Source - RNS
RNS Number : 3512K
Vivo Energy
10 April 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

This announcement is an advertisement for the purposes of the UK Prospectus Rules of the Financial Conduct Authority (the "FCA") and not a prospectus. This announcement is not an offer or an advertisement to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction, including in or into Australia, Canada or Japan.

 

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any Shares referred to in this announcement other than solely on the basis of information that is contained in the prospectus (the "Prospectus") expected to be published by Vivo Energy plc (the "Company") in due course in connection with the proposed admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "LSE") (together, "UK Admission") and to listing and trading as a secondary inward listing on the main board of the securities exchange operated by the Johannesburg Stock Exchange Limited (the "JSE") ("JSE Admission", and together with UK Admission, "Admission"). Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office at 3rd Floor, Atlas House, 173 Victoria Street, London, SW1E 5NA, United Kingdom and the Company's website at http://investors.vivoenergy.com. References in this announcement to "Vivo Energy" or the "Group" mean the Company and Vivo Energy Holding B.V. ("VEH", the current holding company of the Vivo Energy group), together with its consolidated subsidiaries and subsidiary undertakings. Following the completion of a pre-IPO reorganisation, the Company will own 100 percent of the share capital of VEH. The shareholders of VEH prior to Admission will be Vitol Africa B.V., HIP Oil 2 B.V., VIP Africa II B.V., HIP Oil B.V. (the "Selling Shareholders") as well as certain members of management, all of whom will exchange their shares in VEH for Shares in the Company immediately prior to Admission.

 

 

 

 

 

 

 

 

 

 

10 April 2018

 

Vivo Energy

 

Vivo Energy announces intention to float on the London Stock Exchange and the Johannesburg Stock Exchange

 

Vivo Energy, a leading retailer and marketer of Shell-branded fuels and lubricants in Africa, announces its intention to proceed with an initial public offering (the "Offer"). The Company intends to apply for admission of its Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE and for admission of its Shares to listing and trading as a secondary inward listing on the main board of the JSE. It is expected that Admission will occur in May 2018 and is subject, amongst other factors, to market conditions.

 

 

Vivo Energy: at the heart of the African growth story

·    Market leading pan-African fuel retailer operating under the highly-valued Shell brand in attractive, high growth markets in North, West, East and Southern Africa

·    Established in December 2011 through the carve-out of Shell's African downstream business (excluding South Africa and Egypt1)

·   The Group sources, distributes, markets and supplies high quality products and services to retail and commercial customers across the continent

·     Proven management team, with a track record of sustained growth since carve-out:

25% Adjusted EBITDA CAGR 2015-17

Over 500 service stations added since 2012

Added or redeveloped more than 450 non-fuel outlets since 2014

Increased market share in 14 out of 15 retail markets since 2013

·     Well placed to capitalise on Africa's population and economic growth

·     Recently agreed a share transaction with Engen which, subject to regulatory approval, will add nine new retail countries and more than 300 service stations to the Group's portfolio. This provides significant potential to replicate the success of the Vivo Energy growth model.

 

 

Market: compelling African consumer fundamentals

Vivo Energy has Shell-branded retail operations in 15 countries across Africa, with an average 5% GDP CAGR 2016-21 and has access to 277 million consumers in these countries2. These are large and high-growth markets, experiencing rapid urbanisation, vehicle growth and increased consumer spending. Africa has a young and fast growing population, and a growing middle class. It is projected that by 2050 there will be 1.2 billion more people in Africa3.

 

Platform: pan-African footprint, market-leading number one brand

Vivo Energy holds the number one or two market position in 14 of its 15 retail markets and in 2017 had an overall market share of 23% in its markets4. The Group makes full use of the globally respected Shell brand, which is the most preferred fuel brand for consumers across Vivo Energy markets, with a brand preference rating of 52% as of September 20175. Vivo Energy offers a compelling value proposition for its customers and retail partners. Service stations experience up to 25-30% volume uplifts upon rebranding to Shell. The Directors believe that the trusted brand, with its strong track record in Africa, also provides an excellent foundation in the Commercial segment.

 

Business model: integrated, entrepreneurial and performance-driven

Vivo Energy operates an integrated marketing, distribution and retail model. The Group owns or operationally controls critical supply infrastructure, including approximately 943,000 cubic metres of fuel storage that provides it with a sustained competitive advantage. Vivo Energy has more than 1,800 service stations, the majority of which are company owned, dealer operated. This gives the Group control whilst also enabling dealer entrepreneurship. In the Commercial segment, the Group has a strong and established position in many of its markets. The Group has around 2,350 employees and a performance-driven culture with empowered and incentivised in-country teams, combined with effective controls and governance.

