2013 - Akfen Holding
Transkript
2013 - Akfen Holding
Akfen Holding A.Ş. April 2014 AKFEN HOLDING* Mersin International Port 50% TAV Airports* 8.12% TAV Investment 21.68% Istanbul Fast Ferries 30% Akfen Energy Akfen Construction 100% Akfen REIT* 56.88% Akfen Water 50% Akfen HEPP Investments – 100% Akfen Energy Holding 69.75% Akfen CCGT Investment – 100% Akfen CFPP Investment – 50% * Listed on the Borsa Istanbul 2 Akfen Holding Overview Business Lines Company Akfen’s Stake Partner Description • • • • 50% 30% Infrastructure 50% 8.12% • • • Privatisation: 36-year concession, US$755mn 1st export-import and 2nd largest container port in Turkey Handled over 1.38mn TEU in 2013, CAGR (2006-2013): 11% Multi purpose port Privatisation – asset sale US$861mn, Innercity and intercity Marmara sea transportation business Carried 51mn passengers and 7.9mn vehicles in 2013 FY13 EBITDA / % in Akfen’s EBITDA EBITDA: US$81mn Share: 46% EBITDA: US$26mn Share: 14% • Turkey’s first private water utilities concession operator with one municipal concession and one industrial site BOT EBITDA: US$2mn Share: 1% • • Leading airport operator in Turkey with 49% market share in 2013. 13 Airports and 6 main supporting service companies operating in 7 countries. EBITDA: US$43mn Share: 24% 21.68% • • 2nd largest Airport Constr. Company in 2012 (ENR survey) US$2.5bn of backlog as of as of 2013. EBITDA: US$13mn Share: 8% 100% • • Housing project of Incek Loft, Isparta Hospital PPP Backlog of €144mn as of December 2013 for Incek Loft and in-house construction of HEPPs&hotels EBITDA: US$1mn Share: 1% • 9 operational units with 145 MW installed capacity, 4 units under construction (82 MW), 3 units under development (117 MW). Invested EUR368mn so far, remaining inv. of EUR44mn for projects under construction. Est. inv. for projects under development of EUR205mn Contracting 100% Energy • 69.75% Hotel REIT • 56.88% • • • • EBITDA: US$22mn Share: 13% Combined Cycle natural gas power plant in Mersin ith 1,150 MW capacity under development Expected investment of US$850mn 660 MW Sedef II TEPP and Akfenres wind energy projects under planning Unique portfolio of city hotels in Turkey, Russia and N. Cyprus; 16 operational, 4 under construction Invested around EUR267mn so far, remaining investments of EUR48mn All financial data in this presentation is IFRS 11 and IFRIC 12 adjusted. EBITDA data on this slide is affiliates’ contribution to Akfen Holding’s consolidated EBITDA. EBITDA: US$15mn Share: 9% 3 A Brief Look at Akfen’s History 1976-1997: Contractor Phase Establishment of Akınısı Machinery in 1976 Foundation of Akfen Construction and winning of first public sector tender in 1986 1997-2005: Becoming a concession player BOT Contract for Istanbul Atatürk Airport and Ankara Esenboğa Airport Winning of Kuşadası cruise port and sale of Akfen’s stake a year after 2005-2008: Expansion phase Mersin Port concession Accor framework agreement for city hotels in Turkey Extension of Istanbul airport and IPO of TAV Airports Winning and development of vehicle inspection stations TÜVTÜRK Gulluk water concession agreement Acquisition of HEPP licenses 2008-2012: Corporate actions and exits to create further equity 2013-onwards: Ready for new investments with stronger Balance Sheet IPO and SPO of Akfen Holding in ISE MIP’s Eurobond issue Issuance of corporate bonds HEPP’s refinancing IPO of Akfen REIT Sale of Akfen’s stake in TuvTurk. Sale of Pirinclik HEPP Acquisition of Istanbul Fast Ferries TAV*/ HEPP** Divestments Natural Gas Power plant investment in Mersin PPP Isparta City Hospital Project Incek Loft Project New energy projects: Sedef II TEPP, Akfenres wind energy project * As of 16 May 2012, TAV Airports and TAV Construction deals were finalized. ** As of 30 November 2012, 40% of Karasular Enerji Uretimi ve Tic. A.S. was sold to Aquila HydropowerINVEST Investitions GmbH & Co KG and on 6 June 2013 the remaining 60% was sold to the same group. 4 Key Investment Pillars Concessions with monopolistic nature focusing on sustainable, predictable, long term cash flows Global business partners with strategic knowhow Attractive Markets TAV Airports: Airport concessions in Turkey and abroad MIP: 36 years operating rights of Mersin port HEPP Group: Floor price of US$7.3cent/kWh IDO: Monopoly Akfen REIT: Revenue sharing with downside protection through Accor MIP: 50:50 JV TAV Airports: 8.12% with joint control IDO: 30% with joint control HEPP Group: 100% Akfen REIT: 56.88% (while 29.6% is listed) Akfen Water: 50:50 JV Focused on Growth Shareholding position as asset managers Robust Businesses Efficient use of sophisticated financing tools Enhancing Shareholder Value Corporate bonds at holding level and Eurobonds on asset level Non recourse project financing on asset level: leverage ratios varying between 70% to 85% Value from Divestitures Track record of Pre-IPO, IPOs, SPO, private placements, partial sales, whole divestments Fast decision making & execution speed Successful Deal Origination A senior management team, collaborating in execution together for years Sustainable & socially responsible stakeholder policies Win-win Partnership with Stakeholders Signing of the UN Global Compact as the first holding in Turkey (July 2002) Corporate social responsibility: Support to education through our foundation TIKAV and construction of public schools; Duke of Edinburgh Turkey; LSE Contemporary Turkish Chair Strong exit capability 5 Company Overview – Shareholding/Share Performance Shareholder Structure Stock Highlights as of April 2, 2014 Shareholder Name* (%) Hamdi Akın 68.2% Akfen Construction 2.8% Other** 0.7% Free Float*** 28.3% Total 100.0% * Shareholders having above 2% of the shares are referred with names ** Akin Family and the Companies, in which Akin Family has a shareholding *** Akfen Holding shares held by Akfen Construction are