DOUGHTY HANSON ANNUAL REVIEW 2014 03 DOUGHTY HANSON CONTENTS ABOUT DOUGHTY HANSON 04 05 06 08 10 12 14 16 AT A GLANCE OUR INVESTORS LETTER FROM THE CHAIRMAN DOUGHTY HANSON IN 2014 FROM EUROPE TO THE WORLD INDEPENDENT PERACS ANALYSIS VALUE CREATION IN FUND V CASE STUDY: QUIRÓN OUR PORTFOLIO COMPANIES 20 ASCO 22 BALTA 24EUROFIBER 26 KP1 28 LM WIND POWER 30 TMF GROUP 32 TV3 34 ZOBELE GROUP RESPONSIBLE INVESTING 36 SOCIAL INVESTMENT 37 ESG POLICY AND INITIATIVES 38 CHARITABLE INITIATIVES Doughty Hanson is a member of the EVCA and the BVCA. Doughty Hanson has been carbon neutral since 2007 and is currently certified as carbon neutral with the CarbonNeutral® company. 04 DOUGHTY HANSON AT A GLANCE Doughty Hanson is one of the longest-established and most experienced private equity firms in Europe. For more than 25 years, we have been investing in marketleading companies and creating value by driving operational improvements across our portfolio. Through our network of six investment offices across Europe, our team has developed close relationships with the owners of, and advisers to, family businesses and industrial operations throughout Europe. Working alongside management, we have helped many companies grow into large, successful international organisations. Many of the companies we have acquired are now listed on major stock exchanges, and others have become divisions of larger global companies. We work in close partnership with management teams, develop shared strategic goals and provide ongoing support through the value-creation initiatives that we undertake. 05 DOUGHTY HANSON OUR INVESTORS 63 PRIVATE EQUITY INVESTMENTS $13bn AGGREGATE RETURN TO INVESTORS 6 EUROPEAN INVESTMENT OFFICES Investors in Doughty Hanson’s private equity funds represent a broad spectrum of institutions including pension funds, family offices, endowments, funds of funds, sovereign wealth funds, insurance groups and banks. Our investor base is global and includes particularly strong representation from the US, the UK and Europe. Our pension fund investors include schoolteachers in New York and Arkansas, university professors in the UK and Texas and retired telecommunications workers in Australia and across the US. We are proud that the investor base features strong representation from family offices around the world, including several families that sold businesses to us and have subsequently chosen to reinvest some of the proceeds in our funds. Doughty Hanson’s own employees are also significant investors in our funds, thereby ensuring a strong alignment of interests with those of our investors. Our investors benefit from the experience of Doughty Hanson’s in-house reporting and monitoring teams. Our dedicated investor relations professionals provide investors with regular updates on developments across the funds’ portfolios and coordinate access to senior members of the investment team. We have also developed proprietary online reporting systems that provide ongoing support. Doughty Hanson & Co Managers Limited is authorised and regulated by the UK Financial Conduct Authority (FCA) and Doughty Hanson Partners LLP is authorised and regulated by the UK FCA to act as an Alternative Investment Fund Manager. 29 YEARS OF GENERATING SUPERIOR RETURNS FOR OUR INVESTORS £167m DOUGHTY HANSON I 1990 DM1bn DOUGHTY HANSON II 1995 $2.7bn DOUGHTY HANSON III 1998 €1.5bn OUR INVESTORS BY GEOGRAPHY OUR INVESTORS BY TYPE DOUGHTY HANSON IV 2004 €3bn DOUGHTY HANSON V 2007 NORTH AMERICA INSURANCE COMPANIES ASIA ENDOWMENTS REST OF WORLD FUNDS OF FUNDS UNITED KINGDOM SOVEREIGN WEALTH FUNDS EUROPE (EXCLUDING UK) BANKS PENSION FUNDS PRIVATE INDIVIDUALS 06 LETTER FROM THE CHAIRMAN We’ve returned €3bn across six exits in just three years. This performance is continued proof of the investment philosophy and approach that has served us so well for nearly three decades. In 2014 we made one realisation and completed secondary placings for two businesses we’ve previously IPO-ed to return nearly €1bn to our investors. In March we sold our remaining shares in HellermannTyton, a business we listed on the London Stock Exchange in 2013. The share price has risen more than 55% since the business listed – giving a total return of 2.6x. In September we sold another tranche of shares in Tumi, a business we listed on the New York Stock Exchange in 2012. With this latest placing the business has returned 5.8x while we still hold around 8% of the company. By the time we realise our remaining shares we’ll be close to a 7x return. A CONSISTENT APPROACH HellermannTyton and Tumi are yet two more examples of the value of Doughty Hanson’s approach. Both businesses were impacted by the 2008 financial crisis but weathered the storm, and then prospered with support from our team. Which brings us to Quirón – the Spanish hospital business we bought in 2012 and sold at the end of last year for a 33% gross IRR. In almost 30 years of investing there have been few investments that better reflect Doughty Hanson’s philosophy: that is a “bottom-up” approach, investing in market-leading businesses, developing a compelling investment thesis, buying from family owners and creating significant value through active ownership. Our investment certainly raised eyebrows at the time. Economies across Europe were in the doldrums and Spain, in particular, was in the midst of a severe recession. Few private equity 07 LETTER FROM THE CHAIRMAN firms were deploying capital in Spain at the time; in fact, many were closing their offices. However, we have never been one to follow the herd. So while everyone else wavered, we made not one but two fund investments in Spain: USP Hospitales and Grupo Hospitalario Quirón (GHQ). Our team had been looking at the Spanish private healthcare market for several years and identified the best businesses to lead the consolidation of this growing, but very fragmented, industry. CONTROL AND CONFIDENCE Prior to the acquisition, the Doughty Hanson team spent a number of years building a relationship of trust and confidence with the family owners of GHQ. Working together, we agreed and then executed a plan to build a clear market leader through the merger of the two businesses to create one supergroup under the Quirón brand. It’s important to understand that the Cordon family were the majority owners of GHQ and that partnering with Doughty Hanson meant exchanging their controlling stake for a minority shareholding in the merged group. It goes without saying that ceding control to a private equity firm is a very difficult decision for any family business owner. However, our long history of partnering with families and our strong reputation as a responsible steward of great European businesses were very reassuring in this instance, and continue to be compelling factors when discussing new investments with family owners across Europe. CREATING A CLEAR MARKET LEADER Merging the two businesses offered another opportunity for our team to shine. They generated €20m of synergies across all areas of the business. We worked hand-in-hand with the management team and created the undisputed leader in the Spanish private hospital sector. By the time we acquired Teknon, a state-of-the-art private hospital in Barcelona, at the end of 2013, Quirón had three times the market share of the nearest competitor. The business had also doubled its EBITDA in just two years. €3bn RETURNED TO INVESTORS SINCE 2012 33% IRR GENERATED BY DOUGHTY HANSON’S INVESTMENT IN QUIRÓN Our case study on pages 16–17 explores the transaction in more detail. We also have a short film which includes interviews with the Cordon family. The sale of Quirón means we’ve returned almost all of the capital invested in Fund V. The fund is solidly top quartile according to both Thomson Reuters and Cambridge Associates and, in November 2014, Fund V topped the ranking of “boom-era” buyout funds, according to research by Private Equity News. I can’t say it has been an easy investment period but we’ve stuck to what we do best – market-leading businesses, family owners, conservative leverage, active ownership – and it continues to work. We’ve still got four businesses left in Fund V and I am confident of a very strong overall return. FOLLOW-ON SUCCESS The remaining portfolio is equally interesting and we’re preparing for further exits over the next two years. Our Fund V portfolio companies have now completed 38 follow-on acquisitions, including five in 2014. ASCO made the largest of six acquisitions under our ownership when it acquired a specialist transport and logistics business in Australia. This is a key part of ASCO’s strategy to grow internationally and diversify its business. Another business growing internationally is TMF Group, which made four acquisitions in 2014 including KCS, a corporate services provider based in Asia with offices in eight countries. The transaction adds more than €25m in revenue, and gives the business a strong position in the key markets of China and Singapore. FLEXIBLE FINANCING We remain active in the financing markets. At KP1 we issued Doughty Hanson’s first “unitranche” facility and at LM Wind Power we issued our first Nordic bond. Both of these new facilities remove the need for any maintenance covenants, de-risking our investment and giving us greater flexibility to focus on future growth. We saw the value of a flexible financing structure at TMF Group, one of the companies we refinanced with a bond issue in 2012. In 2014, we “tapped” the 2012 bond to raise a further €65m, allowing us to complete acquisitions without the need for further equity. OLD AND NEW During 2015, we plan to announce a First Close on Fund VI. This means 2014 was also a busy year for talking to existing and potential investors about our future plans. It’s a new fund, but with very familiar features: the same team and the same investment strategy as Fund V. That’s why we’re delighted to have secured commitments from many of the investors in Doughty Hanson’s previous funds. We will also be welcoming several new investors. I’d like to thank the entire Doughty Hanson team and everyone at our portfolio companies for their hard work throughout the year. Finally, I want to use this opportunity to thank our investors for their continued support. Richard Hanson Executive Chairman and Head of Private Equity March 2015 “OUR LONG HISTORY OF PARTNERING WITH FAMILIES AND OUR STRONG REPUTATION AS A RESPONSIBLE OWNER CONTINUE TO BE COMPELLING FACTORS WHEN DISCUSSING NEW INVESTMENTS WITH FAMILY OWNERS ACROSS EUROPE” 08 DOUGHTY HANSON IN 2014 09 DOUGHTY HANSON IN 2014 Doughty Hanson was active throughout 2014, realising value through exit and creating value across the remaining portfolio companies. 