20,000,000€¦ · - dolmen resort - hilton evian - oracle casino - portomaso casino - corporate...
TRANSCRIPT
�20,000,000 6.2% Bonds 2017 � 2020
with an option to increase up to �25million
The Tumas Group
� Privately owned Group tracing its origins to the 60s. The Group was founded by the late Tumas Fenech as a real estate business
� Within four decades, the Group revolutionised the property business in Malta, enabling a life style that fuses accommodation, hospitality, entertainment and leisure
� In the early 80�s, the Group moved into the hospitality sector and also introduced timeshare to the Island. The Group owns 3 hotels in Malta and a 5 star hotel in France, on the banks of lake Genève.
� In the last 10-15 years the Group further diversified itself, yet retained its core competencies, and has grown into other segments mainly gaming and port operations
3 Presentation to financial intermediaries � 31 May 2010
The Tumas Group � Key numbers
Employment
� Circa 1,300 direct full time equivalents
Turnover and results
� Group turnover �92million (audited) in 2008
� Profit before tax �4.1millon (audited) in 2008
4 Presentation to financial intermediaries � 31 May 2010
The Tumas Group today
Some 40 companies form the Tumas Group, operating both locally and overseas
Tumas Group
Property development, management and leasing
Hospitality & Leisure Management Services Retailing and Port operations
- Portomaso complex - Tas Sellum residences - Ta� Monita estates
- Office space development - Condominium management - Halland Developments - Hotel Leasing - Various property holdings
- Hilton Malta- Dolmen Resort- Hilton Evian- Oracle Casino- Portomaso Casino
- Corporate back office- Timeshare- In house finance companies
- Easysell KIA- Valletta Gateway Terminal- Eurojet
5 Presentation to financial intermediaries � 31 May 2010
Tumas Group bond issues and private placements
2002: Tumas Investments plc issued a (Lm7 million) �16.3million public guaranteed bond maturing in 2010-2012
2002: In October, the (Lm4.2 million) �9.7million private placement was listed on the MSE and since fully repaid
2003: Dolmen Properties plc issued a (Lm4.7 million) �10.9million public secured bond maturing 2010-2013
2004: Spinola Development Company Limited issued a (Lm5.5 million) �12.8million Floating Rate Note privately placed with financial institutions
2009: Tumas Investments plc issued a �25million public unsecured bond maturing in 2014-2016
6 Presentation to financial intermediaries � 31 May 2010
Issuer
Guarantor
The Issuer and Guarantor
Spinola Development Co. Ltd.
7 Presentation to financial intermediaries � 31 May 2010
Organisational structure related to the Bond issue
8 Presentation to financial intermediaries � 31 May 2010
Tumas Investments plc � The issuer
� Incorporated in 1999 as an SPV
� Sole aim to raise financing from the general public and financial institutions for the SDC sub-group
� This is the third public security issued by the company in 10 years
� All its financial instruments and related finance costs are secured or guaranteed by Spinola Development Company Limited
9 Presentation to financial intermediaries � 31 May 2010
Spinola Development Company Limited � The Guarantor
� Incorporated in 1966 to develop the Hilton Malta International �Purchased by Tumas Group in 1986
� In 1996 it commenced the development of the Portomaso project in St. Julians
� Today the company:� employs circa 500 full time equivalents, in addition to subcontractors
and indirectly employed staff
� has substantially completed and delivered most of its up market residential properties
� synonymous with a mature development providing a life style thatcombines real estate with hospitality and leisure
10 Presentation to financial intermediaries � 31 May 2010
Organisational structure
11 Presentation to financial intermediaries � 31 May 2010
The Portomaso Development elements
Hilton Malta & Conference
Centre
Office & Commercial
Areas
Cark park
ApartmentsBlocks 10 to 29
Marina
Apartments Blocks 31/AClub
22
12 Presentation to financial intermediaries � 31 May 2010
Key Financials � Guarantor�s reported performance
2009 2008 2007 2006� '000 � '000 � '000 �'000
Actual Actual Ac tual Actual
Revenue 33,208 35,287 33,242 38,079Development and operational costs (22,866) (24,934) (23,514) (25,671)Profit before interest, tax and deprecation 10,342 10,353 9,728 12,408
Analyised between:Sale of apartments & office space 2,241 2,751 3,678 6,886Ongoing operations 8,101 7,602 6,050 5,522
Net finance cos ts (3,128) (2,918) (2,524) (2,931)Cash profits 7,214 7,435 7,204 9,477
Interest cover 3.31 3.55 3.85 4.23
13 Presentation to financial intermediaries � 31 May 2010
Hilton Malta benchmarked against other 5 star hotels Source: Deloitte MHRA survey 2009, Hilton Malta
- 50 100 150 200
Occupancy
AARR
revPAR
revPOR
Payroll PAR
Overheads PAR
GOP%
GOP per available room
Hilton 2009 Hilton 2008 Five star average = 100
14 Presentation to financial intermediaries � 31 May 2010
Hilton Hotel and Ancillary Operations - EBITDA
15 Presentation to financial intermediaries � 31 May 2010
-
5,000
10,000
15,000
20,000
25,000
30,000
2003 2004 2005 2006 2007 2008 2009
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
Revenue Hotel & ancillary operations
Hotel key success factors in 2009
16 Presentation to financial intermediaries � 31 May 2010
� Leading the market in rate and occupancy
� Maintaining number 1 position in fair market share
� Flexibility to diversify from traditional markets
� Increased productivity while maintaining standards
� High revenue conversion rate
The Portomaso residential apartments
Expected future sales of �43 million, of which �22.4million are under a promise of sale agreement (67 units)
