MBF Group S A Investor Presentation Warsaw January
MBF Group S. A. Investor Presentation Warsaw, January 2016
Information about the Company MBF Group S. A. is the parent company within MBF Group. The development strategy of MBF Group assumes the following: Investments in selected public and private entities, with special attention to companies in Investments the IT, ICT, and e-commerce industry, etc. Long-term increase in the market value of the assets held. Long-term increase Supporting companies in the process of acquiring capital for development and for the Supporting companies purpose of financing current investments. Providing support to companies within MBF Group at early stages of development and Providing support to transferring know-how on management and development. Recapitalization of companies entering the Stock Exchange, and organization of pre-IPOs | Recapitalization of companies IPOs | SPOs.
Information about the Company MBF Group – dominant areas of activity: Capital investments – participation in SPOs, IPOs and seed capital offerings. Capital investments – support to businesses at an early stage of development. Organization of financing and looking for sponsors for projects. Transaction advisor – organization of a stock exchange debut in the alternative Transaction advisor New. Connect market (five implemented projects during the last two years). Financial services – intermediation in granting loans, managing receivables, and tax Financial services – optimization with the use of foreign jurisdictions, in accordance with generally applicable legislation. Algorithmic trading and transaction-oriented systems – research and development, Algorithmic trading and transaction-oriented systems – trading on one’s own and selling ready-made tools for stock markets, currency markets, and commodity markets. Alternative investments – investments in the art market, paintings, numismatics, Alternative investments – philately, and other. Mobile applications – designing and producing mobile applications to order. Mobile applications –
Organization chart Management Board of MBF Group S. A. Algorythmic trading Research and development Investments Alternative Mobile applications Capital Games and entertainment Financial services Short-term loans Conferences Intermediation Trainings Systems to order Art market Listed market Business Deposit Fairs Own investment Numismatics Unlisted market Commercial applications Loan e-Learnig Lease Public Relations Raw materials and goods Other
Financial data Quarterly results (in PLN thousands) 1400 1200 1000 800 600 400 200 -400 Revenue Net profit 15 20 3 Q 15 20 2 Q 15 20 1 Q 14 20 4 Q 14 20 3 Q 14 20 2 Q 14 1 Q 20 4 Q 20 13 13 20 3 Q 13 20 2 Q 13 20 1 Q 12 20 4 Q 12 20 3 Q 12 20 2 Q 1 Q 20 -200 12 0
Shareholding Structure 40, 000 Series A 1, 618, 000 Series E 6, 000 Series D 8, 000 Series B 8, 000 Series C The share capital of the Company consists of 1, 680, 000 (one million six hundred eighty thousand) shares per bearer, with a nominal value of PLN 2. 5 (two zlotys and fifty grosze) each. Series A, B, C, and D shares are listed in the alternative New. Connect market operating under the supervision of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S. A. ).
Share price
MBF Group MBF GROUP S. A. Kamea Consulting Sp. z o. o. (47. 06%) AJ Finanse Doradztwo Finansowe Sp. z o. o. (45%) Getbol Sp. z o. o. (26%) Instytut Biznesu Sp. z o. o. (34. 23%) OLS S. A. (30%) Pretendo Sp. z o. o. (41. 31%) Promo Polska (48. 72%) Rara Avis Sp. z o. o. (49. 64%) MBF Inwestycje Kapitałowe Sp. z o. o. (100%) MBF Financial Advisory SRL (50%)
MBF Group AJ Finanse Doradztwo Finansowe Sp. z o. o. The Company is engaged in advisory and intermediation services concerning finances, loans, and leases. It implements its service development strategy within the Silesian metropolitan area, and ultimately throughout the Silesian Province and the neighboring provinces. The development of the Company will be aided by the extensive experience of the remaining two shareholders, AJ Finanse Doradztwo Finansowe Sp. z o. o. , providing intermediation services concerning finances, loans, and leases for a few years now. The share capital of the company amounts to PLN 20, 000 (twenty thousand zlotys) and is divided into 400 shares with a nominal value of PLN 50 each. MBF Group S. A. holds 55% of the shares in AJ Finanse Doradztwo Finansowe.
MBF Group Getbol Sp. z o. o. Getbol is a discipline based on a one-on-one football game. The basics of Getbol were developed in the 1990 s. It is classified among the youngest sports disciplines in the world. In 2005, in Poland there were 2, 000 players and 21 teams practicing Getbol Sp. z o. o. has all rights to use the name, and copyrights to the discipline. Moreover, aside from popularizing the discipline, the company is engaged in the organization and preparation of events and productions related to it, including television productions. Additionally, the sport can be easily commercialized at the level of sports teams and entertainment show production. Aside from popularizing the discipline, the company is engaged in the organization and preparation of events and productions related to it, including television productions. The share capital of the company amounts to PLN 1, 000 (one million zlotys) and is divided into 10, 000 shares with a nominal value of PLN 100 each. MBF Group S. A. holds 26% of the shares in Getbol.