1 EXIT 2 SECONDARY PLACINGS 5 FOLLOW-ON ACQUISITIONS JANUARY MARCH MAY JUNE AUGUST NOVEMBER TMF Group acquires payroll firm Tass Axia in Indonesia LM Wind Power issues €130m bond ASCO Group acquires Bonnie Rock Transport in Australia TMF Group acquires remaining 49% of Custom House Global Fund Services TMF Group acquires KCS Limited in Asia, adding 14 offices in the region TMF Group acquires GMG Trust Company in South Africa JULY SEPTEMBER TMF Group raises additional €65m from bond investors to fund expansion Secondary placing of Tumi shares returns a further €107m to Fund IV investors KP1 completes successful €215m refinancing Secondary sale of remaining shares in HellermannTyton raises a further €159m for Fund IV investors, generating a total return of 2.6x Doughty Hanson sells Quirón, returning €717m and 2.0x capital invested to Fund V investors 3 PORTFOLIO COMPANIES REFINANCED €984m RETURNED TO INVESTORS 10 FROM EUROPE TO THE WORLD For more than a quarter of a century Doughty Hanson has been helping its portfolio companies expand overseas through follow-on acquisitions, capacity expansion and efficiency programmes. We look at recent activity across six continents. 11 FROM EUROPE TO THE WORLD CAPACITY EXPANSION, US In 2014, LM Wind Power installed and tested a new manufacturing process at one of its US plants. The proprietary process – called “Manufacturing 2.0” – is generating 1.7 times the normal output per mould, and significantly increases the output of the plant. LM Wind Power will begin to roll out the process across other facilities in 2015. This is expected to have a material impact on both costs and future capital expenditure. FOLLOW-ON ACQUISITION, NORWAY In late 2013, TMF Group acquired Accepta, one of Norway’s leading high-end accounting firms, to further enhance the company’s presence in Scandinavia. FOLLOW-ON ACQUISITION, ASIA In 2014, TMF Group acquired KCS, a pan-Asian corporate services provider. KCS was originally part of KPMG but was spun off as an independent business in 2003. KCS operates from 14 locations in eight countries and substantially increases TMF Group’s presence in Asia. OPERATIONAL EFFICIENCY, MEXICO Throughout 2014, Doughty Hanson’s in-house value enhancement team was on the ground in Mexico to support a major efficiency programme at one of Zobele’s manufacturing plants. This has boosted plant output, improved customer service, reduced working capital requirements and cut labour turnover. As a result, there has been a significant increase in overall operational efficiency and “On-Time, In-Full” delivery – a measure of customer service. PROCUREMENT, CHINA AND BRAZIL Doughty Hanson has been working with LM Wind Power on procurement programmes for several years. Throughout 2014, LM Wind Power worked with its local supply chains in China and Brazil to help them provide raw materials and components for use by its three Chinese plants and one Brazilian plant. This de-risks LM Wind Power’s supply chain, enables more products to be sourced locally and at a lower cost and creates greater competition throughout LM Wind Power’s global supply chain. FOLLOW-ON ACQUISITION, SOUTH AFRICA In 2014, TMF Group acquired GMG Trust Company, a South African trust administration business. The transaction makes TMF Group one of the largest fiduciary service providers in South Africa and gives the firm a platform from which to grow across Africa. FOLLOW-ON ACQUISITION, INDONESIA In 2014, TMF Group acquired Tass Axia, one of Indonesia’s largest providers of payroll and HR administration services. The acquisition more than doubles TMF Group’s revenue and headcount in Indonesia. FOLLOW-ON ACQUISITION, AUSTRALIA In 2014, ASCO acquired Bonnie Rock Transport, a specialist provider of transport and logistics services to the oil and gas industry. 12 INDEPENDENT PERACS ANALYSIS 13 INDEPENDENT PERACS ANALYSIS PERACS provides credible, independent analysis of private equity performance. Co-founder and Head of Research Professor Oliver Gottschalg discusses his 2014 analysis of Doughty Hanson Funds IV and V. How did the Doughty Hanson funds perform? The Doughty Hanson portfolio shows annual outperformance of 7.9% over the public market index (Chart 1). What does PERACS analyse? We provide a variety of indicators of performance from the track record of a private equity fund manager. Crucially, we don’t just look at how much value was created but how it was created. Does leverage have an impact on returns? This is an area that is interesting to LPs and sometimes they can be very sceptical about the impact of leverage. They worry that a private equity firm is basically “buying” returns with the risk that they, the LP, as the asset owner, has to carry. But if we look in more detail at the impact of leverage we can disentangle two conceptually different effects: replicable leverage and unique leverage. PERACS is entirely objective; we are an independent service provider and our approach is always to give investors an accurate view, be it good or bad, of the performance of a General Partner (GP). Every measure is not only chosen because it is objective, but it has been proven empirically to have some predictive ability of likely future outperformance. The advantage of this type of analytics is that you can validate extravagant claims with some hard facts. It’s not a perfect science but it gives a much greater level of confidence that a claim is actually supported by data. CHART 1 – 7.9% ANNUAL OUTPERFORMANCE OF DOUGHTY HANSON FUNDS VS PUBLIC MARKETS We measure this performance against the broad public market index because, in effect, this is the opportunity cost to Limited Partners (LPs). We can simulate the effect of replicable leverage by buying a public market index that matches each portfolio company and superimposing the same leverage ratio that we observed in the Doughty Hanson buyout. This allows us to identify the de-levered alpha, the fundamental outperformance of the companies acquired by Doughty Hanson, ignoring any replicable leverage. For the Doughty Hanson portfolio, this de-levered alpha is responsible for two-thirds of the overall outperformance (Chart 2). CHART 2 – OUTPERFORMANCE FROM DOUGHTY HANSON ALPHA, NOT LEVERAGE OR SECTOR CHOICE “EVERY MEASURE IS CHOSEN BECAUSE IT HAS BEEN PROVEN EMPIRICALLY TO HAVE SOME PREDICTIVE ABILITY OF LIKELY FUTURE OUTPERFORMANCE” In simple terms, this means that Doughty Hanson generated returns by working the assets and not by using leverage. Of course, the leverage used will amplify the returns generated by this good performance. So for Doughty Hanson, around 1.5% of the overall alpha is attributable to this unique leverage effect. What were the main drivers of Doughty Hanson’s outperformance? We assess these by analysing the accounting information on each of the underlying businesses, considering what happened to the company over the life of the deal and taking into account any add-on investments. For Doughty Hanson, we observe a clear dominance of the fundamental value drivers (Chart 3). More than 60% of the value was created by top line growth and margin improvement. As you would expect, if you build a growing and more profitable business, you usually then get an additional improvement in the trading multiples, which explains a third slice of value creation. picking industry sectors that, at that point in time, are simply good opportunities for private equity investments. Our analysis supports this claim and we see a high consistency in terms of the size of the investment, combined with a low consistency in terms of geographies and industries (Chart 4). How volatile are the returns in Doughty Hanson’s funds? Doughty Hanson has been able to generate more stable returns than comparable private equity firms. Our analysis proved that the performance of any given Doughty Hanson fund is less driven by single extreme events, either very positive or very negative; instead, there’s a relatively stable path to get to the overall returns, much more stable than what you would observe in comparable private equity funds (Chart 5). What advantages does PERACS analysis offer over other industry metrics? PERACS Alpha is the only performance measure available that offers a good view into the future. That’s not the case for most other performance measures, particularly for IRR. About PERACS Watch at http://review. doughtyhanson.com/peracs For more information on PERACS see peracs.com CHART 5 – LOWER VOLATILITY VS OTHER PRIVATE EQUITY FUNDS 100% 80% 60% 40% 20% How consistent is Doughty Hanson in terms of industry, geography and size? Doughty Hanson has a mandate of being opportunistic on a pan-European basis, both in terms of identifying the best investment opportunities in different countries, and by In addition to comparable performance, our research looks for a level of stability and persistence. If you observe high PERACS Alpha in a past fund and a very balanced performance dispersed across a portfolio, this GP is more likely to have a more stable level of returns in the