Issue of Mandatory Convertible Bonds on a Rights basis FINANCIAL ADVISOR & ISSUE MANAGER

Transcription

1 Issue of Mandatory Convertible Bonds on a Rights basis FINANCIAL ADVISOR & ISSUE MANAGER

2 Important notice This presentation (the Presentation ) has been prepared by Renaissance Services SAOG (the Company or Renaissance ) solely for use at the press presentation to investors being held in connection with the contemplated issue of Mandatory Convertible Bonds on a Rights basis. This Presentation is strictly confidential and is furnished to you solely for your information. should not be treated as giving investment advice and may not be copied, reproduced, distributed or otherwise made available (in whole or in part) to any other person (including any member of the press) and it may not be published, in whole or in part, by any medium for any purpose. No specific investment objectives, financial situation or particular needs of any recipient have been taken into consideration in connection with the preparation of this Presentation. This Presentation does not constitute or form part of an offer or invitation to sell or issue securities of the Company ( Securities ) or any other securities, or the solicitation of an offer to purchase or subscribe for Securities, or an offer to underwrite or otherwise acquire Securities or any other securities. Neither the Presentation nor any part of it may be relied on in connection with any contract, commitment or investment decision in relation to the Securities. Any purchase of Securities in the initial public offering should be made solely on the basis of information contained in the prospectus published in respect of the initial public offering. The information included in this Presentation is given as of the date hereof and is subject to change without notice. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained in this Presentation. None of the Company, its advisors or any of their respective representatives or affiliates undertakes to update, complete, revise or amend the information contained in this Presentation subsequent to the date hereof. Furthermore, none of the Company, its advisors or any of their respective representatives or affiliates shall have any liability whatsoever (in negligence or otherwise) for any loss, whether direct or indirect, howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with this Presentation. This Presentation contains certain forward-looking statements that speak only as of the date of this Presentation. Forward-looking statements involve all matters that are not historical fact and generally can be identified by words or phrases such as aim, anticipate, believe, expect, estimate, goal, intend, objective, plan, predict, project, shall, will, will continue, will pursue or other words or phrases of similar import. Similarly, statements that describe Renaissance s strategies, objectives, plans or goals are also forward-looking statements. Such statements are made on the basis of assumptions and expectations that the Company currently believes are reasonable, but could in the future prove to be wrong. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual outcomes to differ materially from those contemplated by the relevant forward-looking statement. Renaissance, and each of its directors, officers, employees and advisors (including Bank Muscat SAOG), and their respective affiliates expressly disclaim any obligation to update, complete, amend or otherwise revise any forward-looking statements in this Presentation to reflect circumstances arising after the date of this Presentation, or to reflect the occurrence of underlying events, even if the underlying events do not come to fruition or differ from actuality, except as required by applicable law or regulation. These materials must not be sent, transmitted or otherwise distributed in, into or from, the United States, Australia, Canada or Japan. This Presentation is not an offer of Securities for sale in the United States. Securities will not be registered under the US Securities Act of 1933 as amended (the Securities Act ), and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of Securities in the United States. No Securities will be registered under the applicable securities laws of any state or jurisdiction of Australia, Canada or Japan. In relation to the Sultanate of Oman the information contained in this Presentation does not constitute a prospectus, or an offer document, relative to the offering of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 4/74 as amended) or the Capital Market Law of Oman (Royal Decree 80/98 as amended) or the Executive Regulations of the Capital Market Law (issued pursuant to Decision No.1/2009). Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients of this Presentation shall, under any circumstances, create any implication that there has been no change in the affairs of the Company subsequent to the date hereof. By attending this Presentation or by accepting any copy of the materials presented, you agree to be bound by the foregoing, including the confidentiality obligation set forth above. Failure to comply with such confidentiality obligation may result in civil, administrative or criminal liabilities. 2

