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MANAGEMENT

PRESENTATION

NOVEMBER 2006
DISCLAIMER
This document has been prepared by HAMON (“The Company”) solely for use at the Management Presentations held
in connection with the capital increase of November 2006 (the “Offer”). This document is confidential and is not to be
reproduced by any person, nor be distributed to any person. HAMON takes no responsibility for the use of these
materials by any person.
All the numerical data provided in this document are derived from HAMON consolidated financial statements or
otherwise sourced from the Company, unless otherwise indicated.
No representation or warranty expressed or implied is made as to, and no reliance should be placed on the fairness,
accuracy, completeness or correctness of the information or opinion contained herein. None of HAMON, its affiliates,
its advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss arising from
any use of this document or its content or otherwise arising in connection with this document.
This document does not constitute an offer or solicitation to purchase or subscribe for securities. A prospectus has
been filed with the Belgian Banking, Finance and Insurance Commission, and was approved on November 7, 2006.
Any decision to invest in the securities referred to in this document should be based on an in-depth analysis of this
prospectus The securities referred to in this document have not been submitted for approval in any other jurisdiction
than Belgium. This document may not be distributed in any other jurisdiction where the offer of securities is subject to
prior approval.
These materials are not for distribution, directly or indirectly, in or into the United States of America. These materials do
not constitute or form a part of any offer or solicitation to purchase or subscribe for securities. The securities mentioned
herein may not be offered or sold in the United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares have not been, and will not be, registered
under the Securities Act and will not be publicly offered in the United States.
This document does not constitute an offer of securities in the United Kingdom and is for information only. It is only
directed at "qualified investors" or other persons to whom it can lawfully be directed within section 86(1) of the Financial
Services and Markets Act 2000. It is being communicated only to persons who receive the communication in the
course of a business which involves dissemination through a publication of information concerning investment activities
regulated by the Financial Services Authority, or to persons who have professional experience in matters relating to
investments, or to any other persons to whom it can lawfully be communicated. Persons who do not have professional
experience in matters relating to investments should not rely on it. Any investment to which this document relates is
only available to relevant persons.

MANAGEMENT PRESENTATION - NOV 2006 2


Investment case

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving Strategy &


financial situation Business model
Leader in added-
value niches

Restructuring is paying Management &


off Organisation
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 3
Hamon combines several strong
and historical brand names

1890: founding of Ateliers D’Hondt (B) (heat exchangers)

’60s & ’70s 1997 to 2000 2003 - 2005 2005 - 2007

1904: Founding International IPO & Restructuring Focus on


of Hamon (F & B) expansion acquisitions & asset disposal profitable growth

1902: Founding of Custodis (USA) (chimneys)

1912: Founding of Research Cottrell (USA) (Electrostatic precipitators)

MANAGEMENT PRESENTATION - NOV 2006 4


Hamon’s activities

Hamon is a leading Engineering, Procurement and Contracting (EPC) company


It’s main activities consist of design / engineering, procurement, project
management, manufacturing of key components, installation and after sales
services
Hamon is focusing on four niche activities, organised in 5 business units
% of Sales
(average 2005 & 1H06)
– 1. Cooling Systems (CT)
Chimneys Cooling
– 2. Heat Exchangers (Heat Ex) 10.8% syst.
– 3. + 4. Air Pollution Control (APC) 34.6%

• B.U. APC Europe


APC (US)
• B.U. APC US 36.0%

– 5. Chimneys
Heat
APC (EU) exch.
12.2% 6.5%

MANAGEMENT PRESENTATION - NOV 2006 5


1. Cooling systems

Field erected Cooling Towers for cooling


Cooling Towers
hot water with fresh air

Main customers are :


– power generation, and various heavy
industries
– Electrabel, EDF, RWE, ENEL, Endesa

Geographic scope:
– worldwide except NAFTA

Renovation of a natural draft cooling tower

MANAGEMENT PRESENTATION - NOV 2006 6


2. Heat exchangers

Air fin coolers (AFC); cooling of gas and


Heat exchangers
liquids inside finned tubes with outside
fresh air

Main customers are:


– oil & gas, and petrochemical
industries
– Total, Shell, Exxon, Technip

Geographic scope:
– Europe, Middle East

Pre-assembled air fin cooler, ready to be


shipped from workshop

MANAGEMENT PRESENTATION - NOV 2006 7


3 / 4. Air Pollution Control

Dust collection
Air Pollution Control
– electrostatic precipitators (ESP)
– fabric filters
Niches in acid gas treatment
(Desulphurisation, Denitrification)
Heat Recovery

Main customers are:


– power generation, oil & gas, waste
incineration, and various heavy
industries
– Pennsylvania Power & Light,
Southern Light, Ansaldo

