Contenu connexe Similaire à Valmet Financial Statements Review 2014 (20) Valmet Financial Statements Review 20141. Profitability in the targeted
range in Q4/2014 – good
orders received in Services
Financial Statements Review 2014
February 6, 2015
Pasi Laine, President and CEO
Markku Honkasalo, CFO
2. Agenda
February 6, 2015 © Valmet2
2014 in brief
Business lines’ development
Dividend proposal
Guidance and short-term outlook
Summary of Financial Statements Review 2014
The acquisition of Process Automation Systems
1
2
4
5
6
7
Financial Statements Review 2014
Financial development3
4. 40%
39%
21%
Profitability improved and orders received
increased during Valmet’s first year
February 6, 2015 © Valmet4
Net sales (2014)Global market leader with
#1-2 market positions in all
markets served
Stable, growing and profitable
EUR 1 billion services business
High barrier to entry capital
business with good long-term
growth potential in businesses
such as board, tissue, pulp, and
biotechnology
2014 figures
Orders received EUR 3,071 m
Net sales EUR 2,473 m
EBITA1 EUR 106 m
Employees 10,464
Market position
#1-2 Services
#1-2 Pulping
#1-2 Bioenergy generation
#1-2 Paper, board, tissue
1) EBITA before non-recurring items
Services
Pulp and Energy
Paper
18%
13%
43%
11%
15%
North America
EMEA
South America
Asia-Pacific
China
5. February 6, 2015 © Valmet5
• Orders received at the previous year’s level
• Services net sales stable at approximately EUR 1 billion
• EBITA1 almost doubled in 2014
• SG&A expenses decreased as a result of the cost savings program
• Good development in gross profit
• Further profitability improvement potential through savings in procurement and quality, by actions
to improve project and service margin, by continuing to improve cost competitiveness, and by
improving product cost competitiveness to increase gross profit
• Orders received almost doubled in Pulp and Energy and increased in Paper
• Net sales increased in Pulp and Energy and declined in Paper
Orders received increased in capital business
Profitability improved in every quarter of 2014
Strong balance sheet and good cash flow
• Net debt EUR -166 million, and gearing -21% at the end of 2014
• Cash flow provided by operating activities EUR 236 million in 2014
2014 in brief
Services stable in 2014
• Order backlog approximately EUR 2 billion at the end of 2014
Order backlog increased by 43 percent in 2014
1) EBITA before non-recurring items
6. February 6, 2015 © Valmet6
• Orders received increased by 17%
• Services net sales stable
• EBITA1 increased in Q4/2014 compared with Q4/2013
• Profitability improved in every quarter of 2014
• Further profitability improvement potential through savings in procurement and quality, by actions
to improve project and service margin, by continuing to improve cost competitiveness, and by
improving product cost competitiveness to increase gross profit
• Orders received increased in Paper and decreased in Pulp and Energy
• Net sales increased in Paper, and Pulp and Energy
Orders received increased in capital business
Profitability reached the targeted range in Q4/2014
Balance sheet continues to be strong
• Net debt EUR -166 million, and gearing -21%
• Cash flow provided by operating activities EUR 30 million in Q4/2014
Q4/2014 in brief
Orders received increased in services in Q4/2014
• Order backlog approximately EUR 2 billion at the end of 2014
Order backlog decreased compared with Q3/2014
1) EBITA before non-recurring items
7. Key figures 2014
February 6, 2015 © Valmet7
Non-recurring items: EUR -5 million in Q4/2014 (EUR -34 million in Q4/2013)
EUR -12 million in 2014 (EUR -86 million in 2013)
1) Before non-recurring items
2) After non-recurring items
3) Proposal made by the Board of Directors
EUR million Q4/2014 Q4/2013 Change 2014 2013 Change
Orders received 480 428 12% 3,071 2,182 41%
Order backlog 1,998 1,398 43%
Net sales 777 666 17% 2,473 2,613 -5%
EBITA1 48 -25 106 54 94%
% of net sales 6.1% -3.7% 4.3% 2.1%
EBIT2 38 -66 72 -59
% of net sales 4.8% -9.9% 2.9% -2.2%
Earnings per share, EUR 0.17 -0.41 0.31 -0.42
Return on capital employed (ROCE), before taxes 9% -4%
Dividend per share, EUR 0.253 0.15
Cash flow provided by operating activities 30 -38 236 -43
Gearing at the end of period -21% 0%
The comparison figures are based on financial carve-out
data. The balance sheet and its related key figures as at
December 31, 2013 are based on actual figures.
