STRATEGIC ACQUISITION OF LEADER-INVEST BY ETALON GROUP
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acquisition by Etalon of Leader-Invest JSC. By warranty, express or implied, as to, and accordingly materially from those anticipated. Nothing in this
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ETALON GROUP 1ETALON GROUP AT A GLANCE BEFORE ACQUISITION
Etalon Group is one of Russia's largest development and construction corporations. The
Company focuses on residential real estate for the middle class in the Moscow metropolitan
area and St Petersburg.
KEY FACTS
>30
YEARS
of experience in
construction &
development
58
CITIES
in Russia
covered by sales
network
6.3
commissioned since
inception 5 THS employees
MLN SQM
2
MARKETS
St Petersburg and Moscow
metropolitan area – two capital
cities with steadily growing
ETLN
LSE ticker
GDRs listed on the London
Stock Exchange since 2011
population and high concentration
of middle class customers
ETALON GROUP 2ETALON GROUP SEGMENTS
Low volume due
small to medium size projects
to limited demand ELITE located in central districts and
prestigious areas of suburbs
low-rise low-density housing
large and medium size
residential complexes BUSINESS CLASS high ceilings, floor-to-ceiling
windows
located in suburbs with
well-developed recreational
and transport infrastructure
metro station within walking COMFORT CLASS
distance
large and medium size
complexes located in
suburbs and outer
areas of the city
UPPER ECONOMY CLASS brick-monolithic
construction
Low margin due
LOWER-ECONOMY to low price
ETALON GROUP 3SALES PERFORMANCE SINCE IPO
NEW CONTRACT SALES DEMONSTRATE IMPRESSIVE GROWTH, WITH CAGR OF 22%
+30% +30% +27% +32% -12% +35% +6% +37%
68.7
50.2
47.4
40
35.1
30.2
23.7
18.3
14.1
2010 2011 2012 2013 2014 2015 2016 2017 2018
New contract sales, bln RUB
ETALON GROUP 4ACQUISITION SUMMARY
TRANSACTION Acquisition of 51% in Leader-Invest JSC (“Leader-Invest”), a Russian residential real estate
developer focused on the Moscow market, from Sistema PJSFC and affiliates by Etalon’s subsidiary
Etalon Group of Companies AO
RUB 15.2 bln consideration to be paid fully in cash by Etalon Group
Acquisition to be funded using 5-year credit facility from Sberbank with 10.1%(1) interest rate
LEADER-INVEST KEY 31 projects under construction or in design stage located in Moscow inside the Moscow Ring Road,
including 28 small to medium size projects and 3 large-scale multi-use development projects
FIGURES
1.3 million square meters of unsold NSA(2)
Focus on comfort, business and premium class segments
Low leverage with 0.1x net debt/EBITDA level as of 31.12.2018(3)
c. 400 employees as of 31.12.2018
INTEGRATION After completing the transaction, Leader-Invest will be fully integrated into Etalon Group
DEAL ADVISORS J.P. Morgan Securities plc acted as financial adviser to Etalon Group
Allen & Overy is acting as a legal advisor for Etalon Group
PwC is acting as a financial and tax advisor for Etalon Group
(1) CBR key rate + 2.35%
(2) According to Colliers International valuation report as of 01.10.2018
(3) Net debt of RUB 0.3 bln as of 31.12.18 based on management accounts; FY2017 EBITDA of RUB 2.4 bln according to Leader-Invest IFRS accounts is used ETALON GROUP 5STRATEGIC RATIONALE
CREATES A LEADING Acquisition of Leader-Invest significantly improves Etalon’s share in the most lucrative Moscow residential real
estate market, making the combined entity one of the leading developers in Moscow:
PLAYER IN MOSCOW
– #1 by number of projects offered to the market(1)
– #2 in sales(1)
