Corporate
Presentation
March 2015
1
Table of Contents
Overview
3
Management
12
Portfolio Companies
15
Esas Properties
22
2
Overview
3
THREE MAIN BUSINESS AREAS OF WHICH THE MAIN
FOCUS IS ON DIRECT INVESTMENTS
Asset Management
Private Equity
Real Estate
‒ Manages Esas Shareholders’ liquid
‒ Focuses on strategic and financial
‒ Acquires and develops commercial
assets
‒ Family office manages total assets
of more than US$ 4 billion
investments mostly in Turkey since
2000
‒ Esas invested over US$ 500m of
equity in its portfolio
real estate in Turkey and abroad
‒ Esas invested over EUR 400m in
real estate in a period of four years
4
ESAS IS AN INVESTMENT COMPANY ESTABLISHED AND
FUNDED BY SEVKET SABANCI AND HIS FAMILY
Established Name
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
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
Unique Investment and Management Capability
ESAS shareholders’ Sabanci name and strong management
team coupled with solid relationships in the business
community allows ESAS to source investment opportunities
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
Strong Track Record
Over the last seven years, revenues of the portfolio
companies have increased from US$ 797m to US$ 2.398m
in 2014(1)
Extraordinary financial performance between 2010 and 2014
‒ Topline growth of 31% (CAGR)
‒ EBITDA growth of 59% (CAGR)
1) Air Berlin and Esas Properties are not included
5
INVESTMENT APPROACH
is a dynamic decision taker with local expertise, global know-how and
entrepreneur approach
brings operational experience, strong financing capabilities,
reputability, business network, sector intelligence and best in class
human resources to our portfolio companies
does not involve in day-to-day operations of its portfolio companies
but aims to contribute to the business at board level in strategic
decisions, banking relations, M&As, business development and
corporate governance
aims to exit in 4 to 6 years, however unlike other private equity
companies, Esas has the flexibility to wait longer since it utilizes the
funds from its own balance sheet rather than the limited partners
6
INVESTMENT RATIONALE
Esas aims to invest in Turkish 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
via acquiring majority shares or minority shares with controlling rights
Outside of Turkey, Esas is interested in international companies
having sound business strategies and strong market position with attractive value
realization potential
with talented and experienced management teams
7
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
Operational Improvements & Growth
Finance
The Executive Officers with a wide
sector expertise offer distinct
strategies and fresh ideas to our
portfolio companies in order to
maximize growth potential
The Executive Officers with a wide sector expertise
offer distinct strategies and fresh ideas to our
portfolio companies in order to maximize growth
potential
Our central finance team
offers portfolio companies
access to best source of
capital
8
ESAS HOLDING IN NUMBERS (2010 – 2014)
11
2.2bn
2.4bn %59
Portfolio Companies
Assets Under Management(US$)
Total Sales 20141 (US$)
EBITDA Growth (CAGR 2010-14)
1 Investment Abroad
2 new acquisitions in 2014
CAGR 31% (2010-14)
2014 EBITDA US$ 513m
Net Sales Developments (TL in million)
Sales Breakdown (2014)
Healthcare
3%
6000
5000
4000
Food &
Beverage
6%
Logistics
12%
3000
2000
Retail &
Entertaiment
14%
1000
0
2010
2011
2012
1) Air Berlin and Esas Properties are not included
2013
2014
Aviation
65%
9
ESAS HOLDING HAS A CUSTOMER BASE OF 42 MILLION IN 2014
AND CONTINUES TO INVEST IN CONSUMER ORIENTED SECTORS
Aviation
16 million guests
Healthcare
1m patients
Retail
2 million customers
Entertainment
23m admissions
10
HISTORY SINCE 2005
11
Management
12
BOARD OF DIRECTORS
Sevket Sabanci, Chairman
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.
Emine Sabanci Kamisli, Vice Chairman
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
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
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.
Cagatay (Chaatai) Ozdogru, Member of the Board & CEO
Please see the next slide.
Inan Tanriover, Member of the Board & CFO
Please see the next slide.