8. 121 94 104 95 185
82 135 88
69
402
20 42
24 194 23 40
212
214
201 178
437
567
189 277
33
103
31 74
34
120
53 34
76
47
27 39
422
60
66 41
511
861
382 428
1,101
1,023
466 480
0
500
1,000
1,500
2,000
2,500
3,000
3,500
0
200
400
600
800
1,000
1,200
1,400
Q1/13 Q2/13 Q3/13 Q4/13 Q1/14 Q2/14 Q3/14 Q4/14
North America (LHS) South America (LHS)
EMEA (LHS) China (LHS)
Asia-Pacific (LHS) Last 4 quarters (RHS)
282 281 237 233 267 273 242 273
61
452
66 102
622 560
96 66
168
128
80 93
212
190
128 142
511
861
382 428
1,101
1,023
466 480
0
500
1,000
1,500
2,000
2,500
3,000
3,500
0
200
400
600
800
1,000
1,200
1,400
Q1/13 Q2/13 Q3/13 Q4/13 Q1/14 Q2/14 Q3/14 Q4/14
Services (LHS) Pulp and Energy (LHS)
Paper (LHS) Last 4 quarters (RHS)
Orders received exceeded EUR 3 billion in 2014
Development in Q4/2014 compared with Q4/2013:
• Orders received increased in Services
• Orders received decreased in Pulp and Energy
• Orders received increased in Paper
• Orders received increased in EMEA and Asia-Pacific and decreased in China and
North America
February 6, 2015 © Valmet8
Orders received (EUR million),
by business line
Orders received (EUR million),
by area
9. 1,807 1,883
1,658
1,398
1,972
2,406 2,312
1,998
0
500
1,000
1,500
2,000
2,500
3,000
Q1/13 Q2/13 Q3/13 Q4/13 Q1/14 Q2/14 Q3/14 Q4/14
Order backlog approximately EUR 2 billion
• Management estimates that ~80% of the order backlog will be recognized as net
sales during 2015
• Approximately 20% of the order backlog relates to the Services business line
February 6, 2015 © Valmet9
Order backlog (EUR million)
~20%
~80%
Services business Capital business
Structure of order backlog
10. 243 256 256 274 224 251 235 278
631
714
601
666
519
588 590
777
4.1%
3.1%
5.1%
-3.7% 0.7%
3.7%
5.5% 6.1%
Q1/13 Q2/13 Q3/13 Q4/13 Q1/14 Q2/14 Q3/14 Q4/14
Services
Capital
EBITA-%
EBITA margin in the targeted range in Q4/2014
February 6, 2015 © Valmet10
EBITA target 6–9%
Net sales and EBITA before NRI (EUR million)
• Net sales increased compared with Q4/2013
• Profitability improved in every quarter of 2014
EBITA before
NRI (EUR million)
22 31 -25 4 2226 32 48
11. 0%
5%
10%
15%
20%
25%
30%
35%
0
20
40
60
80
100
120
140
160
Q1/2013
Q2/2013
Q3/2013
Q4/2013
Q1/2014
Q2/2014
Q3/2014
Q4/2014
EUR million (LHS) % of net sales (RHS)
0%
5%
10%
15%
20%
25%
30%
35%
0
20
40
60
80
100
120
140
Q1/2013
Q2/2013
Q3/2013
Q4/2013
Q1/2014
Q2/2014
Q3/2014
Q4/2014
EUR million (LHS) % of net sales (RHS)
Good development in gross profit – SG&A at a
normalized level
February 6, 2015 © Valmet11
Gross profit (EUR million and % of net sales)
• Selling, general and administrative expenses (SG&A) at an annual level of
approximately EUR 400 million
- SG&A in relation to net sales decreased in every quarter of 2014
• Gross profit improved
• Further actions to improve gross profit through Must-Win implementation
SG&A (EUR million and % of net sales)
12. Key Must-Win objectives to improve profitability
to the targeted level of 6–9%
February 6, 2015 © Valmet12
Improve project
and service
margin
Harmonization of
processes
Localization of
competencies
Better selection of
sales cases
Development in
project
management
Common quality
development
approach
Quality tools and
processes
Highlight the
importance of
quality initiatives
and accountability
Reduce quality
costs and lead
times
Increase sourcing
from cost
competitive
countries
Increase use of
sub-contracting
Consolidation of
shipment and
warehouse
network
Savings in
procurement
Continue to
improve cost
competitiveness
Focus on cost
competitiveness
also after the
EUR 100 million
program
Improve product
cost
competitiveness
to increase gross
profit
Focus on cost
efficient design
Modularity and
standardization
14. 282 281
237 233
267 273
242
273
0
200
400
600
800
1,000
1,200
0
50
100
150
200
250
300
Q1/13
Q2/13
Q3/13
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
Orders received (LHS)
Orders received, last 4 quarters (RHS)
243 256 256
274
224
251
235
278
0
200
400
600
800
1,000
1,200
0
50
100
150
200
