combination of cineworld and cinema city
TRANSCRIPT
Combination of Cineworld and Cinema City Investor Presentation - January 2014
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2
Agenda
Transaction Highlights
Cineworld and Cinema City
Transaction Financials and Structure
Strategic Highlights and Summary
Anthony Bloom
Mooky Greidinger
Philip Bowcock
Mooky Greidinger
3
Transaction Highlights Anthony Bloom
Creation of a Leading Cinema Group in Europe Executive Summary
Combination with Cinema City, the cinema business of Cinema City International N.V. (“CCI”), a
leading cinema operator in 7 countries across CEE and Israel
Creating the second largest cinema business in Europe(1)
#1 or #2 in every region the enlarged group would operate in(1)
Adds 99 multiplexes (combined: 201 sites) and 966 fully digital screens (combined: 1,852)
Cinema City 2012 revenue of £232m (Cineworld: £359m) and EBITDA of £50m (Cineworld:
£67m)(2)
Cinema City brings growth opportunities in the cinema markets of CEE and Israel
Developing economies serving a population of c.100m
Markets in which multiplex screen penetration is comparatively low, with low admissions per
capita and high population per screen relative to the UK
2009 – 2012 revenue and EBITDA CAGR of 14.2% and 18.9%, respectively
Strong pipeline of screen openings
Highly respected and experienced combined management team
Non-Executive Chairman: Anthony Bloom
CEO: Mooky Greidinger (current CEO of CCI)
CFO: Philip Bowcock
COO: Israel Greidinger (current CFO of CCI)
5
1. Based on number of screens.
2. Converted at an exchange rate of £1 = €1.2117 (2012 revenues of €281m and EBITDA of €60m). Cinema City financials are pre adjustment for new initial lease charge of €7.65m post Completion.
Creation of a Leading Cinema Group in Europe Transaction Structure
Share purchase of Cinema City Holding N.V. from CCI based on an Enterprise Value of £503m (on
a debt-free / cash-free basis)(1)
Combination to be funded through:
Fully underwritten rights issue to raise approximately £110m
New debt facilities
Shares issued as consideration to CCI representing 24.9% of the enlarged group
Attractive financial metrics
Expected to be earnings accretive in FY2014 and substantially accretive thereafter(2)
ROIC expected to be in line with Cineworld cost of capital in year 3(2,3)
Initial cost synergies identified of £2m
Strong cash flow generation and deleveraging profile
Existing dividend policy underpinned by the future prospects of the enlarged group
6
1. Based on a Cineworld share price of 392p (being the Closing Price on 9 January 2014).
2. This statement does not constitute a profit forecast nor should it be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Enlarged Group, taking into account
the effect of the Rights Issue and the Combination, will necessarily be greater than the historic published earnings per share, profits, margins or cash flows of the Cineworld Group.
3. ROIC defined as net operating profit (including synergies) after tax as a percentage of Enterprise Value. The calculation of ROIC may be different for different companies.
7
Transaction Financials and Structure Board Structure
Board structure combines representatives from both Cineworld and Cinema City boards
Highly respected and experienced management team
Board composition:
Relationship agreement entered into between Cineworld and CCI which includes a 12 month
lock-up of any sale of shares
CCI intends to remain a long-term strategic shareholder in Cineworld
Board will comply with the UK Corporate Governance Code independence requirements
Non-Executive Chairman Anthony Bloom Cineworld
CEO Mooky Greidinger Cinema City
CFO Philip Bowcock Cineworld
COO Israel Greidinger Cinema City
Non-Executive Directors David Maloney (Senior NED)
Martina King
Scott Rosenblum
Arni Samuelsson
Eric (Rick) Senat
Peter Williams
Cineworld
Cineworld
Cinema City
New member
Cineworld
Cineworld
Independent
Independent
Non-Independent
Independent
Independent
Independent
Cineworld and Cinema City Mooky Greidinger
Cineworld and Cinema City Cineworld Snapshot
Strong Track Record of Delivery Cineworld Today
Cineworld is the #1 cinema group by box office revenue in UK & Ireland
with a market share of 27.3%(2)
333 359
2009 2012
56
67
2009 2012
Revenue (£m)
16.7% 18.7%
EBITDA(1) (£m)
1. EBITDA comprises of earnings before interest, tax, depreciation and amortisation, onerous lease and other non-recurring or non-cash property charges, transaction and reorganisation costs, defined benefit
scheme indexation gain and refinancing costs.
