SMART STEEL Investor Presentation - July 2018

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SMART STEEL Investor Presentation - July 2018
SMART STEEL

    Investor Presentation
    July 2018

1
SMART STEEL Investor Presentation - July 2018
Agenda

     Company set-up and business model

     Market trends

     Financials

     Company outlook

     Takeover V.Orlandi S.p.A.

     Takeover York Transport Equipment (Asia) Pte. Ltd.

     Appendix
2
SMART STEEL Investor Presentation - July 2018
 Company set-up and business model

3
SMART STEEL Investor Presentation - July 2018
SAF-HOLLAND: Europe’s largest listed commercial vehicle supplier

    Facts & figures                                         Key components and systems
     • One of the leading global producers of key
                                                                                          Kingpins
       chassis systems and components for mostly the
       trailer but also the truck, bus and vocational                      Fifth wheels                         Trailer OEM
                                                                                                               ~62 % of sales
       vehicle industry
     • 41 subsidiaries featuring 22 manufacturing sites
       on six continents
     • Approx. 4,400 employees
     • Network of approx. 10,000 aftermarket spare
       parts and service stations around the world

                                                           Truck OEM
                                                          ~13 % of sales
    Key financials FY 2017
                                                                     Suspensions
     •   Sales: € 1,138.9 mn                                          for specialty
     •   Adjusted EBIT: € 91.2 mn                                        trucks     Landing gear
     •   Adjusted EBIT margin: 8.0%                                                                  Axle and suspension systems
     •   EPS (undiluted): € 0.95
     •   Free cash flow: € 29.7 mn (py: € 67.7 mn)
                                                           Aftermarket
     •   Equity ratio: 30.2%                                                          Spare parts
                                                          ~25 % of sales

4
SMART STEEL Investor Presentation - July 2018
SAF-HOLLAND: Product portfolio

      Trailer axles and                    Truck and bus            Fifth wheels, kingpins and landing gear
      suspension systems                   suspensions

      SAF-HOLLAND offers a comprehensive product portfolio for one-stop shopping also covering the
      aftermarket.
5
SMART STEEL Investor Presentation - July 2018
Key OEM customers: Trailer, truck and bus manufacturers

       Almost every major truck, trailer and bus OEM is a SAF-HOLLAND customer.

6
SMART STEEL Investor Presentation - July 2018
End customers: The fleets

       SAF-HOLLAND focuses on fleet operators (infrastructure, logistics, specialty, heavy duty, port, etc.).

7
SMART STEEL Investor Presentation - July 2018
Unique business model in a 4% CAGR growth industry featuring a
    strong competitive position

    1. Balanced structural and regional set-up with varying regional market trends and
       replacement cycles in trailers versus trucks or buses

    2. Strong position in oligopolistic markets driven by product innovation and
       applicational engineering excellence

    3. Unique selling model featuring direct access to broad end customer base

    4. High share of high-margin Aftermarket business counterbalancing cycles in the
       truck and trailer OEM industry

    5. Well positioned in a 4% CAGR industry (mega trend) supplemented by structural
       technological growth drivers

    6. Solid financial profile and cash generation as a basis for financing further growth
       and dividend payouts

8
SMART STEEL Investor Presentation - July 2018
1     A multinational company expanding globally
    Sales regions: 90% of sales in Europe and North America
    22 production sites
                                                                         Turkey
                            Italy             Germany                    Duzce-Istanbul
     Canada                                   Bessenbach / Keilberg
                            Flero (Brescia)
     Woodstock                                Bessenbach / Frauengrund
                            Nave
                                              Singen                                              United Arab Emirates
                                                                                                  Dubai

                                                                                                                China
                                                                                                                Bautou
                                                                                                                Xiamen
                                                                                                                Qingdao

     USA
     Cincinnati                                                                                                 Singapore
     Dumas
     Warrenton South
     Warrenton North
     Wylie
                                                                                                                 Australia
                                                                                                                 Melton

                                                                                          India
                       Brazil                                                             Pune
                       Alvorada
                                                       South Africa
                                                       Johannesburg                       Sriperambadur Taluk

9
SMART STEEL Investor Presentation - July 2018
2       Strong position in oligopolistic European and North American markets

           Trailer axles and                Truck and bus         Fifth wheels, kingpins        Aftermarket service
          suspension systems                 suspensions              and landing gear                points