MBF Group Instytut Biznesu Sp. z o. o. Instytut Biznesu provides consulting and investment services in the Polish capital market, participates in initial public offerings and private offerings; as a business angel, it also aids the development of interesting ventures through its equity participation in innovative projects guaranteeing a high return on investment. At present, the company is involved in two major investment projects: Rearden Technology S. A. – design and development of the first universal smartphone watch. The watch is intended to fulfill three functions: health, entertainment, and protection. With it, the user will be able to listen to music, or use it as a so-called assistive device while practicing sports. Getbol Sp. z o. o. – project involving the popularization, development, and production of television programs featuring this sports discipline. The share capital of the company amounts to PLN 555, 000 (five hundred fifty-five thousand zlotys) and is divided into 11, 100 shares with a nominal value of PLN 50 each. MBF Group S. A. holds 34. 23% of the shares in Instytut Biznesu.
MBF Group Kamea Consulting Sp. z o. o. Kamea Consulting provides modern accounting, financial, and advisory services to companies and non-governmental organizations. It offers legal advice and assistance in terms of legally permitted tax optimization with the use of solutions going beyond the Polish borders; it also cooperates with trusted law firms in the country and abroad. The company supports and prepares reports for companies listed on the Stock Exchange. Kamea Consulting has experience in conducting transactions and setting up dedicated entities by Cypriot, Maltese, Luxembourgish, Hungarian, Swiss, Dutch, Panamanian, or American companies, as well as under other jurisdictions. The share capital of the company amounts to PLN 102, 000 (one hundred and two thousand zlotys) and is divided into 2, 040 shares with a nominal value of PLN 50 each. MBF Group S. A. holds 47. 06% of the shares in Ads Promotion.
MBF Group OLS S. A. with its registered office in Wrocław owns 49% of the shares in Szybka Pożyczka sp. z o. o. with its registered office in Wrocław, that is a company engaged in granting short-term loans. By means of due diligence conducted at OLS S. A. , the Issuer determined that there was a high probability of transferring out this company’s assets. In Szybka Pożyczka Sp. z o. o. with its registered office in Wrocław, in which OLS S. A. holds 49% of the shares, receivables amounting to about PLN 1, 900, 000 were to be found. After a detailed examination of documents in the companies OLS S. A. and Szybka Pożyczka Sp. z o. o. , no abovementioned receivables were identified. In view of the above, the Issuer approves the adoption of these resolutions and will support the designated representative in order to recover the transferred assets. The share capital of the company amounts to PLN 100, 000 (one hundred thousand zlotys) and is divided into 100, 000 shares with a nominal value of PLN 100 each. MBF Group S. A. holds 30% of the shares in OLS.
MBF Group Promo Polska Sp. z o. o. Promosalons Polska (at present: Promo Polska) is a company set up in 1993, acting as the Polish representative of the French Committee for External Economic Events, an association established in 1967 in Paris, whose mission is to promote professional trade events organized in France. At present, the organization comprises the Paris headquarters and representative bodies operating in over 60 countries around the world. The share capital of the company amounts to PLN 54, 600 (fifty-four thousand six hundred zlotys) and is divided into 78 shares with a nominal value of PLN 700 each. MBF Group S. A. holds 48. 72% of the shares in Promo Polska.
MBF Group Pretendo Sp. z o. o. is engaged in studying and analyzing the so-called difficult receivables and overdue loan market, especially in terms of claims against natural persons, partnerships, and corporations, considered uncollectible; claims against debtors who have declared bankruptcy or whose bankruptcy petitions have been dismissed; claims questioned by the debtor as to their legitimacy and amount. In the first half of 2015, the company was planning to launch a specialist auction website where one could trade in private and legal persons’ debts. The share capital of the company amounts to PLN 23, 600 (twenty-three thousand six hundred zlotys) and is divided into 472 shares with a nominal value of PLN 50 each. MBF Group S. A. holds 41. 31% of the shares in Pretendo.
