Introductory Presentation - Gresham House Strategic plc (GHS.LN) Strategic Public Equity Investment Strategy

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Introductory Presentation - Gresham House Strategic plc (GHS.LN) Strategic Public Equity Investment Strategy
Introductory Presentation
Gresham House Strategic plc (GHS.LN)
Strategic Public Equity Investment Strategy
Targeting superior long-term returns through a private equity
approach to public markets

June 2016

www.ghsplc.com
Introductory Presentation - Gresham House Strategic plc (GHS.LN) Strategic Public Equity Investment Strategy
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Introductory Presentation - Gresham House Strategic plc (GHS.LN) Strategic Public Equity Investment Strategy
Contents

GRESHAM HOUSE                               O V E RV I E W – T H E O P P O RT U N I T Y                                                         1
S T R AT E G I C P L C ( G H S . L N )
GRESHAM HOUSE
S T R AT E G I C P L C                      B A C K G R O U N D A N D D E TA I LS                                                               2

                                            S I G N I FI C A N T P O T E N T I A L U P S I D E FR O M E X I S T I N G P O RT FO LI O            3

                                            I M I M O B I LE – I N V E S T M E N T O P P O RT U N I T Y                                         4

                                            N E W I N V E S T M E N T O P P O RT U N I T I E S – W E LL D E V E LO P E D P I P E LI N E         5

S T R AT E G I C P U B L I C
EQUITY                                      S P E A P P R O A C H – TA R G E T I N G S U P E R I O R LO N G - T E R M R E T U R N S             6

                                            G H S P LC - S P E T R A C K R E C O R D                                                            7

                                            EXPERIENCED GHS INVESTMENT TEAM                                                                     8

                                            SPE INVESTMENT PROCESS                                                                              9

CONCLUSION
                                            C O N C LU S I O N                                                                                10

S U P P L E M E N TA RY
I N F O R M AT I O N                                                                                                                       11 - 1 9

                                             BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Introductory Presentation - Gresham House Strategic plc (GHS.LN) Strategic Public Equity Investment Strategy
Gresham House Strategic plc
Overview
The opportunity - Gresham House Strategic plc (GHS.LN)
       Strategic Public Equity mandate – Targeting net 15% IRR over the longer term1
                          Private equity approach to investing in public markets
                          Focus on inefficient areas of the market - UK smaller companies2
                          Significantly higher levels of engagement with investee company stakeholders
                          Focused portfolio – the majority of the portfolio will be invested in 10-15 companies

       Attractive entry point trading at a 20% discount to NAV3

       Investment appraisal has identified potential for significant upside within existing portfolio

       Valuation opportunities presenting themselves as market bifurcates
                          Diligence and engagement with target companies

       Proven investment team with a track record of strong long-term returns
                          Investment team aligned to performance through significant shareholding
    1   Refer to Investing Policy section (p:10) of the GHS circular sent to shareholders 21st July 2015
    2   The fund will invest primarily in UK equities but can also invest in smaller European companies
    3   Mid price as of 27th May 2016 and applying announced NAV as at 27th May 2016
 Page 1                                          BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Gresham House Strategic plc (GHS)
    Background & details

    Investing company traded on AIM - £36m NAV trading at a 20%1 discount
                         Investment Manager is Gresham House Asset Management Ltd (GHAM)
                         GHAM is a division of specialist asset manager Gresham House plc, founded in 1857
                         Gresham House plc and team own c.20% of GHS

    New Strategic Public Equity Investment Mandate – Bridging the divide between public and private markets
                         Private equity approach - investment appraisal, due diligence and risk management
                         Disciplined investment process and use of Investment Committee and Advisory Group
                         Concentrated portfolio of 10-15 smaller, typically UK quoted companies2
                         Targeting companies that can benefit from strategic, operational or management initiatives

    Investment Team – Strong long-term track records at SVG & PDFM (led by Tony Dalwood and Graham Bird)

    Fees – 1.5% management charge with 15% performance fee over a 7% hurdle rate
                         GHAM to reinvest 50% of performance fee into Gresham House Strategic plc shares

     1 Mid  price as of 27th May 2016 and applying announced NAV as at 27th May 2016
     2   Manager has the ability to invest up to 30% of the portfolio in unquoted securities

