Delivering meaningful growth

November 2, 2023 - After 5:45pm CET

Regulated information

Results as of September 30, 2023

Ongoing focus on value creation, with

contributions from all private assets, strategic appointments and

a program to accelerate share buybacks and cancel shares

  • Value creation from all private assets and GBL Capital exceeding + €445m1, with, in particular:
    • uplift for the healthcare platforms in their first valuations since GBL's acquisitions in July 2022
    • broad-basedcontributions across the GBL Capital portfolio
  • Stable cash earnings at €371m, with an increase in dividends from listed assets (+ €77m), compensating for a lesser contribution from GBL Capital (- €67m)
  • Strategic appointments to contribute to value creation
    • GBL: Frédéric Oudéa as Senior Executive Advisor; GBL Capital: Joe Topley as
      CEO; Sienna Investment Managers: Michael Dobson as Chairman
  • Execution of a program2 to accelerate share buybacks and to cancel shares
  • Approval3 of a seventh share buyback envelope4, in the amount of €500m
  • On track to return over €1.2bn to shareholders in FY 2023 through share buybacks and dividends
  • NAV per share of €109 compared to €116 at year-end 2022, the evolution being primarily attributable to the listed portfolio
  • Closing of the combination of Webhelp, GBL's first private asset, and Concentrix, thereby creating a prominent global player5 in customer experience
  • Consolidated net result of €1.7bn, positively impacted by the deconsolidation of
    Webhelp (€1.3bn), compared to €(0.5)bn in FY 2022

Ian Gallienne, CEO of GBL, stated, "In a challenging market environment, GBL's teams remain focused on value creation. Over the first nine months of 2023, GBL demonstrated its aptitude to create value for its private and alternative assets. We have also made several strategic appointments to reinforce our commitment to value creation. Finally, our accelerated share buyback program underscores my confidence in the rerating potential of GBL shares. The combination of share buybacks and dividends will lead us to deliver over €1.2bn to our shareholders this year."

  1. For private assets held on September 30, 2023 for + €292m (see page 10) and GBL Capital for + €155m (see page 18)
  2. Press release dated July 31, 2023 on enhanced shareholder returns
  3. GBL's Board of Directors approved a seventh envelope of €500m on November 2, 2023
  4. Execution will begin in December 2023, once the sixth envelope, under the safe harbour regime, has been fully executed. Modalities will be subject to market conditions
  5. The combined entity, Concentrix + Webhelp, is now classified under listed assets in GBL's communications

1

Highlights

Concentrix + Webhelp: creation of a prominent global player

The transaction related to the combination of Webhelp (GBL's first private asset) and listed-company Concentrix (the "Transaction") closed on September 25, 2023. GBL's payment terms consist of

  1. Concentrix shares, (ii) earn-out shares, (iii) a seller note ("Concentrix note") and (iv) cash. Upon completion of the Transaction, GBL became the largest shareholder of the combined entity

("Concentrix + Webhelp") with 13.17% of the capital and voting rights as of September 30, 2023. GBL is represented on the Board of Directors.

The combined company's high-quality management and first-rate client portfolio will support growth and profitability that should lead to further value creation for GBL and its stakeholders.

This combination is in line with the strategy GBL initiated in 2019 to invest in solid, fast-growing private platforms well positioned to participate in sector consolidation and attain leadership.

Private assets: strong operational performance and value creation

All consolidated private assets posted solid double-digittop-line growth, up + 26% on a combined basis for the 9M 2023. These companies all reported significant organic growth, which was complemented by M&A contributions from the healthcare participations which are considered as platforms and for which sector consolidation is key to their development.

Consolidated private assets, performance 9M 2023 vs. 9M 2022

Affidea

Sanoptis1

Canyon

Sales, €m

632

419

621

Growth, %

19%

42%

23%

Organic growth, %

16%

11%

23%

EBITDA growth, %

22%

46%

- 6%

Source: non-audited company reporting

Total

1,672

26%

18%

21%

This strong operational performance generated a NAV increase of + €267m2 for GBL's consolidated private assets. This increase includes the positive contributions from the first published revaluations for healthcare platforms Affidea and Sanoptis since GBL acquired majority stakes in July 20223.

The totality of GBL's private assets (including non-consolidated assets or assets accounted for using the equity method) recorded a NAV increase of + €286m4.

