Good morning, everyone, and thank you for joining us today. We have prepared a short presentation about the transaction, and we will go through the slides quickly in order to leave more slides for Q&A. Today, on the call, we have Rafał Brzoska, CEO, Michael Rouse, CEO International, and Adam Aleksandrowicz, CFO. Rafał, Michael, over to you.
Thank you, Gabby. Good morning, everyone. I'm very happy to share a significant development in our UK operations, finally. We announced that we have strengthened our partnership with Menzies, a leading logistics provider in the UK, through the acquisition of a minority equity stake. Just a quick reminder, as you know already, in recent months, we faced growth limitations, prioritizing the delivery of a high-quality product to our clients and, unfortunately, lacking of capacity with the first-party providers. By joining forces with Menzies, we overcome these constraints while adding that capacity and enhancing our ability to serve our clients' needs. In my opinion, this strategic move enables us to provide the best quality service to our clients, leveraging Menzies' expertise and infrastructure, and of course, geographical coverage.
Moreover, it literally empowers us to scale up our operations, exploring new markets and driving our company's growth in the U.K., being vertically integrated with the whole logistics chain. We are super confident that this acquisition will have a very transformative impact, allowing us to exceed expectations, strengthen our position in the market, but also create new opportunities for success. As you know, Menzies is the only company in the U.K. providing logistics capabilities for more than 360 days a year, 7 days a week, which becomes super unique in comparison to third-party providers existing on the e-commerce market. Thank you for joining us today. I'm passing now to Adam and Michael to share more details about the transaction and, of course, later on, being ready to answer any question.
Adam, the floor is yours.
Morning, everyone. Very, very quickly, just a brief overview of the transaction structure. We have entered a share purchase agreement with Menzies shareholders to acquire 30% of equity and 30% of voting rights in Menzies Distribution Group Limited. The acquisition price is fully cash-settled, and the cash consideration for the 30% is GBP 49.3 million. Furthermore, as part of that transaction, InPost have secured a call option to acquire the remaining 70% of the equity in the company, over the period of 3 years, commencing today, so commencing immediately post the initial acquisition.
What is important is that call option can be exercised at any time during the 3-year call option period, and the decision around the execution of the call option is fully at InPost's discretion. In terms of the governance post-transaction, InPost is granted 2 non-exec director seats at Menzies' board of directors, and will also retain certain decision rights over the strategic decisions, very customary catalog of, important investments, JVs, et cetera. There will be no change to the effective management of Menzies as a result of this transaction, and, the Menzies will be managed as is today. The operations will not change.
Also, what is important, the commercial trade agreement that we have entered with Menzies earlier this year will continue as is on an arm's length basis, again, no changes to how this relationship operates as a result of this transaction. Summarizing this, as Rafał mentioned, blocking this partnership and creating closer ties with Menzies, but most importantly, I think securing ability and full decision around, execution of the call option for the remaining 7% creates for InPost an avenue to find a resolution for bringing logistics capabilities for the UK in-house, and utilize the very robust Menzies asset base. That's the short coverage of the transaction structure.
I'm now handing over to Michael, to provide the business rationale behind this transaction. Thank you.
Thank you, Adam. Good morning, everyone. Let me just take you through a few slides now to highlight, really the backbone of what Menzies is providing our UK business and sort of the overview of the structure of Menzies today. Today, as Rafał already mentioned, Menzies is operating a national network over 360 days a year, servicing the full UK and Ireland market, but more importantly, offering a seven-day service to all of that region, which really gives us a unique point of selling as we think about our opportunity for B2C as we expand the offering. Today, they're covering 47,000 daily deliveries across the UK and Ireland as part of that national network. The infrastructure to deliver that is really a network of over 100 locations.
They have one central hub and nine regional hubs that really gives us immediate scale and ability to accelerate the U.K. business, backbone by 3,200 vehicles and 5,000 employees. What also is quite unique about this relationship, as we've seen in the commercial agreement already, is that Menzies already touched on a number of locations and potential commercial partners that we today, InPost, operate as part of our landlord estate. Retailers such as Tesco, Sainsbury's, Co-op, Morrisons, WHSmith, to name a few. Really, we see potential avenues of acceleration around our network, as well as broadening our commercial partnerships together. Finally, an important lever here is clearly the experienced logistics management team that is already today operating Menzies with, significant experience from companies such as DHL and Royal Mail.
