Investors Presentation - Cogelec
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Investors
Presentation
// May 2018
By reading this presentation (the “Presentation”) you accept that you have been fully informed about the matters and limitations set out below.
The Presentation and its content have been prepared under the sole responsibility of COGELEC (the “Company”). In no circumstances shall the advice given by
the Company give rise to any liability, of any kind or on any grounds, in respect of damages incurred in relation to the content of the Presentation.
This Presentation relates to the initial public offering to admit shares in the Company for trading on the Euronext Paris market (the “IPO”). The Presentation
contains summary, non-comprehensive information on the Company. We strongly recommend that you read with attention the prospectus approved by the
Disclaimer Autorité des Marchés Financiers with Visa no. 18-203 on 28 May 2018 (the “Prospectus”). The Prospectus can be obtained free of charge on request from the
registered office of COGELEC (370 rue de Maunit, 85290 Mortagne-sur-Sèvre) and from the websites of COGELEC (www.investir.cogelec.fr) and the Autorité des
Marchés Financiers (www.amf-france.org).
The Prospectus contains information about the Company's business and strategy as well as financial information on the Company and a presentation of the risk
factors that it faces. The content of the Prospectus may differ from that of this Presentation. In the event of any such discrepancy between the content of the
Presentation and Prospectus the information in the Prospectus shall prevail.
The Presentation is not and should not be considered as a public offering, an offer to sell or subscribe or as a means of soliciting public interest in a public
offering. This Presentation offers no view as to the advisability or otherwise of investing in the IPO. No guarantee is offered as to the completeness, correctness
or accuracy of the information it contains. The information and opinions contained in the Presentation and all data presented are provided as of the date of this
Presentation and may change at any time. This Presentation contains some forecasts and forward-looking information. This information is provided as of the date
of this Presentation and no guarantee is given as to its reliability. The Company is under no obligation to update the information.
Market data and some sector forecasts included in the Presentation have been derived from internal surveys, estimates, reports, studies and on some occasions
published data. The Company considers that these data are reliable. However, the consistency of the methodology used to derive them and the accuracy and
completeness of the assumptions on which they were based have not been independently verified.
Regarding member states of the European Economic Area outside France (the “Member states”) who have transposed Directive 2003/71/EC of the European
Parliament and Council, of 4 November 2003 as amended (the “Prospectus Directive”), nothing has or will be done that would require publication of a
prospectus, other than the Prospectus, in any of these Member states. As a result, shares in the Company can be offered for sale in Member states solely: (i) to
legal entities which are qualified investors as defined in the Prospectus Directive; or (ii) in other cases that do not require the Company to publish a prospectus
pursuant to article 3(2) of the Prospectus Directive.
Neither the Presentation nor the Prospectus have been approved by an authorised person in the meaning of article 21(1) du Financial Services and Markets Act
2000. As a result, the Presentation is intended solely for (i) persons located outside the United Kingdom, (ii) investment professionals in the meaning of article
19(5) du Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) persons referred to in article 49(2) (a) to (d) (companies with a high
capital value, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iv) any other person to
whom the Presentation may be legally addressed (the persons referred to in paragraphs (i), (ii), (iii) and (iv) being jointly the “Authorised Persons”). Shares in
the Company offered as part of the IPO are solely intended for Authorised Persons and any solicitation, offer or agreement concerning the subscription, purchase
or acquisition of the shares can only be made to Authorised Persons. Anyone who is not an Authorised Person must refrain from using of relying on the
Presentation and its content. Neither the Presentation nor the Prospectus is a prospectus approved by the Financial Services Authority or any other UK regulatory
authority in the meaning of Section 85 of the Financial Services and Markets Act 2000.
The Presentation does not constitute an offer of securities or a solicitation to purchase or subscribe for securities or a solicitation to sell securities in the United
States. The shares in the Company have not been and will not be registered pursuant to the US Securities Act of 1933, as amended (the “US Securities Act”), and
may not be offered or sold in the United States without registration or exemption from the registration requirement imposed under the US Securities Act. The
shares have not been and will not be registered pursuant to the US Securities Act, and the Company does not intend to make any public offering of its shares in
the United States of America.
