Transcript Slide 1

Corporate Presentation
Istanbul, Turkey
October 2014
1
Table of Contents
I. Overview
3
II. Management Overview
10
III. Portfolio Companies
13
IV. Esas Properties
20
2
I. Overview
3
Three main business areas of which the main focus is on
direct investments
Asset Management
 Manages Esas Shareholders’ liquid
assets
 Family office manages total assets of
more than US$ 4 billion
Private Equity
 Focuses on strategic and financial
investments mostly in Turkey since
2000
 Esas invested over US$ 600m in its
Real Estate
 Acquires and develops commercial
real estate in Turkey and abroad
 Esas invested over EUR 300m in
real estate in a period of four years
portfolio
4
ESAS is an investment company established and funded
by Sevket Sabanci and his family
 Founded in 2000 by first and second generation Sabanci family members ascended from Mr.
Sevket Sabanci, Esas is one of the leading investment companies of Turkey
Established Name
 Sabanci Family is one of the most regarded and influential names in Turkey, who has been
active in the Turkish business community for more than five decades
 ESAS shareholders’ Sabanci name and strong management team coupled with solid
relationships in the business community allows ESAS to source investment opportunities
Unique Investment
and Management
Capability
 Management who combines over 200 years of experience in Turkish and international business
landscape, has the ability to deliver high growth through practicing high standards of
governance and operational know-how
 Over the last seven years, revenues of the portfolio companies have increased from TL
400m (US$ 200m) to TL 3.700m (US$ 1.750m) in 2013(1)
Strong Track
 Extraordinary financial performance between 2010 and 2013
Record
-
Topline growth of 27% (CAGR)
-
EBITDA growth of 65% (CAGR)
 4 succesful exits since 2006
5
________________________________________________
(1)
Excludes real estate and Air Berlin revenues
Investment Rationale
 Esas aims to invest in companies
 with sustainable EBITDA level and major growth potential
 which are market leaders or strong candidates
 having the potential to create value with our industry experience coupled
with access to unique financing options
 After conducting an extensive commercial due diligence, Esas seeks to acquire
majority shares at its target companies
 Also, we are open for co-investments with strategic and financial investors
6
“WE ARE OPERATORS”
Value Creation Plan
We define our value creation initiatives. Paradigm shift and strategic direction are our
main focuses to create market leading companies.
Key Business Priorities
As per the value creation model , Key Business Priorities (KBP) and 100-300-600 day plans (for institutionalization, growth and infrastructure) are
identified to create value.
Guidance & Monitoring
Hands on operational approach: Executive Officers harness a variety of talents within the firms to deliver the best guidance to the
portfolio companies. Active Boards are strengthened with best international / local industry experts.
Guidance
The Executive Officers with a wide sector
expertise offer distinct strategies and fresh
ideas to our portfolio companies in order to
maximize growth potential
Operational Improvements &
Growth
We closely monitor the performance of the
portfolio and develop improvement projects to
increase profitability
Finance
Our central finance team offers portfolio
companies access to best source of capital
7
Esas Holding in Numbers (2006 – 2013)
6
12
3.700m
%65
Sectors
Portfolio Companies
Total Sales 20131
(TL)
EBITDA Growth
Turkey
1 Investment Abroad
2012 TRY 3.200m( US$ 1.5bn)
Between 2010 and 2013
Net Sales Developments (TL in million)
1Includes
Sales Breakdown(2013 Actual)
Pegasus, BonservIs, Peyman, UN RoRo, Mars Cınema, Mars Sportive, MedlIne Healthcare. (AIr BerlIn and Esas Properties are not Included)
8
Esas Holding has a customer base of 38 million in 2013
and continues to invest in consumer oriented sectors
Aviation
16 million guests
Entertainment
19m admissions
Retail
Healthcare
2 million customers
1m patients
9
II. Management Overview
10
Board of Directors
1
Sevket Sabanci, Chairman

2
Emine Sabanci Kamisli, Vice Chairman

3
Erhan Kamisli was born in Adana in 1964. He graduated from California State University with
a degree in Marketing and International Business Administration. Mr. Kamisli started his
career in Exsa and held various positions in Akcimento. Then he served as Cement Group
President at Sabanci Holding while holding chairman positions in Akcansa and Cimsa. Mr
Kamisli joined Esas in 2008 as a Board Member and he is also currently the Chairman of
Medline Health Group and Esas Properties.
H. Cagatay Ozdogru, Member of the Board & CEO*

