An Introduction to Hyve Group plc
May 2020
Global Brands
Russia
UK
Asia
Central Asia
Eastern & Southern Europe
FY
19
/ 2
We are HyveWe are a next generation global events business creating unmissable events, where
customers from all corners of the globe share extraordinary moments and shape industry
innovation.
Our vision is to create the world’s leading portfolio of content-driven, must-attend events
delivering an outstanding experience and ROI for our customers.
Where business is personal, where meetings move markets and where today’s leaders
inspire tomorrow’s.
1,200+ colleagues
130+ events
in 14countries
1 - 50
Azerbaijan Brazil Indonesia UAEUSAUzbekistan
50 - 100
China Kazahkstan Turkey Ukraine
100+
India Russia UK
This is based on the enlarged group pro-forma FY19 revenue by region including Shoptalk and Groceryshop (acquired December2019)
£220.7mrevenue
7%like-for-like
revenue growth
£50.4mheadline profit
before tax
Mark ShashouaChief ExecutiveOfficer
Andrew BeachChief Financial Officer
* Source: UFI & Explori, Global Exhibitor Insights, November 2017 edition ** Source: UFI & Explori, Global Visitor Insights, 2018/19 edition
in 13countries
Our leadership team
Revenue by division
+14Top 10 exhibitor NPS (vs. industry
average -17)*
+28Top 10 visitor
NPS (vs. industry average +7)**
2019 financial and operational highlights
31%
25%
20%
9%
8%
8%
Advanced Technologies
Beauty & Healthcare
Build & Interiors
Connect
E-Commerce
Energy
Education
Fashion
Food & Packaging
Manufacturing Industrial Tech
Retail
Transport & Logistics
Travel & Tourism
FY
19
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Revenue by sectorRecent acquisitions
Shoptalk▪ 8,000+ attendees▪ Becomes our #1
event by revenue▪ +50 attendee NPS
Grocery shop▪ 2,200+ attendees▪ Becomes our #9
event by revenue▪ +42 attendee NPS
4.2. 3.
5. 7.6.
8. 9. 10.
Our top 10 events (based on FY19 pro-forma revenue)
1.
3%
4%
15%
6%
11%
4%
7%
7%
12%
7%
13%
7%
4%
Talk to usLinkedIn: Hyve Group plc Instagram: @hyve_group Twitter: @hyve_group Facebook: HyveEvents YouTube: Hyve Group plc
This is based on the enlarged group pro-forma FY19 revenue by region including Shoptalk and Groceryshop (acquired December2019)
› Our Senior Executive team p3
› Our business model p4
› Market overview p7
› 2017 strategic review p10
› Transformation delivered p18
› TAG financials p30
› FY19 results p39
› Appendices p46
Contents
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Mark Shashoua – Chief Executive Officer
› Appointed CEO in September 2016
› Previously CEO of i2i Events Group, (events arm of
Ascential) from 2011, led the professionalisation
and diversification of the business, turning it from
double-digit CAGR decline to one of consistent
organic CAGR growth
› Second-generation and prominent figure in the international events
industry
› From 2001, he was a co-founder and Chief Executive Officer of
Expomedia Group Plc and from 2009-2011, Mark was the operating
partner of Advent International, a leading private equity fund
› One of the founding members of the Hyve group (then ITE) which
grew organically from 3 people to over 800 and 80 shows. He led the
floatation of the business in 1998 as CEO, and was a board director
until 1999.
Andrew Beach – Chief Financial Officer
› Appointed CFO in October 2016 and is Chairman of
Hyve’s Risk Committee
› Previously the Chief Financial and Operating
Officer of Ebiquity plc, spent nine years overseeing
the rapid expansion of the business to 20 offices in
14 markets, employing over 900 staff
› Prior to joining Ebiquity, he spent nine years at PwC as part of the
Entertainment and Media assurance practice where he qualified as a
Chartered Accountant (ICAEW) in 2000
› Andrew headed up the PwC UK Publishing sector knowledge network
and managed a portfolio of large media clients
Our Senior Executive Team
Introduction to Hyve Group plc – May 2020
Our business model
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Connecting peopleOur business model
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EXHIBITORSuse our events to satisfy all of their marketing needs: to transact, market their brand, launch a product, educate the sector, deploy thought leadership or steer their industry.
VISITORScome to our events to
learn, experience, develop their skills,
find inspiration, meet new contacts or buy products.
Hyve Group provides market-leading , face-to-face platforms where communities can come together to achieve all of this within a high-
quality exhibition experience.
Introduction to Hyve Group plc – May 2020
Our business model
Our revenue is generated through multiple streams
83% of our revenue is generated from exhibitors, with each exhibitor paying for floor space at an event, and many taking technical services (such as stand construction and furniture).