250
300
Q1/13
Q2/13
Q3/13
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
Net sales (LHS)
Net sales, last 4 quarters (RHS)
Services orders received stable in 2014, growth
in Q4/2014
February 6, 2015 © Valmet14
Net sales (EUR million)Orders received (EUR million)
• Services orders received increased compared with Q4/2013
- Orders received increased in all areas, especially in North America
- Orders received increased in the Energy and Environmental, Mill
Improvements, and Performance Parts business units, and remained on a
par with the comparison period in Rolls, and Fabrics business units
• Orders received stable in 2014 compared with 2013
• Net sales stable compared with Q4/2013
2014:
EUR 1,055 million
2013:
EUR 1,035 million
2014:
EUR 989 million
2013:
EUR 1,032 million
15. 61
452
66 102
622
560
96 66
0
200
400
600
800
1,000
1,200
1,400
1,600
0
100
200
300
400
500
600
700
800
Q1/13
Q2/13
Q3/13
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
Orders received (LHS)
Orders received, last 4 quarters (RHS)
221 240
206
240
181
229 234
312
0
200
400
600
800
1,000
1,200
1,400
1,600
0
50
100
150
200
250
300
350
400
Q1/13
Q2/13
Q3/13
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
Net sales (LHS)
Net sales, last 4 quarters (RHS)
Pulp and Energy orders received almost
doubled in 2014
February 6, 2015 © Valmet15
Net sales (EUR million)Orders received (EUR million)
• Orders received decreased compared with Q4/2013
- Orders received decreased in all areas
- Orders received increased in Energy and decreased in Pulp
• Orders received almost doubled in 2014 compared with 2013
• Net sales increased compared with Q4/2013
2013:
EUR 907 million
2013:
EUR 680 million
2014:
EUR 956 million
2014:
EUR 1,344 million
16. 168
128
80 93
212
190
128 142
0
150
300
450
600
750
900
0
50
100
150
200
250
300
Q1/13
Q2/13
Q3/13
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
Orders received (LHS)
Orders received, last 4 quarters (RHS)
167
218
139 152
114 108 120
186
0
150
300
450
600
750
900
0
50
100
150
200
250
300
Q1/13
Q2/13
Q3/13
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
Net sales (LHS)
Net sales, last 4 quarters (RHS)
Paper orders received approximately EUR 670
million in 2014
February 6, 2015 © Valmet16
Net sales (EUR million)Orders received (EUR million)
2013:
EUR 674 million
2013:
EUR 467 million
• Orders received increased compared with Q4/2013
- Orders received increased in EMEA and decreased in China, North America
and Asia-Pacific
- Orders received increased in Board and Paper, and remained on a par with
Q4/2013 in Tissue
• Orders received increased in 2014 compared with 2013
• Net sales increased compared with Q4/2013
2014:
EUR 528 million
2014:
EUR 671 million
19. -1
-39 -54
-158
-166
0%
-5%
-7%
-20% -21% -25%
-20%
-15%
-10%
-5%
0%
5%
10%
15%
20%
-250
-200
-150
-100
-50
0
50
100
150
200
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
Net debt (EUR million) Gearing (%)
41%
40% 40%
41%
42%
30%
35%
40%
45%
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
Strong balance sheet with negative gearing
February 6, 2015 © Valmet19
• Gearing -21% and net debt EUR -166 million
Net debt (EUR million) and gearing (%) Equity to assets ratio (%)
20. -4%
-2%
3%
6%
9%
-10%
-5%
0%
5%
10%
15%
20%
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
ROCE (before taxes) Target, 15%
1,024
985 967
902 877
0
200
400
600
800
1,000
1,200
Q4/13
Q1/14
Q2/14
Q3/14
Q4/14
ROCE on improving trend
February 6, 2015 © Valmet20
Return on capital employed (ROCE),
before taxes1 (%)
• Decrease in capital employed due to increase in trade and other payables and change in POC
receivables and liabilities
Capital employed (EUR million)
1) Annualized year-to-date figures
21. 51
16
1
2001
0
50
100
150
200
250
2015 2016 2017 2018
Long-term financing
February 6, 2015 © Valmet21
Maturity profile of interest-bearing debt
(EUR millions)
1) EUR 200 million syndicated revolving credit facility, of which none is
outstanding as of December 31, 2014.
