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THIS DOCUMENT IS CONFIDENTIAL AND IS AVAILABLE ONLY TO POTENTIAL INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
IMPORTANT: You must read the following before continuing. The following applies to the presentation (the document) following this notice, and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. The document has been prepared solely in connection with the information purposes for certain institutional and professional investors of the securities described herein. This document is not being made available to the public.
This document serves exclusively as background material introducing the AVG CIS Agricultural Opportunities Fund (the Fund).
Any potential investor should be aware that the value of the investment is subject to a variety of risks and may fall, as well as rise, and investors may not get back the amount invested. This document is neither an offer to sell, nor a solicitation of any offer to buy shares in the Fund or interests in AVG Capital Partners in any jurisdiction. NOTHING IN THIS DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES THAT MAY BE DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THESECURITIES ACT),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS DOCUMENT IS NOT AN ADVERTISEMENT AND IT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS
Table of contents
1. Executive summary
a) The opportunity b) Key value drivers c) Strengths
3. Business environment
a) b) c) d) e) Soil Climate Crops Yields Infrastructure Government support Support from state banks Country information
f)
5. Financial information
a) KFIs and financial statements from model b) Investment program c) Economics per ha
(Click on links)
<< Return to table of contents
1.
Executive summary
2.
3. 4.
5.
Financial information
Wheat 2011
Harvest: Hectares planted: Average yield: Estimated sale price: Estimated value: 310,000 tons 103,000 ha 3 tons / ha $US 210 / ton $US 65 million
The Kshensky elevator complex, an AVG AVG RUSSIAN CROP PRODUCTION FUND asset
The opportunity:
Co-invest with one of Russias leading agri-businesses.
Strategy:
Specialize in high-margin grain, sugarbeet, and oilseed production.
People
Existing operations
Government partnership
Access
Highly profitable investment opportunities. of having the Russian government as co-investor and partner.
Yield improvements
Security
Value acquisitions
Proven team
Grain storage
Micro:
Expertise in land purchase Inexpensive asset acquisition Strong management
Macro:
Strong ag commodity fundamentals Strong Russian economic growth (5%) Government subsidies Large scale public and private sector investment in ag sector and infrastructure
Strengths
Financial Proven fund management team Access to cheap debt Operational Existing operations and assets Synergies with existing investorcontrolled operations Large, quick, and realistic productivity and yield gains Risk Management Federal govt support Good local govt relations
Geographic diversification
1.
Executive summary
2.
3. 4.
5.
Financial information
<< Return to table of contents The Tikhoretsky sugar-beet processing plant, an AVG asset
Geographic diversity
Expansion plans
Region Currently controlled by AVG. Could be contributed. 40,000 Expansion Total
A hedge against weather risk Allows for more efficient use of machinery
100,000
140,000
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Land
Fair real value estimate for Black Earth Russian farmland: $4000 - $5000 / ha
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Security
Farm Director
Farm Director
Farm Director
Head Engineer
Head Engineer
Head Engineer
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Head Agronomist
Head Agronomist
Head Agronomist
The Razgulay Group is in the process of implementing GPS and related precision-agriculture techniques on its farms.
Farm workers
Farm workers
Farm workers
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13
Yield improvements
Improved technique GPS technologies Precision agriculture Better fertilizer use New machinery No-till technique Better seeds Herbicides and pesticides Wheat (Black Earth Crop Current Yield 3.4 Attainable yield within 3 years 5-6
% Improve ment
60%
31
1.8
36
2.5
16%
40%
14
Sugar Manufacturing
11 operating units: 10 processing plants 1 milk bottling plant Annual capacity: 4 mm tons sugar beet and 1.4 mm tons sugar in bulk. 2010 sales: 475,000 tons (14% of Russian market)
Crop cultivation
23 operating units: Total land: 460,000 ha. Cultivating 332,000 ha. 2010 harvest figures: Sugar beet: 926,000 tons Grain and oil seeds: 400,000 tons Bulk rice - 130,000 tons
% of sales
33% 23% 44%
<< Return to table of contents
15
Storage
A key strategic requirement
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Exit strategy
IPO, sale, or further round financing. Eligible for IPO in 3 years. Convincing precedent for FSU ag IPOs in London, Warsaw, Frankfurt, Stockholm, Moscow. As Russian farming becomes more productive, and more fully invested, possible selective asset sales at steep premium to acquisition cost.