  1. Includes annualization of closed clinic M&A and clinic M&A projects with signed SPAs at the end of the period
  2. Affidea (+ €154m), Sanoptis (+ €102m) and Canyon (+ €12m)
  3. Acquisitions are held at cost for 12 months, provided this is the best estimate of fair value
  4. Affidea, Sanoptis and Canyon (+ €267m in total), Voodoo (+ €14m) and Parques Reunidos (+ €5m)

2

GBL Capital: continued value creation and new leadership

GBL Capital created + €155m of value over the 9M 2023. Value creation was balanced across the business. At the end of the period, GBL Capital's assets represented 16% of GBL's portfolio and comprised approximately 65% funds and 35% direct/co-investments.

In September 2023, Joe Topley joined GBL as the CEO of GBL Capital. Joe Topley has over 20 years' experience in private equity investing. Prior to GBL Capital, he was responsible for European private equity fund investments at Ontario Teachers' Pension Plan. He previously worked for the StepStone Group, a global asset manager.

Sienna Investment Managers: ongoing development as a third-party asset manager

and strengthened teams

Sienna Investment Managers recorded approximately €2bn in net inflows over the period, bringing total assets under management to more than €32bn as of the end of September 2023. The asset manager also launched multiple funds across its various areas of expertise and made several key hires.

Sienna Investment Managers appointed Michael Dobson non-executive Chairman of its Board of Directors. Michael Dobson brings four decades of experience in the financial sector and board positions, most recently as Chief Executive, then Chairman of Schroders plc.

Dynamic portfolio rotation

The group continued to actively rotate its portfolio over the 9M 2023, with, in particular, disposals within its listed portfolio. GBL exited its remaining 2.1% stake in Holcim at the end of May 2023 following the maturity of €567m of forward sales cum dividend. The group also completed the disposal of its residual 1.9% stake in Mowi for proceeds of €158m. Separately, GBL crystalized gains on Pernod Ricard by slightly reducing its position from 6.9% to 6.7% of the capital for proceeds of €110m, while remaining the top shareholder after the reference family shareholder. These three disposals generated a total net capital gain1 of €116m2.

A solid financial position to seize attractive opportunities

The group's strong liquidity, low leverage and balanced debt maturity profile position GBL to seize attractive investment opportunities going forward. GBL's liquidity profile was €3.9bn as of September 30, 2023.

Accelerated share buybacks and subsequent cancellations underscoring GBL's

commitment to shareholder returns

In line with its commitment to shareholder returns, GBL has executed a program3 of accelerated share buybacks and subsequent share cancellations. For the 9M 2023, the group's share buybacks totaled €589m, compared to €279m for the HY 2023. The group anticipates share buybacks to reach approximately €815m in FY 2023, a significant increase compared to €643m in FY 2022. Combined with dividends paid in 2023, cash returns to shareholders should exceed €1.2bn for the year.

  1. In accordance with IFRS-9, capital gains (losses) do not impact GBL's net consolidated result
  2. Holcim's net capital gain of €45m is following the adjustment of the transaction price to account for a higher dividend per share paid by Holcim in May 2023 than that expected when the forward sales contract was concluded and used to define the contractual terms (CHF 2.50 vs. CHF 2.20);
    Pernod Ricard's net capital gain of €76m is based on the historical acquisition price
  3. Press release dated July 31, 2023 on enhanced shareholder returns

3

Net asset value

As of September 30, 2023, GBL's net asset value amounts to €16.0bn (€109.19 per share) compared to €17.8bn (€116.18 per share) at year-end 2022. Relative to the stock price of €70.56, the discount as of end September 2023 stood at 35.4%, representing a tightening of 43 bps.

September 30, 2023

December 31, 2022

% in

Stock

(€m)