– #2 in volumes under construction(2)
STRENGTHENING c. 48% increase in unsold NSA(3)
PROJECT Replenish landbank with a diversified portfolio of early-stage and advanced-stage projects to create substantial
growth opportunity
PORTFOLIO
No overlap with Etalon’s pre-acquisition project portfolio
SIGNIFICANT Etalon Group’s vertically integrated platform will ensure efficient development of Leader-Invest projects
OPERATIONAL Considerable optimisation of construction and SG&A costs by eliminating duplicate administrative and operational
functions
SYNERGIES
Utilisation of Etalon’s sales network to unlock value of Leader-Invest projects
Low one-off integration expenses thanks to limited headcount of Leader-Invest
IMPROVED PROFITABILITY Improve Etalon’s margin due to higher share of projects in more profitable business and premium class segments
AND STRONG FINANCIAL Significant addition to Etalon’s revenue
POSITION Etalon maintains strong balance sheet with 0.85x net debt/EBITDA level(4)
VALUE ENHANCING Acquisition cost per sqm of RUB 23 ths is close to low end of Etalon’s current land plot acquisition cost range of
RUB 20 ths – RUB 38 ths(5)
ACQUISITION
Average selling price per sqm for Leader-Invest projects of RUB 240 ths(6), significantly above current range for
Etalon’s projects of RUB 132 ths – RUB 200 ths(5)
(1) Based on Knight Frank data as of 31.12.2018
(2) Based on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018
(3) Including minority interest of Sistema PJSFC of 49% ETALON GROUP 6
(4) Etalon Group net cash of RUB 2.3 bln plus Leader-Invest net debt of RUB 0.3 bln as of 31.12.18 based on management accounts less the acquisition cost funded
by the credit facility; Etalon Group plus Leader-Invest FY2017 EBITDA of RUB 13.2 bln and RUB 2.4 bln, respectively, according to IFRS accounts
(5) For Etalon Group projects under construction in Moscow within the Moscow Ring Road
(6) Forecasted average real estate sale price for Leader-Invest projectsLEADER-INVEST AT A GLANCE
ONE OF THE LEADING PROVEN BUSINESS WELL-DEVELOPED REPUTABLE
DEVELOPERS IN MOSCOW MODEL FINANCIAL FUNCTION AND SHAREHOLDER
TRANSPARENCY PRACTICES
Leader-Invest is a leading Focus on the most in demand Leader-Invest reports IFRS Leader-Invest is a subsidiary
residential real estate developer comfort and business segments financial results on semi-annual of Sistema PJSFC, whose
within Moscow Ring Road basis shares and GDRs are listed
Established process for selection
on MOEX and the LSE since
Portfolio includes 31 projects of attractive assets with excellent Portfolio valuation carried by
2005
under construction or in design transport accessibility reputable independent
stage and 8 completed projects appraiser (Colliers Sistema PJSFC is a well-
Development of unique, niche
with total area of unsold International) recognised holding company
product with a focus on modern
property available for sale of with reputable investment
trends Leader-Invest has publicly
about 1.3 million sqm track record
traded bonds since 2016
8 projects delivered over the last
Prime locations in well- Well defined corporate
3 years S&P credit rating of B with a
developed and attractive governance platform in line
stable outlook
neighbourhoods with a healthy with international standards
living environment inside
Sistema PJSFC to remain a
Moscow Ring Road
49% minority shareholder
69 ths sqm of NSA sold in 2018 post transaction
ETALON GROUP 7LEADER-INVEST PORTFOLIO OVERVIEW
WINGS NAGATINO I-LAND ZIL YUG OTHER PROJECTS
TOTAL AREA 160 ths sqm 333 ths sqm 623 ths sqm 338 ths sqm