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1.
Executive summary
2.
3. 4.
5.
Financial information
Sunflower 2011
Harvest: Hectares planted: Average yield: Estimated sale price: Estimated value: 38,000 tons 24,000 ha 1.6 tons / ha $US350 / ton $US 13 million
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Climate
The climate in this region is similar to the northern American Midwest (North Dakota), but delivers better yields due to the richer soil.
Yields
Without fertilizer, Chernozem yields an average of 3 metric tons of wheat per hectare, and with fertilizer, reliable yields are as high as 6 tons.
The soil is so rich it is actually black, like potting soil from a garden shop. Hence its name, Black Earth.
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Local roads connecting farms in a typical Central Black Earth region. Small circles are usually farms 3 4 km distant from each other.
A typical local road in the central black earth region: well-maintained and not crowded. Compare to Brazil: almost no rail and far fewer roads which are badly overcrowded.
The black sea port of Novorossisk. It, and other Russian ports are being rapidly expanded.
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300 250 200 150 100 50 0 83 19 7 8 28 11 2008 3 18 19 11 37 10 2009 5 159 99 25 25 11 45 9 2010 228 199 108
246
262
92%
85% 75%
90%
121 22 30 12 48 9 2011E Interest rate subsidies Plant grow ing subsidies Other from federal budget
132
23 31 13 48 9 2012E
Grain
Sugar
Vegetables
Animal breeding subsidies Subsidies on fertilizers Construction capex Subsidies from regional budgets
Source: Russian Ministry of Agriculture
Potatoes
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Government support 2
Worldwide
Government agricultural support as % of gross farm receipts
Producer Support Estimate (PSE) as % of gross farm receipts, last 3 years average 2
1 3
Russia
2008-2012 Federal Program for Agriculture Development
% of GDP
PSE as % of GDP
0.39%
0.51%
0.51%
0.49%
0.47%
Japan
47%
0.9%
Turkey
34%
159
3.7% 2008
199
228
246
262
2009
2010
2011
2012
EU27
23%
0.7%
OECD
22%
0.6%
Program for Development of sugar beet complex in Russia for over RUR61 bn
of government spending in 2010 2012
Russia
14%
0.6%
Floating import tariff on raw sugar and prohibitive tariff on white sugar allow for
stable domestic sugar price and profitability of domestic producers
United States
9%
0.2%
China
9%
1.4%
Access to long-term loans at subsidized interest rates 0% income tax for agricultural producers until 2013 Despite Russias strong intentions of entering WTO in 2011, the government is
planning to continue general industry support, i.e.:
Brazil
6%
0.4%
Ministry of Agriculture insists on maintaining overall government agricultural spending at the current level until 2017
Ongoing negotiations with WTO members on keeping meat import quotas and raw sugar tariffs at the previously agreed level
Source: OECD, PSE database, 2009 and 2010 (1) PSE is an indicator of the annual monetary value of gross transfers from consumers and taxpayers to agricultural producers, arising from policy measure. It measures support arising from policies targeted to agriculture relative to a situation without such policies (2) 2007-09 average for Japan, EU27, OECD, Turkey, Canada and United States (latest available). 2005-07 average for Russia, China and Brazil (latest available) (3) 2009 data for Japan, EU27, OECD, Turkey, Canada and United States (latest available). 2007 data for Russia, China and Brazil (latest available)
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Arable land
USA Russia Europe Brazil Other LA countries Indonesia Ukraine 0 38 33 50 100 150
ha mm
#1
#2
#3 #4
Sugar beets
Potatoes
Wheat
200
Source: FAOSTAT
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Robust markets
Fastest growing export markets
Pork
Poultry
Dairy
Food Processing
Import substitution
AVG RUSSIAN CROP PRODUCTION FUND 25
306
Food consumption in Russia has a strong growth potential (CAGR of 13.3% in 2011E2014E)
Obsolete and inefficient production infrastructure Highly fragmented and unconsolidated market
2005A 2006A of Agriculture, 2009A 2010E 2011E Ltd Source: Russian Ministry2007A 2008ABusiness Monitor International 2012E Food consumption, US$ bn
2013E 2014E
1.
Executive summary
2.
3. 4. 5.