           Among Top 2                     Among Top 2                Among Top 2                        No. 1

            Among market leaders in every product area supplemented by the largest aftermarket network
            worldwide.
10 Source: L.E.K. Consulting, April 2015
3   Unique selling model based upon direct access to broad
         end customer base
                             Customer feedback with regard to technical
                                    and market requirements

Brand stands for                 Push                     Pull
superior product
performance and                             OEM                     End customer
aftermarket
excellence
                                Sales                    Sales

                                Sales focusing on fleet managers
                         > 80% of purchasing decisions taken by the fleets

11
4    The most comprehensive aftermarket spare parts and service network
           worldwide

     Approx. 10,000 spare parts dealers and service stations   •   # 1 Network in Europe and North America: Key asset for
     in more than 80 countries guarantee spare parts               fleet customers and huge barriers to market entry
     availability
                                                               •   Narrows down volatility from OEM industry cycles and
                                                                   generates growth based on increasing product
                                                                   population in the field (“razor and blade” business
                                                                   model)
                                                               •   Growth potential from expanding PDC network as well
                                                                   as GoldLine/Sauer Quality Parts secondary brands

                                                               In 15 years axle population in EMEA/I has more than tripled

                                                               4,000,000

                                                               3,000,000

                                                               2,000,000

      North America           Europe             RoW           1,000,000
          60%                  36%               4%

                                                                      0
                                                                           2003   2005   2007   2009   2011   2013   2015

12
5a     Structural growth drivers in North American markets

            From basic axle to fully dressed              Trend towards disc brake technology

         Instead of “naked” beams, customers
                                                         15 years of experience in disc brake
                                                          technology integration in Europe
          increasingly order fully-dressed axle and
          suspension systems                             Safe, efficient and durable technology
         Content per trailer grows significanly         Higher value sold-in & AM potential
13
5b   China legislation has opened new doors

          GB 1589 “overload ban“ legislation                      New car carrier law

     强制性国家标准《汽车、挂车及汽车列车外廓尺寸、
     轴荷及质量限值》(GB 1589-2016) 正式发布实施

    As of January 2017 no vehicles heavier than
                                                      From overload to at least 20% under capacity
     49 tons allowed                                  Regulates overall truck-trailer dimensions in
                                                       China and eliminates car transporters with
    Light weight products become a noticeable         double rows until June 2018
     selling proposition
    Expanding premium segment
                                                      Maximum length limit for truck and trailer
                                                       combinations in phase 2

14
5b   China legislation has opened new doors: Going premium

                   GB 7258 legislation                        Hazardous goods transporters

         Disc brake technology mandatory for all        Many OEMs start building vehicles complying
          wheels of trailers and trucks                   with new standards before formal implement-
          as of January 1, 2019                           tation date
         Air suspension mandatory for trailers and      10 to 15% of trailer market affected
          truck rear axles
          as of January 1, 2020                          Opportunities also in truck and bus air
                                                          suspensions
         Legislation extends to sidewall and fence
          trailers
15
6    Strong FCF generation allows for solid dividend payments

     Free cash flow after tax, pre-dividend and pre-M&A          Dividend payments
     in € mn                                                     in € per share

     80                                                         0.60

     70                                  67.7

                                                                                                      0.44     0.45
     60
                                                                                            0.40
                                                                0.40
     50
                                                                                  0.32
     40                        35.0                                      0.27
               30.8                                29.7
     30
                                                                0.20
     20
                      11.3
     10

      0                                                         0.00

               2013   2014     2015      2016      2017                 2013      2014      2015     2016      2017

          Sustained strong cash returns (cash conversion of 81%) providing for 2.5 to 3.2% dividend yields in recent
          years; SAF-HOLLAND dividend policy in general is to distribute 40 to 50% of net income.