6
Ali Sabanci was born in Adana in 1969. After specializing in Politics and Economics at Tufts
University in US, he worked for Morgan Stanley & Co. Inc. until the year 1993. He received
his MBA degree with a major in International Finance at Columbia Business School in 1995
and then returned to Turkey. He had various duties in Akbank. In 1997, Ali Sabanci assumed
the responsibility of Head of Projects in Sabanci Holding, then became the Executive Vice
President of Strategy and Business Development in 2001. Mr. Sabanci, Chairman of Pegasus
Airlines since 2005 manages Esas’ aviation investments.
Erhan Kamisli, Member of the Board

5
Emine S. Kamisli was born in Adana in 1966. She received her BSc Degree in Economies of
Industry and Commerce from The London School of Economics in 1987. Mrs. Kamisli worked
for Willis Corroon reassurance brokerage company in London and returned back to Turkey in
1989. She joined Aksigorta as the Director of Commerce. She had responsibilities such as
the Executive Board Member of Aksigorta, Akhayat and Sabanci Holding prior to the
establishment of Esas. Mrs. Kamisli co-founded ESAS along with Mr. Sevket Sabanci in 2000
and is currently in charge of treasury and wealth management of Esas.
Ali Sabanci, Member of the Board

4
Şevket Sabanci was born in Kayseri in 1936. He graduated from Manchester University with
a degree in Textile Engineering. Mr. Sabanci held various managerial positions at Sabanci
Holding's textile companies and then started representing Sabanci Holding abroad in 1980.
Also a founding member of Vaksa, Mr. Sabanci was the Vice Chairman of Sabanci Holding
and played a vital role in Sabanci Holding's successful progress. Preserving his stake in
Sabanci Holding, he initiated ESAS’ establishment in 2000. Mr. Sabanci still leads the
company as Chairman of the Board of Directors.
Please see the next slide
Inan Tanrıover, Member of the Board & CFO*

Please see the next slide
11
Executive Officers
H. Cagatay Ozdogru, Member of the Board & CEO

Cagatay Ozdogru was born in Istanbul in 1966. He graduated from
Istanbul Technical University with a degree in Electronics &
Telecommunications Engineering in 1989 and received his MS degree in
Telecommunications Engineering from George Washington University in
1991. Prior to joining Esas in 2005, Mr. Ozdogru was the President of IT &
Telecommunications in Sabanci Holding between 2002 and 2005.
Between 1997 and 2001, he held various positions at France Telecom
Group where his last post was Vice President of REEMEA region (RussiaEast Europe-Middle East & Africa). He was promoted to CEO of Esas in
January 2010..
Babur Celebi, President of Food & Beverage Group

Cumhur Kuscuoglu
/
İnan Tanrıöver
/
H. Çağatay Özdoğru
Cumhur Kuscuoglu,
Investment & Business Dev. Director

Cumhur Kuscuoglu was born in 1972 in Ankara.
He earned BA degree from Bogazici University in
1996. Between 1996 and 2002 Mr. Kuscuoglu
served in the Audit Department as a Manager in
Arthur Andersen. Between 2002 and 2007, he
was a Director at Ernst & Young, supervising the
M&A advisory services in Turkey and Southeast
Europe. In May 2007, he joined Carlyle Group as
the Director of MENA Buyout Fund and worked till
the end of 2009. He joined Esas in December
2009.
/ Babür Çelebi
/
Sami Vodina
/
Benan Çetin
Inan Tanriover,
Member of the Board & CFO

Inan Tanriover was born in 1956 in Samsun. He
studied Marketing at Ege University in Izmir and
graduated in 1977. Mr. Tanriover worked for Ziraat
Bank between 1977 and 2001 and has been
appointed to London office twice between 1987-1992
and 1996-2001 as Senior Country Manager. In 2001,
he joined Sabanci Holding’s International Trade
Group in London as Finance Director. He was the
Executive Board member of Sekerbank between
2006 and 2007. Mr. Tanriover joined Esas in June
2007 as CFO.
Babur Celebi was born in 1956 in Istanbul. Mr. Celebi earned BA degree
from Georgia State University in 1980. He received his MBA degree from
GSU in 1983. He completed Columbia University’s Senior Executive MBA
program in 2000. He began his career in 1982 in US and held various
positions in Unilever Group. Then he was a board member at Evyap. Prior
to joining Esas, he was the CEO of Dogan Online. He acted as a VP of
Consumer Products and GM of Marketing Group in Ulker from 2003 to
2008. He joined Esas in 2010.
Sami Vodina, Auditor

