Wendel

Good afternoon or good morning, everyone. Thank you for joining for this nine-month update. I am here in the room with Olivier Hallot and Lucille Roque from our IR team, and Benoit Drillot, our CFO, is also with us. So let's start directly with the key highlights on slide two of the first nine months. Well, we've had, as you know, a lot of things going on. And I will start with the principal investment, that is the portfolio of companies that we have on our balance sheet, where we posted consolidated net sales growth of 8.9% organically. So as you can see, quite a strong performance on these principal investment companies. whilst we've also registered a strong performance on the asset management, which is at the moment only IK Partners that grew their fee-paying assets under management by 19% year-to-date and raised 1.8 billion euros. That's quite an amount for just the first nine months of 2024. Following the announcement of the acquisition of Monroe Capital, Vandel represents now 40 billion of assets managed when we include this transaction that we expect to complete during the first half of 2025. In terms of net asset value, the fully diluted net asset value at the end of September stands at €184.5 per share, which is 13.7% more than at the end of december 2023 our loan to value that we present here pro forma which means that we have adjusted our loan to value to take into account the acquisition of global educate that closed after september 30 as well as the various commitments that we will take with Monroe and the ones that we already have at least part of it with IK Partners and taking it into account the acquisition of Monroe, the loan-to-value ratio is at 18.9%. As we announced on October 22, the acquisition of Monroe, which is really the big event of this quarter, will dramatically expand our asset management platform and and will further rebalance our business model towards more recurring cash flows and growth. So this is a very positive and transformational development for Vendel. Moving on to a little bit of detail on our net asset value, as I said, €184.5 per share as of September 2024. When you divide it, you can see the first bucket of listed assets at 3.8 billion euros, within which Bureau Veritas represents 3.6 billion euros, with a share price shy of 30 euros at the end of September. Very good performance. I will come back to that. Then in terms of unlisted assets, 3.15 billion euros. And on the asset management, 450 million. This is an important point I want to make. This 450 million is only our shareholding in IK Partners. It does not include any sponsor money at the moment. As you know, we will commit sponsor money to IK Partners, but at this point in time, We haven't been called on this sponsor money, so the value that you can see here is solely our 51% shareholding in IK. We have a very large pile of cash available on the balance sheet of around 3 billion at the end of September, but bear in mind that this was before the acquisition of Globe Educate that closed since then, and this is before the acquisition of Monroe that will take place, as I said, during the first half of 2025. So in terms of net asset value, when you adjust for the bonds outstanding of 2.4 billion and various smaller items, the total net asset value is at 8 billion or €180.3 of net asset value. And again, when you adjust for the full dilution, you're looking at a NAV of €184.5 per share. which is up 13.7% versus the end of last year. But let's break down this growth over the period on page 5 of 26.2 euros per share in terms of fully diluted net asset value. This is actually largely the result of the principal investment with roughly 25 euros within the total. This is driven by the performance of Bureau Veritas share price, plus 34.3% over the period, with only a slight decrease for non-listed assets at 1.2 euros per share. The asset management, which is again only IK partners over the first nine months, has been increasing in terms of value, and this has been driven by the positive evolution of the market multiples that we use to value our shareholding in IK. And this is only over a quarter since the first inclusion of IK partners in our net asset value dates back to the end of June. So plus 1.5 euros on this line. We've had the cash operating cost and net financing results representing a minus 1.2 euros per share. Bear in mind that we have positive carry in there. Given the balance of cash of 3 billion that we currently carry and where we get some very decent yield higher than the average cost of our debt, this has enabled us to take down our own costs that are limited to 1.2 euros per share over the first nine months. We've had some positive impact from the share buybacks over the period. At plus 1.4, this is the accretion related to the cash that we invested to buy back Vandel's shares over the first nine months. So in total, 26.2. When you adjust for the dividend that we paid in May this year, you're looking at a 16.1% increase of net asset value, so 13.7%. unadjusted for dividend. When you reintegrate the dividend, it's 16.1 to 184.5. What has happened in terms of performance at our portfolio companies on page six? It has been quite a strong nine months, actually, with consolidated sales up roughly 15%. But more interestingly, when you look at the organic growth for the period where we exclude any effect related to foreign exchange or scope, the total is at 8.9%. This is largely driven by the very positive performance of Bureau Veritas over the first nine months. I'm sure that you have seen the results that Bureau Veritas announced This week, they have even upgraded their guidance for the second time for 2024. The first nine months have been very positive with 10.5% organic growth. Across the board, when you look at each operating group of Bureau Veritas, there is a strong performance in most of them with double-digit performance and sometimes well above to 10% this first nine months. STAAL has had a more muted performance with minus 0.4%, so I would say stable performance over the first nine months. They've had a good first half. Fair to say that Q3 has been softer and more quiet than previous years. but they are still holding up in terms of organic growth with a slightly negative amount. Scallion, which is consolidated within ourselves, but with one quarter of lag given the different closing period, has registered a minus 2.5% organic growth over the first nine months. I'm sure you have seen that the the market for engineering services and digital services is difficult given the slowdown in terms of large projects and the more difficult conditions that customers are facing. So we are seeing that as well at Scalion, but we have had some very positive contribution in terms of external