Rice: 2011
Harvest: Hectares planted: Average yield: Estimated sale price: Estimated value: 112,000 tons 19,000 ha 6 tons / ha $US 380 / ton $US 43 million
<< Return to table of processing plant in Krasnodar, an AVG asset The Poltavsky ricecontents
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100
80
+26%
60
40
20
0 Jan-10
Feb-10
Mar-10
Apr-10
May-10
Jun-10
Jul-10
Aug-10
Sep-10
Oct-10
Nov-10
Dec-10
Jan-11
Feb-11
Mar-11
Source: Bloomberg
28
29
Financial Indicators
RUR bn 40
30.2 30 25.9
thousand ha 570
500 460 460 450
20
10%
200
5%
100 0
0% 2009 2010
Prodimex
Ivolga-
Razgulay
NAPKO
Zolotoy
Sales
EBITDA
EBITDA margin
Source: Razgulay Group
Holding
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FSU Agricultural Opportunities Fund Russian Poultry Fund Russian Crop Production Fund Russian Sugar Fund
Fund is registered. Advanced discussions with investors. Assets partly acquired by AAM and acquisition targets identified. Initial planning stage. Fund not registered. Proposed. (Subject of current presentation)
Diversified FSU ag assets. Protein, crops, sugar, rice. Opportunistic focus. Poultry production
30%
Grain, sugar beet, oilseed cultivation, land acquisition. Sugar manufacturing from sugar beets. Rice cultivation
30%
Proposed
$100 million
$600 million
30%
Proposed
$50 million
$200 million
30%
Total assets currently owned by AVG and in operation: $100 million. Investment projects: $2 billion. 70% debt financing available for all projects @ 2% real interest.
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Domicile
Cayman Islands
IPO/ Private placement
Geographic Focus
Exit Strategy
Sector focus
Investment Manager
50% of management equity is held in reserve as a security against possible management loss
Target size
Term
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Bios
Rustem Mirgalimov Dmitry Steinsapir Eldar Nazmutdinov
Since 2010 and currently: Chairman of the Board and CEO of the Razgulay Group Since 2007 and currently: Managing Partner of AVG Capital Partners 2006-2008: Member of Supervisory Board of the Russian National Association of Securities Markets Participants Prior to AVG, Senior Executive and from 2004 Deputy Chairman of AK BARS Bank, a Top-20 Russian universal bank
From 2010 and currently: Board member of Razgulay Group Since 2009 and currently: Managing Partner at AVG Capital Partners 2006-2008: Member of Supervisory Board of the Russian National Association of Securities Markets Participants 2005 -2007: Member of the board of RTS, the leading Russian securities exchange. Prior to AVG, led the investment division of AK BARS Bank, and was CEO of AK BARS Finance. Prior to AK BARS, CEO of the Prospekt Brokerage, one of Russias first brokerages Prior to Prospekt, senior management positions at Russian branches of ING Barings and ABN Amro MBA 2005 Chicago Business School MBA 1996 Moscow International Business School
Since 2010: Partner at AVG Capital Partners Prior to AVG, co-head of legal department of New Russia Growth, a Russian growth strategy private equity fund Prior to NRG, head of legal at Sputnik Group, a leading Russian private equity fund Prior to Sputnik, Deputy CEO at the Prospekt Brokerage, one of Russias first brokerages Extensive experience in M&A in financial services, IT, telecoms, and retail 2002 Degree in international law from MGIMO, Russias leading university of international relations. Certified tax consultant
Prior to AK BARS Bank, Mr. Mirgalimov was the CEO of Art-Finance, an investment company
MBA 2005 Chicago Business School Degree in finance from Kazan State Financial and Economic Institute (1995) and in law from Kazan State University (1997)
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Risk management
Risk factor
Response Political country risk
Partnership with federal government Partnership with federal government Expert experience in land acquisition, title due diligence. Partnership with federal government Partnership with federal government Crop insurance. Crop diversity. Geographic diversity. Unlikely over long term Strong forward fundamentals Crop insurance. Crop diversity. Geographic diversity.
1 2 3 4 5 6 7 8 9
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Soy 2011
Harvest: Hectares planted: Average yield: Estimated sale price: Estimated value: 37,000 tons 23,000 ha 1.6 tons / ha $US 530 / ton $US 20 million
1. Executive summary
2.
3. 4. 5.