• Average maturity of non-current loans
is 3.2 years
EUR 64 million EIB loan
Maturing in: H2/2016
EUR 4 million other financing sources
EUR 200 million syndicated revolving credit
facility
• None outstanding
• Maturity: December 2018
EUR 200 million domestic commercial paper
program
• None outstanding
Main financing sources
Back-up facilities
Amount of outstanding interest-bearing debt: EUR 68 million (Dec 31, 2014)
23. Dividend proposal
February 6, 2015 © Valmet23
Dividend payout at least 40% of net profit
Board of Directors’ dividend proposal to the
Annual General Meeting
EUR 0.25 per share
Dividend policy
25. Satisfactory
Guidance and short-term market outlook
25 February 6, 2015 © Valmet
Valmet estimates that, including the acquisition of Process Automation
Systems1, net sales in 2015 will increase in comparison with 2014 (EUR
2,473 million) and EBITA before non-recurring items in 2015 will increase in
comparison with 2014 (EUR 106 million).
Pulp and
Energy
Paper
Satisfactory
Pulp
Energy
Board and Paper
Tissue
Guidance for
2015
Services
Short-term market outlook
Guidance for 2015
Satisfactory
Satisfactory
Satisfactory
Satisfactory
Satisfactory
Satisfactory
Satisfactory
Good
Satisfactory
Q1/2014 Q2/2014
Satisfactory
Satisfactory
Satisfactory
Good
Satisfactory
Q3/2014
Satisfactory
Satisfactory
Good
Satisfactory
Q4/2014
1) The completion of the acquisition of Process Automation Systems
is subject to approval by the competition authorities.
27. Valmet becomes a stronger company as a result of the
acquisition of Process Automation Systems
© Valmet27
The acquisition was announced on January 15, 2015
The acquisition has an excellent strategic fit
Process Automation Systems is a strong, established business
Combination of Valmet and Process Automation Systems creates
a unique customer offering
Acquisition makes Valmet more stable and more profitable
February 6, 2015
28. North America
South America
EMEA
China
Asia-Pacific
Services
business line
Paper
business line
Automation
business line
Pulp and Energy
business line
Automation will be Valmet’s fourth business line
© Valmet28
• Acquisition is estimated to be completed by April 1, 2015 and is subject to approval by the competition
authorities
• Valmet will continue to have a single reporting segment
• Net sales, orders received and personnel will be reported for all business lines and areas after the
completion of the acquisition
• Sakari Ruotsalainen appointed as Business Line President, Automation
February 6, 2015
30. February 6, 2015 © Valmet30
2014 in brief
1) EBITA before non-recurring items
• Orders received at the previous year’s level
• Services net sales stable at approximately EUR 1 billion
• EBITA1 almost doubled in 2014
• SG&A expenses decreased as a result of the cost savings program
• Good development in gross profit
• Further profitability improvement potential through savings in procurement and quality, by actions
to improve project and service margin, by continuing to improve cost competitiveness, and by
improving product cost competitiveness to increase gross profit
• Orders received almost doubled in Pulp and Energy and increased in Paper
• Net sales increased in Pulp and Energy and declined in Paper
Orders received increased in capital business
Profitability improved in every quarter of 2014
Strong balance sheet and good cash flow
• Net debt EUR -166 million, and gearing -21% at the end of 2014
• Cash flow provided by operating activities EUR 236 million in 2014
Services stable in 2014
• Order backlog approximately EUR 2 billion at the end of 2014
Order backlog increased by 43 percent in 2014
33. © Valmet33 February 6, 2015
Largest shareholders on January 31, 2015
Based on the information given by Euroclear Finland Ltd.