 

Growth: organic and inorganic across fuel, convenience retail and quick service restaurants

Vivo Energy has gained retail market share in 14 out of 15 markets since 2013, further solidifying its leading positions in its countries of operation. The Group has been successfully executing its retail portfolio growth strategy, capturing unrealised opportunities in the countries where it operates. Vivo Energy has added more than 500 service stations since 2012 and has added or redeveloped more than 450 non-fuel outlets since 2014. On average, between 2015-17, the Group opened a new service station and a new shop or food outlet every three days.

 

Financial model: resilient, strong earnings and high returns

The Group's financial performance is based on resilient unit margins in US dollar terms that are decoupled from oil price and FX movements. A diversified portfolio across geographies and business segments, high operating leverage, disciplined capital allocation with strong returns and high cash conversion with structurally negative working capital, all support this model. The Group has seen 6% volume CAGR 2015-17, 25% Adjusted EBITDA CAGR 2015-17 and strong and growing ROACE (15% to 28% 2015-17).

 

 

Overview of the Offer

 

·    100% secondary sell-down of existing Shares by Selling Shareholders, with no proceeds to the Company.

·    Premium listing of Shares on the Official List of the FCA and admission to trading on the main market for listed securities of the LSE, with secondary inward listing on the JSE.

·    Targeted offering to institutional investors outside the US pursuant to Regulation S.

·    Targeted offering to QIBs in the US pursuant to Rule 144A.

·   The Company, its Directors and the Selling Shareholders are expected to agree to customary lock-up arrangements.

·    The Company expects to have a free float following Admission of at least 25% and it is expected that the Company will be eligible for inclusion in FTSE UK indices.

·    Full details of the Offer will be included in the Prospectus, expected to be published in due course. It is expected that Admission will take place in May 2018. Investors should rely only on the information contained in the Prospectus when making a decision as to whether to purchase Shares.

 

 

Rationale for the Offer

 

The Company believes that the Offer and the Admission of its Shares to the LSE are logical next steps in the development of Vivo Energy and appropriate given the Group's current scale and level of maturity.

 

The Directors believe that the Offer and Admission will:

·     enable improved access to capital markets, thereby strengthening the Group's ability to execute its growth strategy successfully

·     diversify the shareholder base

·     enhance the Group's profile with investors, business partners and customers

·     further enhance the ability of the Group to attract and retain key management and employees

·     create a liquid market in the Shares for shareholders

 

The Offer will allow the Selling Shareholders to monetise part of their holding. No proceeds will be received by the Company pursuant to the Offer.

 

 

Dividend policy

 

The Directors intend to adopt a progressive dividend policy while maintaining an appropriate level of dividend cover. This dividend policy will reflect the long-term earnings and cash-flow potential of the Group, consistent with maintaining sufficient financial flexibility in the Group. It is therefore the Directors' current intention to target an initial payout ratio of a minimum 30% of net income.

 

 

Financing

 

Vivo Energy Investments B.V. ("VEI", the direct subsidiary of VEH) has borrowed term and incremental facilities under a credit agreement originally dated 6 June 2017. The Group intends that, on or before Admission, a new revolving credit facility will also be made available to VEI to support its and the Group's working capital requirements.

 

 

Board appointments

 

In conjunction with the intention to float, the Company announces that prior to Admission John Daly will be appointed as Chairman of the Company. John is also Chairman of Britvic plc, Non-Executive Director of Ferguson plc and Non-Executive Director and Chair of the remuneration committee of G4S plc.

 

The Company also announces the further strengthening of the Board with the appointment of Thembalihle Hixonia Nyasulu and Carol Arrowsmith as Independent Non-Executive Directors, effective prior to Admission. Further Board appointments will also be made prior to Admission.

 

John Daly, Chairman Elect of Vivo Energy said:

"Vivo Energy has established itself as the leading independent fuel retailer in Africa. The Group has a robust corporate governance framework in place and its exposure to Africa means Vivo Energy's growth story is supported by compelling macro drivers. The Group has a proven integrated business model with multiple growth levers and many promising opportunities have been identified that Vivo Energy is uniquely placed to capitalise upon. A listing provides an excellent platform for the next stage of the Company's development."

 

Christian Chammas, Chief Executive Officer of Vivo Energy said:

"Bringing Vivo Energy to the public markets will enable us to further grow the business and strengthen our market leading position across Africa. Vivo Energy has a track record of strong growth and financial performance. We are excited about the opportunities to take the business forward and believe we have all the necessary attributes to succeed as a listed company."

 

 

Overview of the business

 

Vivo Energy has a geographically diversified portfolio, and operates in three main segments across its markets in Africa:

 

·    Retail - Retail is at the heart of the Group's business and is driving its growth across Africa. The Retail segment comprises the Group's network of Shell-branded service stations, including company owned, dealer operated ("CoDo"), dealer owned, dealer operated ("DoDo") and company owned, company operated ("CoCo") service stations in 15 countries. The Retail segment accounted for 65.2% of the Group's revenues and 60.4% of the Group's Adjusted EBITDA in the year ended 31 December 2017.

