Slide 1: Rowsley Ltd.
Rowsley Ltd. To become a leading healthcare player in Southeast Asia Presentation March 2018
Slide 2: Disclaimer
Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITI
Slide 3: Table of contents
Table of contents 1) Key Investment Highlights 2) Growth strategy 3) Real estate business 4) Selected financial information 5) Overview of proposed acquisition 2
Slide 4: Key Investment Highlights
Key Investment Highlights “>38 years of experience in women and children’s health” “>23 years of operating track record” 3
Slide 5: Key Investment Highlights
Key Investment Highlights 1 Strong heritage and brand equity 2 Experienced management team with proven track record Leading providers of private healthcare services for women and children in 3 Singapore and Malaysia 4 Strategically located hospitals in Singapore and Malaysia 5 Ability to attract and
Slide 6: Strong heritage and brand equity as a trusted provider of O&G, paediatric and fertility services
1 Strong heritage and brand equity as a trusted provider of O&G, paediatric and fertility services Since 1979 Since 1994 Global Health and Travel Awards 2016 and 2017 Fertility Service Provider of International Fertility Clinic the Year of the Year 2016 and 2017 Singapore Service Class 2012 RTAC BSI
Slide 7: Experienced leadership team in the healthcare sector…
2 Experienced leadership team in the healthcare sector… Position Prior work experience CEO, Healthcare of Enlarged Group Executive Chairman of Thomson Medical since November 2015 and also has been an Executive Chairman of Thomson executive director and group Chief Executive Officer of TMC Life
Slide 8: Financial turnaround implemented since acquisition
2 … with a proven track record of operational and financial improvement Thomson Medical TMC Life Sciences (S$ in millions) (S$ in millions) 150.5 50.6 Financial turnaround 81.7 Profit grew 24.1 by 2x Profit grew by 12x 31.7 8.7 16.3 0.7 FY2010 FY2017 FY2013 FY2017 (Pre-acquisition) (Pre-control stak
Slide 9: Leading private healthcare services provider for women and children in Singapore
3 Leading private healthcare services provider for women and children in Singapore 1st IVF triplets (in Singapore) 187 Licensed beds >20% Total annual deliveries in Singapore Operating since 34 1979 Clinics and centres Hospital Specialty clinics Awards Insert picture here: Insert picture here: Inser
Slide 10: Multi-disciplinary tertiary care hospital and a leading provider of IVF services in Malaysia
3 Multi-disciplinary tertiary care hospital and a leading provider of IVF services in Malaysia ~100 >20 Tropicana Medical Centre Consultants Specialties operating since 6 Fertility Centres 2008 TMC Fertility Centre operating since 1994 205 Licensed beds Hospital Specialty clinics Awards Insert pictu
Slide 11: Hub-and-spoke model allows Thomson Medical to offer its services across a wide geography
4 “Hub-and-spoke” model allows Thomson Medical to offer its services to customers within a wide geographical spread Sembawang Choa Chu Kang Sengkang/Punggol Novena Medical Centre Bukit Batok/ Tampines Toa Payoh Bukit Panjang Serangoon Jurong East LEGEND: Thomson Novena Women’s clinic Orchard Novena
Slide 12: Strategic location providing good accessibility to patients in Malaysia
4 Strategic location providing good accessibility to patients in Malaysia Location next to Kota Damansara Mass Rapid Transit station and 3km away from the North Klang Valley Expressway highway Tropicana Medical Centre Expansion plan Current Target completion by 2020 Penang Ipoh MALAYSIA Currently: 2
Slide 13: Ability to attract and retain highly trained and experienced doctors and medical support staff
5 Ability to attract and retain highly trained and experienced doctors and medical support staff Contributing factors Concentration of highly skilled Strong brand Premium healthcare Attracts highly skilled professionals within positioning and facilities and and experienced reputation for clinical +
Slide 14: Growth strategy
Growth strategy “>38 years of experience in women and children’s health” “>23 years of operating track record” 13
Slide 15: Multiple growth drivers and initiatives underway