2. Source: Rentrak/EDI, based on box office revenues for the first nine months of 2013.
%
margin
9
The leading operator in the UK &
Ireland by box office revenues
102 sites with 886 screens
Fully digitalised, predominantly
leasehold estate
Cineworld and Cinema City Cinema City Snapshot
Strong Growth Cinema City Today
Cinema City is the #1 cinema business by number of screens in CEE and Israel
156
232
2009 2012
30
50
2009 2012
Revenue (£m)(2)
19.0% 21.5%
EBITDA (£m) (2,3)
1. CCI will transfer all of its real estate assets out of the acquisition group (including seven cinema sites and one office property). Post-transaction, the enlarged group will continue to operate from these sites
on a leasehold basis.
2. EBITDA defined as earnings before interest, tax, depreciation and amortisation. Excludes any pro forma impact of rental payment for properties leased from CCI post completion.
3. Converted at an exchange rate of £1 = €1.2117 (2012 revenues of €281m and EBITDA of €60m; 2009 revenues of €189m and EBITDA of €36m).
%
margin
10
The leading operator in CEE and
Israel based on number of screens
99 multiplexes with 966 screens
Fully digitalised, leasehold estate(1)
Overview
Cineworld and Cinema City Cinema City Overview
11
2012 Revenue Breakdown
Total revenue: £232m(2)
39%
19%
15%
11%
9%
4% 3%
Poland
Israel
Hungary
Czech Republic
Romania
Bulgaria
Slovakia
By Division
59% 20%
11%
9% 1%
Box Office
Concession
Advertising
Film Distribution
Other Income
1. Based on number of screens.
2. Converted at an exchange rate of £1 = €1.2117 (2012 revenues of €281m).
By Geography
Cinema City is the largest cinema business in CEE
and Israel (1) serving a population of c.100m
Formed in 1929 by the Greidinger family and
entered the CEE region in 1997
Operates 99 multiplexes with 966 screens across 7
countries
100% digitalised, leasehold estate
Complementary distribution and advertising arms
(Forum Film and New Age Media / Cinema Channel)
CCI, listed on the WSE and indirectly controlled by
members of the Greidinger family (c.54% holding),
will retain its Polish listing
Only the cinema business of CCI will be transferred
as part of this transaction
The real estate portfolio of CCI will not form part
of this transaction
No of screens
Cineworld and Cinema City Cinema City History of Significant Growth
12
Expansion of
cinema chain
from Israel into
CEE
Cinema City
launched
operations in
Czech Republic
and Poland
Acquisition
of Ster Century
in Poland
Operations
commenced
in Bulgaria Operations
commenced in
Romania
Acquisition of
Kinepolis in Poland
Acquisition of
Palace Cinemas
and entry into
Slovakia
Opened
Rishon
LeZion,
Israel
Note: Figures include real estate and other activities. Transaction only includes cinema and film distribution assets and excludes real estate and other activities.
99 125 157
210 273
332 352 379 422
461 504
566
668 722
906 952 966
0
200
400
600
800
1,000
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
Structural growth opportunities in the cinema markets of CEE and Israel
Source: Dodona research except admissions per capita in Israel (sourced from the Israel Cinema Association). Bulgaria figures based on Dodona estimates in 2011 for 2012.
