Tuas Ltd. · ASX:TUA
Tuas — Merger or Acquisition (August 2025)
30 slides from Tuas's merger presentation, Aug 11, 2025
Slide 1: Acquisition of M1 and equity raising
Tuas Limited Acquisition of M1 and equity raising 11 August 2025 1
Slide 2: Important notice and disclaimer
Important notice and disclaimer This investor presentation (Presentation) is dated 11 August 2025 and Offer Booklet and the application form. distributed or released in the United States. By accepting this has been prepared by Tuas Limited (ABN 70 639 685 975) (Tuas or the Presentation, you represen
Slide 3: Important notice and disclaimer (cont.)
Important notice and disclaimer (cont.) The pro forma historical financial information has been prepared by past, present or future. or assumptions, new information, future events or results or Tuas in accordance with the measurement and recognition principles, otherwise, nor does any of Tuas, its r
Slide 4: Important notice and disclaimer (cont.)
Important notice and disclaimer (cont.) The Lead Manager (or its affiliates) may, for its own account, write officers, partners, employees, agents or advisers have authorised, that discretion, to the maximum extent permitted by law in respect of derivative transactions with those investors relating
Slide 5: Transaction overview
Transaction overview Transaction • Tuas Limited, through its subsidiary Simba Telecom Pte Ltd (“Simba”), has entered into a Share overview Purchase Agreement with Keppel Konnect Pte Ltd and Konnectivity Pte Ltd to acquire 100% of M1 Limited (excluding its information and communications technology (“
Slide 6: Transaction overview (cont.)
Transaction overview (cont.) Equity raising • Tuas is seeking to raise minimum of A$416m (S$348m) by way of a non-underwritten institutional Placement and Share Purchase Plan • The floor price for the offer will be A$5.24 per share representing a 4.9% discount to Tuas’s closing price on Friday 8 Aug
Slide 7: Simba has demonstrated a track record of growth
Simba has demonstrated a track record of growth Since inception, Simba has demonstrated sustained mobile growth and more recently launched a broadband offering. The group has also improved its EBITDA margins and is well positioned for the next phase of growth Simba subscriber growth – mobile Revenue
Slide 8: A transformational acquisition to become a full-service telco
A transformational acquisition to become a full-service telco M1 is a transformational opportunity to strengthen Simba’s market position in Singapore. The acquisition will expand Simba’s mobile position, accelerate the expansion into broadband and provides an established enterprise platform M1 is a
Slide 9: Overview of M1
Overview of M1 M1 Limited is a Singaporean digital network operator that provides a range of communication services to both retail and enterprise customers M1 overview M1 snapshot • Established in 1994 as MobileOne, M1 launched commercial services in 1997, becoming one of Singapore’s first mobile op
Slide 10: Strategic rationale
Strategic rationale The acquisition of M1 is strategically compelling for Simba to boost its network scale, efficiency and innovation whilst enhancing its competitive edge and customer experience 1 Enhanced network scale, • Strategic overlay of the networks will result in a dense network with superi
Slide 11: Market consolidation
Market consolidation Market consolidation will allow for a superior customer value proposition, resulting from increased efficiency and innovation that will be enabled by healthier competition between market operators Prepaid mobile market share1 Postpaid mobile market share1 Broadband market share1
Slide 12: FY25 outlook
FY25 outlook Tuas is on track to meet the outlook expectations announced in its 1H FY25 results release • FY25 mobile subscriber growth more than 200k • Expansion of subscriber acquisition channels including 7-Eleven and all Changi Airport Terminals • Mobile and broadband CAPEX guidance of $50 to $5
Slide 13: Equity Raising
TUAS Equity Raising
Slide 14: Equity raising details
Equity raising details • Non-underwritten institutional placement of approximately A$366m1 (SGD306m2) (Placement) and non-underwritten share Offer Structure purchase plan (SPP) under which Tuas is targeting to raise ~A$50m (SGD42m2) and Size • The Placement will result in ~69.9m new fully paid ordin
Slide 15: Placement and SPP timetable
Placement and SPP timetable Event Date Record date for SPP (7:00 pm) Friday, 8 August 2025 Trading halt, announcement of Acquisition, Placement and SPP Monday, 11 August 2025 Placement bookbuild opens Monday, 11 August 2025 Placement bookbuild closes Monday, 11 August 2025 Announcement of the comple
Slide 16: Appendix A: Key Risks
TUAS Appendix A: Key Risks
Slide 17: Risks
Risks Introduction This section describes some of the potential risks associated with an investment in Tuas. An investment in Tuas is subject to risks specific to Tuas and its business and is also subject to general risks. References to Tuas in this section include the business operated by Simba. Th
Slide 18: Risks (cont.)