UNSOLD NSA 154 ths sqm 333 ths sqm 623 ths sqm 189 ths sqm
PROPERTY CLASS Business Business Business / Comfort Premium / Business / Comfort
BRIEF OVERVIEW Wings is a business-class project Nagatino I-Land is a business- This large-scale urban Leader-Invest’s landbank
located in the Ramenki district of class project located on the shore redevelopment project will create includes 29 other projects that
Moscow, just minutes from major of the Moscow River in the a new business- and comfort- are either under construction or
transport routes and within Nagatino district of Moscow near class residential district with 623 in the design stage, with a total
walking distance of the major transport routes and just 5 ths sqm of NSA on a 109-hectare area of 338 ths sqm. The
Michurinskiy Prospekt metro minutes from the nearest metro land plot just 6km from the company’s portfolio includes
station. The project’s three station. The project will include Kremlin. Developed based on a premium-, business- and
interconnected buildings of up to residential and commercial space, “smart neighbourhood” concept, comfort-class projects located
21 storeys, with a total of 1,473 as well as underground parking. the district will be equipped with in well-developed residential
apartments and 160 ths sqm of Nagatino I-Land will offer electric car charging stations, areas with good social
NSA, look out over a forest park residents extensive landscaped sorting facilities for recycling infrastructure inside the
and the Ramenka river. This green spaces, including waste and other features that will Moscow Ring Road, all with
development will offer residents pedestrian boulevards along the make ZIL Yug one of the world’s good access to public transport
3.1-metre high ceilings with large Moscow River embankment. This most modern urban districts. and main roads, as well as
windows that will provide for 4-hectare development will The ZIL Yug project will house parks, shopping and
excellent views and plenty of become a self-contained approximately 60 ths residents entertainment facilities.
natural lighting. The private neighbourhood, with cafes and and include an exhibition centre,
territory of the Wings project will restaurants, shopping and social shopping centre, schools,
include recreation grounds, a infrastructure all located on the preschools, a hospital and health
preschool and school as well as carefully thought-out territory. clinic.
commercial and office space.
CONSTRUCTION 2018 – 2023 2019 – 2025 2020 – 2028 by 2024
PERIOD
ETALON GROUP 8LEADER-INVEST ACQUISITION IS IN LINE WITH
ETALON GROUP DEVELOPMENT STRATEGY
LEADER-INVEST FULLY SATISFIES ALL CHARACTERISTICS SET FOR POTENTIAL M&A TARGETS BY
ETALON:
1 FOCUS ON THE SAME REGIONS AND SEGMENTS
2 COMPLEMENTARY PORTFOLIO AND VALUE CHAIN
3 CONSIDERABLE OPERATING SYNERGIES DUE TO ELIMINATION OF
DUPLICATE FUNCTIONS AND MONETISATION OF SALES NETWORK
4 ATTRACTIVE PROFITABILITY ACROSS PROJECT PORTFOLIO AND
SIGNIFICANT RETURN ON INVESTMENTS
5 HIGH LEVEL OF TRANSPARENCY
ETALON GROUP 9TRANSACTION EFFECT ON ETALON
GROUP OPERATIONS IN MOSCOW
ETALON’S PROJECTS LEADER’S PROJECTS PROJECTS IN MOSCOW
11 projects 31 projects 42 projects
UNDER CONSTRUCTION DESIGN STAGE COMPLETED
ETALON GROUP 10ETALON GROUP OPERATIONS IN ST PETERSBURG
AND MOSCOW AFTER THE TRANSACTION
57 PROJECTS 4.0 MLN SQM
UNSOLD NSA(1) 200 BLN RUB OPEN
MARKET VALUE(1) 58 CITIES COVERED BY
SALES NETWORK
PROJECTS IN ST PETERSBURG PROJECTS IN MOSCOW
UNDER CONSTRUCTION
DESIGN STAGE
COMPLETED
ETALON BEFORE DEAL
NEW PROJECTS
(1) Including minority interest of Sistema PJSFC of 49% in Leader-Invest projects