Usually, visitors attend for free (with a few exceptions). Some events benefit from sponsorship revenue.
We do things the Hyve way so exhibitors, visitors and sponsors choose us
MARKET-LEADING:We focus on market-leadingevents, so that we have the highest value propositionfor exhibitors and visitors
CONTENT-DRIVEN:We supply thought-provokingcontent thatattracts highquality visitorsand raises theprofile of ourevents
MUST-ATTEND:We offer the best of everything toensure we are the one event that our customers choose to put in their calendars
OUTSTANDINGCUSTOMEREXPERIENCE:We have arelentless focus on improvingevery part ofthe customerexperience and tailoring our communicationwith them
RETURN ONINVESTMENT:Our customersuccess teammakes sureexhibitors achieve their event goals so that they comeback next time
76%
7%
5%
12% Exhibitor space
Technical services
Sponsorship
Other (incl delegates & hosted meetings)
Revenue streams managed the Hyve way
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Market overview
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Market overview
Overview of the events industryCompetition
› M&A consolidation in traditional event organisers
› New market entrants focussing on sectors which are being disrupted
› Online business communities and DIY meet-up platforms challenging the traditional model
› Impact of new technologies - augmented reality, facial recognition, improved analytics tools provide opportunities to increase engagement, create better products and drive better ROI and ROT for customers 184
229
234
307
369
424
456
678
1625
1976
GL Events
Deutsche Messe
Hyve
Messe Dusseldorf
Messe Munich
Comexposium
Clarion
Messe Frankfurt
Reed Exhibitions
Informa
Top 10 international organisers by organising revenues, 2018, million USD1
1 Source: Organiser’s financial reports; AMR International, Globex 2019 2 Pre acquisition of Ascential, Mining Indaba and Shoptalk/Groceryshop.
FY19 result approx. $285m
2
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Global exhibition market forecast
› Steady growth is forecast (4% CAGR to 2023), driven by stable underlying economies and consistent demand for face-to-face business interactions
› AMR International predict that face-to-face interactions enabled by exhibitions will remain a critical channel for buyers and sellers
› They further predict that alternative online channels will remain complementary, and may become sources of enhanced visitor and exhibitor experience.
Market overview
1 Market size represents the size of the 14 main geographic markets analysed by AMR International and the six SEA countries added in 2017 Excludes ‘Rest of the World’ Source: AMR International, Globex 2019
28.5 29.6 31.0 32.2 34.0 35.3
2018 2019 2020 2021 2022 2023
Overall market forecast 2018-2023, $b1
4% CAGR
Introduction to Hyve Group plc – May 2020
2017 strategic review
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Historical context prior to TAG programme2017 strategic review
› Exhibitors demand Return on Investment
› Visitors demand Return on Time
› Greater emphasis on learning and networking within a business community
FY13 FY14 FY15 FY16
Headline operating profit Costs
Revenue decline and unsustainable margins
29%36%35%31%
£134m£136m
£175m£192m
-11%CAGR
Changing customer expectations
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Portfolio challenges prior to TAG programme
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› The portfolio had additional challenges beyond market conditions
› A number of events had underperformed the market
› There were some obvious stars to offset these challenges
Event performance vs underlying market
-100%
-90%
-80%
-70%
-60%
-50%
-40%
-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
-50.0 -40.0 -30.0 -20.0 -10.0 0.0 10.0 20.0 30.0 40.0 50.0
Hyve Event Space Growth (%), 2014-16 CAGR
Un
derlyin
gM
arket Gro
wth
(%), 2
01
4-1
5
Underperformingthe market
Outperforming the market
2017 strategic review
Introduction to Hyve Group plc – May 2020
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The May 2017 Portfolio: Events Ranked by Revenue
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85%Core Events Revenue
2017 strategic review
Introduction to Hyve Group plc – May 2020
Philosophies2017 strategic review
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Retention-led business enabled by technology
Content-led –high on relevance
Market leading events – ROI / ROT
Customer insight and data
Customer service
Strong sales and marketing performance based culture
Introduction to Hyve Group plc – May 2020
2017 strategic review
Hyve view of the exhibitions industry
/ 17
Disrupters of Existing Shows(show formats or industry niches)
Product-led
Developed Market Regional Specialists
Emerging Markets Specialists
Global Portfolio
RegionalPlayers
Introduction to Hyve Group plc – May 2020
Our vision
2017 strategic review
“To create the world’s leading portfolio ofcontent-driven, must-attend eventsdelivering an outstanding experience
and ROI for our customers.”
