Retail sector update - July 2014

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Retail sector update - July 2014
Retail sector
update

July 2014
Retail sector update - July 2014
Retail sector update - July 2014
Selected recent credentials

         Deloitte is the world’s leading fully-integrated professional services organization, providing financial
         advisory, consulting, tax, audit and risk advisory services in the consumer business industry.

         Deloitte Turkey assumed various advisory roles in recent M&A transactions in the Turkish retail sector.
         Through an integrated approach, Deloitte Turkey advised its clients during these transactions by
         providing M&A Advisory, Financial Due Diligence, Commercial Due Diligence, Tax Due Diligence, Tax
         Structuring and Post-Merger Integration services. Our recent deal track record in the retail sector is
         presented below:

          Financial advisor to Ayakkabı   Financial due diligence services   Financial advisor to C&J Clark        M&A Advisory and full range of
          Dünyası                         to Levant Capital                  International Limited                 Due Diligence services to

          In its sale to Esas Holding     In its acquisition of Panço                                              In its acquisition of Nine West
                                                                              İn its acquisition of EFA Ticaret,   business in Turkey
                                                                              the exclusive distributor of
                                                                              Clarks products in Turkey

           Strategic and commercial due   Financial due diligence services    Commercial assessment of             Working capital diagnostics of
           diligence of ORKA Group        to The Carlyle Group                Park Bravo Group for                 Penti
                                                                              Landmark

                                           In its acquisition of Penti                                             For The Carlyle Group
           for Investcorp

          Vendor due diligence services    Vendor due diligence services      Lead financial advisor to Silk &      Financial & tax due diligence
          to Ziylan Group                  to YKM                             Cashmere                              services to Naspers

                                                                              In its sale to Eastgate Capital       Regarding the acquisition of a
                                                                              Group                                 private shopping website

                                                                                                                                                     1
Retail sector update - July 2014
Industry trends

                Macroeconomic Performance                                                             Industry Commentary

                Even in a turbulent year due to increased socio political                             As the Turkish economy grows, the Turkish retail sector
                tension and the FED’s revised monetary policy, the                                    has been one of the most appealing sectors for both
                Turkish economy retained its momentum and achieved                                    investors and consumers. Per capita disposable income
                4% growth. GDP reached US$820 billion in 2013 albeit                                  grew with a CAGR of c. 9% over the past 5 years and
                the Turkish Lira devalued 20% against the US Dollar                                   reached US$8,895 in 2013; it is expected to exceed
                year-on-year to December 2013.                                                        US$13,000 in 2018. Despite the significant currency
                                                                                                      volatility and tightened credit card regulations in 2013,
                Turkey’s growth and its continuing long term potential                                Turkish consumers remained keen on discretionary
                have led to sustained interest from investors, also in                                spending, which drove activity in the sector and
                2014, as evidenced by the BIST 100 index remaining                                    continued to encourage a notable number of global
                above 75.000 points as of May 2014. Similarly, growth                                 brands to enter the market. In this context, the
                remained relatively robust in the first quarter of 2014                               Consumer Confidence Index hit 76.00 as of May 2014.
                at 4.3% while a decrease of 30% was achieved in the
                current account deficit.

                Turkey maintained its investment grade rating from
                leading credit rating agencies Moody’s and Fitch
                Ratings.

              Macroeconomic Performance                                                                       Consumer Confidence vs. TL's Stand

  1,200                                                                                         10%                90                                                                                                                                                                              0.80
                                  9.2% 8.8%                                             1046
                                                                                  967           8%                 80                                                                                                                                                                              0.70
  1,000                                                                   903
                                                                    845                     6%                     70                                                                                                                                                                              0.60
                                              786   820     792
                                      774                                      5.2% 5.1% 5.2%                      60
          800                 732                                                                                                                                                                                                                                                                  0.50
                                                          4.0%                              4%
US$ billion

                        617                                             3.5%                                       50
                                                                                                             (%)