Geographic scope: 2 BU’s


– APC Europe: mainly Europe, N.
ESP under construction in United States Africa and Middle East
– APC U.S.: Americas

MANAGEMENT PRESENTATION - NOV 2006 8


5. Chimneys

Site erected concrete chimneys


Chimneys

Main customers are:


– power generation (coal-fired power
plants)

Geographic coverage:
– North America

Southern Co., Gorgas plant, USA

MANAGEMENT PRESENTATION - NOV 2006 9


Investment case

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving Strategy &


financial situation Business model
Leader in added-
value niches

Restructuring is paying Management &


off Organisation
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 10
Hamon is best positioned
to serve growing markets
Overview of Hamon’s products versus end markets

Cooling Heat Air Pollution


Chimneys Sales by end markets
Systems Exchangers Control

Power Oil &


generation Gas
21%
Waste
incineration Power
Gen. Waste
Inc.
52%
Oil & Gas 8%

Other heavy Other


industries heavy
ind.
19%

MANAGEMENT PRESENTATION - NOV 2006 11


Power generation: a growing market
Currently represents 52% of Hamon sales

Investments in power generation plants (USDbn)

2,000
KEY DRIVERS PER REGION

Developing countries:
1,500
+22% Economic growth

+40% Russia & E. Europe:


1,000
Economic growth
EU regulations implementation
+10%
+202% OECD countries:
500
Modernization: Northern Europe & US
+22% Shift to coal in Germany
+40% New capacity southern Europe
Clean Act (US)
0
2001 - 2010 2011 - 2020 2021 - 2030

Source: World Energy Investment Outlook 2003, International Energy Agency, Nov. 2003
MANAGEMENT PRESENTATION - NOV 2006 12
Strong growth foreseen in Oil & Gas
Oil & Gas industry is growing strongly: from 13% of sales in 2004 to 21% in H1 06

Top 12 international oil companies’ capex

Source: Technip, April 28th 2006, general shareholders meeting

MANAGEMENT PRESENTATION - NOV 2006 13


APC: the clean sky is the limit (Clean Act)

Investments in ESP and fabric filters in USA are growing forcefully (CAGR of 10%)

Investments in flange-to-flange equipment & after sales, USDm


900

Fabric filters

600

These 2 products
represent the
bulk of APC US
sales
300

Electro Static
Precipitators
(= ESP)
0
2003 A 2004 A 2005 A 2006 E 2007 F 2008 F 2009 F

Source: Air Pollution Control Equipment Market Forecast, ICAC, July 2006
MANAGEMENT PRESENTATION - NOV 2006 14
Investment case

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving Strategy &


financial situation Business model
Leader in added-
value niches

Restructuring is paying Management &


off Organisation
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 15
Global player with diversified customer basis
Americas Asia &
47.7% 2005 Australia
sales 6.4%

Europe
44.2% Africa &
Middle East
1.7%

X
X

x x KOREA
x USA CHINA
x
Plant
UAE THAILAND Office
INDIA MALAYSIA
X Service center
INDONESIA

BRAZIL
AUSTRALIA

SOUTH AFRICA

MANAGEMENT PRESENTATION - NOV 2006 16


Wide spread of clients

53 largest new orders (> 1 EURm) represent only 70% of total new orders booked in 2005
No customer represents more than a few percent of total new orders

Cumulated value of new orders booked in 2005 (by decreasing order size)
EURm
350

Total new orders booked in 2005: 338 EUR m


300

250

200

150

70%
100

50

0
Number of orders

MANAGEMENT PRESENTATION - NOV 2006 17


Investment case

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving Strategy &


financial situation Business model
Leader in added-
value niches

Restructuring is paying Management &


off Organisation
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 18
Strategy & Business Model:
Hamon is a niche player, focusing on high added-value activities

I. Strategic positioning: focus on targeted, profitable niches


Small number of global players
Technological barriers to entry
Strategic and growing markets

II. Business model:


Focus on selected high added value activities
– Equipment design (sizing & optimisation)
– International procurement (long term partnerships with low cost sub
contractors)
– Project management
– Managing site erection

Result: Fast execution, flexibility and higher margin

MANAGEMENT PRESENTATION - NOV 2006 19


Investment case

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving Strategy &


financial situation Business model
Leader in added-
value niches

Restructuring is paying Management &


off Organisation
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 20
Management & Organisation

Jacques Lambilliotte Chairman


Board of Francis Lambilliotte Managing Director
Directors Jean Hamon Director
Bernard Lambilliotte Director
Sabine Colson Director (Sogepa)
Audit Remuneration Appointment Pierre Meyers Independent director
committee committee committee Martin Gonzales del Valle Independent director

Francis Lambilliotte CEO


Jean Gilbert Vice President
Executive Committee Thierry Tondreau General Counsel
Bernard Van Diest CFO
Aart Nobel General Mgr Americas