Variation

% in

Stock

(€m)

capital

price (€)1

capital

price (€)1

Listed assets

11,276

n/a

12,450

SGS

19.31

79.66

2,883

- 8%

19.11

87.342

3,127

Pernod Ricard

6.73

157.85

2,716

- 17%

6.89

183.75

3,266

adidas

7.62

166.62

2,285

+ 31%

7.62

127.46

1,748

Imerys

54.64

28.00

1,299

- 23%

54.64

36.34

1,686

Umicore

15.92

22.45

881

- 35%

15.92

34.32

1,347

Concentrix + Webhelp

13.17

75.62

6843

-

-

-

-

GEA

6.29

34.96

397

- 8%

6.29

38.20

434

Ontex

19.98

6.95

114

+ 11%

19.98

6.24

103

TotalEnergies

0.01

62.31

17

+ 6%

0.01

58.65

16

Holcim

-

-

-

-

2.14

48.62

5674

Mowi

-

-

-

-

1.91

15.90

157

Private assets

2,995

n/a

4,431

Affidea

99.05

1,149

+ 15%

99.59

996

Sanoptis

83.35

813

+ 14%

83.81

711

Canyon

47.965

451

+ 3%

48.245

439

Parques Reunidos

23.00

296

+ 2%

23.00

291

Voodoo

15.91

287

+ 5%

16.18

273

Webhelp

-

-

-

61.53

1,721

GBL Capital

2,810

+ 11%

2,535

Sienna Investment Managers6

130

+ 8%

120

Portfolio

17,211

n/a

19,535

Treasury shares

970

+ 6%

912

Gross debt

(4,028)

- 1%

(4,068)

Gross cash

1,404

+ 1%

1,397

Concentrix note

461

-

-

Net asset value

16,018

- 10%

17,775

Net asset value (€ p.s.)7

109.19

- 6%

116.18

Stock price (€ p.s.)

70.56

- 5%

74.58

Discount

35.4%

- 43 bps

35.8%

  1. Share price converted in € based on (i) the ECB fixing of 0.9669 CHF/€ as of September 30, 2023, and of 0.9847 CHF/€ as of December 31, 2022 for SGS and Holcim, (ii) the ECB fixing of 1.0594 USD/€ as of September 30, 2023 for Concentrix + Webhelp and (iii) the ECB fixing of 10.5138 NOK/€ as of December 31, 2022 for Mowi
  2. Reflects a 25:1 stock split as of April 12, 2023
  3. Including the market value of earn-out shares at September 30, 2023, i.e. €21m
  4. Proceeds of forward sales cum dividend
  5. GBL's ownership in Canyon, excluding shares held by GBL Capital (additional indirect ownership of 1.32% as of September 30, 2023 and December 31, 2022)
  6. Valued at the acquisition cost of the management companies less any impairment in value
  7. Based on 146,700,000 shares as of September 30, 2023 and 153,000,000 shares as of December 31, 2022

4

Portfolio evolution

As of September 30, 2023, listed assets accounted for 66% of the portfolio, while private assets and GBL Capital represented 17% and 16%, respectively. The investment to establish Sienna Investment Managers, the core activity of which is third-party asset management (more than €32bn at end September 2023), represents €130m, or less than 1% of GBL's NAV.

€bn

Total portfolio by asset category

25

20

15

10

5

0

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

'18

'19

'20

'21

'22

'23

Listed

Private

GBL Capital

Sienna Investment Managers

GBL share

Given the discount of the share price to NAV (35.4% on September 30, 2023), the group continues to buy back shares. Following its announcement on July 31, 2023 of an accelerated share buyback program, the group increased the pace of buybacks throughout the remainder of the Q3. Over the quarter, GBL acquired, directly and through its subsidiaries, 4.2m GBL shares, corresponding to 2.87% of the shares representing the capital as of September 30, 2023, for a total consideration of €310m. This compares to a total consideration of €279m over the HY 2023. As of September 30, 2023, 64.0% of the sixth share buyback program of €630m had been executed.

5

Net debt and cash flow

Net debt decreased from €2.7bn as of December 31, 2022 to €2.2bn as of September 30, 2023. This decrease mainly reflects divestments and returns of €1,398m and cash earnings of €371m, partially offset by investments of €892m (including share buybacks for €589m) and the dividend of €402m paid by GBL for the year 2022.