# Shareholder name Number of shares % of shares and votes
1 Solidium Oy1
16,695,287 11.14%
2 Nordea Funds 5,099,644 3.40%
3 Skagen Global Verdipapirfond 3,202,627 2.14%
4 Ilmarinen Mutual Pension Insurance Company 3,092,126 2.06%
5 Varma Mutual Pension Insurance Company 2,908,465 1.94%
6 The State Pension Fund 1,520,000 1.01%
7 Keva 1,502,166 1.00%
8 Mandatum Life Insurance Company Limited 1,500,307 1.00%
9 Skagen Global II Verdipapirfond 987,963 0.66%
10 Sigrid Jusélius Foundation 610,865 0.41%
10 largest shareholders, total 37,119,450 24.76%
Other shareholders 112,745,169 75.24%
Total 149,864,619 100.00%
Largest shareholders
1) A holding company that is wholly owned by the Finnish State
• Cevian Capital II Master Fund L.P. has announced that as of March 10, 2014, Cevian Capital Partners Ltd. holds a total of
20,813,714 shares which corresponds to 13.89% of Valmet shares.
• The holding of Franklin Templeton Institutional, LLC increased on October 15, 2014 to 7,517,629 shares, corresponding to an
ownership of 5.02% of Valmet’s shares.
34. 55.5%
19.5%
11.1%
13.9%
Nominee registered and non-Finnish holders
Finnish institutions, companies and foundations
Solidium Oy
Finnish private investors
© Valmet34 February 6, 2015
Ownership structure on January 31, 2014
Sector Number of shareholders % of total shareholders Number of shares % of shares
Nominee registered and non-Finnish holders 305 0.6% 83,104,132 55.5%
Finnish institutions, companies and foundations 2,764 5.7% 29,278,567 19.5%
Solidium Oy1
0 0.0% 16,695,287 11.1%
Finnish private investors 45,806 93.7% 20,786,633 13.9%
Total 48,875 100.0% 149,864,619 100.0%
The ownership structure is based on the classification of sectors determined by Statistics Finland.
1) A holding company that is wholly owned by the Finnish State
36. 10
20
30
40
50
4
5
6
7
8
9
10
11
12
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Tissue (LHS) Newsprint (LHS)
Printing & Writing (RHS) Containerboard (RHS)
Cartonboard (RHS)
10
15
20
25
30
35
40
5
7
9
11
13
15
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Tissue (LHS) Newsprint (LHS)
Printing & Writing (RHS) Containerboard (RHS)
Cartonboard (RHS)
5
15
25
35
45
55
2
4
6
8
10
12
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Tissue (LHS) Newsprint (LHS)
Printing & Writing (RHS) Containerboard (RHS)
Cartonboard (RHS)
5
10
15
20
25
30
35
3
4
5
6
7
8
9
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Tissue (LHS) Newsprint (LHS)
Printing & Writing (RHS) Containerboard (RHS)
Cartonboard (RHS)
Paper, board, and tissue production trends
February 6, 2015 © Valmet36
Source: RISI
North America (million tonnes) Europe (million tonnes)
China (million tonnes) Asia-Pacific (million tonnes)
37. Paper, board, and tissue operating rates
February 6, 2015 © Valmet37
Source: RISI
North America Europe
China Asia-Pacific
75%
80%
85%
90%
95%
100%
2008
2009
2010
2011
2012
2013
2014
2015
Tissue Newsprint Printing & Writing
Containerboard Cartonboard
80%
85%
90%
95%
100%
2008
2009
2010
2011
2012
2013
2014
2015
Tissue Newsprint Printing & Writing
Containerboard Cartonboard
70%
75%
80%
85%
90%
95%
100%
2008
2009
2010
2011
2012
2013
2014
2015
Tissue Newsprint Printing & Writing
Containerboard Cartonboard
80%
82%
84%
86%
88%
90%
92%
94%
2008
2009
2010
2011
2012
2013
2014
2015
Tissue Newsprint Printing & Writing
Containerboard Cartonboard
38. Paper and board consumption growth trends
February 6, 2015 © Valmet38
Population growth in
emerging markets is
larger than in
developed markets
Level of consumption
per capita in
emerging markets
clearly below that in
developed markets
This offers us long-
term growth potential
Paper and board consumption per capita vs. population
Average global consumption: 53 kg per capita
Source: RISI
0
500
1,000
1,500
2,000
2,500
0
50
100
150
200
250
EasternEurope
WesternEurope
NorthAmerica
LatinAmerica
Japan
China
RestofAsia
Oceania
Africa
MiddleEast
Consumption per capita, kg (LHS) Population, million (RHS)
41. 0
10
20
30
40
50
60
70
80
90
100
0
20
40
60
80
100
120
140
160
180
1-Jan-10 1-Jun-10 1-Nov-10 1-Apr-11 1-Sep-11 1-Feb-12 1-Jul-12 1-Dec-12 1-May-13 1-Oct-13 1-Mar-14 1-Aug-14
CIF ARA steam coal (USD/t) (LHS) Brent crude oil (USD/barrel) (LHS) Natural gas spot price NBP (GBP/therm) (RHS)
0
20
40
60
80
100
120
0
20
40
60
80
100
1-Jan-10 1-Jun-10 1-Nov-10 1-Apr-11 1-Sep-11 1-Feb-12 1-Jul-12 1-Dec-12 1-May-13 1-Oct-13 1-Mar-14 1-Aug-14
European Energy Exchange, Phelix (EUR/MWh) (LHS) Nordpool Power (EUR/MWh) (LHS)
UK Baseload (GBP/MWh) (RHS)
Crude oil, steam coal, natural gas and electricity
