investor presentation - d35udc6x0xtv0z.cloudfront.net · september 2016 under the umbrella of the...

Do not put content

in the brand

signature area

June 2017

INVESTOR PRESENTATIONDieter Penninckx, CEO

FNG BENELUX HOLDING NV

June 2017

Fred + Ginger Store Gent

DISCLAIMER

2

This presentation (the “Presentation”) contains confidential information regarding FNG N.V. and its wholly owned subsidiaries, including, amongst others, R&S Finance B.V., FNG Group NV and BrantNew BVBA (together, the “Company”). By accepting this Presentation the recipient agrees that it will cause its directors, officers, employees and other representatives (collectively, "Representatives") to use the Presentation and such information only to evaluate a potential transaction with the Company and for no other purpose, and will keep the information in this Presentation confidential, together with any copies thereof, along with any other materials provided to you by the Company or its representatives, or shall return, or certify destruction of such materials immediately upon request. The recipient acknowledges that FNG N.V.'s securities are listed on Euronext Amsterdam and FNG Group NV's and FNG Benelux Holdings NV's bonds on Euronext Brussels (Alternext), and that it is subject to applicable securities laws and regulations which impose certain specific obligations both to (i) FNG N.V., FNG Group NV and FNG Benelux Holding NV as (ii) the recipients, if the case may be. You agree to comply and to procure compliance by your representatives with these obligations as well as to cooperate with FNG N.V., FNG Group NV and FNG Benelux Holding NV to comply with any such specific obligations.

Any estimates, projections, financial information and forward looking statements contained herein have been prepared by the representatives and employees of the Company and involve significant elements of subjective judgment and analysis which may or may not be valid, accurate or correct and there can be no assurance any projected results are attainable or will be realized. The Company and its representatives specifically disclaim, and neither the Company nor its representatives, makes, any representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this Presentation, and nothing contained herein shall be relied upon as, a promise or representation, whether as to past results of operations or anticipated results of operations. This Presentation does not purport to contain all of the information that may be required to evaluate a potential transaction or the Company and any recipient hereof agrees specifically to conduct its own independent analysis of the Business, its financial condition and prospects and the data contained or referred to herein. Similarly, neither the Company nor its representatives, undertakes any duty or obligation to update or otherwise revise the Presentation or other materials supplied herewith.

The recipient hereof agrees that neither the Company nor its representatives shall have any liability to the recipient, at any point, relating to or resulting from the use of this Presentation or any of the information contained herein or any errors or omissions herein or any other oral or written communications transmitted to the recipient. Further, the recipient acknowledges and agrees that it will not assert any claim against the Company or its representatives or any of its affiliates or any of their respective directors, officers, employees, agents, shareholders, consultants, investment bankers, accountants, counsel or representatives, or hold any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties which would be contained in a final definitive agreement) furnished by such persons concerning the Company. Any implied warranty or similar rights under the law of any jurisdiction is hereby expressly and irrevocably waived by the recipient to the fullest extent permitted by such law, and the recipient agrees that it shall not seek to enforce any such implied warranties or similar rights. The information contained in thePresentation includes certain estimates, projections and other forward-looking information that reflect the Company’s current views with respect to futureevents and financial performance. Inevitably, there will be differences between such estimates and actual results, and those differences may be material. This confidential Presentation is for informational purposes only and is being furnished subject to the executed confidentiality agreement by and between such party and the Company. This Presentation is being furnished to the recipient subject, specifically, to the terms and conditions of this section.

CONTENT

I. Executive Summary

II. Description of the Issuer

III. Business overview

IV. Strategy and vision

V. Financial overview

VI. Key Offering data

VII. Key Investment Highlights

3

EXECUTIVE SUMMARY

4

Combination formed in 2016:

EXECUTIVE SUMMARY

5

EXECUTIVE SUMMARY

6

FNG N.V. (former R&S Retail Group N.V.)

is a strong growing and leading Benelux fashion group

with more than 3,000 people realizing a turnover of EUR 460mio

listed company on Euronext Amsterdam.