/ 18Introduction to Hyve Group plc – May 2020
2017 strategic review
Transformation and Growth programme
Product-led Acquisitions
Managethe Portfolio
Create a Scalable Platform
Underpinned by a performance-led culture
TAG Programme
/ 19Introduction to Hyve Group plc – May 2020
Transformation delivered
/ 20Introduction to Hyve Group plc – May 2020
Transformation delivered
Scalable operating model created
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Invested in show operations
Built capability & talent
Built fit-for-purpose IT infrastructure & systems
Drove a performance culture
Created best practice functions & teams
Introduction to Hyve Group plc – May 2020
Transformation delivered
Strengthened KPIs from our Top 10 TAG events
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New customer service team helps exhibitors
maximise success
Systematic lead generation drives
growth
New business (FY18-19) increased by >25%
Exhibitor NPS (FY16-19) increased from +3 to +14;
industry average is -17*
New high quality content attracts
key visitors
Visitor NPS (FY16-19)increased from +14 to +28;
industry average is +7**
* UFI & Explori, Global Exhibitor Insights, November 2017 Edition**UFI & Explori, Global Visitor Insights, 2018/19 Edition
Introduction to Hyve Group plc – May 2020
Managing the portfolioEvent Quality & Potential Higher Lower
GrowthMarket tailwind
MatureStable, mature market
ChallengedFacing market or competitive threat
Large>£1.0m revenue
Medium£0.5m-£1.0m revenue
Small<£0.5m revenue
Non-Core
Use full suite of transformational levers
Enable sales & marketing to drive volume growth
Invest in content and shows to drive great customer experience
Scal
e
Pricing, show value and content to drive yield and retention
Manage pro-actively, solve issues across commercial, content and operations
Top priority
Mediumpriority
Lowpriority
89 less profitable
shows discontinued since start of TAG
Successful disposal of TradeLink, ECMI and
ITE Expo (Russian non-core)
Continue to review all options for less
profitable shows
Onsite re-booking, sales commissions
Core
Transformation delivered
/ 23Introduction to Hyve Group plc – May 2020
Transformation delivered
Integration of FY18/19 acquisitions now complete
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Focus on customer proposition between events
Operational integration with Africa Oil Week
Sector expansion in GermanyGrow international events to scale in ChinaLaunch hosted buyers programme Investigate new markets over the longer term
Re-edit events and add new sectorsVisitor acquisition teams to target online and major chains
Re-edit events to improve customer experienceFocus on key accountsGrow international events to scale Launch hosted buyers programmeInvestigate new markets over the longer term
Reinvesting half of the synergies to drive future growth
Integration
Synergies
Investment plans
1
1 Moda was an existing Hyve event Introduction to Hyve Group plc – May 2020
Transformation delivered
Targeted trajectory for FY18/19 acquisitions
/ 25
Division Acquired events FY19 FY20 FY21
UK Ascential events Inherited trajectory Stabilise Grow
Global Brands Ascential events Inherited trajectory Grow Grow
Global Brands Mining Indaba Inherited trajectory Grow Grow
Investment plans
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(1) Estimated for year to 31 December 2019, although both events have been held and therefore revenue is an actual figure; unaudited based on diligenced management account information. EBITDA has been prepared by the company on the basis of Shoptalk/Groceryshop management account information and validated by PwC. EBITDA has been calculated to reflect a corporate rather than partnership structure
(2) Company-provided sales data as at December 2019(3) Analysis has assumed an exchange rate of £1 : $1. 33(4) ROIC defined as net operating profit after tax divided by total deal costs (being consideration paid, integration costs, fees, placing commissions and refinancing fees)(5) Exchange rate of £1 : $1.33 as at 13 December 2019(6) Leverage defined as net debt / trailing pro-forma EBITDA. RCF remains under negotiation
› Acquisition of Shoptalk and Groceryshop: market leading events focused on e-commerce and food / grocery segments
› Both shows in the US (Las Vegas), with opportunities for geo-cloned shows in Europe