future, and vice versa. CHART 3 – 60% OF OUTPERFORMANCE DUE TO REVENUE AND MARGIN IMPROVEMENT CHART 4 – STRONG SIZE CONSISTENCY BETWEEN INVESTMENTS 0% 20% 40% 60% 80% 100% -20% -40% DOUGHTY HANSON ALL PRIVATE EQUITY 75.0% 11.3% 0.6% 100% 26.8% 7.9% 13.0% 0.3% 1.5% 7.9% 1.0% 41.7% 18.6% 5.1% 42.8% 16.7% 5.1% MARKET RETURNS PERACS ALPHA PERACS RATE OF RETURN DE-LEVERED ALPHA SECTOR CHOICE EFFECT REPLICABLE LEVERAGE EFFECT UNIQUE PE LEVERAGE EFFECT PERACS ALPHA REVENUE EFFECT MARGIN EFFECT MULTIPLE DE-LEVERAGE EFFECT EFFECT FX EFFECT PERACS ALPHA COUNTRY CONSISTENCY SIZE CONSISTENCY INDUSTRY CONSISTENCY Analysis of Fund IV and Fund V as at 30 June 2014 14 VALUE CREATION IN FUND V 15 VALUE CREATION IN FUND V Raised in 2007, Doughty Hanson’s Fund V is one of the top performing funds of its vintage year. It was invested in eight portfolio companies between 2007 and 2012 and has already returned almost 100% of invested capital with four investments still remaining. The fund is top quartile according to both Thomson Reuters and Cambridge Associates. NORIT The Netherlands Purification technologies VUE ENTERTAINMENT UK Cinema operator AVANZA Spain Bus transportation QUIRÓN Spain Private hospitals - Acquired in 2007 from a financial owner. - Acquired in December 2010 from founding management team. - Acquired in 2007 from family owners. - Acquired in 2012 from family owners. - Value created by splitting the business into two independent divisions, Activated Carbon and Clean Process Technology. Both divisions significantly expanded their capacity, Activated Carbon with an additional €50m of equity to fund three new kilns. - Value created through three follow-on acquisitions in the UK, Germany and Poland to form a leading European chain; the digitisation of the UK circuit to optimise film booking; and procurement savings. - Value created through the acquisition of six earnings-accretive concession operators, pricing initiatives including online sales, and operational improvements. - Value created through the acquisition and subsequent merger of two private hospital businesses, significant merger synergies and the follow-on acquisition of another hospital in Barcelona. - Realised in 2013. - Realised in 2014. - Realised in 2011 and 2012. 2.5x “With Norit, we knew that the Activated Carbon and Clean Process Technology divisions belonged to a different set of buyers. From day one, we started splitting the business in two and developed a separate growth strategy for each part of the business.” - Realised in 2013. 2.1x “Our plan was to look for targets and build a European leader, and it worked. During Doughty Hanson’s ownership, Vue increased its cinemas from 68 to 146 and transformed the business from the third-largest operator in the UK to the second-largest in Europe.” 1.0x “At Avanza, we delivered on our investment thesis, increased sales and EBITDA by 84% and 68% respectively, and built a market-leading business. Unfortunately the underlying weakness of the Spanish economy impacted our ability to turn this effort into a strong return for Fund V.” Francisco Churtichaga, Partner, Spain Julian Huxtable, Partner, UK Alex Moss, Partner, UK 2.0x “Quirón is a wonderful example of three things Doughty Hanson does very well. First, we needed the vision and knowledge to find value in an unloved area of the market. Second, we needed the creative M&A skills to unlock that value. Finally, we needed the postacquisition value enhancement skills to crystallise value and generate a strong return in less than three years.” Francisco Churtichaga, Partner, Spain FUND V SUMMARY 8 PORTFOLIO COMPANIES 63% ACQUIRED FROM FAMILY OR FOUNDING MANAGEMENT TEAM 38 FOLLOW-ON INVESTMENTS 96% INVESTED CAPITAL RETURNED FROM FOUR EXITS 4 PORTFOLIO COMPANIES REMAINING 7.2% PERACS ALPHA – ANNUAL FUND V OUTPERFORMANCE VS PUBLIC MARKETS 16 CASE STUDY QUIRÓN Despite a challenging macroeconomic environment in Spain, Doughty Hanson identified the potential to build a market-leading private hospital business. The acquisition of USP was the starting point for consolidation of the fragmented private hospital market. The merger with familyowned Grupo Hospitalario Quirón (GHQ) followed, as did substantial merger synergies and a follow-on investment in Teknon, a large hospital in Barcelona. This doubled EBITDA to more than €100m, triggering an offer from another financial buyer to generate a 2.0x return to Fund V investors. 17 CASE STUDY QUIRÓN WHY DID WE INVEST? Although Spain was suffering from a deep recession, the private healthcare market proved resistant to the downturn, experiencing compound annual growth of 4.9% from 2007 to 2012. Favourable demographics, the impact of severe budget cuts on the national health service and the proliferation of new medical technologies all buoyed demand for private treatment. Doughty Hanson had developed in-depth knowledge of the Spanish private healthcare market, all of the major business in the sector and identified the potential for significant consolidation. By the time it acquired USP in early 2012, Doughty Hanson had already tracked the asset for a number of years. But USP – at the time Spain’s largest private hospital group with a 6.2% market share – was just the start. Doughty Hanson had also developed a very close relationship with the Cordon family that owned and managed GHQ. Doughty Hanson had identified GHQ as the business best-placed to lead the consolidation of the private hospital market. Doughty Hanson acquired a stake in GHQ from a minority shareholder and subsequently merged USP and GHQ to create an undisputed supergroup of which Doughty Hanson had a controlling shareholding. As part of the merger, the Cordon family rolled over 100% of their investment in GHQ into a minority stake in the enlarged group, signalling strong support for the future of the business. The merged business – branded Quirón – was the largest and most reputable private hospital group in Spain and a unique platform from which to continue the consolidation of the fragmented sector. €1.6bn ENTERPRISE VALUE OF QUIRÓN AT TIME OF EXIT 2.0x RETURN TO FUND V FROM DOUGHTY HANSON’S INVESTMENT IN QUIRÓN 99% INCREASE IN PRO FORMA EBITDA 2011–13 HOW WAS VALUE CREATED? Merger synergies Doughty Hanson worked together with the management team to develop a synergy model. This included revenue synergies by combining hospital volumes located in the same city or catchment area to strengthen Quirón’s negotiating power with the health insurance companies. Merging the two groups also provided opportunities to drive purchasing synergies across pharmacy, medical supplies, contract services and laboratory costs. By concentrating volumes and consolidating vendors Quirón could generate significant savings. Cost savings were also generated by combining two head offices into one. Buy-and-build Another source of growth for the company was the consolidation of the fragmented Spanish healthcare market. In November 2013, Quirón acquired Teknon, the single largest private hospital in Barcelona and one of the bestregarded hospitals in Spain. The acquisition strengthened Quirón’s presence in Barcelona and meant it had an overall market share three times larger than its next-largest private competitor. WHAT WAS THE OUTCOME? In less than one year, Doughty Hanson and Quirón’s management team generated €20m of revenue, purchasing and cost synergies from the merger. €900 -11% 6% 100% €768 €800 €700 €637 €656 €600 €500 €400 €300 €200 €100 €0 EBITDA GROWTH MULTIPLE DEBT EXPANSION REDUCTION In total, Quirón operated 21 hospitals, four fertility clinics and a number of consultation centres and day hospitals. It had sites across mainland Spain, the Balearics and the Canary Islands and was present in more regions than any other private operator. It enjoyed a particularly strong position in Barcelona and Madrid. Quirón offered a comprehensive range of medical specialities, with particular strength in trauma, gynaecology, oncology, cardiology, neuroscience and internal medicine. With 2,874 beds, Quirón had three times the market share of the next-largest private competitor. EXIT In July 2014, Doughty Hanson agreed to sell Quirón to another private equity firm at an enterprise value of €1.6bn. The transaction was completed in November 2014, representing a gross IRR of 33% and a 2.0x return to Fund V investors in less than three years. STRONG EBITDA GROWTH UNDER DOUGHTY HANSON’S OWNERSHIP (€m) QUIRÓN VALUE CREATION ATTRIBUTION (%) 105% The acquisition of Teknon gave Quirón control over the three premium private hospitals in Barcelona. It also added a further €18m in EBITDA to the existing business and the scope for a further c. €10m in synergies to be achieved over the following three years. TOTAL 2011 2012 REVENUE €110 €100 €90 €80 €70 €60 €50 €40 €30 €20 €10 €0 2013 €100.6 €60.6 €50.5 2011 2012 EBITDA 2013 Quirón case study film Watch at http://review. doughtyhanson.com/quiron Our portfolio companies Doughty Hanson advocates greater transparency in the private equity industry and voluntarily complies with the Walker Guidelines issued in 2007. We recognise the importance of open communication with all of our stakeholders and include a review of each of our portfolio companies in the pages that follow. 20 OUR PORTFOLIO COMPANIES ASCO ASCO Group is one of the largest global providers of logistics services to the oil and gas industry. 