FNG designs and distributes fashion and shoes for women, children and men,

through about 500 own concept stores on top locations in the Benelux,

through own and third party webstores (Zalando, Wehkamp, Bol.com, …), and

through a network of about 1,500 multi-brand stores in the Benelux and abroad.

FNG’s main activity is currently based on the following 4 pillars:

the Miss Etam business (Miss Etam Group (1))

the Brantano business (Brantano Group (2))

the FNG business (Original FNG Group (3))

the Fashion Buying Platform (FBPH BVBA, formerly part of the Original FNG Group)

The Issuer, FNG Benelux Holding NV,

serves as a holding and financing vehicle for the companies in the Group FNG(*).

The issuer is 100% (indirectly) held by FNG N.V.

(1) R&S Finance B.V., together with its subsidiaries the “Miss Etam Group”;

(2) BrantNew BVBA, together with its subsidiary Brantano NV the “Brantano Group”;

(3) FNG Group NV, together with its subsidiaries the “Original FNG Group”;

(4) FNG N.V. together with its subsidiaries the “Group FNG”.

EXECUTIVE SUMMARY

7

Dieter Penninckx is CEO of the Issuer and the parent company FNG N.V.

next to Anja Maes and Manu Bracke one of the three co-founders/engineers of the Original FNG

Group NV in 2003.

FNG implements a “buy-and-build” strategy in a consolidating market

creating value by managing a complementary brand portfolio via buy and build,

optimizing corporate processes and realizing synergies,

a heavy emphasis on the omni-channel approach, and

a lean result-focused organization with a unique corporate culture.

Some key consolidated figures of the Group FNG (Pro forma 12m, 31 Dec 2016):

Turnover : 460M €

Brut margin : 53.6%

Operational cashflow (EBITDA) : 37.6M €

Net Financial Debt : 111M €

EXECUTIVE SUMMARY

8

FNG is currently acquiring two new fashion companies, Suitcase NV and

Concept Fashion Group NV. FNG has the intention to structure these

acquisitions as a new pillar in the structure chart of the Group FNG.

Anticipated Private Placement consists of an increase (TAP) on an

existing EUR 20Mio FNG Benelux Holding NV 5.5% Bond due July

2023.

The net proceeds of the issue will be used for capex and general

business purposes of the Issuer and the entities in the group , including

the refurbisment of the stores of the Brantano Group in order to speed

up the renovation process of all Brantano stores

the further organic growth, and growth through acquisitions

CONTENT








9

10

DIVERSIFIED BRAND PORTFOLIO

11

DIVERSIFIED BRAND PORTFOLIOCONCEPT STORES IN TOWN & OUT-OF-TOWN

12

254MILLION €

92MILLION €

3MILLION €

2014: Steps & Superstar

2013: Expresso

2012: Claudia Sträter2011: BB in Dutch Market

2009: CKS2008: Van Hassels

2005: Fred & Ginger

150MILLION €

2016: Miss Etam, Brantano460

MILLION €

EBITDA

Sales

Shops

People

460 MILLION €

37.6 MILLION €

>500 shops150.000 m2

>3000

(*) Final consolidated and audited (limited review) financials for FNG N,V. These figures are normalized, assuming full year integration of Miss Etam Group, Brantano Group and the Original FNG Group within the Group FNG. Final annual report 2016, including final financial accounts and related auditor statement, is expected shortly allowing annual shareholders meeting to be held in July.