Multiple growth drivers and initiatives underway to capitalise on the increasing demand for healthcare services in the region … Current Expansion plans Singapore Thomson Build an integrated country-wide healthcare network 187 licensed beds Medical Expand current service offerings and open new
Slide 16: Future growth expected to be funded by proceeds from warrants exercise
… with future growth expected to be funded by proceeds from warrants exercise Strategic acquisition of healthcare assets Proceeds from in Singapore and the region Bonus Warrants Up to S$852.9m(1) Development of Thomson Iskandar Medical Hub Proceeds from Repayment of bank loans Piggyback Warrants Up
Slide 17: Real estate business
Real estate business “>38 years of experience in women and children’s health” “>23 years of operating track record” 16
Slide 18: Overview of real estate business
Overview of real estate business Listed on the Singapore Exchange since 2002 OUR BRANDS Diversified real estate services company Architecture, master planning, engineering, hospitality, property development and investment Leading brands, catalytic projects, deep expertise Presence in Singapore, Chin
Slide 19: Key milestones
Key milestones Acquired RSP Architects Acquired 34.72% 2013 2015 2016 2017 Acquired 65% stake in Acquired Ariva for S$187.5 million stake in RSP India Squire Mech for Hospitality for for $20.6 million S$19.5 million S$10 million Announced £40million 2015 St. Michael’s JV 2017 2016 Acquired 50% stake
Slide 20: Real estate business
Real estate business Rowsley Ltd. Property Design and Hospitality development and Engineering investment RSP Architects Hotel Vantage Bay Planner & Engineers Football Healthcare City Squire Mech Cafe Football St. Michael’s AC Consortium Stock Exchange Hotel GG Collections Ariva Hospitality 19
Slide 21: Rowsley: Design and engineering business
Rowsley: Design and engineering business RSP Architects Planner & Engineers Squire Mech AC Consortium One of the most established Incorporated in 1977, Squire Mech is Incorporated in 1999, AC Consortium architectural practices in Singapore a leading firm of professional Pte Ltd is a leading in
Slide 22: Rowsley: Hospitality business
Rowsley: Hospitality business Hospitality assets Description Hotel Football is a football themed hotel located across Old Trafford stadium A four-star 134-room hotel with a rooftop football pitch that has also become a popular events venue, a Old Trafford Supporters Club bar lounge, and conferen
Slide 23: Rowsley: Property development and investment business
Rowsley: Property development and investment business Vantage Bay Healthcare City St. Michael’s Strategically located in the heart of Iskandar Malaysia and in A joint venture agreement to invest in a landmark mixed-use Johor Bahru’s City Centre development in Manchester, St. Michael’s Within 1
Slide 24: Experienced management team – Real estate
Experienced management team – Real estate Position Prior work experience Prior to joining Rowsley, he spent ten years in the media industry where he headed the business development CEO, real estate of the function for CNBC Asia Pacific and was also the Chief Financial Officer for NBC Universal’s
Slide 25: Selected financial information
Selected financial information “>38 years of experience in women and children’s health” “>23 years of operating track record” 24
Slide 26: Financial performance – Healthcare
Financial performance – Healthcare Breakdown of revenue by revenue type Breakdown of revenue by geographical locations (in S$ million) (in S$ million) 2015-17 CAGR: 6% 193.3 199.3 193.3 199.3 177.2 2.6 2.8 177.2 2.6 44.1 48.9 67.4 68.8 40.9 60.4 127.7 136.3 149.2 150.4 114.2 123.3 2015 2016 2017 201
Slide 27: Financial performance – Real estate
Financial performance – Real estate Income statement (S$ million) 2015 2016 2017 Revenue 83.0 A 103.1 B 93.9 Revenue –A Increase in 2016 was due to the acquisition of Squire Mech Other income 15.1 12.2 10.2 in Aug 16, and full year contribution of UK Hospitality Staff costs C (56.6) (69.3) (72.2) ac
Slide 28: Financial position – Real estate
Financial position – Real estate Balance sheet (S$ million) 2015 2016 2017 Balance sheet (S$ million) 2015 2016 2017 Current assets Current liabilities Development property 143.2 140.2 143.2 Excess of progress billings over WIP 3.8 3.7 5.6 Work-in-progress 40.1 35.9 32.4 Trade and other payables 21.
