risks, leading to a fairly high hurdle rate. However, as mentioned above, the risk posed is relatively contained by the non-recourse nature of the loans on the SPV basis. While CS’s high debt levels are nonetheless a factor, we think the stability of cash flows should provide a sufficient cushion for equity holders based on our current hurdle rate. 42 Capital Stage AG Small/Mid-Cap: Diversified Financials CFRoEv 2015E post-capital increase Capital Stage AG Business year end: 31.12 2013 2014 2015 2016 2017 EBIT adj. for PPA 18.5 36.6 46.2 55.5 64.1 + Depreciation of fixed assets 14.5 20.9 25.3 28.5 30.2 + Amortisation of intangible assets 3.4 4.9 6.0 6.7 7.1 - Maintenance capex 0.3 0.4 0.5 0.6 0.6 = Adjusted EBIT 36.1 62.0 77.0 90.1 100.7 - Taxes (normalised tax rate) 4.2 10.8 14.3 16.5 19.2 - Minorities 0.2 0.2 0.3 0.4 0.4 = Adjusted cash flow after tax 31.7 51.0 62.4 73.3 81.1 Hurdle rate 8.1% 8.1% 8.1% 8.1% 8.1% 393 633 776 910 1008 181.1 328.1 414.3 456.7 450.2 - Pension provisions 0.1 0.2 0.3 0.3 0.3 - Off balance sheet financing 0.0 0.0 0.0 0.0 0.0 - Adjustments prepayments 0.0 0.0 0.0 0.0 0.0 - dilution convertible 0.0 0.0 0.0 0.0 0.0 + Financial assets (JV) 0.0 0.0 0.0 0.0 0.0 + Accumulated dividends outstanding 0.0 5.3 12.8 22.6 33.0 = Fair market capitalization 212.2 310.0 373.9 475.7 590.3 Number of shares (million) 67.56 67.56 67.56 67.56 67.56 Number of options / dilutive shares 0.00 0.00 0.00 0.00 0.00 Fully diluted no. of shares 67.56 67.56 67.56 67.56 67.56 3.1 4.6 5.5 7.0 8.7 = Fair EV - Net debt (cash) Fair value per share (EUR) Source: Berenberg estimates We have rolled over the CFRoEV from 2014 to 2015 to include the full effect of the rights issue which will only be visible after the full consolidation of the assets acquired. Discounted cash flow (DCF) While we prefer the application of the CFRoEV method for valuing CS, the DCF framework allows us to factor both possible growth and cash outflows attributable to acquisitions made by CS. Under the DCF methodology, we arrive at a fair value of EUR5.3/ share based on the following assumptions: Beta of 1.0; an equity risk premium of 6.0%; a 10-year risk free rate of 4.0%; an after-tax cost of debt at 4.4%; and a terminal growth rate of 2.0%. The cash flow profile over the forecast period follows a J-curve profile, forecasting heavy capex in FY14-16 due to estimated acquisition costs during this period. From FY16 onwards, we forecast a gradual decline in capex, assuming a return to a long-term stable investment policy. The impact of our investment policy assumptions leads to large negative outflows in the early stage of the valuation followed by growing inflows diverted towards debt repayments. 43 Capital Stage AG Small/Mid-Cap: Diversified Financials Cash flow profile over the forecast period 200.0 157.9 150.0 114.2 100.0 86.4 84.1 50.0 19.9 0.0 23.8 37.0 17.3 12.8 0.1 83.0 74.2 66.8 61.7 44.6 6.9 25.0 4.0 23.3 3.8 19.0 3.2 2.4 14.0 -12.7 -50.0 -60.9 -100.0 -126.5 -150.0 2013e 2014e 2015e CAPEX 2016e 2017e Net Cash Flow 2018e 2019e 2020e 2021e Acquisitions Source: Berenberg estimates The outcome of the DCF valuation depends to a high degree on the estimate of, and underlying assumptions about, the discount rate used. This is especially true when 77% of the company’s value is captured by the terminal value, as in the case of CS. In our model we use a 2013E WACC of 7.6%. Although this might seem fairly low at first sight, in our view, there are a number of arguments that support this choice. (1) Non-recourse loans: In line with most companies in project-related industries, CS operates on very high leverage, with net debt of EUR247.4m in 2013. In analysing the company’s risk profile, it is important to recognise the limited liability of the shareholders of the holding company for the debt at the project level. In addition to the limited liability factor, the holding company does not have any debt. The fact that the majority of the company’s leverage stems from the project level with no recourse to the holding company, along with the non-existence of debt at the group level, reduces the perceived risk from the aggregate balance