Investor Presentation
April 2024
Disclaimer
IMPORTANT NOTICE
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This presentation has been prepared by Sisecam UK PLC and Türkiye Şişe ve Cam Fabrikaları A.Ş. and is the sole responsibility of Sisecam UK PLC and Türkiye Şişe ve Cam Fabrikaları A.Ş.
The information contained in this presentation has not been independently verified and no representation, warranty or undertaking, express or implied, is or will be made by Sisecam UK PLC, Türkiye Şişe ve Cam Fabrikaları A.Ş. or Citigroup Global Markets Limited, HSBC Bank plc, J.P. Morgan Securities plc, and Merrill Lynch International (the "Joint Bookrunners") or their respective affiliates, advisors or representatives as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein (and whether any information has been omitted from the presentation). Any offering of a securities that may be related to the subject matter of this presentation will be made solely on the basis of the information contained in the prospectus published by Sisecam UK PLC in final form relating to such securities and in such case the information contained herein will be superseded in its entirety by the prospectus in its final form. In addition, because this communication is a summary only, it may not contain all material terms and should not form the basis for any investment decision. The recipient should consult the prospectus for more complete information about any proposed offer of any securities. Failure to comply with this restriction may constitute a violation of applicable securities laws. The information set out herein may be subject to updating, revision, verification and amendment and such information may change materially. None of Sisecam UK PLC, Türkiye Şişe ve Cam Fabrikaları A.Ş., the Joint Bookrunners or any of their respective affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this presentation or its contents, or otherwise arising in connection with this presentation. This presentation should not be construed as legal, tax, investment or other advice and the recipient is strongly advised to seek their own independent advice in relation to any investment, financial, legal, tax, accounting or regulatory issues discussed herein.
The securities described herein are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined in MiFID II) in the European Economic Area ("EEA") or to retail clients (as defined in the Financial Conduct Authority Handbook Conduct of Business Sourcebook) in the United Kingdom (the "UK").
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In the UK, this announcement is directed only at persons who are "qualified investors" within the meaning of the Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. In addition, in the UK, this presentation is made to and is directed only at qualified investors who (i) are persons who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the "Order"); (ii) are 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 or (iii) any other persons to whom it may otherwise lawfully be communicated (all such persons in (i) to (iii) above together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this presentation or any of its contents. Any investment or investment activity to which this presentation relates is available only to and will only be engaged in with such relevant persons. Solicitations resulting from this presentation will only be responded to if the person concerned is a relevant person.
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In connection with Section 309(B)(1)(c) of The Securities And Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), Sisecam UK PLC has determined the classification of the securities described herein as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16 Notice on Recommendations on Investment Products).
This presentation and its contents are confidential and proprietary to Sisecam UK PLC and Türkiye Şişe ve Cam Fabrikaları A.Ş., as applicable and no part of it or its subject matter may be reproduced, redistributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person or published in whole or in part for any purpose without the prior consent of Sisecam UK PLC, Türkiye Şişe ve Cam Fabrikaları A.Ş. and the Joint Bookrunners. If this presentation has been received in error then it must be returned immediately. This presentation is not made to or directed at real persons and/or legal entities domiciled in Türkiye. This presentation does not constitute or form part of, and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy or subscribe for, securities in any jurisdiction or an inducement to enter into investment activity.
This presentation and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to US persons (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")) other than qualified institutional buyers as defined in Rule 144A under the Securities Act who are also "qualified purchasers" within the meaning of Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations thereunder. The securities discussed in this presentation have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, any US person (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. Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws.
The information presented herein is an advertisement and does not comprise a prospectus for the purposes of the EU Prospectus Regulation. Any purchase of securities should be made solely on the basis of a final prospectus to be prepared in connection with such offering of such securities which, once available, shall be available on the Euronext Dublin website at www.euronext.com/en/markets/dublin . Investors should not subscribe for or purchase the Notes except on the basis of the information contained in the final prospectus.
This presentation includes statements that are, or may be deemed to be "forward looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipates", "believes", "estimates", "expects", "aims", "intends", "may", "plans", "considers", "projects", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places and include, but are not limited to, statements regarding Sisecam UK PLC and/or Türkiye Şişe ve Cam Fabrikaları A.Ş.'s intentions, beliefs or current expectations concerning, amongst other things, results of operations, financial positions, prospects, growth, strategies and expectations of the Turkish glass industry.
By their nature, forward looking statements involve risk and uncertainty, because they relate to future events and circumstances. Forward looking statements are not guarantees of future performance, and the actual results, performance, achievements or industry results of Sisecam UK PLC and its group's operations, results of operations, financial position and the development of the markets and the industry in which they operate or are likely to operate and their respective operations may differ materially from those described in, or suggested by, the forward-looking statements contained in this presentation. In addition, even if the operations, results of operations, financial position and the development of the markets and the industry in which Türkiye Şişe ve Cam Fabrikaları A.Ş., Sisecam UK PLC and its group operates are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.