21 OUR PORTFOLIO COMPANIES ASCO Headquartered in Aberdeen, Scotland, the company employs more than 2,200 people worldwide and has operations in 35 locations in 16 countries including in the strategic markets of Australia, Canada, Trinidad, Tanzania and Norway. ASCO has three primary service lines. Its oilfield logistics division coordinates the supply of a variety of goods, both offshore and onshore, via sea, air and road. ASCO also provides waste management services, including industrial cleaning and advisory services. The company is also involved in specialist international logistics and freight management. ASCO operates through four regional business lines and eight specialist businesses, all set up or acquired to support the regional businesses. ASCO Europe is the group’s most established operation. In the UK, ASCO is the clear market leader and has been operating in the North Sea for more than 45 years. The company is also the second-largest operator in the Norwegian market, where it has doubled its market share since 2008. ASCO America’s business has operations in the US, Canada and the Caribbean and is well placed to support customers’ onshore and offshore needs, particularly in the Albertan oil sands. Three recent acquisitions in Canada have expanded both ASCO’s geographical presence and its product offering. £716m TURNOVER (2014) 2,268 NUMBER OF EMPLOYEES ASCO Australasia operates from Perth, Australia, and has offices in Brisbane and Darwin from which it supports significant growth across the country. In 2014 ASCO acquired Perth-based Bonnie Rock Transport (BRT), a transport and logistics business that specialises in the oil and gas industry. BRT has a strong position in Western Australia and is the largest of six acquisitions made by ASCO under Doughty Hanson’s ownership. The business has been integrated with ASCO’s existing Australian operation and has already won two significant new contracts with ASCO customers from other parts of the world. ASCO’s Middle East and Africa business supports clients in the Caspian Sea, the Middle East and Africa. In 2013, ASCO won a threeyear $100m supply base contract for a consortium of BG, Statoil, Petrobras and Ophir. The contract is ASCO’s largest in the region, giving the company an established presence in East Africa and a platform from which to further grow the business. ASCO’s global infrastructure allows the company to offer an integrated service to its global customer base, which includes major oil and gas companies and oilfield service providers such as BP, ExxonMobil, Shell, Chevron and ConocoPhillips, many of whom have worked with ASCO for many decades. The business generates strong recurrent revenues and operates on multi-year contracts, giving ASCO a strong position to lead consolidation in the industry. Strong global growth means ASCO’s North Sea operations now account for less than 50% of EBITDA, down from twothirds at the time of Doughty Hanson’s acquisition. At the end of 2014, the company appointed Alan Brown as CEO. Prior to joining ASCO, Alan was CEO of Rentokil Initial for five years and had spent 25 years at Unilever. He joins a strong and well-established management team with a track record of expanding organically and via M&A activity. Strong health, safety and environmental (HSE) performance is a key requirement of ASCO’s customers and a prerequisite for inclusion within business tenders. The company takes its HSE obligations extremely seriously and has adopted the formal structures necessary to monitor, measure and enhance HSE performance across the business. In 2014, ASCO continued to improve its safety statistics with a 50% drop in both the total recordable case frequency (TRCF) and the lost time injury frequency rate (LTIF). This was despite a 16% increase in the number of hours worked during the year. The company continues to measure its carbon footprint and better data is being collected year on year from across the group. Notable safety milestones were achieved around ASCO’s operations: the freight management team in Scotland achieved 14 years’ lost time incident (LTI) free, while in Azerbaijan ASCO reached more than three million personnel-hours LTI free. ASCO GROUP LIMITED Regent Centre Regent Road Aberdeen AB11 5NS UK www.ascoworld.com INVESTOR Fund V MANAGEMENT – Alan Brown, CEO – Mark Walker, CFO DOUGHTY HANSON TEAM – Philos Carnio – John Gemmell – Julian Huxtable 22 OUR PORTFOLIO COMPANIES BALTA Balta is a leading European manufacturer of wall-to-wall carpets and rugs. 23 OUR PORTFOLIO COMPANIES BALTA It is a global market leader in mechanically woven rugs, the European market leader in wall-to-wall carpets and a leading European player in carpet tiles. The company operates manufacturing facilities in Belgium and Turkey and a warehouse in the US which serves the North American market. Balta was founded in 1964 by the Balcaen family, who significantly reinvested when Doughty Hanson acquired the business in 2004. Since 2004, Doughty Hanson has provided ongoing support to the company to increase production efficiency, reduce working capital, improve health and safety and grow profitability. Most recently, Doughty Hanson’s value enhancement group has provided support to the company as part of a two-year, €25m investment programme focused on Balta’s production facility in Turkey. Approximately one-third of Balta’s total rugs production capacity is now located in Turkey, supporting further growth outside Europe and in particular in the US. Doughty Hanson has also actively worked with the company to shape its business portfolio. In 2010, Balta acquired family-owned Domo Group to further consolidate the European broadloom market, increase its geographical exposure to Eastern Europe and gain access to the commercial tiles market. Since 2010, the commercial tiles business has grown significantly and now contributes around 15% of Balta’s EBITDA. In addition, a number of non-core activities have been divested. In 2007, Balta sold its non-core wall-covering activities. The industrial yarn activities (Exelto yarns) were restructured in 2012. In 2013, Balta sold its 50% interest in laminate joint venture Trinterio and sold its staple fibre activities (Exelto Staple Fiber). Balta’s remaining operations consist of complementary, market-leading soft-flooring businesses including broadloom carpet (#1 in Europe), rugs (#1 in Europe) and carpet tiles (#3 in Europe). The continued economic recovery and, in particular, an increase in consumer confidence in the UK and US during 2014 helped Balta to capitalise on its market-leading positions and increase revenues in both of those key markets. Although the rest of Europe remains more sluggish, Balta is well placed to benefit when these markets improve. Balta has implemented a wide range of sustainability initiatives, including the adoption of international standards of good practice relating to environmental management (ISO 14001) and health and safety management (OHSAS 18001). Roof-mounted solar panels installed at Balta’s factories in Belgium are the largest solar project in the Benelux region. It generates income, provides energy-efficiency cost savings and saves the equivalent of 4,750 metric tons of CO2. The company also actively focuses on the development of sustainable products. It launched a new “green” product range in 2012 and is developing a new floor covering made from 36% recyclable-reuseable ingredients. Health and safety is a priority for Balta and ongoing efforts in this area have resulted in the reduction of the accident frequency and severity rate. The frequency rate has dropped by 25% and the severity rate by 50% between 2010 and 2014, saving Balta an estimated €2.5m. Health and safety performance data continues to show that Balta performs better than the sector average. €520m TURNOVER (2014) BALTA GROUP Wakkensteenweg 2 8710 Sint Baafs Vijve Belgium www.baltagroup.com INVESTOR Fund IV 3,127 NUMBER OF EMPLOYEES MANAGEMENT – Hendrik Deruyck, CEO – Carl Verstraelen, CFO DOUGHTY HANSON TEAM – John Gemmell – Julian Huxtable – Julien Millet 24 OUR PORTFOLIO COMPANIES EUROFIBER Eurofiber owns and operates the largest independent fibre-optic network in the Netherlands. 25 OUR PORTFOLIO COMPANIES EUROFIBER Eurofiber was founded in 2000 following the liberalisation of the telecommunications market in the Netherlands. It is now the owner of the largest independent fibre-optic network in the country and also has a smaller, fast-growing operation in Belgium. Eurofiber targets the enterprise market and provides the core infrastructure only: telecom providers, system integrators and service providers deliver their services to end users over Eurofiber’s network. In addition, Eurofiber delivers directly to larger businesses, public authorities and utility companies that require high-speed, reliable and high-bandwidth connectivity. The long-term nature of its revenue base (contracts range from three to 30 years in length) means that Eurofiber has a high level of recurring revenues and strong earnings visibility. Eurofiber has completed two acquisitions since Doughty Hanson acquired the business from its family owners in 2012. In 2013, Eurofiber acquired UNET, the owner and operator of a 573km regional fibre network, and Isilinx, the owner and operator of a 465km network in the southern Netherlands. Both acquisitions were from family owners and added a total of 1,500 new connections. With support from Doughty Hanson’s value enhancement team, both acquisitions have also generated synergies and management continues to selectively explore further add-on opportunities across the Benelux countries. Thanks to these acquisitions and Eurofiber’s continued fibre deployment programme, the business now operates more than 10,000km of fibre across over 10,000 customer locations and more than 500 business parks – up from 7,500km and 4,500 unique locations at the time of Doughty Hanson’s acquisition. During the same period, Eurofiber’s market share in the Netherlands has increased from less than 20% to more than 25%. Demand for Eurofiber’s services is expected to continue to grow over the coming years as the Dutch market continues to transition from an infrastructure based on copper or COAX3 cable, which offers lower bandwidth and reliability, to faster and higher-bandwidth fibre-based connections. Mobile data traffic