BTS Group Holdings PCLbts.listedcompany.com/misc/presentation/20171114-bts-am-2q201718-03.pdf · 1...
Transcript of BTS Group Holdings PCLbts.listedcompany.com/misc/presentation/20171114-bts-am-2q201718-03.pdf · 1...
prepared by Investor Relations department BTS Group Holdings PCL
2 Q 2 0 1 7 / 18
E AR N I N G S P R E S E N TAT I O N
1 4 N O V E M B E R 2 0 1 7
BTS GROUP HOLDINGS PCL
Disclaimer
Investment involves risk. Prospective should understand the characteristics of Securities and study information about BTS Group Holdings Public Company Limited (the “Company”) before making a decision to invest in Securities. This presentation is for information purposes only and is intended only for the initial direct attendee of the presentation. It may not be reproduced or redistributed to any other person. It shall not and does not constitute either an offer to purchase or buy or a solicitation to purchase or buy or an offer to sell or exchange or a solicitation to sell or exchange any securities of BTS Group Holdings PCL (the "Company") or any of its subsidiaries in the United States of America or in any other jurisdiction or an inducement to enter into investment activity. No part of this presentation, nor the fact of its existence, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. This presentation is not to be relied upon in any manner as legal, tax or any other advice and shall not be used in substitution for the exercise of independent judgment and each person made aware of the information set-forth hereof shall be responsible for conducting its own investigation and analysis of the information contained herein. Except where otherwise indicated, the information provided in this presentation is based on matters as they exist as of the date stated or, if no date is stated, as of the date of preparation and not as of any future date, and the information and opinions contained herein are subject to change without notice. None of the Company nor any of its subsidiaries accepts any obligation to update or otherwise revise any such information to reflect information that subsequently becomes available or circumstances existing or changes occurring after the date hereof. None of the Company or any of its subsidiaries or any of their respective directors, officers, employees or agents shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation and any and all such liability is expressly disclaimed. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the express written approval of the Company. Some statements made in this presentation are forward-looking statements, which are subject to various risks and uncertainties. These include statements with respect to the Company’s corporate plans, strategies and beliefs and other statement that are not historical facts. These statement can be identified by the use of forward-looking terminology such as “may”, “will”, “expect” , “intend”, “estimate”, “continue”, “plan” or other similar words. The statements are based on the assumptions and beliefs of the Company’s management in light of the information currently available to the Company. These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Nothing in this Presentation is, or should be relied on as promise or representation of the Company as to the future.
BTS Group Earnings Presentation 2
Agenda
Section
1 BTSG 2Q 2017/18 FINANCIAL PERFORMANCE
Section
2 Section
3
BUSINESS UPDATES
BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation)
APPENDICES
BTS Group Earnings Presentation 3
prepared by Investor Relations department BTS Group Holdings PCL
2Q 2017/18 Financial Highlights