Sold 359Promise of Sale 67Held for sale 31
Total apartments 457
17 Presentation to financial intermediaries � 31 May 2010
The Business Tower offices
� A prestigious businessaddress
� Rentable space fully committed and still enjoying continued demand
� Many tenants linked tofinancial services, anindustry set to continue togrow
18 Presentation to financial intermediaries � 31 May 2010
Portomaso commercial elements
� A mature, fully rentedmix of facilities
� Well established anchortenants � Arkadia, casino,22, Marina Restaurants, Pavillion
� All marina berths occupied
� Car park usage growingconsistently
This project is a hive of activity
19 Presentation to financial intermediaries � 31 May 2010
Sources of cash earnings
Apartment sales assuming less importance as stock is exhausted and operating businesses continue to mature
0
2,000
4,000
6,000
8,000
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Outright sale of property Long term commercial elements
20 Presentation to financial intermediaries � 31 May 2010
Key Financials � Guarantor�s reported financial position
Bond issue will be refinancing existing debt and will not impact existing gearing
21 Presentation to financial intermediaries � 31 May 2010
2009 2008 2007 2006� '000 � '000 � '000 � '000
Actual Actual Actual Actual
Total Assets 129,717 117,819 105,632 98,099Total liabili ties (19,119) (22,969) (21,953) (17,050)
110,598 94,850 83,679 81,049
Borrowings (net of cash & cash equivalents) 66,502 51,559 46,891 40,163Capital employed 44,096 43,291 36,788 40,886
110,598 94,850 83,679 81,049
Gearing 60% 54% 56% 50%
Asset cover 1.66 1.84 1.78 2.02
Financial objectives
� Existing borrowings of �70million will be reduced to circa �37 million once all apartments are disposed of estimated by 2016 and subsequently to �25million.
� This will ultimately represent circa 22% of the estimated market value of the project.
� We are looking to maintain a gearing of circa 25% to 30% long term.
� SDC group aims to maintain a healthy balance between debt and equity.
� In order to optimise upon the use of capital both external and internal and maximising shareholders value
� Gradually replacing existing facilities with bonds or bullet loans that fit the plan �this issue is a step in this direction
22 Presentation to financial intermediaries � 31 May 2010
Reserves within the resilience test
� No sales of commercial spaces or offices included
� Partial refinancing of maturing bonds starting in 2016
Moreover:
� Potential earnings from possible extensions within Portomaso not considered
� Similar approach adopted re Halland redevelopment
23 Presentation to financial intermediaries � 31 May 2010
The Bond Issue
24 Presentation to financial intermediaries � 31 May 2010
Bond Issue � Salient Points
� Issuer: Tumas Investments p.l.c.
� Guarantor: Spinola Development Company Limited
� Amount: �20 million (+ �5 million over-allotment)
� Coupon: 6.2%
� Interest: Semi-annual (Jan / July)
� Term: 2017-2020 (8 � 10 years)
� Final maturity date: 9 June 2020
25 Presentation to financial intermediaries � 31 May 2010
Purpose of the Issue
� The net proceeds of the Bond Issue amounting to approximately �19.5 million (or �24.5 million in the event of the exercise of the Over-allotment Option) will be used
� by the issuer to redeem 6.7% 2010-2012 bond amounting to �16.3million by exercising the issuer�s option redeem earlier than the final maturity date.
� The remaining net proceeds of the bond issue will be advanced to the Guarantor for the part re-financing of existing borrowings and the general corporate funding purposes of the SDC Group.
26 Presentation to financial intermediaries � 31 May 2010
Other Details
� Status:
Unsecured but guaranteed by SDC
� Negative Pledge:
The Issuer and the Guarantor will at all times until the redemption of the bonds hold assets amounting to at least 107% of the aggregate principal amount of all debt
� Reserve A/C (Sinking Fund):
Tumas Investments will build a cash reserve starting from the end of the 2012 financial year until the redemption date, amounting to at least 50% of the outstanding bonds
27 Presentation to financial intermediaries � 31 May 2010
Timetable
� 10th June: Formal Notice/Company Announcement
� 10th June: Application Forms for preferred applicants
� 11th June: Application Forms available to General public
� 23rd June: Closing date of preferred applicants
� 25th June: Opening of Subscriptions
� 2th July : Closing of Subscriptions
� 9th July: Announcement of basis of acceptance and commencement of interest
� 16h July: Dispatch of allotment advices and refunds
� 21th July: Listing on the Official List
28 Presentation to financial intermediaries � 31 May 2010
Advisers
Legal Counsel: GVTH Advocates� Dr Michael Grech / Dr Luca Vella
Reporting Accountants and Auditors: PricewaterhouseCoopers�Mr John Zarb / Mr Stefan Bonello
Co-Manager & Registrar: Bank of Valletta plc�Mr Charles Borg / Mr. Aldo Scardino / Ms Donatella Barbara
Co-Manager : HSBC Bank Malta plc�Mr Simon Bonett / Mr Josef Figallo
Sponsoring Stockbrokers: Rizzo, Farrugia & Co (Stockbrokers) Ltd�Mr Vincent E Rizzo / Mr Edward Rizzo
29 Presentation to financial intermediaries � 31 May 2010
Information on Pen Drive
� Tumas Group Profile
� Final Prospectus & Summary
� Specimen Application Forms
� Bond Issue Presentation
30 Presentation to financial intermediaries � 31 May 2010
Portomaso is a lifestyle statement, an icon in vision and standard setting.
We want to capitalize on this and share our success with a wider audience of bond holders investing in
Portomaso.
Thank you for your attention
31 Presentation to financial intermediaries � 31 May 2010