13
EXECUTIVE OFFICERS
Cumhur Kuscuoglu
/
Inan Tanriover
/
Cagatay Ozdogru
/ Babur Celebi
/
Sami Vodina
/
Benan Cetin
Cumhur Kuscuoglu,
Inan Tanriover,
Cagatay (Chaatai) Ozdogru, Babur Celebi,
Member of the Board &
CEO
President of Food &
Beverage Group
Sami Vodina,
Benan Cetin,
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.
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 19962001 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
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 (Russia-East
Europe-Middle East & Africa). He
was promoted to CEO of Esas in
January 2010..
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 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 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.
Investment & Business
Dev. Director
Member of the Board &
CFO
Auditor
Finance Director
14
Portfolio Companies
15
SELECTED PORTFOLIO COMPANIES
Food & Beverage
Aviation
‒ Nuts, dried fruits and sweets production and
distribution company
‒ Second largest German Airline
‒ Acquired in Feb 2008
‒ Acquired in Feb 2009
‒ %12 shareholding
‒ Largest private airline company in Turkey
Retail and Entertainment
‒ Acquired in Jan 2005
‒ Largest cinema chain in Turkey
‒ Publicly traded
‒ Acquired in Sept 2010
Real Estate
‒ Leading sports club chain in Turkey
‒ Acquisition and development of
commercial real estate
‒ Acquired in Nov 2011
‒ Established in Mar 2009
‒ Multibrand shoe retail company
‒ Acquired in Feb 2013
Healthcare
Logistics
‒ Leading freight Ro-Ro operator in Mediterranean
region
‒ Acquired in Sep 2014
‒ Hospital chain and emergency healthcare
services
‒ Acquired in Oct 2007
16
PORTFOLIO COMPANIES - I
Entertainment
Entertainment
‒ Joint Control (35%)
‒ Joint Control (35%)
‒ Strategic Investment
‒ Strategic Investment
‒ Mars Cinema Group (MCG) is the leading movie exhibitor
in Turkey with its 69 locations and 612 screens in 26 cities.
With its ‘out-of box’ management approach, MCG 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.
‒ Mars Sportif is the leading health club operator of Turkey
which runs two different brands/concepts in its body:
MAC and MacFit. MAC is the premium gym concept of
Mars Sportif which operates six state of the art sports
facilities in three cities of Turkey with over 12,000
members. Mars Sportif’s newly established affordable
gym concept MacFit, aims making it both easy and more
accessible for everybody to exercise. MacFit currently
operates sixteen health clubs in Istanbul, Ankara, İzmir,
Adana and Bursa with more than 56.000 members. The
aim is to reach 60 clubs by the end of 2016 and make
Turkey a fitter place!
www.cinemaximum.com.tr
www.marsathletic.com & www.macfit.com.tr
17
PORTFOLIO COMPANIES - II
Retail
Food & Beverage
‒ Majority (60%)
‒ Minority (30%)
‒ Strategic Investment
‒ Strategic Co-Investment
‒ Ayakkabı Dünyası is one of the largest footwear retailers of
Turkey, selling more than 2 million pairs of shoes annually
through its 45 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.
‒ Acquired by Esas Holding in 2008, Peyman is one of the
leading players of Turkish edible nuts and dried fruits
market. Since Esas’ acquisition, the company increased its
revenues by five folds and become the second largest
player in Turkish market. The company is active in local
market with five well known house brands including
Bahçeden, Dorleo, Çitliyo, Nutzz and Peyman. In addition
to Turkey, the company is exporting its products to 40
different countries
www.ayakkabidunyasi.com.tr
www.peyman.com.tr
18
PORTFOLIO COMPANIES - III
Aviation
Aviation
‒ Majority (65,5%)
‒ Minority (12%)
‒ Strategic Investment
‒ Financial Investment
‒ Fastest growing airline in Europe; has brought ‘Low Cost’
airline model to Turkey. In 2013, 16,8 million guests around
the world flew with Pegasus. The company serves to 78
domestic & international destinations via Turkey’s youngest
fleet of 54 aircrafts with an average age of 4 years. In April
2013, Pegasus realized the largest IPO of the year in Turkey
at which the company sold 34.5% of its issued shares. The
market cap of the company is increased from TL 1.8 billion
to TL 2.6 billion since its initial offering date. The proceeds
of the IPO will be utilized to fuel the expansion of the
operations and improve its international presence.