Risk factors
Investors' attention is drawn to Chapter 4 “Risk Factors” of the base document and Chapter 2 “Risk factors related to the Offer” of the securities note.
Roger Leclerc
Chairman and Founder
32 years of experience
(of which 10 years at FDI Matelec)
28 years of SMI-SME Chairmanship
Stéphane Vapillon
Chief Financial Officer
21 years of experience (Adm. & fi.)
of which 10 years in audit
Lise Gaschet
International Development Manager
Joined Cogelec in 2011
13 years of experience on International Development.
A global offering for
building managers
A LEADER IN ACCESS CONTROL...
Access control
Door entry system Service providers Residents
4
A global offering for ...ON THE
building managers MULTI-UNIT DWELLINGS MARKET
Social landlords
1.5 million buildings
in France Social
housing
Managed by:
Management companies
Representing 15.4 million
dwellings
(5% of the building base Private
renewed each year)
co-owned properties
5
An historical player A VALUE PROPOSAL BUOYED
in access control BY INNOVATION FOR OVER 15 YEARS
FROM CABLE INTERCOM… …TO THE GSM REVOLUTION
2001-2006 2007-2018
Supplier of VIGIK solutions Creation of the 1st global offering
for manufacturers (OEM) for wireless intercom (GSM)
by subscription
Over 40%
VIGIK market share in
France since 2003
6
A proven Business Model GROWTH AND PROFITABILITY MOMENTUM SINCE ITS CREATION
+53%
in two years
850,000 2017 revenue
dwellings €26.1M
€26.2M €30.6M
€19.9M + 150,000
16.3%
14.4% new dwellings
in 2017
10.0%
2015 2016 2017
Revenue and current operating margin
2017 revenue
€4.5M
2017
Revenue Current EBIT Net income Employees
€30.6M €5.0M €2.9M 139
7
#1 a unique offering on the market
The creation of a proprietary ecosystem A GLOBAL SERVICE OFFERING
THE BENEFITS
OF GSM INTERCOM SYSTEMS
Remote and
real time management
for building managers
Fast installation,
without major work and with
immediate entry into service
Comfort of use
for residents
9
#1 THE SWITCH OF INTERCOM TO WIRELESS
A unique offering on the market
The benchmark CABLE INTERCOM
for users
Cable intercom
€135M still represents
in 2017
Stable since 2012
95% of the market (1)
GSM INTERCOM SYSTEMS
€10M €30M 23.3%
in 2012 in 2017 CAGR 2012-2017
(1)Source:MSI Reports – Electronic access control market
in France – May 2016
10#1 BENEFITS FOR BUILDING MANAGERS: SIMPLIFYING MANAGERS’ WORK WITH A
SIMPLE, SCALABLE, REMOTELY-OPERATED AND REAL TIME MANAGEMENT SYSTEM
A unique offering on the market
The benchmark
for users
Free and secure remote management portal
www.intratone.info
01 02 03
CREATE, MODIFY, MANAGE KEYS FOR TECHNICAL ALERT
DELETE TECHNICAL FACILITIES FOR MONITORING
• A name • Identification • A lift pump
• A code of existing keys • A CMV
• Free access • One-off loan • An open door
time frames • Call security guard • Email alert
• A proximity key fob to pick up a key
• A pass
11#1 BENEFITS FOR RESIDENTS: A WIRELESS INTERCOM SYSTEM CONNECTED TO
A LAND LINE OR MOBILE TELEPHONE TO IMPROVE DAILY LIFE
A unique offering on the market
The benchmark
for users
01 Visitor call 02 Contact
Visitors contact the resident using the The resident answers his/her land
intercom. Interface rings on: line, mobile or tablet whether he/she
mobile, land line or tablet. is at home or outside.
03 Access authorisation 04 No need
Open the building door for residents to move
by pressing a button on the telephone
(the * key, for example). The visitor is granted access to the
building.