sheet debt. (2) No binary risks: CS operates a diversified business model with sizeable installed capacity across two very different renewable energy technologies and two countries which reduce political and regulative risks. Although relatively small at present, other streams of revenue from the services and investment segment should in the future cushion volatility in the power producing divisions. This business model distinguishes the company from the average competitor in the renewables sector. In addition, CS only operates in countries that have FIT policies in place. This ensures longterm take-off agreements which secure constant revenue streams for long periods. The combination of wind and solar acts as a natural hedge which, in conjunction with the other revenue streams, reduces the company’s volatility significantly while at the same time offering significant upside potential during strong wind or sun years. 44 Capital Stage AG Small/Mid-Cap: Diversified Financials (3) Financing conditions: CS has access to low-interest government loans. The company pays interest rates as low as 4.05% during the initial 10 years of projects subsequently switching to a moderate 6-7% interest charge. Of the debt on CS’s balance sheet, the majority is sourced from government lending programmes leading to an average after-tax interest charge of 4.4%. The effects of CS’s access to cheap debt financing are expected to remain in the long run, with the debt trend reversing as we enter the cashgenerative phase of our valuation, nearly halving net debt by 2022 from its peak in 2017. (4) Golden end: We have modelled the company on a project-by-project basis taking into account the respective length of the lease contracts. The solar and wind plants CS acquires can easily be operational for more than the 20 year FIT period. The period after 20 years is called the “golden end” because the assets are fully depreciated and debt is paid down improving the cash profile significantly. We have only valued in the length of the lease contracts however we are conservative in regard to lease extensions which are in place for most of the assets. We have not included the lease extension period in our valuation. In contrast to other renewable power producers, CS’s business model is relatively well diversified, balancing out the company’s volatility. In particular, the beneficial terms of financing and the stable nature of FIT contracts lead to a predictable revenue stream. In conjunction with the non-recourse nature of the leverage, we think the risk is moderate and therefore assume a beta of 1 to reflect the relative stability of the business. The combination of both lower debt financing levels as well as our low beta assumption leads us to a relatively low WACC of ~6.8% throughout our forecast period. DCF model 2013E post-capital increase DCF model EURm Operating profit (NOPAT) Change working capital Depreciation Acquisitions Investments Net cash flow Present value WACC 2013e 26.5 -0.7 17.9 19.9 0.1 89.4 88.8 7.7% DCF per share derived from Total present value thereof terminal value: Net debt at year start Investments, minorities & others Equity value No. of outstanding shares Discounted cash flow per share 2014e 2015e 2016e 31.5 40.6 50.1 -2.2 -1.3 -1.1 25.8 31.3 35.2 157.9 114.2 84.1 23.8 17.3 12.8 -126.5 -117.9 6.7% -60.9 -53.2 6.7% -12.7 -10.4 6.6% 2017e 51.8 -0.6 37.3 44.6 6.9 2018e 52.8 -0.4 38.4 25.0 4.0 2019e 54.9 -0.4 39.4 23.3 3.8 2020e 56.5 -0.4 40.3 19.0 3.2 2021e 58.9 -0.4 41.0 14.0 2.4 2022e 60.7 -0.4 2.3 13.4 2.3 Terminal value 37.0 28.5 6.6% 61.7 44.5 6.7% 66.8 45.0 6.7% 74.2 46.4 6.8% 83.0 47.8 7.1% 46.9 24.7 7.3% 900.8 474.0 7.7% Long-term growth rate 2.0% WACC derived from 618 77% 247 -10 360.7 67.6 5.3 Interest costs, pre-tax 5.0% Tax rate Interest costs, after taxes Required ROE Risk premium Risk-free (10y. bond) 11.7% 4.4% 10.0% 6.0% 4.0% Beta 1.0 Source: Berenberg estimates 45 Capital Stage AG Small/Mid-Cap: Diversified Financials Sensitivity analysis DCF Sensitivity analysis DCF Long-term growth rate 1.5% 2.0% 2.5% 3.00% 1.2 8.3% 3.3 3.7 4.2 4.8 5.5 1.1 8.0% 3.7 4.2 4.7 5.4 6.2 7.7% 4.2 4.7 