Investor Day 2020

May 20, 2020

Slides

Ladies and gentlemen, good afternoon. Welcome and thank you for joining Exor Investor and Analyst Conference Call. Please note that a presentation is available for download on Exor website, www.exor.com, under the Investors and Media Events and Presentations section. And any forward looking statements Exor management makes are covered by the Safe Harbor statement included in the presentation material. As a reminder, all participants are in a listen only mode. Later, there will be a brief question and answer session. Please note that this conference is being recorded. At this time, I'd like to turn the conference over to our host, Chairman and CEO, Mr. John Elkin. Sir, you may now begin. Thank you very much. I would like to thank you all for being on our call today. And I hope you all are safe and your families and loved ones are well in these extraordinary and difficult times that we have been living through. I would like to start today's presentation by COVID-nineteen, which is what we have all been living with in the last months. Our priorities in this time have really been first and foremost to the people who work with us and in our companies to protect their health, their employment and their livelihoods. We made clear that this being a crisis, we needed effective processes in place to manage the extraordinary consequences of the pandemic. And finally, we at EXOR and in all our companies paid extreme attention on ways to preserve our liquidity and to increase it. In these extraordinary times, what I would like also to share with you is the incredible work that has been done in our companies for our communities. We have been very present in making sure that we could come to help to the healthcare system in moment of need. And that was the first priority both with equipment and also with Real Health. And also secondly, to make sure that we could address the needs of who was more in necessity. The initiatives that we have been part of have been many. And I would like to express my gratefulness to our colleagues in our companies and also thank our Boards and our leaders for the sacrifice they've made that all have made in our companies to make sure that we could protect our companies and also our communities. In the recent weeks, we have been shifting our focus in our companies from crisis management to going back to work. And I can say with pride that all our companies and our associates working in them have really been at the forefront of trying to be creative, imaginative, innovative in finding ways in which in all security and mitigating the risk of COVID-nineteen, we could go back to work and service our customers. And we have done this also in our businesses in close coordination with our partners, our suppliers and our dealers. What I would like also to address today is to give you more insight in what has happened in our companies and the investments that we have made or are making. I would like to start with Partner E. As you all know, last week, Covea has decided not to honor its engagement in the MoU it had signed early March. And I wanted to share with you the excitement, the genuine excitement that Partner has and we have of the future ahead. We have been focused since last week when we announced that we were proudly going to keep owning Partner Re for the future to really look at the market opportunity that has presented itself as the market is hardening. Hardening of the market in the insurance world means that pricing are moving up. And we are transitioning from a soft market to a hard market, which already was in the brewing having had three difficult years. And we were seeing on one side due to capital scarcity that prices were going up. What this pandemic is doing for the insurance and reinsurance industry, it's creating conditions in which these prices increase are substantially going and becoming higher. Partner E is among the companies with the highest solvency ratio in excess of 250% at the end of Q1. Just to give you a comparison, Swiss Re is at 200% and SCOR 210%. The company has a liquidity in excess of CHF 10,000,000,000. And the losses that we have incurred linked to COVID-nineteen for Q1 were of CHF 18,000,000 and they were mainly due to event cancellation and we expect small underwriting losses for the remainder of 2020. The Life and Health business, which is a priority for us going forward in growing is underexposed to mortality risk, hence to the pandemic risk. And we believe that we are on a good track to growing profitably this business, which complements well our P and C and Specialty business. And finally, a lot of effort has been put in place to build a third party capital business, which we think will give us additional means to deploy alongside Partner East capital in this market environment. So I would like to leave you with a positive outlook for the industry and an even more positive one for partnering, who is very well positioned in this moment in time to seize the opportunity of a hardening market. I would like now to address the ongoing process of the FCA PSA merger, which was announced last year. And I'm very excited about the work streams that have been ongoing. The merger is going ahead and the rationale of the combination between FCA and PSA is even stronger today under the circumstances that are impacting the car industry. I'm very pleased that the regulatory process is going ahead well and we believe that we are following the timeline that we had indicated by being able to get to the merged company at the latest in 2021. And as yesterday at the AGM of PSA's shareholders, FFP, which is the holding company of the Peugeot family, they are as encouraging about the prospect as we are and we are very happy to be alongside FFP and the Peugeot family in this exciting adventure where both our companies and our families have been historical founders of these two companies. We have had during this crisis changes happening in CNHI, where on the back of disappointing results of 2019 and with the