Fevara Plc · LSE:FVA
Fevara — Carr's Group — Merger or Acquisition (August 2022)
32 slides from Fevara's merger presentation, Aug 31, 2022
Slide 1: Shareholder Presentation
SH A R EHOLD ER PR ESENTATION Peter Page, Executive Chairman Neil Austin, Chief Financial Officer 31 August 2022
Slide 2: Introduction – Peter Page, Executive Chairman
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 INTRODUCTION – PETER PAGE, EXECUTIVE CHAIRMAN 2
Slide 3: Disclaimer
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 DISCLAIMER This presentation contains confidential information regarding Carr’s Group plc (the "Company"). This presentation, and any ancillary documents relating to it, any oral presentation and any question and answer session (together, the "M
Slide 4: Carr's Group at a Glance
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 CARR’S GROUP AT A GLANCE The Group has market leading brands and robust market positions in Agriculture and Engineering supplying customers in over 50 countries, with manufacturing sites in the UK, Germany and the USA, managed in three divisions
Slide 5: Strategic Review to Enhance Shareholder Value
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 STRATEGIC REVIEW TO ENHANCE SHAREHOLDER VALUE CARR'S GROUP IS A PORTFOLIO OF BUSINESSES IN THREE DIVISIONS Revenue Statutory Capital* Adjusted Adjusted EPS 2019-21 Gross Profit Employed Operating 2019-21 Division Ownership Average 2019-21 Februa
Slide 6: Strategic Review: Historical Group EBITDA
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 STRATEGIC REVIEW TO ENHANCE SHAREHOLDER VALUE CARR'S GROUP IS A PORTFOLIO OF BUSINESSES IN THREE DIVISIONS Revenue Statutory Capital* Adjusted Adjusted EPS 2019-21 Gross Profit Employed Operating 2019-21 Division Ownership Average 2019-21 Februa
Slide 7: Strategic Review: Review Process, Current Position
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 STRATEGIC REVIEW TO ENHANCE SHAREHOLDER VALUE CARR'S GROUP IS A PORTFOLIO OF BUSINESSES IN THREE DIVISIONS REVIEW PROCESS Revenue Statutory Capital* Adjusted Adjusted EPS Division Ownership 2019-21 Gross Profit Employed Operating 2019-21 CURRENT
Slide 8: Strategic Review: Strategic Considerations
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 STRATEGIC REVIEW TO ENHANCE SHAREHOLDER VALUE CARR'S GROUP IS A PORTFOLIO OF BUSINESSES IN THREE DIVISIONS REVIEW PROCESS Revenue Statutory Capital* Adjusted Adjusted EPS Division Ownership 2019-21 Gross Profit Employed Operating 2019-21 CURRENT
Slide 9: Disposal of the Agricultural Supplies Division
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 DISPOSAL OF THE AGRICULTURAL SUPPLIES DIVISION CARRS BILLINGTON SHAREHOLDING Carr’s Group Edward Billington Carr’s Group Edward Billington 51% 49% 49% 51% Carrs Billington Agriculture (Sales) Limited* Carrs Billington Agriculture (Operations) Li
Slide 10: Disposal: Valuation Up to £44.5m
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 DISPOSAL OF THE AGRICULTURAL SUPPLIES DIVISION CARRS BILLINGTON SHAREHOLDING Carr’s Group Edward Billington Carr’s Group Edward Billington 51% 49% 49% 51% Carrs Billington Agriculture (Sales) Limited* Carrs Billington Agriculture (Operations) Li
Slide 11: Disposal: Sale Structure
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 DISPOSAL OF THE AGRICULTURAL SUPPLIES DIVISION CARRS BILLINGTON SHAREHOLDING Carr’s Group Edward Billington Carr’s Group Edward Billington 51% 49% 49% 51% Carrs Billington Agriculture (Sales) Limited* Carrs Billington Agriculture (Operations) Li
