D'Ieteren Group SA (EBR:DIE)
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Apr 28, 2026, 5:35 PM CET
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Earnings Call: H1 2024

Sep 9, 2024

Operator

Ladies and gentlemen, welcome to the D'Ieteren Group 2024 H1 Results Conference Call. Throughout the call, all participants will be in the listen-only mode. Afterwards, there will be a question and answer session. Please note that this call is being recorded. Today, I am pleased to present Francis Deprez, CEO, and Edouard Janssen, CFO. Gentlemen, please go ahead.

Thank you, and good evening to everyone. I'm actually here together with Edouard, but also together with Amélie Coens, our Chief Legal Officer, and Nicolas Saillez, our Chief Investment Officer, and of course, Stéphanie Voisin, our investor relations, and Bram Geeroms, our new addition to the investor relations team as well. So a good evening to everyone. Before we're gonna go through our usual semestral results publication, and highlights of that, you may have noticed that we have a second announcement to make today, and I would like to start with that one. It's actually about a planned reorganization of the family shareholding for long-term stability at the D'Ieteren Group. It is quite logical for family companies that once in a generation, they look at ways to simplify the shareholdership going forward.

We are at that moment within the D'Ieteren Group. The family shareholders, Nicolas D'Ieteren and Olivier Périer, who are two family shareholders, have come to an agreement to concentrate the family ownership into one single branch around Nicolas D'Ieteren in particular. A logical evolution, very much so, but one that for us as management and for all of us optimally positions us really for the future, because it will allow us for the decades to come, as a long-term-oriented investor, to continue to execute our strategy efficiently and to continue to create value for all our stakeholders. So for us as management, very good that we cement and anchor the family for the decades to come. It gives us lots of stability going forward.

The second component of this once-in-a-generation shareholder reorganization is that there will also be an exceptional cash return to reward all shareholders. Today, in the board of directors of D'Ieteren Group, a proposal has been made that will be put forward to a Special General Assembly to accompany all of this with a proposed extraordinary dividend of EUR 74 per share as a reward to all group shareholders for their continued support after the value creation in the recent years. The third component, and I'll give you more details about this in a minute.

The third component of the reorganization is that we'll be putting in place the financial structure built on the strength of the D'Ieteren Group, because the envisaged operation foresees a combination of using the cash available at the group level to also raise some debt at the D'Ieteren Group level and to also do some additional financing at the Belron level. And fourth, but not least, we also confirm fully the strategy of the D'Ieteren Group herewith.

We will continue to pursue the strategy that has been successful for us in the past, fully supporting each and every one of our businesses in their own development, be it through organic growth, through both on acquisitions, operation improvements, and the like, while gradually ramping up again our strategic investment capacity, as we have done in the past and will continue to do so in the future.

Concretely speaking, what will happen? Well, the idea is that Nayarit, the family office of Nicolas D'Ieteren, will acquire 16.7% of the shares that SPDG, the family office of Olivier Périer, holds, at a price equivalent to EUR 223.75 . That includes a dividend per ordinary share. In doing so, Nayarit will be able to increase its stake to 50.1%, ensuring the anchoring and the long-term stability of the family shareholding, as I mentioned before. SPDG will retain 10.6% of its shares in the D'Ieteren Group, and then exit gradually over the next five years going forward. Speaking about the exceptional cash return overall to all shareholders, I talked about the EUR 74 per share. That actually constitutes about EUR 4 billion as a total amount.

So the financing structure that is building on D'Ieteren Group's strength is basically gonna create the available liquidity or use the available liquidity at the D'Ieteren Group, take on EUR 1 billion of debt under the form of underwritten bank loans at the level of D'Ieteren Group, which we expect to repay half of which in the next two years, so quite rapidly, really. Belron then intends, and Belron already has its financing in place, but it intends to refinance its existing loans and also to issue EUR 3.8 billion additional debt, which will bring it to a leverage ratio of 5.5 times.

And that will allow it, together with its available liquidity, to fund an extraordinary dividend of EUR 4.3 billion, of which, given our stake of 50.3% in Belron, would give us access to EUR 2.2 billion for the D'Ieteren Group. We do expect a deleveraging in the years to come, both at the D'Ieteren Group level and at the Belron level. If you just look at the track record of the past, there's no reason to expect this to change going forward, and so this deleveraging is to be expected. I'm confirming the strategy, no specific numbers to quote on that, but it goes without saying that it is absolutely crucial in this whole reorganization.

Now, in terms of percentages on page four, on the left you see how this looked like pre-transaction, and on the right you see how it looks like post-transaction. So Nayarit will go from 33.4% to 50.1%, and the 27.3% from SPDG, and in first instance, would go to 10.6%... and then will be progressively disposed of in an orderly manner in the next years on a best efforts basis. The free float in the short term doesn't change, but could, of course, go up a little bit depending on how this goes in the years to come. And also the treasury shares this year assumed to be stable. In practice, how does it work, to basically upstream, or generate a cash return to shareholders? On page five.

As you can see, starting from the bottom, the exceptional dividend that Belron would offer of EUR 4.3 billion would be offered to all its shareholders, including ourselves, D'Ieteren Group. That would be EUR 2.2 billion. Then we would add the other elements that I mentioned before to that, and which will allow the EUR 74 per share, so EUR 4 billion exceptional dividends to all D'Ieteren Group shareholders, moving upwards. In terms of free cash flow generation on page six, again, starting at the bottom of the page, Belron can use its EUR 500 million available liquidity, will refinance its existing loans, will have access to additional debt of EUR 3.8 billion if market conditions permit. All that together basically would create a total debt of EUR 8.9 billion and a leverage ratio of 5.5.

If you look at historical evolution, Belron has had strong free cash flow generation, and there's no reason to believe this would change going forward. So this will contribute to a deleveraging, and also the ability to continue to pay ordinary dividends from Belron to its shareholders in the years to come. At the D'Ieteren Group, we have available liquidity of about a good EUR 800 million, if I exclude the shareholder loan of Moleskine. We will add to that EUR 1 billion of underwritten bank loans, half of which will have a short maturity, a two-year maturity, and that one we expect to repay within the next two years, and then another one, other half, would have a five-year maturity.

But also there, we expect, given the cash Upstreams from the different businesses that we have in the group, to be able to use that to reduce the debt situation in the years to come. And of course, the EUR 2.2 billion extraordinary dividend that would then come from Belron contributes to that as well. On the dividend front, from the D'Ieteren Group perspective, we will. I mean, this extraordinary dividend represents, of course, many years of a usual dividend, if you think about it. But for the years to come, and that we will do for the first time in March next year, we will rebase our dividend going forward and then follow our normal dividend policy again, which is to be stable and to keep growing after that.

But we'll do that from a rebased amount that will be fixed in March next year. Or actually proposed in March next year, and then fixed at the General Assembly in May, June of next year. So page seven, this is all in a continuation of the growth story that we have been pursuing as a group. I don't have to elaborate on that. I think that speaks for itself. On page eight, it's important to point out that as a publicly quoted company, we have, of course, followed here the Belgian code for companies, and in particular, Article 797, Paragraph four, where we have appointed an ad hoc committee of independent directors within the D'Ieteren Group's board of directors.

Francis Deprez
CEO, D'Ieteren Group

That ad hoc committee has, with the assistance of independent fiscal, legal and financial experts, come up with an advice. That advice has been presented to the board of D'Ieteren Group today, actually, as we were sitting together with the board of directors today, covering certain aspects of the operation, which you can consider as related party transactions. That's where the role of the independent directors really came into play. Now, based on the thorough analysis, the board of directors has discussed all this today and this afternoon, and has come to a full support of the envisaged operation, which is the reason why we can announce all of this, here today.