Sami Vodina was born in 1946 in Biga. He graduated from İstanbul
University with a degree in Economics. Mr. Vodina, certified public
accountant, started his career in 1971 and held various positions at Netaş
and Bimsa. Mr. Vodina also served in Aksigorta as Vice President
between 1985 and 2005. He is the auditor of Esas since 2005
Benan Cetin, Finance Director

Benan Cetin was born in 1970 in Izmir. He graduated from Dokuz Eylul
University with a BA degree in Economics in 1994. Mr. Cetin started his
career in Sabanci Bank PLC London. During his period in Sabanci Bank,
he had served in various departments including Treasury and Foreign
Trade. He then joined Emirates Bank International London in 2001. In
2002, Mr. Cetin joined Sabanci Foreign Trade Group and got his AMCT
degree in 2005. Mr. Cetin joined Esas in 2008.
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III. Portfolio Companies
13
Nine portfolio companies in six different sectors
Food & Beverage
Aviation

 Peyman

Nuts, dried fruits and sweets
production and distribution
company
 MAC & MacFit
 Air Berlin
Acquired in Feb 2008
Retail and Entertainment
 Cinemaximum


Second largest German
Airline
%12 shareholding
Acquired in Feb 2009

Largest private airline

 Pegasus Airlines

Largest cinema chain in
Turkey

Publicly traded

Acquired in Sept 2010

Leading sports club chain in
(1)
Turkey

Acquired in Nov 2011

Multibrand shoe retail
company

Acquired in Feb 2013
 Ayakkabı Dünyası
company in Turkey

Acquired in Jan 2005

Hospital chain and
emergency healthcare
services

Acquired in Oct 2007

Development of commercial
real estate

Estabished in Mar 2009
Healthcare
 Medline Healthcare
Group
Real Estate
 Esas Properties
Logistics
 UN RoRo

