Publigroupe sells Publicitas

1. 1
Focus on digital portfolio
PubliGroupe sells Publicitas to Aurelius
Zurich, 2 April 2014

2. 2
Overview presentation order
Agenda item Presenter
Overview and key facts of transaction Hans-Peter Rohner
Chairman of the Board of
Directors PubliGroupe
Donatus Albrecht,
Managing Director M&A Aurelius
1
PubliGroupe going forward Arndt C. Groth
CEO PubliGroupe
2
Conclusion by the Chairman3 Hans-Peter Rohner
Q&A4

3. 3
! Sale of Publicitas to Aurelius, a publicly listed company traded on the
Munich stock exchange
! PubliGroupe with no further financial obligations towards Publicitas apart
from customary guarantees
! Sales price in the low double-digit million CHF range; one-time write-off
of CHF 30-40 million; solid Group equity base maintained
! Under new structure >80% of PubliGroupe revenue with digital products and
services
! Annual General Meeting of 29 April 2014 to approve transaction by adopting
a change of purpose of PubliGroupe Ltd.; closing expected in Q2 2014
Executive summary
Sale of Publicitas as decisive step in transformation of PubliGroupe

4. 4
Starting point for strategy evaluation
Aurelius better owner for Publicitas in current situation
• Board of Directors of PubliGroupe made thorough evaluation of the strategic
options for Publicitas in 2013 – together with Group CEO and new CEO of
Publicitas
• Result of strategy evaluation: sale of Publicitas best solution.
• Publicitas has a concise, strategic plan that it can develop under new, long-term
minded owner
• Aurelius is acquiring Publicitas with all its 39 affiliated companies in Switzerland
and abroad as well as the 49% share of xentive SA, taking on the some 860
employees and assuming all contractual obligations, in particular vis-à-vis
media providers, advertisers and agencies
• New owner confident about future and potential of Publicitas and the
management team under its CEO Alain D. Bandle
• Aurelius will fully support the strategy in implementation since August 2013 and
continue to invest in its future development of the company

5. 5
Transaction overview
Expeditious sales process
* Depending on clearance of competition authorities
• Sale of Publicitas and related affiliates (i.e. 39 companies in
Switzerland and abroad) to Aurelius
• AGM approval required to change company purpose, changing
the scope of activities of the Group
Transaction
structure
• Signing of transaction 1 April 2014
• Annual General Meeting of PubliGroupe 29
April 2014
to approve change of purpose
• Expected closing of transaction* 2nd Q. 2014
Expected
timetable

6. 6
Separation process
Spin-off through sale of Publicitas to Aurelius
Current structure Structure post separation
ShareholdersShareholders
SIX listed
100%
SIX listed
100%
Aurelius
SIX listed
100%

7. 7
Background Aurelius
• AURELIUS is a listed German investment group with offices in Munich and
London, operating throughout Europe with 17 portfolio companies belonging
to the Group, among them Connectis AG and other, smaller assets in
Switzerland
• The holding company with its 75 employees has a long-time investment
horizon, focusing on companies with development potential through
operational engagement
• In 2013 AURELIUS increased the Group revenue by 11% to EUR 1’525.5
million. The operating EBITDA reached EUR 106.2 million. There are 11’110
employees belonging to the Group
• The company has a wealth of experience resulting from >60 transactions,
relying on strong, bank independent financial strength
• AURELIUS plans to continue to develop Publicitas according to the plan
presented by Alain D. Bandle and the management

8. 8|
THE BUSINESS
MODEL
ACQUISITION, OPERATIONAL DEVELOPMENT AND DISPOSAL OF COMPANIES WHICH ARE IN A
SPECIAL SITUATION
! Revenues between EUR 30m and
EUR 750m
! Average purchase price of EUR 8m,
range from negative to plus EUR 15m
! Complex transaction structures/carve
outs and/or redemption of existing
creditors
Corporate spin-offs
… disputes among
shareholders
Succession issues
Obvious
optimisation potential
SPECIAL
SITUATION