part of free float Closing Price (TL) Market Cap (mn TL) Ave. Daily Trading Volume (last 3 mths, TLmn) Free Float (%) 4.09 1,190 1.22 28% Distribution of Free Float Foreign Pension Funds Investment Funds Retail 52.3% 0.1% 0.5% 47.1% Akfen Holding Share Price Relative to BIST-100 Share Price 14 12 10 8 Relative Yield 10/04 100% capital increase through bonus issue 14/08 Akfen Holding applied for IPO 25/09 the sale of Pirinçlik HEPP was announced 24/11 SPO completed 06/06 Sale of the rest 60% of İDEAL completed 08/04 IDO tender was won 16/06 IDO share transfer completed 09/05 IPO of GYO was completed 10/09 İDEAL %40 share sale 16/05 sale of TAV was completed 6 22/01 capital increase through bonus issue 4 02/08 MIP Eurobond issue 01/10 HEPP Group Refinancing 03/05 Board announced dividend payment 2 0 1.2 02/04/2014 Akfen Share Price 4.09 1.0 28/02/2014 TRSAKFH11710 0.8 0.6 99.900 02/04/2014 MIP Eurobond 102.3 0.4 Akfen Price (TL) Relative Yield *** As of April 2, 2014, within the share buy back programme shares making up 6.48% of the paid-in capital were acquired. Additionally, Akfen Construction has also purchased Akfen Holding shares, combined totaling to 8.88% of the paid-in capital. 6 FY13: Improvement in Operational Profitability Continues Eliminating the effect of our stake sale in TAV Airports and TAV Construction and Karasular HEPP 2013 revenues and EBITDA continued to rise on a YoY basis: FY13 revenues amounted to US$592mn, up by 16% YoY (LfL), FY13 EBITDA reached US$178mn, up by 17% YoY (LfL) FY13 adjusted EBITDA margin reached 31.3%, up by 1 p.p. (LfL): EBITDA margin improvement across participations Investment program on track, FY13 consolidated capex reached US$154mn Overall YoY improvement in KPIs continued… TAV Airports Total pax number up by 17% YoY at 84mn, and air traffic up by 14% TAV Investment 2013 backlog amounted to US$2.5bn MIP Container volume up by 9% YoY at 1.38mn TEU, conventional throughput up by 7% at 7.56mn t IDO Number of passengers down by 1% YoY at 51mn passengers, number of vehicles up by 1% at 8mn vehicles HEPP With an installed capacity of 142.2 MW, generation output up by 9% YoY at 451 GWh/yr Akfen REIT Occupancy rate was 65%, down 1% YoY, T-RevPar down by 6% YoY at EUR48, while the room capacity rose to 2,777 from 2,314 by end-2012 Akfen Water Gulluk project invoiced water volume up by 3% at 539,789 m3 and subscriber number up by 10% at 6,067 subscribers, Arbiogaz Dilovasi treated waste water volume up by 7% at 2.6mn m3, number of operating factories in Dilovasi organised industrial zone was 210. 7 MIP Financials & KPI Map 2013 YoY ∆% 2012 YoY ∆% Revenue (mn US$)* 275 11% 248 13% Adj. EBITDA (mn US$) 163 10% 148 16% 59% -1 p.p. 60% 1 p.p. 474 1% 469 -10% 1.38mn 9% 1.26mn 11% Adj. EBITDA Margin Net Debt (mn US$) Container Handling Volumes (TEU) * Operating Revenues Revenue & EBITDA (mn US$) 300 58.4% 250 200 150 100 55.8% 152 85 51.9% 152 54.8% 195 107 Quick Facts 59.7% 248 275 59.2% 219 128 148 163 Akfen Holding (50%), PSA (50%) Concession/ BOT / Project Concession period: 36-years, Expiry: May 2043 Value: US$755mn Description 1st export-import and 2nd largest container port in Turkey Capacity Container: 2mn TEU, conventional: 9.75mn ton Operating Performance Handled over 1.38mn TEU in 2013. A sustainable 3.4x GDP growth between 2006-2013E (CAGR 11%) • 79 Financial Performance 50 0 Shareholders 2008 2009 Revenue 2010 2011 Adjusted EBITDA 2012 2013 • • EBITDA Margin Pipeline EBITDA improvement thanks to operational leverage, cost optimization and appreciation of US$ vs TL in 2013 (per TEU income: US$146, per ton: US$5.2) Refinancing to extend debt maturity, simplify covenants and improve financial&operational flexibility: Issued US$450mn Eurobond, maturity 7 years, coupon 5.875% (investment grade ratings from Fitch&Moody’s). Refinanced mezzanine loan with a new US$155mn unsecured senior facility. First dividend payment totaling to USS$50mn in Oct. 2013 US$135mn new investment project to serve bigger ships at port (above 10K TEU) increasing draft from 13.5m to 15.5m and capacity to 2.2mn TEU at the port 8 TAV Airports Financials & KPI TAV AIRPORTS HOLDING Co. Airport Companies Adj. Revenue (mn US$)* Adj. EBITDA (mn US$)* Adj. EBITDA Margin Net Debt (mn US$) Total pax 2013 LfL YoY ∆% 2012 LfL YoY ∆% 1,601 1,413 13% 527 23% 15% 427 18% 33% 3 p.p. 30% 1 p.p. 1,406 21% 1,164 14% 84mn 17% 72mn Service Companies Atatürk (100%) ATÜ (50%) Esenboğa (100%) BTA (67%) Adnan Menderes (100%) Havaş (100%) Gazipaşa (100%) TGS (50%) Medinah (33%) Havaş Europe (67%) Tbilisi & Batumi (76%) O&M (100%) Monastir & Enfidha (67%) 36% IT (99%) Skopje & Ohrid (100%) Security (100%) Latvia (100%) Zagreb (15%) Passenger Traffic Figures 2013 ∆% Quick Facts - TAVHL.IS 2012 ∆% Shareholders Akfen Holding (8.12%), ADP (38%), Tepe (8%), Sera (2%) Expiry - Istanbul: 2021, Ankara: 2023, Izmir: 2032, Gazipaşa: 2034, Tbilisi/Batumi: 2027, Monastir/Enfidha: 2047, Skopje/ Ohrid: 2030, Medinah: 2037, Zagreb: 2042 Istanbul Atatürk Airport 51.3mn 14% 45.0mn 20% Concession/ BOT / Project TAV Turkey Total 72.8mn 14% 63.7mn 32% Description Leading airport operator in Turkey with 49% market share. Tunisia (Monastir + Enfidha) 3.4mn 4% 3.3mn 45% Strong organic and inorganic growth continued in 2013 Macedonia (Skopje & Ohrid) 1.1mn 17% 0.9mn 9% Operating Performance Georgia (Tbilisi + Batumi) 1.6mn 18% 1.4mn 17% Medinah 4.7mn 2% 2.3mn - 83.6mn 17% 71.6mn Total * Adjustments made for guaranteed revenues and IFRIC12 • Financial Performance • • • 36% Pipeline 23% EBITDA growth thanks to operating leverage and favorable FX movements Free cash flow of €293mn, capex of €234mn FY13 net debt increase due to ongoing investments, rent payments and dividend payment in 2013 EUR66mn dividend payment made from FY13 income in March 2014 La Guardia Airport PQ, Bodrum Milas Airport (tender won) 