Leading freight Ro-Ro
operator in Mediterranean
region

Acquired in Sep 2014
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Selected Portfolio Companies
Entertainment
Entertainment
 Joint Control (35%)
 Joint Control (35%)
 Strategic Investment
 Strategic Investment
 Cinemaximum is the largest movie theater network in
 MAC is the leading health club operator in Turkey and runs
Turkey with its 64 locations and 575 screens in 26 cities of
Turkey. With its ‘out-of box’ management approach,
Cinemaximum has changed the vision of the Turkish
cinema market and also has brought the new film
technologies to Turkey, and created a brand new cinema
experience.
 www.cinemaximum.com.tr
five premium sports facilities in three cities of Turkey.
 Macfit, which is a start up brand established in 2011, is the
budget gym concept of the company with operating sixteen
sport facilities in Istanbul, Ankara, Adana, Bursa and İzmir
Macfit is expanding its customer base through restructuring
sport with a view to making it more efficient and practical.
 www.marsathletic.com & www.macfit.com.tr
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15
Selected Portfolio Companies (Cont’d)
Food
Retail
 Majority (60%)
 Minority (30%)
 Strategic Investment
 Strategic Co-Investment
 Ayakkabı Dünyası is one of the largest footwear retailers of
 Leading manufacturer of packed and bulk nuts & dried
Turkey, selling more than 2 million pairs of shoes annually
through its 41 stores. The Company which is established in
1923, has accumulated unparalleled knowledge and strong
heritage in footwear business along with a highly
recognized and trusted brand name in Turkey. Ayakkabı
Dünyası, which opened its first store in 1996, is also the
first mover in multi branded footwear retail in Turkey.
 www.ayakkabidunyasi.com.tr
fruits, Turkish delight and traditional Turkish desserts.
Operates in a 5,400 sqm modern facility with 10,000 sqm of
open area in Eskisehir industrial zone with over 500
employees. Peyman established a strong brand awareness
and corporate identity, with its high quality standarts
coupled with strong management team
 www.peyman.com.tr
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16
Selected Portfolio Companies (Cont’d)
Aviation
Aviation
 Majority (65,5%)
 Minority (12%)
 Strategic Investment
 Strategic Investment
 Fastest growing airline in Europe; has brought ‘Low Cost’
 Germany’s second, Europe’s fifth largest airline with
airline model to Turkey. Pegasus serves to 78 domestic &
international destinations via Turkey’s youngest fleet of 54
aircraft. Pegasus signed an agreement in 2012 with Airbus
company to add 100 airplanes worth USD 12 billion into its
fleet. Pegasus has been flying for more than 20 years and
is a member of IATA
 www.flypgs.com
147 operational aircraft flying more than 151 destinations
throughout the world. Employs more than 9,000 people and
carried a total of c.33 million passengers in 2012. Voted as
top low-cost airline in various respected magazines
worldwide
 www.airberlin.com
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17
Selected Portfolio Companies (Cont’d)
Food
Food
 Wholly owned (100%)
 Majority (99%)
 Strategic Investment
 Greenfield Investment
 Purchased in 2008, Esasli Food produces and sells
 Leading distributor of out-of home food products and the
delicatessen meat and frozen products under the brand
names of Esasli and Bonservis. The company is also one of
the biggest private label producers of Turkey which provides
services for Carrefour, Sok and Metro.
reseller of Nestlé Movenpick Ice Cream, Nestlé Maggi and
Gulsan. one of the top two distributors in Turkey. The red
meat and poultry processing facility operating in Istanbul
has ISO 9000 and ISO 22000 quality certifications
 The company which has a production capacity of 9.000
tons, operates in a facility with 10.000 m2 facility
 www.esasligrup.com.tr
 www.gidaser.com.tr
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18
Selected Portfolio Companies (Cont’d)
Healthcare
Logistics
 Wholly owned (100%)
 Minority (40%)
 Strategic Investment
 Strategic Investment
 Hospital and emergency & mobile healthcare investments
 Acquired in 2014 by Esas and Actera partnership, U.N Ro-
under the brand of Medline Health Group ("Medline"). The
Group owns one of the largest private hospital chain in
Turkey providing premium healthcare services to circa 1
million patients every year through its five hospitals in
Anatolia with a total capacity of 475 beds. Also, with its fully
equipped ambulances, Medline provides 7/24 emergency
and mobile healthcare services to c. 2.5 million members
 www.medline.com.tr
Ro is the leading freight Ro-Ro operator in the
Mediterranean region and among top 10 operators in the
world
 UN Ro - Ro has a fleet of 12 Ro – Ro vessels
(approximately 44 km Lane Meter) and utilizes four ports in
Istanbul, Mersin, Trieste and Toulon which are at the service
of local and international logistics companies, importers and
exporters in Turkey and in the region.
 www.unroro.com.tr
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19
IV. Esas Properties
20
Esas Properties has invested over EUR 300m of equity in
a period of four years
 With EUR300 million of equity capital available for investments, ESAS is well positioned to acquire
assets at attractive values
Strong Capital Base
 In today’s distressed financial market, we have significant discretionary capital and the experience to
capitalize on real estate investment opportunities in Turkey and abroad
 ESAS has a local strategy to focus on secondary cities and large towns in Turkey with a population over
100.000 people in Anatolia with low level of competition in terms of shopping centers.
 The purpose is to create sustainable advantage in these sub-prime and underpenetrated markets which
Local Strategy &
Projects
ultimately results high entry barriers for future endeavors. Currently three shopping centers in Kocaeli,
Bolu and Çanakkale is under construction and expected to be opened in 2015.
 In addition to the shopping center development projects; ESAS focus on office development projects
 ESAS has completed Esas Aeropark project which comprises office, retail and residential area in Kurtköy,
Istanbul
 Development of Maltepe office building is going on which is a Class A office development project in
Istanbul with a GLA of c. 18.000 sqm
Easy Access to
Current Turkish Real
Estate Stock
 ESAS’ shareholders and management have significant industry knowledge and business network which
enable access to current Turkish commercial real estate stock
21
Esas Properties has invested over EUR 300m of equity in
a period of four years
Well Diversified
Portfolio with Solid
Cashflow
Shopping Mall
Pipeline
 Esas has a well diversified portfolio of commercial real estate with gross leasable area of 500.000 m2 in
Turkey and abroad
 Combined annual rental income of circa US$ 150m
 ESAS has a pipeline of ten selected cities in Anatolia for development projects. Constructions are
scheduled to start in the upcoming four years
 Internationally, Esas co-invests with investors teamed up with local asset managers who can
successfully manage the portfolio and deliver outstanding results
 International investments of ESAS is comprised of the following;
International
Expansion
 Stevenage Retail Center, UK
 815 Sixth Avenue, New York, US
 Halton Lea Shopping Center, UK
 Nassau Street, New York, USD
 Blue Portfolio, UK
 Summit House, London, UK
 Barnsley Shopping Center, UK
 Eastgate Centre, Inverness, UK
 Middlesbrough Shopping Center, UK
 Freshney Palace, Grimsby, UK
 28th Street New York, US
 Coopers Square, Burton, UK
 12 Stanhopegate, London, UK
 Bon Accord & St Nicholas,
 100-106Kensington Street, London,
Aberdeen, UK
UK
22
Local Assets
Esas Gayrimenkul’s existing portfolio consist of 2 office buildings in İstanbul and 1 hospital building in
Antalya
Esas Plaza
Aeropark
Antalya-Hospital
Location: Kurtköy-İstanbul
Location: Kavacık-İstanbul
GLA:30.000 sqm
Location: Lara-Antalya
GLA:8.000 sqm
Investment: USD 44,7 m
GLA:11.500 sqm
Investment: USD 11 m
Tenants: Pegasus-Netas-Cafe Nero-
Investment: USD 10.5 m
Tenants: KPMG-Esas Holding
Sardunya
Tenants: Medline
23
Local Pipeline - I
Esas Gayrimenkul has a strong pipeline, having 3 mall projects in prime locations of secondary Anatolian
cities
Burda-41
Burda-14
Burda-17
Location: İzmit
Location: Bolu
Location: Çanakkale
GLA: 62.000 sqm
GLA: 34.000 sqm
GLA: 34.000 sqm
Investment: USD 120 m
Investment: USD 47 m
Investment: USD 59,6 m
Completion Date: 2015-3Q
Completion Date: 2015-2Q
Completion Date: 2015-1Q
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Local Pipeline - II
Two “Class-A” Office Projects on the subway line of Anatolian Side
Ofispark
Location: Maltepe-İstanbul
GLA: 20.000 sqm
Investment: USD 40 m
Kartal Project
Location: Kartal
GLA: n.a
Investment: USD 100 m
Completion Date: 2014-4Q
25
International Assets-I
7 shopping malls, 8 office buildings in UK were acquired through partnership with F&C Reit
Cleveland Shopping Center, UK
Alhambra Shopping Center, UK