                                                                 2.5%                                                                                                                                                                                                                              0.40
          600                                    2.1%                                           2%                 40
                                                                                                                                                                                                                                                                                                   0.30
                                                                                                0%                 30
          400                                                                                                                                                                                                                                                                                      0.20
                                                                                                                   20
                                                                                                -2%
                                                                                                                   10                                                                                                                                                                              0.10
          200
                                                                                                -4%
                          -4.8%                                                                                    -                                                                                                                                                                               0.00
                                                                                                                        Apr-08
                                                                                                                                 Aug-08

                                                                                                                                                   Apr-09
                                                                                                                                                            Aug-09

                                                                                                                                                                              Apr-10
                                                                                                                                                                                       Aug-10

                                                                                                                                                                                                         Apr-11
                                                                                                                                                                                                                  Aug-11

                                                                                                                                                                                                                                    Apr-12
                                                                                                                                                                                                                                             Aug-12

                                                                                                                                                                                                                                                               Apr-13
                                                                                                                                                                                                                                                                        Aug-13

                                                                                                                                                                                                                                                                                          Apr-14
                                                                                                                                          Dec-08

                                                                                                                                                                     Dec-09

                                                                                                                                                                                                Dec-10

                                                                                                                                                                                                                           Dec-11

                                                                                                                                                                                                                                                      Dec-12

                                                                                                                                                                                                                                                                                 Dec-13

                0                                                                               -6%
                    2009A 2010A 2011A 2012A 2013A 2014F 2015F 2016F 2017F 2018F
                                  GDP in Current Prices          Real GDP Growth (%)
                                                                                                                                      Consumer Confidence (left)                                                  TL Basket of US$ and EUR (right)
              A: Actual, F:Forecast
              Source: Turkstat, EIU                                                                           Note: Index values prior to Jan.13 are adjusted to Turkstat's new calculation method
                                                                                                              which was introduced in Jan.13.
              Personal Disposable Income Per Capita                                                           Source: Turkstat, CBRT

              14,000                                                                                13,332
                              CAGR (2014-2018): 10.2%                                      12,035
              12,000                                                              10,925
                                                                          9,935
              10,000                                       8,895 9,034
                                            8,035 8,288
               8,000              7,484
US$

                          6,318
               6,000

               4,000

               2,000

                    0
                          2009A 2010A 2011A 2012A 2013A 2014F 2015F 2016F 2017F 2018F

                         A: Actual, F:Forecast
                         Source: Turkstat, EIU
                2
The total size of the retail sector in Turkey is      Retail Sales in Turkey
estimated to have reached US$303 billion in 2013
                                                                     400
and is expected to grow with a CAGR of c. 7%                                                                                                           353
                                                                                                                                                                   373
                                                                                  CAGR (2014-2018): 7.4%
between 2014 and 2018.                                               350                                                                         325
                                                                                                                 290    303               301
                                                                     300                      275
                                                                                                    284                            280*

Growth in the retail sector is highly influenced                     250          235                                                                  210.7 225.2
                                                      US$ billion
                                                                                                             170.0             191.1
by shopping mall investments and the resulting                                                                           174.4
                                                                     200                   149.3 155.6 160.1       159.1
                                                                                  126.0
increase in gross leasable area. In the past five                    150
years, the number of shopping malls and total                        100
gross leasable area both experienced rapid                                   50   108.5 125.7 128.0 129.6 133.3 121.0 126.6 133.5
                                                                                                                                  142.4 147.9
growth. Increased competition led investors
                                                                             -
to build larger shopping malls to create                                          2009A 2010A 2011A 2012A 2013A 2014F 2015F 2016F 2017F 2018F
differentiation and attract a higher number of                                                            Food Retail     Non Food Retail
consumers.                                            (*) Slight decrease in 2014 is due to a forecasted devaluation of 14% in average TL/
                                                      US$ y-o-y. Sector is estimated to grow by 10% in 2014 on TL based sales.
In line with the increasing number and size of        A: Actual, F:Forecast
shopping malls, organized retailers’ share of the     Source: EIU

total retail market has been steadily increasing
and has reached 55% in 2013, ending the long-
standing dominance of street shops and stalls in      Credit / Debit Card Transactions
food distributorship.
                                                                             40
                                                                                    CAGR (2009-2013): 14.6%
                                                                             35                                                                               34
Additionally, the use of credit cards continued to
increase at an accelerated pace. In 2013, the total                          30                                                                 28
value of credit / debit card transactions grew by                                                                             24
                                                                             25                             23
                                                               US$ billion