• Operating EBITDA was THB 875mn, increasing by THB 252mn or 40% YoY as a result of the improvements in operating performance of Mass Transit and Media businesses
• Pre-tax recurring profit (before MI) of THB 640mn, a growth of 11% YoY
• Reported net profit (before MI) rose by 19% YoY to THB 741mn mainly from higher recurring profit, extra-gain from Chef Man restructuring, partially offset with higher finance cost and increase in share of net loss from associates/JVs
• Balance sheet strength: THB 30.5bn cash & liquid investments*
• Low leverage: adjusted net D/E** ratio at 0.30x
*Cash and liquid investments include cash bal. of THB 9.0bn, current investments of THB 8.8bn and L/T liquid investments of THB 12.7bn **Adjusted Net Debt = Interest Bearing Debt - Cash and Cash Equivalent and Liquid Investment
• Fully enter investment phase; including: Pink & Yellow Lines civil works and E&M works (THB 6.2bn) and Green Line extension E&M works and train procurement (THB 1.2bn)
• Net cash received from debt financing of THB 6.0bn
• Cash received from JV partners (STEC, RATCH) of THB 1.75bn for 25% equity investment in pink and yellow line projects
PROFITABILITY
BALANCE SHEET
CASH FLOW
BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance
4
prepared by Investor Relations department BTS Group Holdings PCL
OPERATING REVENUE COMPARISON (YoY)
INCOME STATEMENT (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY
Operating Revenues1 2,543 1,722 48% 3,110 (18)% 5,653 3,276 73%
Gross operating profit 1,295 1,030 26% 1,278 1% 2,574 1,991 29%
Operating EBITDA2 875 623 40% 917 (5)% 1,791 1,259 42%
Net recurring profit – before MI 471 445 6% 435 8% 907 906 0%
Accounting EBITDA 1,420 984 44% 1,088 31% 2,508 1,974 28%
Net income (loss)3 653 548 19% 405 61% 1,058 1,096 (3)%
Gross operating profit margin (%) 50.9% 59.8% 41.1% 45.5% 60.8%
Accounting EBITDA margin (%) 45.6% 45.6% 32.5% 39.7% 48.2%
Recurring net profit margin (%) 16.7% 23.6% 13.3% 14.9% 25.0%
Operating EBITDA margin (%) 34.4% 36.2% 29.5% 31.7% 38.4%
P&L SNAPSHOT
52%
Mass Transit 38%
Media
6%
Property
4%
Services
2Q 2017/18 OPERATING REVENUE BREAKDOWN
1 operating revenue of 4 BUs & share of net profit from BTSGIF 2 excluding interest income 3 to equity holders of the parent
2Q 2017/18 Overview
BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance
1,722
2,543 676 180 17 (53)
2Q 16/17 Masstransit
Media Property Services 2Q 17/18
105% 23%
(THB mn)
12%
(2)%
5
prepared by Investor Relations department BTS Group Holdings PCL
15,095
-
(327)* (10,825)
5,043 9,025** 40
Beginning cash(31/3/17)
CFO CFI CFF Others Ending cash(30/9/17)
* After tax of THB 451mn and interest expense of THB 354mn as well as investment in E&M works and trains procurement (Green Line North and South extensions) of THB 1.2bn ** Excluding liquid investments of THB 21.5bn
CFI • Advance payment for civil works and
E&M works of the Pink and Yellow lines • Net cash paid for acquisitions of current
and other long-term investments • Dividend Income and Interest income
CFF • Net cash received from BE and PN • Cash received from STEC and RATCH
(re. pink and yellow line projects) • Final dividend payment for FY 2016/17
CFO Profit before tax of THB 1,519mn, deducted by • non-cash reconciling items of THB
177mn • changes in net working capital of
THB 865mn (this includes THB 1.2bn Green Line extension E&M works and train procurement)
6 Months Cash Flow Snapshot
(THB mn)
BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance
6
prepared by Investor Relations department BTS Group Holdings PCL
HISTORICAL OPERATING REVENUE (THB mn) KEY FACTORS
OPERATING PERFORMANCE
MASS TRANSIT (THB mn)
2Q 2017/18
2Q 2016/17
%YoY 1Q
2017/18 % QoQ
1H 2017/18
1H 2016/17
%YoY