Forward looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this presentation reflect Sisecam UK PLC and its group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Sisecam UK PLC and Türkiye Şişe ve Cam Fabrikaları A.Ş.'s financial position, prospectus, operations, results of operations, growth, strategy and expectations of the Turkish glass industry. Any forward-looking statement speaks only as of the date on which it is made. New factors will emerge in the future, and it is not possible for Sisecam UK PLC or Türkiye Şişe ve Cam Fabrikaları A.Ş. to predict which factors they will be. In addition, Sisecam UK PLC and Türkiye Şişe ve Cam Fabrikaları A.Ş. cannot assess the impact of each factor on their business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements. None of Türkiye Şişe ve Cam Fabrikaları A.Ş., Sisecam UK PLC nor any Joint Bookrunners nor any of their affiliates, advisers or representatives have any intention or obligation to update this presentation, including any forward-looking statements contained herein.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.
2
Today's presenters
Görkem Elverici | Gökhan Güralp | Hande Özbörçek | Barış Gökalp | |||
Chief Executive Officer | Chief Financial Officer | Investor Relations Director | Director of Treasury | |||
26 years of experience | 25 years of experience | 20 years of experience | 26 years of experience | |||
3
Agenda
01
02
03
Transaction overview
Introduction to Şişecam
Key credit highlights
Key financials
Appendix
4
01
Transaction overview
Group structure
51%
2%
FREE FLOAT
47%
Production joint ventures
Joint ventures
Guarantor
Issuer
ARCHITECTURAL
GLASS
INDUSTRIAL
GLASS
GLASSWARE
GLASS PACKAGING
CHEMICALS
ENERGY | OTHER | ||||
Şişecam Flat Glass India Private Ltd.
Şişecam
Investment
B.V.
Şişecam
Flat Glass Italy S.R.L.
Saint Gobain
Glass Egypt
S.A.E.
Trakya
Glass
Bulgaria
EAD
Şişecam Flat Glass South Italy S.R.L.
TRSG Glass Holding BV
Trakya
Glass Rus
Trading
Trakya
Glass Rus
JSC
Şişecam Otomotiv A.Ş.
Trakya
Investment
B.V.
Şişecam
Automotive
Romania
SA
Şişecam
Automotive
Rus JSC
Şişecam
Auto
Bulgaria
EAD
Şişecam
Auto
Germany
GmbH
Şişecam
Şişecam
Elyaf Sanayii
A.Ş.
Paşabahçe
Mağazaları
Paşabahçe
Spain SL
Paşabahçe
USA
Paşabahçe
(Shanghai)
Trading
Paşabahçe
Glass GmbH
Şişecam
Investment
B.V.
Paşabahçe
Bulgaria
EAD
Posuda
Limited
Paşabahçe
SRL
Paşabahçe
JSC Mina
LLC Ruscam
Glass Pack.
Holding
OOO
Ruscam
Management
OOO
Energo- systems
Şişecam
Investment
B.V.
Şişecam
Glass Pack.
Hungary
Kft.
Merefa
Glass
Company
Brewery
Pivdenna
Şişecam Shanghai Trade Co.
Şişecam
Investment
B.V.
Şişecam
Soda
Lukavac
Şişecam
Bulgaria
Cromital
Solvay
Şişecam
Holding AG
Şişecam USA Inc.
Pacific
Soda LLC
Stockton
Soda Ash
Port LLC.
Şişecam
Chem Res.
LLC
Sisecam
Chemicals
Wyoming
LLC
Camiş
Elektrik
Şişecam
Enerji
Oxyvit
Kimya
Şişecam
Sigorta
Şişecam Dış
Ticaret
Refel S.p.A.
Camiş
Ambalaj
Şişecam
Investment
B.V.
Şişecam
Çevre
Sistemleri
SC Glass
Trading B.V.
Sisecam UK
PLC
Camiş
Madencilik
Camiş
Egypt
Mining
Rudnik
Auto. Rus
Trading
LLC
Egypt
Glass Man.