21% year-over-year while CAGR for the last five                                          19
years is now c.15%.                                                          20

                                                                             15

                                                                             10

                                                                              5

                                                                              0
                                                                                        2009A             2010A           2011A             2012A            2013A

                                                                Source: The Interbank Card Center

                                                                                                                                                                         3
Category Commentary

                                                                                      Food and Beverage
                                                                                      Food and beverage, the largest segment of the
                                                                                      total retail market (44%), are expected to grow
                                                                                      with a CAGR of 5% in the next five years and
                                                                                      reach almost US$150 billion in 2018. We expect
                                                                                      to see continued expansion strategies at the
                                                                                      discount retailers as well as a consolidation in the
                                                                                      market.

                                                                                      Home Retailing
                                                                                      The home retailing market in Turkey, comprised
                                                                                      of household furniture and textile products,
                                                                                      reached US$51 billion in 2013. Sustained growth
                                                                                      is expected in the market considering the many
                                                                                      ongoing real estate development projects,
                                                                                      nationwide urban transformation projects and
                                                                                      increasing urbanization. The size of the home
                                                                                      retailing market is forecast to reach US$60 billion
                                                                                      in 2018, corresponding to approximately 6%
                                                                                      CAGR in the 2014-2018 period.

                                                                                      Apparel and Footwear Retailing
                                                                                      One of the most promising segments, which
                                                                                      received a high level of investor interest in recent
                                                                                      years, apparel and footwear retailing is expected
                                                                                      to grow with a CAGR of 8% in the next five years
                                                                                      and reach US$37 billion in 2018.

                                                                                      Consumer Electronics and Technological Goods
                                                                                      Smartphone sales have become an important
                                                                                      component of the market for consumer
                                                                                      electronics and technological goods, which
                                                                                      exceeded US$16 billion in 2013, with 5% year-
                                                                                      over-year growth.

                                                                                      Internet Retailing
                                                                                      Boosted by rising internet penetration, an
                                                                                      increasing number of Turkish companies are
                                                                                      offering online shopping and implementing
    (*)
          Includes online payments of tax charges but excludes payment on delivery.
                                                                                      alternative payment methods. Therefore, the
    Source: Deloitte Research, EIU, GfK, The Interbank Card Center
                                                                                      total volume of online spending* through virtual
                                                                                      point of sales networks grew annually by 40%
                                                                                      on average in the 2009-2013 period and reached
                                                                                      US$18 billion. On the other hand, the total size
                                                                                      of online retail excluding online legal betting and
                                                                                      holiday spending, reached c. US$4 billion in 2013
                                                                                      and corresponded to c. 1.3% of the total retail
                                                                                      sales.
4
Industry trends:
Shopping mall investments in Turkey

 One of the key drivers in the retail sector is                                      Istanbul is the center of the Turkish retail market
 the number of shopping malls, which has                                             as it is the location for the majority (60%) of
 more than quadrupled in the last decade and                                         shopping malls in Turkey, followed by Ankara and
 reached 333 by the end of 2013, spread over                                         İzmir which together represent another 16%.
 54 cities throughout the country. Owing to                                          Istanbul is expected to attract further shopping
 Turkish consumers’ increasing purchasing                                            mall investments in the coming years and continue
 power, improvements in organized retailing                                          to dominate, while other major investments are
 and sustained real estate investments by both                                       expected to occur in the emerging cities of the
 local and foreign investors, the total amount                                       Marmara, Black Sea and Mediterranean regions.
 of shopping mall investments leapt to US$45                                         Ankara and İzmir are likely to become saturated
 billion as of early 2014 (in 2009 the total was                                     considering the current investment pipeline.
 US$25 billion), of which one third was realized
 by foreign investors.
                                                                                     Number of Shopping Malls and Leasable Area
 In the same period, gross leasable area (GLA)
                                                                                     450                                                                                                                14
 has exceeded 9 million m2, having risen from                                                                                                                                                    409
 2 million m2 in 2003. GLA per 1,000 people                                          400                                                                                                   368           12
                                                                                                                                                                                    333               11.5
 reached 120 m2, but is still below the EU-28                                        350                                                                                                       10.8
                                                                                                                                                                      298     310
                                                                                                                                                                                                        10
 average. However, Turkey is expected to close                                       300                                                                        263                     9.3