growth at plus 2.3% with the acquisition of Manarino. that Scallion completed just before summer, as well as smaller acquisitions that were completed over the nine months. And this is really in line with our investment thesis of buying and building up Scallion on a larger scale. CPI, very good momentum there, 8.1% organic growth. Same at ACAMS, 8.6%, but bear in mind that there has been a shift in terms of timing at ACAMS with a conference that took place in 2024 earlier than in 2023. And as you know, ACAMS revenues are pretty sensitive to that because these are big events and this can move the needle from one quarter to another. But despite this calendar effect, which is positive, there is good performance at ACAMS for the first nine months. IK is not consolidated over the full period, as I said, as we only started the consolidation at the end of June. So there's just one quarter of revenues in there, and we are not in a position to comment on the organic growth as it is not to be included in the 8.9% consolidated that you see there. I told you the headline on the first slide, the fee-paying AUMs are up 19%. Fundraising is at 1.8%, so a very, very positive performance, which translates as well in terms of revenues. Now, moving on to the financing and our liquidity on slide 7. At the moment, as I said, we have a very high level of liquidity, $3 billion in cash, supplemented by our committed credit facility, which is fully un-drawn at this stage of 875 million. This is again before the acquisition of Monroe and Global Decade. Monroe is a 1.13 billion transaction for the 75%. So this is yet to come. Global Decade has been closed post-September 30, So this has been a cash outlay of 625 million that you need to take out from this 3 billion. In terms of growth debt, you have the maturity profile on the right hand side of the slide, 2.4 billion in total with the exchangeable bond of Bureau Veritas being the earlier for 750 million, then 210 million in 2026 and the rest pretty well spread across the line in the next few years. Our cost is pretty low actually at 2.4% in terms of average coupon and you can see in there that we have pretty cheap financing and a very high level of liquidity over the long term with 3.9 years in total and as I said our cost of debt compares very favorably to the return that we've been able to make on our cash since the beginning of the year, which stands at 4%. The loan-to-value ratio, again, we present it for information purposes adjusted for the upcoming acquisitions, Monroe and for the acquisition that completed, which is Global Decade. It's at 18.9. If we strip out those two big events, Obviously, we are in a net cash position at minus 6.8%, but we felt it was more relevant for you to get the info on the pro forma LTV ratio at 18.9%. Quick reminder on the acquisition of Monroe, which is really transformational. For those of you who might have not had the time to follow our announcement earlier this week, we announced the acquisition of Monroe Capital, which is a leader in the fast-growing U.S. private mid-market credit category. It's a company based in Chicago with about $20 billion in AUM, one of the leaders in private credit. They have a nationwide coverage plus two offices overseas. This is... really a very high-performing GP and a transformational milestone for us. It actually unlocks the benefits of our platform that it will include cross-selling synergies and operational efficiencies which brings the total of assets under management within this asset management platform at 31 billion euros and the fee-related earnings at 160 million expected for 2025. This is for 100%. As you know, we have currently a shareholding of 51% in IK Partners, and we will acquire 75% of Monroe for a consideration of 1.13 billion. This will immediately give us rights to 20% of existing and future carried interest, as part of this initial consideration, which is, by the way, subject to an earn-out payment, and assuming this earn-out is paid, which we very much hope, because it would mean that the performance is good, our entry multiple would be between 14.7 times and 18.5 times in terms of 2025 pre-tax FRE, and 4.2 times on pre-tax PRI, that is carried interest revenue. So a very interesting transaction whereby Vandale will invest sponsor money as well to accelerate the growth of Monroe and to support new product launches and in the end, accelerate the generation of fee-related earnings and ultimately, obviously, cash flow streams to Vandale. This is really a transformational step for us with a strong potential in terms of value creation as well as diversification as we are expanding our operations in asset management in a new vertical in terms of asset class and which is a very interesting market fast growing in the US for mid-market credit and this enables us to enhance the profile of Vandel through the sponsor money and the return that we will make and the acceleration of monro growth to higher and recurring cash flows that will be distributed to us as well as an increase of performance-related earnings over time. And based on the above, we are strongly confident in actually exceeding our 2027 FRI target in terms of Vandale share that we had set at 150 million based on Monroe and IK partners' internal growth potential, we believe, and we have high confidence that we should be above this level in 2027. So let me now maybe conclude and comment on the key takeaways for these first nine months. I think what is really important is that transformation is on the way, and Vanel's asset management business is now a significant performance driver, thanks to the upcoming acquisition of Monroe. The performance of the portfolio has been quite strong, with net asset value up 13.7% year-to-date, plus dividends, of 4 euros, it's even higher, as I said. We've had some portfolio rotation, very much in line with our strategy, with the disposal of Constantia earlier this year, the partial sale of BV for 1.1 billion euros of proceeds, the acquisition of Global Decade for 625, and obviously the acquisition of Monroe the upcoming acquisition of Monroe that we expect to complete in the first half of 2025. Now, following this, our priorities for the next few months are really to create value on our assets to successfully build the private asset management platform with the acquisition of Monroe and IK Partners that is a very, very good start. And obviously to maintain a solid financial structure, you know, this is very important to us. So we are really focusing on that. And based on this, there will be opportunities to create more value for shareholders and ultimately sustain our double-digit TSR, which is the objective that we are pursuing. Thank you very much. And I would now open the room to questions.