Slide 12: Disposal: Strategic Considerations
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 DISPOSAL OF THE AGRICULTURAL SUPPLIES DIVISION CARRS BILLINGTON SHAREHOLDING Carr’s Group Edward Billington Carr’s Group Edward Billington 51% 49% 49% 51% Carrs Billington Agriculture (Sales) Limited* Carrs Billington Agriculture (Operations) Li
Slide 13: Disposal: Sale Structure and Strategic Considerations
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 DISPOSAL OF THE AGRICULTURAL SUPPLIES DIVISION CARRS BILLINGTON SHAREHOLDING Carr’s Group Edward Billington Carr’s Group Edward Billington 51% 49% 49% 51% Carrs Billington Agriculture (Sales) Limited* Carrs Billington Agriculture (Operations) Li
Slide 14: Principal Terms of the Proposed Disposal
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 PRINCIPAL TERMS OF THE PROPOSED DISPOSAL Use of proceeds Valuation Enterprise value (including contingent £89.0m consideration) Expected net cash proceeds c.£29.6m FY2021 combined adjusted EBITDA £13.8m Multiple EV/EBITDA 6.4x Retire debt £20m 5
Slide 15: Speciality Agriculture Positioned for 8-10% Earnings Growth
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 SPECIALITY AGRICULTURE DIVISION IS WELL POSITIONED FOR 8% - 10% ANNUAL EARNINGS GROWTH 2019 – 2021 3 YEAR AVERAGE Revenue £63.8m % Gross Profit 24.4% Adjusted EBITDA £8.9m 15
Slide 16: Speciality Agriculture: Organic Growth 2022-2027
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 SPECIALITY AGRICULTURE DIVISION IS WELL POSITIONED FOR 8% - 10% ANNUAL EARNINGS GROWTH 2019 – 2021 3 YEAR AVERAGE ORGANIC GROWTH 2022-2027 Revenue £63.8m 1. Upgrade and expansion of UK manufacturing capacity to enable: % Gross Profit 24.4% • Gro
Slide 17: Speciality Agriculture: Diverse Mix of Markets
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 SPECIALITY AGRICULTURE DIVISION IS WELL POSITIONED FOR 8% - 10% ANNUAL EARNINGS GROWTH 2019 – 2021 3 YEAR AVERAGE ORGANIC GROWTH 2022-2027 Revenue £63.8m 1. Upgrade and expansion of UK manufacturing capacity to enable: % Gross Profit 24.4% • Gro
Slide 18: Speciality Agriculture: Market Leading Brands
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 SPECIALITY AGRICULTURE DIVISION IS WELL POSITIONED FOR 8% - 10% ANNUAL EARNINGS GROWTH 2019 – 2021 3 YEAR AVERAGE ORGANIC GROWTH 2022-2027 Revenue £63.8m 1. Upgrade and expansion of UK manufacturing capacity to enable: % Gross Profit 24.4% • Gro
Slide 19: Speciality Agriculture: Use of Proceeds
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 SPECIALITY AGRICULTURE DIVISION IS WELL POSITIONED FOR 8% - 10% ANNUAL EARNINGS GROWTH 2019 – 2021 3 YEAR AVERAGE ORGANIC GROWTH 2022-2027 Revenue £63.8m 1. Upgrade and expansion of UK manufacturing capacity to enable: % Gross Profit 24.4% • Gro
Slide 20: Speciality Agriculture Growth Opportunities: R&D, Partnering, Acquisition
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 SPECIALITY AGRICULTURE GROWTH OPPORTUNITIES THROUGH RESEARCH & DEVELOPMENT, PARTNERING AND ACQUISITION Trends in ruminant Technology Sector Solution Carr’s current position agriculture Molasses block Dairy • Reduction in feed cost by more grass,
Slide 21: Engineering Division Positioned for Strong Earnings Growth
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 ENGINEERING DIVISION IS WELL POSITIONED FOR STRONG EARNINGS GROWTH AS THE NUCLEAR SECTOR SUPPORTS ENERGY AND DEFENCE SECURITY 2019 – 2021 3 YEAR AVERAGE Revenue £50.3m % Gross Profit 31.3% Adjusted EBITDA £6.9m 21