12#1 A DISRUPTIVE BUSINESS MODEL
BASED ON SERVICE AND SUBSCRIPTIONS
A unique offering on the market
The benchmark
for users
EQUIPMENT: GSM: SERVICES:
Terminals and proximity key fobs Intercom system solution based Online management tool for
for residents, CCTV camera, on the telephone network building managers
numeric keypad, key cabinet, through operator agreements
fob/transmitters, etc…
Reduced investment Unlimited communication Remote management
for customers without additional costs
Invoicing at installation
Monthly subscription per dwelling
13#2 The keys to our success
#2 The keys to our success Our innovations, our brands
2016
2012-2013
1st CCTV camera
1st comprehensive for building foyers 2018
key management offering:
- key safe; 2017
- key cabinet;
- internet management tool, 2016
2015 2017
2009
2012-
1st VISIO 3G Hands-free proximity key fob
2013
intercom 2015
2010
2001 1st transmission
Launch 2009 module 4G-IP 100%
of the Vigik system 2010 VIDEO
2007
1st electronic notice board
2001 for building foyers
2007 Research & Development
1stmanagement offering 1.8 M Investments
operating in real time euros 41 patent families,
for intercom systems in 2017 18 engineers
15#2 TELECOM OPERATOR AGREEMENTS
TO PRE-EMPT THE WIRELESS MARKET
The keys to our success
Our operator
agreements
Operator Operator Operator
agreement agreement agreement
signed in 2006 signed in 2011 signed in 2016
36,972
SIM CARDS ACTIVATED IN 2017
OUT OF AN INSTALLED BASE OF 120,000 CARDS
16#2 A DIRECT RELATIONSHIP WITH SOCIAL LANDLORDS AND MANAGEMENT
COMPANIES
The keys to our success
Our positioning:
Services
and customer
proximity
292(1) social landlords 4,230(3) Management
out of 515(2) in France companies
out of 10,000(4) in France
1.5 M Marketing 19 19
euros Sales Office-based sales
Budget
in 2017 representatives representatives
in the field
(1)Source: Company - (2)Source: http://www.semainehlm.fr/nous-les-hlm/les-hlm-en-chiffres-0 -
(3)Source: Company - (4)Source: Company estimates
17#2 A MARKETING METHOD BASED ON PRESCRIPTION WITH DIRECT RELATIONSHI PS WITH
SOCIAL LANDLORDS AND MANAGEMENT COMPANIES
The keys to our success
Our positioning:
Services
and customer
proximity
881 Distributors
Provision
of management tool
Guidance & Training +
117 Subscription
Installers Installation
partners
Social landlords Management
companies
18Our network
#2 The keys to our success A network of distributors and installers located
throughout France.
IDF/NORTH-WEST NORTH
Installation partners: 33 Installation partners: 7
Sales distribution outlets: 95 Sales distribution outlets: 35
WEST CENTRE-EAST
Installation partners: 8 Installation partners: 5
Sales distribution outlets: 45 Sales distribution outlets: 40
Installation CENTRE EAST
117 partners(1) Installation partners: 9 Installation partners: 6
Sales distribution outlets: 83 Sales distribution outlets: 39
Sales
881 outlets(2) SOUTH-WEST RHÔNES-ALPES / AUVERGNE
Installation partners: 7 Installation partners: 12
Sales distribution outlets: 76 Sales distribution outlets: 247
MIDI –PYRENEES/ROUSSILLON SOUTH-EAST
Installation partners: 16 Installation partners: 14
Sales distribution outlets: 77 Sales distribution outlets: 144
(1)Source: Company – (2)Source: Company
19#3 A success story
#3 SUSTAINED AND ACCELERATING GROWTH
A success story
Strong growth of the Growth driven by:
installed base 1 EMBEDDED GROWTH: 2 NEW GROWTH:
Natural expansion among Acquisition of new customers
existing Cogelec customers (+7% in 2017) (+14% in 2017)
CHANGE IN INSTALLED EQUIPMENT BASE
(total number of dwellings subscribed)
850 000
700 000
580 000
+21.4%
+20.7%
2015 2016 2017
21#3 A RECURRING REVENUE MODEL
A success story
Our business model
CHANGE IN REVENUES IN €M REPEAT BUSINESS THAT RELIES ON:
Sales of services (subscriptions) amounted
30,6 to 24% of total Group revenue
in 2017, 21% in 2016 and 20% in 2015
26,2
7,4
A ramp-up in the subscriber base
19,9 5,4
+37% (+21.4% between 2016 and 2017)
4
+35% A churn rate below 0.25%
20,8 23,2 of dwellings in 2017
15,9
+11.5%
+30.8%
2015 2016 2017
Subscriptions
Products
22#3 A success story Strong growth in business and profitability
CHANGE IN
CURRENT OPERATING INCOME IN €M CURRENT OPERATING MARGIN RATE CHANGE IN NET INCOME IN €M
5,0 16,3 %
14,4 % 2,9
3,8
+32% 10,0 % +13 %
2,2
+32%
2,0 +90% +44 % 1,5 +47%
2015 2016 2017 2015 2016 2017 2015 2016 2017
23Simplified income statement
#3 IFRS (€ thousand) 2015 2016 2017
A success story Revenue 19,982 26,212 30,628
of which subscriptions 4,051 5,450 7,365
Our business model Other operating income 7 22 4
Cost of goods sold -6,240 -9,334 -10,958
Changes in inventories, work in progress and finished
-40 294 1,154
goods
Gross margin in value 13,709 17,193 20,827
Gross margin as a % of revenue 68.6% 65.6% 68.0%
Staff costs -6,360 -7,540 -8,821
External expenses -4,073 -4,370 -4,870
Depreciation, amortisation & provisions -1,170 -1,466 -2,016
Other current expenses -99 -42 -112
Recurring operating income 2,006 3,777 5,007
Operating income 1,784 3,568 4,857
As a % of revenue 8.9% 13.6% 15.8%
Cost of net financial debt -249 -316 -324
Tax expenses -471 -1,169 -1,630
Net income 1,500 2,199 2,905
As a % of revenue 7.5% 8.4% 9.5%
24Simplified balance sheet
#3
A success story IFRS (€ thousand) 2015 2016 2017 IFRS (€ thousand) 2015 2016 2017
Our business Model Intangible assets 4,868 5,717 6,598 Total shareholders'
equity
3,776 3,468 3,529
Property, plant &
4,887 5,331 5,262
equipment Borrowings and financial
7,084 8,613 7,950
debt
Other non-current and
1,800 2,663 3,228 Provisions 417 557 765
financial assets
Total non-current Other non-current
11,555 13,711 15,088 6,887 9,660 13,216
assets liabilities
Inventories and work in Total non current
3,886 4,746 6,964 14,388 18,831 21,931
progress liabilities
Trade receivables 6,050 7,238 8,342 Borrowings and financial
1,855 2,365 3,367
debt
Other current assets 1,295 1,633 1,639
Trade payables 2,113 3,764 3,494
Current tax assets 596
Other current liabilities 3,369 4,248 5,064
Cash and cash
2,297 5,901 5,671 Current tax liabilities 178 553 320
equivalents
Total current assets 14,124 19,518 22,616 Total current liabilities 7,515 10,930 12,244
TOTAL ASSETS 25,679 33,229 37,704 TOTAL LIABILITIES 25,679 33,229 37,704
25Simplified cash flow table
#3
A success story
IFRS (€ thousand) 2015 2016 2017
Our business model
Net income from continuing operations 1,048 2,199 2,905
Cash Flow 1,901 3,972 5,008
(before cost of net financial debt & tax expenses)
Change in WCR related to operations 2,087 2,313 2,236
Cash flows linked to business activities 2,884 6,191 5,835
Cash flows linked to investment
-1,011 -2,621 -3,209
activities
Cash flows linked to financing activities -2,927 -130 -2,535