5.3 6.1 7.0 7.3% 4.7 5.3 6.0 6.9 8.0 7.0% 5.2 5.9 6.8 7.8 9.1 1.0 0.9 0.8 WACC Beta Fair value per share (EUR) 1.0% Source: Berenberg estimates Based on the outlined assumptions, we derive an fair value per share of EUR5.3 based on the DCF model represented above. Consolidated valuation Applying the CFRoEV15E and DCF valuation tools, we estimate an average value per share of EUR5.4. The following chart gives an overview of the two methodologies and current equity valuation. Valuation summary – average share price of EUR5.4 6.0 EUR 5.5 EUR 5.3 EUR 5.0 EUR 4.0 EUR 3.0 EUR 2.0 EUR 1.0 EUR 0.0 EUR CFRoEV15E DCF Source: Berenberg estimates 46 Capital Stage AG Small/Mid-Cap: Diversified Financials Multiples valuation (not included in valuation) In addition to cash flow methods, we also employ multiples-based methodologies in valuing CS. Although we do not believe this is the best way to value the company, we recognise the importance of benchmarking CS against its key peers. To value the business on a multiples basis, we use a comparable company analysis but do not include this in our final valuation. Comparable company analysis While CS does not have any directly comparable peers due to the hybrid nature of the business (one part portfolio company, one part renewable energy firm), we believe the company’s focus on renewables and its commitment to further developing this business justifies comparison with major renewables energy firms, using the following companies as our peer group. Sechilienne-Sidec is a French company specialised in designing, constructing and subsequently operating low- and medium-power plants. The company is mainly involved in thermal, wind and PV energy not only in Europe but also in the Indian Ocean and the Caribbean. ENEL Green Power is an Italian company focusing on operating renewable energy plants. The company is therefore not focused on a specific energy source but operates a wide range of plants generating wind, solar, geothermal, hydroelectric and biomass energy. EDP Renováveis is a utilities company based in Spain. Similarly to CS, it develops and operates its own plants. It is, however, active in a larger variety of market segments such as hydroelectric and thermal solar energy. In particular, it is the third-largest producer of wind energy in the world. MVV Energie is made up of a variety of German municipal utilities companies. MVV Energie also owns a natural gas grid which includes transportation and distribution systems. In addition, the company provides a variety of related services, mainly consulting. To value CS, we use EV/EBITDA, EV/EBIT and P/E. We used the median multiple for valuation. Company Country EURm Mkt Cap EURm Enel Green Power Spa Italy Sechilienne-Sidec France Edp Renovaveis SA MVV Energie AG EV/EBITDA 2013 2014 EV/EBIT 2015 2013 2014 P/E 2015 2013 2014 2015 7,695 7.5x 6.9x 6.2x 12.1x 10.8x 9.7x 15.5x 13.5x 11.7x 310 7.6x 7.4x 6.8x 11.8x 11.8x 10.2x 10.7x 10.9x 10.9x Spain 3,484 7.7x 6.8x 6.1x 15.2x 12.8x 11.3x 22.7x 16.7x 13.4x Germany 1,405 7.6x 7.3x 7.0x 14.7x 14.1x 13.4x 17.6x 17.2x 16.1x Average 3,224 7.6x 7.1x 6.5x 13.5x 12.4x 11.1x 16.6x 14.6x 13.0x Median 2,445 7.6x 7.1x 6.5x 13.4x 12.3x 10.7x 16.6x 15.1x 12.6x 9.0x 9.0x 8.2x 14.4x 15.1x 13.3x 17.6x 14.8x 10.7x 18.5% 27.2% 25.4% 6.8% 22.2% 19.6% 5.8% 1.6% -17.9% Capital Stage AG Germany 122 Above/ below peers 47 Capital Stage AG Small/Mid-Cap: Diversified Financials Financials Profit and loss account Year-end December (EUR m) Sales Own work capitalised Total sales Other operating income Material expenses Personnel expenses Other operating expenses Unusual or infrequent items EBITDA Depreciation EBITA Amortisation of goodwill Amortisation of intangible assets Impairment charges EBIT Interest income Interest expenses Other financial result Financial result Income on ordinary activities before taxes Extraordinary income/loss EBT Taxes Net income from continuing operations Income from discontinued operations (net of tax) Net income Minority interest Net income (net of minority interest) Source: Company data, Berenberg estimates 2011 35 0 35 11 5 4 12 0 25 10 15 0 1 0 13 1 9 0 -8 5 0 5 3 