    Page 2                                           BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Gresham House Strategic plc – Existing portfolio
 Significant potential upside

                            IMImobile                Poorly understood, lowly valued               Earnings growth
                             £16.3m                                                                 Cash generation
                                                      with strong growth prospects
                                                                                                    Potential for re-rating - currently less than 7x EBITDA

                                                                                                    Proven management team
                         Be Heard Group              Buy & build, organic growth
                                                                                                    Strong track record of value creation
                             £2.3m*                   plus strong cash generation                   Digital media consolidation via enhancing acquisitions

                                                                                                    Niche market exposure
                           Quarto Group              Organic and acquisition
                              £2.1m                                                                 Grow earnings through enhancing acquisitions and operational efficiencies
                                                      growth at attractive valuations               Highly cash generative; reducing debt
                           Northbridge                                                              De-leverage - strong cash generation and significant scope to reduce capex
                        Industrial Services         Recovery and growth, investing
                                                                                                    Profit growth as margins recover to long-term average
                              £1.8m                  alongside management                           Attractive entry point at a substantial 40% discount to realisable assets

                                                                                                    AUM and earnings growth
                           Miton Group              Significant operational gearing                Cash generation and cost control
                              £1.3m
                                                                                                    Strong balance sheet

                          Spaceandpeople                                                            Sales growth and recovery of EBIT margin
                              £1.1m                 Recovery, margins and growth                   Highly cash generative
                                                                                                    Continued contract wins and renewals

            Cash and other net assets
                    £12.0m
                                                         Attractively valued portfolio:
                   Tax losses
                                                         Excluding cash - portfolio trades on a weighted avg EV/EBITDA
IMImobile – GHS c.18% shareholding
    High growth business benefiting from mobile data growth
                                                                                                                     www.imimobile.com
Attractions
         High recurring revenues and embedded solutions
         Strong cash generation and balance sheet, high return on capital and successful acquisition track-record
         High gross margins and significant operational gearing

Investment thesis
         Significant discount to sector on 7.4x FY17 (March year-end) EV/EBITDA1, falling to 6.7x FY181 vs peer group average of c.13x1
         Significant opportunity to simplify business and market messaging and positioning with investors
         Strategic initiatives delivering with strong momentum; clear value creation plan
         Catalysts – earnings growth; further improvement in quality of earnings; new markets (USA); potential for a PE or trade buyer

Potential risks / threats
         Customer concentration - loss of a major contract could have a material short-term impact
         Regulatory environment
         Responsiveness (product development and deployment) to technological change and innovation

GHAM is engaged with management and shareholders
         GHAM team actively engaged with executive management, Board and key teams (tech, finance)
         Tom Teichman (GHS IC member) was an original VC backer of IMImobile with invaluable insight and relationships
         Shareholder engagement and aligned interests – Tosca 27.6%, Liontrust 12.9%, management 21.2%
    1   House broker, Investec Securities research, April 2016 and peer group analysis (Software sector).

         Page 4                                         BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
New investment opportunities
Well developed pipeline of new investment opportunities

                   Public                                                                                                      Private
                                                                                                                                               Private Equity houses
                                                                                                                           P2P opportunities   typically uncomfortable
   1478 – Stocks on FTSE All-share and
        [1470     – Stocks
           AIM All-Share Indexon                                                                                                               with public markets
                                                                                                                                               Profitable companies with
       FTSE All-share and                                                                                                                      organic & acquisition
                                                                                                                               Pre-IPO
      AIM
        910 –All-Share     Index]
             Stocks with a Market
                                                                                                                                               growth (not ready for
                                                                                                                                               public markets yet)
         Capitalisation below £250m                                          Watchlist                                      Preferred quasi    Convertibles, mezzanine
                                                                                                                            equity positions   Preferred instruments
     412 – Stocks trading > 50% below
               3yr price high                              Growth /             Recovery            Strategic &
                                                       Acquisition Capital       Capital           Opportunistic
 44 – EV/       36 –                  34 – FCF                                                     Improvement
                        21 – ROCE
 EBITDA       Gearing >                Yield >
                          > 10%
   < 7x         75%                     10%

                                                                                               Private: Pre-
 Source: Bloomberg, 13th April 2016
                                                                  M&A        Asset Realisation IPO / P2P /
                                                                 Catalyst                      quasi equity