Slide 29: Unaudited pro forma debt and cash position as of Sep 2017
Unaudited pro forma debt and cash position as of Sep 2017 (in S$ million) S$ 30m loan from Maybank – To be drawn down for working capital and in 600 142 connection with the Proposed Warrants Acquisition, 30 27 Rowsley for the acquisition of TMC Life Sciences warrants 115 Sasteria S$ 350m loan from M
Slide 30: Overview of proposed acquisition
Overview of proposed acquisition “>38 years of experience in women and children’s health” “>23 years of operating track record” 29
Slide 31: Acquisition of Sasteria and issuance of warrants by Rowsley
Acquisition of Sasteria and issuance of warrants by Rowsley Item Overview Acquiror Rowsley Ltd (“Rowsley” or “Company”) Vendor Mr Lim Eng Hock Proposed The consideration of S$1,600,000,000 for Sasteria (“Target Group”), which will be satisfied through the issuance Shares and allotment of 21,333,333,
Slide 32: Transaction structure overview
Transaction structure overview Pre-acquisition as at 15 February 2018 Post-acquisition(1) Vendor Others Vendor Others 45.36% 54.64% 90.07% 9.93% Rowsley (to be renamed Rowsley Thomson Medical Group Limited)(2) 100% 100% Sasteria Existing Sasteria Existing business business 100% 100% To own 597,319,1
Slide 33: Shareholding structure
Shareholding structure Assuming all of the Assuming none of Assuming Peter Lim is Bonus Warrants are Assuming all of the the Bonus Warrants the only shareholder exercised and none of Bonus Warrants and and Piggyback who exercises the the Piggyback all Piggyback Before the Proposed Warrants are Bonus
Slide 34: Summary of approvals sought
Summary of approvals sought Ordinary Proposed Acquisition and the proposed allotment and issuance of 21,333,333,334 Consideration Shares Resolution 1 Contingent on Ordinary Resolution 4 Ordinary Proposed Bonus Issue of Bonus Warrants Resolution 2 Contingent on Ordinary Resolution 1, 3, 4 Ordinary Pr
Slide 35: Indicative timetable
Indicative timetable Appoint a proxy to vote on your behalf by returning the duly signed Proxy Form 21 March 2018 at 10.00am Date and time of EGM (Venue: Holiday Inn Singapore Atrium) 23 March 2018 at 10.00am Expected last date for Shares to trade cum-rights to the Proposed Bonus Issue of Bonus 3 Ap
Slide 36: Appendix: Unaudited pro forma financials
Appendix: Unaudited pro forma financials “>38 years of experience in women and children’s health” “>23 years of operating track record” 35
Slide 37: Unaudited pro forma income statement post acquisition
Unaudited pro forma income statement post acquisition Year ended Dec-2016 9M ended Sep-2017 Income statement (S$ million) Rowsley Sasteria Adjustments Pro forma Rowsley Sasteria Adjustments Pro forma Revenue 103.1 198.0 (4.5) 296.6 71.2 148.2 - 219.5 Other income 12.2 6.9 - 19.1 6.9 5.8 - 12.7 Mater
Slide 38: Unaudited pro forma balance sheet post acquisition
Unaudited pro forma balance sheet post acquisition Year ended Dec-2016 9M ended Sep-2017 Balance sheet (S$ million) Rowsley Sasteria Adjustments Pro forma Rowsley Sasteria Adjustments Pro forma Current assets Development properties 140.2 - - 140.2 140.2 - - 140.2 Work-in-progress 35.9 - - 35.9 38.3
Slide 39: Unaudited pro forma balance sheet post acquisition
Unaudited pro forma balance sheet post acquisition Year ended Dec-2016 9M ended Sep-2017 Balance sheet (S$ million) Rowsley Sasteria Adjustments Pro forma Rowsley Sasteria Adjustments Pro forma Current liabilities Excess of progress billings over work-in- 3.7 - - 3.7 6.0 - - 6.0 progress Trade and o
Slide 40: End of Presentation Thank You
End of Presentation Thank You