Note: Average ticket prices have been converted from local currency to £ using exchange rates from Bloomberg as at 9 January 2014. 13
Cineworld and Cinema City Structural Growth Opportunity In CEE and Israel
3.9
3.1
2.7
1.6 1.6
1.1 1.1 1.0 0.7 0.6
0.4
US
Fra
nce
UK
Ge
rma
ny
Isra
el
Cze
ch
Re
p.
Hu
ng
ary
Po
lan
d
Bu
lga
ria
Slo
vak
ia
Ro
ma
nia
8 12
17 18 13
25 26 29
33 38
81
US
Fra
nce
UK
Ge
rma
ny
Cze
ch
Re
p.
Slo
vak
ia
Hu
ng
ary
Isra
el
Po
lan
d
Bu
lga
ria
Ro
ma
nia
Median: 1.0
Median: 29
Population per Screen in ‘000s (2012) Admissions per Capita (2012)
4.8 5.3 3.4 3.2 3.7 4.2 3.7 3.0 6.3 6.4
2012 ATP (£)
5.4
14
Cineworld and Cinema City Cinema City's Modern Cinemas
Cineworld and Cinema City Cinema City Revenue Streams
15
Concession
(New Age
Media(2, 3))
(Forum
Film(2))
IMAX: Allows images to be displayed at a far greater size
and resolution than conventional film
Exclusive rights to develop and operate IMAX screens
across Cinema City estate(1)
4DX: High-end technology to view films in 4D (mix of air,
water, scent, motion and vibration)
Exclusive agreement with 4DX technology provider
across Cinema City estate
Strategic business line
Representing film studios as exclusive distributor in
Cinema City countries
Library of independent films
Offers on- and off-screen advertising across Cinema City
estate
Services include: Adapting advertisements to cinema
standards; Cinema-media planning; Promotional events;
Marketing materials; Auditorium sponsorship programs
In Theatre (79% of 2012
revenues)
(10 screens)
(5 screens)
Distribution (9% of 2012
revenues)
Advertising (11% of 2012
revenues)
Tailored concession offering which varies according to
tastes in countries of operation
Ongoing roll out of Coffee Corner and Candyking
throughout the estate
Box Office Modern, fully digital estate
Top cinema experience (stadium seating, large screens)
1. Excluding Slovakia and Eilat in Israel.
2. Fully owned subsidiary.
3. Cinema Channel offers advertising services in Israel, rather than New Age Media.
Cineworld and Cinema City Strong Secured Pipeline to Drive Next Stage of Growth
16
Cineworld
Cinema City
Poland
Romania
Bulgaria
UK
Ireland
Israel
45 screens
Bulgaria
12 screens
Poland
87 screens
Development plan includes 546 screen openings across enlarged group within next 3 years
Romania
233 screens
Israel
UK & Ireland
169 screens
signed
Note: “Signed” means “lease agreement signed”.
CEE & Israel
377 screens
signed
Transaction Financials and Structure Philip Bowcock
Cineworld(1) Cinema City(2)
2012 Sep 2013(3) 2012 Sep 2013(3)
Revenue (£m) 358.7 303.7 231.6 172.5
EBITDA (£m) 67.1(4) 52.6 49.7 38.7
EBITDA margin (%) 18.7% 17.3% 21.5% 22.4%
Screens (#) 878 878 952 966
Admissions (m) 48.0 39.3 36.3 26.6
Average Ticket Price
(ATP) (£) 5.19 5.33 3.76 3.79
Retail Spend per Person
(SPP) (£) 1.70 1.74 1.26 1.37
18
1. Reported financials, including for Picturehouse from 6 – 26 December 2012. Average ticket price and retail spend per person excludes Picturehouse.
2. Converted at an exchange rate of £1 = €1.2117. Cinema City financials are pre adjustment for new initial lease charge of €7.65m post Completion.
3. Data representing 2013 performance through to 26 September for Cineworld and to 30 September for Cinema City.
4. 2012 EBITDA on a restated basis (IAS 19 - employee benefits) is £66.9m.
