Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
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Contents
Sections
1 Grandi Stazioni today
2 Transaction background
3 GS Retail at a glance
4 Key investment highlights
This document (the “Teaser”) has been prepared by Rothschild S.p.A. (“Rothschild”) on behalf of the shareholders of Grandi Stazioni S.p.A. (the
“Sellers”). The information contained herein has been obtained from Grandi Stazioni S.p.A. (“Grandi Stazioni”) or was public information.
While the information contained herein is believed to be reliable, no representation or warranty is made by Rothschild, nor by its Partners, Directors
and employees as to the accuracy or completeness of such information. Rothschild has not been able to verify independently the information
contained herein. By receipt of this information, the recipient agrees that Rothschild shall have no liability for any misstatement or omission or fact or
any opinion expressed herein, nor for the consequences of any reliance upon any statement, conclusion or opinion contained herein. Rothschild
does not consider itself as a legal, tax or accounting advisor. As a consequence, no information in this document can be considered as an opinion or
an advice on any legal, tax or accounting issues and Rothschild shall not be considered liable in this matter.
The Teaser is not a prospectus and does not constitute an offer or the solicitation of an offer for the sale or purchase of any assets or shares of
Grandi Stazioni. Neither this Teaser nor the information contained herein shall form the basis of, or constitute, any contract or binding offer.
All enquiries and requests for further information shall be addressed exclusively according to the provisions set out in the call for expression of
interest. The recipient of the Teaser shall not contact on the subject any representative or any member of Grandi Stazioni for whatever reason.
1Grandi Stazioni today
Shareholders Key facts and figures Railway station network
40% 14 major Italian railway stations
2 stations in Czech Republic Milan Verona Prague
Venice (x2)
1 commercial gallery3 Turin
Bologna Marianske Lazne
Genoa (x2)
60% ~ 750 railway stations visitors2 per year Florence
million in Grandi Stazioni stations in Italy
Ferrovie dello Stato
Italiane S.p.A. Rome (x2) Bari
1 ~ 1.5 of real estate areas of which
EuroStazioni S.p.A. Conventional rails
million ~96,000 sqm currently dedicated to Naples
sqm retail activities High speed rails
Under construction
high speed /
€210 consolidated revenues of which Palermo capacity rails
million ~€110m generated from retail Connections with
activities other countries
2014 number of visitors (million)2
752
150 148
Notes
1 Participated by Vianini Lavori
(32.7%), Edizione (32.7%), Pirelli 70 58 58
Group (32.7%) and SNCF (1.87%) 50 49
30 29 28 27 24 19
2 The data are calculated as 14
“passages of visitors in station”.
For the “passengers” category the Torino Firenze Venezia Verona Genova
Roma Milano Bologna Roma Napoli Venezia Genova Palermo Bari
passage is meant to be the single Porta Santa Maria Santa Porta Piazza Total
Termini Centrale Centrale Tiburtina Centrale Mestre Brignole Centrale Centrale
transit in a single station, thus Nuova Novella Lucia Nuova Principe
considering only the departure
point and final destination of the
travel
Grandi Stazioni is engaged in the renovation enhancement and management of
3 Metronapoli commercial gallery,
which connects the underground
Italy’s 14 largest railway stations located in the most appealing leisure and business
station to the railway station of
Napoli Centrale
destinations in Italy
Source Grandi Stazioni, Eurisko
2Transaction background
The spin-off of Grandi Stazioni: transaction overview
Description
The shareholders of Grandi Stazioni have decided to implement a corporate reorganisation program aimed at separating retail activities from the
The disposal of GS real estate activities, infrastructure business and core services related to the railway transportation
Retail will allow
Following a non proportional demerger, retail lease management activities, media & advertising activities, the management of some services to
(i) Grandi Stazioni customers, the supervision of facility management activities and the management of two Czech stations (through the vehicle Grandi Stazioni
shareholders to Česká republika - “GS Ceska”), will be transferred into a NewCo, Grandi Stazioni Retail S.p.A. (“GS Retail” or the “Company”), participated by
crystallize the value Ferrovie dello Stato Italiane S.p.A. ("FS”) and Eurostazioni with a stake of 55% and 45% respectively
of the retail asset Concurrently, Grandi Stazioni will remain engaged in the facility management activities, the office lease management, car parks and Italian
(ii) FS to focus on the railway operators’ ticket offices management and the engineering services and will be retitled as Grandi Stazioni Rail S.p.A. (“GS Rail”), while
the real estate assets1 will be contributed into a NewCo, Grandi Stazioni Immobiliare S.p.A. (“GS Immobiliare”)