 

8% volume CAGR 2015-17 across existing portfolio and new service stations

26% Adjusted EBITDA CAGR 2015-17

Non-fuel Retail Gross Cash Profit nearly doubled since 2015

700,000 customers served across our retail network each day6

Underpinned by the Shell brand and other leading international brands (Burger King, KFC, Subway, Java House) plus the Vivo Energy-developed "welcome" brand in convenience retail

In terms of the number of service stations, the Group is the second largest retailer in Africa, outside of South Africa

 

·    Commercial - The Commercial segment comprises an integrated customer offer of products and related product services to commercial customers in the construction, transport, power, mining, aviation, marine and other sectors in Africa, as well as the Group's LPG business. The Commercial segment accounted for 29.7% of the Group's revenues and 28.4% of the Group's Adjusted EBITDA in the year ended 31 December 2017.

 

Strong, established positions in many of the Group's markets

Leading brand and strong track record in Africa gives the Group an excellent foundation

GDP growth and infrastructure spending are driving demand for the Group's products and services

Real asset footprint enables the Group to serve customers across the continent

Based on volumes approximately 75% of the segment is "core" (Commercial, not including Aviation and Marine) and mostly recurring with established customers

 

·   Lubricants - The Lubricants segment comprises sales of lubricants through the Group's retail service stations, distributors, and commercial customers, including export sales to more than 10 other African markets. The Lubricants segment accounted for 5.1% of the Group's revenues and 11.2% of the Group's Adjusted EBITDA in the year ended 31 December 2017.

 

Unique partnership with Shell, the leading global lubricants brand

High margin, high growth, primarily consumer market

Shell brand quality and differentiated Customer Value Proposition

Integrated value chain including manufacturing, distribution and marketing

 

In December 2017, the Group announced two important acquisitions. Firstly, as part of the Group's strategy to continue expanding and diversifying its portfolio, it entered into an agreement to acquire Engen International Holdings (Mauritius) Limited (the "Engen Transaction"). The Engen Transaction, targeted for completion in the third quarter of 2018, subject to regulatory approval, will expand Vivo Energy's geographical retail footprint to a further nine African countries and will add over 300 service stations.

 

Separately, the Group acquired 50% of Shell and Vivo Lubricants B.V. ("SVL") which sources, blends, packages and supplies Shell-branded lubricants from six African-based blending plants.

 

 

Strong financial track record 

 

The following table includes a number of Vivo Energy's key financials as at, and for the years ended, 31 December 2015, 2016, and 2017:

 

 

 

Year ended 31 December

 

2015

2016

2017

Gross Cash Profit (US$ '000)......................................

473,826

579,486

666,026

         Retail.............................................................................

288,977

375,931

429,434

         Commercial................................................................

137,848

144,687

161,601

         Lubricants....................................................................

47,001

58,868

74,991

Gross Cash Unit Margin (US$/ '000 litres)...........

58

67

71

         Retail Fuel....................................................................

62

74

78

         Commercial................................................................

40

42

44

         Lubricants....................................................................

464

488

581

EBITDA (US$ '000)..........................................................

232,977

286,042

326,092

Adjusted EBITDA (US$ '000).....................................

240,348

302,191

376,128

         Retail.............................................................................

141,934

187,866

227,026

         Commercial................................................................

76,356

82,201

106,978

         Lubricants.....................................................................

22,058

32,124

42,124

Adjusted EBIT (US$ '000).............................................

165,735

212,821

291,950

Adjusted Net Income (US$ '000) .............................

74,313

108,866

170,592

Net Debt (US$ '000) ......................................................

90,494

(7,395)

366,454

Cash Conversion Margin...............................................

82%

89%

88%

ROACE..................................................................................

15%

20%

28%

 

 

 

 

Notes

 

"Gross Cash Profit":

gross profit before depreciation and amortisation recognised in cost of sales

"Gross Cash Unit Margin":

gross cash profit per unit (1,000 litres), excluding non-fuel retail

"EBITDA":

profit before financing expense, financing income, income taxes and depreciation and amortisation charges on property, plant and equipment and intangible assets

"Adjusted EBITDA":

EBITDA before special items, being the impact of restructuring charges and other exceptional items that are not considered to represent the underlying operational performance

"Adjusted EBIT":

profit before finance expense, finance income, income taxes and special items

"Net Debt":

total borrowings and lease liabilities less cash and cash equivalents

"Cash Conversion Margin":

Adjusted EBITDA less maintenance capital expenditure divided by Adjusted EBITDA

"ROACE":

Adjusted EBIT after tax divided by average capital employed. Also called Return on Invested Capital (ROIC)

"Capital Employed":

net assets plus borrowings and lease liabilities minus cash and cash equivalents

 

 

Board of Directors

 

John Daly, Chairman Elect

·   Chairman of Britvic plc, Non-Executive Director of Ferguson plc and Non-Executive Director and Chair of the remuneration committee of G4S plc.