9 TAV Construction Financials & KPI Geographical Footprint & Backlog 2013 LfL YoY ∆% 2012 LfL YoY ∆% Revenue (mn US$) 851 42% 564 -27% EBITDA (mn US$) 62 90% 31 -3% US$37 US$287 EBITDA Margin 7% 2 p.p. 5% 1 p.p. Net Debt (mn US$) -87 n.m. -24 n.m. US$2.5bn -4% US$2.6bn 183% Backlog US$283 Sebha Marina 101 Doha Doha Int. Airport Facility Management Works** MC1 Tripoli Airport Sebha Airport İzmir Int. Airport King Abdul Aziz Airp. Medina Int. Airport Abu Dhabi Airport Riyad KKIA Terminal 5 Airport Damac Towers Emaar Square N1&N2 Structural Total Backlog Country TAVC's Share Dubai Qatar 100% 35% Qatar Oman Libya Libya TURKEY S. Arabia S. Arabia UAE S.Arabia UAE Turkey US$289 Physical Backlog Contract Value Completion 2013 (US$mn) (2013) (US$mn) 197 4,039 66% 100% 57 0 70% 31 0% 0 50% 25% 50% 82%* 40% 50% 33% 1,169 2,103 229 362 765 959 2,942 87% 37% 7% 91% 7% 61% 13% 65 332 109 37 289 287 839 50% 336 7% 164 100% 60% 289 61 4% 2% 283 36 13,481 Medina US$164 Dubai o oMasqat King Abdul Aziz o AbuDhabi o o US$839 US$65 US$109 Geographical Footprint & Backlog Project US$332 2,498 * The contract of İzmir Int. Airport project is carried out 100% by TAV Construction. However, imports within the scope of the contract are conducted through a TAV Airports group company, TAV Ege Terminal Yatırım Yapım ve İşletme A.Ş. The table therefore depicts TAV Construction’s share after the import items are deducted from the total contract value. ** This project is not in the scope of the core business of Doha Int. Airport. It is added as variation order. Operated by third parties US$57 Operated by TAV Airports * King Abdul Aziz Airport is operated by third parties. Quick Facts Shareholders Akfen Holding (21.7%), ADP (49%), Tepe (24.2%), Sera (5.1%) Concession/ BOT / Project Founded in 1997 for the construction of the İstanbul Atatürk Airport, TAV Construction was spun off from TAV Airports Holding on October 10, 2003 Description The 2nd largest Airport Construction Company in 2012 (ENR) • Addition to backlog: In May 2013 tender for the Riyadh King Khaled Airport 5 was won (50% stake in a US$336mn project); in September US$289mn tower project from Damac Properties in Dubai was obtained • 87% of FY13 backlog is 3rd party projects, 97% in MENA Operating Performance Financial Performance EBITDA margin imporved YoY in FY13 thanks to the new projects with higher margins Pipeline Projects on the radar of above US$11bn to sustain sizable backlog (e.g. Kuwait Int’l Airport Terminal 2, ISF Camp/Qatar, Bahrain Airport, Houari Boumediene Airport/Algeria, etc.) 10 HEPP Group Financials & KPI Development of Energy Portfolio H.H.K Enerji PAK Çalıkobası 17.0 MW, 46.4 GWh/yr Kavakçalı 11.1 MW, 44.3 GWh/year Demirciler 8.4 MW, 34.5 GWh/year 2013 YoY ∆% 2012 YoY ∆% Laleli (Dam-type) 101.6 MW, 256.7 GWh/year BT BORDO ELEN YENİ DORUK Dogancay 30.2 MW, 171.7 GWh/year Gelinkaya 6.9 MW, 25.8 GWh/year LALELI Yağmur 9.0 MW, 31.5 GWh/year Doruk 28.3 MW, 75.5 GWh/year ZEKİ Çatak 10.0 MW, 42.5 GWh/year DEĞİRMENYANI Revenue (mn US$) 33 5% 31 Adadağı 4.7 MW, 18.2 GWh/year 77% KURTAL Çiçekli 6.7 MW, 21.9 GWh/yr Artvin EBITDA (mn US$) 22 49% 15 Sakarya 39% Rize Trabzon Giresun Bayburt Erzurum Sivas EBITDA Margin 68% 20 p.p. 48% -13 p.p. Kayseri Aydin Net Debt (mn US$) Installed Capacity (MW) Generation (GWh) 256 15% 142* -5% 451 9% 223 Denizli -5% 150 13% 414.4 84% Muğla Mersin BEYOBASI Otluca 47.7 MW, 224.0 GWh/year Sirma 6.0 MW, 23.2 GWh/year Sekiyaka II HEPP 1 Operational power plants BEYOBASI Power plants under construction Sekiyaka II HEPP 2 1.1 MW, 4.8 GWh/year ÇAMLICA Çamlica III 27.6 MW, 104.5 GWh/year 2.3 MW, 12.3 GWh/year Power plants in planning stage Saracbendi 25.5 MW, 100.5 GWh/year HEPP Portfolio (as of March 2014) Number of plants Installed Capacity (MW) Generation Capacity (GWh/year) Quick Facts OP UC UP TOTAL 9 4 3 16 144.5 82.2 117.4 344.2 600.6 315.5 322.2 1,238.3 OP: Operational, UC: Under Construction, UD: Under Planning * Installed capacity excluding Karasular (sale completed on June 6, 2013) Shareholders Akfen Holding (100%) Concession/ BOT / Project Greenfield investment in renewable hydro power plants, enjoying guarantee price of US$7.3cent/kWh Description 16 hydro power plants with a total installed capacity of 344.2 MW and annual electricity generation capacity of 1,238.3 GWh Capacity Currently, 9 operational HEPPs with 145 MW installed capacity and with 601 GWh/yr generation capacity Operating Performance Financial Performance Other Details Pipeline • • All HEPPs sold to the grid in 2013 and in 2014 as well 2013 electricity generation notably increased thanks to decline in generation halts, higher flow in some plants and addition of new power plants • • Notable improvement in FY13 EBITDA margin Existing loan refinanced with a US$273mn loan in October, improving conditions, paving way for dividend payments. Additionally, US$21mn transferred to Akfen Holding Karasular sale to Aquila completed in June 2013, total sales proceeds EUR60mn (EV: EUR86mn) 3 power plants (117 MW installed capacity) in planning stage 11 Akfen Energy Holding: Mersin Natural Gas Combined Cycle Power Plant Project Power Plant Project Map Mersin CCGT Installed Capacity 1,150 MW Generation Capacity 8,550 GWh/year License 49 years Project Status under Planning Project Completion Mersin Freezone 3km 2017 Mersin CCGT Power Plant Mersin Power Plant Quick Facts Shareholders Akfen Holding (69.75%), Hamdi Akın (29.75%) Concession/ BOT / Project Greenfield investment in combined cycle natural gas power plant Description Combined Cycle Natural Gas Power Plant with a generation capacity of 1,148.4 MW in Mersin Project History • Sale agreement for 58,000 sqm land signed with PA for TL40.6mn. Land is located 4.5km east of MIP and 12 km distance to Tarsus OIZ, near by the sea; supplier is BOTAS • Mersin NGPP’s EIA (environmental impact