                                                                                                                                                                                                              million sqm
 the gap as it has the second largest investment                                                                                                         236                      8.3                   8
                                                                                     250                                                                                   7.6
                                                                                                                                                   210
 pipeline in Europe after Russia, corresponding                                      200                                                                           6.5
                                                                                                                                             166             5.7                                        6
 to an additional c. 2.2 million m2 of expected                                                                                       133              4.9
                                                                                     150
 leasable area by the end of 2015.                                                                                93     106                     3.9                                                    4
                                                                                     100             81
                                                                                                                                 2.4       2.8
                                                                                                          2            2.2                                                                              2
                                                                                      50
                                                                                         0                                                                                                              0

                                                                                                                                     Number of Shopping Malls            Gross Leasable Area

                      Number of Shopping Malls per City
 Number of Shopping Malls per City

            1
                    101                          2               1
   3        5                                            3                       4                                                     1
                             8               1                                                                     4
                     1               4                                                               2
                                                 2
       2            10           1
                                                     34          1                                                                    1
                7                        4
                         2                                                               1
                2                        3
                     2                                               1       4                                2                             1
       18                                                        2                               2
                                                     6
            7                                                                        1                                       5        1
                     5
                             1
                6                                                        4       1                                               1
                                                             1                               5                2
                                         13
                                                                 6
                                                                                 2

 Source: Turkey Real Estate Reference Book 2013, Shopping Mall Investors’ Association

                                                                                                                                                                                                        5
M&A snapshot

                      Global M&A Activity                                                                                        M&A Activity in the Turkish Retail Sector

                              4,000     3,799                                                                             4.5%   The Turkish retail sector has been a focus for
                                                                                                       4.1%                      both strategic players and private equity firms in
                              3,500                                                                                       4.0%
                                            3.6%                                                                    3.6% 3.5%    recent years and the eagerness of investors to
                                                   2,936
                              3,000
                                                                                      2,564    2,542                      3.0%
                                                                                                                                 exploit the opportunities in the market has been
                                                                           2,434           3.0%             2,393
                              2,500                                                                                              steadily increasing. In this respect, 2013 was a
               US$ billlion

                                                              2,073                                                       2.5%
                              2,000                                   2.0%                                                       highly active year for the sector as 31 transactions
                                                           2.0%                     2.0%                                  2.0%
                              1,500
                                                                                                                                 (including e-commerce deals) took place with an
                                                                                                                          1.5%   estimated deal value of US$1.2 billion, the highest
                              1,000                                                                                       1.0%   deal volume for the sector in the post-crisis period.
                               500                                                                                        0.5%
                                            138         59          41         49            77     104          86
                                 -                                                                                        0.0%   Mainly backed by private equity and venture
                                         2007         2008        2009       2010      2011       2012        2013
                                                                                                                                 capital firms, internet retailing continued to
                                          Total Deal Value               Retail Deal Value         Retail / Total
                                                                                                                                 increase its popularity among investors with 13
                                                                                                                                 transactions out of 31 in 2013.
                              Source: Thomson Reuters
                                                                                                                                 In the first five months of 2014, 12 deals were
                                                                                                                                 materialized, a much higher number than in the
                                                                                                                                 same period of 2013.
                         M&A Activity in Turkey

               25                                                                                                25.0%
                                                                                       22.0

               20               19.3              20.4%                                                          20.0%
                                                                  17.3                            17.5
                                           16.2
                                                                             15.0
US$ billlion

               15                                                                                                15.0%

               10                                                                                                10.0%

                                                       5.2                          6.3%                  6.8%
                     5                          3.3                                                              5.0%
                                                             1.9%                              3.2%
                                                                                                    1.2
                                      0.3 1.6%             0.1    0.2 1.2% 0.9                0.7
                     -                                                                                           0.0%
                                 2007      2008        2009        2010       2011         2012   2013