› Established and run by the founders of Money 20/20 and the management team is well known to Hyve
› 2019E Revenue: $35.8m, CAGR 2016-2019E of 90%; EBITDA $12.2m(1)
› Strong visibility of revenues for FY20, with bookings for both Shoptalk and Groceryshop ahead of FY19(2)
› Key sponsors include Google, Facebook and Microsoft
Acquisition of two leading, high growth
events
› Product-led acquisition, consistent with the Transformation and Growth (“TAG”) programme
› Capitalising on high growth end markets
› Market leading products with strong customer satisfaction, shown through strong NPS of +50 (Shoptalk) and +42 (Groceryshop)
› Opportunity for Hyve to use best of breed model in hosted buyer and content creation
› Expected to be materially earnings enhancing in Hyve’s FY21(3) and ROIC(4) in excess of WACC within 3 years
Compelling strategic and
financial rationale
› Consideration and enterprise value of c. $145m (c. £108.8m(5)), equating to 11.9x 2019 adjusted EBITDA(1)
› Funded through the refinanced debt facility and the placing of Hyve shares (10% of existing share capital)
› Founders – Anil and Simran Aggarwal and certain vendors subscribed for $15m of Hyve shares
› Leverage(6) expected to be below 2x by FY20 financial year end
Transaction overview
Transformation delivered
FY20 acquisitions
Introduction to Hyve Group plc – May 2020
18269
events
133events
May 2017 Closed Divested Acquired May 2020
89
65
Transformation delivered
Have delivered a strong portfolio of market-leading events
1 Launch of TAG, May 20172 Includes one new launch3 FY16 reported revenue4 FY20 market consensus pre COVID-19 impact
/ 27Introduction to Hyve Group plc – May 2020
May 2017 May 2020
No. of events 269 133 51%
Revenue £134m3 £256m4 91%
Revenue per event £0.5m £1.9m 280%
Manage the portfolio
Product-led acquisitions
1 2
Transformation delivered
A more balanced geographical footprint
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12%
16%
14%
11%
47%
FY17 Revenue
ESE
Asia
Global Brands
Central Asia
31%
9%
8%7%
25%
20%
FY19 Proforma Revenue1
Russia
ESE
Asia
Global Brands
Central Asia
UK
Russia
1 Including Shoptalk and Groceryshop
(incl. 12% US)
Introduction to Hyve Group plc – May 2020
Returned the business to sustainable growthTransformation delivered
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FY13 FY14 FY15 FY16 FY17 FY18 FY19
Headline operating profit Costs
Revenue and headline operating profit
29%36%35%31%
£134m£136m
£175m£192m
-11%CAGR
£153m£176m
£221m
23% 22% 25%
+18%CAGR
TAG
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MosBuild
Transformation delivered
TAG improvements since FY16
› MosBuild moved to Crocus Expo, Russia’s largest venue, from 2019
› Much improved content programme with Perfect Home, VR design lab and MosBuild TV
› Volume up >50%
› Exhibitor NPS up from -7.0 to +8.3
› Visitor NPS up from +7.0 to +26.0
FY19
FY19
Introduction to Hyve Group plc – May 2020
Transformation delivered
Breakbulk Europe
/ 31Introduction to Hyve Group plc – December 2019
TAG improvements since FY16
› 37% more space sold
› Visitor NPS improved from +8 to +28
› Revenue per exhibitor up 55%
› Overall revenue up 67%
/ 31
FY16
FY19Introduction to Hyve Group plc – May 2020
Transformation delivered
Africa Oil Week
/ 32
FY16*
FY20
*Hyve took full ownership of AOW in May 2017, i.e. FY17**Delegate NPS figures first recorded in FY18
TAG improvements since FY17*
› Delegate NPS (FY18-19)** improved from +18 to +32
› Paid delegates (FY17-19) up 33%
› Overall revenue (FY17-19) up 40%
Introduction to Hyve Group plc – May 2020
TAG financials
/ 33Introduction to Hyve Group plc – May 2020
TAG financials
One-off TAG programme investment
/ 34
£20m
One-off Costs Mix
Capex Opex - ExceptionalBest Practice Infrastructure &
SystemsInvest in Show
OperationsPerformance Culture Capability & Talent
Investment by Transformation Lever
FY17 £6-7m FY18 £8-10m FY19 £4-6mPlan
FY18 £7.0m FY19 £4.2mFY20
forecast £3.8m
FY17 £5.0mActual
Introduction to Hyve Group plc – May 2020
TAG financials
Ahead of plan on all TAG investment targets
1 Original plan delivery expected H2 FY21; revised to H1 FY21 / 35
Target Original plan Revised Status
Positive ROI FY20 FY19 Delivered early
ROI > WACC FY21 FY20 Ahead
Cash payback FY21 FY21 Ahead1
Introduction to Hyve Group plc – May 2020