2 0 3 3 -1 48 2012 45 0 45 16 7 6 15 0 34 11 23 0 3 0 21 1 12 0 -11 9 0 9 0 9 0 9 1 9 2013E 55 0 55 11 2 3 12 0 48 15 33 0 3 0 30 1 12 0 -11 19 0 19 2 17 0 17 0 16 2014E 83 0 83 2 4 4 12 0 64 21 43 0 5 0 38 1 19 0 -18 20 0 20 3 16 0 16 0 16 2015E 100 0 100 4 5 4 14 0 81 25 56 0 6 0 50 1 23 0 -22 28 0 28 5 23 0 23 0 22 2016E 115 0 115 6 5 4 15 0 97 29 68 0 7 0 61 1 25 0 -24 37 0 37 7 30 0 30 0 30 Capital Stage AG Small/Mid-Cap: Diversified Financials Balance sheet Year-end December (EUR m) Intangible assets Property, plant and equipment Financial assets Fixed Assets Inventories Accounts receivable Other current assets Liquid assets Deferred taxes Deferred charges and prepaid expenses Current assets TOTAL Shareholders' equity Minority interest Pensions provisions Other provisions Provisions and accrued liabilities Interest-bearing liabilities Accounts payable Advance payments Other liabilities Current liabilities Deferred taxes Other accruals TOTAL Source: Company data, Berenberg estimates 2011 40 204 12 255 2 6 4 32 1 1 45 300 85 7 0 0 0 187 5 0 4 8 12 0 300 49 2012 76 317 3 396 2 3 14 34 3 2 59 455 122 8 0 2 2 282 2 0 7 9 32 0 455 2013E 78 320 0 398 3 4 22 100 3 2 135 533 200 10 0 2 2 284 3 0 8 11 29 0 536 2014E 113 442 0 554 5 6 43 69 5 4 132 686 210 15 0 3 3 401 4 0 12 16 44 0 689 2015E 135 519 0 654 5 7 52 72 6 4 147 802 221 18 0 3 4 491 5 0 15 20 53 0 806 2016E 150 566 0 716 6 8 60 90 7 5 176 892 237 21 0 4 4 553 5 0 17 23 61 0 898 Capital Stage AG Small/Mid-Cap: Diversified Financials Cash flow statement EUR m Net profit/loss Depreciation of fixed assets (incl. leases) Amortisation of goodwill Amortisation of intangible assets Change in long-term provisions Other Change in inventory Change in accounts receivable Change in accounts payable Change in other working capital Change in working capital Cash flow from operating activities CAPEX Payments for acquisitions Financial investments Income from asset disposals Cash flow from investing activities Cash flow before financing Increase/decrease in debt position Purchase of own shares Capital measures Dividends paid Others Cash flow from financing activities Effects of exchange rate changes on cash Increase/decrease in liquid assets Liquid assets at end of period Source: Company data, Berenberg estimates 2011 3 17 0 1 0 3 0 0 0 0 1 24 24 20 1 12 -33 -9 11 0 23 0 -16 18 0 9 32 50 2012 9 11 0 3 0 4 0 0 0 0 1 27 24 30 0 0 -54 -28 38 0 31 2 -38 29 0 2 27 2013E 17 15 0 3 0 -1 -1 -1 0 0 -1 33 3 20 -3 0 -20 7 2 0 66 5 0 63 0 75 103 2014E 16 21 0 5 0 0 -2 -2 1 0 -2 40 24 158 0 0 -182 -147 117 0 0 5 0 112 0 -30 73 2015E 23 25 0 6 0 0 -1 -1 1 0 -1 52 17 114 0 0 -131 -86 90 0 0 7 0 83 0 4 77 2016E 30 29 0 7 0 0 -1 -1 1 0 -1 64 13 84 0 0 -97 -42 62 0 0 10 0 52 0 19 96 Capital Stage AG Small/Mid-Cap: Diversified Financials Growth rates yoy (%) Net sales Organic External EBITDA EBIT Net income EPS reported EPS recurring Source: Company data, Berenberg estimates 2011 173.2 % 0.0 % 173.2 % 82.3 % 92.7 % 54.2 % n.a. n.a. 51 2012 27.2 % 0.0 % 27.2 % 36.0 % 57.2 % 259.1 % n.a. n.a. 2013E 21.1 % 0.0 % 21.1 % 42.1 % 45.0 % 81.0 % 108.0 % 106.2 % 2014E 52.2 % 0.0 % 52.2 % 33.7 % 29.1 % -1.5 % -1.5 % -1.5 % 2015E 20.9 % 0.0 % 20.9 % 26.8 % 29.6 % 39.5 % 39.5 % 39.6 % 2016E 14.1 % 0.0 % 14.1 % 18.9 % 21.8 % 33.1 % 33.1 % 33.1 % Capital Stage AG Small/Mid-Cap: Diversified Financials Regional sales Regional Sales (EUR m) Domestic Rest of Europe NAFTA Asia Pacific Rest of World TTL 2011 - 2012 - 2013E - 2014E - 2015E - 2016E - Regional sales shares Domestic Rest of Europe NAFTA Asia Pacific Rest of World TTL Source: Company data, Berenberg estimates 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 52 Capital Stage AG Small/Mid-Cap: Diversified Financials Ratios Ratios Asset utilisation efficiency Capital employed turnover Operating assets turnover Plant turnover Inventory turnover (sales/inventory) Operational efficiency Operating return Total operating costs / sales Sales per employee EBITDA per employee EBIT margin Return on capital EBIT/ Y/E capital employed EBIT / avg. capital employed EBITDA/ Y/E capital employed EBITDA / avg. capital employed Return