·   Held various executive leadership positions over 20 years at British American Tobacco plc, most recently as Chief Operating Officer from 2010-14.

·    Based in London and graduated with an MBA from University College Dublin.

 

Christian Chammas, Chief Executive Officer

·    Appointed Chief Executive Officer in January 2012.

·    Extensive experience in the energy sector with a deep knowledge of Africa and emerging markets.

·    Prior to joining the Group, held several executive positions in a 31-year career at Total, including Chief Executive Officer for the Total group of companies in Nigeria, Cameroon and Kenya, and Executive Vice President for the Middle East and North Africa division of Total's refining and marketing division.

·  Based in London, but spends the majority of his time with employees, customers and other key stakeholders in the Group's businesses across Africa. Graduated with a degree in Civil Engineering.

 

Johan Depraetere, Chief Financial Officer

·     Has been the Chief Financial Officer for Vivo Energy since joining in April 2012.

·     Previously worked for the Samsung Group in Korea for nine years. Has also held roles at McKinsey and Morgan Stanley.

·     Based in London and graduated with an MBA from Harvard University.

 

Javed Ahmed, Non-Executive Director Elect

·     Has been a supervisory board member of VEH, the current holding company of the Group, since 2011.

·     Joined Vitol in 2009 and currently holds positions at a number of Vitol's portfolio companies, including as a board member for Petrol Ofisi, VTTI, Viva Energy Australia, VPI Holding and OVH Energy. Prior to Vitol he spent 12 years with Morgan Stanley's commodities group.

·     Based in London and has a BA in Economics and Mathematics from Yale University and a JD/MBA from Harvard University.

 

Temitope Lawani, Non-Executive Director Elect

·     Has been a supervisory board member of VEH since 2011.

·    Co-founder and Managing Partner of Helios Investment Partners, an Africa-focused private investment firm. He serves on the board of directors of Helios Towers, Bayport Management Limited, Mall for Africa, Off Grid Electric, OVH Energy, and Axxela. He also serves as a member of the Harvard Law School Dean's Advisory Board, the MIT School of Engineering Dean's Advisory Council, and on the boards of directors for the Emerging Markets Private Equity Association and The END Fund.

·   Received a BS in Chemical Engineering from the Massachusetts Institute of Technology and a JD (cum laude)/MBA from Harvard University.

 

Carol Arrowsmith, Independent Non-Executive Director Elect

·    Non-Executive Director of Compass Group plc and Chair of its remuneration committee, Director and Trustee of Northern Ballet Limited and a member of the Advisory Group for Spencer Stuart.

·     Former Vice-Chair and Senior Partner of Deloitte LLP. She has advised boards of directors on executive remuneration across a range of sectors for over 20 years.

·     Based in the UK and Australia. Has a degree in Psychology from the University of Newcastle-upon-Tyne and an MA in Business Studies from the University of Sheffield.

 

Thembalihle Hixonia Nyasulu, Independent Non-Executive Director Elect

·     Non-Executive Director for Unilever plc from 2007-16. Non-Executive Director and subsequently Chair of Sasol Ltd between 2006-13.

·    Also served on the boards of Anglo Platinum Ltd, the Development Bank of Southern Africa, was Vice-Chair of Nedbank and as a member of the J.P. Morgan Advisory Board for South Africa.

·   Has degrees in Social Work and Psychology from the University of Zululand. Has also completed programmes at the IMD in Lausanne and the Arthur D. Little Management Institute in Cambridge, Massachusetts.

 

 

Enquiries

 

Media Enquiries

Tulchan Communications LLP

·     Martin Robinson, Toby Bates

 

 

+44 20 7353 4200

Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors

 

Sponsor, Joint Global Co-ordinator and Joint Bookrunner

J.P. Morgan Securities plc

·     James Janoskey, Barry Meyers, Virginia Khoo

 

 

 

 

+44 20 7742 4000

 

JSE Sponsor

J.P. Morgan Equities South Africa Proprietary Limited

·     Paul H. van Zijl

 

 

+27 11 507 0300

Joint Global Co-ordinators and Joint Bookrunners

Citigroup Global Markets Limited

·     Miguel Azevedo, Hamza Girach, Patrick Evans

 

 

+44 20 7986 4000

 

Credit Suisse Securities (Europe) Limited

·     Nick Koemtzopoulos, Stephane Gruffat, Chris Ennals

 

+44 20 7888 8888

Joint Bookrunners

BNP Paribas

Rand Merchant Bank, a division of FirstRand Bank Limited

The Standard Bank of South Africa Limited

 

+44 20 7595 2066

+27 11 282 8000

+44 20 3145 5000

 

 

 

FURTHER INFORMATION ABOUT VIVO ENERGY AND THE OFFER

 

Investment highlights in more detail

 

Market: compelling African consumer fundamentals

Vivo Energy operates across Africa where there are favourable macro trends driving the Group's growth, including strong population growth, rapid urbanisation, a growing middle class and a young population. It is projected that by 2050 there will be 1.2 billion more people in Africa7, representing more than 65% of global population growth8, and that Africa's urban population will increase from 40% in 2015 to 56% in 20509.