                                                                             Listed Private
                                                                                 Equity

                                                   Reject                                                      Portfolio

 Page 5                                          BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Strategic Public Equity
SPE approach
Targeting superior long-term returns
Value creation opportunities through a focus on inefficient areas of public markets
     Valuation anomalies as a result of temporary market inefficiency
     Limited advice / access to growth capital can result in small companies being strategically constrained
     Poor research coverage of smaller companies – an average of one live broker recommendation per stock1

Philosophy – Value based approach, longer term holding period
     Typically focus on cash generative companies, where ROCE and growth can be improved

Applying disciplined Private Equity techniques in public markets:
     Influential, minority block stakes typically 5%-25% of equity

     Significant engagement with stakeholders including; Management, shareholders, customers, suppliers and competitors

     Support a clear equity value creation plan (Management, capital, strategic and operational support)

Targeting superior long-term investment returns - 15% net IRR over the long-term2
     Private Equity - style approach including Investment Committee and extensive due diligence
     Small company focus (
GHS plc – SPE investment track record
                                                                                                          Team and SPE performance track record
                                                                                                           SVG Investment Managers /                Strategic Equity Capital Investment Trust
                                                                                                           Schroder Ventures Ltd (London)
                                                                                                                                                            5yr IRR 23%1, 11% IRR since 20071
                                                                                                              Tony Dalwood established the
                                                                                                               Strategic Public Equity              Strategic Recovery Fund I (LP)
                   Over 130 years’                                                                             investment strategy at SVG and
                  experience of SPE                                                                            launched two LPs the Strategic               46% net IRR2 (03 Vintage)
                                                         Track record of
                    investment &                                                                               Recovery Fund I and II and the
                                                          strong relative                                      Investment Trust (SEC plc), the      Strategic Recovery Fund II (LP)
                  corporate advisory
                                                       returns at SVG and                                      latter two with Graham Bird
                   within team and
                                                              PDFM                                                                                          6% net IRR2 (06 Vintage).
                     Investment                                                                               Graham left SVG in Feb 2009                  Remaining equity investments transferred to limited
                     Committee                                                                                                                               partners in specie3
                                                                                                              Tony left SVG in March 2011                           Journey Group plc +67% since fund
                                                                                                                                                                         realisation
                                                                                                                                                                     E2V plc +75% since fund realisation
                                                                                                                                                                     Lavendon Group plc -12% since fund
                                     Breadth of skills:                                                                                                                  realisation

                                        Investment                                                                                                  UK Focus Fund (OEIC)
                                    Corporate Advisory                                                                                                      78% total return 2003–2011, vs 14% for SMXX4
                                         Banking
                                      Private Equity                                                       Downing LLP                              Downing Active Management (OEIC)5

                                                                                                              Tony chaired the Investment                  98% 3yr total return (vs 90% SMXX)
     Gresham House:                                                                                            Committee from July 2011 –                   73% total return since inception (vs 55% SMXX)
                                                                                                               Dec 2014
     • Advisory Group broadens and deepens the appraisal process
         and deal sourcing                                                                                 PDFM (UBS Asset Management)                      Managed UK equity Funds of £1.5bn.
                                                                                                                                                            UK Investment Committee member, top quartile
     • Network bridges public & private markets                                                               Tony was a member of the UK                   (CAPS data)
                                                                                                               Investment Committee                         Pension Fund of the year 2001 (Pooled Fund) –
     • Range of skills and experience enhances due diligence process                                                                                         Team member

1  Gresham House Asset Management Ltd calculations excluding dividends, including period subsequent to the departures of Graham Bird (Feb 2009) and Tony Dalwood who left SVG in March
   2011 having stepped down from the SEC plc Investment Committee, moving to non-executive Chairman of SVGIM on 30 Sept 2010.
2 GVQIM website.
3 Bloomberg data (total return since 30 Aug 2013 when SRFII wound up through to 5th Jan 2016) – SEC plc continues to follow an SPE style of investment and demonstrates the success of the

   strategy over the investment cycle.
4 Bloomberg data – total return. Tony Dalwood left SVGIM in March 2011 therefore data tracked for UK Focus Fund from Aug 2003 (July inception) - 31 Dec 2010.
5 Tony Dalwood chaired Downing Active Management Fund Investment Committee from July 2011 – Dec 2014. Total return Performance data up to 26th Dec 2014.