Risks (cont.) M1's future earnings may Tuas has undertaken commercial due diligence and has engaged professional advisors to undertake financial, tax and business analysis of M1 in order to not be as expected determine its attractiveness to Tuas and whether to pursue the Acquisition. It is possible
Slide 19: Risks (cont.)
Risks (cont.) Tuas may not successfully The integration of a business of the size and nature of M1 carries risk, including potential delays or costs in implementing necessary changes and difficulties in integrate M1 or realise integrating various operations. The success of the Acquisition, and the a
Slide 20: Risks (cont.)
Risks (cont.) Funding the Acquisition – Tuas intends to fund the Acquisition in part by debt funding. Simba (and Tuas as guarantor) have received signed bilateral debt commitment letters from a debt funding number of lenders and will establish a new syndicated debt facility prior to completion of th
Slide 21: Risks (cont.)
Risks (cont.) Risks relating to Tuas and its business Tuas is subject to Tuas conducts its core operations through the Singapore telecommunications business operated by Simba Telecom Pte Ltd (Simba). Simba and its operations are government regulations subject to various laws and regulations includin
Slide 22: Risks (cont.)
Risks (cont.) Operational and network Tuas’s operations are heavily reliant on the performance, integrity and security of its mobile network infrastructure reliability, including physical assets and infrastructure risk technology systems for service delivery, billing, customer management, and cybers
Slide 23: Risks (cont.)
Risks (cont.) Reliance on key suppliers Simba relies on third party suppliers with respect to many aspects of its business. In particular, it has relied, and will continue to rely, on third parties for the to the Simba business construction and operation of its mobile network and it relies on networ
Slide 24: Risks (cont.)
Risks (cont.) Customer growth and Tuas’s business depends on its ability to retain its existing customers, particularly in Singapore, and Tuas’s growth depends on its ability to attract further business retention risk from existing customers and to attract new customers. Customer acquisition and chu
Slide 25: Risks (cont.)
Risks (cont.) Cybersecurity incidents Cybersecurity incidents, improper access to, or disclosure of, Tuas’s data or customers’ data, or other cyberattacks on, or cybersecurity breaches relating to, Tuas’s could significantly disrupt or its customers’ systems, could expose Tuas or its customers to a
Slide 26: Risks (cont.)
Risks (cont.) General investment risks Tuas is subject to changes Tuas must report and prepare financial statements in accordance with prevailing accounting standards and policies. There may be changes in these accounting in accounting policy standards and policies in the future which may have an ad
Slide 27: Risks (cont.)
Risks (cont.) Tuas’ share price may The market price of Shares will fluctuate due to various factors including general movements in interest rates, the Australian and international investment fluctuate and trading in markets, economic conditions, global geo-political events and hostilities, investor
Slide 28: Appendix B: International Offer Restrictions
Appendix B: International Offer Restrictions 28
Slide 29: International offer restrictions
International offer restrictions This Presentation does not constitute an offer New Shares in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except
Slide 30: International offer restrictions (cont.)
International offer restrictions (cont.) United Kingdom Neither this Presentation nor any other document relating to the Equity Raising has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Servic