 

It is also projected that by 2030 the middle class in Africa will grow to 582 million people from 376 million people in 201310. The median age in Africa is 19 compared to 30 in Asia and 38 in the United States, as at 31 December 201511, making Africa the world's youngest continent.

 

These macro trends support, either directly or indirectly, the growing revenues of the Group. Other macro trends include robust infrastructure development, with US$150 billion in infrastructure spending required by 202512. A further trend is rapid vehicle growth, with the number of vehicles growing at a CAGR of 7% from 2016-2113. As at 31 December 2017 there were 33 vehicles per 1,000 people in Africa, compared to 560 in Europe and 814 in the United States14.

 

In particular, on average in Vivo Energy's 15 retail countries, strong GDP growth is expected from 2018-21 and the Directors believe this will result in opportunities for the Group on the basis that consumption is linked to GDP per capita.

 

In the year ended 31 December 2017, the Group's extensive retail platform enabled the Group to have access to 277 million consumers in Africa15. The Directors believe that these positive macro trends, combined with attractive industry and market dynamics, have driven and will continue to drive the Group's business in Africa.

 

Platform: pan-African footprint, market-leading number one brand

The Group has a pan-African footprint, operating and marketing its products in countries across North, West, East and Southern Africa that together represent 23% of Africa's population16. The Group has a network of more than 1,800 service stations in 15 countries and exports lubricants to more than ten other African countries.

 

Vivo Energy is the number one or number two market leader by fuel volumes sold in 14 of those 15 operating countries as of 31 December 2017, with the Group's overall market share ranging from 14% to 46% in each country (based on the market share across all business segments)17.

 

The Group makes full use of the globally respected Shell brand, which is the most preferred fuel brand for consumers across the Group's markets, with a brand preference rating of 52% as of September 201718. Brand remains a critical factor in consumers' choice of fuel, as consumers value the certainty of product performance and quality, particularly in African markets where counterfeit, adulterated or contaminated fuel can be prevalent.

 

When the Group rebrands an existing service station as a Shell service station, consumers have access to a range of differentiated Shell-branded fuels and lubricants and product innovation, which the Directors believe drives higher volumes and margins for the Group. The Directors believe that since the Group was carved out of Shell's African operations in 2011, it has capitalised on the value of the Shell brand and enhanced the brand preference with consumers.

 

Business model: integrated, entrepreneurial and performance-driven

Vivo Energy operates an integrated marketing, distribution and retail model. The Group owns or operationally controls critical supply infrastructure that provides the Group with a sustained competitive advantage. The Group manages the supply chain of the fuels and lubricants it sells from procuring fuels, LPG and lubricants from an international network of suppliers through to sales to the end-customer. Once procured, the Group then distributes its products across its African network, using the storage facilities the Group owns or has access to.

 

As at 31 December 2017, Vivo Energy owned or had access to approximately 943,000 cubic metres of fuel storage capacity in 97 locations across 14 countries, which provided fuel to more than 1,800 service stations and around 5,000 commercial customers. Through carefully selected and managed transporters, each of which is required to comply with the Group's HSSE policies and procedures, an average of approximately 156,000 kilometres were driven on a daily basis in the year ended 31 December 2017 to deliver the Group's products to its geographically diverse sites.

 

This storage and distribution network enabled the Group to sell approximately 5.2 billion litres of fuel and lubricants to Retail customers and 3.8 billion litres of fuel and lubricants to Commercial customers in the year ended 31 December 2017. The Group's lubricants supply was brought under greater control of the Group through the acquisition of 50% of SVL, which sources, blends and supplies Shell-branded lubricants, in December 2017.

 

Growth: organic and inorganic across fuel, convenience retail and quick service restaurants

Vivo Energy has seen strong growth in fuel volumes in recent years, which the Directors believe has been driven by macro fundamentals as well as the Group's operational excellence initiatives.

 

In Retail, the Group has achieved volume and margin growth through operational excellence initiatives including dealer management, the launch of new and premium fuels, promotions and loyalty cards as well as Shell fleet and prepaid cards. Vivo Energy has also been successfully executing its retail portfolio growth strategy, capturing unrealised opportunities in the countries in which the Group operates. From 2015-17, the Group succeeded in opening a new service station every three days.