As key takeaways, before I move on to the numbers of H1 2024, this, the reorganization of the family shareholdering basically anchors the family ownership for the decades to come, optimally positioning the group for continued success. It happens in an unchanged strategy at the group and of each of our businesses. There is a proposal for an exceptional cash return to shareholders of EUR 74 per share, as I mentioned. We have a strong track record of free cash flow generation that, going forward, should allow also for a good deleveraging at the group and at Belron. Last but not least, the dividend, as I mentioned, will be rebased after this exceptional distribution, and then we will link again with the previous policy of at least a stable dividend year on year thereafter.

With that, I suggest we move to the H1 results of 2024. The key messages here, there's basically three, plus one, small addition. One is that our adjusted profit before tax group share is up 6.4% to EUR 585.5 million. Second, and I think we're particularly happy with that, that we have almost tripled our free cash flow group share. It has basically generated EUR 540 million in the first half of 2024. And thirdly, we confirm hereby our mid- to high-single-digit growth in adjusted PBT Group share. As we have given that guidance at the beginning of the year, we are confirming that for the entire year. We are also announcing that we're planning to organize three years after the last one, a New Investor Day.

The last one was in April 2022, and we will do this in May 2025, the next investor day. Now, in terms of the key highlights, I will jump right away to maybe the graphic charts on page four of the numbers presentation. The top line growth has been at plus 5.8%, mainly driven this time by 7% growth at PHE, followed closely by 6.8% growth at TVH and 6.7% at Belron, and then followed by 4.8% growth at D'Ieteren Automotive and a slight decline of 8% at Moleskine. The translation of that into adjusted operating result group share has seen an even higher increase, so not 5.8%, but 6.7%.

Here it's been particularly TVH, who had a nice growth of 34.4%, followed by PHE 6.9%, Automotive 7.6%, then Belron plus 3.4%. We know that Moleskine always depends a lot on its top line. With a bit less top line, we had a decline of 66% in the adjusted operating results at the Moleskine level. The PBT group share evolution from EUR 550 - EUR 585.5 was basically mainly increased by almost EUR 80 million from TVH and EUR 30 million from the corporate unallocated level. Then a bit more than EUR 6 million at both D'Ieteren Automotive and PHE, additional contribution versus last year, and then minus EUR 2.5 and minus EUR 6 million from the Belron contributions to the PBT adjusted group share number overall.

The free cash flow generation, as already mentioned, has been very strong, nearly tripling, mainly thanks to Auto. You can see it from the chart that the blue part of the bar, EUR 228.3 million, has been quite significant. Also, PHE has been growing with the. It's now at EUR 116 million, where it was EUR 18 million a year ago. TVH grew to EUR 16 million. Belron is a little bit lower, given that there were financial charges, but still a very respectable EUR 183 million. And then Moleskine, a light negative number, which 8 million, but that's also because they paid some interest towards the shareholder loan at the D'Ieteren Group level. So it's a little bit, left pockets, right pockets from that perspective.

And then last but not least, before we go into the details of the specific activities, the table with our overall debt structure and cash position at the group. The number at the bottom right is typically the number to look at most. So we have a net cash position of about EUR 1 billion, almost EUR 1.1 billion at the group level. If you extract the shareholder loan, it's about EUR 800 million. It's because we actually paid EUR 200 million to our shareholders and received dividends from Automotive and from TVH in the first part of the year. You may also recall that we mentioned our investment in the supply chain finance fund from Credit Suisse when we discussed this in May. We have now actually received an offer from UBS to settle the outstanding amount.

We have decided to accept that offer, which has basically allowed us to recover close to EUR 80 million of the outstanding investment, but it did basically leads to an additional impairment charge of EUR 15 million at the level of the group for that. Now as I talk about it, it's not in the summary here, but we'll talk about it later when we talk about Moleskine. Moleskine, we have also done an impairment at the Moleskine level for about EUR 130 million. I think it's also good when we talk about impairments at this point in time. So I'm going into the detailed activities. I will take Belron for myself and then hand on to my colleague for the other activities. The Belron top-line growth, I already mentioned, is 6.7%.

You can see on the table on page 11, it's mainly organic growth, 5.9%, a little bit of acquisitions, 0.7%, and a little bit of foreign exchange support of 0.1%. The geographical split has been quite heterogeneous. You can really see it on the left side of the chart. The U.S. has been quite flat, +0.7%. The volumes were really not there in the first half of the year. However, the Eurozone has done particularly well, with +18% in overall growth and +16.9% in organic growth, and the rest of the world has been +9.2% organic, 9.5% overall.

In that sense, it's quite a heterogeneous picture, where rest of the world and Europe was very strong, and North America, in terms of top-line growth, has been a bit less. The bottom line results on page 12, you can see at the margin of 21.2% is higher than the full year margin of last year, which you may recall was at 20.5%, but somewhat lower than a 21.9% that it was in H1 of 2023.

Basically been driven by those lower volume months in the U.S., where we had actually more than enough capacity on technicians in the U.S., and we have actually also quite some marketing expenses trying to stimulate demand, but the market in itself was basically softer, and so that has led to some additional costs and a bit lower margin on that end. However, at the European level and so on, the margins really improved nicely, and so we keep on track in our margin development with Belron that we have and for the year and for the medium-term outlook of next year, despite this 68 basis points lower margin in H1 .

There's also been a bit more financial cost with some higher interest rates, which basically explain the small decline in the PBT at Belron, but I think still very respectable with EUR 560.6 million. The adjusting items are the usual suspects. It's the fees from system integrators, it's the LTIP expenses, it's amortizations of customer contracts. I think nothing really special to note on that front. And on the free cash flow at Belron, it's slightly lower than 2021. Again, because you have some higher cash interest and a bit of higher cash taxes. But we also have a positive working capital development and of course, the positive adjusted EBITDA contribution.

I think with an 88% cash conversion, this is still a very respectable number, and actually, Belron has, at the end of June, reached a leverage ratio of 2.8 times compared to the 2.95 that we had at the end of December. The latest developments of Belron are multiple, but just choose a couple. We've had our own Olympic Games, if you like, in the month of June, the Best of Belron. We have it every two years. It was in Lisbon this time, where 1,500 people gathered to see our top technicians repair and replace windshields and sides glass, et cetera, with and against each other. It was a really energizing event with the heroes of our business.

The transformation program continues to be rolled out and to roll out the technical foundations that are now built and are being launched in more and more regions and in functional areas. The responsible business strategy is also pursuing very nicely. We continue to have a 97% recycling rate, and then a global training program has been set up for the first time. It's a way to basically accelerate the development of future managerial talent at the level of Belron as well. In terms of our outlook for Belron, we have not made any changes. We stick to the mid to high single digit organic sales growth and to the continued margin improvement over the entire year, beyond the 20.5% of last year, on track to go to our 23% ambition of next year at least.

Also the free cash flow remains at high levels. With that, I hand over to Edouard for D'Ieteren Automotive.

Edouard Janssen
CFO, D'Ieteren Group

Yes, hello and good evening, everyone. On D'Ieteren Automotive, also very solid, results in the first half of 2024. If we talk about the market for a second, the market, the Belgian market, declined slightly, of more or less 1%, 0.9% year on year in the first half of the year. But in this environment, D'Ieteren Auto had the overall market share increasing by close to 1%, 97 basis points exactly, leading it to 23.8%. This was mainly driven by Škoda and Audi's performance, in the first half of the year. In terms of the number of vehicles delivered in this first half, we are talking about 68,000 units, so a slight increase compared to last year of 2.7%.