core activities in
order to complete FS and Eurostazioni S.p.A. (“Eurostazioni”) are willing to sell 100% of the shares of GS Retail through a competitive auction process
the remaining
infrastructure
Pre and post demerger structure Post demerger ownership of GS Retail
investments in the
agreed timing, thus GS Retail
unlocking full FS Eurostazioni
Retail lease management
revenue potential Media & Advertising
55% 45%
from the railways’ Retail and office lease Services to customers 100%
GS Ceska
commercial areas management
Media & Advertising GS Rail GS Rail GS Retail
Facility management Office lease management
Railway services Facility management 61%2
Services to customers Railway services
Engineering activities GS Ceska
Engineering activities
Real estate GS Immobiliare
GS Ceska
Real estate assets
Notes
1 Except for a real estate property in Venice, which will be allocated to GS Retail
2 The other shareholder is EBRD - European Bank for Recostruction and Development (39%)
3 Source Grandi StazioniGS Retail at a glance
Business overview
GS Retail revenues Business description Key facts and figures
Revenues 2014: €111m3 GS Retail will operate under long-term concessions with FS Group
up to 20401 for the exclusive commercial exploitation of retail areas 14 in Italy
6% and advertising spaces of the major 14 Italian railway stations # of railway stations 2 in Czech Republic
6% 1 commercial gallery
10% The Company will be engaged in the following activities within the
railway stations: Leased retail areas
~ 96,000 sqm2
in Italy
– Retail lease management: rental of c.96,000 sqm2 retail
spaces / c.465 stores
60%
17%
– Media & Advertising: management of the stations’ advertising # of stores ~465
spaces
– Services to customers: management of the baggage
Retail lease management Pro-forma
deposits and toilet services €111m3
Media & Advertising revenues 2014
Facility Management – Facility management: supervision on the activities performed
by GS Rail on retail areas and common and transit areas
Services to customers Pro-forma
GS Retail will have in place a property & facility management €49m (c.44% margin)3
GS Ceska EBITDA 2014
agreement with GS Rail regulating the ordinary and extraordinary
maintenance over all the railway station areas as well as cleaning
and security services # of employees as of July
83
1st 2015
GS Retail will pay a concession fee to FS Group for the
commercial exploitation of the retail and advertising spaces of the
14 Italian railway stations
The Company also will own a majority stake in GS Ceska, the
company holding the concession rights for the refurbishment,
management and commercial exploitation of the two Czech railway
stations of Prague Central and Marianske Lazne
Notes
1 With the exception of Roma Tiburtina and Napoli Metronapoli expiring respectively in 2044 and 2050
2 Does not include logistic and other areas (e.g. canteen)
3 Consolidated figures including GS Ceska
Source Grandi Stazioni
4Key investment highlights
Attractive market
fundamentals
1
Significant growth Compelling railway
potential to be unlocked station visitors profile
2
7
Opportunity to leverage 6 3
on an already developed
Retail Appealing retail areas
and innovative digital located in stations with
media & advertising high passenger flows
platform
5 4
Significant growth of leased High profile tenants
spaces driven by renovation including several
and expansion works in the renowned and top
major Italian railway stations performing brands
A unique investment opportunity to enter the compelling Italian travel retail sector
5Key investment highlights
1
Travel retail market in Italy GS Retail reference # of visitors
(2014A-2018E) - €bn commercial lease Grandi Stazioni (mln)1
market (€/sqm)2
Travel retail market is expected to grow driven by the
868 expected recovery of domestic consumption and the
Attractive market 823 752 additional growth of tourists flows
214
fundamentals 24 166
749
- 21 Unitary yields in the Italian commercial lease market are
Compelling underlying expected to increase driven by the expected increase in
market fundamentals 587 653
demand of commercial areas
providing room for GS
Retail growth over the next
years 2014A 2018E 2014A 2020E 2014A 2020E Visitors, currently at over 750 million per year, are expected
Non Passengers
to reach more than 850 million by 2020 thanks to the
Passengers increase of both passenger and non-passengers flows
Source: Euromonitor Source: Scenari Immobiliari Sources: Grandi Stazioni,
Eurisko, ISTAT
2
Grandi Stazioni visitors vìs-a-vìs airplane users Travel time by train on
Milan-Rome route (min)
People under 35 High spending
Compelling railway years old(%) capacity (%) With respect to the Italian average, Grandi Stazioni visitors
station visitors profile
are younger, with high spending capacity, willing to try new
- +24% +10% products, well educated and hi-tech oriented
Young, curious, hi-tech and 32 245
31 81 210
high spending consumers
26 75 175
within GS Retail railway 145
145-160 In addition, the ongoing transition from airplane to high-
