Acquisition of DTZ Monday, 5 December 2011

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Acquisition of DTZ Monday, 5 December 2011
Acquisition of DTZ
Monday, 5 December 2011
Acquisition of DTZ Monday, 5 December 2011
Transaction overview

                                      • UGL has acquired the trading operations of DTZ for £77.5 million (A$119 million¹) from the
    Transaction                         Administrator of DTZ
     highlights
                                      • Another key step in UGL’s journey to become the world leader in global property services

                                       • Global real estate services company with a strong brand and operations throughout Asia, the
                                         UK, Europe, Middle East and the Americas
                                       • Long-term, trusted service provider with its beginnings in 1784
        DTZ
      overview                         • Leading market position in China and top 5 in the UK property services market²
                                       • Best in class valuation, research and investment management capabilities
                                       • Over 4,700 permanent employees in 145 cities across 43 countries

                                       • Combined annual revenue of A$5.1 billion
     Impact on                         • Approaching 53,000 personnel, including contractors worldwide
       UGL                             • Operating across approximately 240 offices in 43 countries
                                       • One of the broadest vertically integrated property services offerings globally

                                      • Expected to be marginally earnings per share3 accretive from FY2012 and growing strongly
      Financial                         thereafter
       impact
                                      • 100% debt funded with new debt facilities

 ¹ Assumes A$:£ exchange rate of 0.652 as at 2 December 2011
 2 Top Agents 2011 Survey, Estates Gazette, 24 September 2011
 3 Excluding non-recurring items
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Acquisition of DTZ Monday, 5 December 2011
Strategic rationale

        Increased exposure to high growth markets in Asia, especially China, India and
         Singapore

        Enhances UGL’s ability to provide an integrated end-to-end service offering to
         clients globally and to global clients seeking a single solutions provider

        Expanded geographic footprint covering the UK, Europe and Asian markets

        Iconic brand with reputation for service excellence across a blue chip client base

        Continued trend to outsource and globalisation of clients creating favourable
         industry dynamics and significant opportunities for growth

                                                                                              3
Complementary platform

                          UGL Services                                      DTZ

                                                           • Broad based corporate real estate
                                                             services capability
              • Predominantly facilities
                management services                        • Additional real estate services
                                                             include:
              • Limited CRE services
 Service
 offering
              • Client base of blue chip corporates
                                                      +      — Investment & Asset
                                                               Management
                and government agencies
                                                             — Consulting & Research
                                                           • Client base of blue chip corporates
                                                             and government agencies

Geographic
 footprint
             • Predominantly North America and Asia
                                                      +   • Predominantly Asia, UK and Europe

Employee
  Base
             • 35,000 employees, including
               contractors                            +   • 4,700 permanent employees

                                                                                                   4
Service offering

       DTZ’s capabilities range across the full spectrum of corporate real estate services

     Occupational                                                                                                     Investment &
                                      Professional                                          Investment                                            Consulting &
    & Development                                                 Valuation                                               Asset
                                        Services                                              Agency                                               Research
       Markets                                                                                                        Management

•    Advice and                   •   Property and           •   Valuation, appraisal   •   Advice on the sale,   •   Working in              •   Consultancy
     transaction                      facilities                 and due diligence          acquisition and           partnership with            services for public
     execution on behalf              management                 services                   funding of real           clients to achieve          and private sector
     of landlords and                                                                       estate                    their specific risk /       clients
     developers                   •   Project                                                                         return objectives
                                      management and                                                                  from their property     •   Delivery of complex
•    Management of                    building consultancy                                                            portfolios                  development and
     changing                         services                                                                                                    regeneration
     accommodation                                                                                                                                projects
     requirements on
     behalf of occupiers                                                                                                                      •   DTZ Research
                                                                                                                                                  provides insight and
                                                                                                                                                  analysis into today’s
                                                                                                                                                  global real estate
                                                                                                                                                  markets

     Source: DTZ 2011 Annual Report                                                                                                                                       5
Geographic footprint

                                              DTZ operates in 145 cities across 43 countries

                                                                         UK & Ireland

           The Americas                                            2 countries
                                                                   16 cities
2 countries                                                        1,400 employees               Asia Pacific
21 cities
200 employees                                                                              10 countries
                                                                                           36 cities
                                                                                           2,150 employees

                                                               CEMEA

                                                   29 countries
                                                   72 cities
                                                   950 employees
         DTZ Operations

 Source: DTZ 2011 Annual Report
 ¹ CEMEA includes Central Europe, the Middle East and Africa                                                    6
Earnings breakdown

                       DTZ is diversified across multiple service lines and geographies

                   Revenue by Service                                                               Revenue by Geography
               Investment & Asset Management
                                                                                                           The Americas
 Consulting & Research       5%
                                                                                                                6%
              5%

 Investment
   Agency
    11%
                                                    Occupational &
                                                     Development
                                                       Markets                                                            UK & Ireland
                                                                                                   Asia Pacific
                                                         35%                                                                 38%
                                                                                                      31%

                Valuation
                  18%

                                                                                                                  CEMEA
                                Professional Services
                                                                                                                   25%
                                        26%

                                                                            Total FY 2011: £341m

 Source: DTZ 2011 Annual Report. Based on fiscal year ended 30 April 2011
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Strategic initiatives

 UGL has identified a number of strategic initiatives to drive performance and growth

          Increased focus on high-growth integrated end-to-end corporate solutions
           mandates