Opening cash 3,188 2,134 5,575
Change in cash and cash equivalents -1,054 3,440 91
Closing cash 2,134 5,575 5,666
26#3 OPERATIONAL SHAREHOLDERS FROM A FAMILY BUSINESS
A success story
Majority Group: managers Minority Group: investors
75.54% 24.46%
HRC SAS Other Naxicap
(Roger Banque Populaire
managers Rendement
Leclerc) Développement
2018
37.67 % 37.87% 12.23% 12.23%
SRC SAS
< 0.1% > 99.9%
COGELEC
27#4 Kibolt, the new ground-breaking innovation
#4 SIMPLIFYING EVERYDAY LIFE FOR USERS
WITH A UNIVERSAL KEY
Kibolt, the new ground-breaking innovation
A revolution in
access control
TOO MANY KEYS? A UNIVERSAL KEY
FOR ALL YOUR ACCESS NEEDS
Key cabinet Apartment
key key
Car park
key
Basement key
Bin area
key
Garage key
29#4 KIBOLT IS A HIGH-TECH PRODUCT
Kibolt, the new ground-breaking innovation
A revolution in 10 years of R&D
access control €3.2M
over 6,000 person/days,
9 patents in Europe,
Japan and USA
2008 2015 - 2018 2019
Study of patents Study of mechanical parts Marketing
and feasibility Study of software France
and applications
2009 - 2014 2018 2020
Key functionality study (R&D) with Parts manufacturing Marketing
Bpifrance financing and assembly Europe
30#5 A clear strategy
for ambitious objectives#5
A clear strategy STRONG GROWTH POTENTIAL IN FRANCE
for ambitious objectives
Numerous sources
of growth THE MARKET DRIVERS:
in France
1
Intratone, leader on the GSM market
95% of the market to be gained
2
Renovation of the real estate base
3
Cumulative subscriptions
4
A growing demand for protection:
15,500,000 searches for "access control" on Google1
5
Innovation as a driver for the replacement
of older equipment
1 Source: Company, Google
32#5
A clear strategy
GAIN OF NEW MARKET SHARE
IN MULTI-UNIT DWELLINGS IN EUROPE
for ambitious objectives
An enormous
potential in Europe
with a replicable Belgium & The
offering Netherlands
- 78.0 million1 multi-unit
UK dwellings in the European Union
excluding France
Germany - 25.1 million1 dwellings for the
4 targeted countries: UK,
Germany,
Netherlands and Belgium
A single offering for the 4 markets in which we are already present and in which the
buyer typology is similar to that of France.
1 Source: Company estimate, www.populationdata.net,
https://www.insee.fr/fr/statistiques/2381488, Eurostat June 2017
33#5
A clear strategy
GAIN OF NEW MARKET SHARE
IN CERTAIN TARGET COUNTRIES IN EUROPE
for ambitious objectives
Success based on
our presence and CHANGE IN REVENUES IN €M
• 5 years of successful export experience
initial results 30,6
• Field-based sales representatives:
26,2 2,4
1,6 • UK
19,9
+50%
1,2 • Belgium / The Netherlands
+33%
28,2 • Germany
24,6
18,7 Average revenue/sales representative: around
+15% €500k
+31%
• Leading operator agreements
2015 2016 2017 in each target market
France Export
1 Source: Company estimate, www.populationdata.net,
https://www.insee.fr/fr/statistiques/2381488, Eurostat June 2017
34#5
A clear strategy
GAIN OF NEW MARKET SHARE
IN CERTAIN TARGET COUNTRIES IN EUROPE
for ambitious objectives
A sales force • A development structure already in place:
development - an export team of 2 managers + 4 trainers;
strategy - a steering and monitoring management tool;
- a sales back office for appointment taking
• Ongoing recruitment of sales representatives:
- target of 23 sales representatives at end-2018;
- target of 34 sales representatives at end-2019.
