Slide 1: Creating a leading adjusting, marine, offshore and renewable consultancy
+ Creating a leading adjusting, marine, offshore and renewable consultancy Combining Aqualis ASA with three complementary business lines from Braemar Shipping Services PLC aqualis.no
Slide 2: Disclaimer
Disclaimer This Presentation has been produced by Aqualis ASA (the “Company” or “Aqualis ”) solely for use at the presentation to investors and other stake holders and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation is strictly confidential, has
Slide 3: Summary
Summary • Aqualis ASA (“Aqualis”) and Braemar Shipping Services PLC (“Braemar”) has entered into an agreement to combine Aqualis with the majority of Braemar’s Technical division – Aqualis to acquire Braemar’s Offshore, Marine and Adjusting business lines – Braemar to become up to 33% shareholder in
Slide 4: Today's agenda
Today’s agenda Page I. Introduction 5 II. Transaction structure 10 III. Strategic rationale 13 IV. Financial effects 20 V. Summary 23 VI. Appendix 26 4
Slide 5: Creating a leading adjusting, marine, offshore and renewable consultancy
Creating a leading adjusting, marine, offshore and renewable consultancy Combining two complementary organizations – significant synergies Carve-out1 + Energy consultancy with More than a century of strong market niche experience positions Creating an adjusting, marine, offshore and renewable consul
Slide 6: Aqualis – set for expansion
Aqualis – set for expansion Company description Two leading brands within core operations • Aqualis provides consultancy and engineering services to the offshore oil & gas and offshore wind sectors through two brands: Marine consultancy Sales by division2 and engineering − Aqualis Offshore (Offshore
Slide 7: Braemar Technical – ready for a new voyage
Braemar Technical – ready for a new voyage Overview of business units included in the transaction The carve-out represents around 23% of Braemar’s revenue2 • The transaction comprises three business lines from Braemar’s technical division: − Offshore − Marine MARINE 32% − Adjusting • A solid brand n
Slide 8: A compelling strategic combination
A compelling strategic combination Broader service offering and increased scale – a stronger I partner for clients Combining two highly complementary businesses – building on II unique strengths of both organizations and brands III Strengthened global presence IV Unlocking significant synergies V Be
Slide 9: Today's agenda
Today’s agenda Page I. Introduction 5 II. Transaction structure 10 III. Strategic rationale 13 IV. Financial effects 20 V. Summary 23 VI. Appendix 26 9
Slide 10: Transaction overview
Transaction overview • Aqualis to acquire 100% of the shares in Braemar Technical Services Holdings Pro-forma top 10 shareholders Limited (the holding company for Braemar’s Offshore, Marine and Adjusting Including Consideration Shares, excluding warrants business lines), against the issuance of new
Slide 11: Proposed equity issues and timeline
Proposed equity issues and timeline • Following completion of the transaction, the company intends to carry out a Timeline equity issue to expand its liquidity buffer during the integration phase Event Expected timing • Total size of approximately USD 6 million divided into a private placement Annou
Slide 12: Today's agenda
Today’s agenda Page I. Introduction 5 II. Transaction structure 10 III. Strategic rationale 13 IV. Financial effects 20 V. Summary 23 VI. Appendix 26 12
Slide 13: Combination of two complementary businesses
Combination of two complementary businesses Marine Limited A market leader Adjusting No presence A market leader Broad service offering. Leading within Broad service offering. Leading in Offshore oil engineering services, rig moves and “Perfect Southeast Asia for marine warranty & gas complex offsho
Slide 14: Strong combined service offering
Aqualis revenue1 (USDm) Strong combined service offering Braemar Technical Revenue1 (USDm) Offshore Oil & Gas 50.7 55.4 +9% − Specialist offshore engineering and consultancy 16.8 35.1 38.3 services to the offshore oil and gas industry 19.6 34.4 8.4 8.2 9.6 − Construction supervision, transportation
Slide 15: Diversified revenue base
Diversified revenue base Aqualis1 Braemar Technical1 Combined1 Revenue Gross Reported Revenue Gross Adj. Revenue Gross Adj. profit EBITDA profit EBITDA2 profit EBITDA2 USD 36.2m USD 11.0m USD 2.5m USD 39.8m USD 13.7m USD 0.4m USD 76.0m USD 24.7m USD 2.9m Renewables Offshore 8% 21% Renewables 17% Off
Slide 16: Strengthened global presence
Strengthened global presence Cementing positioning in London’s marine insurance stronghold Strong market position Braemar Technical market leader Aqualis market leader Aqualis offices1 Braemar Technical offices1 Strategic location Sales by region2 Middle East 11% Middle East 15% Middle East 18% 25%
Slide 17: Experienced management team to lead the combined company
Experienced management team with strong focus on operational excellence to lead the combined company David Wells Kim Boman Reuben Segal Grant Smith CEO CFO Group COO and COO Offshore COO Insurance Services1 • More than 35 years of experience in • More than 20 years of experience in • More than 20 ye