And overall, the top line, so the sales of D'Ieteren Automotive have increased by 4.8% year on year, supported mainly by volumes as well as price mix and other mobility services. Important to flag here, the development of retail activity and after sales activities as well, which have developed together with the number of vehicles delivered. The margin has progressed well, up to, with up to 5.5%, largely driven by the sales mix. And finally, as Francis already highlighted, the free cash flow has been very strong in the first half of the year, up to EUR 228 million, compared to a slightly negative, minus EUR 21 million, the first half of last year. If we move directly to slide 19, a few elements about the market.

First, about registrations in the new car market in Belgium. New energy share in the market mix continued to increase from 49%- 50%, close to 52%. D'Ieteren Automotive remained the leader in full electric vehicles in Belgium, with a market share close to 21%. The business segment, important to highlight as well, that the business segment share in new car sales declined slightly to 61% of the total, which signals a return of the B2C customer to the market. Finally, the SUV mix we can see has continued to grow, compared to last year, slightly from 54% last year to 56% in the beginning of this year.

If we look at the detail of how this market share gain was delivered in the first half of the year, we see, indeed, that the main progress and development came from Audi and Škoda, with Volkswagen being stable. If we look more into the detail in Škoda, it was various models such as Enyaq, Octavia, and Kamiq that perform well. And at Audi, it was mainly the A3, the Q3, and the Q6. And in the second half of the year, we can say that the launches of various models, such as A6 or the Macan from Porsche, are also promising. As we said, SUVs are developing well, and in terms of new energy, D'Ieteren Automotive remains the leader in full electric vehicles with 20.8% market share.

If we look in more details at the H1 results, so like we said, market share gains and good sales mix, which have driven strong results. When we talk about the outlook, we will elaborate a bit further on this. As we said, new vehicles delivered have increased slightly at 2.7%, and external sales have increased 4.8%. Leading, if we look at the adjusted operating result, to a strong increase of 7.6% and an adjusted operating result margin increase of up to 5.5% from 5.4% in the first half of last year. This evolution and this progression was mainly driven by the sales.

Adjusting items, important to flag, actually, adjusting items in operating results, which were at -EUR 35 million, primarily related to the cash settled share-based payment expense recognized as part of the LTIP long-term incentive plan. Going on, as already flagged by Francis, very strong free cash flow delivered by D'Ieteren Auto in the first half of the year. Of course, as we said, a progress of the adjusted EBITDA, which allowed for that, and a positive change in working capital. If you remember, in the first half of last year, we had a negative change in working capital of around EUR 100 million, which this year, in the first half, was strongly counterbalanced by a positive number of EUR 112 million.

As we said, strong progression of the EBITDA of around 11% year-on-year, and a decline in CapEx versus last year's investment in Poppy's fleet. Less also some acquisitions that were delivered last year. All of that together, which has delivered this strong free cash flow for the first half of the year of EUR 228 million . In parallel with this, we see clearly the deleveraging of D'Ieteren Automotive, which has happened. If we look at the end of June last year, we were at EUR 310 million of net debt, which had already decreased to EUR 250 million at the end of December, and we are now only at EUR 83 million . Of course, this is related to the strong free cash flow generation and the reduction of the working capital.

In terms of latest developments and outlook, important to highlight that the order book of D'Ieteren Automotive continues its normalization, and it, as you know, and it was around 33,000 vehicles at the end of June. Important to flag as well on the sustainability side, that D'Ieteren Auto won the EcoVadis Gold Award for its overall approach in sustainability. Finally, D'Ieteren Auto has submitted its carbon emission reduction target to SBTi. As a reminder, this commitment includes a 2030 target and a 2050 target, and D'Ieteren Auto is committing to a 42% reduction by 2030 for Scope one, two, and three, with 2023 as a base year and a net zero target in 2050.

In terms of outlook, as we have discussed, the Belgian market is expected to slightly decline compared to 2023, at 460,000 new registrations versus last year, 476,000. In this environment, after a strong 2023 and a good first half of the year, we expect sales to be broadly flat versus 2023, while, given the strong performance of H1 and the good development of the year, we are slightly increasing our outlook on adjusted operating result margin, which is now expected to slightly increase versus the 4.2%, which we had reported in 2023, mainly supported by the sales mix, as we have already said. Finally, we expect free cash flow to continue to improve further from 2023 level of EUR 140 million.

And now I will pass you, PHE.

Francis Deprez
CEO, D'Ieteren Group

Nico.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Hello. So PHE has a strong start of the year, so revenues came in at EUR 1.387 billion. So it was a 7% increase compared to last year, 4.2% organic, and the rest from acquisitions. Growth in France was 3.7%, but that's well ahead of the market, so we see PHE continuing to gain market share in France as they did in Spain, Italy, and the Netherlands, where organic growth was quite nice. So the adjusted operating result was at EUR 132.4 million. That's a flat margin compared to last year, at 9.5%, resulting from positive top-line performance, obviously.

A profitability improvement from international and obviously some cost containment initiatives, specifically in France, where obviously the cost basis was inflated by the recent inflation index, so adjusting items with EUR 33.6 million, as usual, composed of amortization of customer relationship recognized during our PPA on one side and on the other side the LTI provision. PHE contributed EUR 84.4 million to our Adjusted PBT, which was a 8.2% growth. The free cash flow was quite decent. Equity free cash flow was what? At EUR 116 million. That obviously was a massive improvement compared to last year.

As you can see in the table on page 27, it's obviously driven by the very strong EBITDA, the control on CapEx and on working capital, and specifically, the fact that we've drawn on the non-recourse factoring, which was exactly the opposite of what we did last year at the same time. The net debt declined slightly to EUR 1.093 million, thanks to the strong cash flow generation that I just mentioned, and then coming up with a leverage ratio of 3.2 times, which was obviously lower than what we announced at the end of 2023. In terms of latest development, as you know, we've refinanced the debt that was back in January. It was EUR 896 million TLB with seven-year maturity.

In that context, we got a nice upgrade from S&P to double B minus, and a stable rating from Moody's, and we had the opportunity also to organize, for those who are lucky enough to be there, a D'Ieteren Group PHE Day at Logisteo, which is their central logistic facility near Paris. In terms of outlook, we don't change anything, so we still expect mid-single digit organic sales driven by market share gains and a normalized pricing environment, and adjusted operating margin, which should be flat compared to 2023 . Edouard, back to you.

Edouard Janssen
CFO, D'Ieteren Group

Thank you very, thank you very much, Nico. So if we go to TVH, as you remember, we expected a normal semester in H1 compared to H1 2023, which had experienced a significant cyberattack. The market environment in H1 has been characterized by some softness in the environment, in the market, resulting in slower growth. Indeed, TVH posted total sales of close to EUR 850 million, representing 6.8% year-on-year top line growth, of which 6.5% organic and 0.3% external. However, on the margin side, adjusted operating results came in at a 34% rebound, representing an adjusted operating margin at 16.8%, compared to only 13.4% last year.

Mainly driven by revenue growth and strict containment efforts in operating expenses, as well as an insurance indemnity following the cyberattack in 2023. On adjusted profit before tax group share, we can notice a 48% increase compared to the same period last year, also helped by lower financial charges driven by exchange gains. Finally, on free cash flow, some progress compared to last year, with a EUR 41 million positive number, mainly driven by improvement in operational results, lower cash taxes, and lower capital expenditures, offset by some acquisitions, as we'll talk about in a second. Net debt was relatively stable as driven by these cash flows. On the next slide, if we talk about profitability, we see indeed the strong rebound in both adjusted operating results and adjusted PBT by 34% and 48%.