Thank you. As a reminder, to ask a question, please press star 1 and 1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1 and 1 again. Once again, it's star 1 and 1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1 and 1 again. If you wish to ask a question on the webcast, please type them in the question box and click submit. Mr. Olivier Allot will be reading them. Thank you.

If we have no question, bye.

We are now going to proceed with the first questions on the phone line. And the questions come from the line of Alexandre from CIC Market Solutions. Please go ahead.

Good afternoon, Jerome, and good afternoon to the team. Just one question on my side, to start maybe with Scallion. I'd love to have an update on the levels of value creation at Scallion. So I see that you have reinvested 44 million euros for the financing of the acquisition of Monarino. We have to understand that Calion is not in a state at the moment to be able to self-finance its development. So, voilà. Just a very general question regarding the way you see the development of that company going forward. And maybe also the date on its balance sheet. Do you feel that the company, which is rather leveraged at the moment, might breach its governance or not? Thank you.

Thank you, Alexandre. So, On your first question about the levers of value creation, there are many. Some are, I would say, internal in terms of what we call the value creation plan. You know, we have this playbook for every company that we acquire where we deploy our operating partners and try and identify with the management some levers for value creation. We have that at Scalion, so there is a series of initiatives going on from Salesforce to staffing, to utilization rate, to performance in terms of cash generation, etc. So we have those levers that management is working currently on. M&A is a key driver for value creation. The acquisition of Marinarino was very attractive, is very attractive in terms of valuation, in terms of growth profile and in terms of profitability. Manarino is a company that is active in engineering in North America for air transport and they are really one of the leaders in their field. It's a company that is growing by 30% and with 30% plus EBITDA margin. So this is enhancing the growth profile of Scalion and this is to generate synergies as we will try to deploy the expertise and offering of Manarino throughout the group. And this is very much the type of acquisition that we are looking for at Scalion because it makes a lot of sense from an operational and strategic perspective, first, and second, from a financial point of view. In terms of why did we invest, we started off, as you know, when we closed the acquisition in July 2023 with a leverage of 5.5x or something like that, or slightly above, I think, at closing. And the investment thesis is very much to use financing both from existing lenders and uh equity when required when the size of the transaction is uh it requires equity uh to commit equity from from our side as well manarino is is a fairly large transaction i mean if you look at what scallion has done historically this is quite a large transaction actually in terms of of total consideration and and uh EBITDA, etc. So this one required some equity. This is the first one that required equity since we invested in Scalion. There has been a few others that took place that did not require equity, but this one was funded through a combination of new debt from existing lenders and new equity from shareholders, including Vandel, obviously, and management. You asked about an update on the balance sheet. We reported on June 30 on the net debt of Scallion, which included the new drawing for the acquisition of Manarino, so it was slightly up versus the entry when we invested in July 2023. As you might have seen for the first nine months, we are looking at a slightly negative performance. So there is some headwind in markets that Scallion is active on. You've seen the peers, I'm sure, reporting on that. The guidance and the messages that come from the other players in the industry are not different than the one I've just given. So this puts some pressure, I would say, on the revenue growth, and we are obviously very focused, the management team of Scania is very focused on preserving their financial flexibility and preserving the balance sheet, but no issue there, as you have asked, nothing in particular to be mentioned.