Cooling Heat Air Pollution Air Pollution


Chimneys
Systems Exchangers Control (EU) Control (US)
Rodica Exner René Robert Philippe Delvaux Aart Nobel John Boone
Ollie Acheson

MANAGEMENT PRESENTATION - NOV 2006 21


Investment case

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving Strategy &


financial situation Business model
Leader in added-
value niches

Restructuring is paying Management &


off Organisation
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 22
Successfully executed restructuring plan
Objectives 2003
– Stop loss
– Raise cash through asset sale
– Focus on core business
Objective 2004
– Restructure & reduce operating expenses by 25%
– Return to operating break-even
Objectives 2005
– Return to bottom line profit
– Refinance (part 1)
– Exit of FBM
Objectives 2006
– Finalisation of restructuring
– Increase profitability (EBIT margin > 8%)
– Refinancing (debt & equity part 2)

Next step: focus on profitable growth

MANAGEMENT PRESENTATION - NOV 2006 23


Turn-around on good track!
Sales EBITDA
284

26.1
169
16.3

194 +46%
168 +68%
115 16.1
11 9.8

2004 2005 1H06 FY figures 2004 2005 1H06


H2 figures

EBIT H1 figures Net Profit


20.5

12.5
7.1 5.8
+80% 14.4
1.1 8.0 2004 2005 1H06
-18.8
2004 2005 1H06
Source: Hamon, IFRS figures

MANAGEMENT PRESENTATION - NOV 2006 24


Each BU is contributing positively to EBIT
EBIT margin evolution EBIT margin: Hamon vs. Peers 1)

10.8%

8.6% 8.6%
7.2% 7.5%
6.6% 6.9%
6.0%
4.7%
3.9%

0.5%

2004 2005 1H06 Average A B C D E HAMON F


peers

Source: Annual reports, Bloomberg, analyst estimates


1) Peer group composed of SPx, GEA, Siemens, ABB, Technip, Alstom, as of 9 November 2006

MANAGEMENT PRESENTATION - NOV 2006 25


Investment case

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving Strategy &


financial situation Business model
Leader in added-
value niches

Restructuring is paying Management &


off Organisation
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 26
Financial situation sharply improved
Net financial debt & equity (EURm)1) LT vs ST financial debt (EURm) 1)
80 100
65 67 64
50 75 ST

40 NFD
50 LT
12
25
0
2004 2005 1H06 Post Cap.
-10 0
-7 Increase (1)
1H06 Post Cap. Increase (1)
Equity
-40 -33

Improvement of Financing Structure


– Term Sheet in Q3 2006 to refinance most of the existing short term debt (i.e. EUR 74m)
with new, (mostly long term) debt
– Capital Increase to restore equity and provide room for growth
– Strong increase of letter of credit capacity to support business growth
As of 30/06/2006:
– PF Net Debt on Equity: 4,0x
– PF Net Debt on EBITDA: 1,5x
1) Based on a pro forma as of June 30th 2006

MANAGEMENT PRESENTATION - NOV 2006 27


Use of proceeds

Finance business growth


– Working capital
– Capex:
• New ERP system
• International development (China, Middle East, Brazil, India)

Reinforce balance sheet


– Debt repayment

MANAGEMENT PRESENTATION - NOV 2006 28


Investment case

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving
financial situation

Restructuring is paying Management &


off Organisation
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 29
New orders & Backlog
New orders (EURm) Backlog sales (EURm)

323
338
+21% 300 +31%

247
H2 153 +23%
+31% 201
200

279
243
100
H1 185 H1

0
2004 2005 1H06 31/12/04 31/12/05 30/06/06

MANAGEMENT PRESENTATION - NOV 2006 30


Outlook:
Hamon has a well-targeted development strategy
Focus on organic growth
Continuous efforts to improve profitability
Focus on existing and proven products and technologies, supported by
sustained R&D efforts
Increase penetration in its “historical” territories (W. Europe & N. America
mainly)
– Current estimated market size of EUR 2-3bn per year

Focus on Emerging Markets through JV’s with local partners


– Wet cooling: China (started production in October); Middle East; India; Brazil
– Heat Exchangers: Middle East
– APC: India; Brazil
– These countries should present an additional potential market of EUR 1
billion per year

MANAGEMENT PRESENTATION - NOV 2006 31


CONCLUSION

100-year experience

Attractive offering Strong reputation & Attractive &


conditions large installed base growing markets
Electricity, Oil & Gas
& various industries

Outlook Global player


Well targeted Diversified customer
development strategy & geographic basis

Strongly improving Strategy &


financial situation Business model
Leader in added-
value niches
Management &
Restructuring is paying
Organisation
off
Reinforced structure
and efficient operations
MANAGEMENT PRESENTATION - NOV 2006 32
THE OFFERING