Transaction Financials and Structure Side-by-Side Comparison
(£m) 2009(1) 2010 2011 2012
No. of screens 668 722 906 952
Revenue 155.6 193.6 220.7 231.6
growth (%) 24.4% 14.0% 4.9%
Operating costs na 155.6 186.2 195.3
EBITDA 29.5 43.9 44.1 49.7
margin (%) 19.0% 22.7% 20.0% 21.5%
Operating Profit(2) 16.2 27.5 23.1 24.5
Net cash from operating
activities na 47.1 37.2 54.6
Capex(3) na 36.4 62.0 57.9
Transaction Financials and Structure Cinema City Financial Performance
Note: Converted at an exchange rate of £1 = €1.2117. Cinema City financials are pre adjustment for new initial lease charge of €7.65m post Completion.
1. 2009 financials extracted from 2010 statutory accounts on a segmental basis.
2. Before Acquisition-related and reorganisation expenses in 2011.
3. Net of proceeds. Also includes acquisition of Palace Cinemas in 2011 (£15.2m). 19
Increase in revenues throughout
period driven by rise in cinema
openings and admissions
Acquisition of Palace Cinemas in
2011 increased operating costs
and depreciation
New cinema openings also
increased operating costs during
2011
Substantial capex investments in
new cinemas and digitalisation
Transaction Financials and Structure Current Trading
Admissions up 3% for FY 2013 compared to
FY 2012
In October 2013, the opening of Walesa, a Polish
made film, had a positive impact on admissions in
Poland
Second instalment of the Hunger Games series saw
increased admissions in most territories in 2013
(relative to the first Hunger Games film in 2012)
Overall, Cinema City's performance is expected to be
in line with CCI's expectations for the full year
2014 film line up include several from international
blockbuster series
The Hobbit, Hunger Games, Rio, How To Train
Your Dragon and Transformers
Strong line up of Polish films expected to support
local admission levels
20
Cineworld Cinema City
FY2013 box office revenue increased by 4.0%
Admissions up 1.3% and ATP up 2.6% to £5.40
Cineworld outperformed the wider industry and grew
its market share to 27.4%
UK & Irish cinema industry experienced 0.3%
decline in gross box office revenue
Retail initiatives continued to gain momentum
9 Starbucks openings in 2013 contributing to
an increase in spend per person
Other income benefited from increased income in
advertising and 3D glasses sales
Picturehouse continued to perform in line with
expectations with new opening planned in Colchester
Overall, Cineworld anticipates that performance for FY
2013 will be in line with the Board's expectations
Solid film release programme for 2014 from
blockbuster series
Hunger Games, The Hobbit, Transformers,
Spiderman and X-Men
Four new cinema openings planned
Transaction Financials and Structure Sources and Uses
21
Sources of Funds £m
Rights Issue (gross proceeds) 110
New Debt Facilities 316
Cineworld Equity Consideration to CCI 231
Total Sources 658
Uses of Funds £m
Transaction Consideration for Cinema
City 503
of which cash consideration 272
Refinance Cineworld net debt(1) 137
Cost and expenses 18
Total Uses 658
Funding and Financial Impact
Prudent financing structure
Transaction expected to be earnings accretive in
FY2014 and substantially accretive thereafter(2)
ROIC expected to be in line with Cineworld’s cost
of capital in year 3(2,3)
Strong cash flow generation and deleveraging
profile
Existing dividend policy underpinned by the future
prospects of the enlarged group
Initial annual charge of €7.65m to reflect
leasehold payment to CCI for property not being
transferred as part of transaction
Sources and Uses
1. Cineworld net debt as per 26 September 2013.
2. This statement does not constitute a profit forecast nor should it be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Enlarged Group, taking into account the
effect of the Rights Issue and the Combination, will necessarily be greater than the historic published earnings per share, profits, margins or cash flows of the Cineworld Group.
3. ROIC defined as net operating profit (including synergies) after tax as a percentage of Enterprise Value. The calculation of ROIC may be different for different companies.
