Keppel Infrastructure Trust · SGX:A7RU
Keppel Infrastructure Trust — Merger or Acquisition (November 2014)
22 slides from Keppel Infrastructure Trust's merger presentation, Nov 18, 2014
Slide 1: Analyst Briefing Presentation
Analyst Briefing Presentation Creating the largest Singapore infrastructure-focused business trust 18 November 2014
Slide 2: Disclaimer
Disclaimer The information contained in this presentation is for information purposes only and does not constitute or form part of any offer or invitation to sell or the solicitation of an offer or invitation to purchase or subscribe for any units in Keppel Infrastructure Trust or CitySpring Infrast
Slide 3: Table of contents
Table of contents 1. Overview of the Proposed Transactions 2. Transaction Rationale Appendices 2
Slide 4: 1. Overview of the Proposed Transactions
1. Overview of the Proposed Transactions
Slide 5: Overview of the Proposed Transactions
Overview of the Proposed Transactions 1 2 Combination of Keppel Infrastructure Acquisition of 51% interest in Keppel Trust (“KIT”) and Cityspring Merlimau Cogen Pte Ltd (“KMC”) by KIT Infrastructure Trust (“CIT”) (“KMC Acquisition”) funded by an equity (“Combination”) fund raising (“EFR”) The Combin
Slide 6: Overview of the Proposed Transactions: Combination of KIT and CIT
Overview of the Proposed Transactions Combination of KIT and CIT Combine KIT’s asset portfolio with CIT’s − KIT selling all its business undertakings and assets to CIT in exchange for new units in CIT − KIT will then carry out a distribution-in-specie of the new CIT units to KIT’s unitholders Over
Slide 7: Combined Trust structure
Combined Trust structure Keppel Temasek KIT Public CIT Public 22.9%(1),(2) 19.97%(1),(2) 23.7%(1),(2) 33.4%(1),(2) 100% Trust Deed Combined KIFM Trust (3) 100% 51% 51% 100% City Gas City OG KMC Senoko WTE 100% 100% Basslink Pending completion Basslink 100% Telecoms Tuas WTE 70% 100% SingSpring Ulu P
Slide 8: The KMC Acquisition
Overview of the Proposed Transactions The KMC Acquisition Acquisition of a 51% stake in KMC from Keppel Energy Pte Ltd (“KE”) Overview KMC owns Keppel Merlimau Cogen Plant − 1,300 MW combined cycle gas turbine generation facility located on Jurong Island, Singapore Cash consideration of S$510m
Slide 9: The Keppel Merlimau Cogen Plant Opportunity
The Keppel Merlimau Cogen Plant Opportunity Asset description KMC – A substantial and strategic operational asset Metric Data A top-tier gas-fired power plant in Singapore Total generating 1,300 MW, CCGT Strategic asset in Singapore as power plants cannot be capacity easily replicated given land
Slide 10: EFR for the KMC Acquisition
Overview of the Proposed Transactions EFR for the KMC Acquisition Size Targeted EFR size of up to S$525m Use of To fund the KMC Acquisition and other transaction related expenses Proceeds Placement to institutional and other investors, and Offer Structure Preferential offering to existing un
Slide 11: 2. Transaction rationale
2. Transaction rationale
Slide 12: Transaction rationale
Transaction rationale The Combination will create a large and well-diversified portfolio of core infrastructure assets that will underpin future distributions and growth 1 An attractive and diverse portfolio of core infrastructure assets aligned with KIT’s investment criteria 2 Further enhance the s
Slide 13: An attractive portfolio of core infrastructure assets aligned with KIT's investment criteria
1 An attractive portfolio of core infrastructure assets aligned with KIT’s investment criteria… KIT Investment Criteria CIT portfolio of highly strategic assets DataCentre KIT aims to provide unitholders with City Gas SingSpring Basslink KMC One long-term, regular and predictable distributions by
Slide 14: A portfolio of core infrastructure assets providing diversification
1 …a portfolio of core infrastructure assets providing diversification Diverse portfolio of core infrastructure assets Located in jurisdictions with well-developed legal framework Total assets by segment (KIT) Total assets by segment (KIT + KMC + CIT) (1) Electricity Water and Transmission Water
Slide 15: Further enhance the sustainability and duration of distributions
2 Further enhance the sustainability and duration of distributions for the Combined Trust’s Unitholders Potential for extension beyond existing contract life 50 yrs KMC and Basslink have KMC 15 + 10 yrs 25 yrs substantially longer design 15 yrs lives than existing contracts 4 yrs Average age Remai
Slide 16: DPU accretive transactions
3 DPU accretive transactions (1) (5) (7) Market value Total assets DPU (S$m) (S$m) (S$ cents) (2),(4) 1,962 (3) 8.09 (3) 1,912 (3) 4,180 7.98 7.82 (2) (2) 7.86 7.86 (2) 1,180 (3) 1,130 2,304 767 1,876 (6) 1,700 655 (8) 6.91 (2) 525 (3) 475 604 KIT CIT KMC EFR KIT + KMC KIT + CIT + KIT CIT KMC EV KIT
Slide 17: Combined Trust will become the flagship investment vehicle for Singapore infrastructure
4 Combined Trust will become the flagship investment vehicle for Singapore infrastructure Market capitalization (in S$ millions) $7,709 (1) (2) $1,962 $1,243 $805 $767 $750 $655 $607 Combined $478 Perennial Asian Pay Religare Hutchison Forterra KIT Television CIT India Trust Ascendas Holdings Health
Slide 18: Benefits from continued Keppel's sponsorship
5 Benefits from continued Keppel’s sponsorship A wholly-owned subsidiary of Keppel Corporation Limited (“KCL”) Drives the Keppel group’s strategy to invest in, own and operate competitive energy and environmental infrastructure solutions and services Complementary businesses to that of the Com
Slide 19: Appendices
Appendices
Slide 20: Transaction structure of the Combination
Overview of the Proposed Transactions Transaction structure of the Combination 4 Distribution of KIT Unitholders CIT Unitholders S$30m after completion but before the EFR 3 Distribution-in- 1 Distribution of specie of New CIT S$30m before Units completion CIT / Combined KIT Trust (1) 2 New CIT Units
Slide 21: KMC Acquisition Structure
Overview of the Proposed Transactions KMC Acquisition Structure KCL(1) 100% 5 Repayment of KI(2) Existing Unitholders New investors Shareholder Loan 1 EFR Preferential Offer 1 1 Placement 2 Acquisition of 51% of KMC 3 Subscription of S$500m 100% <30% S$525m(4) 1 QPDS 2 4 Obtain S$700m Bank S$255
Slide 22: Approvals at EGM
Approvals at EGM Entity Resolutions EGM − Ordinary resolution to include: − KMC Acquisition and EFR − The Combination KIT − Special resolution for the voluntary winding-up and dissolution of KIT The Combination is an “interested person transaction” of KIT KMC Acquisition is an “interested pers
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