16
 Market trends

17
Market trends 2018

     Global trailer forecast in thousand                                                                                          Change                            Change            Change    Share in group
                                                                                    2014           2015          2016            in % yoy                 2017     in % yoy   2018   in % yoy   sales FY2017*
                                        ACT Trailer Shipm.1)                         296           334           313               -6.4                  316        +1.0      352    +11.1
      North America                                                                                                                                                                              approx. 20 %
                                        FTR Trailer Build2)                          292           331           309               -6.6                  314        +2.0      340     +8.4
                                                                                                                                  Change                            Change            Change    Share in group
                                                                                    2014           2015          2016            in % yoy                2017      in % yoy   2018   in % yoy   sales FY2017**
      Western &                                                                                                                                                               319     +1.3
                                        Trailer Production4)                         261           279           304               +8.7                  315        +3.8                         approx. 40 %
      Eastern Europe

     Global truck forecast in thousand                                                                                            Change                            Change            Change    Share in group
                                                                                    2014           2015          2016            in % yoy                 2017     in % yoy   2018   in % yoy   sales FY2017*

      North America                     ACT Truck Build1)                            297           323           228              -29.4                  256       +12.0      324    +27.0
                                                                                                                                                                                                 approx. 11 %
      Class 8                           FTR Truck Shipment2)                         295           320           227              -29.1                  250        +9.5      330    +31.9
                                                                                                                                  Change                            Change            Change    Share in group
                                                                                    2014           2015          2016            in % yoy                 2017     in % yoy   2018   in % yoy   sales FY2017**
      Western, Central
                                        LMC3)                                          403           427           445             +4.3                  470        +5.5      490     +4.3       approx. 4 %
      & East. Europe

                End of 2016 NA class-8 truck production was projected to decrease by around 8% and trailer to fall by 14%;
                Instead both segments picked up in 2017. For 2018 NA class-8 truck and trailer production are projected up,
                European trailer market is expected to consolidate at a high level.

18   Sources:   1) ACT N.A. Commercial Vehicle Outlook, June 2018, published monthly by Americas Commercial Transportation Research Co., LLC, Columbus, Indiana.
                2) North American Commercial Truck & Trailer Outlook, June 2018, published monthly by FTR Associates, Nashville, Indiana.
                3) LMC/Global Commercial Vehicle Forecast Q3 2017
                4) CLEAR May 2018, Western Europe and Eastern Europe
                * Figure relates to OEM business of the Americas region; not only North America
                ** Figure relates to OEM business of the EMEA/I region; not only Western & Eastern Europe
A long-term growth industry driven by mega trends: Continued increase
of global trailer axle production until 2025
 Global trailer axle production
 in thsd.
 5,000
                                                                                                                                    4,549
                                                                                                                       4,349                40
                                                                                                          4,153                40
 4,000                                                                       3,782           3,964                39
                                                             3,610                                   38
                                             3,449                                   37
                             3,302                                   36                                                             2,063
              3,167                                  35
                                     34                                                                                1,946
                                                                                                          1,833
 3,000                33                                                                     1,725
                                                                             1,623
                                                             1,528
                             1,361           1,440
              1,292

 2,000                                                                                                                              1,083
                                                                                                          1,028        1,056
                                                                              974            1,001
                                              922             948
               875            898
                                                                                                          254          272          291
 1,000                                                        206             221            237
               169            180             193

                                              859             892             927            963          999          1,035        1,072
               798            827
     0
             2017e           2018f           2019f           2020f           2021f           2022f        2023f        2024f        2025f
                                          North America        Latin America        Europe     APAC       MEA

 Source: Persistence Market Research, Global Trailer Axle Market, December 2017
19
 Financials

20
Group sales, adj. EBIT and adj. EBIT margin (2010 to 2017)

 Sales in € mn                                                          Adj. EBIT in € mn and adj. EBIT margin in %

 1250                                                                   120
                                                              1,138.9                                                                   14%
                                                1,060.71,042.0
                                        959.7                           100                                        94.0          91.2
 1000                                                                                                                     90.4          12%
                   831.3 859.6 857.0
                                                                         80                                        8.9 % 8.7 %          10%
                                                                                                           70.7
     750                                                                                                                         8.0%
           631.0                                                                      58.0   58.2   59.3                                8%
                                                                         60
                                                                                                           7.4 %
     500                                                                              7.0 % 6.8 % 6.9 %                                 6%
                                                                         40   37.1
                                                                              5.9 %                                                     4%
     250
                                                                         20
                                                                                                                                        2%

       0                                                                  0                                                             0%
           2010    2011   2012   2013   2014     2015   2016   2017           2010    2011   2012   2013   2014    2015   2016 2017

           Solid sales and adj. EBIT increase in the past 7 years; CAGR sales +9% and adj. EBIT +14%;
           adj. EBIT margin improvement from 5.9% in 2010 to 8.0% in 2017.