TAG financials
“Create a scalable platform” targets ahead of plan
Positive ROI
Plan Within 3 years (FY20)
Update Within 2 years (FY19)
FY17 FY18 FY19 FY20 FY21 FY22
TAG plan Update
In-year net operating profit after tax (“NOPAT”)
Positive ROI in FY 2019
1
ROI > WACC1
Plan Within 4 years (FY21)
Update Within 3 years (FY20)
Cash Payback
Plan Within 4 years (FY21)
Update Within 3.5 years (FY21)
2
3
1 Based on May 2017 WACC / 36Introduction to Hyve Group plc – May 2020
Industry-leading growth after years of decline
£192m
£175m
£136m £134m
£153m
£176m
£221m
£120m
£140m
£160m
£180m
£200m
£220m
£240m
FY13 FY14 FY15 FY16 FY17 FY18 FY19
Revenue
LFL growth / (decline) -10% -12% -8% +5% +11% +7%
TAG financials
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Sustainable margins
31%
35%36%
29%
23%22%
25%26%
27%
20%
25%
30%
35%
40%
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
Operating profit margin
TAG investment period
City consensus
Reinvestment
TAG financials
/ 381 Pre COVID-19 impact
1
Introduction to Hyve Group plc – May 2020
Net debt within guidanceTAG Financials
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1.41.3
2.0
1.9
1.4
1.0
0.5
1.0
1.5
2.0
2.5
FY16 FY17 FY18 FY19 FY20 FY21
Net debt :EBITDA
City consensus1
TAG corridor 1.5x – 2.0x
Average cash conversion
FY17-19 > 100%
1 Pre Shoptalk/Groceryshop acquisitions and pre COVID-19 impact Introduction to Hyve Group plc – May 2020
Operational delivery of TAGTAG financials
/ 40
FY19 FY16 Variance
Yield
Average yield (per SQM)1
– TAG £252 £187 +35%
Average yield (per SQM)1
– Total £225 £183 +23%
Yield growth versus inflation +3% -13% +16pp
Revenue visibility
Onsite rebook 47% 0% >100%
Forward bookings 62%2 53%3 +9pp
Sales performance
Revenue per employee £177k £95k +86%
Revenue per exhibitor4
£7.4k £6.0k +23%
1 LFL event revenue / LFL sqm (excluding AOW conference)2 For FY20 at 1 Oct 2019 3 For FY17 at 1 Oct 20164 TAG events excluding AOW conference
Introduction to Hyve Group plc – May 2020
On track to deliver our 3-year guidance pre COVID-19
TAG financials
/ 41
FY18 FY19 FY201
Revenue growth
Margin growth
EPS growth
1 Pre COVID-19 impact Introduction to Hyve Group plc – May 2020
FY19 results(12 months to 30 September 2019)
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FY19 highlightsFY19 results
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FY19 FY18
Revenue £220.7m £175.7m LFL growth 7%
Headline PBT £50.4m £35.4m LFL growth 16%
Operating profit margin 25.3% 22.0% Increase of 3.3pp
TAG costs one-off £4.2m £7.0m
Within guidanceongoing £8.0m £7.5m
Net debt £111.7m £82.7m <2x EBITDA, within guidance
Headline diluted EPS 4.9p 4.9p In line with expectations
Dividend 2.5p 2.5p Maintained at 2x EPS cover
Introduction to Hyve Group plc – May 2020
Revenue bridgeFY19 results
/ 44
(£6.0m)
(£5.3m)(£2.3m)
£47.9m
£10.7m
£175.7m
£220.7m
FY18 Net Biennial& Timing
Acquisitions& Disposals
Launches &Cancellations
FX Impact UnderlyingTrading
FY19
£m
Ascential/ Mining Indaba
62.5
ITE Expo (Russia)/ Central Asia/Other
(14.6)
£m
TRY (1.4)
RUB (0.8)
INR (0.5)
Other 0.4
£m
Russia 6.6
AOW 1.2
Breakbulk 0.6
Other 2.3
Introduction to Hyve Group plc – May 2020
Top 10 TAG events drove higher revenue growth
25%Top 10 TAG
Rest of portfolio
LFL growthTOTAL 7%
LFL growth Top 10 TAG13%
Average yield Top 10 TAG £309/sqm1
Average yieldTOTAL £266/sqm1
FY19 results
/ 451 Total group revenue / total group sqm (excluding AOW and Mining Indaba conferences) Introduction to Hyve Group plc – May 2020
Headline PBT bridgeFY19 results
/ 46
(£0.4m)
(£0.5m)
(£4.2m)
£15.4m
£4.7m
£35.4m
£50.4m
FY18 Net Biennial& Timing
Acquisitions& Disposals
Launches &Cancellations
FX Impact UnderlyingTrading
FY19
£m
Revenue Translational (2.3)
Cost Translational 1.5
Translational (0.8)
Transactional (B/S) (3.4)
£m
Ascential/Mining Indaba
17.6
ITE Expo (Russia) / Central Asia / Other
(2.2)
Introduction to Hyve Group plc – May 2020
Financial summaryFY19 results
/ 47
Excellent FY20 revenue visibility
Strong LFL revenue growth; Top 10 TAG events double-digit
growth
Step change towards sustainable operating
margins
Profit growth significantly above
revenue growth
Introduction to Hyve Group plc – May 2020
Appendices
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Revenue by sectorAppendices
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28%