                         Total Deal Value              Retail & E-Commerce Deal Value                    Retail / Total

                        Source: Deloitte Annual Turkish M&A Review

                     6
Highlighted Transactions
                                                     local footwear companies for an estimated
April, 2014 – Naspers, a South Africa based          consideration of US$225 million. Ziylan operates
multimedia company acquired the remaining            nearly 300 stores in Turkey through its brands FLO,
30% share of Markafoni, a leading e-commerce         Polaris, Kinetix and Lumberjack.
platform focused on flash sales. Naspers
initially bought 70% of Markafoni in 2011 for a      June, 2013 – Altınyıldız Mensucat, a leading
consideration of US$200 million.                     Turkish textile and fashion retailer, bought back the
                                                     shares of its affiliates Beymen (50%) and Boyner
March, 2014 – Levant Capital, Dubai based            (30%), which it had sold to Citigroup’s asset
private equity firm, acquired a majority stake in    management platform CVCI in 2007, for US$334
Panço Giyim, a prominent kids retailing brand that   million.
operates with more than 80 stores nationwide.
                                                     June, December 2013 – Bimeks, a prominent
December, 2013 – Esas Holding, a Turkish             electronics retailer in Turkey acquired 100% of
conglomerate focusing on private equity, asset       Electroworld, an electronics retailer operating
management and real estate investments both          32 stores in Turkey and the Turkish operations
in Turkey and abroad acquired Ayakkabı Dünyası,      of Darty, a UK based electronics retailing firm
a leading player in Turkish footwear retail sector   operating stores worldwide.
operating in 15 cities through 39 stores.
                                                     April 2013 – Sabancı Holding, one of the leading
November, 2013 – A consortium led by the             Turkish conglomerates, purchased a 12% stake
leading discount retailer BIM Birleşik Mağazalar     of Carrefour in CarrefourSA for a consideration of
and two of the most active local private equity      US$79 million. Following the transaction, Sabancı
firms Gözde Girişim Sermayesi and Turkven            Holding became the 51% majority shareholder in
acquired 50% of Ziylan, one of the largest           CarrefourSA.

                                                                                                             7
Transactions in the Turkish retail and
 e-commerce sectors

                                                                                                                                                       Stake Acquired
      #     Acquirer                                           Origin         Target                                           Area of Business
                                                                                                                                                             (%)
Jan-May 2014
      1     CarrefourSA                                        Turkey         Genpa Marketler (15 stores in Antalya)           Food Retailing               100%
      2     Inventures                                         Turkey         Tazemasa.com                                     E Commerce                   N/D
      3     Kaplan Giyim                                       Turkey         Herry Hazır Giyim                                Apparel Retailing            38%
      4     Kazançlı İstanbul Marketleri (KIM)                 Turkey         Denmar Marketleri                                Food Retailing               100%
      5     Levant Capital                                     UAE            Panço Giyim                                      Apparel Retailing            N/D
      6     Naspers                                            South Africa   Markafoni                                        E Commerce                   29%
      7     Private Investors                                  Turkey         UCZ Magazacilik                                  Food Retailing               60%
      8     Private Investors (Aydin Family)                   Turkey         A101                                             Food Retailing               18%

            Private Investors (Hasan Aslanoba, Alp Saul, Can
      9                                                        Turkey         Vivense.com                                      E Commerce                   N/D
            Yücaoğlu, Evren Üçok, Gamze Yücaoğlu)

            Private Investors (Muharrem Ender Karvar, Numan
      10                                                    Turkey            Nezih Kitap                                      Specialty Retailing          100%
            Lir)
      11    Pupa Bilişim                                       Turkey         Elmacı Pazarı                                    Electronics Retailing        100%
      12    Verimed A.Ş.                                       Turkey         Uyum Gıda                                        Food Retailing               23%
     2013
      1     Altınyıldız Mensucat                               Turkey         Beymen Mağazacılık                               Department Store             50%