           Page 7                                               BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Experienced GHS investment team
Fund         Tony Dalwood*                                            Graham Bird*                                               Pardip Khroud
Management   Fund Manager                                             Fund Manager                                               Investment Director
             Chairman of Investment Committee,                        Previously     Director   of strategic                     Pardip has 13 years experience in
             Established SVGIM and launched Strategic                 investments at SVGIM and a Director                        audit, private equity transactions
             Equity Capital plc and the Strategic                     within     the     corporate  finance                      and global tax restructuring at
             Recovery Funds.      Former CEO of SVG                   department at JP Morgan Cazenove.                          KPMG, Senior Manager at Lloyds
             Advisers (Schroder Ventures London),                     Recently held senior positions at                          Banking Group and most recently
             former    chair    of   Downing    Active                Paypoint plc including strategic                           as an Investment Manager at
             Management Investment Committee and a                    planning and corporate development                         Lloyds Development Capital (LDC)
             member of the UK Investment Committee                    director and PayByPhone President &                        where she managed numerous
             at PDFM. Currently NED of JP Morgan                      executive Chairman. Graham Bird is                         investments    and    was     also
             Private Equity Plc and an adviser to LDC                 Head of Strategic Investments at                           appointed to the Board of portfolio
             through Gresham House. Tony is also                      Gresham House plc and a director of                        companies uSwitch and Bluestone.
             Chairman of the Investment Committee                     GHAM.
             and CEO of Gresham House plc

Investment   Tom Teichman                                             Rupert Robinson                                            Bruce Carnegie Brown
Committee    30 years’ VC & banking experience.                       Over 25 years’ experience in Private                       Bruce is currently chairman of Aon
             Founded Spark in 1995.               Former              Wealth and Asset Management.                               UK         Ltd        and        of
             Investment      Committee     member     at              Former CEO and CIO of Schroders                            Moneysupermarket.com Group plc.
             Brandt’s, Credit Suisse, Bank of Montreal                Private Bank and was instrumental in                       He is a non-executive director of
             and Mitsubishi Finance London. Start-up                  driving organic growth in AUM which                        Santander UK plc. He was
             investor/director     of    lastminute.com,              doubled between 2008 and 2012 from                         previously a managing partner of 3i
             mergermarket.com, Chairman of Kobalt                     £4.5 to more than £9bn. Prior to                           QPE plc, a managing director of JP
             Music, notonthehighstreet.com, ARC, MAID,                Schroders, Rupert was Head of UK                           Morgan and CEO of Marsh Ltd.
             amongst others. Investor/director in                     Wealth Management at Rothschild                            Bruce is also a member of the
             System C Healthcare, Argonaut Games,                     Asset Management. Rupert is the                            Gresham House plc Investment
             World Telecom. Delivered various disposals               Managing Director of GHAM.                                 Committee.
             to trade, P-E, and through IPO.

                                                                                                   Strategic Advisory Group
Investment   Jonathan Dighe
team         Public markets and advisory background        Gareth    Current Chairman of Wolseley, William Hill and DS Smith. Former CEO of Imperial Tobacco
members      focused on smaller companies                  Davis     and Senior Executive at Hanson.

             Laurence Hulse                                Alan      Former Senior Partner and Head of Healthcare at 3i Group plc, appointed to the board in 1993.
             Warwick University graduate. Interned at      Mackay    Currently Managing Partner at GHO Capital and former CEO of Hermes GPE.
             Rothschild and Barclays Capital
                                                           Sir Roy   Adviser to Credit Suisse, current Non-Executive Chairman of Serco, Senior Independent
                                                           Gardner   Director of William Hill Plc and Non-Executive Director of Willis Group Holdings Plc. Former
             Sanjeev Sarkar (Venture Partner)
                                                                     Chairman of Compass Group, Manchester United and CEO of Centrica.
             Private Equity background and experienced
             principal investor

    Page 8                      BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS

                                                                                                                                                                    13
SPE investment process

     Source: Gresham House Asset Management Limited

Page 9                                BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Conclusion