What is Menzies? Today, Menzies is 3 divisions. Going on to the next slide. The first part of Menzies is the newstrade business, where they today service daily the newspaper and magazine industry with 21,000 delivery points on a daily basis. Key customers clearly are some of the major supermarkets that touched on the previous slide, but also a large, significant independent retailer base, again, really covering the same points of distribution that we're already having a high proportion of our locker estate today. They have also a developing express business, which is a national B2B final mile parcel delivery business, touching 26,000 locations across the UK and Ireland, with clear capabilities to deliver D+1 and D+2 services.
Clearly, the infrastructure for both first mile and last mile is really underpinned in this newstrade and express business. Where we see the immediate opportunity already in terms of shared assets, infrastructure, and potentially leveraging and locking synergies for both businesses. Finally, is Menzies Distribution Solutions, which is principally their warehousing and line haul transport and middle mile business with long-standing blue chip customer relationships. On the next slide, let me touch on really the partnership and transaction rationale. There are clearly a significant amount of different sort of opportunities we've identified. Clearly, the commercial relationship that we've been working on over the last number of months is actually really cemented and really give us concrete view to sort of what we can leverage.
Clearly, the immediate opportunity is nationwide coverage and high density. The capacity to immediately scale the business for InPost, it really to meet the growing consumer demand without immediate CapEx. The synergies I've already talked about. Clearly, we want to accelerate our speed and market momentum due to the volume increase we've seen and the challenges we have faced in the last few quarters with capping our volume. Clearly, our focus now is on locking the growth in the booming parcel segment and clearly to operate as that disruptor within the U.K. business. As we think about sort of the future, clearly we already see the immediate impact that this has provided to our business in the last few months, as we have sort of unlocked the potential.
Really touching on the last slide, on the left-hand side here, you can see the APM utilization as we've unlocked potential with Menzies as we entered the commercial relationship. Really, what I'm showing on the right-hand side is actually the immediate jump we've seen in the volume as a consequence, and really these early phases of May and June, as we've really gone to market now in an accelerated fashion. This is an exciting time for our UK business and one that really gives us strong conviction to make this investment. Really, what we're bringing to market now, firstly, for consumers, they will have a secure, low cost, environmentally sustainable way of sending and receiving parcels. For suppliers and publishers, they will have a fast, cost effective, and robust, sustainable route to market.
For retailers, we're now bringing a new alternative seven-day-a-week, 360 days a year, sustainable and efficient alternative route to market. Let me stop there and now open it up for questions. Thank you.
As a reminder, if you would like to ask a question or make a contribution on today's call, please press star one on your telephone keypad. To withdraw your question, please press star two. We will take now our first question from Muneeba Kayani from Bank of America. You can go ahead now. Thank you.
Good morning, gentlemen. Muneeba Kayani from Bank of America here. 2 questions from our side, please. First, what does today's transaction mean for UK business outlook overall? Does this change your path towards break even this year? Our second question is, what is the advantage that you receive in an equity ownership versus the previous commercial agreement you had with Menzies? Thank you.
Let me firstly comment, and then, Adam, feel free to add anything on top. Good morning. Firstly, if it doesn't change our outlook, in fact, it gives us, conviction on our outlook, in terms of heading for breakeven for Q4. Really, I think the... Clearly, we've just announced the partnership today, and so clearly we've already been working with Menzies for the last few months, when really we started retail conversations to really confirm and accelerate our business model, but no real change to outlook at this point. When-- Sorry, what was the second question?
Sorry, we just wanted to find out what is the advantage you receive from an equity ownership versus the previous commercial agreement you had with them?
Yeah. Clearly, the commercial agreement was done at an arm's length position. Now, as effectively a shareholder in Menzies, one, it ensures both parties are fully aligned and committed to the future and outlook of how we see growing the business. Two, clearly with the non-executive director positions that we've taken on their board, we can really ensure both parties remain aligned, but we work collaboratively together on the future roadmap, both for the Menzies business, but obviously how we want to steer the InPost business in sort of the future view.
I think maybe just building on this, I would probably look at this investment as the first step of securing the mid to long-term perspective of owning our own logistics in the market. As such, I think, as Michael said, no changes to the short, term outlook. We will operate as we operated since May on an arm's length basis. Strategically, that gives us, visibility around how we make sure, we are a fully integrated player in the U.K. market in the midterm.
