Nordic Group Limited · SGX:MR7
Nordic — Shareholder Meeting (May 2015)
19 slides from Nordic's shareholder meeting presentation, May 27, 2015
Slide 1: Extraordinary General Meeting
Building Momentum, Capturing Opportunities Extraordinary General Meeting Nordic Group Limited May 27 2015
Slide 2: Disclaimer
Disclaimer • This presentation (this “Presentation”) has been prepared by Nordic Group Limited (“Nordic” or the “Company”) for information purposes only and has not been independently verified. It is not the intention to provide, and you may not relyy on this Presentation as p providing, g, a comple
Slide 3: Agenda
Agenda Ordinary Resolution on Proposed p Acquisition q of The Entire Issued Share Capital of Austin Energy (Asia) Pte Ltd 3
Slide 4: Contents
Contents • An Overview of AE Group • Rationale of Acquisition • Financial Highlights g g and Valuation • Pro Forma Financial Effects • Related Risk Factors • Plans post the Acquisition 4
Slide 5: An Overview of AE Group
An Overview of AE Group (“AE Group”) Austin Energy (Asia) Pte Ltd (“AE”) Specialized in Thermal Insulation and Passive Fireproofing Services in the Petrochemical, Pharmaceutical, Marine and Oil and Gas Industries KKH (2003) Engineering E t Enterprises i Pte Pt Ltd (“KKH”) Specialized in fabrication
Slide 6: An Overview of AE Group
An Overview of AE Group Factory Space: 45,000 sq ft Headcount: 250 As at May 2015 Passive Fire‐proofing Thermall Th Insulation 6
Slide 7: Thermal Insulation Clients
An Overview of AE Group Thermal Insulation Clients 7
Slide 8: Summary of Maintenance Projects
An Overview of AE Group Summary of Maintenance Projects Glaxo Chevron Celanese Pfizer Merck Sharp Smith Kline Oronite Chemical Pharmaceutical & Dhome 8
Slide 9: Summary of Turn Around Projects
An Overview of AE Group Summary of Turn Around Projects Chevron Oronite ExxonMobil Glaxo Celanese Smith Kline 9
Slide 10: Highlight of AE's Recent Projects
Highlight of AE’s Recent Projects Completed Projects for 2013‐2014 10
Slide 11: Rationale of Acquisition
Rationale of Acquisition In line with Group’s strategy to acquire new synergistic businesses Complements Group’s existing businesses ‐ Multiheight Group provides the scaffolding service that AE requires Enhances the Group’s range of products and services Widens customer base in Petrochemical
Slide 12: Financial Highlights
Financial Highlights Financial highlights of AE Group Financial highlights of Nordic Group FY2014 S$’000 As at 31/03/2015 S$’000 Revenue 28,974 Cash and Cash 27,168 Equivalents Gross Profit 10 739 10,739 Total Current Assets 60,419 Profit before Tax 7,572 Total Assets 85,810 Profit after Tax 6,281 2
Slide 13: Valuation of AE Group
Valuation of AE Group At purchase consideration of S$26.0 million 4.1x off AE Group’s p 2014 earnings g Goodwill and Intangible Assets of approximately S$11 million Less than 2x of AE Group’s 2014 earnings To be fully settled in cash, with bank borrowings of S$20.0 million ll andd internally l
Slide 14: Pro Forma Financial Effects
Pro Forma Financial Effects Assuming that the Proposed Acquisition had been effected at the end of FY2014: * Note: The NTA of the Group had decreased substantially due to the effects of recognising certain intangible assets and goodwill on acquisition Before the Proposed Acquisition After the Prop
Slide 15: Related Risk Factors
Related Risk Factors AE Group’s business performance is subject to a few risk factors, including : Cyclical business depending on the state of Oil and Gas and Petrochemial industries Intense competition on quality of services, pricing and timeliness of delivery Dependence on its key management
Slide 16: Plans post the Acquisition
Plans post the Acquisition Market more services under d one unified ifi d Group G Move Multiheight to Appoint a full full‐time time AE’s business corporate premise representative to AE Sell the building Procure AE Group to where Multiheight employ a finance currently occupies executive Maintain a st
Slide 17: Schedule
Schedule If approved, Nordic will proceed with the acquisition process, with consideration payable in 3 stages S$15.0 $ million upon completion of the Proposed Acquisition S$5.5 million, within 6 months from C Completion; l ti and d S$5.5 million, within 12 months from Completion Expected
Slide 18: Group Structure post Acquisition
Group Structure post Acquisition Nordic Group Limited 100% Nordic Flow Control Pte Ltd 100% 80% 100% 100% Avitools (Suzhou) Nordic Service Multiheight M l ih i h Austin Energy Co., Ltd. Centre Pte. Ltd. Scaffolding Pte. (Asia) Pte. Ltd. Ltd. 100% 100% % 100% KKH (2003) Nordic Flow Control Multiheigh
Slide 19: Thank You
Building Momentum, Capturing Opportunities Th k You Thank Y For more information, please contact: Financial PR Pte Ltd Investor Relations Consultants Romil Singh / Reyna Mei romil@financialpr.com.sg reyna@financialpr com sg reyna@financialpr.com.sg Tel: (65) 6438 2990 Fax: (65) 6438 0064