Slide 18: Combination benefits all stakeholders
Combination benefits all stakeholders + Customers Employees Shareholders • New capabilities and broader suit of services offered • Better career prospects at a larger, global • Realization of synergies to create and more diversified company shareholder value • Increased scale and wider global footpr
Slide 19: Today's agenda
Today’s agenda Page I. Introduction 5 II. Transaction structure 10 III. Strategic rationale 13 IV. Financial effects 20 V. Summary 23 VI. Appendix 26 19
Slide 20: Significant synergy potential
Significant synergy potential Synergy drivers Run-rate EBITDA synergies of USD 2.0m identified2 USDm Estimated run-rate EBITDA effect of USD 0.9m − Size and scale advantages Revenue − Strengthening offering and competences in complementary areas synergies − Stronger market position 2.0 − Cross-selli
Slide 21: Solid cash position yields financial flexibility
Solid cash position yields financial flexibility Combined company with significant net cash position Comments • Strong financial platform gives flexibility, solidity and enables 16. 0 value adding investments 14. 0 • Net cash position of ~USD 14m in combined company 12. 0 6.0 o Existing cash positio
Slide 22: Today's agenda
Today’s agenda Page I. Introduction 5 II. Transaction structure 10 III. Strategic rationale 13 IV. Financial effects 20 V. Summary 23 VI. Appendix 26 22
Slide 23: Summary
Summary Broader service offering and increased scale – a stronger I partner for clients Combining two highly complementary businesses – building on II unique strengths of both organizations and brands V Strengthened global presence VI Unlocking significant synergies IV Becoming an even more attracti
Slide 24: Q&A
Q&A 24
Slide 25: Today's agenda
Today’s agenda Page I. Introduction 5 II. Transaction structure 10 III. Strategic rationale 13 IV. Financial effects 20 V. Summary 23 VI. Appendix 26 25
Slide 26: A compelling strategic combination
A compelling strategic combination • Complementary service offering yields significant room for synergies Creating a stronger partner • Leverage unique strengths of each company to create a leading global adjusting, marine, offshore and renewable for clients by combining two consultancy complementar
Slide 27: Relations to insurance industry key for AqualisBraemar
Relations to insurance industry key for AqualisBraemar Marine /offshore insurance industry at a glance Dubai Singapore London1 New York Scandinavia AqualisBraemar’s role Managing insurance loss events Insurance approvals • Adjusting of losses • Rig moves • Marine surveys • Complex offshore transport
Slide 28: Offshore – key competence and delivery
Offshore – key competence and delivery Rig moves 1) Mariners – Specialists in leading complicated marine operations – World leader in offshore rig moving activities 2) Engineers AqualisBraemar’s – Conversions, planning, verifying and detailed engineering of key competence transportation, installatio
Slide 29: Marine – key competence and delivery
Marine – key competence and delivery Hull & Machinery casualty investigations AqualisBraemar’s • Mariners and Engineers with long experience from the key competence shipping and offshore industries Risk assessment, mitigation & control • Casualty investigation for hull & machinery and P&I insurance
Slide 30: Adjusting – key competence and delivery
Adjusting – key competence and delivery Energy Insurance professionals and engineers – Specialist in technical issues surrounding incident investigation, cause analysis, and potential policy and AqualisBraemar’s contractual response to an incident, onshore and offshore key competence – Independent a
Slide 31: Offshore renewables
Offshore renewables - Service covering all needs in value chain Projects Offshore Wind Development, Engineering, Commercial, Developers Technical & Project Management Support over Whole Lifecycle Supply Chain Transactions Technical Due Diligence Advisory Investors, Financial and Business Regulatory
Slide 32: A young, agile and growth oriented organization with more than a century of experience
A young, agile and growth oriented organization combined with more than a century of experience 2012 2013 2014 2015-18 2019 Open offices in Abu Open offices in Dhabi, Shanghai and Singapore, London, Mexico Open offices in Qatar, Houston, Rio de --- Aqualis Offshore Germany (OWC), Janeiro and Dubai A
Slide 33: Pro forma 2018 financial profile
Pro forma 2018 financial profile Combined USDm Revenue 36.2 39.8 76.0 EBITDA 2.5 (0.6) 1.9 EBITDA margin (%) 7.0% (1.5)% 2.5% Adjusted EBITDA1 0.4 2.9 Adjusted EBITDA Margin (%) 1.0% 3.8% 33 Notes: (1) Braemar Technical adjusted for one-off and other items, such as gain/loss on disposals, restructur
Slide 34: Braemar Technical selected financial information
Braemar Technical selected financial information Selected earnings items (USDm)1,2 Selected balance sheet items (USDm) 1,2,3 CY 2018 Q1 2019 YTD 31 December As of 31 March 2018 2019 Revenue 39.9 9.7 Intangibles 0.1 0.1 Gross Profit 13.7 3.1 PPE 0.6 0.6 Other assets 0.5 0.2 EBITDA (0.6) (0.6) Fixed a
Slide 35: aqualis.no
aqualis.no