16%
7%9%
7%
3%
10%
8%
6%6%
FY17
15%
13%
12%
11%7%
7%
7%
7%
6%
4%4%
4% 3%
Build & Interiors
Retail
Food & Packaging
E-commerce
Education Technology
Fashion
Manufacturing Industrial Technology
Transport & Logistics
Connect
Energy
Travel & Tourism
Beauty & Healthcare
Advanced Technologies
FY19 proforma1
1 Including Shoptalk and Groceryshop Introduction to Hyve Group plc – May 2020
Top 10 events by revenueAppendices
/ 50
Event name Region
Shoptalk US
Spring Fair UK
MosBuild Russia
BETT (London) Global Brands
WorldFood Moscow Russia
Autumn Fair UK
CWIEME Berlin Global Brands
Mining Indaba Global Brands
Groceryshop US
MITT Russia
Event name Region
MosBuild Russia
WorldFood Moscow Russia
MITT Russia
Aquatherm Moscow Russia
TurkeyBuild E/S Europe
Acetech Mumbai Asia
MIOGE Russia
RosUpack Russia
YugAgro Russia
Breakbulk Europe Global Brands
45%
Top 10 Rest of portfolio
35%
Top 10 Rest of portfolio
May 2017 (launch of TAG)December 2019
Introduction to Hyve Group plc – May 2020
Appendices
Cost analysis
/ 51
20% overheads
80%cost of
running events
Total cost base
25%fixed costs
45%semi-
variable costs*
30%variable costs
Cost base by flexibility
*Semi-variable costs include costs that over time could be flexed to changes in revenue but wouldn’t in the short term (e.g. venues with minimum contractual commitment)
35%staff
25%venue
40%other costs
Cost by type
Total costs in FY19 (excluding interest and tax, including depreciation)
£174m
Introduction to Hyve Group plc – May 2020
Appendices
Current debt profileRefinance – December 2019
Facility£m
Committed Drawn Repayments Interest Existing Financial Covenants
Term 100 100
£17.5 November 20£17.5 November 21£20.0 November 22£22.5 November 23£22.5 December 23
LIBOR + Margin (1.90-2.90%) determined by the Leverage Ratio
› Leverage Ratio of net debt to adjusted EBITDA ≤3x› Interest Cover Ratio of EBITDA to net finance charges ≥4x› Tested every quarter from 30 June 2020
Revolver 150 150Amounts can be repaid, redrawn or rolled for periods of 1, 3, or 6 months up to maturity
Total 250 250 Maturity : December 2023
Waiver – May 2020Waiver detail› Suspends the existing financial covenant tests for all periods up to and including March 2022› Defers the November 2020 and November 2021 repayments to maturity (December 2023)
Waiver conditions› Replaces existing financial covenants with a minimum liquidity covenant: combined cash and undrawn facilities must be at least £30m or £40m (depending on the month), tested monthly› Existing financial covenants will still be reported every quarter but not tested› Interest margin increased to 3.40% but original ratchet levels still apply based on above financial covenant reporting every quarter› Insurance and disposal proceeds to be applied to any deferred repayments providing such deferred repayments are overdue from the original repayment date (maximum £35m)› Certain acquisition, disposal and dividend restrictions
Normalisation› The Group may at any time in its sole discretion nominate to revert to the original terms by reinstating the existing financial covenant testing and repayment dates, and immediately settling any deferred repayments that are overdue from
the original repayment date› All waiver conditions will be cancelled once normalisation occurs
/ 52Introduction to Hyve Group plc – May 2020
Consensus forecast pre COVID-191
Appendices
Consensus Minimum Maximum
2020
Turnover (£m) 256.2 255.1 257.2
Headline profit before tax (£m) 61.6 61.3 62.1
Headline diluted EPS (pence) 5.5 5.4 5.5
Net debt (£m) 144.3 142.6 147.0
2021
Turnover (£m) 272.4 271.0 274.9
Headline profit before tax (£m) 69.7 68.8 71.3
Headline diluted EPS (pence) 6.1 6.0 6.3
Net debt (£m) 120.4 115.8 124.2
1 Based on analyst forecast reports to 9 March 2020 / 53Introduction to Hyve Group plc – May 2020
Shareholder structure as at 24 April 2020Appendices
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Country of Shareholder % of Total Shares No. of Shares (millions)
RWC Partners UK 12.5 102.3
BlackRock UK, USA 7.9 64.7
Brandes Investment Partners USA 7.9 64.5
Fidelity Management & Research UK, USA 7.0 56.9
Amiral Gestion France 5.6 45.8
Bestinver Asset Management Spain 5.0 40.6
Legal & General Investment Management UK 4.2 34.3
Invesco Canada 4.1 33.5
JO Hambro Capital Management UK 3.6 28.8