assessment) studies accepted by the Ministry, EMRA license approval for 1,148 MW capacity obtained on 13.01.2014. • Once Through Cooling Layout Recent Developments Pipeline Firm bids from EPC suppliers currently under review, (final phase) financing discussions are kicked off. Mandate letter signed with IFC and EBRD in October 2013. • Substation works on site and disassembly work of existing fuel oil plant completed, other preparatory works ongoing • Construction to start in 2015, est. capex US$800mn 660 MW Sedef II TEPP in Adana and Akfenres (wind energy) 12 IDO IDO Lines Financials & KPI 2013 YoY ∆% 2012 YoY ∆% Revenue (mn US$) 277 -0.3% 278 12% EBITDA (mn US$) 85 3% 83 5% 31% 1 p.p. 30% -2 p.p. 634 -8% 687 -8% 51mn -1% 51mn -5% 8mn 1% 8mn 1% EBITDA Margin Net Debt (mn US$) Passengers transported Vehicles transported Number of Passenger and Vehicles Transported Quick Facts Shareholders Akfen Holding (30%), Tepe (30%), Souter (30%), Sera (10%) (mn) 2011 2012 ∆% 2013 ∆% Concession/ BOT / Project Privatisation via 100% block sale in June 2011 for US$861mn Number of Passengers 53.6 50.9 -5% 50.5 -1% Description Sea transport business with strong entry barriers. Fast Ferry 6.7 5.7 -16% 6.3 12% Capacity A modern fleet of 55 vessels with a capacity over 36,801 passenger and 2,688 vehicles. Sea Bus 6.5 7.8 19% 7.5 -3% Conventional Ferry 40.3 37.5 -7% 36.7 -2% Number of Vehicles 7.7 7.8 1% 7.9 1% Fast Ferry 1.3 1.1 -15% 1.3 19% Conventional Ferry 6.4 6.7 4% 6.6 -2% • • Analysis of 2013 performance reveal: - Notable improvement at fast ferry numbers thanks to effective trip management - Decline in conventional ferry and sea bus lines - yet, trip optimisation improved occupancy ratios and led to an improvement in operational profitability BTA served 11mn passengers at 74 selling points in 2013 Financial Performance • • Increase in 2013 revenues and EBITDA Unregulated tariff regime for 90% of revenues Pipeline Extensive review of cost structure for further optimisation, enhancing line efficiency and Ambarli pier&ro-ro project Operating Performance 13 Akfen REIT Financials & KPI Development of Hotel Portfolio Tuzla Ibis 2013 YoY ∆% 2012 YoY ∆% Beds: 400 Rooms: 200 Rooms: 317 Rooms: 167 Beds: 634 Beds: 334 22 21% 18 Samara Ibis Rooms: 204 Beds: 408 Beds: 400 Yaroslavl Ibis Zeytinburnu Novotel Revenue (mn US$) Kaliningrad Ibis Moscow Ibis Rooms: 200 Karaköy Novotel Rooms: 177 Rooms: 208 6% Samara Office Beds: 354 Beds: 416 Net Rentable Area: RUSSIA Zeytinburnu Ibis EBITDA (mn US$) 15 36% 11 6% Rooms: 228 Ankara Ibis Beds: 456 Rooms: 147 Trabzon Novotel Rooms: 200 Beds: 400 Beds: 294 Esenyurt Ibis Kayseri Novotel Rooms: 156 Rooms: 96 Beds: 312 EBITDA Margin 70% 9 p.p. 61% -0.5 p.p. Beds: 192 TURKEY Bursa Ibis Kayseri Ibis Rooms: 200 Rooms: 160 Beds: 400 Net Debt (mn US$) 220 Ave. Occupancy Rate 35% 65% 163 -1 p.p. 11% 66% Beds: 320 Izmir Ibis Gaziantep Novotel Rooms: 140 3 p.p. 63 -3% 66 Northern Cyprus Merit Park Rooms: 299 Eskişehir Ibis Beds: 650 61.4% 24 20 16 12 8 4 0 68.1% 66.1% 0.1% 38.3% 12 8 8 10 2008 2009 Revenue 2010 70.3% 60.9% 22 11 17* 11* 4.521 2011 Adjusted EBITDA Beds: 330 Gaziantep Ibis Rooms: 177 Beds: 354 Quick Facts - AKFGY.IS 15 12 11 Rooms: 165 Operational hotels Projects Under Construction 18 17 Beds: 184 Adana Ibis Beds: 216 Evolution of Income & EBITDA (mn US$) Rooms: 92 CYPRUS Beds: 280 Rooms: 108 T-Rev par (US$) 5.000 m² 2012 2013 EBITDA Margin Shareholders Akfen Holding (56.88%)*, free float (29.6%) Concession/ BOT / Project Company was established in 1997 and restructured/registered as a real estate investment company in 2006 Description REIT developing city hotel projects under the brands Ibis and Novotel to be operated by Accor Capacity A portfolio of 20 hotels with a total room capacity of 3,641 • With the most recent opening of Kaliningrad Ibis hotel room capacity reached 2,777 and number of hotels 16. On 20 December 2012, renewed framework agreement, raising lease income, signed with Accor – led to the improvement in EBITDA in 2013 Operating Performance • Financial Performance Revenue and EBITDA margin rose as a result of addition of 2 new hotels, revised agreement with Accor and appreciation of € • Pipeline • 2 hotel project in Turkey are under construction: Ankara Ibis Hotel (147 rooms) due to be completed in 2014 and Karakoy Novotel (200 rooms) due in 2015 Addition of 2 new projects: Tuzla/Istanbul (200 rooms) Moscow (317 rooms) Ibis hotels due in 2015 * 9.5mn shares (5.16%) in free float are held by Akfen Holding 14 Akfen Construction/Greenfield Project – Hospital PPP: Isparta Health Campus Isparta City Hospital Isparta City Hospital General Hospital 450 beds Woman’s and Children’s Hospital 305 beds TOTAL 755 beds Total Construction Area Commercial Area 198,000 m2 55,000 m2 General Information Quick Facts Shareholders Akfen Holding (100%) Concession/ BOT / Project The reverse auction for the Isparta City Hospital tender took place on 22.02.2013 Description After the construction is finalized the Ministry starts to pay TL denominated rent payments called Availability Payments throughout the 25-years operation period. Downside protection due to yearly adjustments in rent (inflation or TL devaluation, whichever higher). The tendered project consists of the construction of the • 755-bed Isparta City Hospital against a lease payment and • the provision of products and services for a period of 25 years Project History The Ministry also asks bidders to provide monthly lump sum fix price offers for the 19 services (6 of which are mandatory, 13 optional), which include services covering in and outside of the hospital building (e.g. imaging, laboratory, sterilization, laundry, security, rapair&maintenance, etc.) Akfen Construction submitted the best “all inclusive yearly price” (AIYP) of TL52.25mn Recent Developments Final AIYP bid of TL50mn submitted to High Planning Council’s approval on 4 September 2013, approval obtained on 30.12.2013, agreement negotiations continue. Pipeline Eskisehir (bid submitted), other mid-sized hospital projects (e.g. Bakirkoy, Uskudar) Ministry of Health, Department of Public Private Partnership has launched tenders for the “Construction and the Provision of Products and Services for City Hospital through PPP Model”. While the construction period defined in the tender documentation varies from project to project (Isparta 2 years), operation period of the Hospital PPP projects are 25 years. Contractor can also construct and operate the commercial spaces. In the past, Akfen Construction has completed other turnkey hospital projects for the government (i.e. Fethiye and Sivas Susehri hospitals). 