Professional Documents
Culture Documents
April 2008
Introduction to BrasilAgro
BrasilAgro
Company created by an experienced team to take advantage of opportunities in the p y y p g pp Brazilian agricultural market
Revenue stream from agricultural production Capital i f C it l gains from purchase, development and sale of properties h d l t d l f ti BrasilAgro aims to introduce Cresuds successful business model in Brazil, leveraging on the experience of its management team and founding shareholders in real estate and agribusiness sector
Value Creatio on
Developtment of p agribusiness
Founders
The founding shareholders participate in a set of companies with a track record of successful enterprises:
Cresud (CRESY)
One of the largest holders of farmland in Argentina: 17 g g properties located in one of the most fertile areas in the world Producer of soybean, corn, wheat, sunflower, beef and milk Value drivers: agricultural activities and complementary rural real estate operations Listed on the Buenos Aires Stock Exchange since 1960 and on the NASDAQ since 1997
5,4
2 farms sold with 204% profitability 2 farms sold with 42% profitability 2 farms sold with 69% profitability 1 farms sold with 160% profitability
Created in 2002, Tarpon is one of the largest Brazilian Equity managers Tarpon is an investment manager dedicated to providing investors with a superior long term return in alternative equity investments
1,9 4,5
6,5
2 farms sold with 71% profitability
FY 2001
FY 2002
FY 2003
Cresud
12,62%
79,62%
(1) As of Apr 10th 2008 (Bloomberg) (2) Part of the investment made through Tarpon Agro LLC. (2) Part of the investment made through Cape Town LLC. (4) Controlled by Tarpon BR and Cresud controllers
Scenario
Global Soybean Exports
( ) Million Ton(1)
40.0
Average: +21.3%
1T08: +5.1%
0.0 05/06
06/07
07/08
08/09
09/10
10/11
11/12
12/13
13/14
14/15
15/16
16/17
Average: +23.6%
1T08: -
Average: +16.4%
1T08: -4.6
Average: +13.7%
1T08: +4.8%
388 25
50 4
Perennials
90
299
Total land Total land available for exploited for agriculture agriculture
Pasture
Cropland
30
Cerrados (2) C d
25 20 15 10 5 0 -5 -10 Sep Oct Nov Dec Jan Feb Mar Mato Grosso Apr Mai Jun Parana Jul Aug
Corn Belt
Source: Calculated using data from Joint Agricultural Weather Facility, USDA and NOAA.
(1) Source: Mapa, Embrapa as cited in Warnken (1999). (2) Cerrados (scrubland region in Brazil's Midwest).
Strategy
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BrasilAgro Strategy
Acquire large areas of undeveloped farmland with appreciation potential Distressed and/or conversion strategy for developing properties Sale of properties after development Investment portfolio diversification through different locations p g and agricultural projects Minimize potential risk effects (climate, prices, regions, etc) Lower risk, without decreasing expected returns Productivity directly related to technology investments State-of-the Art Agriculture Mechanization Soil correction Selected seeds Aiming to achieve highest productivity and land appreciation Long and successful track record of agricultural development Expertise in Brazils real estate market Knowledge of financial markets with extensive experience in risk management
Portfolio Strategy
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12
Cattle
Total area: 37,799 ha Potential production area: 28 000 ha 28,000 Location: Bahia Potentially convert to grains
Sugarcane
Total area: 21,388 ha Potetial production area: 15,535 ha Location: Gois, Mato Grosso and Mato Grosso do Sul
Forestry
Total area: 19,935 ha Potential production area: 16,000 ha Location: Minas Gerais In stage of developing strategic partnership
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Grain Project
Cremaq Farm and Jatob Farm
Location: Baixa Grande do Ribeiro, PI Jaborandi, BA Total area : 60,817 ha Potential production area : 45,145 ha
MA
CE PI PE
RN PB
TO BA
AL SE
GO
Cremaq Jatob
MG
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Sugarcane Project
So Pedro Farm, Engenho Farm, Alto Taquari Farm and Araucria Farm
Location: Chapado do Cu, GO Maracaju, MS Alto Taquari, MT Mineiros, GO Total area : 21,388 ha Potential production area : 15,535 ha
TO
MT
GO
MG MS
SP
15
MA
CE PI PE
RN PB
TO BA
AL SE
GO MG
Chaparral
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Forestry Project
Nova Buriti Farm
Location: Januria/MG Total area : 19,935 ha Potential production area : 16,000 ha
BA
GO
MG ES
SP RJ
Nova Buriti
PR
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Location Chapado do Cu/GO Baixa Grande Ribeiro/PI Maracaju/MS Jaborandi/BA Alto Taquari/MT Mineiros/GO Correntina/BA Januria/MG Total
Area (Hectare) 2.443 32.375 2.022 28.442 5.266 11.657 37.799 19.935 139.939
Agreed Price (R$ Million) R$ 9,9 R$ 42,2 R$ 10,1 R$ 31,8 $ R$ 34,0 R$ 67,5 R$ 47,1 R$ 18,9 R$ 261,5
(1)
Price R$/ha (R$ thousand) R$ 4,1 R$ 1,3 R$ 5,0 R$ 1,1 $ R$ 6,5 R$ 5,8 R$ 1,2 R$ 0,9
Installments 3 3 2 4 2 3 2 2
Project Sugar Cane Grains Sugar Cane Grains and Cotton Sugar Cane Sugar Cane Cattle/Grains Forestry
Deduct R$7.5 million in case the buyers doesn't obtain a license to install sugar mill Price and area refer only to BrasilAgro's percentage 3.673 hectares subject to compliance by the sellers with certain conditions precedent.