3 Activities by industry Marine Owns and operates OSVs Supports clients in offshore oil & gas exploration, development and production CSG Provides PACs on a build, own, operate basis Operates contract catering, operations and maintenance services Engineering Fabrication, construction and maintenance services to oil & gas clients Ship building and repair services to marine industry Marine CSG Engineering Renaissance is primarily an oil and gas field services company Excludes Marine activities in South America 3

4 Renaissance Services SAOG Strong core businesses, marine and CSG Robust industry fundamentals Dominant market position and strong client relationships Committed contractual future revenue Record of resilience through economic downturn Young, diversified and high-specification fleet with high historical utilization Build, Own and Operate PAC facilities with higher occupancy Experienced management team The Company is a multi-national Omani conglomerate with an asset base of over OMR 655 million operating in over 19 countries 4

5 Renaissance Services - This is Our DNA Vision We want Renaissance to be recognized as a world-class, internationally competitive, premier oil & gas service company. This shall be achieved through the quality of our customer service; good governance; outstanding HSE, Quality and MIS systems; a sustained growth and profit record; and a proven ability to improve the economic well-being and quality of life of all stakeholders. Values PEOPLE HEALTH, SAFETY & ENVIRONMENT (HSE) INTEGRITY REWARD EFFICIENCY & PRODUCTIVITY CUSTOMERS GROWTH MERIT SOCIAL RESPONSIBILITY TRANSPARENCY QUALITY PROFIT Modus Operandi Safe, Efficient, Green, Local Safe: No harm to people Efficient: Cost-effective quality services Green: No harm to the environment Local: Serious about in-country value 5

6 Contents 1. The Issue 2. Industry overview 3. Marine business 4. Contract Services business 5. Engineering business 6. Financial restructuring 7. Summary of the opportunity 6

7 FINANCIAL ADVISOR & ISSUE MANAGER 1. The Issue

8 Key terms of the Issue Instrument Issue Size Mandatory Convertible Bonds (MCBs) 423,141,678 MCBs aggregating to OMR 43,160,451 at the Issue Price Greenshoe option The Issuer shall have the right to accept Applications for an additional 90 million bonds totaling OMR 9,180,000 in case of an oversubscription Issue Price OMR (inclusive of Baiza 2 as Issue Expenses) per MCB payable in full on subscription Eligibility Each existing Shareholder is entitled to subscribe for 1.5 MCBs for every Share held by the Shareholder in the Issuer. The Rights will be tradable on the MSM between 10 July 2012 to 16 July 2012 Coupon 3.75% paid out annually in the form of Shares of the Issuer. Subject to EGM approval. In case EGM approval is not obtained the Issuer shall settle the Coupon in cash. The number of Shares to be issued will be calculated at the Coupon Conversion Price Conversion The MCBs shall be converted at Face Value through conversion into Shares of the Issuer at the Conversion Price equally at the third, fourth and fifth anniversary of the Issue Conversion Factor The conversion factor to be used at the time of each conversion shall be 1.7 Period of 10 July 2012 to 24 July 2012 subscription Note: For full Issue terms please refer to the Prospectus document 8 8

9 The instrument: MCBs The MCB is a quasi equity instrument that offers investors an internal rate of return of 16.9% in the form of a coupon of 3.75% per annum and 13.15% per annum as redemption premium The Conversion factor of 1.7 will lead to a discount of over 40% to the then prevailing stock price Shares issued at each Conversion are defined in absolute OMR terms, rather than number of Shares, thus preserving the investor s return 9

10 The instrument: a worked example OMR (unless stated) At issue Year 1 Year 2 Year 3 Year 4 Year 5 No. of Shares held 1000 Rights entitlement 1500 Face Value Issue Price Coupon 3.75% Conversion Factor 1.7 Number of MCBs Redemption (500) (500) (500) Coupon payable (OMR) Redemption Amount (OMR) Summary cash flow (153.0) Market/ conversion price (OMR) Shares issued in lieu of total return The instrument returns an overall IRR of 16.9% 1 Assumed market price of shares is purely illustrative 10