21
Group sales and adjusted EBIT by quarter

Sales in € mn                                                                        Adj. EBIT in € mn
400                                                                                  35
                                                                                                                                                                  14%
350                                                                                  30
                                                                                                 26.3                            26.7                             12%
                                                   300.3                     294.9
300                                        287.3                                                                          25.1
                 273.7                                      277.1    274.2           25
         259.9            255.8                                                           22.7
                                   252.6                                                                  21.6                                                    10%
250                                                                                                                                       20.9            20.3
                                                                                                                   19.8
                                                                                     20          9.6%                                              18.5
                                                                                          8.7%                                   8.9%                             8%
200                                                                                                      8.4%             8.7%
                                                                                                                   7.8%
                                                                                                                                          7.5%
                                                                                     15                                                            6.7%    6.9%
                                                                                                                                                                  6%
150

                                                                                     10                                                                           4%
100

 50                                                                                   5                                                                           2%

     0                                                                                0                                                                           0%
          Q1      Q2          Q3    Q4     Q1       Q2          Q3    Q4      Q1           Q1     Q2          Q3   Q4     Q1      Q2          Q3   Q4     Q1
                       2016                              2017                2018                      2016                            2017               2018

            Q1 2018 top line grew 2.6 % yoy to € 294.9 mn featuring strong organic growth of 8.8% to € 312.6 mn.
            Adj. EBIT margin of 6.9 % sequentially higher due to lowered add-on operating expenses in the US.

22
US plant consolidation from 7 to 5 sites completed – realignment of new
     production network and MAP to reduce operating expense level
                                                                                                                                                                                                   Maine
                              Washington

                                                                                 North                                                                                                Vermont
                                                          Montana                Dakota
                                                                                                                                                                                            New
                                                                                                                                                                                          Hampshire
                                                                                                                                                                                  New
                       Oregon                                                                    Minnesota       Wisconsin                                                        York      Massachusetts
                                                                                                                                        Michigan
                                                                                 South                                                                                                   ConnecticutRhode
                                                                                 Dakota
                                           Idaho
                                                                                                             Muskegon                                                                               Island

                                                              Wyoming
                                                                                                                                          Holland                      Pennsylvania        New
                                                                                                                                                                                          Jersey
                                                                                                        Iowa
                                                                                 Nebraska
                                                                                                                        Illinois                     Cincinnati Maryland                   Delaware

                                  Nevada                                                                                                             Ohio       West
                                                                                                                                        Indiana
                                                                                                         Missouri                                              Virginia
                                                   Utah                                                                                                                    Virginia

                 California
                                                                    Colorado   Warrenton North                                                Kentucky
                                                                               Warrenton
                                                                                   Kansas
                                                                                          South                                                                            North
                                                                                                                                                                          Carolina
                                                                                                                                         Tennessee
                                                                                                             Arkansas                                                  South
                                                                                            Oklahoma                                                                  Carolina
                                                                 New
                                            Arizona             Mexico
                                                                                                                                                            Georgia
                                                                                                                                          Alabama

                                                                                    Wylie              Dumas              Mississippi

                                                                                      Texas
                                                                                                                  Louisiana
                                                                                                                                                                        Florida

       SAF-HOLLAND production locations

       Transition of production to plant

         Sequential improvement of the additional operating expenses required in the context of aligning the new production network and
         start-up of production at the enlarged plants for expedited freight cost, customer debits and production inefficiencies from € 6.3 mn
         (Q4 2017) to € 3.9 mn (Q1 2018); Industry supply chain issues and soaring steel prices (+ € 2.0 mn in Q1 2018) also impacted.