      2     Altınyıldız Mensucat                               Turkey         Boyner Büyük Mağazacılık A.Ş.                    Department Store             30%
      3     Aslanoba Capital                                   Turkey         Modanisa                                         E Commerce                   N/D
      4     Aslanoba Capital                                   Turkey         Buldumbuldum.com                                 E Commerce                   20%
      5     Aslanoba Capital                                   Turkey         OnlineMarket.com.tr                              E Commerce                   N/D
      6     Aslanoba Capital                                   Turkey         Ehil.com                                         E Commerce                   94%
      7     Aslanoba Capital                                   Turkey         Hazinem.com                                      E Commerce                   N/D
      8     Aslanoba Capital                                   Turkey         Fit&Color                                        E Commerce                   25%
      9     Aslanoba Capital                                   Turkey         Lilakutu.com                                     E Commerce                   N/D
            Aslanoba Capital and Private Investors (Fabrice
      10                                                       Turkey         Vivense.com                                      E Commerce                   N/D
            Grinda and Jose Marin)
      11    Bancroft Private Equity                            UK             Tatilsepeti.com                                  E Commerce                   N/D
      12    BIM Birleşik Mağazalar; Gözde Girişim; Turkven     Turkey         Ziylan Group                                     Shoe Retailing               50%
      13    Bimeks                                             Turkey         Electro World                                    Electronics Retailing        40%
      14    Bimeks Bilgi İşlem ve Dış Ticaret A.Ş.             Turkey         Kesa Turkey Limited (Darty)                      Electronics Retailing        100%
      15    Boyner Büyük Mağazacılık                           Turkey         YKM; YKM Pazarlama                               Department Store             37%
      16    C&J Clark International Limited                    UK             Efa Ticaret ve Pazarlama Ltd. Şti.               Shoe Retailing               100%
      17    Demsa Group                                        Turkey         Emoda Hazir Giyim (Beyazkutu.com)                E Commerce                   100%
      18    Dixons Retail                                      UK             Electro World                                    Electronics Retailing        40%
                                                                              Elektronik Bilgi İletişim Hizmetleri Reklamcılık ve
      19    Doğan Müzik Kitap Mağazacılık Pazarlama A.Ş.       Turkey                                                             E Commerce                100%
                                                                              Ticaret A.Ş.
      20    EBRD, 212 Capital Partners                         UK             Evim.net                                         E Commerce                   38%
      21    Esas Holding                                       Turkey         Ayakkabı Dünyası                                 Shoe Retailing               N/D
      22    Hubert Burda Media                                 Germany        Lidyana.com                                      E Commerce                   22%
      23    İsmar Marketler                                    Turkey         Eko Hipermarketçilik (Reyon Market)              Food Retailing               100%
      24    Kim Marketler                                      Turkey         Efeler Market; Memar Market                      Food Retailing               100%
      25    Landmark Group                                     UAE            Park Bravo                                       Apparel Retailing            90%
      26    Magrabi Optical Company Ltd.                       Saudi Arabia   Şişli Optik                                      Eyewear Retailing            100%
      27    Metro Ticari                                       Turkey         Herry Hazır Giyim                                Apparel Retailing            32%
      28    Sabancı Holding                                    Turkey         CarrefourSA                                      Food Retailing               12%
      29    Şok Ucuzluk Marketleri                             Turkey         Onur Ekspres Mağazacılık                         Food Retailing               100%
      30    Templeton Asset Management                         USA            Şok Marketler                                    Food Retailing               10%

      31    Yıldız Holding A.Ş.                                Turkey         Diasa Dia Sabancı Süpermarketleri Ticaret A.Ş.   Food Retailing               100%

 Source: Deloitte Annual Turkish M&A Review, Deloitte Research

 8
This publication contains general information only, and none of Deloitte Touche Tohmatsu Limited,
its member firms, or their related entities (collectively, the “Deloitte Network”) is, by means of this
publication, rendering professional advice or services. Before making any decision or taking any action
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Network can not be held responsible for the accuracy and reliability of the information provided in this
publication.
                                                                                                           9
For more information about
this publication contact:

Başak Vardar
Integrated M&A Services Leader
Partner
bvardar@deloitte.com
+ 90 (212) 366 63 71

Özgür Yalta
Consumer Business Industry Leader
Partner
oyalta@deloitte.com
+ 90 (212) 366 60 77

DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş.

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