emergency that occurred facing the COVID-nineteen crisis, we had to take action on leadership. I am very grateful to my colleague, Suzanne Haywood, who in addition of her Chair role has stepped in as Acting CEO and is ensuring proper stability both operational and financial to ensure CNHI is doing everything it can in this crisis. As we look forward to a permanent CEO and for the bright future of CNHI as it prepares itself to become two distinct companies, one in the off highway business and one on the on highway business. During this period of time, we have gone ahead with the acquisition of JD, who is the leading media company in Italy. We announced the acquisition in April of the 54% that was owned by Chir and the launch of a mandatory tender offer. On the back of that, we changed the leadership team in order to accelerate the digital transformation where the sense of urgency on the back of the COVID-nineteen crisis is even more acute. And it's early days, but these weeks we've already seen a noticeable change in the speed of execution towards an exciting digital transformation that JD is well positioned to profit from. We also announced the investment in Via. Despite the difficult environment, we stood behind our words and committed going ahead with what we believe is a very exciting company and one who will become a great company and are very looking forward our partnership with its founders who are operating this business. And we believe that this is a model in which we have had experience in the past with successful investments in Banyj and one we did in Weld Tech, where we believe that we can become a partner to owner operators, where as a minority shareholder, we would be able to contribute to the successful growth of these companies and then becoming great companies that as you know from our Investor Day last year in November is the purpose of Exor. So we've been very busy, not only addressing and facing COVID-nineteen, but also with the many initiatives and projects we have. One of them is one which we have discussed in the past and we have operationalized a fund, which is open for our own proprietary capital and will remain such both for Rexor and Partner Re, where we selected 50 family controlled companies, which we believe is a way of investing our liquidity, where we believe that we can outperform the market, but also an increase in our knowledge on how great family companies are built and run. So this is something which I've shared with you in the past and that we have completed and have been able to start investing in the crisis that we are living in where the strength of the selection we've made of the 50 companies and their resilience has been put to test in this moment in time. I would like now to pass to our CFO, Elrico Velano to walk you through our financial give you a financial update on our gross debt, our liquidity at the moment. Thank you. Thank you, John. Good morning, good afternoon all. At the April, Exxor issued a new private placement with maturity ten years and for an amount of €500,000,000 Including the new issuance, the Exo gross debt at the April 2020 amounted to €4,200,000,000 of which €500,000,000 with short maturity and €3,700,000,000 with long maturity. The weighted average cost of long term bond debt equals to 2.5% with an average maturity of seven years. Compared to 2019 year end, the gross debt has increased of €790,000,000 of which €290,000,000 short term bank debt and €500,000,000 of long term to increase the cash available. At the December 2019, Exxor had cash available on bank accounts excluding €366,000,000 of cash and cash equivalents for a total amount of EUR $423,000,000. In the 2020, Exxor decided to increase cash available issuing a new bond for EUR 500,000,000 and drawing down uncommitted credit lines for EUR $290,000,000. Including the dividends already cashed in from Ferrari and Panmere and deducting the investment in JD and India, financial and general expenses, dividends to shareholder in line with the previous year and the bond maturing November 2020, euros 200,000,000. The cash available at the end of the year will be €500,000,000 excluding cash equivalent for a euro of €300,000,000 and committed credit lines for about 500,000,000 I will pass to you John now for the closing remarks. I would like to reinforce that we've been in business for many decades, for centuries and have gone through many different crisis. And out of each term, we have learned a lot and that has made us stronger. And what I'd like to share with you is that the objectives that we've given ourselves for the decade ahead when we had the opportunity of exchanging that with you on the back of the first decade of EXOR in its current configuration remain unchanged. I would also like to emphasize that the last of our four values, which we discussed at our Investor Day, courage and responsibility comes very true in this moment in time. And I am very proud and grateful that among my colleagues, among our companies, both in our Boards, in our leadership teams and our associates have proven that this is a value that we all share in Exor and our company. I look forward answering any questions you have and I'm very grateful for your participation in this extraordinary times. Thank you. We will now begin the question and answer session. And your first question today comes from line of Liz Melietis of Bank of America. Please go ahead. Hi, good afternoon, gentlemen. Thank you for taking my questions. If we could start on partnering KEVEYA. I was just wondering, firstly, there has been some press reports, but if you could just confirm whether, KEVEYA actually came to you guys and approached you guys in regards to the deal rather than the other way around? And secondly, once COVID really kicked off and we all recognized that this was going to be a global pandemic and there were significant implications to that. Was there any room for negotiation in terms of pricing from either your side or Covera? Or was any particular party completely unwilling to waiver and just walked