As we have explained, in an environment of more modest revenue growth than anticipated earlier in the year, but strict containment efforts in terms of operating expenses and the insurance indemnity on the cyberattack. However, strong rebound on the margin and the operating results. Finally, on the free cash flow, as we have highlighted too, free cash flow has improved significantly compared to last year, with a total amount of EUR 41 million , compared to a negative number of around -EUR 19 million last year, driven mainly by the progression in EBITDA and lower net CapEx, leading to a stronger trading cash flow. Important to flag as well, that on the acquisition side, TVH has spent a bit more on acquisition, including an acquisition in Turkey, in spare parts for the agricultural equipment market.

In terms of outlook, if we go to the last slide, important to flag that following the performance of H1, we are lowering the organic top line growth, which is expected now to a mid-single-digit %. But we are increasing the outlook in terms of adjusted operating results margin, which is now expected to improve by around 150 basis points versus 2023, and the level at the time was 13.6%. We confirm the outlook on the free cash flow. Back to Nico for Moleskine.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Moleskine had a bit of a difficult first start of the year. We alluded to it during our first quarter trading update, where we announced some adverse policies at some e-commerce platform. That has improved, but having said that, we also had an unfortunate cut-off date from a large order and continuing weakness in what we consider is a more cyclical sales channel for Moleskine, which is the strategic partnership. You've seen Moleskine sales decline by 8% year on year at EUR 52.9 million, so mostly in the wholesale, mostly in the U.S., with, as mentioned before, also the strategic partnership down 6%.

The adjusted operating results to that EUR 2.2 million, obviously negatively impacted by the decline in revenue and despite some cost-cutting initiative from management, margin was under pressure at 4.2% compared to 11.3% a year ago. So the PBT group share came in at negative EUR 7.1 million. Free cash flow was at, well, declined from almost EUR 6 million to minus EUR 8.1 million, but that's mainly due to the fact that this year we ask Moleskine to pay a cash interest of EUR 9.6 million in June. And it's something we've done - we have done annually in the last years.

And there was also obviously the decline in adjusted EBITDA, as I just mentioned, and a cash payout of EUR 2 million relating to a past provision. The net financial, what was, EUR 279 million, that's the shareholder loan level that we have with Moleskine. So there was on the several, you know, latest developments, a few brand elevation initiatives that were really nicely welcomed by the market, was a Détour in Milan, and in that had an important success. And as you've seen, the direct channel strategy, e-commerce and retail are performing quite well. And there was a recent good partner, strong partnership between Moleskine and the Van Gogh Museum. In terms of outlook, we have changed, we've slightly changed the outlook.

The sales are now expected to grow, but mid to high single. It was previously low double digits, and whereas we had hoped that the operating margin would improve by 150 basis points, we think today that a more realistic view is that they would indeed improve, but slightly increase versus 2023. So to be extremely prudent, from an accounting point of view, we've decided to take an impairment of EUR 131 million on the assets. It's really to reflect a prudent accounting vision. We remain fully convinced about the development potential of Moleskine and the strategy that we're following together with management.

A very quick word on corporate and unallocated, just to highlight higher adjusted PBT from corporate and unallocated, mainly because thanks to the cash position and higher interest income, this has increased from EUR 8.6 million - EUR 22 million in the first half of the year.

Francis Deprez
CEO, D'Ieteren Group

So, as wrapping up, before we open it up for questions, solid performance to our adjusted profit before tax, a great free cash flow generation, almost three times as much as a year ago. The confirmation of our mid- to high-single-digit PBT Group share outlook for the entire year. And at the beginning of our call, of course, our once-in-a-generation shareholding reorganization that we have announced with four important components. It's an agreement that sets us up optimally for the future and that management can only applaud at. An exceptional cash return to reward all shareholders, a financing structure that is built on our strength as D'Ieteren Group, and a confirmation of our long-term investment strategy going forward.

Now, maybe one last note is that, of course, the PBT group share KPI that we have confirmed in our guidance now is, of course, still in the current setup. Once the transaction on the once-in-a-generation shareholding reorganization are fully taken place in the course of the fourth quarter, we will of course give an update on the exact impact that may have on the PBT group share, given that some of the financial charges made for some part of the year to have an impact, and now I actually open up the floor to any questions and give it back to the moderator.

Operator

Thank you, sir. Ladies and gentlemen, if you have any questions, please press star followed by one on your touchtone phone. You will hear a prompt that your hand has been raised. And should you wish to decline from the polling process, please press star followed by two. And if you are using a speakerphone, please lift the handset before pressing any keys. Please go ahead and press star one now if you do have any questions. And your first question will be from David Vagman at ING. Please go ahead.

David Vagman
Head of Equity Research Belgium, ING

Yes, good evening, everyone. I hope you can hear me well. Thanks for taking my question. So the first, on the transaction, a bit unsurprisingly, what is the basis for the transaction price? So the EUR 223.75, it's quite precise. Or have you been... If you can tell us a bit more, or have you been assessing the value of D'Ieteren, basically, what has been the thinking on the discount to the fair value? That's my first question. Second, on the structuring of the transaction, what triggered the decision to pay this exceptional EUR 4 billion euro dividends?

So you, you've been over the last, you know, few years, in particular from Belron, but you've been at rather accumulating cash for participation and then from participation and then investing, but mostly accumulating. So, on the EUR 4 billion, is this purely related to the transaction between the two branches of the family? Or was there a view that the share were undervalued? Or is it that you lack investment opportunities? And indeed, related to the investment opportunities, can we make a link between the impact of this EUR 4 billion dividend and the capacity to support the participation, so the current participation for strategic M&A, for instance? Or is it just a pause?

Very last point, right now, so I think Francis, you said that you will rebase the dividend for next year. and to be kind of at least stable. What does it exactly mean? It will be decreased, but is it, is there a change a bit in the philosophy? Do you intend to pay more of the cash flow you receive from participation or rather less to happily deliver at your dividend level? Thank you.

Francis Deprez
CEO, D'Ieteren Group

Okay, thank you, David, for those questions. First, on the basis of the transaction prices, of course, the prices have been set between the two family shareholders themselves, and we have not, as management, been part of that discussion or that fixing of that price. So it's basically something that was really done between them at their level, and so we don't really have any particular thing to note on that particular price. On your question of the EUR 4 billion, well, it's of course an opportunity for us to return cash to all shareholders, and in that sense, thank them for the great returns that have been generated over the years to come. So that's of course part of why this is happening.

At the same time, it's of course also something that will allow this shareholder realignment to happen. Now we, of course, are always on the lookout for growth platforms and investment opportunities, but there was not necessarily something where on the very, very short term, I would say, we had to do this, so we could actually also free up our existing cash reserve to be part of EUR 4 billion. And so in that sense, it's a bit of a combination of factors, I would say, that allows us to do what we are announcing here tonight. Mm-hmm. And on the third question, sorry, the rebasing of. I don't know whether, Édouard, you want to comment on that or yeah?

Edouard Janssen
CFO, D'Ieteren Group

Sure. Yes. So, yes, as Francis has explained on the rebasing of the dividend, our debt. Let's take a step back for a second. On a debt level, at D'Ieteren Group, there will be two tranches. One, right, one at two years and one at five years. And our goal will be to repay the two-year tranche within a two-year period. And so in order to achieve that, we will definitely have a cash and deleveraging focus in the coming in the short term. And part of that will at the same time, in order to define the dividend that will be paid next year, one of our goal will be to rebase such dividend, so that we can restart with a dividend policy that will be stable or increasing as the business and the activities develop going forward.

Our goal indeed is to remain to something, as we said, that the strategy in the medium to long term does not change. These are the two main elements to take in consideration.

