Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Ezion Holdings — Debt Investor Presentation (November 2017)
40 slides from Singapore Exchange's debt investor presentation, Nov 2, 2017
Slide 1: Ezion Holdings Limited Third Informal Securityholders Meeting
Ezion Holdings Limited Third Informal Securityholders Meeting 2 November 2017 1
Slide 2: Important Notes
Important Notes ◉ This informal meeting is being convened for the purpose of providing the Group’s securityholders with a summary of the Consent Solicitation Exercise and to answer any queries which the Securityholders may have in relation to the Consent Solicitation Exercise. Kindly note that: ◉ Th
Slide 3: Disclaimer
Disclaimer ◉ Certain statements in this presentation may constitute forward looking statements. Forward looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statement
Slide 4: Disclaimer
Disclaimer ◉ You are advised not to place undue reliance on these forward looking statements, which are based on the Company’s current views concerning future events. Unless legally required, the Company undertakes no obligation to update publicly any forward looking statements, whether as a result
Slide 5: Meeting Protocol
Meeting Protocol Without Informal No recording Identification prejudice meeting and photo taking for Q&A 5
Slide 6: Agenda
Agenda 1. About Ezion 2. Key Terms of Each Option (A, B, C, D) 3. Merits of the Proposal 4. Consent Fee 5. Completing Your Vote 6. Important Deadlines 7. Questions Received 8. Informal Clinic Sessions 9. Q&A 6
Slide 7: The Group is Viable
The Group is Viable The Group is viable but needs time About Ezion to reduce its indebtedness Largest liftboat owner-operator Impact of Strategies Illustration in Asia Pacific Reduce indebtedness to After 6 Years US$933 The second largest in the world a more sustainable level (at current market A. i
Slide 8: Key Terms of Each Option
Key Terms of Each Option Series 003 – 007: Options A & B Series 008 : Options C & D 8
Slide 9: What are Resolution 1 and Resolution 2?
What are Resolution 1 and Resolution 2? Securities Financial Covenants* Negative Pledge* Agree to replace/amend Agree to remove financial covenants ER 1: Agree to amend negative pledge to allow existing securities with Consolidated Tangible Net Worth >US$250mil unencumbered assets to be given as sec
Slide 10: Series 003-007: Options A & B
Series 003 – 007 : Options A & B Option Option New Series A New Series B A Straight Bond of 7 years B Convertible Bond of 6 years Principal Repayment In full In full Coupon Rates 0.25% p.a., paid semi-annually 0.25% p.a., paid semi-annually Redemption Premium 6% N.A. Additional Redemption Premium %
Slide 11: Series 008: Options C & D
Series 008 : Options C & D Option Option New Series C Amended Series 008 C Straight Bond of 10 years D Convertible Perpetual Securities Principal Repayment In full In full Coupon Rates 0.25% p.a., paid semi-annually 0.25% p.a., paid semi-annually Step – up Coupon N.A. 1% per annum after 7 years Rede
Slide 12: Option A Revised Proposal
Revised Proposal for Series 003 – 007 Original Revised Option A Proposal Proposal Tenure 7 years 7 years Interest Rates 0.25% p.a., paid semi-annually 0.25% p.a., paid semi-annually Redemption Premium 5% 6% • Based on the percentage increase in share price from (i) the higher of the 30-day forward V
Slide 13: Option B Revised Proposal
Revised Proposal for Series 003 – 007 Original Revised Option B Proposal Proposal Tenure 6 years 6 years Interest Rates 0.25% p.a., paid semi-annually 0.25% p.a., paid semi-annually 6-month VWAP - S$0.307 10% discount to 6-month VWAP - S$0.2763 Conversion Price (3 months VWAP reset) (6 months VWAP r
Slide 14: Option C Revised Proposal
Revised Proposal for Series 008 Original Revised Option C Proposal Proposal Tenure 10 years 10 years Interest Rates 0.25% p.a., paid semi-annually 0.25% p.a., paid semi-annually Redemption Premium 6% 7.5% • Based on the percentage increase in share price from (i) the higher of the 30-day forward VWA
Slide 15: Option D Revised Proposal
Revised Proposal for Series 008 Original Revised Option D Proposal Proposal Tenure N.A N.A Interest Rates 0.25% p.a., paid semi-annually 0.25% (step-up of 1% p.a. every year from the 7th year) 6-month VWAP - S$0.307 10% discount to 6-month VWAP - S$0.2763 Conversion Price (3 months VWAP reset) (6 mo
Slide 16: Merits of the Proposal
Merits of the Proposal FA mn : \
Slide 17: Merits of the Proposal: What Does It Mean For You?
