Apa Group · ASX:APA
Apa — Merger or Acquisition (December 2011)
24 slides from Apa's merger presentation, Dec 14, 2011
Slide 1: ASX release cover letter
For personal use only ASX RELEASE 14 December 2011 The Manager Company Announcements Office Australian Securities Exchange 4th Floor, 20 Bridge Street Sydney NSW 2000 Electronic Lodgement Dear Sir or Madam Company Announcement I attach the following announcement for release to the market: • Takeover
Slide 2: Takeover offer for HDF and sale of 80% of Allgas
For personal use only Takeover offer for Hastings Diversified Utilities Fund (HDF) Sale of 80% of APA Gas Network (Allgas) 14 December 2011
Slide 3: Agenda
Agenda For personal use only Overview of APA’s takeover offer Strategic rationale for acquisition HDF Securityholder benefits Timetable and conditions Sale of 80% of APA Gas Network (Allgas) Impacts for APA APA, 14 December 2011 2
Slide 4: Takeover offer summary
Takeover offer summary For personal use only An off-market takeover for Hastings Diversified Utilities Fund (HDF) Transaction APA currently owns 20.7% of HDF securities Takeover offer applies to all HDF securities APA does not already own HDF securityholders will receive consideration with a
Slide 5: Strategic rationale for the takeover offer
Strategic rationale for the takeover offer For personal use only Enhances APA’s gas infrastructure portfolio – HDF pipelines connected to APA pipelines – Enhance gas transmission pipeline network in east Australia Enhances APA’s services to customers – Ease of transporting gas across pipelines a
Slide 6: Benefits for HDF securityholders
Benefits for HDF securityholders For personal use only Receive a substantial premium for HDF securities — 12.6% premium to the 5-day VWAP(1) and 20.6% premium to the 3-month VWAP(1) Exposure to APA, which has achieved superior total securityholder return in excess of HDF and the market(2) Bene
Slide 7: Substantial premium for HDF securities
Benefits – Substantial premium for HDF securities For personal use only APA Offer (implied value) of $2.00 represents a substantial premium to HDF security price(1) $2.10 Since APA’s ownership of HDF securities was first publicly $2.00 announced 2 years ago, there $2.00 has been speculation regard
Slide 8: Substantial premium: impact of HDF distributions
Benefits – Substantial premium for HDF securities use only APA Offer (implied value) of $2.00 impacted by HDF distributions $2.10 HDF distributions — APA’s Offer will be reduced by the amount of any HDF $2.00 $2.00 distribution received by HDF securityholders after 14 December 2011(1) $1.90 APA
Slide 9: Exposure to APA, superior total securityholder returns
Benefits – Exposure to APA, which has achieved superior total securityholder returns For personal use only APA has delivered total securityholder returns(1) in excess of HDF and the market Total securityholder return Comparison of total returns 300 APA since HDF’s listing on the ASX HDF S&P/ASX 20
Slide 10: Value today of $1 invested at HDF listing
Benefits – Exposure to APA, which has achieved superior total securityholder returns For personal use only APA has delivered total securityholder returns(1) in excess of HDF and the market Value today of $1 invested at time of HDF listing Using total securityholder return achieved since HDF listin
Slide 11: Solid and consistent distribution record
Benefits – Exposure to APA, which has achieved superior total securityholder returns For personal use only APA has a solid and consistent distribution record APA distributions increased steadily from 23.0 cents per APA and HDF annual distribution per security(1) security in 2005 to 34.4 cents in 4
Slide 12: Quality management and energy industry know-how
Benefits – Quality management, energy industry know-how and robust financial capability For personal use only Proven management expertise consistently delivering on APA’s strategy Increased assets owned and/or operated from $1.4 billion in June 2000 to approximately $9 billion today through organi
Slide 13: Robust financial capability
Benefits – Quality management, energy industry know-how and robust financial capability For personal use only Robust financial capability – competitive funding of current and future growth opportunities Diversified funding structure, strongly supported by debt and equity markets, as seen in recent
Slide 14: Self managed and transparent structure, no external fees
Benefits – Self managed and transparent structure, free from external management fees For personal use only Transparent business structure No external management fees Self-managed – directors, management and No fee ‘leakage’ to external managers employees are part of APA – Securityholders benefi
Slide 15: Australia's largest gas pipeline owner and operator
Benefits – Invest in a significantly larger entity offering scale & diversity, while retaining exposure to HDF assets For personal use only Australia's largest gas pipeline owner and operator APA is Australia’s largest gas transmission business owning Together with the HDF pipelines, and/or oper
Slide 16: Diversified sources of EBITDA by asset and geography
Benefits – Invest in a significantly larger entity offering scale & diversity, while retaining exposure to HDF assets For personal use only Diversified sources of EBTIDA by both asset and geography Pro forma FY11 EBITDA by business segment ($459 million) Asset Management Other 0% APA has a diversi
Slide 17: A larger combined group by market capitalisation
Benefits – Invest in a significantly larger entity offering scale & diversity, while retaining exposure to HDF assets For personal use only A larger combined group by market capitalisation HDF has a market capitalisation $3.6 bn of $0.9 billion(2) $2.9 bn The combined group will have a $2.7 bn m
Slide 18: Further enhances APA's position as largest gas infrastructure business
Benefits – Invest in a significantly larger entity offering scale & diversity, while retaining exposure to HDF assets For personal use only Further enhances APA’s position as Australia’s largest gas infrastructure business APA quick facts ASX listed Stapled Trust Listed 13 June 2000 Self managed and
Slide 19: Offer conditions and timing
Offer conditions and timing For personal use only Key Offer conditions (1) 90% minimum acceptance ACCC clearance and FIRB approval Market disclosure of security arrangements of financing (including mezzanine debt) Capping of performance fee for HDF Timing Announcement 14 December 2011 Bidder
Slide 20: Sale of 80% of APA Gas Network (Allgas)
Sale of 80% of APA Gas Network (Allgas) For personal use only Creation of APA’s third Energy Infrastructure APA Group Marubeni Corporation RREEF Investment model 20% 40% 40% APA corporate, asset Strong support by quality equity and debt management and operating services investors under a long te
Slide 21: Impacts for APA
Impacts for APA For personal use only Financial strength maintained – Cash component of acquisition funded by cash in the business and to be supported by Allgas transaction – Gearing reduces to around 65% EBITDA and distribution guidance for financial year 2012 unchanged – EBITDA guidance retain
Slide 22: Questions
For personal use only Questions APA, 14 December 2011 21
Slide 23: Disclaimer
Disclaimer For personal use only This presentation has been prepared by Australian Pipeline Limited (ACN 091 344 704) the responsible entity of the Australian Pipeline Trust (ARSN 091 678 778) and APT Investment Trust (ARSN 115 585 441) (APA Group). Summary information This presentation contains sum
Slide 24: For further information contact
For personal use only For further information contact Delivering Australia’s energy Chris Kotsaris Investor Relations, APA Group Tel: +61 2 9693 0049 E-mail: chris.kotsaris@apa.com.au or visit APA’s website www.apa.com.au