On top of what Adam and Michael said, bear in mind that no one else on the UK market may provide 360+ days a year delivery for e-commerce, which makes us a very unique asset on two dimensions, not only automated out-of-home leader, but also the fastest and most accessible network for the merchants. In the UK, the key constraint still remains the capacity constraint, and of course, a big challenge to provide next-day deliveries, which for Menzies is literally bread and butter service. Those elements are critical for our mid to long-term strategy for our UK market.
We'll take now our next question from Sathish Sivakumar from Citigroup. You can go ahead now. Thank you.
Thanks for the presentation. I've got three questions. First is actually, yeah, you've gone from promotional partnership into a 30% stake in a short span. Why not 100%? Why 30%? What is that stopping you from getting 100% right now, rather than in 3 years' time? The second one is, when you say D+1 and D+2 capabilities, that means is have it today, is it related to B2C or is this more on B2B? The third one, with this transaction or with this partnership, how much more runway you have in terms of ramping up APMs without needing any further investments in the U.K. not on the APM side, but on the, say, first or middle-mile capabilities?
As of Q1, you got about 5,000 under APM. Just want to get a context, like how much more you can ramp up there. Thank you.
Let me take the first question, maybe. Again, I would go back to the statement I made, at the very beginning of this call. I think, the fundamental importance of the deal structure is the 70% call option and our ability to exercise at any time. That secures us, really, the ability to take control of 100% of the business when we need it. The 30% initial acquisition actually allows us, to pace the investment and to manage, the leverage in a proper way. As we said, in the short term, nothing changes. We pretty confident around our ability, to hit the break even towards the end of this year.
I think the visibility together with the Menzies partnership and the current investment is even better than it was before. I think we're in a, in a good place and, we've concluded, the critical for us is to have that ability to control, to take the 100% when we need it. But at this point in time, in the short term, simply there was no need to do that. We believe, the way it's structured is optimal from the control versus visibility versus leverage perspective for the business.
Okay. Thank you, Adam. Let me take just the last two. Sathish, good morning. On the D+1 and D+2 capabilities, I think Rafał already mentioned this. Menzies today are already delivering from a newspaper and publisher point of view, visiting in most locations at least once, if not twice a day. Pre-6:00 A.M. and post-7:00 P.M. Already that ability to deliver in a D+1 environment, certainly to a locker location where there is a high coverage overlap, even on our existing network with our existing last mile and first mile routes, already exists. The second is the predominant business today for Menzies when it comes to deliveries outside of news traders, mainly B2B.
Today, they service again, a good handful of B2B clients that I've already identified on the slides, again, on a daily basis, for the majority of the country. The opportunity is there for us, certainly from a locker, perspective and out-of-home perspective, to really complement the existing, route mapping and route planning that, they already do today. When it comes to the final question, when it comes to potential, I think we've highlighted this before, Sathish.
Clearly, we're over the 5,000 mark today in the U.K. The U.K. market is so large, and the potential is so significant, even with 20,000 lockers in the ground like we have today in Poland, we still wouldn't have the enough capacity to serve, more than sort of single-digit figures in terms of market share within the market. Clearly, our, what this does is give us capacity and ability to grow the coverage beyond our core regions from a national point of view. Clearly, we've been heavily focused in predominantly London, Greater London, Greater Manchester and Greater Birmingham. Now, this natural coverage will give us the ability to expand, as well as provide a more meaningful B2C coverage opportunity beyond the current returns and C2C business that we do today.
Yeah, got it. Yeah, thanks. Thanks for the clarification. Thank you.
We'll take now our next question from Sam Bland, from JP Morgan. You can go ahead now. Thank you.
Thanks for taking the question. I have two, please. The first one is just on that point, actually. You talked about Menzies giving you nationwide coverage. We've said before around sort of importance of three cities, I think, London, Birmingham, Manchester. Can you just talk about how, I don't know, the sort of coverage or density of the Menzies network around those three locations in particular? The next question is, I guess, Menzies delivers to, I think we said 20 something thousand locations. Is the expectation to still primarily deliver InPost volume to APMs, or could you deliver InPost volume to some of these other, I don't know, whether it's news agents or something that Menzies is delivering to every day? Thank you.