away from the deal? And then thirdly, do you think that there's any room for Covera maybe to come back once things settle down and they've recessed the market to potentially look at Partner E again or indeed any of the other reinsurers just as there's not that many competitors of a similar sort of size, I imagine it'd be really difficult for them to actually make an acquisition of Partner E size. Thank you. Elizabeth, thank you for the great questions and always happy to read what you write about Exor and about our reinsurance business. As I mentioned in my letter, Partner REIT came with an unsolicited offer early this year. So this was definitely not an offer that we were contemplating. It is an offer that came to us and it was a very good offer for Rexor and for partnering. Secondly, when we announced COVID-nineteen was already known, as you remember, we announced in March and had been defined as pandemic. So this was a known then as we announced. And thirdly, We were in dialogues during the whole month that were leading to our MOU to be transformed in a SPA contract on the back of the authorization of the Workers Council. And during all these period of time, so from March to May, the signaling of changes was never done by COVEIA. So the fact that they did not honor their engagement came to us as a surprise. Will they come back is something I don't know. But what I can assure you is that first, the reason why we acquired and fought very hard to acquire Partnere, which was to have a different business to the ones we have and to have a different cyclicality has proven to be right in this crisis. And secondly, as much as most of our business are suffering from COVID-nineteen, Partner Re is in an industry where COVID-nineteen is going to accelerate what was becoming a favorable pricing environment. So I would argue that the value of Partner E is higher today than it was pre COVID-nineteen. Thank you very much. That's very clear. Thank you. And our next question today comes from line of Martino D'Ambroshi of Equita. Please go ahead. Thank you. Good morning, good afternoon, everybody. The first is on just a generic question on the strategy. During your Investor Day, you mentioned that you are not in a hurry to find new investments. In the past six months, you invested in Via and J. V. Quite small compared to your size. But could you take advantage of the current environment to accelerate maybe some investment or the loan to value preservation today is the main priority. You want to Martin, do you want to ask me all the questions or do you want me to answer one by one? No, no. Okay. I can ask everything. So the second is on Partner Re. You already answered many points. But I think clearly now our core asset is back in the portfolio. But would you be willing for a merger? And the third and fourth question, I know it's a critical issue, so it's inevitable the question. I don't know if you can talk about it, but the issue is quite debated in the past few weeks concerning the extraordinary dividend of the FCA. So the two questions are, is there any pre agreed mechanism to adjust the dividend in some specific events, for instance, the failure of ForeSia spin off? And more recent, and presumably without an answer because the state guaranteed loan was not issued yet, is there any implication on the extraordinary dividend for the state guaranteed loan? Thank you. So we don't think that the market is cheap, Martino. There are pockets of value, for example, in the leisure and tourism industry, but then you need to have a clear underwriting on what the prospects are, the oil and gas and some commodities. So we've been in our financial investments being capturing some of those opportunities. In terms of acquisitions for Rexor, as I mentioned in November, we will be patient to wait for the right opportunity. What I had mentioned in November was that we had from just would give us a firepower of EUR 1,900,000,000.0. If you subtract from that EUR 400,000,000 that we invested in JD and Via, that leaves us with EUR 1,500,000,000.0. And that is the firepower that we believe we have. And those are backed by having decided that in this environment, while we were planning to reduce our debt to CHF three billion, we felt that the market is giving us opportunity, as Henrico mentioned, of funding ourselves long term at interest rates as the 500,000,000.0 private placement proved it. And so we believe that we can have a higher leverage of close to EUR 4,000,000,000 without compromising our LTV and maintaining our firepower, which was a CHF 1,900,000,000.0 minus CHF 400,000,000, which is CHF 1,500,000,000.0, which we could deploy if we felt that we'd see interesting opportunities that could very well be in the lines of making a full acquisition or a controlled acquisition like JD or a partnership like Via. On Partnering, we think that the opportunity of the market is so compelling that a merger would be a distraction. So we would not be today interested in any talks of mergers. And I honestly think our competitors neither as really what the industry is focusing now is to get ready and equipped for the cycle of the market in a hardening environment. Finally, on the contractual terms, we entered in a binding combination agreement with PSA that was announced last year. As Mike Manley said on the Q1 earnings calls, the terms of the deal have not been changed. Have FCA and PSA have publicly released last week a joint press release where they stated the importance of the merger and even more so in this environment and proceeding to that end in Q1 twenty twenty one, as I said before. And the words that the Chairman of FFP, Robert Peugeot mentioned yesterday, clearly go in that direction. Finally, on the loan that is being negotiated, FCA issued a clear press release on Saturday. This is a loan, which is really designed to help the automotive sector in Italy, which you know is a very important part of the Italian economy, 7%, more than 10,000 companies. And it's an innovative and effective mechanism that Banquingtesa