     Attractive entry point - GHS plc is currently trading at a 20% discount to NAV1

     Gresham House believes there is significant potential upside from existing strategic investments in the
      portfolio over the medium term (valuations plus catalysts)

     Attractive pipeline of investment opportunities – engaged with a number of opportunities

     Investment team with a track record of delivering strong long-term absolute returns

     Investing with a Strategic Public Equity (SPE) approach can deliver superior long-term returns

     Investment team aligned to performance – plans to scale and continue to narrow discount to NAV

       1 Mid   price as of 27th May 2016 and applying announced NAV as at 27th May 2016

    Page 10                                      BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Supplementary Information - Contents

S U P P L E M E N TA RY      NEW INVESTMENT CASE STUDIES                                                                           ( 11 - 1 3 )
I N F O R M AT I O N
                                      Q U A RTO G R O U P I N C                                                                            11

                                      B E H E A R D G R O U P P LC                                                                         12

                                      N O RT H B R I D G E I N D U S T R I A L S E RV I C E S P LC                                         13

                             S P E – U T I LI S I N G P R I VAT E E Q U I T Y LE V E R S FO R E Q U I T Y VA LU E C R E AT I O N           14

                             VA LU E I N V E S T M E N T P H I LO S O P H Y G E N E R AT E S LO N G - T E R M R E T U R N S                15

                             S U P E R I O R LO N G - T E R M R E T U R N S FR O M S P E S T Y LE S T R AT E G Y                           16

                             S P E – LO N G - T E R M VA LU E C R E AT I O N FR O M A FO C U S E D P O RT FO LI O                          17

                             AT T R A C T I O N S O F S M A LLE R C O M PA N Y U N I V E R S E                                             18

                             LI T T LE C O M P E T I T I O N FR O M O T H E R I N V E S TO R S                                             19

                                       BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Quarto Group – c.5% shareholding
    “Secondary followed by potential primary growth capital”                                                                                                                   www.quartoknows.com

Date of investment: January 2016, increasing stake to 5% in March 2016

Deal Type: Secondary with plan for provision of growth capital in support of acquisitions complementing organic growth

Overview: Secondary – Supporting the new management teams organic growth strategy with the agreed potential to provide growth capital to facilitate acquisitions

The story                                                                               Engagement
    The Quarto Group (‘Quarto”) is a leading global illustrated book publishing and               Restructuring Phase                                                   Growth Phase
     distribution group. Quarto creates more than 1,500 adult and children's books a
     year, sold into 35 countries and in 25 languages. Subjects range from Art 'How-
     To', Graphic Design, and Home Improvement, to Cooking. Quarto specialises in                                                                                 Engagement and due diligence period
     producing books that can be better explained with photographs or illustrations.
    The business went through a restructure under the new management team and is
     now well positioned to grow earnings organically and by acquisition.
                                                                                       260                                               MAR ‘16 – Increase stake to c.5%

Investment thesis                                                                                                                 MAR ‘16 – Collaboration with management
                                                                                       240                                        to provide advisory support on acquisition
Backing management to grow earnings and create value through a combination of:                                                    strategy and model
    Organic earnings growth Operational improvement and increasing exposure to
     higher margin niche publishing areas                                              220
    De-leverage – Strong cash generation enabling debt reduction
                                                                                                                                                                                           MAR ‘16 -
    Potential to provide primary growth capital to fund enhancing acquisitions                                                                          DEC ‘15 – Buy
                                                                                       200                                                                                              Presentation to
        The strategy seeks to acquire smaller publishers for low multiples (4x-5x                                                                      shares through                 management on
         EBITDA) and integrate them with Quarto trading closer to 7.2x1 fwd                                                                               secondary                    opportunities for
         EV/EBITDA, driving operational synergies and enhancing group earnings.                                                                             placing
         Pipeline of identified acquisition opportunities exceeds $25m                 180                                                                                           divisional businesses
    M&A Track record - IVY press was acquired in 2015 and the team had grown
     EBITDA from c.£0.4m at time of acquisition and generated in excess of £1m
     within first year of inclusion in the group                                       160
    Trade / PE deal precedents at high relative valuations2
                                                                                                              Jan 15                                                                         April 16
                                                                                             Source: Bloomberg share price data
1 Stockdale
          Securities research note March 2016                                          140
2 Gresham House calculations using peer group as determined by GHAM