has doubled since Doughty Hanson acquired Eurofiber and is forecast to triple again by 2018. This increase in mobile data is pushing mobile operators to connect more of their towers with fibre, allowing them to access the huge bandwidth offered by the technology. In 2014, Eurofiber started working with Tele2, the fourth mobile provider in the Netherlands, and is also connecting towers for three other mobile operators in the country. Eurofiber, which already carries 50% of Dutch mobile traffic over its network, expects to connect more than 3,300 towers over the next three years. Although Eurofiber is one of only two players actively deploying new fibre on any scale, its network already has sufficient nationwide coverage to target the majority of potential new customers and win significant nationwide contracts. The Doughty Hanson team has been actively involved in pricing strategies, exploration of new sales channels and implementing a system of key performance indicators. Doughty Hanson is supporting Eurofiber with a number of its environmental, social and governance (ESG) initiatives. Eurofiber achieved ISO 14001 environmental certification for its data centre in Utrecht in 2013 and this was successfully re-audited in 2014. The company is working towards gaining the same certification for its fibre operations throughout the Netherlands by the end of 2016. Eurofiber has a strong health and safety programme in place to ensure that its employees and sub-contractors work according to the highest safety standards. All sub-contractors are required to demonstrate compliance with Dutch safety regulations and are audited by Eurofiber. No accidents or fatalities occurred during 2014. €129m TURNOVER (2014) EUROFIBER Safariweg 25–31 3605 MA Maarssen Postbus 7072 3502 KB Utrecht The Netherlands www.eurofiber.com 198 NUMBER OF EMPLOYEES INVESTOR Fund V MANAGEMENT – Alex Goldblum, CEO – Bart Oskam, COO – Jaap Truijens, CFO DOUGHTY HANSON TEAM – Francisco Churtichaga – Pascal Keutgens – Michal Lange – Alex Moss 26 OUR PORTFOLIO COMPANIES KP1 KP1 is a leading supplier of prefabricated concrete products to the French market. 27 OUR PORTFOLIO COMPANIES KP1 Founded in 1959, KP1 was created in its current form in 1993 through the merger of two privately owned companies that were major players in the French prefabricated concrete industry. Headquartered in France, KP1 operates 22 manufacturing facilities (20 in France and two in Poland) and 14 sales and engineering offices (13 in France and one in Tunisia). The company is a market leader in France with an overall market share in excess of 40%, and has built up leadership positions in most sub-segments of the building industry. KP1 has a balanced portfolio of products targeting different construction markets, including individual housing, multi-dwelling units and non-residential construction. The company’s activities are structured around four main business units. Three of these focus on the engineering, production and commercialisation of products for the housing and industrial building industries. These include products for the individual housing market, products for industrial buildings and bespoke products for residential and commercial markets. The fourth business unit involves the group’s international activities, which are principally focused in Poland. Doughty Hanson’s value enhancement team has been working with KP1’s management to implement cost-cutting measures to preserve margins and generate cash in what has been a difficult environment, while also maintaining the company’s manufacturing footprint in anticipation of a market rebound. In 2014, Doughty Hanson refinanced KP1 with a “unitranche” facility. This provides the company with much greater flexibility, in particular the ability to use its cashflow to either pay down debt or invest in the business, allowing KP1 to better respond to changes in demand for its products. KP1 has embraced sustainable business practices and is working hard to enhance health and safety and address environmental issues both within its operations and in respect of its products and services. KP1 is at the forefront of developing a suite of innovative lightweight and energy-efficient products. The lightweight products facilitate on-site installation and handling, enabling better working conditions for builders and reduced concrete consumption. KP1’s award-winning Milliwatt Ôbox heated floor captures the heat arising from shower wastewater and re-uses it to reduce the energy demand for hot-water production. The company’s energy-efficient products improve the insulation of buildings and lead to a significant reduction in energy waste. Sales of these insulation materials are expected to grow strongly, due to additional regulations in the construction sector following global efforts to reduce energy consumption. KP1 successfully installed two large photovoltaic power plants in 2011, the largest of their type in France, contributing to reduced energy costs and a lower carbon footprint. Further projects are planned. In 2014, additional investments were made at production plants across the business to enhance wastewater storage and treatment practices, and contribute to a further improvement in local water quality at the locations in which the company operates. During the year, KP1 further reduced its carbon footprint – cutting 1,436 metric tons of CO2 compared with 2013. All of KP1’s concrete recipes were subject to a thorough review, reducing cement consumption where possible. The business also recycled or re-used almost 50,000 metric tons of waste and 25,000m3 of water during 2014. €258m TURNOVER (2014) KP1 M.I.N. – Bâtiment D 135, Avenue Pierre Semard 84 000 Avignon France www.kp1.fr 1,399 NUMBER OF EMPLOYEES INVESTOR Fund IV MANAGEMENT – Jean-François Trontin, President – Bart Deman, CEO – Pierre Diesler, CFO DOUGHTY HANSON TEAM – Pascal Keutgens – Julien Millet 28 OUR PORTFOLIO COMPANIES LM WIND POWER LM Wind Power is one of the world’s leading suppliers of windturbine blades. 29 OUR PORTFOLIO COMPANIES LM WIND POWER With production, sales and service facilities in 23 locations in 12 countries, LM Wind Power is one of the world’s leading manufacturers of wind-turbine blades and the technology leader. The group is the only independent blade manufacturer with truly global operations and local presence in all major markets. This global reach ensures close contact with international customers and enables the group to minimise transport and logistics costs, and shorten delivery times. The global wind market experienced doubledigit growth in 2014, following contraction in 2013, and the market is expected to continue this positive momentum. LM Wind Power benefits from strong fundamental demand drivers in the medium and long term. This includes global long-term commitments to using renewable energy sources to meet an increase in energy demand and a reduction in fossil-fuel emission targets. As the wind market has matured, the cost of wind energy production has declined rapidly. This allows wind to compete with traditional fuel sources without government subsidy in certain locations. The process of industrialisation is also expected to lead to even greater outsourcing of blade manufacture by OEMs which will benefit the business. LM Wind Power’s global footprint and technology leadership make it well positioned to meet increased demand from global customers such as GE, Gamesa, Alstom and Goldwind. In addition, there is strong growth forecast in specific areas such as offshore and emerging markets, which LM Wind Power is well placed to benefit from. For example, the business’s most recent plant, opened in Brazil at the end of 2013, is now up and running and is sold out until the end of 2015. €588m TURNOVER (2014) 4,952 NUMBER OF EMPLOYEES The company continues to focus on cost savings, manufacturing efficiencies and cash generation. It is targeting additional savings of at least €15m from new procurement and design cost initiatives. This is on top of more than €100m of cost savings generated over the previous four years across procurement, overheads, factory efficiency and product cost reduction. LM Wind Power has also installed and tested a new manufacturing process at one of its US plants. This is generating up to almost twice the normal output per mould and, when rolled out across the business, will have a positive impact on both costs and capital expenditure. The group’s best-in-class research and development capabilities and production capacity are at the forefront of LM Wind Power maintaining its market-leading position. The company has a long track record of product innovation and now has an 88-metre blade in development. In 2014, LM Wind Power strengthened its management team with the appointment of Nick Smith as CFO. Nick has previously worked at three other Doughty Hanson companies, including French battery manufacturer and Fund IV investment Saft. The business also issued an innovative five-year Nordic bond and revolving credit facility, providing it with a flexible and secure source of financing. LM Wind Power has particularly strong environmental credentials. Operationally, the carbon footprint of the group’s manufacturing activities continues to be measured and reduced as a result of initiatives to better manage energy use, water consumption and waste generation. The business has committed to obtaining global certification of its integrated health, safety and environmental management system. All offices and manufacturing sites apart from the new Brazil facility are already certified to ISO 9001 and all but three locations are certified to ISO 14001 and OHSAS 18001 standards. LM Wind Power plans to certify these locations in the first half of 2015. In 2014, the group exceeded its waste reduction target with an actual waste saving of €4.3m. To date, improved waste management has resulted in efficiencies worth more than €20m of EBITDA across the group. In addition, there was a further significant reduction in the Lost Time Accident rate (measuring LTAs per million work hours). In 2014 this fell to 2.0 from 2.7 in 2013 and compares very favourably with similar manufacturing industries. Efforts to reduce incidents and improve health and safety across the group over recent years are estimated to have saved more than €2m. LM WIND POWER Jupitervej 6 DK-6000 Kolding Denmark www.lmwindpower.com INVESTOR Fund III, V MANAGEMENT – Leo Schot, CEO – Nick Smith, CFO DOUGHTY HANSON TEAM – Adam Black – Chris Harwood – Jon Higginson – John Leahy – Daniel Linnergren-Fleck – Alex Moss 30 OUR PORTFOLIO COMPANIES TMF GROUP TMF Group is a leading global provider of high value business services to clients operating and investing globally. 