Operating revenue 1,318 642 105% 1,993 (34)% 3,311 1,313 152%
Costs of revenue 740 227 226% 1,338 (45)% 2,078 447 365%
Gross profit 578 415 39% 655 (12)% 1,233 866 42%
Operating EBITDA 587 422 39% 664 (12)% 1,251 881 42%
Gross margin (%) 43.8% 64.6% 32.9% 37.2% 66.0%
Operating EBITDA margin (%) 44.5% 65.8% 33.3% 37.8% 67.1%
OPERATING REVENUE BREAKDOWN
36%
O&M
Services revenue from provision of E&M works & train procurement
39%
2Q 2017/18
Mass Transit
Share in BTSGIF
19%
BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance
Int income from train procurement
& E&M
6%
395 395 409 417 411 411 422 474 472 33 33 33 33 32 32 90 78 82 223 219 197 221 199 284 241 218 247
1,444 1,224
519
2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18
Services revenue from provision of E&M works & trainprocurementShare of NP in BTSGIF (THB mn)
Int income from train procurement (THB mn)
O&M (THB mn)
O&M revenue rose by 15% YoY to THB 472mn mainly from the existing extension and one new additional station (Samrong: E15)
Farebox revenue of 1,726mn (up 0.6% YoY) with 0.8% YoY ridership growth Share of net profit in BTSGIF of THB 247mn (rose 24% YoY) Services revenue from the provision of E&M works and the train
procurement service for the Southern and Northern Green Line extensions of THB 0.5bn
Costs rose 226% YoY to THB 740mn largely due to cost of services related to the provision of E&M works and the train procurement service for Green Line extensions
Operating EBITDA margin was 44.5% (65.8 % in 2Q 2016/17)
7
prepared by Investor Relations department BTS Group Holdings PCL
HISTORICAL OPERATING REVENUE (THB mn) KEY FACTORS
59%
BTS – Related Media
24%
Outdoor Media
MEDIA (THB mn)
2Q 2017/18
2Q 2016/17
%YoY 1Q
2017/18 % QoQ
1H 2017/18
1H 2016/17
%YoY
Operating revenue
970 789 23% 849 14% 1,819 1,410 29%
Costs of revenue 310 271 14% 293 6% 603 470 28%
Gross profit 660 519 27% 555 19% 1,216 940 29%
Operating EBITDA 519 361 44% 421 23% 940 690 36%
Gross margin (%) 68.1% 65.7% 65.4% 66.8% 66.6%
Operating EBITDA margin (%)
53.5% 45.7% 49.6% 51.7% 48.9%
2Q 2017/18
OPERATING PERFORMANCE
OPERATING REVENUE BREAKDOWN
8
Media
9%
Office Buildings
and Others
8%
Digital
BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance
527 512 570 542
789 755 741 753 891
79
104 96
79
2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18
Digital Services Media OOH Overall Media revenue up 23% YoY to THB 970mn mainly from higher consolidated revenue from acquired businesses and healthy performance of all Media business segments
OOH Media* revenue or 92% of total Media revenue, increased by THB 891mn, or 27% YoY higher prices, synergies from the Digital Services segment as well as positive order intake in the Outdoor media product group
Costs increased 14% YoY from THB 271mn to THB 310mn, primarily due to the consolidation of newly acquired businesses
Operating EBITDA margin improved YoY to 53.5% (45.7% in 2Q 2016/17)
*OOH Media includes Transit, Outdoor and Office Building and Other Media
prepared by Investor Relations department BTS Group Holdings PCL
HISTORICAL OPERATING REVENUE (THB mn) KEY FACTORS
90%
Commercial & Others Residential
10%
OPERATING PERFORMANCE
PROPERTY (THB mn)
2Q 2017/18
2Q 2016/17
%YoY 1Q
2017/18 % QoQ
1H 2017/18
1H 2016/17
%YoY
Operating Revenue 159 142 12% 146 9% 306 284 8%
Costs of revenue 108 88 22% 95 14% 203 179 13%
Gross profit 51 54 (4)% 52 (1)% 103 105 (2)%
Operating EBITDA (4) (5) (10)% (6) (26)% (10) (8) 32%
Gross margin (%) 32.2% 37.8% 35.3% 33.7% 36.9%
Operating EBITDA margin (%)
(2.7)% (3.4)% (4.0)% (3.3)% (2.7)%
OPERATING REVENUE BREAKDOWN
2Q 2017/18
NOTE: Property revenue excludes share of profit/(loss) from investment in BTS-SIRI JVs, U City and Bayswater.