has been working on supported within the legislation that has been approved by the Italian government and looking at it for the car industry and the ecosystem linked to the car industry, which obviously takes into account FCA being the largest component of it. Those are ongoing talks and their benefit is for the industry and that is very coherent with what is happening in other countries, which have important participation of the car industries in their economies. And we believe that the opportunity set exiting this crisis for the merged company FCA PSA is a great one if we're able to capture the transition the car industry is going through. This is valid for companies as it's valid for country. Okay. Thank you. Just a follow-up on the last point. I thought the loan could be used just for temporary free cash flow absorption, but seems to be three year the duration. So my interpretation was not correct. So because you are looking for something for a longer period of time. I said, Martino, this is a facility that is being designed to help an industrial component of Italy. And the terms are being today discussed and it's really being led by BanquenTesa as they will be the ones providing the liquidity for the supply chain and the ecosystem in the car industry in Italy. Okay. Okay. Thank you. Thank you. And our next question today comes from the line of Christoph Van der Kahlen from Value Square. Please go ahead. Hi, good afternoon, Mr. Elkan. Thank you very much for taking my questions. I'm very encouraged to see that you started the family fund. We actually focus on the same thing, the strength of family shareholders. I'll be very curious to see which companies you invest in. I have two questions. One is on Partner Re, the impact of COVID. I have read many reports of the impact of COVID on the insurance industry, not so much in what happens in the future, but more what will happen in terms of claims and damages. Do you have any view could you give any numbers what you see happening in the industry related to business interruption and these things? And what is the exposures to Partner Re? And the second question, which you have partly answered regarding the FCA PSA deal, is still you also mentioned in annual report how many shares of PSA would be exchanged for the new company. But it's not entirely clear to me which of the conditions that are being negotiated, which have been set in stone, which have been written in clay and which have been written in sand, so to say. I hope the analogy is clear, but it would give me a better idea to see what can still change and what cannot change anymore in this deal as I understand you are both looking forward to consume this deal? Thank you very much. So these are two great questions. We believe that COVID-nineteen is not impact won't impact Partner Re. And as I said, for Q1, the number was EUR 18,000,000 of losses due to event cancellation. And we don't expect in 2021 to have major losses. This is different for other companies in case some have a very strong Life and Health business and they would have a high exposure to mortality risk, it clearly would be different. And the reinsurance casualties that would be linked to business interruption is a very difficult one to be determined, because this is true if you have a cat event. For example, if a hurricane touches the ability of your business to operate, it's not clearly defined within a pandemic. And so how you establish that and the time for that to be established is very uncertain. So as we've been looking at it, it's really been more on the positive side for Partnere due one to the type of business Partner E has underwritten in the past. And secondly, to having a very strong liquidity in its investment portfolio. As I mentioned before, we have EUR 10,000,000,000 of liquidity within our portfolio. The question on the terms that you raised on PSA are binding. There is a combination agreement that was signed. It was a clear cash and equity deal to reach a fifty-fifty equity deal between FCA shareholders and PSA shareholders of which Exor will result owning 14%. And it was designed in a way in which you would have contributed to that aim of a cash and equity deal to get to fifty-fifty. So it's set in stone as contracts binding in their nature are. On the family business on our family company fund. This is an idea which we've shared with you over the years, being a family controlled company ourselves and controlling companies through Exor, we've seen that family control companies tend to outperform the market. And so we had been spending a lot of time on this topic, want to learn about it, but also to find a better way to invest in the market, especially when we had disruption like the one that occurred. What we've done is we've selected these companies to get to 50 and we have done that with very clear quantitative criteria of good sound businesses, both from their return on capital, from their cash conversion and from the solidity of their balance sheet. So these are quality businesses and they all are family controlled. And we have selected 50 of them that compose our fund and we will be reassessing these 50 companies on a yearly basis. So the basic thesis is high quality business, family controlled, screened them, selected 50, had a qualitative thinking on them as an overlay to the quantitative one and created a fund for our own capital at Exor and Partner E and have started to deploy in a modest way to date. And we believe that this will provide us opportunities to do better than if we were invested in the equity market in aggregate, which as you know, our stated objective is for NAV per share to outperform the MSCI World Index in euro and also to be able to learn more how great family companies are built and operated. Thank you. Thank you. And our next question today comes from the line of Andrea Bologna from Mediobanca. Please go ahead. Yes, good afternoon. Good morning. Thanks for taking my question. My first question is about the Partner Re. In the past, you mentioned about a return