David Vagman
Head of Equity Research Belgium, ING

But would you have a special level to accelerate the deleveraging and then another rebasing, so to speak? Or is it just like really a one and a single, basically new dividend policy? After this exceptional one, of course.

Francis Deprez
CEO, D'Ieteren Group

Yeah, exactly. It's more like one rebasement, around one rebasing, if you like, but we haven't had today. Of course, when we know the results of twenty twenty-four, and we know the free cash flow outlook and all these things with a bit more precision than six months later, but this is something we'll discuss in March and then have proposed for a decision to the General Assembly in May, June of next year.

David Vagman
Head of Equity Research Belgium, ING

Okay. Thanks very much. And maybe very quickly on Belron, if you can explain the drivers of the margin in H1, what has been impacting the margin and how this driver, how this should play out basically in H2? And I'm thinking in particular of the geographical split between Europe and North America, and maybe it's not the most important.

Francis Deprez
CEO, D'Ieteren Group

Yeah. So the Eurozone has really seen a nice margin development with all the usual suspects of driving that margin forward, I would say, and they have been supported by also volume. As you know, on the top line, the mix between volume and price has a bit less price this year than in the years before, because this kind of inflation wave has been behind us. And it's the volume that has made a difference. So in Eurozone, we had nice volume, and so we could have nice productivities, we could fully leverage the capacity at hand. We didn't have to do much marketing expenses to keep working on our market share. And so you had actually everything aligned to and of course, the transformation program started playing into that as well.

I think the reason why the margin of 21.1% is somehow lower compared to the 21.9% of H1 of last year is specifically linked to the lower volume months in the U.S., where we had anticipated some more volume. The winter was a bit mild, and we've also seen some, let's say, claims avoidance in certain groups and segments of certain customers that didn't want to use their insurance necessarily for, let's say, a small crack in the window or said, "Well, I'd rather pay for it cash," and things like that. And so that has made the market softer in the U.S.

We had the capacity. We added to the marketing spend, and so the positive margin evolutions that we continue to have in U.S. around transformation, around all the other goodies and even in productivity, etc., were counterbalanced by some negatives linked to that marketing and to that, let's say, too high capacity that we had in place at the beginning of the year. And so the marketing expense, of course, will help more for the second half of the year, because if you do lots of marketing in May, June, it helps you in July and August, etc.

And so for the remainder part of the year, we do not necessarily anticipate that the will suddenly see a massive growth in volume, but however, they will be able to. They have adapted their capacity in line with the real demand. They have been able to also tweak a number of things on productivity. And so there are a number of initiatives within the going on to work on the profitability for H2, so that we can. And that's why we're confident to stick to our overall guidance to have a positive margin evolution for Belron for the entire, with our expectations for this and for next year.

David Vagman
Head of Equity Research Belgium, ING

Okay. Thanks very much, everyone.

Operator

Thank you. Next question will be from Michiel Declercq at KBC Securities. Please go ahead.

Michiel Declercq
Research Analyst, KBC Securities

Yes, hi, and thanks for taking my questions. Bit of a follow-up on David's question on the shareholder deal. I think in the past, of course, you were always of the opinion not to have debt on the holding level. Okay, I think in light of this transaction, it makes sense. But it's just wondering a bit, and you mentioned that now, in terms of potential deals, the opportunities are maybe a bit lower. However, should something arrive in the first two or even five year, looking at the maturity that you mentioned, is there, or would you be willing to further increase that level, or do you have room to do that if the right opportunity arrives? So that would be the first question.

Second, also on the leverage at Belron, you will now be at five point five. Is there a new target leverage ratio that you have in mind? Would that be three or around two and a half, that was cited previously, and then lastly, also on Belron, on the operational front, you mentioned that there were less insurance claims. Can you explain that to me a bit more clearly? Because people didn't want to use their insurance for a small crack, but how I understand it, if it's a small crack, then it becomes bigger, and then you have to replace it either way, and then maybe also on the idea to keep the technicians staffed.

Is there already an idea on what you will be doing by the end of this year, as you will have to make the same decision again? Of course, now you're a bit unlucky with the mild weather conditions, but do you already have some visibility on how this will play out, or your decision will play out later this year? Those will be my questions.

Francis Deprez
CEO, D'Ieteren Group

Okay. On the future deals?

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Yeah. On your first question, as Édouard mentioned, the debt that we are going to take on here at D'Ieteren Group level will be structuring two different instruments. One would be short-term dated, and the other one would be five-year amortizing. The short-term dated, we do intend to reimburse quite quickly, so we will not prevent us from seizing acquisition opportunities when they arise, whether it's at the level of our portfolio or portfolio companies or whether it's at the level of D'Ieteren Group. That would be my first answer.

Francis Deprez
CEO, D'Ieteren Group

Yeah, exactly. Although the five point five times target leverage ratio at Belron, well, the idea is of course to develop back to the level that we have known currently, I would say. This is ultimately the type of medium-term evolution we would have, because that basically opens or basically allows you to have a maximum amount of optionality, I would say. So the idea is, of course, that the five point five will go down in the direction of current levels.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Can I add something to that, James?

Francis Deprez
CEO, D'Ieteren Group

Yeah, of course.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Yeah, we have added one slide on the strong deleveraging history of Belron in recent years, in line with the dividends which have been paid, either in the form of ordinary dividends or dividend recaps in the past. Just to illustrate, because we don't do a specific deleveraging commitment, but like Francis said, clearly the direction of travel is to go back to close to the current level in terms of leverage at Belron.

Francis Deprez
CEO, D'Ieteren Group

Exactly, yeah. So then you had a specific question on insurance claims, and how some consumers reacted as well. Like in many other countries, the insurance premia have gone up, also in the United States, and some of the people we have seen that in the market overall have been a bit more hesitant to declare a crack or something in the windshield, and you're absolutely right, the longer they wait, the worse it gets.

But in the short term, they have either shown some more postponement behavior and saying, "I'm not gonna act on it," or, "I'm gonna pay cash for it, because otherwise I may have the risk that my premium goes up again, and so I'd rather pay cash for it." And so, as you know, we are mainly focused with Safelite on the insured market in the U.S., and we're a bit less focused on the cash market in the . So relatively speaking, we may have a bit passing beside some of that cash volume because it was not necessarily so much in our focus. Now, going forward, we are, of course, interested in the cash market in the as well.

And so this is a focus that we will continue to focus on, but in the combination of insured market and cash markets, we're ideally placed. In terms of number of technicians and capacity of technicians towards the fourth quarter or preparing even for the first quarter of next year, again, the budgeting exercise at Belron and at Safelite is actually happening as we speak, in September, October, typical months in which that's being done. And so for the moment, it's a bit too early for me. I don't have the feedback yet to say how exactly they will deal with the planning the capacity for the first months of 2025. Yeah, so that's a bit too early to say.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Yeah, but just to add one element is to say that given the relative softness in the first half of the year in the U.S., there is some action, as Francis explained earlier, which is being taken in order to adjust, let's say, capacity with the demand and protect the margin.

Francis Deprez
CEO, D'Ieteren Group

Yeah. Some action, I would say a lot of action to actually increase and improve the margin.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Definitely, yes, a lot of action. Absolutely.

Francis Deprez
CEO, D'Ieteren Group

... Okay, thank you very much. Clear.

Edouard Janssen
CFO, D'Ieteren Group

Thank you. Next question will be from Alexander Craeymeersch at Kepler Cheuvreux. Please go ahead.

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

Hey, Alex here from, Kepler Cheuvreux speaking. Just also a small question on the, on the deal side. Is there a lockup on the level of Nayarit? That would be the first question, and then the second question would also be on the deal. Of course, you plan to distribute this special dividend. Is there any fiscally friendly methods that are available to distribute this? And then on the, on the business side, I was just wondering on auto, I mean, this, this margin increase, I think, caught you by surprise, but I'm just wondering how, that was able to happen, because you clearly, got it for lower margins, but you already had a good view on the mix going forward.