15 Akfen Construction/Greenfield Project - Real estate: Incek Loft Project Information Project Start Incek Map 4Q13 Project Completion 30.06.2016 Construction Time 30 months Land Area 108,326 m2 Total Construction Area 279,000 m2 Number of Apartments 1,135 Incek Loft Quick Facts Shareholders Akfen Insaat (100%) Concession/ BOT / Project Real estate project in Ankara • Description • • Project Details • • Pipeline New development project in Ankara Incek 108 acres of land is located on the land of an old mine. Project location offers a fine view of Lake Mogan. Gross saleable area of around 200,203 m2 (193,346 m2 residential, 6,857 m2 commercial) Project design carried out by Tabanlıoğlu Architectural Co: • 20-29 folded 6 blocks • Villa or town house style duplex or multi-user 4storey low-rise apartment block of 10 • 7,000 m² of trading area, social facilities and bazaar Current plan is to sell 50% in 2014 and complete construction by mid 2016 Planned investments amount to approx. TL260mn. Urban Regeneration Projects 16 Akfen Water Financials & KPI Akfen Water 2013 YoY ∆% 2012 YoY ∆% Adj. Revenue (mn US$)* 7.3 12% 6.5 -3% Adj. EBITDA (mn US$)* 3.2 3% 3.1 0% 43% -4 p.p. 47% 1 p.p. 8 -26% 10.5 -20% Adj. EBITDA Margin Net Debt (mn US$) Güllük 7,000 Quick Facts 600 m3 6,000 500 m3 5,000 4,000 400 m3 3,000 300 m3 2,000 200 m3 1,000 0 2006 2007 2008 2009 2010 2011 2012 2013 Invoiced Water (m3) Subscriber Thousands Güllük Invoiced Water & Subscriber # Dilovası Shareholders Akfen Holding (50%), Kardan (50%) Concession/ BOT / Project • • Gulluk: Concession for 35 years, start date: 2006 Dilovası: BOT for 29 years, start date: 2008 Description • • Gulluk: Water & waste water utility operator Dilovası: Waste water treatment services Capacity Dilovası: 11,000 m3/day Operating Performance • • 100 m3 • Other Details * Adjustments made for guaranteed revenues and IFRIC12 Pipeline • 2013 Volumes: Gulluk up by 3% YoY at 540K m3; Dilovasi up by 7% at 2.6mn m3 Subscribers: Gulluk: 6,067, up by 10% YoY; Dilovasi 210 OIZ member factories Concession fee: Gulluk: Fixed annual concession fee and revenue sharing Counterparty: Gulluk: Municipality, Dilovası: Industrial Zone management Other organised industrial zones, waste management services, EPC works 17 Akfen Holding Summary Financials (‘000 US$) Revenue 2012 628,858 YoY ∆% -23% 2012 (LfL)1 510,844 YoY ∆% 6% 20132 591,627 YoY ∆% -6% LfL3 YoY ∆% 16% Adj. EBITDA 173,408 -8% 151,374 21% 177,521 2% 17% 28.1% 4.8 p.p. 30.7% 4.6 p.p. 31.3% 3.2 p.p. 0.6 p.p. 369,855 n.m. 364,146 n.m. -11,458 n.m. n.m. 1,016,337 -32% 1,016,337 -21% 1,131,310 11% - 5.87 -2x 6.71 -3.5x 6.37 0.5x - 86,070 -68% 86,070 - 113,167 31% - 2,701,031 -6% 2,701,031 - 2,541,111 -6% - 961,857 58% 961,857 - 835,190 -13% - 739,485 84% 739,485 - - - - Adj. EBITDA Margin Net Income (excl. minority) Net Debt4 Net Debt4/EBITDA Holding-only net debt Total Assets Shareholder’s Equity excl. minority interest Breakdown of Revenue by Segment (%) 2013 0% Akfen Constr. Akfen REIT 2013 2012 TAV Constr. 26% Breakdown of EBITDA by Segment (%) 46% TAV Airports 31% 0% 24% 14% HEPP Group 14% 24% 1% 5% 4% 0.5% MIP 26% Akfen Water 9% 0% TAV Airports 8% 1% 25% IDO Other 13% 13% 23% 5% 3% 0.4% 2012 MIP 1% -10% -5% 43% IDO 32% 14% HEPP Group 9% Akfen REIT 6% TAV Constr. 4% Akfen Water Akfen Constr. -4% Other Eliminations 1% -3% -2% (1) Like for like refers to TAV Airports and TAV Constr. being consolidated with our stakes prior to the sale in FY12 and IDO, acquired in 2011, being included in FY11 (2) 2013 financials throughout this presentation are IFRS11 and IFRIC 12 adjusted (3) LfL 2012 refers to TAV Airports and TAV Constr. being consolidated in FY12 financials with our current stakes and Karasular HEPP (sold in June 2013) only consolidated in 1H12 (4) In the presentation; net debt incl deposits over 3 mth recorded under ‘financial investments’ due to CMB regulations. 18 Financial Overview* FY12-FY13 Revenue 900 700 FY12-FY13 EBITDA US$mn 250 -3 -0.3 500 200 7 4 628 592 -5 -2 -37 173 1 FY12 IDO HEPP Group MIP Akfen REIT Other** TAV TAV Const. Airports FY13 50 FY12 IDO FY12 US$mn FY13 3 6 33 14 -3 TAV Construc. Akfen REIT 10 19 14 HEPP Group MIP TAV Airports Akfen TAV TAV Other REIT Const. Airports FY13 TAV Const. HEPP Group MIP 15 -37 -49 MIP 374 Akfen Const. Akfen REIT 65 HEPP Group Total Assets Breakdown 200 -200 -8 100 293 0 178 -12 Net Profit Breakdown 400 7 6 4 7 150 300 100 US$mn IDO -20 Other -11 Total Akfen Water TAV Airports IDO Other 9% 10% 1% 17% -6% 9% 9% 3%6% 10% 10% 9% 1% 24% 17% 28% 21% 22% * IFRS 11 and IFRS 12 adjusted ** Other consists of Akfen Construction, Akfen Water and companies defined as other companies within our segmental breakdown FY12 FY13 19 APPENDIX 20 Appendix: Turkey - A full Pipeline of Investment Opportunities Turkey has huge infrastructure needs in all sectors especially utilities, transportation and health. Large parties of infrastructure assets are controlled by state-owned companies. Stable economic and political environment strengthened the capital base of Turkish companies and attracted foreign investors, as a consequence investment in infrastructure became very competitive leading to competitive biddings with high multiplies being paid. Infrastructure developers struggling to raise funds for mega projects, with international banks reluctant to finance and a non-existing bond market. 