A SOLID GROWTH PATH

A NEW COMBINATION

THE MISS ETAM GROUP

13

5 January 2016

Active in women’s fashion on the Dutch market

More than 100 selling points and more than 800 people;

Only after one year of major restructuring, Miss Etam is again a

healthy company, regaining a significant position in het Dutch

retail clothing market through consolidation of the number of stores

from 180 down to 100 and an optimalisation of renting contracts;

Top 3 brand in the Netherlands: Strong client intimacy with loyal

clients (more than 2.000.000);

Strong online sales : important sales channel representing circa

25% of total sales;

Strong logistics facility and ICT platform;

Ultimately managed by Dieter Penninckx and Rens van de

Schoor

Miss Etam Group (NL)

14

Original FNG Group

(BE)

September 2016, by means of an Exchange offer by FNG N.V.

(former R&S Retail Group N.V.) on all shares of FNG Group

NV:

FNG Group NV is a Belgian fashion company that creates

and distributes fashion brands for women and children.

Founded in 2003 by three engineers, Dieter Penninckx, Anja

Maes and Manu Bracke

Several fashion concepts and brands : Fred & Ginger, CKS,

Baker Bridge, Claudia Sträter, Expresso, Steps

more than 1.800 people , about 300 points of sale and in

addition 1500 multi-brand stores offline and online.

Representing more than 50% of the consolidated turnover of

the Group FNG.

Managing director Dieter Penninckx

A NEW COMBINATION

THE ORIGINAL FNG Group

15

September 2016

Under the umbrella of the bigger Group FNG, the Brantano

Group is well-positioned to strenghten its position as leading

footwear chain in Belgium (www.brantano.be)

More than 100,000m2 top located, out-of-town retail space

After a rationalisation of the number of stores (130➢105),

FNG launched a new shopping concept with not only a

larger shoe assortiment but also fitting clothes;

Fresh and futureproof new look of the stores;

This new shopping concept pays off: 8 “test”-stores were

refurbished end of 2016. In the first half of 2017, 32

additional stores were refurbished in a fast tempo, each

generating a turnover increase of 20% and more;

The sole manager is FNG Beheer BE B.V. , permanently

represented by Dieter Penninckx (CEO of FNG N.V.)

BRANTANO Group

A NEW COMBINATION

THE BRANTANO GROUP

GROUP STRUCTURE

16

FNG N.V. (NL), Listed on Euronext Amsterdam

CEO Dieter Penninckx

Net Financial Debt : 111 M €

FNG Beheer

NL BVBA (BE)

FNG Beheer BE B.V.

(NL)

FNG Finance Belgium

BVBA (BE)

FNG International Holding NV (BE – 100%)

Issuer : FNG Benelux Holding NV (BE – 100%)

Net Financial Debt : 104 M€

R&S Finance B.V. (NL-100%)

Miss Etam Group

Brantnew BVBA

(BE-100%) Brantano Group

FNG Group NV

(BE-100%)

Original FNG Group

Fashion Buying Platform Holding BVBA (BE-100%)

FNG N.V. is the top

holding company of

the Group FNG.

The Issuer FNG

Benelux Holding NV

serves as a holding

and financing vehicle

for the four parts or

pillars of the Group

FNG.

SHAREHOLDERS

17

FNG Benelux Holding , the issuer, is (indirectly) 100% hold by FNG NV;

99.99% of the shares in the Issuer are held by FNG International Holding

NV, and 1 share is held by FNG Finance Belgium BVBA;

FNG N.V. , the parent company, has the three FNG Group founders and

Emiel Lathouwers as majority shareholders, with reference shareholders

Belfius Insurance, Saffelberg Investments, Boone Family, Torfs Family &

Urbain Vandeurzen (*):

The founders of FNG (D. Penninckx , A. Maes and E. Bracke) and Mr EmielLathouwers, indirectly via Greenway District BVBA and 3NG NV

58.3%

FNG Stak 7.14%Mr Laurentius H. van de Schoor 4.97%Saffelberg Investments NV 5.66%Belfius Insurance NV 4.74%Biloba Holding BVBA 4.45%Torfs Import Service NV 4.26%Others 10.48%

(*) This overview is based on the amount of shares as notified to the AFM (Dutch financial markets regulator) on 7 June 2017

when exceeding a notification threshold to date of this Presentation, and could therefore be not accurate anymore.