      Page 11
                                                             BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Be Heard – c.10% shareholding
       “Primary growth capital, supporting buy & build strategy”                                                                                                                       www.beheardgroup.com

Date of investment: Initial investment November 2015, further investment in April 2016

Deal Type: Growth capital
Overview: Cornerstone capital raise & re-Admission to support a proven management team aiming to build a leading digital marketing network through acquisitive
          and organic growth

The Story                                                                                                           Engagement

      Be Heard's strategy is to create a network of digital marketing businesses spanning
       media planning and buying; design, build and UX; creative and content; and
                                                                                                                                                         High engagement with management team
                                                                                                                5.5
       strategy, innovation and data analytics
      Growth will be achieved through acquiring smaller, niche complementary
       businesses in the UK, US and Europe and organically developing capability. The                              5                      NOV ‘15 - placing raises £5.5m
       strategy is to create a mid-size digital marketing network providing more flexibility                                              for acquisition of Agenda21 +              JAN - MAR ‘16 – Active
       than holding groups and greater scale than digital specialists can achieve alone                                                   name change and re-Admission                  due diligence of
                                                                                                                4.5                       to AIM                                      proposed acquisition
Investment thesis                                                                                                       OCT ‘15 – Meeting
                                                                                                                   4     with CEO and FD
     Backing a proven management team - Strong track record of value creation in the
      sector and highly capable integrators of businesses
                                                                                                                3.5
     Support a buy and build growth and value creation strategy – Paid c.6x
      EBITDA for the initial acquisition of Agenda21 with an earn-out up to 8x and c.5.5x                                NOV ‘15 –
      for the second acquisition of MMT rising to a maximum of 8x                                                                                                                MAR ‘16 - Announced proposed
                                                                                                                   3     Referencing of mgt                                      acquisition of MMT and fund raise
     Valuation arbitrage - Larger companies in the sector trade on a range of 9-11x                                     and engage 3rd party
      EBITDA1                                                                                                            expert adviser                                                                APRIL ‘16 –
                                                                                                                2.5
                                                                                                                                          NOV ‘15 – Invest                      DEC –
     Market growth in digital media is evident with spending on internet advertising                                                                                           increase            invest £1.6m in
                                                                                                                                          £0.7m of growth
      forecast to double 2014-201518                                                                                                                                            holding at           firm placing at
                                                                                                                   2                      capital in primary
     Significant revenue and cost synergies available from the buy and build                                                                                                   2.97p                    3.25p
                                                                                                                                            issue at 3.25p
      strategy
                                                                                                                   Sep 15                                                                                     Apr 16
     Strong cash flow generation from operations and earnings growth expectation                                   Source: Bloomberg share price data

1   Gresham House calculations. GHAM determined peer group including much larger peers which in time as BHRD executes on its buy and build strategy should become appropriate
    comparable companies.
2   Enders Analysis based on GroupM/ZenithOptimedia
          Page 12
                                                                    BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Northbridge Industrial Services – c.10%* shareholding
       “Recovery and growth capital investing alongside
        management”                                                                                                                                                      www.northbridgegroup.co.uk

Date of investment: April 2016

Deal Type: Recovery and growth capital
Overview: Cornerstone capital raise to reduce debt and support future growth, including underwriting Open Offer. Collaborative engagement with management with a
          view to supporting the execution of the agreed future strategy

The Story                                                                                                           Engagement
      Northbridge manufactures specialist electrical industrial equipment for sale and
       rental and is a leading global supplier of loadbanks. The company also supplies                             600                                                8 months engagement and due diligence period
       the oil & gas sector with drilling equipment for rent.
      The business has consistently generated ROCE exceeding its cost of capital
       backed by its solid loadbank business, which continues to perform strongly.                                 500
       Once the oil and gas sector begins to recover we expect the business to                                               NOV ‘15 – Site visit to Burton on                               MAR ‘16 – proposals to
       strengthen in-line with our investment horizon.
                                                                                                                   400                    Trent                                           management on funding options
      Having spent over six months engaging with the management team GHS is
       supporting the next phase of the company’s growth plan                                                                                                       FEB ‘16 – Engaged 3rd
                                                                                                                   300                                               party expert adviser
Investment thesis                                                                                                                                                                                        APR ‘16 - Injection of
                                                                                                                             SEPT ‘15 -
                                                                                                                                                                                                          recovery & growth
      De-leveraging – cash generation and significant reduction in capex                                          200      Meeting with
                                                                                                                                                                                                                capital
                                                                                                                              advisers
      Multiple expansion – Entry EV/EBITDA at 4.8x representing a 63% discount
                                                                                                                   100
       to peers and a low point compared to the last 2 years’ trading range1                                                         OCT ‘15 – Initial company
      Margin recovery – Profit growth as margins recover to long-term average                                                               meeting                                    MAR ‘16 – External independent
                                                                                                                      0
      Free cash flow yield of 20%2 and Recovery P/E ratio of 5.9x3
                                                                                                                                                                                               research report