 

The Directors believe there remain significant growth opportunities across Africa, and the Group plans to continue to increase its total number of service stations and deliver volume growth. In Vivo Energy's countries of operation, the Group estimates that there are on average 50 service stations per million people, compared to 71 in China and 129 in the United Kingdom19. The Group plans to add approximately 400 more service stations by the end of 2022, bringing the total number of service stations to more than 2,200.

 

The Group has also invested in non-fuel offerings, including convenience retail shops, quick service and fast casual restaurants, pharmacies and other services, bringing premium well-known brands to its operations, such as KFC, Burger King, Subway, Brioche Dorée and Pizza Hut, as well as regional brands such as Java House. Some of these were the first of the respective franchise chains to be opened in the country.

 

The Directors believe that non-fuel retail unlocks a new earnings stream for the Group while creating consumer retail hubs which support the Group's sale of fuels. The benefits of non-fuel outlets to the Group include additional earnings with fixed rent and share of revenue, higher fuel volumes and the building of customer loyalty from both necessity and impulse purchases.

 

In the Commercial segment, the Group optimises gross margin and credit exposure, leverages its integrated infrastructure, develops and improves the respective customer value propositions and continuously and selectively seeks new business. In Lubricants, the Group is active in its selling initiatives on forecourts to increase its lubricants sales and cross sells with fuel to key commercial sectors and offers technical support and services in this segment.

 

The Group is well-positioned to benefit from future consolidation opportunities in its markets, and in many African markets acquisitions are the preferred route of entry to achieve scale. Most recently, on 4 December 2017, the Group entered into an agreement (subject to regulatory approval) to acquire Engen International Holdings (Mauritius) Limited, an investment holding company that holds the retail and marketing oil and gas operations of Engen Holdings (Pty) Limited in ten countries in Africa (Democratic Republic of Congo, Gabon, Kenya, Malawi, Mozambique, Reunion, Rwanda, Tanzania, Zambia and Zimbabwe).

 

The Group views the Engen Transaction as an opportunity to replicate the Group's growth model. The Engen Transaction will increase the Group's target market from approximately 277 million to around half a billion people (being 42% of Africa's total population)20 and will allow access to countries identified by the Group as high priority, further enhancing the Group's geographical diversification.

 

The Engen Transaction will add nine new retail countries and over 300 additional service stations to the Group's network. The Group aims to import its operational excellence to the transitioning Engen operations and to implement key processes and systems for continued growth, including opening over 100 additional new sites by 2022. In addition to the Engen Transaction, the Group aims to target other acquisitions which might provide similar opportunities.

 

Financial model: resilient, strong earnings and high returns

The Directors believe that the Group's financial performance is based on resilient unit margins, diversification, operating leverage, disciplined capital allocation and high cash conversion. The Group has seen growth in Adjusted EBITDA and an increase in ROACE, with Adjusted EBITDA increasing at a CAGR of 25% and ROACE improving from 15% in 2015 to 28% in 2017.

 

Vivo Energy's gross cash unit margin was US$58, US$67 and US$71 per thousand litres, respectively, in the years ended 31 December 2015, 2016 and 2017. Despite fluctuations in currency and the price of crude oil, this remained relatively stable due to price regulation in most of the countries in which the Group operates, as well as measures the Group put in place to protect margins.

 

The Group is diversified geographically with 41.3% of its service stations in West Africa, 27.0% in North Africa and 31.7% in East and Southern Africa as of 31 December 2017. In terms of EBITDA, in 2017, 12 out of its 15 retail countries generated over US$10 million each.

 

The Group is also diversified among its three segments with the Retail, Commercial and Lubricants segments accounting for 60.4%, 28.4% and 11.2% of Adjusted EBITDA, respectively, in the year ended 31 December 2017. In addition, in the year ended 31 December 2017, 61% of the Group's Adjusted EBITDA was from currencies pegged to the US dollar or Euro.

 

The Group maintains significant operating leverage. From 2015-17, the Group experienced growth in volumes at a CAGR of 6%, in gross cash profit of 19%, in Adjusted EBITDA of 25% and in Adjusted Net Income of 52%. Vivo Energy also has a disciplined approach to capital allocation and management, including rigorous return requirements for investments with a minimum internal rates of return (20% for Retail projects and 25% for Commercial projects), ensuring strong cash returns for the Group.

 

The Group incentivises management of its operating country entities to increase return on capital by linking compensation with returns, with long-term incentive plans being linked to ROACE, and linking 35% of the operating entity's performance scorecard to ROACE drivers. The Group has experienced high and increasing ROACE of 15%, 20% and 28% in the years ended 31 December 2015, 2016 and 2017, respectively.