Slide 22: Engineering: FY21 Revenue by Geography
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 ENGINEERING DIVISION IS WELL POSITIONED FOR STRONG EARNINGS GROWTH AS THE NUCLEAR SECTOR SUPPORTS ENERGY AND DEFENCE SECURITY 2019 – 2021 3 YEAR AVERAGE FY21 REVENUE BY GEOGRAPHY Revenue £50.3m £9.7m £28.1m % Gross Profit 31.3% £13.5m Adjusted E
Slide 23: Engineering: Orderbook
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 ENGINEERING DIVISION IS WELL POSITIONED FOR STRONG EARNINGS GROWTH AS THE NUCLEAR SECTOR SUPPORTS ENERGY AND DEFENCE SECURITY 2019 – 2021 3 YEAR AVERAGE FY21 REVENUE BY ENGINEERING ORDERBOOK GEOGRAPHY £44.2m Revenue £50.3m £9.7m £40.7m £38.8m £3
Slide 24: Engineering: Activities, Growth Drivers and Key Markets
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 ENGINEERING DIVISION IS WELL POSITIONED FOR STRONG EARNINGS GROWTH AS THE NUCLEAR SECTOR SUPPORTS ENERGY AND DEFENCE SECURITY 2019 – 2021 3 YEAR AVERAGE FY21 REVENUE BY ENGINEERING ORDERBOOK GEOGRAPHY £44.2m Revenue £50.3m £9.7m £40.7m £38.8m £3
Slide 25: Compelling Market Opportunity in Nuclear Sector
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 COMPELLING MARKET OPPORTUNITY WITH CARR’S WELL POSITIONED IN THE SECTOR Market Opportunity Location Carr’s current position • Patented Mechanical Stress Improvement (MSIP) • Lifetime extension of existing plants as part of • Worldwide technology
Slide 26: Trading Update, August 2022
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 TRADING UPDATE, 5 AUGUST 2022 • Overall trading performance is in line with the Board's expectations for the full financial year • In Speciality Agriculture, sales margins were notably improved in all markets. Volumes in the UK and Ireland remai
Slide 27: Summary and Timetable
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 SUMMARY AND TIMETABLE SUMMARY Resources and investments concentrated in Speciality Agriculture and Engineering: • Realises value for shareholders • Higher profit margins • Better return on capital employed • Provides funds for growth investments
Slide 28: Further Information
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 FURTHER INFORMATION We invite you to contact us to arrange a telephone call or a meeting, either in person or on Microsoft Teams Peter Page and Neil Austin will be available up to the end of Thursday 8 September 2022 Please contact Louise Barker
Slide 29: Appendices
SH A R EHOLD ER PR ESENTATION APPENDICES
Slide 30: Group Financials: By Division
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 GROUP FINANCIALS: BY DIVISION SUMMARY HISTORIC INFORMATION OF THE AGRICULTURAL SUPPLIES DIVISION FY 2019 FY 2020 FY 2021 H1 2022 £’000 £’000 £’000 £’000 Revenue 296,295 280,740 297,506 158,723 Adjusted operating profit 5,858 5,860 6,627 3,821 Op
Slide 31: Sources
CARR’S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022 SOURCES 1. USDA (US Department of Agriculture) 2. AHC (American Horse Council) 3. AHDB (Agriculture and Horticulture Development Board) 4. DEFRA-UK Gov (Department for Environment, Food and Rural Affairs) 5. BETA ( British Equestrian Trade Assoc
Slide 32: Carr's Group plc
Carr’s Group plc Old Croft, Stanwix, Carlisle, Cumbria, CA3 9BA, UK Telephone: +44 (0) 1228 554600 Email: [email protected] or [email protected] www.carrsgroup.com Alternatively contact Powerscourt on +44 (0) 20 7250 1446 Email: [email protected] or Sam.Austrums@powe