ETALON GROUP 11LANDBANK DEVELOPMENT
ETALON GROUP LEADER-INVEST PRO-FORMA(1)
UNSOLD NSA, 1.30 4.03
MLN SQM 2.73
ETALON GROUP LEADER-INVEST ETALON GROUP
BREAKDOWN BY Upper-Economy Premium Upper-Economy Premium
7% 2% 5% 1%
SEGMENTS Business
15%
Comfort Business Comfort
Comfort Business 30%
57% 41% 64%
78%
BREAKDOWN BY Completed Completed Completed
9% 1% 6%
STAGE
Design Design
55%
Design
29% 38%
Construction Construction
62% Construction
44% 56%
BREAKDOWN BY Moscow region Moscow region
7% 5%
REGIONS
Moscow
38% Moscow
Moscow 61%
100%
St Petersburg St Petersburg
55% 34%
(1) Including minority interest of Sistema PJSFC of 49% in Leader-Invest projects
ETALON GROUP 12STRENGTHENING MARKET POSITION IN MOSCOW
#1 BY NUMBER OF PROJECTS #2 IN SALES(1) #2 IN VOLUMES UNDER
OFFERED TO THE MARKET(1) CONSTRUCTION(2)
28 #1 PIK 628 PIK 3,629
PIK 25 203 #2 732 #2
23 LSR 192 LSR 700
MR Group 18 MR Group 190 Donstroi 692
Donstroi 16 Ingrad 166 MR Group 625
Capital Group 10 153 516
Ingrad 7 PSN 144 Ingrad 461
RG Development 7 Donstroi 142 MIC 408
Pioneer 6 Pioneer 134 PSN 364
Gals 6 DSK-1 118 Pioneer 339
5 Capital Group 110 Capital Group 315
50 216
(1) Based on Knight Frank data as of 31.12.2018; for sales ranking the data for residential real estate sales is used without commercial premises and parking
(2) Based on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018
ETALON GROUP 13MARKET POSITION IN ST PETERSBURG
#3 BY NUMBER OF PROJECTS #3 IN SALES(1) #3 IN VOLUMES UNDER
OFFERD TO THE MARKET(1) CONSTRUCTION(2)
Setl Group 18 LSR 615 LSR 2,951
LSR 17 Setl Group 429 Setl Group 2,614
11 #3 258 #3 1,136 #3
RBI 10 Glavstroy 218 CDS 741
CDS 8 CDS 121 Dalpitersroy 601
Stroytrest 8 Glorax 97 Lider Group 381
KVS 8 KVS 70 Glavstroy 363
Lider Group 8 Akvilon 70 Megalit 356
RosStroyInvest 6 Renovation StP 66 Renovation StP 341
Polis Group 6 RBI 62 Glorax 315
(1) Based on Knight Frank data as of 31.12.2018; for sales ranking the data for residential real estate sales is used without commercial premises and parking
(2) Based on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018
ETALON GROUP 14BENEFITS OF INTEGRATION
DESIGN AND MARKETING PROJECT GENERAL ONGOING
PERMITTING AND SALES MANAGEMENT CONTRACTING AND MAINTENANCE
SUBCONTRACTING
CURRENT Lack of design bureau Limited in-house sales Limited expertise in Significant construction No property
CHALLENGES FOR that can evaluate capacity implementing full-fledged costs related to inflation of management company
LEADER-INVEST planning solutions and Large commission paid development projects and lack construction budgets and No access to customers
advise on their necessity for brokers of experience with large-scale project execution due to after sale of real estate in
Limited access to mixed-use projects lack of in-house general order to receive feedback
regional buyers contractors and and further promote
subcontractors projects
WAYS ETALON Deep in-house design Best-in-class sales team About 200 fully-managed High quality general Own property
CAN IMPROVE IT expertise 58 cities covered by sales residential buildings delivered contracting and management company
Extensive use of BIM network Large-scale construction subcontracting services with 4.6 mln sqm of real
tools at all stages of Established in-house projects ranging from offer competitive prices estate and 18.4 ths
development marketing and sales factories to exhibition centres and quality with proven parking spaces under
Quick approval of functions Skilled staff who ensure track-record and management