Financing
Of the IPO proceeds of R$ 552.62 million, R$ 261,5 million or around 47% has already been allocated to the announced acquisitions1.
250,0
24,2
Concluded
Paid
200,0
261,5
150,0
137,5 237,3
Payable
100,0
50,0
99,8
0,0
In 04/10/2008
1 This figure does not include investments committed to land conversion and project implementation.
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140.0 120.0 100.0 80.0 60.0 104.7 40.0 20.0 0.0 Total Area 10.5 9.5 7.0 07/08 18.6 11.8 3.0 6.0 10.1 08/09 35.2 35 2
Arable Area
32.4 28.8 22.6 17.1 17 1 12.0 13.0 09/10 Cotton 3.4 34 16.0 14.4 0.9 10/11 Sugarcane
28.5
34.5
(1) Estimated
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Partnerships
BRENCO B ili Renewable Energy Company Brazilian R bl E C
It consists of the celebration of the strategic alliance in which BrasilAgro will assist BRENCO in the mapping, identification, negotiation, acquisition and/or lease of rural properties aimed at sugarcane planting and construction of ethanol plants plants. Within a partnership context, BrasilAgro should have the right to sell BRENCO up to 8,000 8 000 hectares of sugarcane for each operating unit installed, in compliance with the price-setting criteria stipulated by So Paulos CONSECANA. The effective implementation of the strategic alliance with BRENCO still depends on the agreement and formalization of its definite terms. BrasilAgro also acquired a 49.99% stake in Tarpon Ethanol LLC, which represents 1,24% of BRENCO shares. f BRENCOs h
development and management. BrasilAgro will retain 75% and Maeda 25% The Operating Company will lease the Real Estate Companys properties to carry out Company s agricultural activities and sublease these properties to farmers
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Corporate Structure
The corporate structure approved by the Board of Directors is similar to that adopted by most of the realestate companies in the country
Imobiliria Cremaq
100% BrasilAgro
Imobiliria Engenho
100% BrasilAgro h Engenho Farm
Imobiliria Araucria
75% BrasilAgro Araucria Fa m A a c ia Farm
Imobiliria Mogno
100% BrasilAgro Alto Taquari Farm
Imobiliria Cajueiro
100% BrasilAgro Chaparral Farm
C F Cremaq Farm
BRENCO
2,47% Tarpon Ethanol LLC
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Strike price
Weighted average price of capital injections, adjusted by IPCA In the event that additional capital is issued, the underlying amount of shares will be adjusted to reflect 20% of shares outstanding, on a fully diluted basis 1/3 in year one, 1/3 in year two and 1/3 in year three, provided the founders maintain 80% of the initial ownership in BrasilAgro p g 15 years Transferable within founder After vesting, founders will be free to transfer the warrants In case of capital increase below IPO price adjusted by IPCA
At the price of Offer, in case of a mandatory tender offer In the event that additional capital is issued, the underlying amount of shares will be adjusted to reflect 20% of shares outstanding, on a fully-diluted basis No vesting 15 years and only in the event of a mandatory tender offer, provided founders maintain 80% of the initial ownership in BrasilAgro Non-transferable Transferable within founder
None
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Technical assistance M&A Hedging Other Management fee: 1% of paid in capital (adjusted by IPCA), excluding capitalized profits M tf f id i it l ( dj t d b IPCA) l di it li d fit
(1) (2)
Compensation
Termination fee: R$4.3 million (approx. US$2 million), in the event of termination without cause No termination fee in case of willful misconduct or gross negligence
(1) 1% Management fee will be applied only to capital raised, either through a private or a public capital increase. (2) In case BrasilAgro issues additional capital, the management fee will equal the original management fee adjusted by IPCA + 1% of capital raised.
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Contact
Carlos Aguiar Neto CFO and Investor Relations Officer Ana Paula Z. Ribeiro Investor R l ti I t Relations Phone: 55 (11) 3035-5374 e-mail: ri@brasil-agro.com
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