9
Property
BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance
331 161 171 142 142 147
186 146 159
2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18
Operating revenue Proceeds from land sale Operating revenue was THB 159mn, increasing 12% YoY due to the
overall improvement in the operating performance of our commercial properties
Residential property revenue increased by THB 9mn or 131% YoY to THB 15mn from higher housing unit sales
Commercial property revenue rose by 6% YoY or THB 9mn to THB 144mn mainly from improving overall hotel performance
Operating costs increased by THB 20mn or 22% YoY to THB 108mn and in-line with the increase in revenue
Share of net profit from BTS-SIRI (THB 190mn), mainly from 39% transferred units in The Line Jatujak - Mochit
Share of loss from U City (THB 336mn) mainly from the impairment of Avani Khon Kaen Hotel and Convention Center
prepared by Investor Relations department BTS Group Holdings PCL
Cash
31 Mar 17: THB 15.09bn
30 Sep 17: THB 9.03bn
Current Investments
31 Mar 17: THB 6.24bn
30 Sep 17: THB 7.22bn
Long-Term Investments
31 Mar 17: THB 13.52bn
30 Sep 17: THB 15.75bn
Gross Debt
31 Mar 17: THB 38.31bn
30 Sep 17: THB 44.49bn
Adjusted Net Debt*
31 Mar 17: THB 6.19bn
30 Sep 17: THB 14.01bn
*****
Issued Ordinary Shares
31 Mar 17: 11,935.0mn
30 Sep 17: 11,940.4mn
72%
28% 22%
78%
25%
46%
30%
48%
20%
32%
2Q 2017/18: 0.97x 2Q 2016/17: 0.31x
Gross Debt to Equity
2Q 2017/18: 0.30x 2Q 2016/17: 0.01x
Adjusted Net Debt* to Equity
2Q 2017/18: 4.05x 2Q 2016/17: 0.16x
Adjusted Net Debt* to
Operating EBITDA
2Q 2017/18: 2.75x 2Q 2016/17: 6.95x
Interest Coverage
2Q 2017/18: 0.91x 2Q 2016/17: 0.58x
Current Ratio
ASSET BREAKDOWN (THB MN)
LIABILITIES AND EQUITY BREAKDOWN (THB MN)
KEY RATIOS
10 BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance
Balance Sheet
*Adjusted Net Debt = Interest Bearing Debt - Cash and Cash Equivalent and Liquid Investment
67,351 78,296
26,301 22,597
31-Mar-17 30-Sep-17
Total current assets Total non-current assets
93,651 100,893
45,182 46,000
29,833 29,936
18,636 24,957
31-Mar-17 30-Sep-17
Total current liabilities Total non-current liabilities Total shareholders' equity
100,893 93,651
Agenda
Section
1 BTSG 2Q 2017/18 FINANCIAL PERFORMANCE
Section
2 Section
3
BUSINESS UPDATES
BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation)
APPENDICES
BTS Group Earnings Presentation 11
prepared by Investor Relations department BTS Group Holdings PCL
HISTORICAL AVERAGE FARE & % GROWTH HISTORICAL RIDERSHIP & % GROWTH
12
Mass Transit Update Core Network Ridership
BTS Group Earnings Presentation Section 2: Business Update
• Quarterly ridership = 62.2mn trips, +0.8% YoY, +7.1% QoQ
• Quarterly average fare = THB 27.8/trip, -0.2% YoY, -0.6% QoQ
• Quarterly average weekday ridership = 756,898, +1.1% YoY
• 1H 17/18 ridership = 120.2mn trips, +1.7% YoY
• 1H 17/18 average fare = THB 27.8/trip, -0.4% YoY
2Q 17/18 • Ridership: increasing 0.8% YoY, +7.1% QoQ
The ridership considerably increased QoQ mainly from more weekdays this quarter (more holidays last quarter such as Song Kran Festival, National Labor Day)
61.7
59.8 60.1
58.0
62.2
5.5% 1.2%
1.7% 2.8%
0.8%
9.3%
-3.1% 0.5%
-3.4%
7.1%
-50.0%
0.0 %
53.0
58.0
63.0
2Q 2016/17 3Q 2016/17 4Q 2016/17 1Q 2017/18 2Q 2017/18
Ridership (mn trips) Passenger Growth (YoY)
Passenger Growth (QoQ)