SAE
Solvay Sodi
Krecnjaka
Vijenac
6
02
Introduction to Şişecam
Şişecam at a glance
The only global company that operates in all major areas of glass and chemicals
5th Flat Glass producer
1st Glassware producer1
5th Glass Packaging producer
Global 2nd Soda Ash producer rankings
1st Basic Chromium Sulfate producer2
Broad global presence
14 countries
45 production plants
60% international sales3
150+ export countries
Robust financial profile
TL 152bn net sales
21% EBITDA margin
1.3x Net debt/EBITDA Net long FX position
2% | Architectural | Industrial | Glassware | ||
Diversified | 12% | 21% | Glass | Glass | |
Glass | |||||
business | 26% | 10% | Chemicals | Energy | |
Packaging | |||||
segments4 | |||||
12% | |||||
Other | |||||
18% |
- ∼25k employees
- 88 years of corporate history
Strong corporate
governance supported by an
experienced management team and a blue- chip shareholder
Note: All financial figures are for 2023 unless stated otherwise; all rankings are based on installed capacity and management estimates | |
1 As of 28 March 2024; 2 Basic Chromium Sulphate production capacity ranking is given for Chromium Chemicals; 3 Include exports from Türkiye; 4 Share of business segments is according to 2023 net sales breakdown (prior to certain | 8 |
consolidation adjustments) |
Overview of business segments
Architectural | Industrial | Glassware | Glass | Chemicals | Energy | Other | ||||||||
Glass | Glass | Packaging | ||||||||||||
⚫ Manufacturing of | ⚫ Manufacturing of | ⚫ Production of soda | ⚫ Manufacturing of | ⚫ Production of soda | ⚫ Electricity | ⚫ Products/services of | ||||||||
flat, patterned, | automotive glass, | and crystalline | glass packaging | derivatives and | generation and | mining (silica sand, | ||||||||
laminated, coated, | encapsulation and | ⚫ Manufacturing/retail | solutions for the | chromium | electricity & natural | limestone, dolomite, | ||||||||
Description | solar power & home | glass fiber | of automatic and | food, beverage, | chemicals | gas trading | feldspat and kaolin), | |||||||
appliances glasses | hand-made | pharmaceuticals | paper packaging, | |||||||||||
and mirror | household | and cosmetics | fine chemicals, | |||||||||||
glassware under | industries | insurance, recycling | ||||||||||||
the Paşabahçe | and refractory | |||||||||||||
brand | materials | |||||||||||||
Construction, solar | Automotive, renewable | Retail, HoReCa | Glass, detergent, | Glass, glass fiber, | ||||||||||
energy, marine | F&B, pharmaceuticals, | textile, leather industry, | ceramics, chemicals, | |||||||||||
Key end markets | (Hotels, Restaurants & | |||||||||||||
power, home | products, engineering | chemicals, metal | Miscellaneous | building insulation, | ||||||||||
Cafes), B2B (Industry, | cosmetics | |||||||||||||
appliances | plastics, composite | coating, impregnite, | metallurgy, animal | |||||||||||
Promotion, Decoration) | ||||||||||||||
industry | pigment | feed, mining | ||||||||||||
Share in total net sales1 | 21% | 10% | 12% | 18% | 26% | 12% | 2% | |||||||
Net sales | TL 31bn | TL 16bn | TL 18bn | TL 27bn | TL 39bn | TL 18bn | TL 3bn | |||||||
EBITDA margin | 21% | 7% | 8% | 18% | 26% | 0.2% | 9.2% | |||||||
Geographical presence
Türkiye | Slovakia | Türkiye | ||||
Türkiye | Russia | Bulgaria | Hungary | Bulgaria | ||
Bulgaria | Egypt | Germany | Russia | Russia | ||
10 | 9 | |||||
Italy | India | Romania | Egypt | |||
Türkiye | ||||||||
Türkiye | Georgia | Bulgaria | ||||||
Italy | ||||||||
Hungary | Ukraine2 | Türkiye | ||||||
Bosnia | ||||||||
6 | Russia | 11 | 6 | Türkiye | 1 | Italy | 2 | |
USA | ||||||||
Source: IHS (CMA); Trade Map; Glass Alliance; Freedonia; Glassglobal; Global Data; Reports&Markets; Research Allied Market Reports
Note: All financial figures are for 2023, unless stated otherwise
1 Prior to certain consolidation adjustments; 2 Not in operation
# of plants
9
Şişecam serves highly diversified end markets through its broad suite of solutions
Food &
Beverage
Construction
Retailing
Chemistry
Energy
Consumer
Products &
Health
Feed
Automotive
Glass
Service
Other
Architectural | Automotive | Glass Fiber | Glassware | Glass | Soda | Chromium | Mining | Oxyvit | Refractory | Biotechnology | |||||||||||
Glass | Glass | Packaging | |||||||||||||||||||
✓ | ✓ | ✓ | ✓ | ||||||||||||||||||
✓ | ✓ | ✓ | ✓ | ||||||||||||||||||
✓ | |||||||||||||||||||||
✓ | ✓ | ✓ | |||||||||||||||||||
✓ | ✓ | ✓ | |||||||||||||||||||
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
✓ | ✓ | ||||||||||||||||||||
✓ | ✓ | ✓ | |||||||||||||||||||
✓ | ✓ | ✓ | |||||||||||||||||||
✓ | |||||||||||||||||||||
•Radar | •Mining | •Water | |||||||||||||||||||
treatment | |||||||||||||||||||||
reflective- | •Water | ||||||||||||||||||||
•Marine | •Wood | •Waste | |||||||||||||||||||
absorbing | •Steel | treatment | |||||||||||||||||||
•Air transport | preservation | management | |||||||||||||||||||
navy ship | •Flue gas | ||||||||||||||||||||
•Carbon | |||||||||||||||||||||
window | treatment | ||||||||||||||||||||
capture | 10 | ||||||||||||||||||||
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Türkiye Sise ve Cam Fabrikalari AS published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 15:00:55 UTC.