And then on the B2C market increase in auto, is this purely related to the EV subsidy? Because I believe that one is going away next year, so I'm just wondering how we need to look at that. And then maybe on the elephant in the room, with the debt raised at Belron, and then the extraordinary dividend. Do you have maybe a word to say on the strategy of CD&R now? Because in the past, I think it was hinted that they look for liquidity after their lockup expired early this year. So I'm wondering if maybe you have something to say on their strategy as well. Thank you.

Francis Deprez
CEO, D'Ieteren Group

Can I ask what you originally mentioned, your first question, the lockup at Nayarit? What kind of a lockup-

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

Yeah. Is there any... Because you mentioned that the family is going to pave the way or and build a path forward. And I'm just wondering if there is then also any lockup at the level of Nayarit.

Amélie Coens
Chief Legal Officer, D'Ieteren Group

Hello, this is Amélie Coens. Yeah, we are not aware of any lockup that has been-

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

Okay.

Amélie Coens
Chief Legal Officer, D'Ieteren Group

undertaken by the Nayarit group.

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

Okay. Okay, on the fiscally friendly method?

Edouard Janssen
CFO, D'Ieteren Group

Yeah, on the tax question, I would just say that, for minority shareholders, tax treatment will depend, of course, on the country and the structure. So the best would be to contact a fiscal advisor, as in several instances, withholding taxes may or can be potentially partly, recovered.

Francis Deprez
CEO, D'Ieteren Group

All right. Then you had a question on the auto margin, and why we changed now our view on the margins. We had always said at the beginning of the year that we had a very good visibility on H1, but not yet on H2. And so now we're of course six months later, so now we have a better view on H2.

And that basically has allowed us, when we look at what we've realized in H1, first of all, and also now on our visibility that we have for H2, that we can actually change our guidance from a slightly eroding margin to a slightly increasing margin at auto. That's basically what's behind that discussion. Then on the EV subsidy, I wasn't entirely sure what your question was. You wanted to know whether if that subsidy disappears, something will happen to our market share or to the market? I was a little bit-

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

To the market, of course, to the market. I'm not assuming that it will change the market share-

Francis Deprez
CEO, D'Ieteren Group

Yeah.

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

But, of course, we saw a significant increase in the B2C market. I'm just wondering if that EV subsidy, of course, it helped, but to what extent it helped and to what extent did you think it will be sticking? Thanks.

Francis Deprez
CEO, D'Ieteren Group

So the B2C portion has been a little bit going up again. In fact, by the way, good news, huh? Because I think they were a little bit absent the years before. I would not attribute it entirely to the electric vehicles, by the way. We have actually seen quite some demand also for combustion engine motorizations in the B2C market, and we have some models there as well. So it's really not been attributed only to that, and I would not even say that the subsidy from the Flemish government has made a huge difference in the B2C electric market at this stage yet. But so there is a bit more B2C, that's true. But don't forget that the majority of the market remains B2B, and actually, we've seen that that continues to be the case. And so...

And that's the real driver of the electric vehicle market. So the split that you've seen of the almost 50% new energy cars, of which 25%, so a quarter of the total market is now electric vehicles, is still very much driven to a large degree by the B2B market, and that continues to be the case. Now, also the market shares within B2C in electric has been going up, but from very, very low percentages to somewhat higher percentages, but they're still, I would say, still in the higher single digits. They're not necessarily a lot much higher than that yet. And so, all that to say that it's still a mixed demand for different technologies in the market, and that's good, you know, because that's probably what's gonna be around for the years to come as well.

And then you asked on the Belron, the CD&R strategy, with regards to this. Well, of course, this change in the financing at the level of Belron, which will be launched in the weeks to come, has been a joint decision by all shareholders around the table at the board of Belron, including therefore, CD&R and the other shareholders, etc. So all shareholders have been part of that. Now, if the financing happens and then there's exceptional dividends to the Belron shareholders happens, this, of course, gives some liquidity to everybody, yeah, including the other shareholders. That doesn't change their medium-term interest to have a real liquidity event, of course, at Belron. But it, let's say, gives them a bit of short-term access to liquidity.

For the rest, there's nothing changing. Also, in the medium-term outlook for Belron, nothing is changing. All options remain on the table as they have been in the past, and that will continue to be the case, with or without this announcement of tonight.

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

... Okay, thank you. And if I maybe have, can have one small additional question, which is on TVH. You acquired a business in Turkey. Of course, Turkey's lira brings additional layers of complexity to manage their working capital, which was already a working point in for TVH. I'm just wondering, yeah, with their whole market still ready for consolidation, I'm just wondering what the thought process was there. Thank you.

Francis Deprez
CEO, D'Ieteren Group

Turkey is an interesting market, overall, because it's not only a big market in and of itself, for instance, for agricultural equipment and so on, and so with that, we can strengthen our domestic position as the in that market and be a more credible player in the Turkish market. But on top of that, you also have a lot of manufacturing of spare parts in the Turkish market, and therefore, Turkey is also an interesting export market from Turkey to other clients in other markets. And so at the same time, it basically helped us also get access to spare parts that fit right up the alley of TVH, but that can be served or used to clients all over the world.

And so for us, it's an opportunity that allows us to do, I would say, two flies in one go, so to say. And we are happy enough to be able to, as part of this acquisition, to continue to work with a very strong management team over there in Turkey, of people that have been in this business for quite a while, who know the market inside and out, and who know the export market inside and out. And so we're looking forward to collaborating with this very entrepreneurial family, and have them join the TVH family now.

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

Okay, thank you. And, congrats on the nice results.

Operator

Thank you. Next question will be from Kris Kippers at Degroof Petercam. Please go ahead.

Kris Kippers
Co-Head Equity Research, Degroof Petercam

Thank you. Yes, good evening, Kris Kippers. I hope you can hear me well. Thank you for taking some of my questions. Couple of ones remaining. Firstly, TVH. Could you share with us, regarding the more softer, market situation, which segments you're witnessing this? And then linked to that, of course, we knew the cyberattack, results that some clients realized a high dependency on TVH. So could you share with us whether indeed there is some lost market share, and has this now stabilized? That's my first one. And then, secondly, could you share also with us the market situation on Belron, currently in the ? Because I think some peers have been vocal on that. And then linked to that, of course, ADAS penetration, we still see it's going up quite rapidly.

Is there any risk this could slow down from the current 41.3% levels? And then an interesting one, of course, the CMD you will keep next year. Could you share already with us what the focus will be on, or is that too early? And then questions still on the leverage together with the interesting capital market today we had at PHE. Suppose tomorrow there will be a major player you alluded to the tier one, tier two players you made up in the presentation back then. What if there is a big one showing up? Would that be a risk for the group leverage to be too high? And would you, for example, have the optionality to create some leverage at Auto, for example, or is that not an option?

Thank you. These were my questions. Sorry, perhaps a long list.

Francis Deprez
CEO, D'Ieteren Group

Sure, sure. All right, so TVH, the softer market, which segment? Well, it's a little bit across multiple segments, but of course our starting position is different. In the MPA market, so the materials handling equipment, you do see that there's some less activity at some of our customers or the customers of our customers, and therefore a bit less breakage, and therefore a bit less demand from our side. And we are, of course, market leader in MPA, and so therefore, you have some effect linked to that. In the construction equipment, the market may be a bit softer. Our position is that one of an attacker, and there we continue to see nice growth numbers, actually.