      Liquidation value – Underpinned by realisable assets. Attractive entry point                                    Mar ‘15                                                                                          Apr ‘16
                                                                                                                       Source: Bloomberg share price data
       at 60% of net asset     value4

1   Bloomberg data 2 Free cashflow yield GH 2016 forecasts (operating cashflow after interest & tax, less maintenance capex. EV based on fully diluted number of shares at 75p and forecast net debt).
3   Gresham House forecast 2019 EPS, assuming turnover recovers to 2015 levels and margins return to c.12%, applying entry price of 75p.
4   Stockdale Securities forecasts - note 18 April 2016
        Page 13
                                                                    BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Strategic Public Equity value creation
Utilising Private Equity levers for equity value creation
      The experience of Private Equity demonstrates that it is factors under the influence of management and investors which drive the
       majority of value creation

      Equity value is delivered through three levers

                           Profit growth

                           De-gearing

                           Multiple expansion

    Source: Centre for entrepreneurial and financial studies, technical university of Munich, Capital Dynamics. 241 mainly European enterprises backed
    by Private Equity over 17 yr period 1989-2006. Average holding period 3.5yrs. Data published in FTfm October 2009.

 Page 14                                             BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Value investment philosophy generates long-term returns
         Lower valuation at time of investment leads to higher returns

    10yr Cyclically Adjusted PE & Future Average Real Compound Returns for 32 Countries (1980 – 2011)1

    Avg CAPE                                    %                     1yr           3yr              5yr           7yr        10yr

    by Bucket                      Occurrence              Real CAGR        Real CAGR        Real CAGR       Real CAGR   Real CAGR

    50                                     2.0%                   -4.5%        -12.3%             -6.4%         -1.9%       -3.1%

    1   Cambria - CQR ISSUE 5 using global financial data, Morningstar.

    Page 15                                         BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS

                                                                                                                                     21
Superior long-term returns from SPE style strategy

                                                                           Year to 31 January

                2008                 2009                 2010                 2011                 2012                 2013                  2014        2015
100%

80%

60%

40%

20%

 0%

-20%

-40%

-60%                                           SMXX           NASCIT          Strategic Equity Capital           Crystal Amber
         Source: Bloomberg data, Annual Report & Accounts. NAV growth vs FTSE small-cap (ex IT)

          The SPE strategy delivered an average NAV CAGR of 7.4% vs 4.0% for the SMXX between Jan 2008 – Jan 20151

       Gresham House has no relationship with Strategic Equity Capital plc, NASCIT and Crystal Amber. The purpose of this slide is to demonstrate the long-term
       aggregate outperformance of the engaged strategic public equity style investment strategy.

   1   Gresham House calculations. SPE strategy average NAV CAGR calculated by taking the average NAV growth of NASCIT, Strategic Equity Capital plc
       and Crystal Amber over the period vs the CAGR in share price of the FTSE small-cap index excluding Investment Trusts (SMXX) .