27.8 27.8 27.9 27.9 27.8
1.6%
-0.3% -0.3% -0.6%
-0.2%
-1.0%
-0.2% 0.4% 0.3%
-0.6%
25.0
30.0
2Q 2016/17 3Q 2016/17 4Q 2016/17 1Q 2017/18 2Q 2017/18
Average Fare (THB/trip) Average Fare Growth (YoY)
Average Fare Growth (QoQ)
prepared by Investor Relations department BTS Group Holdings PCL
13 BTS Group Earnings Presentation Section 2: Business Update
Mass Transit Update Fare Increase in the Core Network – Effective 1 October 2017
15.0
22.0 25.0 28.0
31.0 34.0
37.0
42.0
20.1
26.8
33.5
40.2
46.9
53.6
60.3
16.0
23.0 26.0
30.0
33.0
37.0 40.0
44.0
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17
SINGLE JOURNEY TICKET (SJT): 35% OF TICKET TYPES
Number of
Station 0-1 2 3 4 5 6 7 ≥ 8
Present 15 22 25 28 31 34 37 42
1 Oct 17 16 23 26 30 33 37 40 44
RABBIT SENIOR Number
of Station
0-1 2 3 4 5 6 7 ≥ 8
Present 7 11 13 14 16 17 19 21
1 Oct 17 8 12 13 15 17 19 20 22
• Fare of SJT, Rabbit monthly pass and Rabbit senior tickets in the Core Network will be increased from 1 October 2017 onwards • For Rabbit Purse Card (Stored Value Card: STV), the fare will remain as the previous effective fare of THB 15 - 42 until 31 March 2018 • Expected FY 2017/18 average fare increased by 2% to THB 28.5 per trip
RABBIT MONTLY PASS ADULT: 28% OF TICKET TYPES
Present THB/Trip 1 Oct 17 @THB/Trip
15 Trips 450 30 465 31
25 Trips 700 28 725 29
40 Trips 1,040 26 1,080 27
50 Trips 1,250 25 1,300 26
RABBIT MONTLY PASS STUDENT: 6% OF TICKET TYPES
Present THB/Trip 1 Oct 17 @THB/Trip
15 Trips 345 23 360 24
25 Trips 525 21 550 22
40 Trips 760 19 800 20
50 Trips 900 18 950 19
AUTHORISED FARE (APR 2013)
NEW EFFECTIVE FARE (OCT 2017)
PREVIOUS EFFECTIVE FARE (JUN 2013)
FARE PRICE (THB)
POTENTIAL FARE UPSIDE
NO. OF STATIONS
prepared by Investor Relations department BTS Group Holdings PCL
SOUTHERN GREEN LINE EXT. (BEARING – SAMUTPRAKARN) 12.6KM, 9 STATIONS
MAR 2012 Civil works start
MAR 2016 MOU between MRTA & BMA signed
APR 2017 1st station Opened (E15 - Samrong Station)
Targeted full operation
2012
2016
2017
2018
14 BTS Group Earnings Presentation Section 2: Business Update
Mass Transit Update Progress of BTS recently-awarded Lines
MAR 2017 Finalised O&M contract
NORTHERN GREEN LINE EXT. MO CHIT – KHU KHOT 18.2KM, 16 STATIONS
MID 2015 Civil works start
MAR 2016 MOU between MRTA & BMA signed
MAR 2019 Targeted 1st station open (N9 - Ladphrao Intersection Station)
Targeted full operation
2015
2016
2017
2020
MAR 2017 Finalised O&M contract
2019 2017
NOV 2016 BSR JV (BTS Group, STEC and RATCH) submitted a tender offer of the Pink and the Yellow lines
MAY 2017 The Cabinet approved the Pink and the Yellow Line
APR 2021 Targeted full operation for both lines
2016
2021
2017
JUN 2017 Contracts signed for both lines
2017
JAN 2018 Expected construction begins
2018
PINK AND YELLOW LINES KHAE RAI – MIN BURI AND LAD PRAO – SAM RONG 64.9KM, 53 STATIONS
• E&M work is in progress • Expected 1st train delivery by May 2018
• Civil work 49% completion (MRTA, Oct 17)
• E&M work is in progress • Required land hand over from MRTA is in
progress (expected completion in Dec 2017)
prepared by Investor Relations department BTS Group Holdings PCL
3 November 2016: BTSC was approved by the Securities and Exchange Commission, Thailand (SEC) to issue up to THB 22,000mn senior unsecured debentures. The bonds will be issued in four tranches due in 2019, 2021, 2023, and 2026.