stations, providing the 68 speed trains driven by the significant travel time reduction is
opportunity to attract the progressively bringing new young, hi-tech and high spending
best tenants
consumers to GS Retail stations
2005A 2010A Today 2016E
Source: Eurisko Source: Eurisko Source: Grandi Stazioni
Notes
1 The data are calculated as “passages of visitors in station”. For the “passengers” category the passage is meant to be the single transit in a single station, thus considering only the
departure point and final destination of the travel
2 Main cities where GS Retail will be present: Rome, Milan, Florence, Venice, Turin
6Key investment highlights
3
2014 number of visitors (m)
752
Appealing retail 454
areas located in 150 148
stations with high GS Retail commercial areas are located in refurbished
passenger flows beautiful historic buildings in the heart of the most appealing
Roma Milano Other Total travel destinations and business centers in Italy
- Termini Centrale Stations
Historical buildings in the
hearth of the major Italian Leased retail areas (‘000 sqm)1 Leased areas are mainly concentrated in Roma Termini,
cities all connected ~96 Milano Centrale, the largest stations in terms of size and
through the national passenger flows
railway network 45
29 22
Roma Milano Other Total
Sources: Grandi Stazioni, Eurisko Termini Centrale Stations
4 GS Retail best performer tenants
GS Retail tenants overview
(‘000€/sqm)2
High profile tenants
including several Retail Leveraging on the compelling railway station visitors profile,
renowned and top GS Retail tenants have been able to achieve outstanding
Food &
performing brands Beverage
50 store performances, in line with high street shops
-
Tenants performance Cosmetics
50
within GS Retail stations in & Beauty
GS Retail commercial areas attract several renowned top
line with high streets is performing national and international brands across different
instrumental in attracting Jewelry 25
sectors
high quality and top
standing tenants Fashion 20
Source: Grandi Stazioni
Notes
1 Does not include logistic and other areas (e.g. canteen)
2 Calculated as the ratio between the turnover of the best performer tenant within its product category and the corresponding leased area
7Key investment highlights
5
Leased retail areas evolution 2014-2020 (‘000 sqm)1
Significant growth of
Significant growth of leased spaces by 2020 driven by already
leased spaces driven + ~130,000sqm
identified renovation and expansion works
by renovation and ~230
expansion works in the The greater increase in leased retail areas over the next years
major Italian railway is concentrated in the major GS Retail stations in terms of size
stations and passenger flows
- 96
~130,000sqm new retail By 2020 GS Retail will become the largest multi-location
201 4 le ase d Milano Napoli Roma Bolo gna Roma Other 202 0 le ase d department store in Italy, reaching ~1,500 shops (vs. ~465
spaces are expected to be retail area s Centrale Centrale Tiburtina Centrale Termini railway retail area s
realized over the next 5 station s today)
years Source: Grandi Stazioni
6
Opportunity to Compelling digital OOH …driving GS Retail shift Digital OOH advertising market is expected to continue its
leverage on an advertising market trends… towards digital systems
double digit growth path over the next years driven by a trend
already developed OOH digital advertising market2 GS Retail market share in the of reconversion of traditional systems to digital systems
OOH advertising market (%)
and innovative digital
media & advertising ~€67m To exploit this ongoing market trend, GS is implementing
~10% significant investments aimed at the digitalization of the entire
platform
media & advertising areas
- €28m 6% 5%
GS Retail will be ideally
Leveraging on the reconversion towards digital systems, GS
positioned to capitalize on €10m
the favourable digital Retail digital media & advertising platform will be ideally
advertising market trends positioned to capture the growth potential underlying the
2008A 2014A 2020E 2008A 2014A 2020E
digital OOH advertising market
Source: Assocomunicazione, Grandi Stazioni
7
GS Retail revenues expected GS Retail EBITDA expected Significant growth prospects over the next years mainly
evolution 2014-2020E (€m) evolution 2014-2020E (€m)
Significant growth driven by (i) the expansion of commercial areas, (ii) the
potential to be optimization of yield rates on existing spaces, and (iii) the full
unlocked exploitation of the media & advertising platform
111 49
-
2020E revenues and EBITDA Over the Industrial Plan period, GS Retail expects to post
more than double than today double-digit growth, more than doubling its revenues and
2014A 2020E 2014A 2020E EBITDA up to 2020
Source: Grandi Stazioni
Notes
1 Does not include logistic and other areas (e.g. canteen)
8 2 OOH”: “out of home”. “Traditional” market is represented by printed advertising installations, whilst “digital” market encompasses all the
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