on equity Net profit / Y/E equity Recurring net profit / Y/E equity Net profit / avg. equity Recurring net profit / avg. equity Security Net debt (if net cash=0) Debt / equity Net gearing Interest cover EBITDA / interest paid Altman's z-score Dividend payout ratio Liquidity Current ratio Acid test ratio Free cash flow Funds management Avg. working capital / sales Cash flow / sales Free cash flow/sales Inventory processing period (days) Receivables collection period (days) Payables payment period (days) Cash conversion cycle (days) Trade creditors / trade debtors Other Interest received / avg. cash Interest paid / avg. debt Capex / dep'n Cost per employee Capex / sales Maint. capex / sales Cash flow Cash ROCE Free cash flow yield Source: Company data, Berenberg estimates 53 2011 2012 2013E 2014E 2015E 2016E 0.1 0.2 0.2 18.6 0.1 0.1 0.1 18.4 0.1 0.2 0.2 18.4 0.1 0.2 0.2 18.4 0.1 0.2 0.2 18.4 0.1 0.2 0.2 18.4 12.0% 30.1% 669.1 467.4 37.4% 10.5% 25.3% 739.6 552.3 45.5% 14.7% 12.3% 778.0 682.0 54.9% 14.3% 23.0% 1028.6 792.3 45.9% 15.4% 19.2% 1080.0 872.6 49.7% 16.8% 15.8% 1232.8 1037.9 53.4% 4.7% 5.8% 8.9% 10.9% 5.0% 5.9% 8.1% 9.7% 6.0% 6.6% 9.7% 10.5% 6.1% 6.8% 10.2% 11.4% 6.8% 7.3% 11.1% 11.9% 7.5% 7.9% 11.8% 12.5% -1.0% -0.9% -1.1% -1.0% 7.0% 7.1% 8.3% 8.4% 8.2% 8.1% 10.1% 10.1% 7.7% 7.7% 7.9% 7.8% 10.2% 10.2% 10.4% 10.4% 12.6% 12.6% 13.1% 13.0% 155 221.0% 183.4% 1.5 2.8 0.7 100% 247 230.6% 202.6% 1.7 2.9 0.6 44% 183 141.8% 91.6% 2.6 4.1 0.8 33% 331 190.9% 157.9% 2.0 3.4 0.7 33% 419 222.6% 189.9% 2.2 3.6 0.7 33% 463 233.1% 195.2% 2.5 3.9 0.7 33% 0.9 0.9 -0.5 0.8 0.7 0.4 1.8 1.8 1.8 1.4 1.3 1.0 1.4 1.3 1.6 1.5 1.4 1.7 1.6% 31.9% 1.2% 132 62 312 -118 75.0% 7.7% 70.1% 7.1% 130 25 112 44 66.9% 7.1% 76.6% 54.4% 440 25 378 87 66.9% 6.4% 62.9% 19.5% 383 25 330 79 66.9% 7.1% 65.1% 35.3% 437 25 375 87 66.9% 7.3% 68.0% 45.0% 474 25 408 92 66.9% 2.6% 5.9% 136.0% 84 70.1% 1.3% 11 5.0% 0.4% 2.1% 5.0% 181.5% 97 53.0% 0.5% 32 9.1% 1.9% 0.8% 4.1% 0.5% 49 0.2% 0.5% 42 9.2% 11.9% 0.7% 5.5% 92.0% 51 28.6% 0.5% 52 9.3% 6.5% 1.0% 5.1% 55.3% 45 17.2% 0.5% 65 9.6% 14.2% 0.9% 4.8% 36.4% 45 11.2% 0.5% 78 10.1% 20.7% Capital Stage AG Small/Mid-Cap: Diversified Financials Please note that the use of this research report is subject to the conditions and restrictions set forth in the “General investment-related disclosures” and the “Legal disclaimer” at the end of this document. For analyst certification and remarks regarding foreign investors and country-specific disclosures, please refer to the respective paragraph at the end of this document. Disclosures in respect of section 34b of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) Company Capital Stage AG (1) (2) (3) (4) (5) Disclosures 1, 3, 5 Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as “the Bank”) and/or its affiliate(s) was Lead Manager or Co-Lead Manager over the previous 12 months of a public offering of this company. The Bank acts as Designated Sponsor for this company. Over the previous 12 months, the Bank and/or its affiliate(s) has effected an agreement with this company for investment banking services or received compensation or a promise to pay from this company for investment banking services. The Bank and/or its affiliate(s) holds 5% or more of the share capital of this company. The Bank holds a trading position in shares of this company. Historical price target and rating changes for Capital Stage AG in the last 12 months (full coverage) Date 16 May 13 03 September 13 28 November 13 Price target - EUR 5.00 4.70 5.40 Rating Buy Buy Buy Initiation of coverage 16 May 13 Berenberg distribution of ratings and in proportion to investment banking services Buy Sell Hold 40.74 % 17.41 % 41.85 % 58.62 % 10.34 % 31.03 % Valuation basis/rating key The recommendations for companies analysed by Berenberg’s Equity Research department are made on an absolute basis for which the following three-step rating key is applicable: Buy: Sustainable upside potential of more than 15% to the current share price within 12 months; Sell: Sustainable downside potential of more than 15% to the current share price within 12 months; Hold: Upside/downside potential regarding the current share price limited; no immediate catalyst visible. NB: During periods of high market, sector, or stock volatility, or in special situations, the recommendation system criteria may be breached temporarily. Competent supervisory authority Bundesanstalt für Finanzdienstleistungsaufsicht -BaFin- (Federal Financial Supervisory Authority), Graurheindorfer Straße 108, 53117 Bonn and Marie-Curie-Str. 24-28, 60439 Frankfurt am Main, Germany. 