18

MANAGEMENT AND KEY PEOPLE

PARENT COMPANY FNG N.V.

Dieter Penninckx

Rens van de Schoor, involved in the fashion industry since 2011, CEO

of Miss Etam, former CFO of Coltex Retail Group (2011-2014) and

former senior banker at ING Bank (2003 – 2011)

Dieter Penninckx – Managing Director FNG (MSc Engineering / 1997 +

Master in Financial Economics / 2003)

Anja Maes – Creative Director (MSc Engineering & architecture/1998)

Manu Bracke – Operations Director (MSc Engineering /1997)

Management / Founders : 3 engineers in fashion

Directors

Eric Verbaere, Founding partner of VD&P Corporate Finance

Prof. Gino Van Ossel, Vlerick Business School, one of Europe's thought leaders

in retail management, shopping behaviour, omni-channel and trade marketing.

Emiel Lathouwers, founder of A.S. Adventure and reference shareholder of le

Pain Quotidien and majortiy co-shareholder of FNG N.V.

Members of the Supervisory Board

CONTENT








20

15.000.000

EUROPEAN APPAREL AND SHOE MARKET

23

Large, non-growing market

Consolidation wave

Strongly fragmented

Zillions of brands

Market share of market leader only some %

Local brands > International brands

Consumers looking for “Added value”

Brand portfolio

Manage collection risk

Economics of scale

“Locomotive – attach various wagons”

Online (r)evolution

EUROPEAN APPAREL AND SHOE MARKET: DIGITALISATION

BUSINESS FUNDAMENTALS

26

Emotional product, rationally managed

Buy-and-Build

Omni-channel focus

It’s people’s business - CSR

Creating value by managing a complementary brand portfolio via buy (acquistions)

and build: roll-out of state-of-the-art fashion & retail concepts

Optimizing the “value chain” process and realizing synergies in HR, ICT, Finance & Logistics

Hard synergies: combining sales & buying activities via FNG’s buying platform

FNG has a lean result-focused organization with a unique corporate culture and a focus on CSR.

Knowing your customer is key. Managing 'big data’, results in dedicated marketing communication

based on consumer behaviour, i.e segmented marketing campaigns (up to one-on-one segmentation),

individual web page merchandising, individual styling services, virtual stock that can be sold via

different channels, individual delivery options for online sales, etc…

Retail and product brands blend more and more. The strategy used by FNG focuses on a

seamless shopper experience, regardless of the channel of sales.

https://vimeo.com/203260577/576ae6bdfd

STATE OF THE ART FASHION CONCEPT

Brantnew case: first results revenues +20%

Kleding Schoenen

STATE OF THE ART RETAIL CONCEPT

0

50

100

150

Brantano stores (old) Brantnew stores

“RATIONALLY” MANAGING THE FULL VALUE CHAIN

29

SYNERGIES: GLOBAL SOURCING PLATFORM

30

• Stronger negotiation power

• Economics of scale

• Efficiency

• Flexibility

• Local impact/control

• CSR (1)

• Strong purchasing platform in

Turkey, India and Hong Kong

• With direct relations with local

suppliers

(1) CSR = Corporate Social Responsibility, (2) % of total FNG’s clothing production volume

SYNERGIES: INTEGRATED LOGISTICS PLATFORM

WHY?

