Long MF FP & Short BVI FP+SGO FP
EUROPEAN HOLDING COMPANIES May 19, 2016 EUROPEAN HOLDING COMPANIES: Long MF FP/Short BVI FP+SGO FP – Exit & take profit We recommend to take profits and exit the +Wendel/-Saint Gobain, - Bureau Veritas trade which we recommended on April 1 (see our note below). As can be seen in the graph below since the beginning of April Wendel share is up approx. 8%, while SGO FP share is down ~3% and BVI FP is down ~1%. Discount to NAV has tightened to ~25% up from ~33% following two important announcements earlier this month: 1) The merger of AlliedBarton/Universal Services; 2) The partial disposal of Saint-Gobain stake - Wendel sold 30m shares which reflect 5.3% of the share capital, and generated cash income of approx. EUR 1.6b. This results with a reduction in the LTV ratio from 30%-35% to approx. 20% and lower cost of debt. In addition, it provides the company with more room for future investments. On the other hand, it also lowers the portion of the listed assets to approx. 50% down from approx. 60% prior to the disposal. On the back of markets volatility, we recommend investors to take profit and re-set the trade when the next opportunity arise. MF FP share performance vs. SGO FP and BVI FP since April 111 109 107 105 103 101 99 97 95 MF FP BVI FP SGO FP April 1, 2016 EUROPEAN HOLDING COMPANIES UPDATE: Long MF FP/Short BVI FP+SGO FP This is an update to our prior report on Wendel (MF: FP) from March 2, 2016 following the company’s 2015 results yesterday. Wendel reported solid results with strong performance in all the group’s principal companies. Main key points are: Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 1
MAKOR FLASH-LIGHT Aug 12, 2015 NAV as of December 31, 2015 was €136.4 per share, up 10.7% vs. prior year (the discount to NAV was 21.3% as of December 31, 2015.). Management also provided NAV as of March 17, 2016 of €128.2 per share which was impacted by the market decline in the early part of 2016, and by management’s valuation methodology for IHS, Constantia Flexibles and Stahl. Based on our calculation and current market price of the listed assets (Bureau Veritas and saint Gobain) the current NAV per share is €140.5. IHS which is Wendel’s largest unlisted asset (approx. 9% of the portfolio) experienced sharp growth despite FX headwinds, boosted by the successful integration of acquired towers (Revenue was up 130%, Ebitda 269%). On March 10, IHS announced the acquisition of Helios Towers Nigeria Limited, and this transaction will be the first in-market consolidation in Africa. Management noted that an IPO remains an option for IHS in which Wendel holds 26% stake. Constantia Flexibles which was acquired at the beginning of 2015 experienced strong results with more than 9% sales growth attributable to all of Constantia’s business divisions: Food (+7.5% o/w +4.7% organic), Pharma (+7.9% o/w +7.1% organic) and Labels (+11.7% o/w +5.5% organic). We now factor in our NAV a higher valuation for Constantia Flexibles of €692 million which is based on 8.5x EV/Ebitda 2016E vs. our previous valuation of €571 million, which was based on acquisition price. Partial disposal of Bureau Veritas – in early March 2015, Wendel sold 48 million Bureau Veritas shares, corresponding to 10.9% of the company’s share capital, for around €1 billion. Wendel now holds 40% of Bureau Veritas’ share capital and 56.5% of its voting rights. Current LTV ratio is 33% proforma of Parcours disposal and the company’s BBB-rating and stable outlook was affirmed by S&P on February 19, 2016. The company proposes an increased dividend - the ordinary dividend to be proposed at the Annual Shareholder’s Meeting on June 1, 2016 is up 7.5% at €2.15 per share. All of the company’s 2013-17 objectives have now been achieved demonstrating Management’s excellent execution. Management now plans to pursue its international development strategy. Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 2
MAKOR FLASH-LIGHT Aug 12, 2015 Wendel share performance vs BVI FP, SGO FP and CAC in March 108 106 104 102 100 98 96 94 92 MF FP BVI FP SGO FP CAC Valuation - On early March we initiated the trade long Wendel vs. short BVI FP + SGO FP pro rata of the capital structure, as we monitored and viewed the 31% discount as an attractive entry point to set the trade. During March Wendel slightly outperformed its two listed holdings and the CAC (see graph above). Following yesterday earnings, we present an updated NAV with minor changes - we now factor a slightly higher valuation to IHS, Constantia Flexibles and Stahl on the back of their strong performance (up by approx. €250 million which we view as conservative). Based on current market prices and our updated model the discount to NAV is now 31%, and we continue to hold our recommendation which already yielded with positive return in March (see also our prior report below). Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 3