54 Capital Stage AG Small/Mid-Cap: Diversified Financials General investment-related disclosures Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as „the Bank“) has made every effort to carefully research all information contained in this financial analysis. The information on which the financial analysis is based has been obtained from sources which we believe to be reliable such as, for example, Thomson Reuters, Bloomberg and the relevant specialised press as well as the company which is the subject of this financial analysis. Only that part of the research note is made available to the issuer (who is the subject of this analysis) which is necessary to properly reconcile with the facts. Should this result in considerable changes a reference is made in the research note. Opinions expressed in this financial analysis are our current opinions as of the issuing date indicated on this document. The companies analysed by the Bank are divided into two groups: those under “full coverage” (regular updates provided); and those under “screening coverage” (updates provided as and when required at irregular intervals). The functional job title of the person/s responsible for the recommendations contained in this report is “Equity Research Analyst” unless otherwise stated on the cover. The following internet link provides further remarks on our financial analyses: http://www.berenberg.de/research.html?&L=1&no_cache=1 Legal disclaimer This document has been prepared by Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as „the Bank“). This document does not claim completeness regarding all the information on the stocks, stock markets or developments referred to in it. On no account should the document be regarded as a substitute for the recipient procuring information for himself/herself or exercising his/her own judgements. The document has been produced for information purposes for institutional clients or market professionals. Private customers, into whose possession this document comes, should discuss possible investment decisions with their customer service officer as differing views and opinions may exist with regard to the stocks referred to in this document. This document is not a solicitation or an offer to buy or sell the mentioned stock. The document may include certain descriptions, statements, estimates, and conclusions underlining potential market and company development. These reflect assumptions, which may turn out to be incorrect. The Bank and/or its employees accept no liability whatsoever for any direct or consequential loss or damages of any kind arising out of the use of this document or any part of its content. The Bank and/or its employees may hold, buy or sell positions in any securities mentioned in this document, derivatives thereon or related financial products. The Bank and/or its employees may underwrite issues for any securities mentioned in this document, derivatives thereon or related financial products or seek to perform capital market or underwriting services. Analyst certification I, Stanislaus von Thurn und Taxis, hereby certify that all of the views expressed in this report accurately reflect my personal views about any and all of the subject securities or issuers discussed herein. In addition, I hereby certify that no part of my compensation was, is, or will be, directly or indirectly related to the specific recommendations or views expressed in this research report, nor is it tied to any specific investment banking transaction performed by the Bank or its affiliates. Remarks regarding foreign investors The preparation of this document is subject to regulation by German law. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. United Kingdom This document is meant exclusively for institutional investors and market professionals, but not for private customers. It is not for distribution to or the use of private investors or private customers. 55 Capital Stage AG Small/Mid-Cap: Diversified Financials United States of America This document has been prepared exclusively by the Bank. Although Berenberg Capital Markets LLC, an affiliate of the Bank and registered US broker-dealer, distributes this document to certain customers, Berenberg Capital Markets LLC does not provide input into its contents, nor does this document constitute research of Berenberg Capital Markets LLC. In addition, this document is meant exclusively for institutional investors and market professionals, but not for private customers. It is not for distribution to or the use of private investors or private customers. This document is classified as objective for the purposes of FINRA rules. Please contact Berenberg Capital Markets LLC (+1 617.292.8200), if you require additional information. Third-party research disclosures Company Disclosures Capital Stage AG no disclosures (1) (2) (3) (4) (5) Berenberg Capital Markets LLC owned 1% or more of the outstanding shares of any class of the subject company by the end of the prior month.* Over the previous 12 months, Berenberg Capital Markets LLC has managed or co-managed any public offering for the subject company.* Berenberg Capital Markets LLC is making a market in the subject securities at the time of the report. Berenberg Capital Markets LLC received compensation for investment banking services in the past 12 months, or expects to receive such compensation in the next 3 months.* There is another potential conflict of interest of the analyst or Berenberg Capital Markets LLC, of which the analyst knows or has reason to know at the time of publication of this research report. * For disclosures regarding affiliates of Berenberg Capital Markets LLC please refer to the ‘Disclosures in respect of section 34b of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG)’ section above. Copyright The Bank reserves all the rights in this document. No part of the document or its content may be rewritten, copied, photocopied or duplicated in any form by any means or redistributed without the Bank’s prior written consent. © May 2013 Joh. Berenberg, Gossler & Co. KG 56 Capital Stage AG Small/Mid-Cap: Diversified Financials Contacts: Investment Banking EQUITY RESEARCH AUTOMOTIVES Adam Hull Paul Kratz +44 20 3465 2749 +44 20 3465 2678 BANKS Nick Anderson James Chappell Andrew Lowe Eoin Mullany Eleni Papoula Michelle Wilson +44 20 3207 7838 +44 20 3207 7844 +44 20 3465 2743 +44 20 3207 7854 +44 20 3465 2741 +44 20 3465 2663 BEVERAGES Philip Morrisey Josh Puddle +44 20 3207 7892 +44 20 3207 7881 BUSINESS SERVICES, LEISURE & TRANSPORT Najet El Kassir +44 20 3207 7836 Stuart Gordon +44 20 3207 7858 Simon Mezzanotte +44 20 3207 7917 Matthew O'Keeffe +44 20 3207 7895 Arash Roshan Zamir +44 20 3465 2636 CAPITAL GOODS Benjamin Glaeser William Mackie Margaret Paxton Alexander Virgo Felix Wienen +44 20 3207 7918 +44 20 3207 7837 +44 20 3207 7934 +44 20 3207 7856 +44 20 3207 7915 FOOD MANUFACTURING Fintan Ryan James Targett FOOD RETAIL Andrew Steele E-mail: [email protected]; Internet www.berenberg.com MID CAP GENERAL +44 20 3207 7899 Robert Chantry +44 20 3207 7861 +44 20 3465 2626 Gunnar Cohrs +44 20 3207 7894 Bjoern Lippe +44 20 3207 7845 Anna Patrice +44 20 3207 7863 +44 20 3465 2748 Stanislaus von Thurn und Taxis +44 20 3465 2631 +44 20 3207 7873 OIL & GAS Asad Farid +44 20 3207 7932 +44 20 3207 7926 Jaideep Pandya +44 20 3207 7890 GENERAL RETAIL & LUXURY GOODS Bassel Choughari +44 20 3465 2675 John Guy +44 20 3465 2674 Bethany Hocking +44 20 3207 7925 Zuzanna Pusz +44 20 3207 7812 HEALTHCARE Scott Bardo Alistair Campbell Charles Cooper Graham Doyle Tom Jones Louise Pearson +44 20 3207 7869 +44 20 3207 7876 +44 20 3465 2637 +44 20 3465 2634 +44 20 3207 7877 +44 20 3465 2747 HOUSEHOLD & PERSONAL CARE Bassel Choughari +44 20 3465 2675 James Targett +44 20 3207 7873 INSURANCE Tom Carstairs Peter Eliot Kai