34

discover hidden diamonds

and dare to make them shine

CONTENT








35

PLAN 2020

TARGET 2020EUR 600mio10%-15% EBITDA level

PLAN 2020

37

OMNICHANNEL FOCUS: NOTHING SELLS LIKE SERVICE

COACH YOUR SALES PEOPLE TO BECOME OMNICHANNEL AMBASSADORS

CONSUMERS THINK BLURRY ABOUT ON- AND OFF-LINE. DON’T FOCUS ON ONLINE VS OFF-LINEIN 2020: LESS THAN 10% OF CONSUMERS WILL BUY ONLY OFFLINE. FOCUS ON 90%

INTEGRATED SOURCING AND DESIGN LEADS TO ATTRACTIVE MARGINS

CONSUMER CENTRICITY: RETAILERS OFFER THE BRANDS/PRODUCTS THEIR TARGET GROUP IS ASKING FOR

FNG’s STRATEGY

38

BUY & BUILD STRATEGY:

acquiring retail and fashion chains and creating value by optimizing

corporate processes, using synergies

in order to futher improve EBITDA with 10% to 15% set as a long term

target, and to continue to play an important rol as consolidator in the

fashion retail landscape.

ONLINE SALES

Further investing which online sales representing already today a

significant amount of FNG’s revenu, certainly when compared to the

competition.

In a turbulent market with changing consumer behavior, the group sees

a further shift to online sales and the delayed response from existing

players as a good foundation for growth.

FNG’s STRATEGY

39

Omni-channel approach : seamless shopper experience, regardless of

the channel of sales.

FNG puts a lot of energy and effort in knowing its customers and

managing “big data”,

resulting in dedicated marketing communication based on customer

behavior.

Financial Strategy:

The listing of the share of FNG N.V. provides opportunities to attract

external capital to finance the growth of the group.

Combining with a mix of debt instruments (senior and subordinated

bonds) and Bankloans in order to diversify financing sources and to use

financing opportunities on the capital markets.

CONTENT








40

NOTE ON FINANCIAL ACCOUNTS

41

Issuer FNG Benelux Holding NV:

2016 LTM Pro Forma Consolidated Interim Financial Statements, BEGAAP (*)

(*) Reviewed. The statutory auditor of the Issuer, Figurad BV CVBA issued a report of factual findings (“rapport

van feitelijke bevinding”) with respect to these consolidated financial statements.

Since the Issuer was incorporated on 3 June 2016 and the first financial year of the Issuer shall end on 31

December 2017, the reviewed LTM Prof Forma consolidated interim financial statements of the Issuer included

in this Presentation concern (i) pro forma financial statements (the financial statements are extrapolated to a

period running from 1 January 2016 until 31 December 2016 instead of a period running from 3 June 2016 until

31 December 2016, meaning as if the Issuer was already incorporated on 1 January 2016), and (ii) interim

financial statements (first financial year of the Issuer is still ongoing).

Parent company FNG N.V.

2016 IFRS Consolidated Financial Statements(*)

(1) Consolidated accounts for the period 2016 containing 6months figures of

Original FNG Group financials and 4months figures of Brantano Group, as these

activities have been integrated respectively in July 2016 and September 2016.

Conversion of local GAAP to IFRS.

(2) Published 2015 annual accounts of R&S Finance B.V. (Miss Etam Group)

(3) Pro forma LTM : Pro forma (non-audited) figures (local GAAP) of the different

activities of the Group FNG, namely Miss Etam Group, Brantano Group and

Original FNG Group, each incorporated if they were part of the Group FNG for the

full year 2016.

42

NOTE ON FINANCIAL ACCOUNTS

(*) Audited (limited review). Final annual report 2016, including final financial accounts and related auditor

statement, is expected shortly allowing annual shareholders meeting to be held in July.

FNG BENELUX HOLDING N.V.