MAKOR FLASH-LIGHT Aug 12, 2015 March 2, 2016 EUROPEAN HOLDING COMPANIES UPDATE: Long MF FP/Short BVI FP+SGO FP Shares of Wendel (MF: FP) are trading at a 31% discount to current NAV (based on March 1 closing prices), up from December low of 22%. As can be seen in the graph below this is the highest level of the past two years trading history. Looking at a larger time interval of the past 5 years, the highest level was approx. 40% and was observed during the European financial crisis in mid-2012. The bearish sentiment in global equity markets over the past two months has led to widening of the discounts across almost all holding companies with Wendel being more aggressively impacted (currently it has one of the highest discounts among major European companies), on the back of two main factors: First, Wendel has a higher leverage compared with other holding companies (such as RF: FP and GBLB: BB that have cash balance and lower debt), and current LTV is approx. 36%. Second, following €2b investments over the past three years the portion of the unlisted portfolio has risen significantly and is now 40% of the total gross assets (compared with only 10% in 2012). Naturally, with the bearish sentiment, the market doesn’t favor these two factors leading to the significant widening of the discount. This creates, to our view, a good opportunity to steadily start built a position in on one of France’s main industrial holding companies that has been outperforming the CAC over time. Wendel historic discount to NAV and NAV per share over the past 5 years: What to expect in 2016 - Wendel’s management held an investor day in early December and discussed its strategy for 2016 which will be to focus on current portfolio value creation. Though management didn’t roll out possible new investments in a broadened investment scope, we don’t expect a significant new acquisition in 2016, at least not without disposals (especially given large acquisitions made over the past year). Management is expected to present the market a new strategy only in late 2016 as the goals of the previous plan have been reached two years ahead of schedule. Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 4
MAKOR FLASH-LIGHT Aug 12, 2015 Parcours potential disposal - On February 17 the company announced that ALD Automotive (Société Générale group) had offered to acquire all of Parcours (car leasing) shares for an equity value of €300 million. For Wendel the net proceeds of the transaction would total around €250 million. This amount would represent around 2.2 times the total amount Wendel has invested (IRR of c. 18% p.a. since April 2011). The impact on leverage is not huge and if completed it is expected to reduce the LTV to below 35%, consistent with the company’s objective of holding on to its investment grade status. Over the past two weeks BVI: FP and SGO: FP the two listed assets that account for 60% of the gross assets reported solid results for 4Q and have outperformed Wendel significantly YTD. Wendel is expected to report full year results on March 31. Valuation - Looking at current valuation of Wendel (€4.3B) – approx. 75% of its market cap reflects the value of the stake (44%) in BVI: FP (̴€3.2b) meaning the stub value (Wendel market cap- BVI: FP market cap) is valued by the market at approx. €950 million. This value is assigned to: 1) The 11.7% stake in SGO: FP - currently worth €2.3b (based Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 5
MAKOR FLASH-LIGHT Aug 12, 2015 on market price); 2) the unlisted assets which are valued at €3.8b; 3) Net debt of approx. €3.4b. This indicates that the market is not assigning the unlisted portfolio any value. Wendel's management has a strong track record of being an active manager, and has been creating value, significantly outperforming the CAC Index over time (see next page graphs). At current discount level (31%) and given: 1) solid results of the listed assets and their outperformance vs. Wendel; 2) The expected disposal of Parcours; 3) Management strong track records, we believe the down side is more limited and if sentiment in the markets improves shares can significantly outperform. Therefore, we recommend the steadily start built a position of long MF: FP and hedge with short BVI: FP and SGO: FP pro rata of the capital structure. The main risks of this trade would be a large investment made by Wendel viewed as too expensive by stock markets which could trigger a rating downgrade and/or further widening in the discount to NAV owing to bearish stock markets. The current NAV is detailed below: Wendel share has a strong track record of outperforming the CAC 40: Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 6
MAKOR FLASH-LIGHT Aug 12, 2015 Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 7
MAKOR FLASH-LIGHT Aug 12, 2015 Research Disclaimer This research has been prepared by Makor Capital Limited Opinions expressed will be the current opinions of those (“Makor Capital”) and is intended for professional or producing this material as of the date appearing on this qualified investors only. Makor Securities London Ltd material only. We expect those producing the material (“Makor Securities”) is distributing this material to its in this publication to update it on a timely basis but can clients who are Eligible Counterparties or Professional give no undertaking that they will do so and regulatory Clients under FCA Rules. It may also be disseminated to compliance or other reasons may prevent them from persons who are Investment Professionals within the doing so (or us from disseminating updated material). meaning