Franklin Templeton USA 3.2 26.1
Directors 0.3 2.8
Other institutions and individuals 38.7 315.5
Total Shares in Issue 100 815.8
Introduction to Hyve Group plc – May 2020
FY 2017 FY 2018 FY 2019
Create ‘best practice’ functions & teams
Invest in event operations
Build a ‘fit for purpose’IT infrastructure& systems
Drive a performance culture
Build capability & talent
TAG milestonesAppendices
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Design of the ‘Hyve way’
New event content deployed
Roll out of event ‘blueprint’
Roll out of dedicated specific training programmes
Implementation of the ‘Hyve way’
Setup of Customer Success team Implementation of value-based pricing methods
Setup of dedicated Content team
Review of performance structure
Development of Sales leadership
Standardisation of Performance Management
Systems design & development Systems deployed in phased waves
Launch of integrated sales and marketing systems
1st new hardware roll out Launch of ‘one view’ back office systems
Recruitment of key organisational roles
Introduction to Hyve Group plc – May 2020
Product-led acquisitionsAppendices
Phase 1 Quick screening
Phase 2Thorough analysis
Phase 3Due diligence
Phase 4Transaction
Objective “be effective” “identify pearls” “don’t miss risk” “fair deal”
Activity Screen maximum # of shows...... employing set ofclear criteria
Assessment of concrete potential for Hyve
Strategic / market DDFinancial DDSynergy estimate
Integration planning
Final price negotiationDeal structuring (e.g. earnout)
M&A funnel
Example Screening Criteria
Size
Distinct Customer Value Proposition
Structurally Attractive Market for Exhibitions
High Growth Underlying Market
Organic Revenue Growthand Profit Margin
International Roll Out Potential
ROIC
EPS Accretion
/ 56Introduction to Hyve Group plc – May 2020
Source of acquisitionsAppendices
Acquisitions likely to come from the following sources:
£143m1
(of £158.6m2)= 90% of
total revenue
Non-core assets (e.g. Mining Indaba acquisition by Hyve)
Bolt-on market-leading events which
will accelerate our geo-clone strategy
(e.g. Bett Brazil acquisition by
Ascential Events1)
Owner-operated founders looking for someone to take the
business to the next level (e.g. Shoptalk acquisition
by Hyve)
/ 571 Now owned by Hyve Introduction to Hyve Group plc – May 2020
Appendices
Ascential deal strategic rationale
£143m1
(of £158.6m2)= 90% of
total revenue
£200m3
(of £213.6m)= 94% of
consensus
£147m1
(of £220.7m2)= 67% of
total revenue
£143m1
(of £230.7m)= 62% of consensus
Product-led portfolio with global and
market leading brands
Further value through synergies
Significant potential under our management
as Core events
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A more balanced portfolio for the enlarged group
Strong financial rationale; earnings enhancing in 2019
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Appendices
Mining Indaba acquisition
› Met the TAG acquisition criteria as the must-attend event in the African mining industry
› Strong strategic rationale and complementary to Africa Oil Week
› AOW and MI teams now merged to drive synergies
› Implementation of Hyve best practice will drive growth from FY20 onwards
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$35.8m
$21.7m$4.1m
$5.2m
$11.5m
$8.3m
20182016
$15.6m$27.5m
$4.6m
2017
$5.2m
2019E
$26.3m
+90%
Shoptalk
Shoptalk Europe
Groceryshop
Shoptalk revenue, 2016-2019E ($m) (Dec-YE)(1)
CAGR(2016-2019)
80% (2018-19)
74%
Shoptalk profileShoptalk
› Launched in May 2016 in the US
› Focus on the growing e-commerce segment that is disrupting the $4 trillion(3) US retail industry – creating a need for content-rich, change-focussed events
› Proven scope for geo-clones following successful proof of concept through Shoptalk Europe in 2017
Groceryshop
› Launched in October 2018 in the US
› Aimed at the $1tn(3) US food and grocery segment and its specific characteristics (fresh supply chain, regulatory, etc.)
Shoptalk focuses on developing innovative, content-led products supported by bespoke technology and workflows developed to support its Hosted Meetings.
Shoptalk has become the leading US e-commerce event and fast growing Groceryshop is already the leading grocery e-commerce event. Established and managed by Anil and Simran Aggarwal, founders of Money 20/20.