11 Purpose of the Issue The Company has invested over OMR 500 million over last six-year period, 1 the majority of which was made in the Marine and CSG businesses The Issue will strengthen Renaissance s balance sheet and provide growth capital to drive revenue and profit growth The Marine business offers significant investment opportunities with high revenue visibility and profitability 85% of future capex likely to be allocated to the Marine business, as the Company will look to add eight to ten new vessels on an annual basis The CSG business is also expected to add new room capacity in Oman 1 Relates to the years 2006 to

12 FINANCIAL ADVISOR & ISSUE MANAGER 2. Industry overview

13 Industry overview The global demand for oil is expected to increase steadily between 2011 and 2030 Oil demand and production capacity Oil & gas production from existing fields could fall from 100 mbpd to 40 mbpd between 2010 and 2030 Significant investment in both new onshore and offshore assets will be required to ensure growing demand for oil & gas is met There will be increasing focus on offshore production and, in particular, on deeper and harsher offshore environments Source: Topaz compilation, based on information from IEA World Energy Outlook Source: ODS-Petrodata 13

14 Industry overview Global upstream capital expenditure on onshore and offshore field development of oil and gas increased from OMR 66 billion in 2003 to OMR 156 billion in 2010 Capital expenditure in the global offshore upstream oil and gas industry is expected to increase by a CAGR of 11% between 2011 and 2014 Only 14% of proven oil reserves are located offshore. Accordingly, offshore upstream capex is expected to grow at 11% per annum on average in the three year period ending 2014 Deep-water production as a proportion of offshore production is expected to account for 9.5% of total offshore production by 2020 compared with just 4.6% in 2000 Oil production by site Source: ODS-Petrodata, based on information sourced from the International Energy Agency, IEA, BP Statistical Review of World Energy and Modec Inc. Source: ODS-Petrodata 14

15 FINANCIAL ADVISOR & ISSUE MANAGER 3. Marine business

16 RO thousand Financial performance 110, % 112,502 60% 100,000 90,000 80, % 47.1% 95,500 93, % 50% 40% 70,000 75,227 30% 60,000 50,000 20% 40,000 30,000 20,000 48,801 53,232 44,953 34, * Revenue EBITDA EBITDA Margin 10% 0% The Marine business has consistently delivered growth *EBITDA for Before Extraordinary Expenses of OMR 5.22 million 16

17 Industry trends As the importance of deep-water activity increases, demand for newer, more sophisticated OSVs is likely to increase The global fleet of supply vessels currently consists of 1400 shallow water and 1379 deep water vessels 1 The top 25 OSV operators account for 54% of the global OSV fleet 23% of OSVs globally are over 25 years of age. The same is true for 36% of shallow water and 7% of deep water fleets globally Supply of OSVs is forecast to exceed demand in the period to 2014, but the proportion of OSVs under 25 years old is expected to fall short of forecast demand from 2012 Source: ODS-Petrodata 1 As at 31 December

18 Industry trends and outlook Demand for supply vessels expected to exceed supply to 2014 Oil production in 2015 Forecast Oil production in mbpd 5.5 mbpd 3.7 mbpd 3.1 mbpd 100% 20% 80% 51% 60% 89% 92% 40% 80% 20% 49% 0% 11% MENA W. Africa Caspian 8% Brazil Offshore Onshore Growing demand for OSV for both shallow and deep-water environments Source: ODS-Petrodata,

19 Utilisation rates Historical realised average day rates across the fleet* (USD/day) Average: 8,728 10,616 9,383 8,451 8,376 Topaz Marine has demonstrated a steady increase in realised day rates across the fleet in the period 2007 to This day rate increase has been achieved despite the turbulent market conditions. The day rates have gone up from USD 6,813 in 2007 to USD 10,616 in 2011, an increase of over 56% ,813 The day rate increase has been achieved through a strategic investment in new & high yield vessels across both Caspian & MENA region Steady increase in average day rates since 2007 * Realised average day rates calculated for each vessel as annual revenue generated divided by number of days worked in the relevant year. 19