Sam, let me comment on the first comment. T oday, Menzies has got over 100 locations across the UK and Ireland. Actually, nearly over 90 in the UK alone. From a density point of view, actually, their overlap with our current regions is quite strong. I think when we did a mapping exercise, we were very much in a +90% overlap in terms of existing locations, their coverage, and what we need to do. Clearly, today, just for reference, we won't take full advantage of the full 100 locations. We will only leverage today, based on current volume and trajectory, only 40 locations.
That shows you one, sort of where we are today and what opportunity there is, most importantly, to expand and scale, without the further need of further CapEx investment, et cetera. That's the first element. On the second, question, actually, to deliver to APM, I think it provides both options, actually. First and foremost, is delivery to APMs. Again, there's a really high overlap with their, current delivery schedules, both on the newstrade and the existing express business. From that perspective, clearly, the express business tends to do major deliveries on B2B to supermarket chains, where we have nearly more than half of our estate. The news tends to deliver to independent, locations, where again, we have sort of, half of our flow. There's a really strong overlap and synergy.
Today, I think I've mentioned before, we've already started testing PUDO. Really, as we accelerate and scale the network, we've seen that PUDO is a really efficient, CapEx-light way to accelerate the speed, while we play catch up with APMs just from a deployment base. Really, we're leveraging both now today in the U.K. market, and clearly, the opportunity with Menzies and their relationships, both with the supermarket, chains and independents, provides opportunity for both APM and immediately for PUDO as we need it.
Yeah, understood. Sounds good. Thank you.
We'll take now our next question from Robert Johnson from BNP Paribas. You can go ahead now. Thank you.
Good morning, everybody. A couple of questions from me, please. Firstly, on the call option, can you just confirm, would that be at the same price that you've just paid for the 30% stake? The second question, just on Menzies profitability. We can see from UK Companies House, that Menzies produced EBIT of around GBP 25 million in 2021. Could you maybe just confirm what EBIT was in 2022, which hasn't been disclosed yet? Thank you.
Yeah. On the call option price, the price almost definitely will be a different price. The price mechanics is going to be based on the future Menzies financial performance, and therefore, I would expect it to be a different price. We can't comment on the exact price mechanics. The second question is, obviously, as 2022 results of Menzies have not been released yet, we cannot comment on the number, unfortunately.
All good. Thanks, guys.
Thank you.
We take now our next question from Henk Slotboom, from The IDEA. You can go ahead now. Thank you.
Good morning, all, and thanks for taking my questions. two, if I may. One is on the environmental side, as it's always been very much at the center of InPost, yeah, story, we are environmentally friendly. You now get access to a fleet of 3,200 vehicles in the UK, and sooner or later, they will have to comply with the environmental rules as well. How far is Menzies in that respect? Don't you run the risk that within the three years or after three years, that you exercise the option to buy the other 70%, that you get stuck with the bill of having to green the fleet? That's my first question.
The second question relates to focus. I'm impressed what I see about the activities that Menzies has. A lot of the activities are new to InPost, and certainly complementary to InPost. I also see some bulky stuff, which I wouldn't associate with the business of InPost. I don't know how big it is within Menzies, and what are your plans in that respect going forward? Those were my questions. Thank you.
Yeah, happy to answer the first question. I mean, this is exactly opposite because every parcel has to be delivered to the recipient. Menzies is visiting point by point network, means, on one hand, they are purely out-of-home oriented business. It's not door-to-door. On the other hand, their vans with news trade business, they making literally a route with the newspapers to the agents, and then they are coming back as empty vehicles. By combining two networks, our business with their business, first of all, we are filling the trucks in a better way. The shrinking news trade business is filled with growing B2C e-commerce, out-of-home InPost business.
On the other hand, when the cars are coming back to the depots, they are collecting the returns and the C2C parcels from our lockers, optimizing even more the use of the vehicles. The ESG profile will become even more green than it is today. By the way, Menzies, similarly to us, is part of an agreement where we already committed to reduce to zero the CO2 emission until 2040. Not many companies are providing that kind of commitment in Europe, and Menzies is alongside with InPost, two of those who already committed to that. Passing to Michael for the other questions.
Yeah, sure. I think just to clarify on the second question, as I understood it, as we look at sort of the business and the different components, I think clearly today, we're a minority investment, and, Menzies will continue to run their business. Clearly, our focus today is to grow our InPost business, and we've created the exclusivity and component of this to really sort of ensure we accelerate and get that attraction with Menzies. Clearly, we have a three-year view in terms of triggering the call option, clearly we have the option at this point to consider as we think about the development of the business, sort of those components that you raised.