• A subsidiary in the Netherlands (Benelux zone)
Commercial successes
• Great Britain: Installation of access control in 1,000 building foyers for a
social landlord
• Belgium: Installation of access control in 200 building foyers for a social
landlord
35#5
A clear strategy LAUNCH OF KIBOLT IN FRANCE AND EUROPE
for ambitious objectives
A deployment
in several stages
A customer/guidance network
already solidly installed in
France
European cylinder standard
An innovative product perfectly
in tune
with building management
challenges
A considerable international
potential through our
different operating locations
1 Source: Company
36#5
A clear strategy
TARGET OF TRIPLING REVENUE BY 2021:
€90M
for ambitious objectives
An intensive
and extensive
development
strategy 01 Gain 02 Deployment
Gain of new market share Deployment of the multi-unit
in the GSM intercom systems dwelling offering in certain target
market in multi-unit dwellings in countries in Europe (Target of
France €30M in 2021 in Germany, UK and
(Target of €45M in 2021) Benelux)
03 Marketing
Marketing of Kibolt,
the new universal key in France
and Europe (Target
of €15M in 2021)
37#6 IPO ON EURONEXT PARIS
▪ COGELEC
Issuer
#6 Market, eligibility
▪
▪
ISIN: FR0013335742 –Ticker: COGEC
Regulated market of Euronext Paris
▪ PEA-PME eligible
▪ A public offering in France carried out under an open price offering, primarily
Characteristics of intended for individuals (OPO)
the offering
Structure of the offering ▪ A global placement primarily intended for institutional investors (GP) including a
placement in France and an international private placement in certain countries
outside France, notably excluding the United States of America
Price range ▪ €10.40 - €13.10 per share (median: €11.75)
▪ Initial offer volume: capital increase and sale of existing shares of around €36
million (1,547,486 initial new shares and 1,512,667 initial sold shares)*
Volume of the offering
▪ After extension clause: around €38.7 million (232,122 supplementary new shares)*
▪ After overallotment option: around €41.8 million (266,941 additional sold shares)*
▪ €101.8 million based on the median price, until €104.6 million in the event of full
Capitalisation after IPO
exercise of the extension clause and of the overallotment option
▪ Abstention undertaking by COGELEC: 6 months, subject to usual exclusions
Abstention and lock-up ▪ Lock-up undertaking by SRC SAS in COGELEC: 18 months, subject to usual exclusions
undertakings
▪ Lock-up undertaking by SRC SAS associates in SRC SAS: 18 months, subject to usual
exclusions
▪ A total of €11.5 million by Sycomore Asset Management, Keren Finance and Ostrum
Subscription commitments
Asset Management
▪ Joint lead managers and bookrunners: Gilbert Dupont and Midcap Partners
Syndicate
▪ Company advisor: Sponsor Finance
* Based on the median of the indicative price range 39#6
28 May 2018 ▪ AMF approval of the prospectus
Offering calendar 29 May 2018 ▪ Opening of the OPO and the global placement
▪ Closing of the OPO at 5.00 pm (Paris time) for physical subscriptions and 8.00 pm (Paris
12 June 2018
time) for online subscriptions
▪ Closing of the global placement at 12.00 noon (Paris time)
▪ Setting of the Offering price and potential exercise of the extension clause
▪ Distribution of the press release announcing the Offering price, the final number of new
13 June 2018 shares and the result of the Offering
▪ Euronext notice regarding the result of the Offering
▪ Signing of the placement agreement
▪ Beginning of the stabilisation period, where applicable
15 June 2018 ▪ Settlement-delivery of the OPO and the global placement
▪ Start of trading of the COGELEC shares on the regulated market of Euronext Paris under
18 June 2018
the listing line called COGELEC
▪ Deadline for exercising the overallotment option
13 July 2018
▪ End of the stabilisation period, where applicable
40Before IPO
HRC SAS Naxicap
#6
Other Banque Populaire
(Roger Rendement
managers Développement
Leclerc) 2018
Shareholder 37.67 % 37.87 % 12.23 % 12.23 %
structure SRC SAS
99.9%
COGELEC
After IPO*
HRC SAS Naxicap
Other Banque Populaire
(Roger Rendement
managers Développement
Leclerc) 2018
Free float
37.67 % 37.87 % 12.23 % 12.23 %
SRC SAS
40.00 %
60.00 %#6
Company advisor
Offering partners
Joint lead managers
and bookrunners
Auditors
Legal advisory
Financial
Communication
42Appendices Product Range
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