21 Appendix: Turkey - Macro Outlook Macroeconomic Framework Outlook Government Projections - Medium Term Plan 2012 2013 2014 2015 2016 Growth 2.2% 3.6% 4% 5% 5% Inflation 6.2% 6.8% 5.3% 5% 5% Budget Deficit / GDP 2.2% 1.2% 1.9% 1.6% 1.1% Debt Stock / GDP 36.1% 35% 33% 31% 30% CA Deficit / GDP 6.0% 7.1% 6.4% 5.9% 5.5% Turkish Economy reached a 4% growth in 2013 thanks to the strong support from the public sector. According to the governments projections ‘Medium Term Plan’; o growth is estimated as 4% in 2014 o a YoY decline in debt stock/GDP to 33% is expected in 2014. o meanwhile, inflation is expected to decline to 5.3% in 2014. “Investment Grade” theme… Turkey’s sovereign grade rating has been upgraded to ‘investment grade’ by Fitch in November 2012; by Moody’s and JCR in May 2013. GDP & Private Consumption Rate of Change o Turkey’s current sovereign ratings are; 15 • Fitch: BBB- (stable) • Moody’s: Baa3 (stable) 10 4Q13 3Q13 2Q13 1Q13 4Q12 3Q12 2Q12 1Q12 4Q11 3Q11 2Q11 1Q11 4Q10 3Q10 2Q10 1Q10 4Q09 -5 3Q09 • Standard & Poor’s: BB+ (negative) 2Q09 0 1Q09 • JCR: BBB- (stable) % 5 -10 GDP PC -15 -20 22 Appendix: Turkey - Investment Requirement & Deal Sizes To meet Government’s 2023 targets: Deal Sizes >US$3,000mn 4000 3500 US$3,000mn 3000 2500 2000 1500 US$755mn 1000 Priviti satio n of Mersi n Port İstan bul Airpo rt BOT 0 Pipeli ne Proje cts US$306mn Rene wal of Atatü rk Airp… 500 o US$130 billion is required for energy investments o US$40 billion is required for tollroad investments o US$50 billion is required for railways o US$12 billion is required for water and wastewater treatment o US$10 billion is required for solid waste treatment o US$16 billion is required for hospitals 1997 2005 2005 2013 – İstanbul Airport BOT Privatisation of Mersin Port Renewal of İstanbul Atatürk Airport Concession 3rd Bridge & Motorway Electricity Generation Assets High Speed Railways Utility Distribution Assets Over US$300 billion of capital investment required in the next 10 years 23 Investment Landscape - What lies ahead? Observations on Recent Privatizations Prices have gone up significantly o still, indications regarding higher price expectations by the government Akfen Strategy Akfen will continue to pursue privatization opportunities: Izmir Port, IGDAS and Tollroads, etc. Over the next 10 years over US$300bn capex required for BOT projects according to government’s 2023 targets No project finance available from international banks Private businesses with concession/ monopolistic nature are in the radar of Akfen In overpriced transactions, Turkish banks require higher equity contribution and corporate guarantee for financing Akfen would seek to acquire businesses/projects at development stage in order to leverage its execution capability, financing strength and relationship network PPP Projects are on our radar – Hospitals, schools, prisons and railways, etc. Significant concession opportunities could arise at the municipality level (water treatment, waste management, etc.) 24 Appendix: Company Overview - Board of Directors Chairman Hamdi Akın Hamdi Akın founded Akfen Holding, active in construction, tourism, trade and service sectors in 1976. In addition to serving as the Chairman of the Board of Directors at Akfen Holding, in 2005, he also became Chairman of TAV Airports Holding of which he is a founder and a shareholder. Mr. Akın also carried his dynamism and hard work in business to volunteer efforts and non-governmental organizations as a manager and founder of many societies, foundations, chambers of commerce. He has served as Vice President of Fenerbahçe Sports Club, MESS-Metal Industrialists’ Union President of Ankara Regional Representatives Council, President of TÜGİAD-Turkish Young Businessmen’s Association, on the Board of Directors of TİSK-Turkish Confederation of Employers’ Associations, the Board of Directors of TÜSİAD-Turkish Industrialists’ and Businessmen’s Association and has also served as the President of Information Society and New Technologies Commission. Mr. Akın has been serving as a Board Member of Clean Seas Association/TURMEPA since 2011. Executive Member İrfan Erciyas Irfan Erciyas worked as Vice General Manager between 19962002 and as General Manager between 2002-2003 at Türkiye Vakıflar Bankası. He joined Akfen Holding in 2003 as Vice Chairman of the Board of Directors. He is Executive Manager at Akfen Holding since 2010 and is also Chairman of the Board of Directors, Vice Chairman and Member of Board of Directors of several subsidiaries and affiliates of Akfen Holding. Vice Chairman Selim Akın Selim Akın served as Surrey University Turkish Association President in 2005-2006, is a member of the Turkish Young Businessmen’s Association (TÜGİAD), Turkey Anatolian Employees and the Turkish Construction Employers Union. Mr. Akın started his career at Akfen Holding Accounting Department and served in Project Development and Finance Departments. As future director of Akfen Holding, he serves as Member of the Board at Akfen Holding and various subsidiaries and as Member of the Risk Assessment Committee at TAV Airports. Board Member Pelin Akın Şaban Erdikler served in the public sector for six years and later joined Arthur Andersen as a Tax Manager. In 1992, he became the Chairman of the Board of Directors and General Manager at Arthur Andersen Turkey; in 1994, he assumed responsibility over Balkan countries. Independent Member Şaban Erdikler In 2001, he organized the Turkish section of Andersen under Ernst & Young. He chaired the Board of Directors at Ernst & Young Turkey for approximately two years. In 2004, he founded Erdikler Yeminli Mali Müşavirlik Limited Şirketi. Nusret Cömert started his career in 1984 at Shell Company Turkey to become Planning and Economy Manager in 1989, Aegean and Mediterranean Regional Manager in 1994, Sales Manager in 1995 and Shell International Gas and Power Ltd. London Business Development Manager in 1996. In 1998, he became General Manager of Shell EP and Gas Turkey BV and was appointed Executive Director in 2002. Independent Member Nusret Cömert Currently he is the Chairman of Shell Energy A.