Tenor Amount up to Coupon Rate
3-year THB 5.5bn 2.46%
5-year THB 2.2bn 2.85%
7-year THB 4.1bn 3.30%
10-year (NC5) THB 10.2bn 3.87%
Total THB 22bn 3.31% (average)
Amount up to THB 22bn
Tenor 3, 5, 7, 10 years (NC5)
Rating A / Stable by Fitch and TRIS
Rationale Purchase new rolling stocks and electrical and mechanical system (E&M) for the Northern and Southern Green Line extensions
Issuance Date 10 November 2016
15
Mass Transit Update CAPEX for newly-awarded lines - secured by debt financing
NEW GREEN LINE EXTENSIONS PINK AND YELLOW LINES
10 October 2017: BSR JV signed the syndicated loan agreement between Bangkok Bank, Siam Commercial Bank and Krungthai Bank at a total value of up to THB 63.4bn.
Credit Facilities Total of THB 63.36bn • THB 31.68bn for Pink Line • THB 31.68bn for Yellow Line
Syndicate Banks Bangkok Bank, Krung Thai Bank, Siam Commercial Bank
Loan Term 17 years and 3 months spread across 15 payments starting from first operation date
Rationale Financing of both Pink and Yellow lines
BTS Group Earnings Presentation Section 2: Business Update
prepared by Investor Relations department BTS Group Holdings PCL
16 BTS Group Earnings Presentation Section 2: Business Update
Media Update 6 months VGI Group’s key developments
TRANSIT: Bangkok’s Network
• OPPO brand at Mo Chit, Ploenchit and Saladang
• AEON brand at Asok
• COMICO brand at Victory Monument
• Aquarius at Chong Nonsi
Malaysia’s Network
• >200,000 ridership in SBK Line
• Media on 2 stations and 15 trains
OFFICE: • Total 170 office buildings (1,309 digital screens)
• 8 new office contracts / 10 target buildings
OUTDOOR: • Fully operated 21 digital screens / 51 target screens
RABBIT: • 8.1mn cardholders
• 4,400 retail points
• 133 brand partners
• 2.4mn Rabbit LinePay users
• 425 merchants
prepared by Investor Relations department BTS Group Holdings PCL
74.4%
80.5% 81.8% 82.9%
76.3%
83.4%
76.6% 79.3%
71.4%
83.0%
1Q15/16
2Q15/16
3Q15/16
4Q15/16
1Q16/17
2Q16/17
3Q16/17
4Q16/17
1Q17/18
2Q17/18
BTS-Sansiri JV THB 13.8bn
HOTEL REVPAR AND OCCUPANCY HISTORICAL HOTEL OCCUPANCY
Others 26%
U-Hotels 46%
Thana City Golf 28% Total Book Value
as of 30 Sep 17: THB 37.7bn
17 BTS Group Earnings Presentation Section 2: Business Update
Property Update BTS Group property breakdown
PROPERTY BOOK VALUE BREAKDOWN COMMERCIAL PROPERTY REVENUE BREAKDOWN
COMMERCIAL PROPERTY
Bayswater JV THB 4.3bn
Residential THB 0.5bn
* Adjusted for equity stake
2,5
28
1,4
57
2,3
49
2,1
38
85.1% 79.7% 83.9% 83.0%
0.0 %
10. 0%
20. 0%
30. 0%
40. 0%
50. 0%
60. 0%
70. 0%
80. 0%
90. 0%
100 .0%
-
500
1,00 0
1,50 0
2,00 0
2,50 0
3,00 0
U Chiang Mai U Inchantree U Sathorn Blended
RevPar (THB per night) Occupancy Rate
2Q 17/18 Commercial
Property Revenue:
THB 144mn Keystone JV
THB 0.8bn
Commercial THB 4.5bn
Land Bank THB 1.8bn
U City THB 12.0bn
1%
12%
5%
32% 11%
2%
37%
prepared by Investor Relations department BTS Group Holdings PCL
Property Update Rationale - U City is positioned as the dedicated BTS Group property vehicle
• Unclear segregation of property business (and in some case conflict of interest) between BTS Group and U City and inefficient resource allocation
• U City has limited growth opportunities and limited residential opportunities
CURRENT SITUATION
U City Capital Increase
Entire Business Transfer (EBT) of Unicorn Enterprises (UE)
Disposal of U City Assets
U City becomes the dedicated property development and investment vehicle for BTSG • As U City’s current property business is limited to hotels and office rental,
new assets to be acquired from Unicorn will allow U City to expand its revenue stream and serve larger base of customers