So in that sense, for us, the effect, when you have, let's say, softness in multiple markets, plays out the most on the MPA side. And in some of our regions around the world, in particular the , for instance, our MPA is a little bit more represented than the other segments. In Europe, we have already a more mixed, let's say, representation of verticals, and so we can be a little bit more robust. So it's a combination of factors where you see the softness playing out. Yeah, you also asked whether the post-cyberattack, the fact that certain customers saw that they were very dependent on us and that it changed and we lost some share of wallet, so to say.

That's actually going quite well to not only stabilize. I think we've gained back here and there some share of wallet again. Now, at the same time, when people are very happy, having found an alternative supplier at a cheap price and with a good service, they don't necessarily have to switch back. So we have to really fight for it and do that step by step. So it's a very gradual process, I would say, in that regard. In terms of the Belron U.S. peers. Ah, so what's going on in the dynamics in the market in the ? Any comments you want to give on that?

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

I mean, we've seen the collision guys and Driven Brands announcing indeed some weakness, soft market and you know, claim avoidances. Yeah, we think it's a tail effect of high inflation that was passed by insurance company on premium in 2023. A situation that is improving in 2024, but the market needs to absorb that. It's one of those moments where temporarily there seem to be pockets of weaknesses here and there.

... We recognize that as well. I mean, it's been also part of Safelite's story. Having said that, we think the market will absorb it. So we see nothing structural today, and we think for a comparison, if you want to make one, there are some of the trends that affected the peer that indeed do affect Safelite in a relatively similar manner.

Francis Deprez
CEO, D'Ieteren Group

Yeah. And as you know, we didn't have many contracts up for renegotiation this year. Of course, in the next year, that will start happening again as well. And given that those premiums have been going up at the insurance company, this allows us again to go into the discussions with the insurance industry, to continue to develop positively again, I would say, on that front. The ADAS penetration question, no particular comments.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Continues to develop, like we have had communicated some time ago, compared to the end of last year. So positive development on the ADAS penetration, of course, very satisfactory for Belron.

Francis Deprez
CEO, D'Ieteren Group

Yeah. And then the CMD next year, what's the focus?

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Yeah. So I mean, the CMD next year, the focus, it's three years after the previous one, and the goal will be to hear the plans, the business plans, and to hear the management of the different activities, and an update of ourselves, I would say, of the group. Clearly, I mean, given the transaction we have announced today, we will definitely talk a bit as well about how this is going. We will have more clarity by then on, I mean, subject to market conditions, the financing will have been achieved, the transaction will have been achieved in Q4, subject to market conditions. And so it will be a way to go deeper into the group and its activities. I don't know if you have particular questions about the CMD, but.

Francis Deprez
CEO, D'Ieteren Group

On PHE, if there's any deals to be done?

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

We'll I mean, as I mentioned, you know, PHE is quite a decent liquidity, so cash available for acquisition and also some debt capacity. That's the first part of the answer. The second part of the answer is, indeed, there is a large or larger transaction that creates value where there are synergy to be exploited. We'll find a way to structure it. That's what we pay for.

Francis Deprez
CEO, D'Ieteren Group

Exactly.

Kris Kippers
Co-Head Equity Research, Degroof Petercam

Okay, thank you very much.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

Thank you.

Francis Deprez
CEO, D'Ieteren Group

Yeah.

Operator

Thank you. Next question will be from Jeremy Kincaid at Van Lanschot Kempen. Please go ahead.

Jeremy Kincaid
VP, Van Lanschot Kempen

Good evening, all. I have three or four questions as well. Firstly, on the deal, you obviously mentioned on, in your presentation that the consolidation, into, or concentrating ownership into one single branch will create, value for all stakeholders. Could you just articulate, how that will occur, or what, what will change, or how that value will be created for all stakeholders? Secondly, do you, or the SPDG stake will obviously be sold down over the next five years. Will that be sold to the Nayarit, branch as well in the future, or will that position be sold through, the market? And then finally, just on this deal, could you provide some color on some of the potential debt costs, particularly for, some of that shorter term debt?

And then just finally, on Moleskine, obviously, there's a bit of a business reset here with this deal. I'm just wondering why you decided not to sell Moleskine in the process. Yeah, those are my questions. Thanks.

Francis Deprez
CEO, D'Ieteren Group

Yeah. Okay. Well, the value creation for all our stakeholders, having one family branch instead of two. Of course, in the past, the two family branches worked very well together, and so I think our successful development of the last years is a testimony to how it worked very well together. But you can, like in any family, anticipate, you can always anticipate... You cannot anticipate early enough, we would say, what might happen when you have a transition between a seventh and an eighth generation, X years from today. And so this basically simplifies things. It simplifies things from the point of view of Nayarit towards its transition between seventh and eighth generation, and simplifies things towards SPDG, from transition between the seventh and eighth generation, X years from today.

And so for us, basically at D'Ieteren Group, now having Nicolas D'Ieteren as the family branch that is squarely behind us for the future to go, simplifies things really. And that basically means we can be even more agile. We have already been very agile, but we continue to be very agile. We were already very efficient, we can continue to be very efficient, but we can for sure sustain that in the decades to come. And I think that gives us a long-term stability and anchoring with a portfolio of activities that you know that we have now built as a family of businesses in the last years to come. So that we can continue to build that family of businesses.

And that's good for everybody, good for those businesses, and of course, one part of the stakeholders and all the employees and its customers linked to that. But it's also important to the value creation, financially speaking, towards our shareholders, and from a non-financial point of view. So also on all the non-financial elements, be it customer, people, but also ESG related, this is very much in line, and it clarifies our governance going forward, as well. So this is only benefits to be seen from the simplification going forward. You then ask whether SPDG, as it reduces its stake in the years to come, whom it will sell to?

The base case, of course, to sell that into the market, or to other parties, I would say, that's the base thing. So, it may, in that sense, potentially even increase the liquidity, if you like, in the D'Ieteren stock, but that remains, of course, to be seen exactly how that will unfold in the years to come. You talked about some costs, cost of debt.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

But that's too early. I mean, we'll be able to provide you with more information down the line when we start structuring that debt and executing these transactions, so-

Yeah. So when all of that's finalized and cleared, then we, of course, give more details so that you have a clear visibility on what that all entails, and we'll provide that when it's available. And then you asked, and it's not the first time, of course, we get this question around Moleskine. It's one of the family members in our group, and it's not because of this deal that we somehow suddenly start to put into question or look differently at Moleskine. We're always evaluating Moleskine on its own merits and its own potential. And so, that's basically what we're doing. And actually, we don't need to suddenly change our view on Moleskine because of the announcements we make today.

We're looking really on its merits in a standalone basis, and do this type of recollections as we have always done them in the past. Are we still the natural owner? And so far, we continue to think that we are, and as long as that's the case, there's nothing that changes on that front.

That's an exercise we do for all of our assets, by the way.

Francis Deprez
CEO, D'Ieteren Group

Yeah, right.

Nicolas Saillez
Chief Investment Officer, D'Ieteren Group

And to reinforce that message, it is not necessary for deleveraging, right? We expect cash flow stream from our businesses to allow the deleveraging.

Francis Deprez
CEO, D'Ieteren Group

Exactly.

Jeremy Kincaid
VP, Van Lanschot Kempen

Thank you very much.

Operator

Thank you. As a reminder, ladies and gentlemen, if you have any questions, please press star followed by one on your touchtone phone. And your next question will be from Pallav Mittal at Barclays. Please go ahead.