LTM Pro Forma Consolidated Interim Financial Statements

(BeGAAP, Reviewed, 000 EUR)

43

BALANCE SHEET 31/12/2016

Non-current Assets- Goodwill and Intangible- Property, plant - Other

333,882285,017

42,5596,306

64.6%

Current Assets- Inventories- ST Receivables- Cash- Other Assets

183,04387,38523,89566,257

5,506

35.4%

TOTAL ASSETS 516,925 100%

Equity 184,871 35.8%

Provisions & deferred taxes 14,162 2.7%

Total Debt 317,893 61.5%

LT debt- Subordinated- Unsubordinated- Bankloans- Other debt (Intercompany)

197,42729,64745,00065,63857,138

38.2%

ST debt 120,466 23.3%

TOTAL LIABILITIES 516,925 100%

PROFIT AND LOSS ACCOUNT 31/12/2016

Operating revenues 459,833

Operating expenses - 450,915

Recurring operating result(REBIT)

8,917

Recurring operating cashlow(REBITDA)

37,620

Financial result - 9,947

Operating result before taxes -1,029

Net exception costs -5,209

Result before taxes - 6,239

Result for the period - 3.135

Total Financial Debt (*) 170,197

Net Financial Debt (**) 103.940

(*) LT Borrowings excluding intercos + ST borrowings + LT borrowings due within 1 year(**) Total Financial Debt - cash


FINANCIAL DEBT PROFILE

44

Type of LT Financial Debt Mio EUR

Subordinated Bonds (Junior) 29,6

Senior Bonds 45

Bankloans 65,6

Shareholder IC loans 57,2

197.4

• Well diversified mix of different financing

instruments : bonds (junior and senior),

bankloans, mezzanine loans and

intercompany loans.

Subordinated Bonds (Junior)

15%

Senior Bonds23%

Bankloans33%

Shareholder IC loans29%

0

10

20

30

40

50

60

70

80

90

100

2017 2018 2019 2020 2021 2022 2023

Debt Maturity

Subordinated bonds Senior Bonds Bank

OVERVIEW EXISTING BONDS

45

ISSUER Listing Status Maturity Date Size

(Mio €)

Coupon Issue

Price

2012 FNG Group NV No Sub 01/06/2021 14.45 7.450% 100%

2014 FNG Group NV Listed Senior 15/04/2021 25 4.625% 100.625%

2015 FNG Group NV No Sub 01/06/2021 5 7.450% 100%

2015 FNG Group NV No Sub 01/06/2021 5 7.450% 100%

2016 FNG (R&S) Benelux

Holding NV

Listed Senior 07/07/2023 20 5.50% 100%

80%

12%

8%

FNG N.V. CONSOLIDATED ACCOUNTS (000 EUR)

KEY FINANCIALS

46

• Group FNG acquired Miss Etam Group in

January 2016 and restructured it to a

healthy company by consolidating stores

and restructuring the head office

• Group FNG acquired Original FNG Group

& Brantano Group in September 2016.

Group FNG consolidated Brantano’s point

of sales and introduced a new store

concept by offering clothing

• Preliminary normalized figures based on

pro-forma full-year 2016 figures. Definitive

figures will reflect the real moment

Original FNG Group (6 months) and

Brantano Group(4 months) became part

of FNG N.V.

• Revenues and EBITDA-levels show the

success of the “emotional products,

rational management” strategy

• Succesfull turnaround of Brantano Group

and Miss Etam Group: in less than 1 year

positive operational results

in EUR m 2016

Sales 460

Growth yoy 89%

EBITDA 37.6

EBITDA Margin 8.2%

NFD/EBITDA <3

52%

27%

21%

Sales 459.9m

FNG Group Brantano Miss Etam

EBITDA37.6m

Source: FNG Press Release, Offering Memorandum

FNG N.V. CONSOLIDATED ACCOUNTS

KEY FINANCIALS

47Source: FNG Press Release, Offering Memorandum

12,7%

3,6%2,9%

0

5

10

15

20

25

30

35

EBITDA (in mio EUR) en EBITDA%

FNG Brands Brantano Miss Etam


SUMMARY FINANCIALS

48

PROFIT & LOSS Pro forma LTM 2016 (3)

% Revenu

Revenu 459,833

Gross result 246,292 53.6%

REBITDA 37,620 8.2%

Recurring operating result(REBIT)

8,917 1.9%

Operating result (EBIT) 5,085

Result before taxes -4,305

Result for the period -1,390

BALANCE SHEET 2016 (1)