Mueller Matthew Preston Sami Taipalus +44 20 3207 7823 +44 20 3207 7880 +44 20 3465 2681 +44 20 3207 7913 +44 20 3207 7866 +44 20 3465 2737 +44 20 3207 7860 +44 20 3207 7928 MEDIA Robert Berg Emma Coulby Laura Janssens Sarah Simon +44 20 3465 2680 +44 20 3207 7821 +44 20 3465 2639 +44 20 3207 7830 +44 20 3207 7889 Christian Schulz CHEMICALS John Klein Evgenia Molotova Jaideep Pandya +44 20 3207 7930 +44 20 3465 2664 +44 20 3207 7890 CONSTRUCTION Chris Moore Robert Muir Michael Watts ECONOMICS Holger Schmieding EQUITY SALES SPECIALIST SALES BANKS & DIVERSIFIED FINANCIALS Iro Papadopoulou +44 20 3207 7924 CONSUMER Rupert Trotter +44 20 3207 7815 HEALTHCARE Frazer Hall +44 20 3207 7875 INDUSTRIALS Chris Armstrong +44 20 3207 7809 INSURANCE Trevor Moss +44 20 3207 7893 MEDIA & TELECOMMUNICATIONS Julia Thannheiser +44 20 3465 2676 TECHNOLOGY Jean Beaubois +44 20 3207 7835 UTILITIES Benita Barretto +44 20 3207 7829 SALES BENELUX Miel Bakker Susette Mantzel Alexander Wace +33 1 5844 9505 +49 40 350 60 694 +44 20 3465 2670 FRANKFURT Michael Brauburger Nina Buechs André Grosskurth Boris Koegel Joerg Wenzel DIVERSIFIED FINANCIALS Pras Jeyanandhan Benjamin Slingsby +49 69 91 30 90 741 +49 69 91 30 90 735 +49 69 91 30 90 734 +49 69 91 30 90 740 +49 69 91 30 90 743 SALES LONDON John von Berenberg-Consbruch Matt Chawner Toby Flaux Karl Hancock Sean Heath James Hipkiss David Hogg Zubin Hubner Ben Hutton James Matthews David Mortlock Peter Nichols Richard Payman George Smibert Anita Surana Paul Walker Alexander Woodgate PARIS Miel Bakker Dalila Farigoule Clémence La Clavière-Peyraud Olivier Thibert SCANDINAVIA Ronald Bernette Marco Weiss ZURICH Stephan Hofer Carsten Kinder Gianni Lavigna James Nettleton Benjamin Stillfried US SALES BERENBERG CAPITAL MARKETS LLC Member FINRA & SIPC Colin Andrade +1 617 292 8230 Kelleigh Faldi Cathal Carroll +1 646 445 7206 Shawna Giust Burr Clark +1 617 292 8282 Andrew Holder Julie Doherty +1 617 292 8228 Emily Mouret +44 20 3207 7878 REAL ESTATE Kai Klose Estelle Weingrod +44 20 3207 7888 +44 20 3207 7931 TECHNOLOGY Adnaan Ahmad Sebastian Grabert Daud Khan Ali Farid Khwaja Tammy Qiu +44 20 3207 7851 +44 20 3207 7834 +44 20 3465 2638 +44 20 3207 7852 +44 20 3465 2673 TELECOMMUNICATIONS Wassil El Hebil Usman Ghazi Laura Janssens Paul Marsch Barry Zeitoune +44 20 3207 7862 +44 20 3207 7824 +44 20 3465 2639 +44 20 3207 7857 +44 20 3207 7859 TOBACCO Erik Bloomquist Kate Kalashnikova +44 20 3207 7870 +44 20 3465 2665 UTILITIES Andrew Fisher Oliver Salvesen Lawson Steele +44 20 3207 7937 +44 20 3207 7818 +44 20 3207 7887 Robert Wood +44 20 3207 7822 E-mail: [email protected]; Internet www.berenberg.com SALES TRADING HAMBURG +44 20 3207 7805 Paul Dontenwill +49 40 350 60 563 +44 20 3207 7847 Peter Dorawa +49 40 350 60 761 +44 20 3465 2745 Alexander Heinz +49 40 350 60 359 +44 20 3207 7803 Gregor Labahn +49 40 350 60 571 +44 20 3465 2742 Chris McKeand +49 40 350 60 798 +44 20 3465 2620 Fin Schaffer +49 40 350 60 596 +44 20 3465 2628 Lars Schwartau +49 40 350 60 450 +44 20 3207 7885 Marvin Schweden +49 40 350 60 576 +44 20 3207 7804 Tim Storm +49 40 350 60 415 +44 20 3207 7807 Philipp Wiechmann +49 40 350 60 346 +44 20 3207 7850 +44 20 3207 7810 LONDON +44 20 3207 7825 Mike Berry +44 20 3465 2755 +44 20 3207 7911 Stewart Cook +44 20 3465 2752 +44 20 3207 7855 Simon Messman +44 20 3465 2754 +44 20 3465 2632 Paul Somers +44 20 3465 2753 +44 20 3465 2625 SOVEREIGN WEALTH FUNDS Max von Doetinchem +44 20 3207 7826 +33 1 5844 9505 +33 1 5844 9510 CRM +33 1 5844 9521 Laura Cooper +44 20 3207 7806 +33 1 5844 9512 Greg Swallow +44 20 3207 7833 +44 20 3207 7828 +49 40 350 60 719 +41 44 283 2029 +41 44 283 2024 +41 44 283 2038 +41 44 283 2026 +41 44 283 2033 CORPORATE ACCESS Jennie Jiricny +44 20 3207 7886 EVENTS Charlotte Kilby Natalie Meech Charlotte Reeves Sarah Weyman Hannah Whitehead +44 20 3207 7832 +44 20 3207 7831 +44 20 3465 2671 +44 20 3207 7801 +44 20 3207 7922 E-mail: [email protected]; Internet www.berenberg.com +1 617 292 8288 +1 646 445 7216 +1 617 292 8222 +1 646 445 7204 57 Kieran O'Sullivan Jonathan Paterson Jonathan Saxon +1 617 292 8292 +1 646 445 7212 +1 646 445 7202 1