of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005). In the United States, Members and employees of Makor Securities London Ltd, Makor Capital only distributes this research material to employees of Makor Capital, Makor Capital Markets may major US institutional investors (as that term is defined in from time to time have long or short positions in Rule 15a-6 of the Securities and Exchange Act of 1934) and securities, warrants, futures, options, derivatives or other to SEC-registered broker-dealers or banks acting in a financial instruments referred to in this material. For broker–dealer capacity. This material is not intended for Makor Securities, this information is set out in our distribution to any other persons and should not be Conflicts of Interest Policy which is available on redistributed. If you do not fall into any of these request. Policies for the production of research from categories you should disregard it. other research providers are available on request. Unless otherwise stated, share prices provided within this Analyst Certification: The views expressed in this material are as at the close of business on the day prior to research report accurately reflect the personal views of the date of the material. the research analyst about the subject securities or issuers cover in this research report; and no part of the research Neither the whole nor any part of this material may be analyst's compensation was, is, or will be, directly or duplicated in any form or by any means. Neither should indirectly, related to the specific recommendations or any of this material be redistributed or disclosed to views expressed by the research analyst in this research anyone without prior consent. This material is issued for report. general information and discussion purposes only. None of Makor Securities, Makor Capital, Makor Capital Markets This material is meant for informational accepts liability whatsoever for any direct, indirect or purposes only. This material does not take into account consequential loss or damage of any kind arising out of the the particular investment objectives, financial situation or use of all or any of this material. needs of individual clients or other recipients. Before acting on this material, clients and other recipients should The services, securities and investments discussed in this consider whether it is suitable for their particular material may not be available to, nor are suitable for all circumstances and, if necessary, seek professional advice. investors. Investors should make their own investment decisions based upon their own financial objectives and This material should not be construed in any financial resources and it should be noted that investment circumstances as an offer to sell or solicitation of any offer involves risk, including the risk of capital loss. Past to buy any security or other financial instrument, nor shall performance is no guide to future performance. In relation it, or the fact of its distribution, form the basis of, or be to securities denominated in foreign currency, movements relied upon in connection with, any contract relating to in exchange rates will have an effect on the value, either such action.). In the United States, Makor Capital and favourable or unfavourable. Makor Securities do not offer securities services to U.S. persons except pursuant to SEC Rule 15a-6 only to major all investors. Investors should make their own investment US institutional investors and SEC registered broker- decisions based upon their own financial objectives and dealers or banks acting in a broker–dealer financial resources and it should be noted that investment capacity. Transactions in the United States must be involves risk, including the risk of capital loss. Past effected through the U.S. broker-dealer, Oscar Gruss & performance is no guide to future performance. In relation Son Incorporated. Oscar Gruss & Son has not prepared, to securities denominated in foreign currency, movements reviewed or distributed this material.This material is in exchange rates will have an effect on the value, either favourable or unfavourable produced by providers which Makor Securities believes to complete, not misleading or as to its fitness for the purpose intended and it should not be relied upon as such. Entities Makor Securities London Ltd is authorised and regulated by the Financial Conduct Authority (FCA registration number 625054) Makor Capital, company number 514456466, is incorporated in Israel and is a 100% held subsidiary of Makor Holdings Pte Ltd incorporated in Singapore. Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 8
MAKOR FLASH-LIGHT Aug 12, 2015 Makor Capital Markets SA, company number CH-660.2.999.011-0 is incorporated in Switzerland and is also a 100% held subsidiary of Makor Holdings Pte Ltd. Makor Securities Makor Capital Makor Capital Markets Makor Securities London Ltd Rogovin Tower Makor Securities London Ltd Makor Securities London Ltd 7/8 Savile Row 2nd Floor Menachem Begin 11 (Geneva Rep Office) (Paris Rep. Office) London W1S 3PE, ENGLAND 52689 Ramat Gan, ISRAEL 27 rue de la Croix-d’Or 51 rue Francois Premier +44 207 290 5777 +972 3 545 3777 1204 Geneve, SWITZERLAND 75008 Paris, FRANCE +41 223 106 916 +33 1 42 99 69 41 9

