ALTAMIR_REGISTRATION_DOCUMENT_2017

Presentation of the Company PRESENTATION OF THE COMPANY AND ITS ACTIVITIES

1

www.thomeurope.com

1) Business description THOM Europe is a leading jewellery retailer in Europe. The Group was created in 2010 from the merger of two leading French jewellery retailers, Histoire d’Or and Marc Orian. Since the 2016 acquisition of the brands Stroili Oro in Italy andOro Vivo inGermany, thegroupnowoperates inFrance, Italy, Germany andBelgium through a network of 1,000 company-owned stores, primarily located in shopping centres. THOM Europe operates under the followingbrands: Histoired’Or, MarcOrian, TrésOr, Stroili Oro, Franco Gioielli and Oro Vivo. 2) Why did we invest? Having been a shareholder of Histoire d’Or for eight years, Apax had reviewed the opportunity to combine Histoire d’Or and Marc Orian several times in the past. The investment thesis is nowbased on the combined group. THOMEurope is a leader in a stable, high-margin and fragmented market, in which scale provides a key competitive advantage. Its retail concepts, found in prime locations, stand out from the competition and are supported by best-in-class operations. Its outstanding, proven and highly-committed management team has a strong knowledge of both the Histoire d’Or and Marc Orian groups. 3) How do we intend to create value? In addition to the synergies generated from the merger, THOM Europe shows significant growth potential via new openings in both shopping centres and city centres, development of e-commerce and international expansion. 4) What has been achieved? Since investment and theHistoire d’Or/MarcOrianmerger, several developments have created value for the group. A few dozen stores have been opened in France and Belgium with particular development in city centres since FY 2013. In 2014, the group acquired31 Piery stores andmade several other small acquisitions.

THOM Europe has also internationalised, acquiring two jewellery chains in Northern Italy, and opening several new stores in the country. Lastly, an e-commerce site and a digital marketing/CRM strategy were launched in FY 2013. In July 2014, the group issued bonds for €345m to refinance its existingdebt, finance the acquisition of the Piery stores and repay part of shareholders’ convertible bonds, which allowedAltamir to recoup 40% of its initial cost. In October 2016, THOM Europe acquired Stroili, the leading Italian jewellery retail chain (369 stores), and Oro Vivo’s German subsidiary (38 stores) thereby creating Europe’s largest jewellery retailer withmore than 1,000points of sale, over 5,000employees and pro forma sales of more than €600m. In July 2017, thegroup refinanced its bonddebtwith a€565mterm loan, significantly reducing its annual interest expense. 5) How is it performing? THOM Europe continued to perform well in 2016/17 (FYE September). Revenue rose by 2.1% to €644.3m and its EBITDA was up 4.3% over the previous year. This performance was the result of an increase in same-store sales in France, whereas the Italian businesses were penalised by the new pricing policy (reduced discount). While the group was focused on integrating Stroili Oro and Oro Vivo, it continued to expand during the year with the opening of 78 new stores in Europe, a 46% increase in online sales in France (€12m) and the launch of an e-commerce site in Italy. The valuation of the investment in THOM Europe fell by €11.5m during 2017 due to a decline in valuation multiples. 6) How will we crystallise value? THOM Europe has a scale and high margin profile which makes it an attractive target to large private equity groups as well as trade buyers.

SECTOR

COUNTRY

DATE OF INVESTMENT RESIDUAL COST IN €M

FAIR VALUE IN €M

% OF THE PORTFOLIO AT FAIR VALUE

2010

36.6

61.6

6.9

France

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• ALTAMIR 2017

REGISTRATION DOCUMENT

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