All right, thank you, Jérôme.

Thank you.

We are now going to proceed with our next question. And the questions come from the line of Gregor Hermann from Barenburg. Please ask your question.

Good afternoon, everyone. Maybe just a few questions on Stahl, please. I think Q3 was slightly disappointing, and you mentioned tensions on the auto segments and the luxury exposure as well. Can you give us a bit of a of insights for the rest of the year if you're seeing a continued similar performance. And maybe just on the acquisition that has been announced during the quarter, Veil Burger, is there anything you can say about the valuation of the acquisition? And if there is, we should expect more to come by the end of 2024 and 2025. Thank you.

Thank you. Yes, the performance has been slightly negative in Q3. You have that at the back of the press release. The organic growth is minus 3.1% for STAL just for the third quarter. And the reason for that is, as you rightly pointed out, the softening of the auto market as well as luxury, and we have all seen the disappointing earnings for Q3 of the larger luxury companies. So Stahl is obviously exposed to those sectors, but not with the same magnitude, minus 3.1%. you know, uh, slightly negative compared to, uh, very negative figures from, from, uh, auto and, and luxury. Um, the outlook is, uh, we, we don't give any guidance as you know, on, on, on, uh, for our companies. Um, but, uh, I think at this point in time, management thinks it has been a softer August compared to previous year. They are obviously very focused and attentive because in this market environment, volatility is higher and the messages that come from auto and luxury are not reassuring. So They will have to live in this environment, but as you know, Stahl is very good at defending margins and managing prices, both on the purchasing side and on the sell side. So they will continue to do so in the next quarter. Regarding the acquisition of Weilberger, we are not disclosing. I can't disclose the valuation. but what I can say is that obviously it's very positive from a strategic point of view. It makes sense from a financial point of view as well. Will we continue to do acquisitions? Yes, possibly, given the very healthy capital structure at STAL. We are at a low level in terms of leverage, so there is room actually to make more M&A, and as you know, M&A has been a big part of the success story of STAAR over the years with ISP and before that, Clariant and BISF. So, yeah, I think we'll be open to that certainly if opportunities come.

Okay, thank you. Thank you.

Thank you. We have no further questions on the phone line. I'll hand back to you for the webcast questions. Thank you.

Thank you. So we have a question from Julie Guesser. Are you considering further portfolio rotation and decrease your listed investment part? Portfolio rotation is part of our strategy. We have done a lot, I think, recently with, I mean, just this year and last year, acquisition of Scallion, sale of Constantia, 1.1 billion euros realized proceeds on Bureau Veritas. Acquisition of Global Medicaid for 625 million. That's just on the principal investment side. On the asset management side, acquisition of IK Partners, acquisition of Monroe. People have been busy, are very busy at Vandel. You know, we just closed Global Medicaid. Monroe is not closed. This has been a lot of, this has required a lot of efforts from the team. and we don't want to rush things. So, as I said, really the focus of the team now is to create value on these assets to successfully build the asset management platform. Before the acquisition of Monroe, this was just IK Partners. Now it's IK and Monroe. We are... you know, looking at about 30 billion in assets, which is quite sizable, so a lot to do. And as I said, we also want to maintain a solid financial structure, and we are really focused on that at the moment. There will be portfolio rotation, certainly at some point. This is, again, this is part of our strategy, but in terms of which assets and when, I honestly don't know.