23
Share of group sales by channel and region in 2017

                                                                       8.6%
                                                                     (py: 6.8%)
          24.4%
                                                                                                       53.7%
       (py: 25.9%)
                                                                                                    (py: 54.6%)

                                                              37.7%
                                                           (py: 38.6%)

                                            75.6%
                                         (py: 74.1%)

            OEM business    Aftermarket business                    EMEA/I        Americas   APAC/China

          Share of OEM business increases due to well-above trend line sales growth; Well-balanced geographic
          exposure in the EMEA/I and Americas regions with clear growth strategy until 2020 in APAC/China and
          EMEA. In 2017 highest growth rate percentage-wise in APAC/China.
24
Key financial figures: Net income and EPS undiluted (2010 to 2017)

     Net income in € mn                                                                                 EPS in €

     60                                                                                                 1.40
                                                                     51.7
                                                                                                        1.20                                                      1.14
     50                                                                          43.5                                                                                    0.98
                                                                                            41.0                                                                                0.95
                                                                                                        1.00
     40
                                                          32.7                                          0.80                  0.73                         0.72
                                  28.4*                                                                                                 0.68*
     30                26.6
                                              24.4                                                      0.60                                        0.54
     20                                                                                                 0.40

     10                                                                                                 0.20
                                                                                                                                         0.18
                                    7.4                                                                 0.00
                                                                                                           0
      0                                                                                                            2010       2011       2012       2013   2014   2015   2016   2017
            2010       2011        2012       2013       2014       2015       2016        2017        -0.20
     -10
                                                                                                       -0.40
             -8.3                                                                                                  -0.40
     -20                                                                                               -0.60
                                                                                                       -0.60

           Solid net income development from 2010 to 2017; EPS influenced by higher number of shares.

25    * adjusted for one-time effects from the early redemption of bank loans of € 9.3 mn and swaps of € 3.1 mn as well as unrealized foreign exchange
      losses on foreign currency loans in an amount of € 1.2 mn.
Inventories and net working capital (NWC)

     Inventories in € mn and days of inventories                                            Summary
     180                                                                               75    Inventories due to strong organic sales growth and
                                                           151.8
     160                           145.7 138.9 139.3
                                                     133.7
                                                                                              seasonal patterns increased to € 151.8 mn until the
           127.2 123.7 124.6 131.0                                                     65
     140                                                                                      end of Q1 2018 (Dec. 31, 2017: € 133.7 mn)
     120
     100                             58     57
                                                                                       55    Compared to March 31, 2017 (€ 145.7 mn), inventories
            55                                                                   56
      80           51
                           54
                                                   51
                                                            54         53                     recorded only a relatively small increase
                                                                                       45
      60                                                                                     As a result, days of inventory outstanding came in one
      40                                                                               35     day less at 56 days (March 31, 2017: 57 days)
      20
       0                                                                               25
            Q1     Q2      Q3    Q4         Q1     Q2       Q3         Q4      Q1
                    2016                                2017                  2018

     Net working capital in € mn and as % of sales
     180                                                                              20%   Summary
                                                                        158.3
     160                    144.8         142.8    142.7                                     NWC amounted to € 158.3 mn in absolute terms
     140   125.2                                               120.6                  15%    Strong sales increase and seasonal effects contribu-
     120           110.3
                                                                                              ted to the pick-up in net working capital driven by
     100                    12.6%                 12.9%                 13.4%
           12.2%
                   10.3%
                                          11.9%
                                                            11.00%
                                                                                      10%     trade receivables, which increased by € 42.0 mn to
      80
      60
                                                                                              € 177.7 mn when compared to Dec. 31, 2017
      40                                                                              5%     Besides regional mix had an elevating effect with
      20                                                                                      regard to receivables
       0                                                                              0%
            Q3      Q4          Q1         Q2          Q3       Q4          Q1
                                                                                             Thus, as of March 31, 2018, NWC ratio amounted to
                                                                                              13.4%, slightly higher than Q1 2017 (12.6%)
                                                2017                        2018
26
Free cash flow by quarter profile

     in € mn
      40

                                                29.3
      30                                                                                       26.8

                                      19.4
      20

                                                                                     10.9
      10       13.0                                                     7.5

                         6.1
       0

     -10       Q1        Q2           Q3         Q4         Q1          Q2           Q3        Q4          Q1

                                                           -15.6                                          -29.5
     -20
                               2016                                           2017                        2018

     -30

           Seasonally Q1 free cash flow (net cash flow from operating activities less investments in property, plant and
           equipment and intangible assets) is weaker and came in at € -29.5 mn in 2018 (py: € -15.6 mn) caused by
           growth-related increase in NWC, stepped up capex, lower result before tax and higher income taxes paid.
27
Net debt at € 142.6 mn - Equity ratio still reflecting strong cash position

                                   Net debt                                             Equity ratio

     in € mn
                       Σ 105.5*                    Σ 142.6*
      500
      400
      300                                                                   30.2%
                                                                                                          29.4%
      200              442.6                        444.7

