Slide 1: M1 Offer and KT&T Scheme Investor Presentation
M1 Offer and KT&T Scheme Investor Presentation 27 September 2018
Slide 2: Disclaimer
Disclaimer This presentation may contain forward-looking statements which are subject to risks and uncertainties that could cause actual results to differ materially from such statements. Such risks and uncertainties include industry and economic conditions, competition, and legal, governmental and
Slide 3: Overview of the M1 Offer
Overview of the M1 Offer LG yy) Corporation
Slide 4: Overview of the M1 Offer
Overview of the M1 Offer Pre-conditional Voluntary General Offer (“Offer”) for M1 Limited (“M1”) by Konnectivity Pte. Ltd. (“Offeror”) Offeror is a special purpose vehicle majority held by Keppel Corporation Limited (“KCL”); Singapore Press Holdings Limited has undertaken to roll- over its M1 sh
Slide 5: Potential pro forma shareholding structure of M1
Overview of the M1 Offer Potential pro forma shareholding structure of M1 Pre-Offer Post-Offer KCL KCL SPH 79.22% (3) to 56.16% (1) to 20.00% (2) to 100.00% (3) 80.00% (2) 43.84% (1) 79.22% Public / Other Public / Other KT&T SPH KT&T Offeror Shareholders Shareholders 19.33% 13.45% 67.23% 19.33% 30.6
Slide 6: KCL's rationale for the Offer
Overview of the M1 Offer KCL's rationale for the Offer 1. Majority control allows KCL and SPH to better support M1 management to transform the business 2. Complements the Keppel Group’s mission as a solutions provider for sustainable urbanisation, providing connectivity as a consumer digital platfor
Slide 7: Opportunity to create value through transformation of M1
Overview of the M1 Offer Opportunity to create value through transformation of M1 Digital transformation Cost management in both front and back-end operations Growth initiatives into new markets and segments Infrastructure assets restructuring and sharing + Synergies with the Keppel Group
Slide 8: Long-term shareholder of M1
Overview of the M1 Offer Long-term shareholder of M1 In 1994, Keppel and SPH established M1 with consortium partners Hong Kong Telecom and Cable & Wireless Worked with and supported M1 as a long-term shareholder of more than 20 years Keppel has invested S$170m over the years, and in return has
Slide 9: Upfront premium compared to M1 historical prices
Overview of the M1 Offer Upfront premium compared to M1 historical prices Offer premium to historical prices Offer Price: S$2.06 per M1 share 26% 30% 29% 36% 25% S$1.630 S$1.586 S$1.597 S$1.520 S$1.644 Last traded price on 1-month 3-month 52-week lowest Average target 21 September 2018, being VWAP V
Slide 10: Timeline of the M1 Offer
Timeline of the M1 Offer Key milestones assuming IMDA approval is received within 8 weeks of Announcement of the Pre-Conditional General Offer 27 September 2018 Pre-Conditional Offer Announcement "A" Estimated receipt of IMDA approval, if successful A + 8 weeks Announcement of Firm Offer A + 9
Slide 11: KT&T Scheme
Overview of the KT&T Scheme 11
Slide 12: Overview of the KT&T Scheme
Overview of the KT&T Scheme Concurrently to the Offer, KCL is proposing to privatise Keppel Telecommunications & Transportation Ltd (“KT&T”) by way of a scheme of arrangement (“Scheme”) The scheme consideration amounts to a cash consideration of S$1.91 per KT&T share Requires approval of more
Slide 13: Pro Forma shareholding structure of KT&T
Overview of the KT&T Scheme Pro Forma shareholding structure of KT&T Pre-Scheme Post-Scheme Public / Other KCL KCL Shareholders 79.22% 20.78% 100% KT&T KT&T Note: Percentage stakes calculated based on 559,112,660 KT&T shares in issue, based on KT&T's business profile extracted from ACRA on 26 Septem
Slide 14: KCL's rationale for the Scheme
Overview of the KT&T Scheme KCL's rationale for the Scheme 1. Simplifies KCL's corporate structure, allowing more efficient allocation of resources and capital across the KCL group 2. Allows KCL to better support KT&T as it grows its data centre and urban logistics businesses 3. Allows KT&T's minori
Slide 15: Upfront premium compared to KT&T historical prices
Overview of the KT&T Scheme Upfront premium compared to KT&T historical prices Scheme Price premium to historical prices Scheme Price: S$1.91 per KT&T share 40% 40% 35% 28% 25% S$1.360 S$1.365 S$1.418 S$1.494 S$1.531 Last traded price on 21 1-month 3-month 6-month 12-month September 2018, being the
Slide 16: Timeline of the KT&T Scheme
Timeline of the KT&T Scheme Key milestones 27 September 2018 Announcement of Scheme "A" A + 16 weeks Despatch of Scheme Document A + 19 weeks Scheme Meeting A + 21 weeks Court Sanction Hearing A + 22 weeks Payment of monies to KT&T's Shareholders 16
Slide 17: Pro Forma Financial Effects of the M1 Offer and KT&T Scheme
Pro Forma Financial Effects of the M1 Offer and KT&T Scheme 17
Slide 18: Pro Forma financial effects of the Offer and Scheme: EPS
Pro Forma financial effects of the Offer and Scheme Assuming Offeror and Concert Parties hold 100% of M1 Shares at close of Offer Earnings per share – FY2017 14.8¢ 15.1¢ 11.9¢ 12.2¢ Before After After After the Offer and the Scheme the Scheme the Offer the Offer and the Scheme Note: For more details
Slide 19: Pro Forma financial effects of the Offer and Scheme: net gearing
Pro Forma financial effects of the Offer and Scheme Assuming Offeror and Concert Parties hold 100% of M1 Shares at close of Offer Net gearing – As at 31 December 2017 0.62x 0.59x 0.49x 0.46x Before After After After the Offer and the Scheme the Scheme the Offer the Offer and the Scheme Note: For mor
Slide 20: Appendix
Appendix LG yy) Corporation 20
Slide 21: Pro Forma financial effects: EPS at 50% of M1
Pro Forma financial effects of the Offer and Scheme Assuming Offeror and Concert Parties hold 50% of M1 Shares at close of Offer Earnings per share – FY2017 12.7¢ 13.0¢ 11.9¢ 12.2¢ Before After After After the Offer and the Scheme the Scheme the Offer the Offer and the Scheme Note: For more details,
Slide 22: Pro Forma financial effects: net gearing at 50% of M1
Pro Forma financial effects of the Offer and Scheme Assuming Offeror and Concert Parties hold 50% of M1 Shares at close of Offer Net gearing – As at 31 December 2017 0.51x 0.53x 0.49x 0.46x Before After After After the Offer and the Scheme the Scheme the Offer the Offer and the Scheme Note: For more
Slide 23: Responsibility Statement (KCL Directors)
Responsibility Statement (KCL Directors) The directors of KCL (including any director who may have delegated detailed supervision of this Presentation) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Presentation are fair and accurate and that ther