20 Higher utilisation 100% Utilisation peer analysis/ trends Better utilization when 90% 88% 90% compared to industry peers 82% in spite of challenging times Higher utilization rate 80% 70% 75% 73% 73% 70% 70% 70% reflects fleet age; technology profile and delivery of quality 60% 57% 63% results 50% 49% 40% Topaz Marine Average MENA Average Sub Sahara Average Asia Pacific The average fleet age is 6.5 years compared with a global average of 11.7 years Source: ODS-Petrodata,Tidewater 20

21 Strategic update The business was awarded a new three year charter for six vessels with two year renewal option by Saudi Aramco worth OMR 34 million with deployment in Q The business is currently replacing older vessels with new, technologically superior vessels The business s OSVs were recently valued at OMR million compared with a book value of OMR 339 million 21

22 FINANCIAL ADVISOR & ISSUE MANAGER 4. Contract Services business

23 RO thousand Financial performance 120, % 100, % 21.15% 20.41% 100, % 80,000 84, % 15.0% 60,000 61,907 64, % 40,000 20,000 13,164 13,728 17,189 19, % Revenue EBITDA EBITDA Margin 0.0% The CSG business has been recording increase in profits despite the cost increase in

24 PAC business S. No. Particulars No. of Rooms Annual Avg. Occupancy (%) Jan-Apr Fahud % 84% 96% 99% 2 Nimr % 88% 59% 94% 3 Qarn Alam % 98% 77% 100% 4 Marmul N/A N/A 15% 85% 76% 5 Bahja N/A N/A 21% 53% 73% 6 Saih Rawl N/A N/A 206 N/A 60% 53% 87% Total 1,608 2,776 3,667 89% 61% 71% 85% N/A: CSG opened new PACs at Marmul and Bahja in Q

25 Investing for growth 250, , , ,000 50,000 0 Meals Served Per Day Continue to bid for large scale international projects and service contracts, if and when opportunities arise (including major regional sporting events) Continue to develop scale and size in existing overseas markets: Angola and Norway Continue to target large contract opportunities in Qatar as a potential new market, with possible interest in other GCC countries Develop regional and international procurement capability, using new-built central facilities as a hub, to drive down unit food costs for the company and clients Contract Services Group: Investing in facilities and infrastructure 25

26 Strategic update Since the launch of PACs in Oman in 1998, other GCC nations such as UAE and Saudi Arabia have also expressed interest in setting up PACs EBITDA margin fell to 19% in 2011 on account of the increase in minimum wages (March 2011) Pricing has since been adjusted to account for the increase in operating cost and margins are expected to return to pre 2011 levels of 20% The catering business has successfully expanded through JVs and acquisitions and is now active in Oman, Norway, Angola, Afghanistan and UAE The business has been operating successfully in Iraq for the last 9 years 26

27 FINANCIAL ADVISOR & ISSUE MANAGER 5. Engineering business

28 The business 28

29 RO thousand Financial performance 85,000 75, % 9.5% 12% 10% 8% 65,000 87, % 6% 55,000 45,000 35,000 25,000 15,000 5,000 77,591 65,554 66,411 9,298 6,573 6, % 4% 2% 0% -2% -4% -6% -8% (5,000) * (4,869) -10% Revenue EBITDA EBITDA Margin The Engineering business has been profitable in recent years but underperformed in 2011 *EBITDA for Before Extraordinary Expenses of OMR 6.19 million 29

30 Challenges in the business Topaz Engineering was profitable up to 2010 until it recorded an EBITDA loss of OMR 4.9 million in 2011 Topaz Engineering has been split into Topaz Marine and Topaz Engineering to increase operational efficiency and refocus the business Ship repair division: Profitable. But considering JV opportunities Ship building division: Suffering from low order book and losses in 2011 and Q (historically a marginally profitable division). Considering JV opportunities Oil & gas division: Historically profitable but loss making in 2011 and 2012 due to cost overruns and delays. Considering JV opportunities with specialist oil & gas engineering firms 30