Merits of the Proposal What Does It Mean For You? FLEXIBILITY of Enhanced Liquidity No hair cut. We WHETHER to convert, • The new Series A and B bonds endeavour to preserve WHEN to convert & could be bigger in size value for all compared to individual Series HOW MUCH to convert and could potentially
Slide 18: Consent Fee
Consent Fee Amn x
Slide 19: Consent Fee
Consent Fee Early Consent Bonus Appendix B – Voting Instruction Form If you submit your vote FOR BOTH Resolutions 1 AND 2* by 15 Voting Instruction Voting Instruction November 2017, 5.00 p.m., and Resolution 1 is passed, you qualify to to Meeting Agent in respect to Meeting Agent in receive 6,000 sh
Slide 20: Consent Fee Payment
Consent Fee Payment Option A & C Option B & D For Securityholders electing Option A & C For Securityholders electing Option B & D Mode of receiving • Consent Fee Shares will be sold and proceeds after • Consent Fee Shares will be credited into the CDP the Consent Fee of deduction of all expenses and
Slide 21: Completing Your Voting Form (Series 003-007, Appendix B)
Completing Your Voting Form (Series 003 – 007, Appendix B) Appendix B Voting Instruction to Meeting Agent in respect of Extraordinary Resolution No. 1 Voting Instruction to Meeting Agent in respect of Extraordinary Resolution No. 2 Qualify for Consent Fee if Voting Instruction Form is filled in as i
Slide 22: Important Deadlines
Important Deadlines Forms to reach Meeting Agent* by the date and time below: Series Early Consent Deadline** Submission of Voting Instruction Form ** Meeting 15 November 2017 20 November 2017 003 18 November 2017, 9.00 a.m. 5.00 p.m. 9.00 a.m. 15 November 2017 20 November 2017 004 18 November 2017,
Slide 23: Casting Your Vote (Instructions and Submissions)
Casting Your Vote (Instructions and Submissions) DirectInstructions and A) NotSubmission Voting in Person OptionsB) Voting in Person with CDP Consent Fee: Voting Instruction Form • Consent Fee does not apply to voting must reach Meeting Agent by: 15 in person. November 2017, 5.00 pm • Proxies will v
Slide 24: Questions Received
Questions Received 24
Slide 25: What if any Series does not pass Extraordinary Resolution No. 1?
What if any Series of Securities does not pass Extraordinary Resolution No. 1? ◉ The Refinancing Conditions of the Consent Solicitation Exercise will not be fulfilled. ◉ The conditions for the proposed amendments to the terms and conditions of each Series of Securities will not be met. ◉ The secured
Slide 26: What is required to pass the Resolutions?
What is required to pass the Resolutions? 20 Nov 17 Meeting: ER1 Adjourned Meeting: Extraordinary Quorum: Two or more Quorum: Two or more Resolution 1 (ER1) holders holding 75% If quorum is not holders holding 25% principal amount met, the principal amount meeting will be If quorum is met adjourned
Slide 27: Which Option is Better? Option A or B / Option C or D?
Which Option is Better? Option A or B / Option C or D? ◉ The Group understands that some of the securityholders may be unable to hold convertible instruments (Option B and Option D). ◉ Option A and Option C allow for redemption of principal in full plus a redemption premium at maturity. ◉ Option B a
Slide 28: Is there any hair cut?
Is there any hair cut? ◉ There is no hair cut to all the securities. ◉ For Options A and C a redemption premium is payable upon maturity in addition to your principal. ◉ For Option B, principal is payable upon maturity. ◉ Option D is a perpetual security and there is no maturity. ◉ Securityholders w
Slide 29: Why is the coupon rate reduced to 0.25%?
Why is the coupon rate reduced to 0.25%? ◉ This significant reduction of interest is essential to bring the level of debt to a sustainable level for the company to survive. ◉ The secured lenders have agreed in principle to cut their interest rates substantially. The Group needs the support of all st
Slide 30: What if I voted for ER1 but end up with a worse deal?
What if I support the Group and voted for ER1 but end up with a worse off deal compared to those who hold out? ◉ The successful completion of the refinancing of the Securities is a condition precedent to access the refinanced facilities that the secured lenders have given in-principle approval for.
Slide 31: How are securityholders protected if covenants are waived?
How are securityholders protected if we agree to waive the covenants? ◉ There are still Event of Defaults clauses in all new bonds issued (e.g. non-payment of coupons / principal, cross-default, insolvency, non-compliance with its obligations under the Refinancing Bonds Trust Deed etc.). ◉ Please re
Slide 32: Why are unencumbered assets not assigned as collateral?
Why are the unencumbered assets not assigned to the Securityholders as collateral? ◉ The secured lenders have requested for unencumbered assets (with estimated net realisable value of US$20million) to be given as security for a new working capital line of up to US$100m. ◉ Holders of the Refinancing
Slide 33: Will the company go bankrupt if the court rules for Series 009?
Will the company go bankrupt if the court votes in favour of the law suit by Series 009? ◉ Series 009 is credit-wrapped by DBS. If the redemption option is triggered, DBS is the committed funding provider. ◉ The Group has filed an application to strike out the originating summons by the Series 009 N
Slide 34: Will Series 007 then be triggered?
Will Series 007 then be triggered? In this case should Series 007 hold out? ◉ If the court rules that a suspension of trading triggers the put option, the Series 007 put option will be triggered as well. ◉ However, Series 007 is not backed by any committed funding provider and if the Group fails to
Slide 35: What if the Company does not pay the Series 003 coupon?
What happens if the Company does not pay the upcoming coupon for Series 003? ◉ The next coupon payment for Series 003 will be on 22 November 2017. ◉ There is a grace period of three days. ◉ Non payment of coupon will result in an Event of Default for the Group. ◉ The funds for coupon payments will h
Slide 36: Main terms of the Supplemental Consent Solicitation Statement
What are the main terms of the Supplemental Consent Solicitation Statement? Supplemental Consent Solicitation Statement Ezion will (a) exchange the existing securities for the new securities and (b) amend the Series 008 securities, only if among other conditions, all the following refinancing condit
Slide 37: Q&A
Q&A 37
Slide 38: Q&A
Q&A Please state your name before asking your question 1 2 38
Slide 39: Informal Clinic Sessions
Informal Clinic Sessions Details of Informal Clinic Sessions The Company will be holding a series of informal clinics with Securityholders to address any queries which Securityholders may have for the CSE Date 6 November 2017 (Monday) to 14 November 2017 (Tuesday) Frequency Daily sessions, excluding
Slide 40: Contact Info
Contact Info RSM Corporate Advisory Email Us Partner in Charge : Chio Kian Huat ezion_seriesnotes_SNJ@RSMSingapore.sg Contact Persons : Yap Jie Hui Call Us Charles Lin +65 6715 1398 Lester Phua Melissa Lim Trisha Ng Edmund Ng 40
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