Centurion Motor Exchange Business Plan — Investment Case and Valuation

The return profile, valuation basis and exit assumptions, and what the numbers do and do not support.

Section 22 of 28

Investment Case and Valuation

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The Investor earns 1.99x and 18.0%, adequate for patient capital, short of a buy-out hurdle

Table 22.1: Investor returns, base case

Measure

Value

Investor ownership

40% after Tranche A; 50% after Tranche B

Entry valuation (post-money)

Tranche A R30m; Tranche B R72m; blended R48m for 50%

Total invested by the Investor

R24m

FY32 EBITDA

R15.4m

Exit multiple (EV / EBITDA)

5.0x

Enterprise value at exit

R77.0m

Add: net cash (excluding floor-plan)

R18.6m

Equity value at exit

R95.6m

Investor proceeds (50%)

R47.8m

Investor MOIC / IRR

1.99x / 18.0%

Founder proceeds, MOIC and IRR

R47.8m; 8.0x; 51.4%

Payback

At exit (no distributions in the plan period); c. 5 years from close

Return on invested capital, FY32

34.8%

IRR measured monthly from financial close (month 0) to exit at the end of FY32 (month 60).

A DCF supports the entry price: the project’s NPV of R16.5m roughly equals the value the Founders bring

Table 22.2: Discounted cash-flow valuation (free cash flow to the firm, R million)

FY28

FY29

FY30

FY31

FY32

EBITDA

(2.5)

2.7

7.4

13.3

15.4

Tax on EBIT (unlevered, no loss shield)

–

(0.3)

(1.0)

(2.7)

(3.2)

Capital expenditure

(11.1)

(11.2)

(0.4)

(0.5)

(0.5)

Increase in net working capital

(21.8)

(10.9)

(16.5)

(5.7)

(4.5)

Floor-plan funding (operating)

15.1

8.4

10.7

3.9

3.1

Free cash flow to the firm

(20.3)

(11.3)

0.1

8.3

10.3

Discount factor (mid-year)

0.918

0.774

0.652

0.550

0.464

Present value

(18.7)

(8.8)

0.1

4.6

4.8

Valuation input / output

Value

Cost of equity: risk-free 9.5% + beta 1.2 × ERP 6.0% + size and specific risk 6.0%

22.7%

After-tax cost of debt (12.5% pre-tax); 30% debt weighting

9.1%

WACC

18.6%

Terminal growth

5.0%

PV of FY28–FY32 free cash flow

(R18.0m)

Terminal value (FY32), implied EV/EBITDA

R81.2m (5.3x)

PV of terminal value

R34.6m

Enterprise value at close (= project NPV, as all investment is inside the forecast)

R16.5m

Indicative equity value once all equity is invested (NPV + R30m)

R46.5m

Investor’s R24m as a share of that value

51.6%

The DCF indicates that, once all R30m of equity is invested, the business is worth about R47m; the Investor’s R24m would buy 52% at that value against the 50% it receives. The ownership terms are therefore approximately fair. The terminal value’s implied 5.3x multiple is consistent with the 5.0x exit assumption.

1: Investor returns by exit multiple and by ownership
Figure 1. 1: Investor returns by exit multiple and by ownership

Table 22.3: Multiple-based valuation and structuring alternatives

Exit EV/EBITDA

4.0x

4.5x

5.0x

5.5x

6.0x

Investor IRR

13.2%

15.7%

18.0%

20.2%

22.3%

Investor MOIC

1.67x

1.83x

1.99x

2.15x

2.31x

Investor shareholding for R24m

50%

55%

60%

65%

Investor IRR

18.0%

20.7%

23.2%

25.6%

Investor MOIC

1.99x

2.19x

2.39x

2.59x

Founder IRR on R6m

51.4%

48.3%

44.8%

41.0%

Market evidence versus model assumptions

JSE-listed vehicle retailers provide a reference point for exit pricing, but a two-site private business would trade at a substantial discount to them for size, liquidity and concentration. We have not identified reliable public precedent-transaction data for sub-R100m independent dealerships, so the 5.0x exit multiple is a Company assumption rather than a market observation; the sensitivity range of 4.0x–6.0x brackets it. Market growth, used-car pricing and competitor data in this memorandum are drawn from published sources; volumes, margins, costs, discount rates and multiples are assumptions.