Thank you. Question from Kent Escalera.

Will Monroe have the ability to participate in lending on IK deals on an arm's length basis? Well, if the answer is yes, and I think it should be yes, but there is little chance, actually, because Monroe is active in the US. IK Partners is only active in Europe. So there is really no chance that this happens. So IK is working with all debt providers in Europe, be it funds or private lenders as well. So they are working with people like Monroe, but this is not going to happen anytime soon, in my opinion. Another question from Kent. How are you thinking about the current discount to NEV given that execution on NEV growth and portfolio rotation does not seem to be compressing the discount? Well, execution, I think we are in this journey of pivoting Vandel from a pure balance sheet investor towards a balanced sheet and asset manager. I think we've made two very important steps with the acquisition of IK first that we included in the net asset value for the first time just three months ago. And now the acquisition of Monroe that we announced but have not yet closed. So I think it takes time before it shows in the numbers. It takes time even in the current net asset value. As I said, there is no sponsor money that has been called on IK. We are just accounting for our shareholding in IK at the end of September. We haven't yet closed Monroe, so there is more to come. It will show in the numbers, and I think it will certainly take time for investors to realize that you know, a 50% or 40% discount is not warranted for such an attractive model in terms of growth, in terms of recurring cash flows, and in terms of performance. We are doing our work and we are, you know, looking to achieve a double-digit total shareholder return. We have done so in the first nine months, 13.7%. not adjusting for dividends, but if you include the dividend, you know, we are up 16.1. So we are doing our work. We are carrying on with the roadmap and the execution and hope that the market will realize that, you know, this level of discount should not be applied. But we at the moment are aware that or recognize that it takes time before it shows really in the numbers. Thank you. The question is from Mourad Lamidi from Exxon. In your future NEV, are you going to split Vandel's stake in the GP and the sponsor monnaie, or are you going to consolidate the two? Benoit, maybe you take this question.

Yes. The sponsor monnaie will be disclosed in our financial statements. In the consolidated financial statements, they will be considered as financial assets. At fair value, so yes, you will have the detail of what relates to the GP and what relates to the sponsor money. Thank you for Morad again.

On Scallion, how much of the €740 million goodwill on their balance sheet comes from past acquisitions and how much comes from past LBO accounting?

Benoit, Scallion, the goodwill on the balance sheet of Scallion comes mostly from our... Always, because when we consolidate a company for the first time, we just consult what was booked before the acquisition, and so we consider a new goodwill. Of course, part of the goodwill now includes Manarino and for the future, the next acquisitions.