February 6, 2015 © Valmet41
Source: Bloomberg
Europe
42. 0
1
2
3
4
5
6
7
0
20
40
60
80
100
120
140
1-Jan-10 1-Jun-10 1-Nov-10 1-Apr-11 1-Sep-11 1-Feb-12 1-Jul-12 1-Dec-12 1-May-13 1-Oct-13 1-Mar-14 1-Aug-14
FOB steam coal Richards Bay (USD/t) (LHS) WTI crude oil (USD/barrel) (LHS) Henry Hub gas (USD/MMBtu) (RHS)
70
75
80
85
90
0
50
100
150
200
1-Jan-10 1-Jun-10 1-Nov-10 1-Apr-11 1-Sep-11 1-Feb-12 1-Jul-12 1-Dec-12 1-May-13 1-Oct-13 1-Mar-14 1-Aug-14
Electricity spot price, PJM (USD/MWh) (LHS) Electricity spot price, NEPOOL (USD/MWh) (LHS)
US utility capacity utilization rate (RHS)
Crude oil, steam coal, natural gas and electricity
February 6, 2015 © Valmet42
Source: Bloomberg
United States
44. Important notice
IMPORTANT: You must read the following before continuing. The following applies to this document, the oral presentation of the information in this document by Valmet (the
“Company”) or any person on behalf of the Company, and any question-and-answer session that follows the oral presentation (collectively, the “Information”). In accessing the
Information, you agree to be bound by the following terms and conditions.
The Information is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, any locality, state, country or other
jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The Information is not for
publication, release or distribution in the United States, the United Kingdom, Australia, Canada or Japan.
The Information does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase any securities, and nothing
contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding any securities.
Prospective investors are required to make their own independent investigations and appraisals of the business and financial condition of the Company before taking any investment
decision with respect to securities of the Company. Prospective investors should make any investment decision solely on the basis of the information contained in the demerger
prospectus published on September 23, 2013 and any stock exchange releases regarding the Company following the publication of the demerger prospectus.
No securities of the Company are being offered or sold, directly or indirectly, in or into the United States and no shares in the Company have been, or will be, registered under the
Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or
indirectly, in or into the United States (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States.
The Information is directed solely at: (i) persons outside the United Kingdom, (ii) persons with professional experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section
21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be
communicated or caused to be communicated (all such persons in (i)-(iv) above being “Relevant Persons”). Any investment activity to which the Information relates will only be
available to and will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on the Information. By accessing the Information, you
represent that you are a Relevant Person.
The Information contains forward-looking statements. All statements other than statements of historical fact included in the Information are forward-looking statements. Forward-
looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and
business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,”
“anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-
looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the Company’s actual results,
performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate in the
future.
No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the
Information or the opinions contained therein. The Information has not been independently verified and will not be updated. The Information, including but not limited to forward-
looking statements, applies only as of the date of this document and is not intended to give any assurances as to future results. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to the Information, including any financial data or forward-looking statements, and will not publicly release any revisions it may
make to the Information that may result from any change in the Company’s expectations, any change in events, conditions or circumstances on which these forward-looking
statements are based, or other events or circumstances arising after the date of this document. Market data used in the Information not attributed to a specific source are estimates
of the Company and have not been independently verified.
February 6, 2015 © Valmet44