documentation due to Strong brand quality, safety and timely experience executing large-
reputation as a strong Advanced IT solutions delivery, while accurately scale projects
and reliable player facilitate interaction with forecasting required resources
customers and brokers
BENEFITS FOR Potential to cut costs Lower costs for Increase quality of projects Reduce construction costs Additional income from
ETALON GROUP for external architects promoting projects Shorten construction time at Leader-Invest projects property management
and increase efficiency of Lower fees paid to Efficient implementation of Increase quality of company
planning solutions, as brokers large-scale projects like projects Expand areas of activity
well as monitoring of Accelerate pace of sales Wings, Nagatino and ZIL-Yug Utilise Etalon Group of service company by
under-construction at existing projects thanks capacities and achieve entering business and
projects to Etalon’s strong sales economies of scale premium segments
team and additional Increase margins for Expand channels for
demand from regional large-scale mixed-use promoting projects
buyers projects
ETALON GROUP 15VALUE CREATION THROUGH SYNERGIES
Management has conducted an analysis of potential synergies with Leader-Invest on the basis of the Group’s
experience in the real estate sector and precedent transactions in the industry
A preliminary analysis of potential synergies has identified the following areas:
CONSTRUCTION ADMINISTRATIVE SELLING
FINANCE
COSTS EXPENSES EXPENSES
1. Optimisation of 1. Personnel cost 1. Utilisation of combined 1. Refinancing of
materials sourcing and optimisation sales network current Leader-Invest
procurement debt at Etalon’s
2. Rationalisation of
shared services
2. Combined
procurement of
marginal financing RUB 0.7 Bln –
2. General and cost
subcontractors services marketing / RUB 1.1 Bln
costs optimisation advertisement services
Estimated annual
3. Increased purchasing 3. Increased efficiency of savings(1)
power in new land plot customer funnel
acquisitions – lower
acquisition costs
(1) One-off integration costs in 2019 are estimated at c. RUB 0.5-0.9 bln
ETALON GROUP 16JOINT BRANDING UNDER ETALON’S ROOF
More than 30-year history Leading developer in Moscow by
Successful track record in Russia with number projects in portfolio
6.3 million sqm commissioned since TOP-30 brand by customer
inception, without any delays recognition in Moscow
TOP-3 brand by customer recognition Established product branding for
in St Petersburg business class residential property
TOP-10 brand by customer called “Schastye” (Happiness):
recognition in Moscow
#1 developer operating in Moscow
and St Petersburg by customer
+ – Normal (3 out of 5) grade of quality
recognition in Russia’s regions thanks according to Russian Unified
to nationwide sales and marketing Registrar of Residential Real Estate
network Developers
The highest (5 out of 5) grade of One of three developers in Moscow
quality according to Russian Unified market that uses the word “leader” in
Registrar of Residential Real Estate its name
Developers
Low brand recognition in Russia’s
Strong corporate brand without regions
unified project branding
BENEFITS:
Reputation as a reliable developer with significant experience will add value to Leader-Invest projects
Well-developed sales network and high brand recognition for Etalon will significantly increase sales for Leader-Invest projects
Large number of projects will further strengthen Etalon’s brand recognition in Moscow
Potential to use well-developed project branding standards of Leader-Invest