‒ Germany’s second, Europe’s fifth largest airline with
144 operational aircraft flying more than 128 destinations
throughout the world. Employs more than 8,900 people
and carried a total of c.31.5 million passengers in 2013.
With its 12% stake, Esas Holding is the second largest
shareholder of Air Berlin.
www.flypgs.com
www.airberlin.com
19
PORTFOLIO COMPANIES - IV
Food
Food
‒ Wholly owned (100%)
‒ Majority (99%)
‒ Strategic Investment
‒ Greenfield Investment
‒ Purchased in 2008, Esasli Food produces and sells
delicatessen meat and frozen products under the brand
names of Esasli and Bonservis. The company also produces
private label products for nation wide retailers of Turkey.
The company utilizes a factory with an annual production
capacity of 10.640 tons and a total closed area of 10.250
m2 located in Antalya. The product portfolio of the
company includes Turkish style spiced sausage, hot dog,
and salami along with doner, precooked and frozen
meatballs, cordon bleu, and schnitzel.
‒ Bonservis was established by Esas in 2005 to provide a
professional and reliable food service for out of home
food consumption companies. With its modern fleet of
multi temperature vehicles, 75 personnel and 3.500
pallets of storage area, Bonservis is providing services to
companies in Marmara Region. Bonservis’ product
portfolio consists fresh and frozen red meat, poultry,
dairy products, dry goods, fresh and frozen vegetables
and fruit, sea food and deli meat
www.esasligrup.com.tr
www.gidaser.com.tr
20
PORTFOLIO COMPANIES - V
Healthcare
Logistics
‒ Wholly owned (100%)
‒ Joint Control (40%)
‒ Strategic Investment
‒ Strategic Investment
‒ Hospital and emergency & mobile healthcare investments
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 three hospitals in
Anatolia. Also, with its fully equipped ambulances, Medline
provides 7/24 emergency and mobile healthcare services to
c. 2.5 million members
‒ Acquired in 2014 by Esas and Actera partnership, U.N
Ro-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.esasligrup.com.tr
www.unroro.com.tr
21
SELECTED PORTFOLIO COMPANIES (CONT’D)
Esas Properties
22
ESAS PROPERTIES HAS INVESTED OVER EUR 400M OF
EQUITY IN A PERIOD OF FOUR YEARS
Strong Capital Base
‒ With EUR250 million of additional capital available for investments, ESAS is well positioned to acquire assets at attractive values
‒ 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
Local Strategy & Projects
‒ 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 ultimately results high entry barriers for
future endeavors
‒ ESAS has a pipeline of ten selected cities in Anatolia for development projects. Constructions are scheduled to start in the upcoming four years
‒ In addition to the shopping center development projects; ESAS focus on office development projects in Istanbul
International Expansion
‒ 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;
‒ Stevenage Retail Center, UK
‒ 12 Stanhopegate, London, UK
‒ Coopers Square, Burton, UK
‒ Halton Lea Shopping Center, UK
‒ 815 Sixth Avenue, New York, US
‒ Bon Accord & St Nicholas, Aberdeen, UK
‒ Blue Portfolio, UK
‒ Summit House, London, UK
‒ Kensington Street Portfolio, London, UK
‒ Barnsley Shopping Center, UK
‒ Eastgate Centre, Inverness, UK
‒ 229 West 28th Street, NY, US
‒ Middlesbrough Shopping Center, UK
‒ Freshney Palace, Grimsby, UK
‒ 75-83 Nassau Street, NY, US
23
SELECTED LOCAL ASSETS
Shopping Mall
Kocaeli
Shopping Mall
Zonguldak
Maltepe Office Building
Shopping Mall
Istanbul
Bolu
Shopping Mall
Esas Aeropark
Çanakkale
Istanbul
24
SELECTED INTERNATIONAL ASSETS
Summit House
Coopers Square
Blue Office Portfolio
Freshney Palace
Bon Accord & St Nicholas
229 West 28th Street
London, UK
Grimsby, UK
Burton, UK
Aberdeen, UK
UK
NY, US
25
Esas Holding A.S.
Esas Plaza, Ruzgarlibahce Mah., Kavak Sok.
No:29, Kavacik, Beykoz
Istanbul, TURKEY
www.esas.com.tr
26