9. 9|
PORTFOLIO COMPANIES
PORTFOLIO
(I)
The investment portfolio of AURELIUS Group currently comprises 17 companies and several add-ons
June 2008
AURELIUS Group
has acquired
sunrise business solutions
from
January 2006
AURELIUS Group
has acquired
Deutsche Post Wohnen
from
April 2007
AURELIUS Group
has acquired 49 % of
a former JV of
BNP Paribas and Arcandor
from
September 2008
AURELIUS Group
has acquired
from
the families Berentzen,
Wolff and Richarz
March 2009
AURELIUS Group
has acquired
from
March 2009
AURELIUS Group
has acquired
LD Didactic Group
from
insolvency
administrator
March 2010
AURELIUS Group
has acquired
from
November 2010
AURELIUS Group
has acquired
Secop (former Danfoss
Household Compressors)
from
November 2010
AURELIUS Group
has acquired
KemFine UK Ltd
from
December 2010
AURELIUS Group
has acquired
5 hotel
real estate locations
as add-on for
from
add
on

10. | 10
PORTFOLIO
(II)
PORTFOLIO COMPANIES
The investment portfolio of AURELIUS Group currently comprises 17 companies and several add-ons
* Thales CIS (Madrid, Spain) has been integrated into Getronics Europe as of June 2012
add
on
October 2012
AURELIUS Group
has acquired
from
November 2012
AURELIUS Group
has acquired
from
November 2011
AURELIUS Group
has acquired
HanseYachts AG
from
CEO and founder
Michael Schmidt
May 2012
AURELIUS Group
has acquired
Getronics
Europe and APAC
from
February 2012
AURELIUS Group
has acquired*
THALES CIS
from
add
on
December 2012
AURELIUS Group
has acquired
from
February 2013
AURELIUS Group
has acquired
brightONE (former Tieto)
Germany/Netherlands/
Poland/India
from
March 2013
AURELIUS Group
has acquired
fidelis HR
(former TDS HR
Services & Solutions)
from
December 2013
AURELIUS Group
has acquired
Telvent Global Services
(Spain/Brazil/Chile)
from

11. 11|
MANAGEMENT
TEAM
Gert Purkert, Dr. Dirk Markus, Donatus Albrecht
Donatus Albrecht
! M&A experts
! Corporate Finance
Dr. Dirk Markus
(CEO)
! Corporate strategy and
development
! Turnaround CEOs and Task
Force
(in all 35 employees )
! Corporate Communication /
Investor Relations (1)
! Finance
! Internal audit
! Legal
Gert Purkert
! Turnaround CEOs and Task
Force
(in all 35 employees )
! IT and infrastructure
! Human Ressources

12. 12|
KEY
FIGURES
2009 – 2013
(in EURm)
2009 2010 2011 2012 2013
Group Revenues 902.3 935.5 1,262.6 1,378.1 1,525.2
EBITDA (operating) 23.4 85.0 98.7 114.0 106.2
Dividend paid (base + special dividend per share,
EUR)
0.37 0.43 0.50 + 0.17 0.60 + 0.77 0.70 + 0.35
Dividend paid 10.8 12.5 19.2 39.4 33.3
Cash and cash equivalents 155.6 177.2 154.4 244.7 223.9
Employees 3,523 6,803 6,631 10,226 11,110

13. 13
PubliGroupe going forward
Arndt C. Groth, CEO

14. 14
PubliGroupe strategic focus going forward
Capitalising on key market trends
" Internet ads growing at double digit rate, driven by
continued increase in online penetration and higher
share of ads budget allocated to this media
" PubliGroupe focuses on online and is ideally
positioned to capture the growing demand for ad
trading and ad technology solutions
1. Capitalising on digital transformation… 2. and value enhancing services
" Offering a comprehensive palette from branding to
lead generation
" Investing in transaction-oriented fields and fast
growing RTA/programmatic buying market that
provides better rates for long-tail inventory
Western Europe Internet ad spend
2005-2015F
US$ bn, % share of total Ad Spend
5.3
28.7
5%
28%
05 06 07 08 09 10 11 12 13F 14F 15F
Market Share
Western Europe Ad Spend
CAGR 2005-2015F
(4.4%)
(4.8%)
(0.3%)
(0.1%)
(0.2%)
0.3%
18.5%
Newspapers
Magazines
Television
Radio
Cinema
Outdoor
Internet
Source: ZenithOptimedia, Advertising Expenditure Forecasts September 2013.