      100
         0
      -100
                       -337.1                       -302.2
      -200
      -300
      -400
                    Dec 31, 2017                 Mar 31, 2018            Dec 31, 2017                  Mar 31, 2018
                                   Cash   Debt

             * Net debt including cash and cash equivalents and other short-term investments sequentially increased to
             € 142.6 mn (Dec. 31,2017: € 105.5 mn); Cash and cash equivalents and other short-term investments
             amounted to € 302.2 mn (Dec. 31, 2017: € 337.1 mn). The equity ratio as of March 31, 2018 was 29.4%.
28
 Company outlook

29
Outlook: Financial targets 2018 and mid-term planning 2020

                                                                                   FY 2018*                                                  Strategy 2020

                                                                   Organic increase of 5 to 7%                                          Organic: € 1,250 mn
                                                                  assuming stable FX rates and
                                                                unchanged scope of consolidation
                           Sales
                                                                 + contribution from V.Orlandi and                            + M&A: Coops, JVs, acquisitions
                                                                    York takeovers (~ € 60 mn)
                                                                                                                                          Total: € 1,500 mn
                                                                         + potential further M&A

                  Adj. EBIT margin                                                 7 to 8.0%                                                       ≥ 8%

            Net working capital ratio                                                   12%                                                          12%

                                                                           € 38 to 40 mn
                                                                                                                                     € 26 mn to € 28 mn p.a.
                         CAPEX                                    incl. high single-digit Euro mn
                                                                amount related to new China plant

30 * Projections assume that there is no significant deterioration of the political, economic or industry-specific environment; organic projections do not
   include potential sales and earnings contributions from acquisitions or JVs
SMART STEEL provides for add-on business
     opportunities in a digitized transport world

              1                     2                   3                      4                      5

                              Upgrade to              Digitize                               New business
                                                                         Integrate &
         Mechanics             Electro-            Information &                            models & Digital
                                                                           Connect
                              mechanics                 Data                                   solutions

                                                                                              Predictive Maintenance
                              RECOLUBE                                 SAFH Connect App     Big Data Analytics

       SAF-HOLLAND combines mechanics with sensors and electronics.
       The Company‘s integration and data interpretation know-how enables smart/autonomous drive systems.

31
Green SAF-HOLLAND – We acknowledge sustainability!

                                                          Our own sustainable business model in transport and
     SAF-HOLLAND acting as a sustainability enabler
                                                                                logistics

     SAF-HOLLAND’s innovative sustainable
                                                         Think Ahead program: Environmentally pro-
                                                          active strategies and community support
      solutions enable customers to reach their
      sustainability targets
                                                         Appropriate handling of resources

     SAF-HOLLAND engineering is a trendsetter in        Group-wide CSR reporting process
      light-weight products                               established, complying with GRI Standards

                                                         First stand-alone Sustainability Report published
     Legislation and tightened safety, weight and
                                                          in April 2018
      emissions resductions standards are driving
                                                         Winner of the 2017 European Transport Award for
                                                          Sustainability, category “ Best Overall Entre-
        China: “Overload ban”                             preneurial Concept"
        Hazardous good transporters: Disc brake and
        air suspension required by new legislation

32
 Takeover V.Orlandi S.p.A.

33
Takeover of V.Orlandi S.p.A.: The specialty fifth-wheel and coupling
     specialist

                                                              Headquarter in Flero (Brescia), Italy

                                                              Supplier of couplings for trucks and
                                                               specialty fifth-wheels

                                                              Specialty business with couplings and
                                                               drawbar eyes for trailers and specialized
                                                               commercial vehicles systems

                                                              Serves the industrial, agricultural, forestry
                                                               and mining segments

                                                              Two production sites in Northern Italy,
                                                               currently employing around 60 people

                                                              Well-established international sales
                                                               network for OEM and Aftermarket

        SAF-HOLLAND is strengthening its position as the number 2 in fifth-wheels and couplings in the European
        market by taking over the number 3 player.
34
V.Orlandi S.p.A.: Fully complementary product range

     AGRICULTURAL                                                                                    AUTOMOTIVE

     DUAL INDUSTRY USE                                                                                     MINING

         SAF-HOLLAND is complementing and strengthening its position in coupling systems and specialty fifth
         wheels for trucks, trailers, semi-trailers and agricultural vehicles. Significant cross-selling potential of
         Orlandi products to be realized within the worldwide set-up of the SAF-HOLLAND Group network.
35
V. Orlandi S.p.A.: Sales turnover by region and business unit in 2017

                                                                                    19%
                    28%

                                         41%

                                                                                            81%
                          31%

                  Overseas      Europe   Italy                                 Automotive   Agricultural

         Almost two thirds from overseas sales originate from the APAC region besides Russia, South America, the
         Middle East and Africa.

