National Central Cooling Co. (p.s.c.) (tabreed) · DFM:TABREED

National Central Cooling Co. (p.s.c.) (tabreed) — National Central Cooling Company PJSC (Tabreed) — Merger or Acquisition (April 2020)

22 slides from National Central Cooling Co. (p.s.c.) (tabreed)'s merger presentation, Apr 6, 2020

  1. Slide 1: Tabreed acquires world's largest district cooling scheme in Downtown Dubai

    National Central Cooling Company PJSC (DFM:TABREED) Tabreed acquires world’s largest district cooling scheme in Downtown Dubai 6th April 2020 Strictly Private and Confidential

  2. Slide 2: Disclaimer

    Disclaimer • These materials have been prepared by and are the sole responsibility of the National Central Cooling Company PJSC, ‘Tabreed’ (the “Company”). These materials have been prepared solely for your information and for use at the quarterly earnings call. By attending the meeting/call where t

  3. Slide 3: Agenda

    Agenda Page 1 Transaction Overview 4 2 Strategic Rationale 6 3 Transaction Terms 12 4 Combination and Integration 15 5 Conclusion 17 Appendix: Emaar – A Blue Chip partner 20 NATIONAL CENTRAL COOLING COMPANY PJSC 3

  4. Slide 4: 1. Transaction Overview

    fl tabreed Sustainable Cooling 1. Transaction Overview

  5. Slide 5: Transaction Overview

    Transaction Overview A historic achievement for Tabreed and a transformational transaction • Tabreed acquires 80% of Emaar’s Dubai Downtown District Cooling business and signed a long-term concession • Transaction perimeter includes 4 plants with an ultimate concession capacity of 235k RT and 150k R

  6. Slide 6: 2. Strategic Rationale

    fl tabreed Sustainable Cooling 2. Strategic Rationale

  7. Slide 7: Strategic Rationale

    Strategic Rationale Underpinned by long-term contracts with Emaar Group, an investment grade counterparty Unique opportunity to gain scale in the largest district cooling (DC) market in the World • The acquisition significantly increases Tabreed’s market share in Dubai, the largest District Cooling

  8. Slide 8: Unique opportunity to gain scale in the largest market in the World

    Unique opportunity to gain scale in the largest market in the World The acquisition significantly increases Tabreed’s market share in Dubai, the largest DC market in the World Downtown Dubai: the most desirable address in the Strengthening Tabreed’s market position in Dubai city and a socio-economic

  9. Slide 9: Reducing customer concentration and adding high quality off takers to the portfolio

    Reducing customer concentration and adding high quality off takers to the portfolio Diversifies revenue base with high creditworthy customers Diversifies top customer Current customers Contractual Status of Concession concentration… • Emaar Group accounts for vast majority of • 84% of capacity in th

  10. Slide 10: Transaction in line with Tabreed's growth strategy

    Transaction in line with Tabreed’s growth strategy Downtown acquisition meets a number of our growth criteria Growth avenues Emaar Downtown • Long-term concession agreement • Tabreed has sole right to provide cooling services in a certain district • Exclusivity in the masterplan • Any new buildings

  11. Slide 11: Downtown DCP LLC

    Downtown DCP LLC Downtown DCP holds a long-term concession for cooling Downtown Dubai Dubai Downtown Emaar District Cooling (EDC) Capacities (k RT) • Founded in 2004 and a 100% owned subsidiary of the Emaar Group, EDC is a leading district cooling service 8% provider in Dubai, serving Emaar developm

  12. Slide 12: 3. Transaction Terms

    fl tabreed Sustainable Cooling 3. Transaction Terms

  13. Slide 13: Transaction Structure

    Transaction Structure • The special purpose vehicle (SPV) will have full ownership of the DC plants and networks • Long-term concession agreement with Emaar • Signed CCSAs (Customer Cooling Service Agreements) for all current and under construction Emaar developments with fixed take-or-pay dates • C

  14. Slide 14: Financing and ratings consideration

    Financing and ratings consideration • A 5 year, US$ 692m Senior Unsecured Term Loan with a bullet repayment, to fund the acquisition and underlying transaction and financing costs • Interest rate of the facility will be LIBOR + margin • Plan to hedge to maturity up to 100% of the floating interest r

  15. Slide 15: 4. Combination and Integration

    4. Combination and Integration

  16. Slide 16: Combination and Integration

    Combination and Integration Transaction contributes to the acceleration of growth strategy Downtown Downtown DCP DCP Connected Capacity (k RT) 1,183 150 1,333 2019 Revenue (AED m) 1,520 327 1,847 2019 EBITDA (AED m) 763 187 950 • Detailed integration plan in place • Smooth integration of the assets

  17. Slide 17: 5. Conclusion

    fl tabreed Sustainable Cooling 5. Conclusion

  18. Slide 18: A Compelling Proposition

    A Compelling Proposition A landmark transaction for Tabreed A strategically Strong cash compelling flows lead to transaction rapid for Tabreed deleveraging shareholders Funded Acquisition of Takes Tabreed to #2 in through low cost 5 year Downtown Dubai World’s largest DC bullet facility DC business

  19. Slide 19: Contact Us

    Contact Us Saket Somani Churchgate Partners Email: Tabreed@churchgatepartners.com Richard Rose Salik Malik VP, Finance Head, Financial Planning & Analysis Tel: +971 2 2020400 Tel: +971 2 2020397 Email: IR@tabreed.ae Email: SMalik@tabreed.ae NATIONAL CENTRAL COOLING COMPANY PJSC

  20. Slide 20: Appendix: Emaar – A Blue Chip Partner

    Appendix: Emaar – A Blue Chip Partner

  21. Slide 21: Emaar Properties

    Emaar Properties A high-quality, investment grade real estate developer One of the largest real estate companies Largest private owner of land bank in UAE AED 24.6 billion AED 11.6 billion AED 6.2 billion 2019 Revenues 2019 Gross Profit 2019 Net Profit 30% Revenue; 47% EBITDA AED 45.8 billion Robust

  22. Slide 22: Emaar Properties

    Emaar Properties A leading and diversified real-estate player in UAE Developer of iconic architecture in Dubai Resilient business with strong growth potential (AED m) 25,694 18,752 7,202 15,540 3,081 13,661 6,311 9,893 5,974 5,788 3,584 5,367 2,667 15,411 2,620 1,870 6,899 8,857 5,253 2,656 2014 201

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