MBF Group Rara Avis Sp. z o. o. Rara Avis is engaged primarily in alternative investments, that is trade in collectibles or works of art, as well as advisory services relating to such trade (so-called ”art banking”). On its offer, the company has a wide array of numismatic items, collectible coins and bills, silver items, paintings, philatelic items, and a number of other collections. Rara Avis is planning to open an auction house in Warsaw and prepare a dedicated web and mobile platform supporting the management of resources and electronic commerce. The share capital of the company amounts to PLN 110, 000 (one hundred thousand zlotys) and is divided into 2, 200 shares with a nominal value of PLN 50 each. MBF Group S. A. holds 78. 27% of the shares in Rara Avis.
MBF Group MBF Inwestycje Kapitałowe Sp. z o. o. The basic object of the economic activity of MBF Inwestycje Kapitałowe Sp. z o. o. is investment in the Polish capital market, including participation in pre-initial public offerings (pre-IPOs), as well as in initial public offerings (IPOs), and secondary public offerings (SPOs). The company will also take over any activities related to algorithmic trading on its own. The shortterm investment activity will be excluded from the current operations of the Issuer and transferred to a special-purpose vehicle. The share capital of the company amounts to PLN 60, 000 (sixty thousand zlotys) and is divided into 1, 200 shares with a nominal value of PLN 50 each. MBF Group S. A. holds 83. 33% of the shares in MBF Inwestycje Kapitałowe.
MBF Group MBF Financial Advisory SRL operates in the Romanian capital market, and its services are concerned with, among others, advice on raising capital. The company provides advice and assistance relating to pre-IPOs, and SPOs. The company is currently obtaining its Authorized Advisor’s license for the alternative Ae. Ro market operating under the supervision of the Stock Exchange in Bucharest. The share capital of the company amounts to RON 20, 000 (twenty thousand Romanian leus) and is divided into 200 (two hundred) shares with a nominal value of RON 100 (one hundred Romanian leus) each. MBF Group S. A. holds 50% of the shares in MBF Financial Advisory SRL.
Objectives for the years 2016— 2018 Maintaining the rate of growth – maintaining the increasing growth of revenue Maintaining the rate of growth – from sales (PLN 2, 000 in 2014 as compared with PLN 1, 200, 000 in 2013) and the net profit. Incentive program – introduction of an incentive program for the managerial staff Incentive program – and other key employees of the company, depending on the financial result and the share price. Investments – looking for favorable investment opportunities among companies Investments – entering the Stock Exchange, and negotiations on the recapitalization of businesses at an early stage of development. Algorithmic trading – organization and development of a team working with Algorithmic trading – automated transaction systems. Tax optimization – financial and legal advice on legally permitted tax optimization, Tax optimization – including organization of legal entities under jurisdictions of other countries with a lower tax regime.
Disclaimer This document is addressed exclusively to its recipient for promotional purposes, and contains confidential information that cannot be disclosed, transferred, or in any other way made available to entities other than the recipient of this document. Disclosing or transferring information contained in this document to an unauthorized entity is an act of unfair competition, as specified in art. 11 of the Act on combating unfair competition. Upon accepting or reading this document, you agree to certain limitations and reservations specified therein. This document does not contain or constitute a public invitation to purchase securities, or a public offering within the meaning of art. 3 pass. 1 and 2 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies. The document is not advice or a recommendation in relation to any financial instruments. Any analyses and estimates presented in this documents have been prepared for marketing purposes only, which does not mean that they reflect the actual state of MBF Group; they do not constitute a conclusive analysis of the growth of MBF Group. Any financial results achieved in the past do not constitute a reliable indicator of future performance. The information and estimates are based on assumptions adopted by MBF Group about the forecasted development of MBF Group. The company has taken the utmost care to present accurate information reflecting the state of MBF Group in this document. Any opinions presented in this document can be subject to change without any subsequent notifications. The company is not obliged to provide any additional information to the recipients or update this document. Since this documents contains a presentation based on estimated data and analyses that do not necessarily reflect the actual direction of the development of MBF Group, this document is not a recommendation to purchase securities or any assets from MBF Group. In order to receive a recommendation, interested persons are advised to conduct their own analyses and research, and to seek independent financial, tax, investment, or legal advice. This presentation is not subject to direct or indirect free distribution within the US, Australia, Canada, and Japan.
Contact us: MBF Group S. A. ul. Bysławska 82 | 04 -994 Warszawa Tel. : +48 22 350 70 98 | Fax: +48 22 350 70 13 E-mail: biuro@mbfgroup. pl Web: www. mbfgroup. pl Company entered into the Register of Entrepreneurs kept by the District Court of the capital city of Warsaw in Warsaw, 13 th Commercial Division of the National Court Register, under KRS (NCR) no. 0000380468. Share capital: PLN 4, 200, 000 (four million two hundred thousand zlotys), paid in full.
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