36
Impressions: A very specialized product range

37
Terms and key financials

      SAF-HOLLAND acquires 70% stake in V.Orlandi S.p.A.

      Call option for SAF-HOLLAND for the remainder

      Expected full year sales: approx. € 22 million

      Expected annual growth rate: 3 to 5%

      Margin accretive: Adj. EBIT margin in the mid teens

      Pro rata tempore inclusion in the SAF-HOLLAND Group scope of consolidation

      Closing of transaction expected no later than in Q2 2018

         After the takeover, V.Orlandi S.p.A. will continue to operate under its strong, well-established brand. As part
         of the SAF-HOLLAND Group, V.Orlandi S.p.A. will benefit from additional growth prospects and attractive
         cross-selling opportunities worldwide.
38
 Takeover York Transport Equipment
       (Asia) Pte. Ltd.

39
York Transport Equipment: Company Overview and Highlights

                                                           York is engaged in manufacturing and
                                                            distribution of trailer axles, trailer
                                                            suspensions and trailer components

                                                           York employs 220 staff and 90 contract
                                                            workers
                                                           Manufacturing facilities in India and China;
                                                            assembly lines in Singapore and Australia

                                                           Market leader in Asia, Africa and Australia

                                                           Strong service and spare parts network in
                                                            India

                                                           Research and development centers in
                                                            India, Australia and Singapore

        SAF-HOLLAND will become one of the market leaders in trailer axle and suspension systems in India, one of
        the fastest growing transportation markets in the world with an excellent set-up in the APAC/China region.
40
York Transport Equipment: Core products and market shares

          Axles               Mechanical                Air                   Fifth                Landing
                             suspensions            suspensions              wheels                 gears

        Acquisition of York rapidly expands SAF-HOLLAND’s position in the fast-growing Indian and APAC/China
        transportation markets.
41
York Transport Equipment: Geographic footprint

                                                                                         Next to India, York also has
                                                                                          significant operations in
                                                                                          other fast-growing
                                                                                          Southeast Asian markets,
                                                                                          such as Thailand, Indonesia
                                                                                          and Vietnam besides
                                                                                          Australia.
                              Turkey
                                                                                         York Group has a strong
                                                                             China        service and spare parts
                                                                                          network in India with more
                                                           Thailand                       than two hundred service
                                       Middle     India
                                       East               Singapore                       points.
                                                                                         This network will effectively
                                                                                          strengthen the aftermarket
       Manufacturing                                         Indonesia
                                                                                          business of the SAF-
                                                                                          HOLLAND Group in the
       Warehousing                                                                        region.

       Sales Representative
                                   South Africa
                                                                         Australia

        York has a wide regional sales and a strong service and spare parts network which perfectly fits into SAF-
        HOLLAND’s network. York will also strengthen the position of SAF-HOLLAND in the Middle East and Africa.
42
Estimated significant growth in APAC fits with Strategy 2020

          Global Trailer Market Attractiveness                       Strategy 2020

                                                    The world‘s growing population and increase
                                                     in purchasing power are the key drivers for the
                                                     expected increase in consumption.

                                                    Market growth is mainly seen in the emerging
                                                     economies, particularly in the Asia Pacific,
                                                     Middle Eastern and Africa markets.

                                                    The objective of the Strategy 2020 is to
                                                     expand SAF-HOLLAND‘s presence in the
                                                     emerging markets by entering new regional
                                                     markets outside of the core markets.

                                                    A further objective is the expansion of the
                                                     aftermarket business.