€m

Gross cash and

Gross debt

Net debt

Concentrix note

Position as of December 31, 2022

1,396.6

(4,067.8)

(2,671.2)

Cash earnings

371.0

-

371.0

Dividend for the year 2022

(402.4)

-

(402.4)

Investments

(891.8)

-

(891.8)

GBL (share buybacks)

(589.1)

-

(589.1)

GBL Capital

(233.4)

-

(233.4)

Sienna Investment Managers

(34.9)

-

(34.9)

SGS

(34.3)

-

(34.3)

Other

(0.2)

-

(0.2)

Divestments/returns

860.3

537.6

1,397.9

Webhelp

475.51

-

475.51

Holcim (forward sales 2023 prepaid in 2022)

(4.1)

537.6

533.5

Mowi

158.1

-

158.1

GBL Capital

113.6

-

113.6

Pernod Ricard

110.5

-

110.5

Other

6.7

-

6.7

Institutional bonds

495.8

(500.0)

(4.2)

Other

35.3

1.9

37.1

Position as of September 30, 2023

1,864.8

(4,028.4)

(2,163.6)

of which gross cash

1,404.1

of which Concentrix note

460.7

The LTV2 stood at 12.4%. This represents a decline from 13.5%, or 10.9% pro forma for Holcim's prepaid forward sales3, at the end of December 2022.4

Loan To Value

25%

20%

15%

10%

5%

0%

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

'18

'19

'20

'21

'22

'23

Target Range

Upper Limit

Loan To Value (Pro forma4)

Loan To Value (Reported)

  1. Includes the flows related to the Concentrix Transaction consisting of (i) Concentrix note for €460m (present value at the date of the Transaction) and (ii) cash for €15m
  2. Includes gross cash and Concentrix note
  3. With the portfolio value and net debt adjusted as if the sales occurred on December 31, 2022
  4. Pro forma for Holcim's prepaid forward sales for Q4 2022 and Q1 2023

6

Balance sheet management

€m

September 30, 2023

December 31, 2022

Institutional bonds

(2,500)

(2,000)

Exchangeable bonds into GEA shares

(450)

(450)

Convertible bonds into GBL shares

(500)

(500)

Exchangeable bonds into Pernod Ricard shares

(500)

(500)

Prefinancing of Holcim forward sales

-

(538)

Other

(78)

(80)

Gross debt

(4,028)

(4,068)

Gross cash (excluding treasury shares)

1,404

1,397

Concentrix note

461

-

(Net debt) / Net cash

(2,164)

(2,671)

The weighted average maturity of the gross debt is 3.8 years at the end of September 2023 (3.8 years1 at the end of December 2022).

The gross debt does not include the external investment commitments of GBL Capital, which total €735m at the end of September 2023 (€846m at the end of December 2022). The debt toward Webhelp's minority shareholders (valued at €1,607m at the end of June 2023 and €1,675m at the end of December 2022) has extinguished without any impact on GBL's cash at the closing of the Webhelp/Concentrix transaction on September 25, 2023 (the "Closing").

The Concentrix note entitles GBL to receive approximately €510m in cash on the second anniversary of the Closing and is estimated at its present value for an amount of €461m as of September 30, 2023.

As of September 30, 2023, committed credit lines amount to €2,450m, fully undrawn, and mature over the 2027-2028 period.

The liquidity profile (gross cash and fully undrawn committed credit lines) amounts to €3,854m at the end of September 2023, compared to €3,847m at the end of December 2022.

Finally, as of September 30, 2023, the 13.8m treasury shares correspond to 9.4% of the shares representing the capital on this date and are valued at €970m.

1 Excluding the prefinancing of forward sales of Holcim shares

7

Listed assets

Listed assets include stakes in SGS, Pernod Ricard, adidas, Imerys and Umicore, among others. As from September 25, 2023, this asset class also includes Concentrix + Webhelp following the combination of GBL's private asset Webhelp with the listed company Concentrix on this date. As an engaged long-term investor, GBL seeks to invest in high-quality companies, that are primarily investment grade and with a leading sector position. GBL contributes to value creation through its involvement in the key governance bodies of its portfolio companies. Listed assets represent 66% of GBL's portfolio at the end of Q3 2023.