on equity target in the range of 10 to 12%. Just wondering if this is still confirmed? And if you expect to present any updated business plan for Partner E in the very short term? My second question is about C and H. How long do you expect the hiring process of a new CEO may last? Do you foresee any delay in the hiring process due to COVID or you are confident to close this process in the short term despite the outbreak? And my very last question is a follow-up about FCA. I'm really sorry about that. I've lost your answer to my colleague. My question is about the special dividend distribution of €5,500,000,000 We had some perspective mentioning that FCA request of a state backed credit facility may prevent or freeze any dividend distribution, including the special one. Can you give us your view about that? So I will answer to the first and the last question, and we'll let my colleague, Suzanne Haywood address CNHI. The I confirm what we said about our expected returns of Partner E over the cycle. And we've had three difficult years, the last years and hopefully the next three will be better ones. We are not planning to we are not planning any business plan update of Partner E in the near future. We will have in 2021 our Investor Day. As you know, we generally alternate one year with our investor Institutional Investor and Analyst Call after our AGM, which we hold today. And we do our Investor Day, the second year. So very likely within the Investor Day, we will be speaking about Partner REIT and hopefully more than speaking about its future, we look forward speaking about its present then, which should be a more prosperous one than the recent past. On FCA, as I mentioned before, there is a clear binding combination agreement of a merger that was designed between its equity and cash component to get to a fifty-fifty parity. And that is what both parties are committed to get through. The moment in time we're living makes this transaction even more important to achieve. And the facility that you have mentioned are very much linked to the automotive industry within Italy, where FCA has a large presence, but it's one of the countries in which we have a large presence. As you well know, the country which has our biggest presence is in North America and primarily in The U. S. And all the mechanisms that are being put in place are very much linked to the countries in which they're put in place and for them to be designed for their industries to have the required liquidity needs to go through this moment in time. Thank you. John, I will pick up on the second question, as you said, which was on the appointment of the new CEO for CNHI, this is Susan Haywood. Just to say that the process for the appointment of the new CEO is underway. It is being led by the governance committee at CNHI as you might expect. Headhunters have been appointed for that process. And we don't currently see any reason why that process should be unduly delayed. Obviously, we will be doing it as you might expect on video conference and that sort of approach, but there's no particular reason why that process should be delayed. Of course, depending on who we decide to appoint, they may have personal circumstances or other commitments, which may affect when they can start, but there's no particular reason why that should be an extended process compared to a normal CEO appointment. Thank you, Susan. Thank you. Thank you. Your next question is a follow-up from Rose Miliotis from Bank of America. Before taking that question, Elizabeth, I really would like to thank Suzanne for stepping up in taking over as acting CEO. And really, I really want to thank her and compliment in the leadership that she's provided the company in these very difficult circumstances in stabilizing the company and making sure it can progress for the bright future it deserves. Thank you. And now your question from Liz Meliatus. Please go ahead. Thank you. Just a follow-up question. At the Investor Day last year, we talked a little about the excess capital that sits within Partner E and that sort of excess on top of any regulatory requirements or even company buffers that you would have in there. Is there any is it consistent or has it changed in terms of what you would do with that excess capital? Will you potentially distribute it up to Exor? Or will you keep it up keep it down in partner for investment there? And then secondly, you seem very cautious on investments in this kind of environment, but when it does come time to potentially making acquisitions, once COVID gets a bit more under control. What sectors are you interested in? Just recognizing that last year, you did give us color, there were the focus was actually quite broad. So I was just wondering if there was any more understanding of was there any particular sectors you were particularly keen on? Thank you. So we believe that the opportunity set today is really to keep excess capital net of dividend out. So we would define with the company to make sure that we can capture at best this underwriting cycle. We think that the opportunity set will very much depend of as I mentioned in November, we don't want to be prescriptive of where we would be looking to acquire a company or to make an investment. And as we enter also a different moment in time on the back of what we are all living, I think it's important for us to be thoughtful about the implication and also how that impacts possible tailwinds and redefines headwinds. And the combination of our conviction around tailwinds and a good opportunity in terms of value will very much dictate what type of company we will end up acquiring or investing in. Okay. Thank you. There are no further questions at this time. I would like to thank you all for your trust in Exor and for being close to us. I wish you all to stay healthy and be well and looking forward to seeing you in person next year for our Investor Day. Thank you all. Thank you. Ladies and gentlemen, this concludes today's conference. Thank you for participating. You may now disconnect.