Location: Barnsley-UK

Location: M.brough-UK

GLA: 17.000 m2

GLA: 40.000 m2

Investment: GBP 26m

Investment: GBP 86m

# of Units: 30

# of Units: 56

Esas Share : 30 %

Esas Share : 30 %
Halton LeaShopping Center, UK
Stevenage Shopping Center, UK

Location: Runcorn-UK

Location: Stevenage-UK

GLA: 46.000 m2

GLA: 7.900 m2

Investment: GBP 32,5m

Investment: GBP 26,5 m

# of Units: 90

# of Units: 29

Esas Share : 30 %

Esas Share : 30 %
26
International Assets-II
All these assets were acquired at very attractice prices with an average yield of 8 %
Coopers Square, UK
Blue Portfolio, UK

Location: UK

Location: Burton-UK

GLA: 54.000 m2

GLA: 36.500 m2

Investment: GBP 60,5 m

Investment: GBP 73m

# of Units: 8 office buildings

# of Units: 92

Esas Share : 30 %

Esas Share : 25 %
Freshney Place, UK
Eastgate Center, UK

Location: Grimsby-UK

Location: Inverness-UK

GLA: 30.800 m2

GLA: 29.600 m2

Investment: GBP 81 m

Investment: GBP 99 m

# of Units: 119

# of Units: 87

Esas Share : 25 %

Esas Share : 25 %
27
International Assets-III
All these assets were acquired at very attractice prices with an average yield of 8 %
Hyatt House, NY, US
Bon Accord & St Nicholas, UK

Location: UK

Location: US

GLA: 42.700 m2

GLA: 9.000 m2

Investment: GBP 192 m

Investment: USD 70 m

# of Units: 75

# of Units: 150

Esas Share : 48 %

Esas Share : 11 %
28th Street, NY, US
100-106 Kensington Street, UK

Location: US

Location: UK

GLA: 14.500 m2

GLA: 9.000 m2

Investment: USD 84,5 m

Investment: GBP 16 m

# of Units: 12

# of Units: 4

Esas Share : 33,8 %

Esas Share : 50 %
28
International Assets-IV
Two high quality office buildings in the heart of London were fully acquired by ESAS.
12 Stanhope Gate
Summit House

Location: London-UK

Location: London-UK

GLA: 4.100 m2

GLA: 850 m2

Investment: GBP 25 m

Investment: GBP 9,6 m

Esas Share : 100 %

Esas Share : 100 %
29