31 Strategic update The business is still completing one legacy lossmaking contract that is expected to have a negative impact on profitability in the first nine months of 2012 The business has won several new small to midrange profitable contracts The ship repair division has returned to profit, whereas the ship building division is still loss making The division is building two sister 80-T AHTS vessels for Topaz Marine. One is currently undergoing sea trials and commissioning for delivery 31

32 FINANCIAL ADVISOR & ISSUE MANAGER 6. Financial restructuring

33 Financial restructuring program The financing program for Marine was launched in September 2011 with the aim of raising OMR 146 million Of this, it has successfully refinanced OMR 55 million in Phase 1 and released OMR 23 million of trapped equity The OMR 55 million refinancing has increased the maturity profile of the loans The Company has also successfully refinanced OMR million relating two PACs in Oman, which has released OMR 10 million of trapped equity 33

34 FINANCIAL ADVISOR & ISSUE MANAGER 7. Summary of the opportunity

35 Summary A large proportion of the proceeds will go into buying new vessels, as the business is looking to add eight to ten vessels on an annual basis The CSG business is also expected to add new room capacity in Oman Collectively this will require OMR 300 million over the next four to five years, with 85% being allocated to the Marine business The Marine and PAC assets have a minimum life of about 25 years and the average payback period of new investments is in the range of 5-6 years 35

36 Investment highlights Attractive returns of 16.9% (IRR) commensurate with risk Protection from share price fluctuations A combined yield and capital return profile 36

37 FINANCIAL ADVISOR & ISSUE MANAGER THANK YOU

38 FINANCIAL ADVISOR & ISSUE MANAGER Q & A

39 FINANCIAL ADVISOR & ISSUE MANAGER SUPPORTING SLIDES

40 FINANCIAL ADVISOR & ISSUE MANAGER A. Summary overview of historical performance

41 Summary profit and loss Amounts in OMR 000 Q1 2012* Revenue 74, , , , ,260 Operating expenses (57,791) (221,126) (176,209) (172,907) (167,567) Gross profit 16,232 68,796 77,220 74,683 66,693 Administrative expenses (7,408) (31,505) (28,457) (34,106) (29,276) Profit from operations 8,824 37,291 48,763 40,577 37,417 Net finance costs (4,870) (18,194) (10,338) (7,845) (10,103) Other non-operating expenses - (11,418) Share of profit from associate companies (10) (202) Net gain (loss) on investments (7) 6,290 Amortisation of intangible assets (5) (33) (13) (34) (83) Net profit before income tax 3,939 7,756 38,783 32,691 33,319 Income tax expenses (1,940) (5,465) (6,501) (4,181) (7,122) Net profit for the year 1,999 2,291 32,282 28,510 26,197 * Unaudited 41 41

42 Key performance ratios I Growth Asset growth (%) 16.3% 25.48% 20.36% 34.94% Revenue growth (%) 14.4% 2.36% 5.69% 17.59% Profitability Return on Average Assets (%) 0.38% 6.39% 6.95% 8.09% Return on Average Equity (%) 1.18% 17.73% 18.57% 21.12% Net Margin (%) 0.79% 12.74% 11.51% 11.18% EBITDA Margin (%) 22.18% 28.05% 24.95% 26.07% 42 42

43 Key performance ratios II Price Price (year end closing price) RO EPS RO (0.004) BVPS RO P/E (x) NA Price/Book(x) Leverage Total Debt/Total Assets (%) 56.45% 51.29% 42.89% 41.13% Total Debt/Equity including minority interest (x)

44 FINANCIAL ADVISOR & ISSUE MANAGER B. One-off items

45 Summary of one-off items # Item OMR millions 1 Topaz IPO costs Cancellation of a mud barge building contract by a client Amortization of debt arrangement costs relating to the loans subject to refinancing A client claim against Topaz for foreign tax credit availed by Topaz Cancellation of contract by a client Loss on account of exit from a JV in Kazakhstan Performance bond claim in relation to a module fabricated by Topaz Engineering Liquidated damages claim by a client 0.39 Total