15. 15
2012 2013 2014 2015 2016 2017
Universal Connectivity
Intelligent Automation
Performance Driven
Global marketing networks connect
consumers to supply and demand
Smart systems interact effectively
within complex systems in real-time
Specific performance KPIs (ROI, yield) are
tracked, analysed and executed upon
Programmatic Advertising Spend,
Western Europe, 2012-17
US$ bn
6.7
56%
44%
RTA +43%
+39%
Non-RTA +35%
5.3
45%
55%
50%1.3
51%
49%
3.9
47%
53%
3.0
48%
52%
2.2
50%
A new marketing ecosystem has emerged
New marketing opportunities drive fast innovation

16. 16
PG aims to take a European leadership position
Focus on digital business portfolio
Brand
2
Consumer
Engagement
Value-add &
Relevance
A
A
A
P
P
P
CPA / Performance
CPM / Branding
P Publisher
A Advertiser

17. 17
Buyers Sellers
Advertiser
Technology
Media Owner
Technology
Smart
Data
Ad Trading
Ad Technology
Ad Intelligence
PubliGroupe offers expertise and execution
power for both buyers and sellers
PubliGroupe offers smart use of internal
and external data to enhance
performance
PubliGroupe offers state-of-the-art tools
enabling clients to buy and sell in real
-time, reliably, and efficiently
1
2
3
PG offers best-in-class people, intelligence and tech
Enabling customers to optimise their marketing performance

18. 18
" Leaner and now focused group able to
pursue consistent growth strategy and
embrace key trends (RTA, mobile, social)
" CHF 150 million after sale of Media Sales
" Solid organic growth per year; further
growth expected from selected, very
targeted acquisitions
Revenue
" Will improve to around CHF 20 million
(without Media Sales)
" Is foreseen to further grow in the
2015 - 2017 period
Operating Result
Profitability strongly improving
Operating result 2014 will reach around CHF 20 million
Divest targets Acquisition focus
" FPH and other press participations
" Several small operating units foreseen for
divestment
" CHF > 60 million expected for 2014 - 2015
divest proceeds and simplification of group
structure
" Opportunity to strengthen the business
portfolio through selective M&A in a
fragmented technology-based industry
" Investment expected at 10x - 15x EBITDA
valuation
" Target to add a low double digit million
operating result between 2015 - 2017 by
acquisition

19. 19
Transformation to digital company with mix of established and fast-
growing companies; >80% share of digital products and services
Immediate improvement of profitability through sale of Media Sales.
Continued divestment of non-core assets or assets that are not
providing financial returns.
Continued adaptation of holding in line with industry benchmarks.
Profitability
Increasing market demand for ad technology and ad trading services.
Growth
potential
Leader in Swiss directory match-making market; European leadership in
supply-side technology with Improve Digital and leader in
performance-advertising market with Zanox.
Relevant
market share
Key driver Measures
Summary key investment highlights of PubliGroupe
Sale drives profitability; back to growth in expanding markets

20. 20
Conclusion by the
Chairman
Hans-Peter Rohner
Chairman of the Board

21. 21
! Aurelius is acquiring Publicitas with all its 39 affiliated companies in
Switzerland and abroad as well as the 49% share of xentive SA
! With Aurelius PubliGroupe found a committed owner for Publicitas who is
confident about its future
! Aurelius will fully support the strategy in implementation since August 2013
and continue to invest in its future development of the company
! Good financial solution for all parties, sustainable and long-term perspective
! Sale of Publicitas a decisive step for PubliGroupe
! PubliGroupe to become a fully digital-oriented Group with local.ch and the
leading European performance marketing network Zanox, Improve Digital
and Spree7, both presenting promising growth opportunities in Europe
Summary (1)
Committed owner found for Publicitas

22. 22
! Clear PubliGroupe strategy oriented to participations in the area of digital
advertising trading and processing strategy as presented by Arndt C. Groth,
CEO of PubliGroupe
! Legacy issues successfully addressed
! Immediate increase of performance perspective due to sale of Publicitas
! Proposal of "one share – one vote" to the AGM; if accepted by AGM this will
accelerate the positive dynamics
! Divestment of remaining non-core assets, i.e. press participations in the next
12 to 24 months
! PubliGroupe holding structure to be reviewed and adapted to the smaller
size of the Group
Summary (2)
"One share – one vote" would further accelerate the positive dynamics

23. 23
Q&A