43
 Appendix

44
Strong financial profile supporting further growth & dividend payments

                                                  Strong financial profile*
         Revolving Credit lines            Convertible Bond            Promissory note (SSD)               Non-current loan
              € 155.5 mn                     € 100.2 mn                      € 200 mn                          € 50 mn

          due 10/2021 with option             due 09/2020              € 140 mn due in 11/2020 €              due 06/2026
          of renewal until 10/2022                                        17 mn due in 11/2022
                                                                         € 43 mn due in 11/2025

                                      Diversified financing structure
                                      Access to institutional and private investors with
                                       reduced dependency from banks
                                      High flexibility with increased financial headroom and
                                       optimized financing cost
                                      Financing of “Strategy 2020” targets secured

                                                        Dividend policy

     Dividend payment of € 0.45 per share (py: € 0.44) for FY
                                                                                     Consistent dividend policy:
     2017; € 20.4 mn (py: € 20.0 mn) distribution in total                In general distribution of 40 to 50% of net income
     representing a 49% (py: 46%) share of net income

45 * as of May, 2018
Disclaimer

     Not for general release, publication or distribution in the United States, Australia, Canada or Japan.
     By attending this presentation you agree to be bound by the following limitations:
     This presentation has been prepared by SAF-HOLLAND S.A. (“SAF-HOLLAND”) and comprises written materials concerning SAF-HOLLAND. It is furnished to you solely
     for your information and may not be reproduced or redistributed, in whole or in part, to any other person. It contains summary information only and does not purport to be
     comprehensive and is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation. No representation or warranty, express or implied,
     is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of any information, including projections, estimates, targets and
     opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither SAF-HOLLAND
     nor any of its directors, officers, employees or advisors nor any other person shall have any responsibility or liability whatsoever (for negligence or otherwise) arising,
     directly or indirectly, from the use of this presentation, or its contents or otherwise in connection with this presentation.
     This presentation contains certain statements related to our future business and financial performance and future events or developments involving SAF-HOLLAND and/or
     the industry in which SAF-HOLLAND operates that may constitute forward-looking statements. These statements may be identified by words such as “believes,” “expects,”
     “predicts,” “intends,” “projects,” “plans,” “estimates,” “aims,” “foresees,” “anticipates,” “targets,” and similar expressions. Forward-looking statements are not historical facts,
     but solely opinions, views and forecasts which are based on current expectations and certain assumptions of SAF-HOLLAND’s management or cited from third party
     sources which are uncertain and subject to risks. Actual events may differ significantly from the anticipated developments due to a number of factors, including without
     limitation, changes in general economic conditions, changes affecting the fair values of the assets held by SAF-HOLLAND and its subsidiaries, changes affecting interest
     rate levels, changes in competition levels, changes in laws and regulations, environmental damages, the potential impact of legal proceedings and actions and the Group’s
     ability to achieve operational synergies from past or future acquisitions. Should any of these risks or uncertainties materialize, or should underlying expectations not occur
     or assumptions prove to be incorrect, actual results, performance or achievements of SAF-HOLLAND may (negatively or positively) vary materially from those described,
     explicitly or implicitly, in the relevant forward-looking statement.
     The information contained in this presentation, including any forward-looking statements expressed herein, speaks only as of the date hereof and reflects current legislation
     and the business and financial affairs of the SAF-HOLLAND which are subject to change and audit. Neither the delivery of this presentation nor any further discussions of
     SAF-HOLLAND with any of the recipients thereof shall, under any circumstances, create any implication that there has been no change in the affairs of SAF-HOLLAND
     since such date. Consequently, SAF-HOLLAND neither accepts any responsibility for the future accuracy of the information contained in this presentation, including any
     forward-looking statements expressed herein, nor assumes any obligation, to update or revise this information to reflect subsequent events or developments which differ
     from those anticipated.
     This presentation is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any state, country or other
     jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such
     jurisdiction. This presentation is for information purposes only and does neither constitute an offer to sell securities, nor any recommendation of, or solicitation of an offer to
     buy, any securities of SAF-HOLLAND in the United States, Germany or any other jurisdiction. In the United States, any securities may not be offered or sold absent
     registration or an exemption from registration under the U.S. Securities Act of 1933.

46
Investor Relations

     SAF-HOLLAND GmbH
     Stephan Haas
     Hauptstraße 26
     63856 Bessenbach

     Phone +49 6095 301-617
     Telefax +49 6095 301-102
     Mobile +49 170 306 64 97

     Stephan.Haas@safholland.de
     www.safholland.com

47
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