Non-current assetsOf which Goodwill & intangible

378,818304,087

Current assetsOf which Cash

181,62466,907

TOTAL ASSETS 560,442

Equity 234,988

Non-current liabilitiesOf which LT Borrowings

206,912142,414

Current liabilitiesOf which ST Borrowings

118,54235,363

TOTAL LIABILITIES 560,442

Total Financial Debt (*) 177,777

Net Financial Debt (**) 110,870

(*) LT Borrowings + ST borrowings + LT borrowings due within 1 year(**) Total Financial Debt - cash


SUMMARY FINANCIALS

49

CASH FLOW STATEMENT 2016 2015

Net cash generated from operating activiteis 7,247 10,103

Net cash provided by investing activities 12,273 -23,745

Net cash provided by financing activities 46,029 15,000

Net cash increase in cash 65,549 1,358

Cash at the beginning of the year 1,358 0

Cash at the end of year 66,907 1,358

Pro forma LTM 2016 Consolidated Accounts FNG N.V.

CONTENT








50

TAP ON EXISTING BOND

51

ISIN code BE0002252212

Issuer FNG Benelux Holding NV (BE)

Issuer rating Unrated

Existing Notes Senior Unsecured notes 5.5% cpn EUR 20M due 7 July 2023 issued on 7

July 2016

Status of the

Notes

Senior Unsecured and Pari passu with all other present and future

unsubordinated and unsecured obligations of the Issuer.

New amount Up to [30,000,000] EUR

Issue Date 7 July 2017

Maturity Date 7 July 2023

Issue Price [100]%

Interest Rate 5.5% per annum

Denomination 100,000 EUR

Early

Redemption

Issuer : Optional Redemption yearly as of 2019 or Taks reasons

Bondholder : Upon Change of Control, Upon Event of Default

Neg pledge Yes

TAP ON EXISTING BOND

52

Events of

Default

Issuer : Non-Payment, Breach of other covenants, agreements or

undertakings, Winding up, Cessation of business, Delisting, Unlawfulness.

Issuer + Material Subsidiaries : Cross-acceleration, Security enforced and

Insolvency

Change of

Control

Yes

Financial

Covenant

No dividend distribution unless the projected Free Cash Flow Cover (Cash

Flow to Cost of Financial Debt) equals at least 1.5:1 for the Relevant Period

in which the dividend is distributed.

Periodic

reporting

As from 2018 : Annual financial report (audited consolidated financial

statements and management report)

Compliance Certificate in case of a dividend distribution would have been

decided in relation to the defined Financial Covenant

Listing Alternext Brussels

Gov Law Belgian law

Doc Standalone Private Placement Preliminary Offering Memorandum dated 9

June 2017

Form &

Clearing

Dematerialized with clearing through the NBB X/N clearing system

Sole Lead Belfius Bank

CONTENT








53

KEY INVESTMENTS HIGHLIGHTS

54

FNGLeading Benelux market position of FNG, Miss Etam,

Brantano

Experienced management

teams with proven track record

Effective business model and well-

articulated growth strategy with supportive

shareholders

Proven organicgrowth track

record

Strong “new” Fashion group playing a major

role in the sector consolidation

Important Omni-channel

model

Diversified and well-balanced brand portfolio

Engineers in Fashion / Emotional

product rationally managed

Strong potential synergy effects

(logistic, purchase, retail e-commerce,

cost synergies)

CONTENT








VIII. Q&A

55

June 2017

INVESTOR PRESENTATIONDieter Penninckx, CEO


June 2017

Fred + Ginger Store Gent

ANNEXES

57


Statement of Financial Position (IFRS)

58

BALANCE SHEET 31/12/2016 31/12/2015

Non-current Assets- Goodwill and Intangible assets- Property, plant and equipment- Deferred taks assets