 

Vivo Energy operates with high cash conversion and low financial leverage. For the years ended 31 December 2015, 2016 and 2017, the Group maintained a Cash Conversion Margin of 82%, 89% and 88%, respectively. The Group's financial leverage was 0.38x, (0.02)x, and 0.97x during the same periods. The Group also has structurally negative working capital, with retail payments being made on average six days after delivery and creditors operating on longer terms.

 

The Group's strong financial model has enabled the Group to self-fund its investment in its business to deliver further efficiencies and strengthen its market positions.

 

 

Vivo Energy's history

 

'A new 100 year old company'

 

·   2011 - Carve out from Shell

·   2012 - New executives, organisational structure, system and controls

·   2013 - Fuel station growth capex plan

·   2014 - Convenience retail and QSR re-design and expansion

·   2015 - Lubricants optimisation

·   2016 - New 15-year brand licence agreed with Shell

·   2017 - Acquisition of 50% of SVL

·   2017 - Announced acquisition of 300+ Engen service stations in nine new countries (subject to regulatory approval, targeted for completion in the third quarter of 2018)

 

 

Vivo Energy's strategy

 

1. Remain a responsible and respected business

From the outset, Vivo Energy's vision has been to become Africa's most respected energy business. This means doing business the right way, putting safety first and making a positive contribution to its communities.

 

Vivo Energy's robust and effective governance is designed to ensure that it does not compromise the way it operates as it invests and grows its business.

 

2. Preserve the Group's lean and agile organisation and performance-driven culture

Vivo Energy's organisation is customer-centric with empowered country teams and lean central support functions. The Group's speed of decision-making and agility is central to its competitive position.

 

Vivo Energy intends to preserve this organisational structure and to continue to incentivise its employees to grow the business, profitably and safely.

 

3. Maximise value of the Group's existing businesses

Vivo Energy intends to maximise the value of its existing businesses by continuing to innovate, offering its customers differentiated, recognised and innovative fuel and non-fuel products and services under multiple premium global brands.

 

Vivo Energy will use its broad geographic footprint, integrated business model and well-invested asset base (in both storage and retail) to grow its competitive advantage and increase profitability. The Group will continue to invest in its retail network as a stable growth platform and to serve its customers in commercial and lubricants across a whole range of industries in Africa.

 

4. Pursue value accretive growth

Vivo Energy plans to expand and develop its retail network in existing markets by building new service stations, acquiring new sites and upgrading existing retail service stations to fulfil unrealised potential.

 

The Group is committed to enhancing its high-quality fuel and lubricants offering by improving its non-fuel, consumer product and services through partnerships with respected leading brands.

 

In December 2017, the Group signed a share transaction agreement with Engen which will add nine new retail countries and more than 300 new retail service stations (subject to regulatory approval, targeted for completion in the third quarter of 2018).

 

5. Maintain attractive and sustainable returns through disciplined financial management

Vivo Energy's strong financial and operational track record of volume and EBITDA growth, cash generation and disciplined capital expenditure is underpinned by a robust financial controls framework and comprehensive internal audit process with strict credit and currency exposure management.

 

The Group intends to maximise return on capital employed and to maintain profit margins by focusing on disciplined capital allocation and incentivising country management to deliver profitable growth, supported by a resilient, well-diversified business across Africa. The Group plans to continue to maintain a sustainable capital structure to maximise total shareholder returns and to continue to drive sustainable growth.

 

 

Important notice

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 as amended (the "FSMA") by J.P. Morgan Securities plc (which conducts its United Kingdom investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan").

Each of Citigroup Global Markets Limited ("Citigroup"), Credit Suisse Securities (Europe) Limited ("Credit Suisse") and J.P. Morgan, which are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, BNP PARIBAS ("BNP Paribas"), which is supervised by the European Central Bank (the "ECB") and the Autorité de Contrôle Prudentiel et de Résolution (the "ACPR") (and its London Branch is authorised by the ECB, the ACPR and the PRA and subject to limited regulation by the FCA and the PRA), Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB"), which is regulated by the South African Reserve Bank (the "SARB") and the Financial Services Board (the "FSB"), The Standard Bank of South Africa Limited ("Standard Bank"), which is regulated by the SARB and J.P. Morgan Equities South Africa Proprietary Limited ("JPM SA"), which is regulated by the JSE (together with Citigroup, Credit Suisse, J.P. Morgan, BNP Paribas, RMB and Standard Bank, the "Banks"), are acting exclusively for the Company and no-one else in connection with the Offer and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This announcement is not for publication or distribution, directly or indirectly, in or into or from Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in Australia, Canada, Japan or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

In member states of the European Economic Area (each, a "Relevant Member State"), this announcement and any offer if made subsequently is addressed and directed only at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have 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"), or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons.