Transaction Financials and Structure Prudent Financing
Long term loan facilities in place on Completion
maturing in 2018
Term Loan Facility of £275m (initial margin:
215bps)
RCF of £125m (initial margin: 190bps)
Facilities to be used to:
Fund, in part, cash consideration payable to
CCI
Refinance certain existing indebtedness at
Cineworld and Cinema City
Working capital purposes
Facilities provided by Barclays, HSBC, ING, Lloyds,
RBS, Santander
Financial covenants
EBITDA to net debt
EBITDAR to net finance charge
22
Rights Issue Debt Financing
Gross funds to be raised £110m
Rights issue terms 8 for 25
Closing price (9th of January 2014) 392p
Issue price 230p
149.9m current shares @ 392p £588m
48.0m new shares @ 230p £110m
197.9m total shares post rights issue(1) £698m
Theoretical ex rights price (TERP) 353p
Issue price discount to TERP 34.8%
Rights issue to be fully underwritten by Barclays,
J.P. Morgan Cazenove and Investec
Rights issue not conditional on the transaction
1. This figure excludes shares issued to CCI as consideration.
Transaction Financials and Structure Expected Timetable of Events
2014
Announcement of the Transaction 10 January
Publication of Prospectus 10 January
Rights Issue Record Date 27 January
Cineworld General Meeting 29 January
Dealings in Rights Issue Shares, nil paid, commences 30 January
Rights Issue trading period ends 13 February
Dealings in Rights Issue Shares, fully paid, commences 14 February
CCI General Meeting 21 February
Anticipated closing March
23
Strategic Highlights and Summary Mooky Greidinger
886
769
942
966
983
566
1,245
25
Number of screens1
Source: Company Information.
1. Latest available figures.
2. Consists of sites in Spain, Italy, Germany, Austria and Portugal.
3. Consists of sites in Poland, Romania, Czech Republic, Hungary, Bulgaria, Israel and Slovakia.
4. Consists of sites in Germany, Portugal, Denmark, Taiwan, Poland, Latvia and Lithuania.
5. Consists of sites in France, Switzerland and the Netherlands.
+
European Cinema Operators
+ Cineworld: 886 Cinema City: 966
Strategic Highlights and Summary Creation of a Leading Pan-European Cinema Operator
Non-UK & Ireland UK & Ireland
2
4
3
5
2,187
1,852
1,335
3
Strategic Highlights and Summary Future Strategy
26
Increasing market share in existing countries of operation
New openings – over 500 screens in the pipeline
Increasing "cinema going" habit in the new markets
Potential for growth in ticket prices
Opportunities in new territories
Continued Growth
Stadium seating
Large screens to enhance the viewing experience
High quality sound systems - the audience are "in" the movie
Great comfort and friendly atmosphere - seats, lobby and service
with a smile
Providing the Top
Cinema
Experience
Commitment to
Advanced
Technology
High quality offering, including IMAX, 4DX, D-Box
Advanced technology - laser projection, advanced sound, gaming on
screen
Technologies to enhance the overall customer experience - modern
ticket service, print at home, enter with your mobile
Strategic Highlights and Summary Future Strategy
27
Targeting Niche
Markets
Distribution activity - strategic and effective in new/ smaller
markets, allowing for direct contact with the studios and product
Expansion of the Picturehouse concept
Support local production and alternative content
Maximising
Synergies
Combination cost synergies
Combination of know-how
Combination of experienced teams
Growing screen advertising and sponsorship opportunities
Best practice synergies (Unlimited, MyCineworld, website, VIP,
cinema design etc.)
Strategic Highlights and Summary Creation of a Leading Cinema Group in Europe
IN 2013, CINEWORLD AND CINEMA CITY TOGETHER SERVED MORE THAN
85,000,000 ADMISSIONS
AND WILL CONTINUE TO PROVIDE FOR THESE AND THE NEW ONES YET TO COME…
THE BEST WAY TO SEE A MOVIE
28
Q&A