378,818304,087

57,09917,632

% 8,5401,1746,389

977

Current Assets- Inventories- Trade & other receivables- Cash- Other Assets

181,62486,94124,05466,907

3,722

% 19,1456,9587,0271,3583,801

TOTAL ASSETS 560,442 100% 27,685

Total Equity 234,988 42% - 2,972

Non-current liabilities- Borrowings- Other financial liabilities- Deferred taks liabilities- Other liabilities

206,912142,414

18,32845,682

487

37% 15,1750

15,17500

Current liabilities- Borrowings- Trade and other payables- Other liabilities

118,54235,36375,791

7,388

21% 15,4821,968

11,6421,873

TOTAL EQUITY AND LIABILITIES 560,442 100% 27,685

Consolidated accounts forthe periode 2016 containing6months figures of OriginalFNG Group financials and4months figures of BrantanoGroup, as these activitieshave been integratedrespectively in July 2016 andSeptember 2016.

Conversion of local GAAP toIFRS.

Audit report (ful audit) onthese final figures of FNGN.V. from the FNG auditor(Mazars PaardekoperHoffman Accountants N.V.) isexpected shortly. Theaccountant issued on 8 June2017 a limited review reportwith respect to thesefinancial statements.

(Press release “Omzetsprongin 2016 tot EUR 460 mio opjaarbasis, Jaarcijfers FNGbekend)


Statement of comprehensive income

59

PROFIT & LOSS 2016 (1) 2015 (2) Pro forma LTM 2016 (3)Local GAAP

% Revenu

RevenuCost of merchandise

242,298-102,137

73,029-32,548

459,833213,541

Gross result 140,162 40,481 246,292 53.6%

Employee benefit expenseOther operating expenses

-47,702-71,618

-14,694-23,995

-82,419-126,253

Recurring operating result beforeamortisation and depreciation(REBITDA)

20,841 1,792 37,620 8.2%

Amortisation and depreciationexpenses

-9,468 -882 -28,702

Recurring operating result (REBIT) 11,374 910 8,917 2%

Non-recurring items -7,688 -4,090 -3,832

Operating result (EBIT) 3,686 -3,179 5,085

Financial expenses -6,320 -770 -9,390

Result before taxes -2,634 -3,950 -4,305

Income taxes 429 977 2,915

Result for the period -2,205 -2,972 -1,390


Cash flow statement

60

CASH FLOW FROM OPERATING ACTIVITIES

2016 2015

Operating result 3,686 - 3,179

Adjustments to reconcile net loss to net cash provided byoperating activities- Depreciation and

amortisation expenses- Provisions

9,468-2,189

8821,252

Changes in working capital- Inventories- Trade and other receivables- Other current assets- Trade and other payables- Other current liabilities

12,53932,560

4,391-53,418

209

6,042-8,528

012,437

1,197

Cash generated fromoperations

7,247 10,103

Taxes paid 0 0

Net cash generated fromoperating activities

7,247 10,103

CASH FLOW FROM INVESTING ACTIVITIES 2016 2015

Interested receivedPurchases of PP&EPurchases of Intangible assetsProceeds from disposal of PPEProceeds from disposal of intangible assetsLoans grantedAcquisition of subsidiaries, net of cash acquired

2,7390

-21,198672145

029,915

1,445000

-2,300-20,000

Net cash provided by/(used in) investingactivities

12,273 - 23,745

CASH FLOW FROM FINANCING ACTIVITIES 2016 2015

Proceeds from issue of equity instruments of the Company Proceeds from borrowingsReimbursements of borrowingsInterest paid

68,1960

-14,669-7,498

020,000-5,000

0

Net cash provided by/(used in) financingactivities

46,029 15,000

Net increase (decrease) in cash 65,549 1,358

Cash at the beginning of the year 1,358 0

Cash at end of year 66,907 1,358

investor presentation - d35udc6x0xtv0z.cloudfront.net · september 2016 under the umbrella of the...

Documents