Terms & Conditions


Key Features of the Offering
Public offering to retail investors in Belgium and private placement to institutional
investors in Belgium and abroad
Capital increase of up to EUR 20 million, comprising 2 distinct Tranches:
Tranche A
– Up to 807,412 new shares offered with preferential subscription rights (“PSR”)
(coupon # 4) for existing shareholders
– Ratio of 3 new shares for 2 existing shares
– Issue price = EUR 14.00
– Sopal, Walloon Region and Esindus will not exercise nor sell their PSR
– Will compensate the diluting effect of the 13 June 2005 capital increase
Tranche B
Offering structure – Up to 337,947 new shares offered with priority allocation rights (“PAR”)
(coupon # 5) for existing shareholders (+ over-allotment option)
– Ratio of 1 new share for 8 existing shares
– Issue price = EUR 17.10
– Sopal and Esindus will not exercise respectively 1,707,317 and 243,942 PAR
– Walloon Region will not exercise any of its PAR
Guarantee
– Commitment of Sopal to subscribe to EUR 4 million (for own)+1 million (for Esindus)
– If total proceeds are less than EUR 10 million: commitment of 1) Walloon Region to
subscribe to up to EUR 2 million and 2) Fortis up to EUR 3 million

MANAGEMENT PRESENTATION - NOV 2006 34


Key Features of the Offering

Financing of the working capital and capital expenditures


Use of proceeds
Reduce its debt position
Over-allotment option Up to 15% (up to 171,804 new shares)

Lock-up period 180 days, for the Company, Sopal, Walloon Region and Esindus
Lead Manager: Fortis
Syndicate

14 November 2006: Start of road shows with management


Start of the subscription period (Tranche A & Tranche B)
Listing of the PSR (coupon #4)
28 November 2006 Subscription period with PSR closes (Tranche A)
Timing 30 November 2006 Results of Tranche A
1 December 2006 Sale of scripts (Tranche A)
Opening of subscription period with scripts
6 December 2006 Subscription period with scripts closes (Tranche A)
Subscription period with PAR closes (Tranche B)
8 December 2006 Final results of Tranche A (scripts) and results of Tranche B
11 December 2006 Payments, settlement & listing - Capital increase

MANAGEMENT PRESENTATION - NOV 2006 35


Shareholder structure:
pre & post capital increase
Shareholders pre-capital increase Shareholders post-capital increase

Free float
Esindus 9.2%
4.2% Free float
21.7%

Région
Esindus
Wallonne
4.2%
20.8% Sopal
57.1%
Sopal
65.9% Région
Wallonne
17.0%

Assuming
– Full placement of the Tranche A & Tranche B
– Full exercise of the over-allotment option
– Commitment of Sopal to subscribe to EUR 4+1million

Free float will more than double to 21.7%,


settling at around EUR 40 million post capital increase

MANAGEMENT PRESENTATION - NOV 2006 36


Hamon on Euronext Brussels

Despite limited shares in the public, free float velocity (12months) in Hamon is remarkably
high: 106%

Capital increase
Announcement
of conditions

Shares EUR
35,000 Results 1H2006 30
Better results
30,000 than budgeted 25
Confirmation of
25,000 Results 2005
the recovery 20
Strong improvement
20,000 of sales, operating
results and net profit 15
15,000
Market cap.: EUR 153.9m 10
10,000
Share price: EUR 26.2 (13/11/06)
5,000 EUR 23.6 (last 30days) 5
Free float: 9% (current)
- 0
Oct-04 Jan-05 Apr-05 Jul-05 Oct-05 Jan-06 Apr-06 Jul-06 Oct-06
Volume (shares) Price (EUR)

MANAGEMENT PRESENTATION - NOV 2006 37


Offering price is attractive
Tranche A Tranche B
Preferential subscription rights (“PSR”) Priority allocation rights (“PAR”)
P1 = EUR 14.00 P2 = EUR 17.10
P1 = min. of [ref. price – EUR 7.44] or EUR 14 P2 = min. of [ref. price – 25%] or EUR 17.10
Discount of 46.5% to EUR 26.20 (closing Discount of 34.7% to EUR 26.20 (closing
price as of 13 Nov.) price as of 13 Nov.)
Proceeds: max. EUR 11.3m Proceeds: max. EUR 5.8m
30 (+ max. EUR 2.9m over-allotment option)

25 EUR

20

P2 = EUR 17.1
15
P1 = EUR 14.0
10

-
Jan-06 Apr-06 Jul-06 Oct-06
Notes: Reference price = EUR 26 = Average share price (weighted according to the transaction volume) of the
trading day preceding the beginning of the public transaction
MANAGEMENT PRESENTATION - NOV 2006 38
THANK YOU !

MANAGEMENT PRESENTATION - NOV 2006 39

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