   Page 16                                        BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
SPE – Long term value creation from focused portfolio
SEC plc demonstrates the long-term investment cycle for SPE style investing

Strategic Equity Capital plc - Top 10 holdings as of 30/6 each yr - % of invested portfolio

          2007                    2008                    2009                    2010                    2011                   2012                   2013                 2014

Redstone         14.6 Redstone           14.6   Intec            16.4   SRF II           13.9    SRF II          16.6 SRF II            17.2 Tyman (Lupus)     13.1 E2V             12.2

Pinewood         8.4    Pinewood         8.8    RPC              11.5   RPC              9.8     E2V             11.8 Lupus Capital 12.2 E2V                   12.7 Tyman           12.1

Melrose          6.7    Spirent          7.8    Spirent          9.1    KCOM             9.0     Lupus Capital 9.2      E2V             10.1 4imprint          10.0 Servelec        10.6

Evolution        5.5    Intec            6.9    StatPro Group 8.7       E2V              8.5     RPC             8.9    Lavendon        8.5    Lavendon        9.1    4imprint      8.6

Spirent          5.5    Thorntons        6.1    Pinewood         8.3    4imprint         7.9     KCOM            8.9    4imprint        8.4    KCOM            8.3    Wilmington    8.5

Cardpoint        5.3    4imprint         5.5    Thorntons        6.8    Lavendon         6.6     Lavendon        8.4    KCOM            7.8    CVC Group       6.1    EMIS          7.9

Mecom            5.3    RPC              5.0    4imprint         6.7    StatPro          5.4     Mecom           7.8    RPC             6.3    Allocate        5.9    Allocate      7.2
                                                                                                                                               Gooch &
Renold           4.5    Renold           4.8    ORA Capital      5.2    Pinewood         5.2     4imprint        7.3    Allocate        5.7    Housego         5.6    Goals         7.1
                                                                                                                                                                      Gooch &
Intec            4.4    Vintage 1        4.5    KCOM             4.2    Mecom            5.2     Allocate        4.3    Kewill          4.4    Wilmington      5.4    Housego       5.8
                                                Journey
Thorntons        4.3    Mecom            4.5    Group            3.6    Allocate         5.0     Kewill          3.6    CVS Group       4.3    RPC             5.2    RPC           3.9
Top 10 as %
of portfolio     64.5                    68.6                    80.4                    76.9                    86.8                   84.9                   81.4                 83.9
                                                Private Equity                                  2010 or earlier investment

       Highlighted stocks reflect initial investment decisions made in or prior to 2010
                Engage, influence, value creation plan and then the market re-rates on execution /delivery (not a short-term strategy)
                Unquoted – significant drivers of performance – SRF II (IRR 36.8%, 2.8x1), Vintage (46.0% IRR 5.7x1)
1 SEC   plc Annual Report 30 June 2013, net of fees and since purchase in Aug 2009.

    Page 17                                         BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Attractions of smaller company universe

                                                              AIM valuation and growth forecasts
   Many smaller companies suffer a valuation
     discount compared with larger peers

   Longer term investment can exploit the ‘illiquidity
     discount’

   Many of the smaller companies exhibit attractive
                                                              Source: Liberum; Bloomberg
     value characteristics and growth potential,
     providing a large pool from which to source ideas                           FTSE Allshare and AIM Allshare indices – 1461 Companies
                                                                                                         Of these …
                                                                                900 – companies with a market capitalisation below £250m
                                                                                                         Of these …
                                                                490 – companies trading at a share price which is trading at          26 – have ROCE >          49 – deliver Free
                                                               EV/EBITDA below 7x               75%                       10%              Cashflow yield > 10%
                                                             Source: Bloomberg, as at 17 December 2015

Page 18                        BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
Little competition from other investors
Private equity is often unable / unwilling to access the
small quoted company opportunity                              AIM trading values

    Restricted to public information
    Private equity investors usually require certainty
      of transaction and seldom go hostile
    Pension deficits or other contingent liabilities may
      prevent investment
    Public market managers are often wary of private           Source: Allenby Capital AIM market update Aug 2015 and LSE

      equity and will not engage                             AIM market capitalisation range

    Access to borrowing can be restricted

Trading liquidity on AIM has fallen, reducing the
attractions to public market institutions

There is a large universe of companies with smaller
                                                                Source: Bloomberg; data as at 8 January 2016; FTSE AIM All Share index constituents,
market capitalisations to choose from                           excluding companies suspended from trading and nil values

 Page 19                        BRIDGING THE DIVIDE BETWEEN PUBLIC AND PRIVATE MARKETS
The flagship listed Gresham House
        Strategic Public Equity platform

Gresham House Asset Management Ltd   www.ghsplc.com
107 Cheapside                        info@greshamhouse.com
London EC2V 6DN                      020 3837 6270

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