Waves Corporation Ltd · PSX:WAVES
Waves — Waves Singer Pakistan — Merger or Acquisition (February 2022)
19 slides from Waves's merger presentation, Feb 10, 2022
Slide 1: Corporate Briefing Session
CORPORATE BRIEFING SESSION FEBRUARY 10TH 2022
Slide 2: Agenda
AGENDA Existing Group Structure Proposed Real Estate 01 04 Development Proposed Demerger of Home Retail Business- Future Outlook 02 Appliances into SMTM 05 Proposed Group Structure and 03 Demerger Rationale 2
Slide 3: Waves Group - Existing Structure
WAVES GROUP- EXISTING STRUCTURE Holding Company Functional Subsidiary Waves Singer Pakistan Limited (WSPL) Electronic Marketing Company Private Limited (EMCPL) • Manufacturing Operations & Dealer • Retail Business Business 139 Retail Outlets • Real Estate Development Multi Brand Portfolio 3
Slide 4: Proposed Demerger of WSPL Appliances Business (1/3)
PROPOSED DEMERGER OF WSPL APPLIANCES BUSINESS (1/3) ▪ WSPL’s Home Appliances Business including manufacturing Facility (excl. current factory land), Selling & Distribution Network, Working Capital, Bank Financing, Related Assets & Liabilities to be demerged into Samin Textiles (“SMTM” to be renamed
Slide 5: Proposed Demerger of WSPL Appliances Business (2/3)
PROPOSED DEMERGER OF WSPL APPLIANCES BUSINESS (2/3) ▪ As consideration of the proposed demerger: for the transfer WHALE (previously SMTM) will issue shares and record payable to WSPL. – 199,724,956 shares of SMTM to be issued and allotted to WSPL – 56,281,240 shares of SMTM to be issued and allotted
Slide 6: Proposed Demerger of WSPL Appliances Business (3/3)
PROPOSED DEMERGER OF WSPL APPLIANCES BUSINESS (3/3) Consideration to be Paid Amount (PKR) Amount (PKR) (A) Intra-group Payable 2,000,000,000/- (B) Consideration to be paid by issuance of SMTM shares: - To WSPL (199,724,956 shares @ PKR 24.24/- per share) 4,841,332,933/- - To WSPL Shareholders (56,28
Slide 7: Pictorial Representation of Demerger Scheme
PICTORIAL REPRESENTATION OF DEMERGER SCHEME 2,000 Million recorded as Payable WSPL WHALE Related Assets & Liabilities Demerger scheme shall be approved by High Court after obtaining relevant approvals from Company’s BOD, Shareholders and NOC’s from Secured Lenders 7
Slide 8: Proposed Structure
PROPOSED STRUCTURE Holding Company Functional Subsidiaries Waves Home Appliances Limited (WHALE) Manufacturing Operations & Dealer Business Waves Singer Pakistan Limited (WSPL) Holding Company Electronic Marketing Company Private Limited (EMCPL) Retail Business 8
Slide 9: Demerger Rationale
DEMERGER RATIONALE – Creation of Holding Company Structure • Allowing better asset management, healthier distribution of assets also enabling further equity raising options and resultantly improved business growth • Each subsidiary will be better equipped to focus on its operations & profitability –
Slide 10: Proposed Real Estate Development
Proposed Real Estate Development 10
Slide 11: Project Features
PROJECT FEATURES • Development recommended by Colliers International being well-reputed researchers for affordable housing segment • Only affordable apartment project to be located within Lahore at its entrance whereas all others (Springs, Bahria, Etihad Town, DVA etc.) situated on outskirts of Laho
Slide 12: Real Estate Development Status
REAL ESTATE DEVELOPMENT STATUS • Appointment of Architect, Structural Engineering, Mechanical, Electrical & Plumbing Consultants completed • Masters Plan completed- LDA Approval in process • NOC received from Environment Protection Agency (EPA)- Others in process • Marketing Campaigns in process • H
Slide 13: Site Location
SITE LOCATION Centrally located at entrance of Lahore near to residential societies and in close proximity to multiple health care facilities and educational institutions 16
Slide 14: Site Location
SITE LOCATION Strategically connected to all areas of Lahore via Public/Private transports 1. Canal Road to Thokar Niaz Baig to Main Multan Road towards 4 Hanjarwal. 2. Wahdat Road/Maulana Shaukat Ali Road to Multan Chungi. 3. Central Lahore all areas to Multan Road to subject site 4. From all over
Slide 15: Site Location
SITE LOCATION • Site is in a commercial area of Main Multan road, whereas multiple residential societies, educational institutions, public and private hospitals are in proximity. • The subject site is closer to major Lahore arteries (Canal Road, Maulana Shaukat Ali Road, Wahdat Road and Motorway etc
Slide 16: Retail Business
RETAIL BUSINESS Present Activities • Operating 140 Shops Nationwide • Extensive Distribution network along with Field Team • Gross Sales - Rs. 3,000 Mn in FY 21 • Multi Brand product portfolio including home appliances, 2 wheelers, mobile phones etc. • Debt Free Balance Sheet with footing of Rs. 2,7
Slide 17: Retail Outlets
RETAIL OUTLETS waves SINGER - ena ei F : 4 \
Slide 18: Retail Outlets
RETAIL OUTLETS waves SINGER
Slide 19: Thank you
waves Q SINGER Thankyou i = 39
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