3 5
Key Results
Returns
ROE (annual) IRR (cumulative) IRR for the project
Year 1
-11% 0% 29%
Year 2
19% 0%
Year 3
24% 0%
Year 4
20% 0%
Year 5
17% 7%
Year 6
14% 21%
Year 7
12% 29%
Debt
Debt Interest coverage 76 497 642 0 136 709 367 13 199 544 831 19 199 544 831 24 199 544 831 29 199 544 831 33 199 544 831 37
Financial
Debt to equity ratio Wheat price: (% increase per yr) Land price: (% increase per yr) Tax rate Discount rate Real Interest Rate Contingency on equity capital
Best scenario Base scenario Worst scenario 70% 60% 50% 13% 12% 11% 40% 35% 20% 7% 9% 11% 12% 15% 18% 1% 2% 4% 25% 25% 25%
Required Investment
Total project Cumulative project From debt Cumulative debt From equity Cumulative equity 127 496 070 127 496 070 76 497 642 76 497 642 50 998 428 50 998 428 100 352 875 227 848 945 60 211 725 136 709 367 40 141 150 91 139 578 104 725 774 332 574 719 62 835 465 199 544 831 41 890 310 133 029 888 0 332 574 719 0 199 544 831 0 133 029 888 0 332 574 719 0 199 544 831 0 133 029 888 0 332 574 719 0 199 544 831 0 133 029 888 0 332 574 719 0 199 544 831 0 133 029 888
Other
% of land owned as property (as opposed to lease) Exchange rates Inflation (For other assumptions, see "Additional Assumptions" sheet) 70% Constant Zero (Changeable)
Other
Shareholders equity Net cash flow 45 868 475 -85 526 809 -5 129 953 298 886 524 120 000 129 918 581 3 232 758 25 197 802 469 121 235 120 000 255 630 283 -17 656 075 60 408 755 430 750 217 200 000 389 704 920 67 957 846 77 292 284 403 651 697 200 000 564 086 377 93 413 013 97 227 053 327 594 700 200 000 782 765 792 104 669 581 113 261 306 247 886 437 200 000 1 056 436 563 129 734 548 129 734 548 374 979 859 200 000
Base scenario
For additional ratios and financial indicators, see the "Additional FI" sheet.
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Razgulays estimated 2011 crop value: Sugar Beet: $112 million Wheat: $65 million Rice: $43 million Soy: $20 million Flax: $16 million Sunflower: $13 million Barley: $12 million Other: $1 million Total: $282 million
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Additional information
Investment Program:
Item
Land acquisition Equipment purchase / lease, upgrades Working capital Senior management Total
Amount
$125 mil $165 mil $165 mil $3 mil $458 mil
NET SALES / ha (4 tons/ha @ $250 less moisture and foreign matter avg) VARIABLE COSTS PER HA Land Equipment Fertilizer Fuel & Lubricants Seeds Chemicals Storage and Transport Field Labor TOTAL VARIABLE COSTS Management TOTAL COSTS GROSS PROFIT PER HA CONTINGENCY @ 12% NET PROFIT PER HA PROFITS / SALES
$1,000
$43 $70 $85 $50 $70 $56 $40 $20 $434 $30 $464 $536 -$120 $416 42%
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Contact info
Charles Bausman Director for Investments AVG Capital Partners Moscow office 109428, Moscow, Ryazansky prospect, 61/4 Phone: +7 (495) 232 5543 Mobile: +7 (985) 920 3076 Cayman office P/o box 1344 20 Genesis Close Grand Cayman KY1-1108, Cayman Islands
c.bausman@avgfund.com
www.avgfund.com
Disclaimer
THIS DOCUMENT IS CONFIDENTIAL AND IS AVAILABLE ONLY TO POTENTIAL INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. IMPORTANT: You must read the following before continuing. The following applies to the presentation (the document) following this notice, and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. The document has been prepared solely in connection with the information purposes for certain institutional and professional investors of the securities described herein. This document is not being made available to the public. This document serves exclusively as background material introducing the AVG CIS Agricultural Opportunities Fund (the Fund). Any potential investor should be aware that the value of the investment is subject to a variety of risks and may fall, as well as rise, and investors may not get back the amount invested. This document is neither an offer to sell, nor a solicitation of any offer to buy shares in the Fund or interests in AVG Capital Partners in any jurisdiction. NOTHING IN THIS DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES THAT MAY BE DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THESECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS DOCUMENT IS NOT AN ADVERTISEMENT AND IT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS
39