This announcement does not constitute or form a part of, any offer or invitation to sell, or issue or any solicitation of any offer or advertisement to purchase and/or subscribe for, Shares or any other securities of the Company in South Africa, including an offer to the public (as defined in the South African Companies Act No. 71 of 2008 ("South African Companies Act"), as amended) for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, Shares and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the South African Companies Act. In South Africa, this announcement is directed only at (i) selected persons falling within one of the specified categories set out in section 96(1)(a) of the South African Companies Act or (ii) selected persons who acquire, as principal, for Shares at a minimum aggregate acquisition price of R1 000 000, as envisaged in section 96(1)(b), of the South African Companies Act (all such persons in (i) and (ii) being referred to as "relevant persons"), and to whom the Offer will specifically be addressed, and only by whom the Offer will be capable of acceptance. The Offer and any other investment activity to which this announcement 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 on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute a "registered prospectus" or "advertisement", as contemplated by the South African Companies Act and no prospectus has been, or will be, filed with the South African Companies and Intellectual Property Commission.

The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (the "FAIS Act"), as amended and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Shares or in relation to the business or future investments of the Company is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider as such term is defined in the FAIS Act.

This announcement is an advertisement and not a prospectus and investors should not purchase any Shares referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office at 3rd Floor, Atlas House, 173 Victoria Street, London, SW1E 5NA, United Kingdom and on the Company's website at http://investors.vivoenergy.com. Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offer. Before investing in the Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser.

This announcement includes forward-looking statements, which are based on current expectations and projections about future events. 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. Forward-looking statements may and often do differ materially from actual results. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Any forward-looking statements reflect the Company'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 the Group's business, results of operations, financial position, prospectus, growth or strategies and the industry in which it operates. Save as required by law or by the Listing Rules of the FCA, each of the Company, the Banks and their respective affiliates, as defined in Rule 501(b) of Regulation D of the U.S. Securities Act 1933, as amended, ("Affiliates") expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Forward-looking statements speak only as of the date they are made.

The timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.

In connection with the Offer of the Shares, each of the Banks and any of their Affiliates, acting as investors for their own accounts, may take up a portion of the Shares in the Offer as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, acquisition, placing or dealing by, the Banks and any of their Affiliates acting in such capacity. In addition, the banks and any of their Affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and any of their Affiliates may from time to time acquire, hold or dispose of Shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks nor any of their respective Affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Offer or any other information relating to the Group whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Each of the Banks and each of their respective Affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information. No representation or warranty express or implied, is made by any of the Banks or any of their respective Affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.

In connection with the Offer, J.P. Morgan and JPM SA, as "Stabilising Managers", or any of their agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other stabilisation transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Managers are not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the LSE and the JSE and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Managers or any of their agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither of the Stabilising Managers nor any of their agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

In connection with the Offer, the Stabilising Managers may, for stabilisation purposes, over-allot Shares up to a maximum of 15% of the total number of Shares comprised in the Offer. For the purposes of allowing the Stabilising Managers to cover short positions resulting from any such overallotments and/or from sales of Shares effected by it during the stabilising period, it is expected that the Selling Shareholders will grant the Stabilising Managers the Over-allotment Option, pursuant to which the Stabilising Managers may purchase or procure purchasers for additional Shares at the Offer Price, which represents up to an additional 15% of the Offer size (the "Over-allotment Shares"). The Over-allotment Option will be exercisable in whole or in part, upon notice by the Stabilising Managers, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the LSE and the JSE. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares being issued or sold in the Offer and will form a single class for all purposes with the other Shares. Where the context so requires, references in this announcement to the Shares include Shares purchased pursuant to the Over-allotment Option.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

 

 


1 Plus smaller markets: Reunion and Togo

2 Source: UN World Population Prospects 2017 (data as of 2015)

3 Source: UN World Population Prospects 2017 (data as of 2015)

Source: CITAC

5 Source: Ipsos Global Brand Tracker (Q3 2017) conducted for Shell in all Vivo Energy markets

6 Average daily transactions, based on 20 litres per fill

7 Source: UN World Population Prospects 2017 (compared to 2015 population)

8 Source: UN World Population Prospects 2017 (data as of 2015)

9 Source: UN World Population Prospects 2017 (data as of 2015)

10 Source: McKinsey

11 Source: UN World Population Prospects 2017 (data as of 2015)

12 Source: McKinsey

13 Source: BMI (includes motorbikes)

14 Source: BMI and WHO estimates (includes motorbikes)

15 Source: UN World Population Prospects 2017 (data as of 2015)

16 Source: UN World Population Prospects 2017 (data as of 2015)

17 Source: CITAC

18 Source: Ipsos Global Brand Tracker (Q3 2017)

19 Population based on UN World Population Prospects 2017 (data as of 2015).  Number of service stations based on Company estimates

20 Source: UN World Population Prospects 2017 (data as of 2015)


This information is provided by RNS
The company news service from the London Stock Exchange
 
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