$12.2m(2)Adj. EBITDA:
Selected key sponsors/delegates:
(1) Estimated for year to 31 December 2019, although both events have been held and therefore revenue is an actual figure; unaudited based on diligenced management account information
(2) EBITDA has been prepared by the company on the basis of Shoptalk management account information and validated by PwC. EBITDA hasbeen calculated to reflect a corporate rather than partnership structure
(3) Source: Globaldata, estimated figures for 2019
Selected hosted retailers and brands:
Shoptalk and Groceryshop acquisitionsAppendices
Introduction to Hyve Group plc – May 2020
Shoptalk US has grown to its current scale based on three revenue streams: attendee revenue, sponsorship/exhibiting and hosted meetings
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$27.5m
Attendee revenue
Sponsorship / exhibiting
Hosted meetings
2019E(2)
› c. 8,500 people attended Shoptalk 2019, of which 47% are paying attendees
› 64% were Director-level or above (mostly split across retailers, brands and tech companies)
› Attendees attracted by the strength of the content programme and networking opportunities
› Attendee NPS has increased from +30 in 2018 to +50 in 2019
› c. 615 companies sponsor / exhibit(1) at Shoptalk – main objectives are to network, generate sales & leads and showcase products
› Shoptalk takes a consultative approach to selling in order to best meet sponsors’ objectives – it is not just selling exhibition space
› Many also pay for hosted meetings and buy additional tickets for their teams to attend
› Shoptalk has developed an industry-leading hosted meetings offering, underpinned by highly automated technology
› In 2019 c. 450 companies executed c. 8,000 meetings with c. 1,500 individuals from 500 hosted retailers and brands
› Management consider hosted meetings to be an area for development at the wider Hyve group providing the potential for further revenue opportunities across the group
(1) Note: many companies do not exhibit but take a combination of hosted meetings and other sponsorship opportunities(2) Estimated for year to 31 December 2019, although both events have been held and therefore revenue is an actual figure; unaudited based on
diligenced management account information. EBITDA has been prepared by the company on the basis of Shoptalk management account information and validated by PwC. EBITDA has been calculated to reflect a corporate rather than partnership structure
Spotlight on Shoptalk USAppendices
Introduction to Hyve Group plc – May 2020
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Hosted meetings technology Content Community Development
› Bespoke technology and workflows developed for Shoptalk to support Hosted Meetings
› Opportunity to use technology across other Hyve events
› Hyve acquired a licence as part of the consideration, in perpetuity for the software with the right to use on other events
› Content team, with deep retail industry knowledge and contacts, and original content capabilities
› Opportunity for Hyve to use best of breed model in hosted buyer and content creation
› Community Development team engages the Retailers & Brands community to support the overall proposition and feed the Hosted Meetings programme
› Opportunity for Hyve to learn to improve its key buyer acquisition capabilities
Opportunity for Hyve to use the best of Shoptalk’s model
Addition of industry-leading capabilities from Shoptalk, building on the TAG programme
Appendices
Introduction to Hyve Group plc – May 2020
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Shoptalk has developed an industry-leading hosted meetings offering, underpinned by highly automated technology
Hosted Retailers and Brands SponsorsShoptalk Hosted Meetings Programme
› >1,500 people from c. 500 retailer and brand companies (Shoptalk)
› Each person receives a free ticket and a $750 travel stipend, in return for agreeing to up to 8 x 15 minute meetings with sponsors
› Retailers and Brands select sponsors they are interested in, to prevent mismatches (double opt-in)
› >450 companies purchase meetings (typically in blocks of 10)
› Sponsors are usually technology vendors looking for lead generation
› Sponsors select Retailers and Brands they are interested in, to prevent mismatches (double opt-in)
› c. 8,000 15-minute hosted meetings at Shoptalk 2019, in 4 x 1 hour slots
› Sponsors and retailers and Brands are matched using Shoptalk proprietary technology & workflows – this automates many challenging and labour intensive tasks
› Shoptalk provides meeting space, support & guidance, onsite logistics
Shoptalk hosted meetingsAppendices
Introduction to Hyve Group plc – May 2020
Appendices
Shoptalk & Groceryshop help accelerate an omni-channel strategy
› Omni-channel combines face-to-face events with online content, networking and buying to provide customers with multiple touch points throughout the year
› Shoptalk Virtual launched last month with three formats: Virtual TableTalks, Conferences and Meetings
› Shoptalk TableTalkHeld over 50 events with over 200 participants from leading global consumer businessesVery positive feedback:
o “It was a great networking experience, and nice to talk to others while going through all this”o “It was great to have real conversation instead of looking at a deck with data for an hour” o “It gave great insights into how others are handling the situation”
› Shoptalk Virtual – over 10,000 people expressed interest from companies including Amazon, Best Buy, Facebook, Google, IBM, Infosys, Microsoft, Pinterest and Visa
Launched April 2020
Launch late spring
Launch later in 2020
/ 64Introduction to Hyve Group plc – May 2020