Ş. He was the pioneer name behind the signing of the agreement of Royal Dutch Shell’s partnership with TPAO in November 2011. Pelin Akın started her career in the Strategy department within the Finance department of Deutsche Bank’s Madrid office and later joined the MT program of TAV Airports. She currently serves as a Member of the Board at Akfen Holding and as a Member of the Corporate Governance Committee at Akfen Holding and TAV Airports. She takes place in different groups of both Spanish Business Council and British Business Council of DEIK, is a member of the Board of Trustee and the Board of Directors at TİKAV, is Vice President of Duke of Edinburgh's Award-Turkey, Chairwoman at the Advisory Board of the Contemporary Turkish Studies Chair founded in London School of Economics and a member of the Young Executive Businessman Association (GYİAD), YPO (Young Presidents’ Organisation) and TÜSİAD. Please find detail information under: http://www.akfen.com.tr/en/kurumsal/yonetim-kurulu/ 25 Appendix: Company Overview - Management Board of Directors 6 Members Executive Board Member İrfan Erciyas Corporate Governance & Early Risk Identification Committees Independent Audit Committee CEO Süha Güçsav Mr. Güçsav who started his career in 1992 in Alexander & Alexander Sigorta Brokerliği A.Ş, worked as Financing group President and Chief executive Officer in Akfen where he started to work in 1994. Mr. Güçsav, who is the Chairman of the Turkish - Singapore Business Council of DEIK, worked as Vice Chairman of Akfen Holding Board of Directors from 2003 till 2010. Mr. Güçsav, who was member of the Board of Administrators both in Akfen Holding between the years of 2010 – 2012 and TAV Havalimanları Holding A.Ş. between the years of 2000 – 2012, is the CEO of Akfen Holding since March, 2010. Additionally, he is also the Chairman of Akfen REIT and Akfen Water, and member of Board of Administrators in Mersin Uluslararası Liman İşletmeciliği A.Ş. and Akfen Enerji Yatırımları Holding A.Ş. CFO Kadri Samsunlu Mr. Samsunlu serves as Assistant General Manager at Akfen Holding and as Board member at various subsidiaries as well as at KOTEDER (Association of Listed Companies). Mr. Samsunlu began his professional career as a Financial Analyst at Türkiye Sınai Kalkınma Bankası and served in various positions between 1995 and 2006 as General Manager and a Board member at Global Holding and its subsidiaries. Before joining Akfen Holding at the beginning of 2009, he spent three years in Romania and Turkey as an investment and corporate finance advisor. Chief Legal Officer Sıla Cılız İnanç Ms. İnanç joined Akfen Holding in 1997. She took part in Public Private Partnership projects in Turkey, focusing on mergers and acquisitions, competition law procedures and the secondary legislation studies of the Public Tender Law. She worked at every stage of build-operate-transfer projects and privatizations in which Akfen and its subsidiaries participated. Her work concentrates on administrative law, concessions and transfer of rights, construction contracts, FIDIC contracts, energy law with special emphasis on renewable energy and the electricity market and corporate law. She also serves on the Board of various Akfen Holding subsidiaries. 26 Appendix: Akfen Holding - Analyst Coverage Company Ak Yatırım BGC Partners Burgan Securities Deniz Invest Erste Securities Istanbul Finans Yatırım Garanti Yatırım İş Yatırım Başak Dinçkoç / Mustafa Küçükmeral Oyak Yatırım Renaissance Capital Hasan Şener Alex Kazbegi / Alexandra Serova E-mail [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] / [email protected] [email protected] / [email protected] / [email protected] [email protected] / [email protected] [email protected] [email protected] / [email protected] Ünlü & Co Vedat Mizrahi / Oytun Altaşlı [email protected] / [email protected] Yapı Kredi Yatırım Elvin Akbulut Dağlıer / Gizem Çelik [email protected] / [email protected] Goldman Sachs Analyst Hakan Deprem Kerem Tezcan Murat İğnebekçili Alper Akalın Sezai Saklaroğlu Gaye Abidin Onur Marşan / Kerim Gököz Eshan Toorabally / Matija Gergolet / Aslı Tuncer 27 Appendix: Akfen Holding - Project Finance Details Participation TAV Airports Funding Details US$700mn non-recourse finance from 11 lenders (lead arrangers: Bayerische Hypo-und Vereinsbank HBV, Garanti Bank, West LB)/ EUR505mn nonrecourse finance from 11 lenders (lead arrangers: Goldman Sachs International, Dexia Credit Local, Garanti Bank) EUR145mn limited recourse finance from 5 lenders (lead arranger: Bayerische Hypo-und Vereinsbank (HVB) /EUR150mn non-recourse finance from 8 lenders (lead arranger: Deutsche Bank) TAV Izmir: EUR103.5mn limited recourse finance from 4 lenders (lead arrangers: West LB, Vakıfbank)/ TAV Ege: EUR250mn limited recourse from 5 lenders (lead arrangers: EBRD, Unicredit, DenizBank, BSTDB) US$54mn limited recourse finance from lead arrangers IFC and EBRD Purpose Date Istanbul Ataturk Airport Dec. 2005/Mar. 2008 Ankara Esenboğa Airport May 2005/Jan. 2006 Izmir Adnan Menderes Airport Aug. 2006/Aug. 2007 Georgia&Batumi Airports March 2008 Enfidha&Monastir Airports June 2008 Skopje&Ohrid Airports Feb. 2010 Medina Airport June 2012 9 Loans from TSKB&Isbank totalling EUR62.5mn Zeytinburnu, Eskisehir, Gaziantep, Kayseri, Bursa, Adana, Beylikduzu, Izmir