Pallav Mittal
Equity Research VP, Barclays

Hi, this is Pallav Mittal on behalf of Gaurav Jain from Barclays. I have two questions. Firstly, at what rate do you think you can issue the debt, both at Belron and at parent company level? And we are also receiving some investor questions, if this recap at Belron is a precursor to an IPO in the near future. Secondly, sales were impacted at Belron by weather-related concerns at the beginning of the year and in the first half. Has it gone away yet, or are you still seeing some impact from weather conditions, especially in the U.S.?

Okay. All right, so, first question was at Belron, by when will the financing be organized? So this will, of course, be launched in the days and weeks to come. And so, we anticipate that by October, both the financing at the level of D'Ieteren Group and the financing at Belron, we will have more visibility on where exactly this all lands, so that we would then be in a position to, basically convoke a special general assembly that will take part somewhere in the fourth quarter, but also the dividend payments would happen somewhere in the fourth quarter of this year. So that's basically the timing that we have ahead of us. Is this the recap at Belron impacting IPO timing and so on?

Francis Deprez
CEO, D'Ieteren Group

I think I've already answered that question. The fact, the liquidity event that is important to our co-shareholders at the level of Belron, is of course a medium-term preoccupation that they will continue to have, and all the options remain on the table. I think people have been speculating about the IPO or other liquidity events in the past. I assume that they will continue to speculate about it in the future as well. But from our point of view, yeah, this is not changing this medium-term outlook. That remains absolutely valid as it has been before, and all the options are on the table. And then you wanted to know whether weather-related evolutions in the U.S. are still there, still having impact. Of course, it's especially Q1, which is weather, let's say, driven.

Q2 and Q3 are a lot more driven to the mobility in the market, and actually, the mobility in the has been relatively good. So it's probably a bit more this kind of overall softness in the claims market that has played out a bit more in Q2, where it was Q1, the weather. In Q3, we are now in a more normalizing situation again, I would say, because the weather is too early to say. We might get winter even in the , I would say. But towards November, December, the weather can start playing a little bit of a role again, even though we all know that the slower or the lower parts of the year in November. So for us, the summer is...

Q3 is typically also an important quarter. Of course, it's too early to comment on Q3 at this point in time because we're in the midst of it.

Pallav Mittal
Equity Research VP, Barclays

Sure. Thank you.

Operator

Thank you. Next is a follow-up from Alex at Kepler Cheuvreux. Please go ahead.

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

Hey, Alexander from Kepler Cheuvreux here again. Just a small follow-up question. You mentioned that the premiums at insurance players have been going up, and that gives you extra room for negotiations. Does this mean that you'll further increase your prices? Because I, I do believe that some of your peers have been talking about this. Thank you.

Francis Deprez
CEO, D'Ieteren Group

First and foremost, of course, we have these multi-year contracts with insurers, and so some contracts may come up for renegotiation next year, and others may only be the year after that, et cetera. It's a mixed picture of timing of when those type of discussion may happen. When we have those discussions with the insurance industry, we, of course, put all elements into the balance, I would say. The service that we're giving, the changes we have in our raw materials pricing and glass prices, and so on. The mix that we have, the more recalibrations that we have, on all these type of things, the cost inflation that we have.

While at the same time also looking at have they taken an advance on pricing through their inflation from their end, yes or no? And so we have seen that the insurance companies have made quite substantial losses a good year ago. In the meantime, they're making quite substantial profits again. And so, of course, in such an environment, you can have a discussion that yes, tries to take all these different elements into account. Again, we're not gonna now suddenly proactively knock on people's doors, 'cause we're not in a kind of a crisis inflation type of environment like we were in 2022. We're more in a normal negotiation rhythm modus, where all elements will be taken into account.

Yes, if there is, of course, some, let's say, a bigger umbrella under which to define a pricing policy with an insurer, we will of course try and give it our best shot. But as you always know, in those negotiations, it's never a guarantee that you exactly get what you walk into in a negotiation. It's a negotiation. But that's nothing new. We've been used to that since many, many years.

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

Good to hear. Okay, thanks for that, Francis.

Operator

Thank you, and at this time, Mr. Deprez, we have no other further questions registered. Oh, I'm sorry. We do have a question, a follow-up from Michiel Declercq at KBC. Please go ahead.

Michiel Declercq
Research Analyst, KBC Securities

Hello?

Operator

Please go ahead, Michiel.

Francis Deprez
CEO, D'Ieteren Group

Maybe he already asked his question.

Michiel Declercq
Research Analyst, KBC Securities

Hello?

Francis Deprez
CEO, D'Ieteren Group

Yes, Michiel, we hear you. Do you hear us?

Alexander Craeymeersch
Equity Research Analyst, Kepler Cheuvreux

All right, you hear me, okay. I had a follow-up question on the auto division. If you could just clarify for me a bit, the positive sales mix impact. Of course, we have EVs and B2B, but this is... Yeah, I was a bit surprised that you had, again, such a near record margin. I'm just trying to understand, as I was assuming that there would be more Volkswagen Golf, et cetera, in there this time. So I'm just looking for a bit more clarification here. And secondly, is also on the TVH. Okay, it was maybe a bit softer on the top line, but really surprised there on the margin front and the cost savings that you made there.

You increased the outlook also a bit, but it would imply a bit of a step down in margins again in the second half. Just trying to understand that a bit or what the dynamics are for the second half there in terms of margins.

Francis Deprez
CEO, D'Ieteren Group

The auto mix, as you've seen, is it's not in the number of cars that we delivered. That was – there was a little bit of increase, but not too much increase. You've seen that the market share gain came in, mainly came from Audi and Škoda. Now, Audi, of course, is not bad for the sales mix, typically, as you can imagine. And also Škoda has, for instance, the Enyaq, which is an electric model, which works very well. And so when we talked about the sales mix, you mainly mean that. Actually, our market share in Volkswagen brands did not went down with twelve basis points, if I'm not mistaken.

So in that sense, it's mainly those sides, it's Audi and Škoda who have been supportive, I would say, in the sales mix. And then we have light commercial vehicles, I would say, at the, as the last thing. It's of course a smaller portion of our sales, but light commercial vehicle was also quite strong in H1 of this year, and that helped on that front as well. In terms of TVH margin, yes, from 100 basis points to 150 basis points, we now anticipate in our guidance. Yes, the upswing, H1 last year, this year was 345 basis points.

But of course, H2, we had already not a cyber attack anymore last year, we had it in H1, and so you cannot automatically expect another three hundred and forty-five basis points upswing in H2 either. Now, the type of measures that TVH has been making is first of all, making sure that you buy well, yeah? So that, when you, this whole inflation route has also been over on the buying side, and so you can increasingly buy better again, and that helps, of course. And at the same time, in their SG&A and in their personnel costs, they have been quite, let's say, prudent in making sure that they didn't overdo the future growth investments in an environment where the growth has been a bit softer.

And so I think it's been a tribute to their reactivity to make sure that you don't go for massive recruiting, but you slow down the recruiting or that you don't go for maybe the full SG&A that you had planned, but try to be turn every euro two times around before you spend it. And so it's really more, I would say, an across-the-board prudence around spending money for things that are really the most important and the most urgent, first and foremost, without compromising the future growth.

Michiel Declercq
Research Analyst, KBC Securities

Okay, that makes sense. Thank you.

Francis Deprez
CEO, D'Ieteren Group

Thank you for those follow-up questions. Looking at the time, it's almost 8:30 P.M. I'm sure we'll have opportunities to talk more in the days or weeks ahead, and I would suggest that we finish the call here, if that's okay for all of you. But you know where to find us. Thank you very much again for having listened in to our H1 results and to our special announcements for the D'leteren family shareholding change. And wishing you all a very good evening. Bye to everyone, and talk to you soon.

Operator

Thank you, sir. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending, and at this time, we do ask that you please disconnect your lines.

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