Thank you. Another question about Scallion. Scallion's performance is very disappointing compared with what was announced at the time of the acquisition. Do you have any contingency plan? Or do you think you will relaunch organic growth, which is supposed to be the first value driver? As I said, this is a difficult market. We are seeing large customers cutting on their large projects, engineering. We are seeing still some very big challenges in terms of supply chain and some large customers cutting back on their delivery and supply chain. And at an area where Scallion has great expertise as well. So, engineering, R&D, project, supply chain, this is subject to tremendous pressure. We do have some exposure to automotive as well as aerospace. There are some bright spots in the portfolio. Obviously, some customers are still growing and pretty fast and others are under pressure and are requesting better terms with lower prices, etc. So, I mean, the easy answer is organic growth will resume when the market recovers. That's the easy answer. And in the meantime, we need to preserve the expertise and the quality of Scalion and not lose market share over competitors. That's very important. Where could we improve the situation versus the market? Well, there are some areas where there are some very good trends like AI, like sustainability, and Scalion has built now and has well-defined offerings to cater to the needs of these type of customers. So it's a strong area of focus from management and there is a dedicated workforce looking at opportunities at large customers on those specific subjects. That is getting traction and there is a good momentum. But at the same time, you have to offset a difficult market when it comes to large projects, engineering and auto and even luxury. I mean, we have some business in luxury and even luxury, we are seeing some tough conditions out there. So I think management is doing a lot on this and we expect... that we will be better off when the market recovers. And for the time being, we are investing in new offerings and getting some good traction on that. Two questions from Saima Hussain from Alpha Value. How do you feel about the fact that your best performing asset is BV and that you are gradually leaving this all in? Well, I feel very good about having our largest asset performing so well. This is one of the highest quarters in terms of organic growth for Bureau Veritas. The third quarter was at 13%. As I said, they upgraded their guidance for the second time this year. I'm quite happy that we have 3.6 billion of such a good company on the balance sheet. There is a transformation going on at Vandel and we have had, as I said, a lot of portfolio rotation over the first nine months and actually over the past 12 or 18 months. BV has been part of that for 1.1 billion, which is a sizable amount. There is no immediate need for more. And I think, as you know, we have this exchangeable bond as well that we can use as a tool of financing that leaves us with some optionality there. And given where the share price is and given the strong performance, we are in no hurry when it comes to selling any BV shares. So we feel good about this asset and we will continue to feel good over the next few years, I guess. Thank you from Saima again. What is behind the slight drop in the valuation of your unlisted assets? There is not one single item that I could point to. It's a result of lots of pluses and minuses, a little bit more minuses than pluses. The pluses are... Market multiples for some companies, we have seen some good performance in terms of peers that we are using. Sometimes it can be slightly better results as well. And on the minuses, some increase in debt, some downward revision for current year because we start the year with the budget. as any company does, and then as we move from one quarter to another, we get reforecasts, and sometimes reforecasts are revised downwards, and we've had a few instances within the portfolio that drove this minus 1.2. We've had a bit of foreign exchange rate as well on our U.S. assets because of the depreciation of... of the dollar against the euro. So this is really small pluses and minuses, but in the end, this is a minus 1.2 euros. And in terms of percentage, it's minus 1%. So this is not something that we consider significant. Thank you. What explains the increase in IK's value in your NEV? It's solely driven by the market multiples. We booked IK Partners in our net asset value as of June 30 at the acquisition value or close to, I think. And since then, the multiples that we use to value this company have increased. There has been a good performance and this is solely related to that. How do you see the current private debt and private equity universe changing? I think it's pretty healthy. When I look at the earnings of the listed peers, when I look at the transactions that are being done, there is financing available in large quantities. There is clearly a shift from bank financing to private credit. That's what is making Monroe a unique company and this has been a key trend both in the US and in Europe and in other markets, I'm sure. It's a well-functioning market with a lot of liquidity available. The equity side is good as well. Large funds have been raised. We are in a soft landing scenario and And multiples are holding up. There is liquidity again for limited partners, as we have seen some good exits. And I think IK is the best performer within this category. I mean, they returned over a billion of equity to their limited partners, which is quite amazing. But it also tells you that the market Even if IK is very good at that, but it tells you that the market has improved when compared to maybe, you know, 2022 or 2023, which was a much more difficult year from a liquidity perspective. Yeah, so IK, I mean, they returned 1 billion in liquidity. They raised 1.8 billion. We just closed Globe Educate with, you know, financing... uh available we sold the constantia earlier um financing was was there debt financing was there as well so these are well functioning markets this is for the short term and for the long term i have no doubt absolutely no doubt that institutions will increase their allocation towards private credit towards private equity and you know people are not talking of retail uh as well so It's really a fast-growing category. It's a fundamental trend and that's what makes our asset management platform very attractive as we are solely focusing on private assets. We have a very, very good market backdrop and a long-term trend which will help us grow from an organic perspective and and then which will generate synergies for us as well, which is very, very good from a business model perspective. Thank you. Last question from Saima. What do you think could finally reduce the discount to any way? As I said earlier, we are doing our most, and I think what will help reduce and hopefully reduce this discount is us executing well on the strategy. And I think a lot has been done already over the past 18 months. I think it's amazing what has been done in terms of developing this third-party capital asset management platform and portfolio rotation. So more to come. Bear with us. You will see that in the numbers in the next few quarters. But this is already, I think... becoming a very important driver of our performance and should help on the discount side. Very last question from Mourad Lamillet. Thanks for sharing the fee-paying AUM of IK Partners. Could you also provide the growth of management fees over the period as well? Well, it's not public or there's no need to report because of the accounting period, but never mind. But what is important for you to know is that the growth is very strong and it's actually double digit in terms of revenues. So very, very positive momentum at IK. Thank you. I have no more questions on the web and maybe by phone operator.

We have no further questions on the phone lines either.