          Continued investment in China and broader Asian business to solidify leading
           market position

           Leverage cross-selling opportunities across services and regions

          Investment in technology systems to drive cost savings and enhance service
           capability

          Expand Investment & Asset Management business into Asia and the Americas

                                                                                          8
Integration plan

        UGL has a strong track record of successfully integrating acquisitions

                 • Integration through a staged approach with initial transition period of 100 days
 Integration
                   - Model successfully adopted by UGL in past acquisitions

                 • Combined businesses to be led by Robert Shibuya, Group President UGL
Management         Services and headquartered in Los Angeles

                 • Key existing DTZ management team committed to UGL

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Impact on UGL

                           Acquisition builds scale in UGL’s property services business
                                     and enhances UGL’s geographic footprint

     Pro forma FY2011 revenue by division                                                                      Pro-forma FY2011 revenue by geography
                                                                                                                                                                         1
                                                                                                                                           Asia                EMEA
                                                                                                                                           9%                   7%

                        Resources
                          18%
                                                                                                                                                                       Americas
                                                Property Services                                                                                                        19%
                                                      37%

                     Rail
                     24%
                                                                                                                                        Australia
                                                                                                                                          65%
                                      Infrastructure
                                           21%

                                                                              Total FY2011: A$5.1bn

 Source: UGL 2011 Annual Report, DTZ 2011 Annual Report. Based on UGL fiscal year ending June and DTZ fiscal year ending April. Average April 2011 year ending A$:£ exchange rate of 0.611   10
 1 EMEA refers to Europe, the Middle East and Africa
Impact on UGL Services

                 Acquisition expands UGL’s CRE capability and significantly enhances
                            UGL’s geographic footprint in property services

     Pro-forma FY2011 revenue by service                                                                       Pro-forma FY2011 revenue by geography

                                                                                                                                                                       1
                                                                                                                                                            EMEA
                          CRE                                                                                                                                19%
                          28%

                                                                                                                              Americas
                                                                                                                                51%
                                                                                                                                                           Asia Pacific
                              Facilities Management                                                                                                           30%
                                        72%

                                                                              Total FY2011: A$1.9bn

 Source: UGL 2011 Annual Report, DTZ 2011 Annual Report. Based on UGL fiscal year ending June and DTZ fiscal year ending April. Average April 2011 year ending A$:£ exchange rate of 0.611   11
 1 EMEA refers to Europe, the Middle East and Africa
People

                                    Combined UGL workforce approaching 53,000 people
                                     including nearly 40,000 people in property services

       Pro-forma people by division – UGL                                     Pro-forma people by geography – UGL Services

                                Resources                                                                 EMEA1
                                  12%                                                                      4%

                Rail
                5%

Infrastructure                                                                             Asia Pacific
      5%                                                                                      29%

                                               Property Services                                          Americas
                                                     78%                                                    67%

                                                  Total of 52,500 employees, including contractors
 Source: UGL management, DTZ 2011 Annual Report                                                                              12
 1 EMEA refers to Europe, the Middle East and Africa
Financial impact and funding

Acquisition expected to be accretive1 from FY2012 with conservative gearing maintained

 • Acquisition expected to be marginally earnings per share1 accretive from FY2012, growing more strongly
   thereafter

 • 100% debt funded with new debt facilities

 • Pro-forma leverage and gearing ratios still maintained at conservative levels

                                        Pre-acquisition                   Pro-forma acquisition

 Net debt as at 30-Jun-2011             $178m                             $317m

 Net debt / (net debt + equity)         13.2%                             21.4%

 Net debt / EBITDA                      0.6x                              1.0x

  1   Excluding non-recurring items                                                                         13
UGL’s property services journey

DTZ is a key step in UGL’s journey as the emerging leader in global property services

           1998: UGL acquires Kilpatrick Green

           2002: UGL acquires KFPW

           2005: UGL acquires Premas expanding into Asia

           2006: UGL acquires Equis establishing a presence in the US and India

           2007: UGL acquires Unicco expanding into facilities management in North America

           2011: UGL acquires DTZ completing its global footprint and integrated property services
           offering

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Important notice

This presentation and any oral presentation accompanying it:

• is not an offer, invitation, inducement or recommendation to purchase or subscribe for any securities in UGL Limited (“UGL”) or to retain
  any securities currently held;

• is for information purposes only, is in summary form and does not purport to be complete;

• is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives,
  financial situation or needs of any particular investor, potential investor or any other person. Such persons should consider seeking
  independent financial advice depending on their specific investment objectives, financial situation or needs when deciding if an
  investment is appropriate or varying any investment;

• may contain forward looking statements. Any forward looking statements are not guarantees of future performance. Any forward looking
  statements have been prepared on the basis of a number of assumptions which may prove to be incorrect or involve known and unknown
  risks, uncertainties and other factors, many of which are beyond the control of UGL, which may cause actual results, performance or
  achievements to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes
  will not differ materially from these statements. Any forward looking statement reflects views held only as of the date of this presentation.
  Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, UGL does not undertake any
  obligation to publicly update or revise any of the forward looking statements or any change in events, conditions or circumstances on
  which any such statement is based.

No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information,
opinions and conclusions contained in this presentation and any oral presentation accompanying it. To the maximum extent permitted by
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liability (including, without limitation, any liability arising from fault or negligence) for any loss, damage, claim, demand, cost and expense of
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