Clearly, we don't really want to interfere with Menzies development of that business. It's clearly an important part, and we clearly need to support that growth. Clearly, the focus here is to support the InPost growth and really develop the business model with Menzies to complement their existing business model.
Thank you. That's clear. If I may squeeze in a follow-up on the environmental question I asked. I see the rationale you're making about trucks returning now with something in it as well, rather than empty. Could you share with us what % of the fleet of Menzies is already electrified or will be electrified in the next few years? I assume that the trucks are running on HVO instead of normal diesel or whatever. Perhaps you can shed some light on that as well. Thank you.
Yeah, I don't think we can share that detail at present. They have started a electrification process. Clearly there's commitments to do that, but clearly we're not at the disclosure to publicize that at this moment in time.
Yeah, I think the most important message, is they are part of the SBTi agreement, which implies a very strict rules, in terms of the CO2, the CO2 carbon neutrality. That's, part of their current commitment and plan. That's what I said. You know, InPost, similarly, as part of SBTi agreement, is super committed to become carbon neutral until 2040. Being part of it, being an owner, a co-owner, whatever, is just strengthening our commitment, as both companies already chosen that right path to CO2 emission reduction.
Okay. Thank you very much.
We currently have no questions coming through on the phone. As a final reminder, if you would like to ask a question, you can press star one now. There are no further questions on the phone, we will now hand to you the questions on the webcast. Thank you.
The first question on the webcast has come from Flavio Schuster: How will the acquisition be funded, and what is the EBITDA margin of Menzies?
Yes. As we mentioned, not really in a position to comment Menzies financials. Acquisition is fully funded from our own cash, no additional kind of debt being drawn for this transaction. It will have an impact on the net debt position, looking at our, current financial performance and also relatively low materiality of that transaction, the impact on the leverage ratio is going to be very, very marginal. That's it.
A question from Piotr Łopaciuk from PKO Bank: This is a purchase from existing shareholders or a new issue of Menzies?
It's a purchase of existing shares from existing shareholders. They remain at a 70% position post-acquisition.
Another question from each, from Peter, is: What is the tangible book of acquired business? Any other indication of the value, and what is the basis for the acquisition price?
Obviously, the basis was, it was essentially based on the EBITDA multiple, but also obviously on our own internal DCF model and DCF evaluation of that business. As we mentioned, business is cash generative. It's, characterized by relatively good visibility around the cash flows and ability to generate cash going forward. In terms of net asset value or tangible asset book value, we're not in a position to comment.
Our last question from the webcast comes from Matthias, from Thomson Reuters. He has a few questions. How is the exclusive partnership going to reflect on financial statements in the coming quarters for InPost? The second is InPost planning to utilize the option to acquire the remaining 70%?
Yeah. obviously, the fact we secured the option, I think, implies that, we do have an intention at some point in time to seriously consider executing that option. In terms of impact on the financials short term, over the next couple of quarters, as this is minority investment, it's really an associate company. It is not going to be consolidated in InPost financial statements or InPost group financial statements for the quarters to come.
That's been all our questions from the webcast, so I'd like to pass back for any closing remarks.
Yeah. Thank you very much, guys, for joining the session. That is a tremendous milestone for the company, I really must say. I would just compare it to, most probably to our IPO or Mondial Relay acquisition. Why is that? The answer is very simple. Our capacity has definitely revealed the full potential right now, thanks to that collaboration. Quality, geographical coverage. Yes, we were focused on top three clusters, but this was literally limited by the third-party providers, who hadn't got that ability to provide us full nationwide coverage.
We are stepping up in the whole development right now, like we stepped up when 5 years ago, we decided in Poland to go with our lockers into small towns and rural areas, where the new potential, the new wide space potential, has been literally revealed and accelerated our boosted our volume development and profitability. Quality for and coverage, next day deliveries, all those elements, including more than 360 days delivery ability, expands our competitive huge competitive angle versus the competitors. You may just, link the dots. That's a new potential for our margin expansion as well. We are super happy with that investment. Yeah, we reiterate our short-term guidance for our break-even ambition for UK.
The probability of that has massively increased, thanks to today's event. Thank you once again for the attention, for joining us, and, yeah, coming back to work.