and Ankara Esenboga hotels between 2008-2013 EUR12.8mn loan from Isbank Karakoy Hotel 2013 EUR13.5mn loan from Ziraat Bankası 3 Loans from CEB, EBRD, IFC totalling EUR44.8mn US$600mn long-term non-recourse project finance from ABN Amro, Unicredit (HBV), GE/Garanti, Is Bankası, and TSKB + US$100mn Mezzanine Finance with Corporate Guarentee US$450mn Eurobond (maturity 7 years) and the maturity of Mezzanine loan extended EUR98.8mn non-recourse senior loan from a consortium of Denizbank, Turkiye Sinai Kalkınma Bankası, Yapi Kredi Bankası, Is Bankası Non-recourse finance of EUR144.5mn senior loan and EUR16.7mn VAT loan from a consortium of Denizbank, Turkiye Sinai Kalkınma Bankası, Yapi Kredi Bankası, Finansbank, Is Bankası TNRC Cyprus Hotel Russia Hotels between 2004-2013 2008-2013 Acquisition of MIP 2007 Refinancing 2013 Akfen Hidroelektrik Santrali Yatırımları A.S. (HEPP2) May 2010 Akfen HES Yatirimlari ve Enerji Üretim A.S. (HEPP1) March 2009 EUR389mn non-recourse finance from 10 lenders, lead arrangers IFC, Standard Bank, RBS, Societe Generale EUR70mn limited-recourse finance from lead arrangers Standard Bank, Halkbank, Demir Halk Bank and OFID US$1.2bn non-recourse finance from lead arrangers Arab National Bank, National Commercial Bank, HSBC SABB Akfen REIT MIP Akfen Energy US$275mn loan from Ziraat Bankası HEPP Group Refinancing October 2013 Akfen Water 2 long-term senior loans with EBRD for EUR16mn* Gulluk and Dilovasi Projects October 2010 IDO Long-term debt facility of US$700mn and short-term debt facility of US$50mn from Garanti Bank, Vakifbank, Is Bankasi, TSKB and Denizbank** Acquisition of IDO June 2011 TuvTurk Senior loan facility Tranche A of US$352mn from ABN Amro and Unicredit Concession Payment December 2007 Senior loan facility Tranche B of US$200mn from ABN Amro and Unicredit Operation Right of Istanbul Concession December 2007 Egeport Long-term debt facility of US$20mn from Sekerbank, later refinanced with IFC Egeport 2003 * EUR10.5mn for Dilovası, EUR2.5mn for Gulluk utilized. Remaining avaliable amount (EUR3mn) is not utilized and cancelled. ** End 3Q11 part of US$100mn of senior debt assigned to EBRD, short term debt paid back; remaining debt of US$650mn as long term facility and US$50mn mezzanine facility from EBRD 28 Appendix: Akfen Holding – Strong Track Record of Profitable Exits Akfen Holding Exits Investment Disposal Year Amount (US$) Year Amount (US$) IRR ROE Ege Ports 2003 1.3mn 2005 5.7mn 196% 4.5x TUVTURK 2005-2008 43.4mn 2009 156.7mn 107% 3.6x TAV Airports (IPO & Pre-IPO) 1997-2009 163.1mn 2007 989.7mn 53% 6.1x TAV Airports (ADP) 1997-2009 227.4mn 2012 965.7mn 36% 4.3x HEPP II Pirinçlik (Kardemir) 2006-2010 9.7mn 2010 13.1mn 33% 1.4x HEPP IV (Karasular) in Euro 2007-2013 52.6mn 2012/2013 59.8mn 9% 1.2x 29 IR Contact Aylin CORMAN Investor Relations Manager Thank ThankYou… You… [email protected] Tel: +90 212 319 87 00/3025 Fax: +90 212 319 87 10 Web Site e-mail Phone www.akfen.com.tr [email protected] +90 212 319 87 00 Address AKFEN HOLDING A.Ş. Levent Loft – Buyukdere Cad. No:201 K.11 34394 Levent, Istanbul - TURKEY Disclaimer This presentation (the ‘Company Presentation’) is not and should not be considered as a recommendation by Akfen Holding A.Ş., (the “Company”) or any other person in relation to the Company, nor does it constitute and should not be considered as an invitation or an offer to purchase securities of the Company or any of its assets. This Company Presentation is confidential and is solely for the use of the directors of the interested parties (the “Recipient”). The Recipient agrees to keep confidential the information contained herein. In addition, this Company Presentation may not be photocopied, reproduced or distributed to others in whole or in part at any time without the prior written consent of the Company. Upon request, the Recipient will promptly return or destroy all material received from the Company (including this document) without retaining any copies, excerpts or Recipient made summaries thereof or work derived there from. The issue of this Company Presentation shall not be taken as any form of commitment on the Company, or any other person in relation to the Company to proceed with any transaction nor shall its contents form the basis of any contract. The information contained herein has been prepared to assist interested parties in making their own evaluation of the Company and does not purport to contain all of the information that the recipient may desire or require to make a decision to proceed with further investigation of the Company. Interested parties should conduct their own investigation and analysis of the Company and the data and no representation or warranty, whether express or implied, as to the accuracy or completeness of this Company Presentation is made or given by the Company, or any other person in relation to the Company and, except in the case of their own fraudulent misrepresentation, the Company shall have no liability for any other representations (express or implied) contained in, or for any omissions from, this Company Presentation or any other written or oral communication transmitted to the Recipient in the course of the recipient’s evaluation of the Company. This Company Presentation includes certain statements, estimates and projections provided by the Company with respect to its anticipated future performance. Such statements, estimates and projections reflect various assumptions made by the Company concerning anticipated results, which assumptions may or may not prove to be complete, correct or accurate. This notice shall be governed by and construed in accordance with Turkish Law. By accepting this Company Presentation, you agree to be bound by the above conditions and limitations.
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