31 OUR PORTFOLIO COMPANIES TMF GROUP TMF Group has grown substantially since it was founded in 1988, driven by a combination of strong organic growth and more than 60 acquisitions, including 19 since Doughty Hanson acquired the business in October 2008. In January 2011, Doughty Hanson acquired Equity Trust, a global provider of non-advisory fiduciary and administrative services to multinational clients, financial institutions, intermediaries and high-net-worth individuals. After securing regulatory approvals in numerous jurisdictions, TMF and Equity Trust merged in June 2011 to create TMF Group, a leading provider of outsourced back-office and administrative services. The merger has delivered significant cost synergies and generated cross-selling opportunities to support organic growth. Historically, the majority of TMF Group’s revenues have been generated in Europe, where the company has a long-established, strongly competitive position. Through a combination of new greenfield sites and acquisitions, TMF Group has also developed a presence in Asia, Latin America and the Middle East. These regions continue to grow strongly and complement the resilient revenue generated in TMF Group’s more mature regions, such as Western Europe. In 2014, TMF Group made four acquisitions, including one in South Africa and two in Asia. It purchased the remaining 49% of Custom House Global Fund Services, a fund administrator based in Ireland, to become the sole owner. It also acquired GMG Trust Company, a South African trust administration business, to become one of the largest providers of fiduciary services in South Africa. TMF Group’s two Asian acquisitions, Tass Axia and KCS, have significantly increased the company’s presence in Asia and means the region now accounts for nearly 20% of global revenues. Tass Axia is one of the largest payroll solution providers in Indonesia while KCS operates from nine countries across South East Asia. Merging KCS with TMF Group’s existing Asian business has generated significant synergies and establishes the company as a clear leader in the region, particularly in the key outsourcing markets of China and Singapore. As part of its ongoing growth strategy, TMF Group will continue to pursue strategically accretive acquisitions and plans to make further follow-ons in 2015 to increase the proportion of revenues it generates outside of Europe, particularly in high-growth countries. In 2014, Doughty Hanson continued to work with management on a range of workstreams, including the implementation of a group-wide sales strategy, the recruitment of a centralised sales team to win new clients and enhance cross-selling, new on-boarding processes and new time and billing practices. These initiatives are expected to generate substantial organic growth from 2015 onwards. Additionally, shared service centres have been developed to standardise systems and processes. TMF Group focuses on providing highly specialised and business-critical financial, legal and human resource administrative services that enable clients to operate their corporate structures, finance vehicles and investment funds in different geographical locations. TMF Group also helps its clients in new markets with compliance issues and regulatory regimes where they have insufficient experience. The company now operates more than 120 offices in over 80 jurisdictions across the Americas, Asia Pacific, Europe and the Middle East and provides services to more than 35,000 client entities. TMF Group’s sustainability agenda is embedded within its corporate strategy. The company’s focus in this area encompasses environmental impacts, strong workforce relations, providing fair employment and pay, and working against corruption in all forms. TMF Group has established a dedicated team to develop and implement sustainability policies and to establish appropriate and quantifiable environmental, social and governance performance targets for the business. All staff are bound by TMF Group’s anticorruption and anti-bribery policy. Everyone is given formal training on the policy, and business units are audited for corruption risks as part of standard internal audits, as well as statutory external audits. €373m TURNOVER (2013)* TMF GROUP Herikerbergweg 238 1101 CM Amsterdam Zuidoost The Netherlands www.tmf-group.com INVESTOR Fund V 5,447 NUMBER OF EMPLOYEES TMF Group is committed to measuring and managing its environmental impact through direct and indirect carbon emissions. At present, the company is only able to accurately track emissions for its IT activities, the impact of which increased by just 5% during 2014 despite a 15% jump in headcount and associated equipment. MANAGEMENT – Frederik van Tuyll, Interim CEO – Gordon Stuart, CFO DOUGHTY HANSON TEAM – Matt Appleton – Mike Brown – Francisco Churtichaga – Chris Harwood – Jon Higginson – Michal Lange – John Leahy *For regulatory reasons we are unable to disclose TMF Group’s 2014 revenue 32 OUR PORTFOLIO COMPANIES TV3 TV3 is a leading digital multimedia group operating in the Republic of Ireland. 33 OUR PORTFOLIO COMPANIES TV3 Launched in September 1998, TV3 is the second most viewed channel in Ireland after the government-owned station RTÉ One. The channel reaches 98% of the Irish televisionowning population. Targeting the important 15- to 44-year-old demographic, TV3 differentiates itself from non-terrestrial channels through an emphasis on Irish programming and a broad range of home-produced content. This level of home-produced content has increased from 20% to 40% under Doughty Hanson’s ownership and complements a successful schedule that includes premium sport (including the UEFA Champions League and the Rugby World Cup) and other highly rated content. TV3 developed a multi-channel offering following its acquisition of Channel 6 in 2008. The station was rebranded as 3e at the start of 2009 and has subsequently grown to become Ireland’s number-one digital channel, overtaking E4 and Sky 1. TV3’s successful video-on-demand service, 3player, which launched in 2011, is now distributed on a number of platforms including UPC, Sky and the ROKU platform in the US. The majority of TV3’s revenues are derived from advertising during commercial breaks in programming, sponsorship and promotions, as well as certain programming and interactive applications. The economic climate in Ireland is showing strong signs of recovery, and in 2014 GDP grew by 4.7% following a number of challenging years, particularly between 2008 and 2011 when GDP dropped by 10%. The advertising market is hyper-cyclical, which led to peak-to-trough market falls of almost 50% during the recession. Throughout this difficult period, TV3 has remained profitable and cash-generative. It has been able to increase its EBITDA every year since 2009 and is well positioned to benefit from the ongoing recovery in Ireland. The more favourable economic conditions in 2014 had a positive impact on TV3, enabling the business to lift EBITDA by 30%. Media agencies are forecasting further growth in 2015, buoyed by consumer confidence in Ireland hitting a nine-year high. TV3 is also well placed to benefit from changes to the Irish television market. In 2011, a binding Competition Authority agreement required RTÉ to abolish certain marketdistorting pricing practices. In 2013, the Broadcasting Authority of Ireland (BAI) published its five-year review into RTÉ’s funding and recommended a new system of funding for public-service broadcasters. TV3 continues to work closely with the Irish government and the BAI to push for policy reform and ensure a commercially functioning market that allows independent operators to prosper. During 2014, TV3 continued to focus on audience growth, home production and digital media. At acquisition, TV3 had a similar share to RTÉ Two – its closest comparable channel – but is now attracting an adult audience share 43% higher than that of RTÉ Two, despite RTÉ Two showing the FIFA World Cup during 2014. TV3 is a leading digital multimedia group in Ireland and has a dedicated e-commerce team, driving online engagement among its key 15- to 44-year-old demographic and creating additional revenue streams. TV3.ie has developed into the fastest-growing website in Ireland, and is currently receiving 3.5 million page views per month. TV3 launched its first timeshift channel (TV3+1) in December 2014 and is planning the launch of TV3 HD during 2015. TV3 has also invested in new facilities, with the construction of Ireland’s first major highdefinition studio and a partnership with Sony to complete the fit-out. The €5m facility is enabling TV3 to position itself as a leading English-language content producer. During 2014, TV3 collaborated with leading Irish and international producers on a number of formats, and the company has successfully sold content to more than 50 countries. €56m TURNOVER (2014) TV3 TELEVISION NETWORK LIMITED Westgate Business Park Ballymount Dublin 24 Ireland www.tv3.ie 265 NUMBER OF EMPLOYEES In 2014, TV3 continued to focus on environmental and safety performance with initiatives to cut waste and improve energy efficiency. No recyclable waste has been sent to landfill since September 2011 and the amount of total waste sent to incinerators dropped to 44%, down from 50% in 2013. TV3 continues to conduct health and safety audits and monitor accident statistics. Once again, there were no major health and safety incidents during the year. INVESTOR Fund IV MANAGEMENT – David McRedmond, CEO – Aodha O’Connor, CFO DOUGHTY HANSON TEAM – Christopher Fielding – John Leahy – Daniel Linnergren-Fleck 34 OUR PORTFOLIO COMPANIES ZOBELE GROUP Zobele Group is a leading global supplier of air-care and insecticide devices. 