NAV of Listed assets 12/31/2022

NAV of Listed assets 9/30/2023

Mowi 1%

GEA 3% Ontex 1%

GEA 3%

Ontex 1%

Holcim 5%

TotalEnergies 0%

TotalEnergies 0%

Concentrix + Webhelp 6%

Umicore 11%

Umicore 8%

SGS 26%

Pernod Ricard 26%

€12.5bn

Imerys 12%

€11.3bn

Imerys 14%

Pernod Ricard 24%

adidas 14%

SGS 25%

adidas 20%

Highlights

  • Operational progress1 has recently been made across the portfolio, despite a challenging macroeconomic backdrop, with, in particular:
    o Pernod Ricard: remains confident in its mid-term FY 2023 - FY 2025 financial framework, aiming for the upper end of + 4% to + 7% organic net sales growth and + 50 to + 60 bps organic operating margin improvement
    o SGS: reported strong H1 2023 results, leading to an upgrade of FY 2023 organic growth guidance, from mid-single to mid- to high- single-digit organic revenue growth2, an improved adjusted operating income2 and margin2
    o adidas: communicated a positive impact from the sales of part of the remaining Yeezy inventory and better-than-expected development of the underlying business, resulting in an upgrade to FY 2023 guidance
    o Imerys: reiterated its FY 2023 current EBITDA guidance3, thanks in part to its ability to maintain a positive price/cost balance
    o Umicore: confirmed the expansion of its electric vehicle ("EV") battery materials production footprint in North America, with substantial financial support from the Canadian government and entry into a long-term supply agreement with AESC for
    1. EV battery materials in North America and (ii) a strengthened technology partnership
  1. Some events occurred in October 2023
  2. At constant currency
  3. In the low end of the range, assuming stable market conditions

8

Listed assets - NAV evolution

The NAV of the listed assets as of September 30, 2023 stood at €11.3bn compared to €12.5bn as of December 31, 2022. The evolution of the fair value was - €1.0bn. Despite the share price rebound of adidas (+ 31%), it was not sufficient to compensate the evolution of the rest of the portfolio.

Acquisitions predominantly represent the combination of Webhelp and Concentrix, while disposals comprise the exits of Holcim and Mowi and the crystallization of gains on Pernod Ricard.

Listed assets - NAV evolution

€m

9M 2023

Q3 2023

NAV, beginning of period

12,450

12,270

Acquisitions

662

6281

Disposals

(802)

-

Change in fair value

(1,033)

(1,622)

NAV, end of period

11,276

11,276

Listed assets - contribution to NAV

9M 2023

Q3 2023

€m

NAV

Change in fair

Change in fair

value

value

SGS

2,883

(278)

(244)

Pernod Ricard

2,716

(440)

(766)

adidas

2,285

537

(153)

Imerys

1,299

(387)

(357)

Umicore

881

(466)

(123)

Concentrix + Webhelp (ordinary + earn-out shares)

684

57

57

GEA

397

(37)

(38)

Ontex

114

12

1

TotalEnergies

17

1

3

Holcim

-

(33)

-

Mowi

-

1

-

Total

11,276

(1,033)

(1,622)

1 Comprised of Concentrix ordinary shares (€611m) and earn-out shares (€17m) as at September 25, 2023

9

Private assets

Private assets include controlling stakes in Affidea, Sanoptis and Canyon (consolidated assets) as well as minority stakes in Parques Reunidos and Voodoo (non-consolidated assets or assets accounted for using the equity method). Given the attractive long-term potential of private assets, GBL has increased over time its involvement in this asset category, which represents 17% of the portfolio as of the end of September 2023. GBL's first private asset, Webhelp, in which the group took a majority stake in 2019, is now classified under listed assets as Concentrix + Webhelp following the closing of the Transaction to combine the groups in Q3 2023.

NAV of Private assets 12/31/2022

NAV of Private assets 9/30/2023

Voodoo 6%

Voodoo 10%

Parques Reunidos 7%

Canyon 10%

Parques Reunidos 10%

Affidea 38%

Webhelp 39%

€4.4bn

€3.0bn

Canyon 15%

Sanoptis 16%

Affidea 22%

Sanoptis 27%

Highlights

  • Webhelp combined with US listed company Concentrix on September 25, 2023 thereby creating Concentrix + Webhelp, a prominent global player in customer experience
  • All companies reported sales growth, with consolidated assets reporting strong double-digit growth of + 26% on a combined basis
  • Private assets in the portfolio as of September 30, 2023 created + €292m1 in value over the 9M 2023
  • In particular, healthcare platforms Affidea and Sanoptis recorded an uplift in value for the first revaluation since GBL acquired a majority stake in July 2022

1 Affidea (+ €154m), Sanoptis (+ €106m), Canyon (+ €14m), Parques Reunidos (+ €5m) and Voodoo (+ €14m)

10

Attachments

Disclaimer

GBL - Groupe Bruxelles Lambert SA published this content on 02 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 November 2023 17:12:44 UTC.