ETALON GROUP 17VALUE ENHANCING ACQUISITION
ACQUISITION OF MORE PROFITABLE
PROJECTS AT AN ATTRACTIVE PRICE:
0 30 60 … 120 150 180 210 The cost of RUB 23 ths per sqm for the
acquisition of Leader-Invest is close to the
lower end of Etalon Group’s current price
20 26 38
range for land acquisition of RUB 20 ths –
Etalon’s land cost
per sqm(1) RUB 38 ths per sqm, and 11% below Etalon
Group’s average acquisition cost of RUB 26
ths per sqm
23
Leader acquisition
cost per sqm(2) The average selling price of RUB 240 ths
per sqm(3) for Leader-Invest projects is
132 154 200 significantly above the current range of RUB
Etalon’s residential 132 ths – RUB 200 ths per sqm for Etalon
price per sqm(1) Group’s projects
240
Leader’s residential
price per sqm(3)
land cost range, RUB ths average land cost, RUB ths
price range, RUB ths average price, RUB ths
(1) For Etalon Group projects under construction in Moscow within the Moscow Ring Road
(2) Acquisition cost divided by Etalon’s share of unsold area in Leader-Invest project portfolio of 1.3 mln sqm
(3) Forecasted average real estate sale price for Leader-Invest projects ETALON GROUP 18ETALON MAINTAINS A STRONG BALANCE SHEET
EVEN AFTER RUB 15.2 BLN ACQUISITION
15,185
0.85x
5,694
23,082
20,912
5,393 13,316
ETALON GROUP LEADER-INVEST CREDIT LINE ETALON GROUP LEADER-INVEST NET DEBT
GROSS DEBT GROSS DEBT FOR ACQUISITION CASH (2) CASH (2)
AS OF 31.12.18 AS OF 31.12.18 AS OF 31.12.18 AS OF 31.12.18
Total debt Cash and cash equivalents Net debt/EBITDA(1)
(1) Etalon Group plus Leader-invest FY2017 EBITDA of RUB 13.2 bln and RUB 2.4 bln, respectively, according to IFRS accounts
(2) Cash and cash equivalents
ETALON GROUP 19INDICATIVE INTEGRATION TIMETABLE
INTEGRATION
DEAL COMPLETED,
CLOSING NEW STRATEGY
Feb. 2019 3Q 2019
INTEGRATION
Optimisation of personnel structure and elimination of duplicate functions 1. Start of sales of Leader-
Establish unified management team Invest projects under
the Etalon Group brand
Integration of Leader-Invest projects into the Etalon sales network
2. Leader-Invest
Termination of inefficient construction contracts and signing of new
consolidation in financial
contracts with Etalon general and sub contractors based on tender
reporting
procedures
3. New strategy adoption
Unification of accounting and reporting systems, as well as other policies
and presentation to the
and standards
market
Identifying best practices and its implementation
Formation of a unified corporate culture
Prepare new development strategy
ETALON GROUP 20CONTINUE TO ADHERE TO DISCIPLINED
LONG-TERM FINANCIAL POLICIES
LEVERAGE Continue to maintain strong balance sheet with net debt / EBITDA below 2x
DIVIDENDS Keep dividend policy unchanged with 40% - 70% payout ratio
NEW
In line with previously announced principles
ACQUISITIONS
ETALON GROUP 21CONCLUSION
1. UNIQUE OPPORTUNITY TO ACCELERATE GROWTH IN SALES AND POSITIVE OPERATING CASH FLOW EVEN
FURTHER AND TO REACH STRATEGIC GOALS AHEAD OF SCHEDULE, WHILE CONTINUING TO PAY DIVIDENDS
IN LINE WITH EXISTING DIVIDEND POLICY
2. ACQUISITION OF HIGH-QUALITY PROJECT PORTFOLIO WITH EXCELLENT GEOGRAPHICAL FIT, WHILE
MAINTAINING STRONG BALANCE SHEET
3. RIGHT TIME FOR TRANSACTION TO CONSOLIDATE MARKET IN KEY REGION
4. OPPORTUNITY TO CREATE VALUE THROUGH SYNERGIES AND IMPROVED PROFITABILITY
ETALON GROUP 22STRATEGIC ACQUISITION
OF LEADER-INVEST BY
ETALON GROUP
ETALON GROUP PLC
2-4 CAPITAL CENTRE
ARCH. MAKARIOU III AVENUE
NICOSIA | CYPRUS
TEL: +44 (0)20 8123 1328
FAX: +44 (0)20 8123 1328
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