35 OUR PORTFOLIO COMPANIES ZOBELE GROUP Zobele is one of the world’s leading manufacturers of electric air fresheners and domestic insecticide products. Based in Italy, the company was founded by Enrico Zobele Sr in 1919. During the early years, Zobele’s main activity was the manufacture of flypaper, but the group expanded its product lines over the second half of the 20th century to include mosquito products and plug-in and portable vaporisers. It has a 50% share of the electric air freshener market globally and a quarter of the domestic insecticide market. Following recent product diversification initiatives, the company also manufactures electrical dispensers for home, health and personal-care products. Every day, almost three million units produced by Zobele are purchased around the world. Zobele’s sales are geographically well diversified: nearly half come from the Americas, 40% from Europe and the remainder from Asia and emerging markets. In addition to a plant in Italy, Zobele has low-cost manufacturing operations in China, Mexico, Bulgaria, India and Brazil. Zobele has four product design and development facilities located alongside major plants, and two “Innovations Hubs” – in Spain and Singapore. These help its customers to launch new products onto the market and leverage Zobele’s innovation capabilities, customer relationships and global footprint. Zobele works with most of the global fastmoving consumer goods companies, developing and manufacturing new products to be distributed worldwide under the customers’ brands. Strategic customers include Reckitt Benckiser, Procter & Gamble and Henkel. In 2014, Zobele continued to diversify its revenues across categories, customers and geographies – albeit with a greater emphasis on higher-end products. Following strong sales growth since 2009 – up more than 10% annually through to 2013 – Zobele is focusing on growing the business more selectively and improving profitability. Thanks to local development and manufacturing capabilities in Brazil and South East Asia, Zobele is able to support its global customers who are looking to grow in these markets. Leveraging Zobele’s innovation and R&D capabilities in dispensing devices, the company’s new products in home, health, and personal-care categories are forecast to generate substantial sales growth in 2015. The company also continues to drive operational excellence and improve organisational effectiveness. The Zobele Production System, which adopts leanmanufacturing techniques to improve operational efficiency, has now been deployed across all sites, strengthening Zobele’s cost leadership position. During the year, all Zobele manufacturing plants worked on initiatives to further reduce environmental impact, enhance social responsibility and improve health and safety performance. All locations now measure their carbon footprint and focus on opportunities to improve energy efficiency. Since starting to measure carbon, in 2011, the company has saved some 1,743 metric tons of CO2 from being emitted into the atmosphere. All locations also focus on water consumption and conservation, reducing the total volume of water used by the company by more than 60,000m3 during 2014. All locations now record incidents and near misses and the total accident frequency rate – measured as the number of workplace accidents per million hours worked – has fallen from 88 in 2012 to just 11 in 2014. Zobele’s operations in China continue to subscribe to the Shenzen Carbon Reduction Project, a municipal initiative aimed at reducing carbon emissions over the next two years. Solar panels and ground source heat pumps have been installed at the worker dormitories to ensure all hot water and heating is provided by clean energy sources. €332m TURNOVER (2013)* ZOBELE GROUP Via Fersina, 4 38123 Trento Italy www.zobele.com INVESTOR Fund IV 4,482 NUMBER OF EMPLOYEES MANAGEMENT – Enrico Zobele, Chairman – Roberto Schianchi, CEO – Christopher Wood, CFO DOUGHTY HANSON TEAM – Alessandro Baroni – Francisco Churtichaga – Chris Harwood – John Leahy – Julien Millet *For regulatory reasons we are unable to disclose Zobele’s 2014 revenue 36 RESPONSIBLE INVESTING SOCIAL INVESTMENT BRIDGES VENTURES Doughty Hanson has been a longstanding supporter of Bridges Ventures, a privately owned venture-capital company that funds businesses and invests in assets that generate strong social or environmental returns. For more than a decade, Bridges has been raising money from the private sector to invest in deprived areas, delivering financial returns for its investors in the process. It operates three fund platforms: venture funds that invest in ambitious businesses in the most deprived parts of England; property funds that invest in properties in regeneration areas and environmentally sustainable buildings; and a social entrepreneurs fund, which targets fast-growing social enterprises that are looking to scale up. In 2014, Bridges made the decision to expand into the US and will attempt to raise a US-focused fund in 2015. Doughty Hanson has invested in all three of Bridges’ venture funds, the third of which achieved a final close in late 2013 with equity commitments totalling £125m – up substantially on Bridges’ second £75m fund. The fund provides growth capital to small and medium-sized businesses in sectors where the underlying social or environmental needs create the opportunity for both commercial returns and positive impacts. In 2014, one of Fund III’s investments, low-cost health club chain The Gym, was named on the Sunday Times Virgin Fast Track 100, a list of the UK’s fastest-growing companies, for a third successive year. A member of the Doughty Hanson team sits on the Board of Directors of Bridges Ventures. The Bridges Social Impact Bond Fund, launched in 2013 in partnership with Big Society Capital, initially attracted investment of £14m. During 2014, the fund increased its commitments to £25m following investments from the banking and pension fund sectors. The fund will invest in charities and social enterprises to deliver programmes designed to improve social outcomes in areas such as education, employment, housing and care for vulnerable young people. 37 RESPONSIBLE INVESTING ESG POLICY AND INITIATIVES EVPA Doughty Hanson supports the European Venture Philanthropy Association (EVPA), a non-profit association established in 2004 to promote venture philanthropy across Europe. EVPA currently has more than 180 members from 25 countries, including venture philanthropy funds, grant-making foundations, private equity firms, professional services firms, philanthropy advisers and business schools. Although the majority of EVPA members are from Europe, the organisation also has members in Turkey, the UAE and Asia. EVPA members apply venture-capital business models to the non-profit and charitable sectors. By combining financial contributions with advisory services such as strategic planning, marketing, executive coaching and access to other networks, venture philanthropists seek to increase the social impact of the funds they donate. EVPA has two main aims: to support its members in carrying out their venture philanthropy activities; and to promote venture philanthropy throughout Europe. Its activities include conferences and events, country seminars, research projects on venture philanthropy activity in Europe and working groups exploring key issues for venture philanthropists. EVPA also provides training workshops and peer-learning events for its members. EVPA’s 2014 conference, the tenth since the organisation was founded, brought together more than 500 attendees – social investors, venture philanthropists, academics and other supporting organisations – from across Europe and around the world. An EVPA survey on venture philanthropy and social investment carried out in 2013 and 2014 showed that more than €5bn has been invested in such initiatives since the organisation was created in 2004. Please visit www.bridgesventures.com for more information on Bridges Ventures Please visit www.evpa.eu.com for more information on EVPA Doughty Hanson has long recognised that environmental, social and governance (ESG) issues can have a significant impact on private equity investment, in terms of raising funds, making investments and creating value in each portfolio company. These issues are integral to our business, both our own operations and those of our portfolio companies. We believe firms with an environmentally sustainable and socially responsible way of operating significantly de-risk their business model and, therefore, achieve greater cost efficiencies and profitability, leading to higher valuations. Doughty Hanson’s longstanding commitment to ESG has been recognised by awards from the European Private Equity and Venture Capital Association (EVCA) in 2008, and the British Private Equity and Venture Capital Association (BVCA) in both 2011 and 2013. In June 2007, Doughty Hanson became the first private equity signatory to the United Nations Principles for Responsible Investment (PRI) in Europe. As part of the firm’s commitment to the PRI, Doughty Hanson has been actively involved in the creation of the PRI document “Responsible Investment in Private Equity: A Guide for Limited Partners”. A member of the Doughty Hanson team sits on the PRI’s Private Equity Steering Committee, which promotes greater awareness of the role of responsible investment within the private equity asset class, and as a firm we remain close to and actively involved with the PRI. Separately, our Head of Sustainability, Adam Black, appointed in 2008, sits on the BVCA Responsible Investment Advisory Committee and the EVCA Responsible Investment Roundtable. In developing our latest ESG policy, we have given consideration to a range of codes and standards, including the PRI, the United Nations Global Compact, the requirements of our Anti-Bribery and Corruption Policy, and the expertise gained from implementing our original ESG policy in 2009. OUR ESG POLICY STATEMENT The Doughty Hanson team will, to the best of our ability: - Comply with relevant regulations governing the protection of human rights, occupational health and safety, the environment, and the labour and business practices of the jurisdictions in which we conduct business. - Adhere to the highest standards of conduct intended to avoid even the appearance of negligent, unfair or corrupt business practices. - Regard implementation of our ESG engagement activities as an integral part of how we do business. - Appoint a Head of Sustainability and provide for the assignment of and accountability for ESG responsibilities to senior managers at companies we control. - Instruct Doughty Hanson investment professionals in the identification and management of ESG risks and opportunities, and provide them with appropriate support. - Identify ESG risks and opportunities prior to the acquisition of portfolio companies, and manage ESG risks and opportunities following acquisition. - Establish appropriate ESG policies and practices for portfolio companies we own comparable to standards adopted by Doughty Hanson, and encourage the disclosure of ESG matters for public review. - Recognise that our ESG activities are of an ongoing nature and encourage continual improvement in ESG performance at the portfolio companies we own. - Distribute this policy to all Doughty Hanson employees and appropriate employees of portfolio companies we own. - Encourage dialogue on how we can accommodate ESG issues in a way that is consistent with our Limited Partners and other stakeholders’ initiatives in these areas. Our Head of Sustainability will review the policy’s effectiveness and implementation on a regular basis, and will report relevant findings, progress and recommendations to Doughty Hanson’s Management Group. Please visit www.unpri.org for more information on the PRI 38 RESPONSIBLE INVESTING CHARITABLE INITIATIVES Now in its 15th year, the Doughty Hanson Charitable Foundation has supported more than 275 different charities and causes, with donations totalling over £2.8m. The Foundation is run by a committee of six members of staff that evaluates causes and projects to be supported and oversees the disbursement of funds. Many of the charities we have supported have received multiple donations including a core group that we support every year. The focus of the Foundation’s work has continued to be the support of smaller charities where specific projects have been identified, often requiring capital expenditure. We encourage applications to be made by investors, business partners and portfolio companies. The Foundation also matches amounts raised in sponsorship by employees. In 2014, the Foundation supported 40 causes and charities. While the UK is the main focus, we endeavour to offer support in the aftermath of worldwide disasters. We aim to distribute our funds across six categories. In 2014, 23% of our donations went to children’s charities, 14% to disability, 8% to elderly, 9% to homeless, 21% to medical and the remainder to social, cultural and environmental causes. 39 RESPONSIBLE INVESTING CHARITABLE INITIATIVES The organisations receiving financial support during the year included the following six. BRAINWAVE Brainwave supports children with brain injuries, genetic conditions or developmental delay. The charity receives no government funding, relying totally on voluntary contributions. The Foundation has supported Brainwave for over a decade; this year, donations helped the charity to repair and maintain the hydrotherapy pool installed last year for children with physical disabilities. CANINE PARTNERS Canine Partners aims to transform the lives of people with disabilities enabling them to lead more independent lives by providing them with highly trained assistance dogs. These dogs help their partner with basic everyday tasks and mean that the person can continue to live independently. Canine Partners also works closely with The Not Forgotten Association, to whom we also donate, Royal British Legion and Help for Heroes, to assist individuals disabled while serving in the forces. This year, the Foundation’s contribution is being used to pay for the next phase of a new puppy’s training. Trainer Stephen Rigby with Windsor, one of the dogs trained by Canine Partners using funds donated by Doughty Hanson 40 CHARITIES AND CAUSES SUPPORTED IN 2014 For more information on these charities, please see: brainwave.org.uk caninepartners.org.uk cardinalhumecentre.org.uk elizabethfinncare.org.uk switchback.org.uk snowdontrust.org £2.8m TOTAL DONATIONS SINCE 2000 CARDINAL HUME Cardinal Hume specialises in providing homeless young people with the opportunities they need to rebuild their lives. The centre offers a hostel for 16- to 21-year-olds with drug or alcohol dependencies who cannot live in their family home due to neglect or abuse. The hostel runs literacy, numeracy, IT and life skills programmes. The Foundation donates annually, and the most recent project we have supported is flats which have been built as a halfway house for people taken off the streets before going back into society. ELIZABETH FINN CARE Elizabeth Finn Care helps ordinary people in the UK and Ireland who have been overcome by circumstances such as family breakdown, redundancy, injury or physical or mental illness. Potential beneficiaries are thoroughly vetted for suitability and may receive financial support to cover basic living costs, essential household items or even support with claiming benefits to which they are entitled. The Foundation has supported Elizabeth Finn Care for nine years. This year’s donation was to purchase equipment. SWITCHBACK Switchback aims to help 18- to 24-year-old offenders to find sustainable employment after leaving prison. Switchback works with prisoners to train them in prison kitchens and, following release, at the Skylight Café in London’s financial district. The organisation also provides mock interviews and training courses and assists in managing health and housing issues. Typically, 58% of this age group are reimprisoned within a year, but for Switchback trainees, this figure is currently 17%. We have been a supporter of Switchback since it was founded in 2008. THE SNOWDON TRUST The Snowdon Trust awards grants to students with a disability to assist with fees or special equipment they require to enable them to undertake training or study at further and higher education centres. Lord Snowdon set up the scheme in 1981 and in the first year support was provided to six students. The Trust now helps more than 100 students each year and our 2014 donation provided assistance for six students, some needing vital equipment and others the help of support workers. For more information on the activities of the Foundation or to suggest a charity, please contact: [email protected] 40 ADDITIONAL INFORMATION LONDON 45 Pall Mall London SW1Y 5JG United Kingdom Tel +44 20 7663 9300 FRANKFURT Platz der Einheit 2 60327 Frankfurt am Main Germany Tel +49 69 97 12 02 0 LUXEMBOURG 28 Boulevard Royal L-2449 Luxembourg Luxembourg Tel +352 26 27 56 1 MILAN Via dei Bossi 4 Milan 20121 Italy Tel +39 02 806 0681 PARIS 60 Avenue Hoche 75008 Paris France Tel +33 1 56 68 55 15 STOCKHOLM Biblioteksgatan 8 S-111 46 Stockholm Sweden Tel +46 8 54 50 60 30 MADRID C/Serrano, 26 28001 Madrid Spain Tel +34 91 436 4420 This document is prepared by Doughty Hanson & Co Managers Limited, which is authorised and regulated by the UK Financial Conduct Authority. This document is being provided for information purposes only and no part of it may be reproduced, distributed, transmitted or used for any purpose without the prior written consent of Doughty Hanson. The term ‘Doughty Hanson’ shall include, where appropriate, any company in the Doughty Hanson group, including Doughty Hanson Partners LLP. While this information has been prepared in good faith, Doughty Hanson makes no representation or warranty as to its accuracy or completeness and none of Doughty Hanson or its officers, directors, employees or agents accepts any liability arising from the use of this document or its contents or reliance on information contained herein. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, an interest in any private equity fund or any other securities, investments or financial instruments referred to herein. If such offer or solicitation is to be made, it will only be made on the basis of final offering documents and not on the basis of this document or any oral statements or representations made in connection herewith. This document contains information concerning the past performance of various investments but this should not be taken as an indication of the likely future performance of any investments. Doughty Hanson is not providing, and will not provide, any investment advice or recommendation in relation to any private equity fund or any other securities, investments or financial instruments referred to herein.
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