More efficient resource allocation and better management of property business • Consolidation of property opportunities in one vehicle allows for higher
efficiency and economies of scale in each business
KEY RESTRUCTURING TRANSACTION:
BENEFIT TO BTSG & U CITY
UNICORN ENTERPRISE (UNICORN OR UE)
Property for sale
(mostly sold out)
Property-related
services
Hospitality
Land banks
Joint venture
i.e. JV Sansiri,
International school,
AHS
Projects and land
banks under study
Hospitality
Other assets
100% 35.64%
1
18
2
3
“U City becomes the dedicated property vehicle for BTS Group”
OBJECTIVE:
OUR ACTION
To eliminate potential conflict between U City and BTSG property business • Unicorn will discontinue its business, dissolve and liquidate after the EBT • BTSG will grant ROFR, Call Option and Management Agreement and/or
Sales Agency Agreement to U City on assets remaining at BTSG
Office buildings Office buildings
“Expected gain to BTS Group from restructuring transaction is approx. THB 2,000mn (after elim) upon transaction completion in 4Q 2017/18”
BTS Group Earnings Presentation Section 2: Business Update
prepared by Investor Relations department BTS Group Holdings PCL
Hotel Condominium Some land bank
UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment
*Assets to be divested (value of approx. THB 3bn) • Anantara Chiang Mai Resort and Spa • AVANI Khon Kaen Hotel & Convention Centre • Anantara Chiang Mai Serviced Suites • Park Aran Boulevard Commercial Building Project • Park Ramindra Condominium • Land banks in Charansanitwong & Chonburi • Land in Nakhon Ratchasima
Phaya Thai Project Mochit Project Land banks
Projects and land
banks under study Hospitality
Hotel and hotel management
Office rental
Property for sale* Assets from EBT
Subsidiary shares Joint venture shares
UE to transfer all selected assets and shareholder loans to U City in exchange for new shares (and warrants) in U City • Assets value: THB 12,917mn (as of 30 Jun 2017) • BTSG loan: THB 10,745mn (as of 30 Jun 2017) • Value of preferred shares issued to UE (PP): THB
2,172mn
35.64%
UE
100%
1 EBT • Subsidiary shares in
companies • Joint venture shares
i.e. JV Sansiri, International school, AHS
Preferred shares issued to UE (PP)
U City plans to repay all shareholder loan from BTSG (from EBT) with proceeds from capital increase
• Private Placement (PP) – Preferred shares and warrants PP to Bangkok Bank (Strategic investor)
• Right Offering (RO) – Preferred shares and warrants RO to all shareholders including strategic investor
35.64%
Strategic Investor
U City Shareholder
RO • PP • RO
#1 and #2 will be conditional upon each other
2
RO
3
Note: - Certain assets under UE that will not be transferred to U City but will be transferred to BTSG prior to the transaction - To ensure sufficient funding, U City is currently securing bank facility in case of proceeds from PP and RO are lower than shareholder loans
19
Property Update Restructuring transaction structure
voluntarily propose to shareholder for approval
Repayment of SH Loan
BTS Group Earnings Presentation Section 2: Business Update
prepared by Investor Relations department BTS Group Holdings PCL
Property Update Key dates of restructuring transaction
UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment
30 Oct 2017 Execute EBT Agreement
15 Nov 2017 U City EGM record date
4 Jan 2018 U City EGM for SHD approval
14 Mar 2018 EBT completion date
30 Oct 2017 Execute EBT Agreement
15 Nov 2017 U City EGM record date
4 Jan 2018 U City EGM for SHD approval
22 Jan 2018 BBL PP subscription date
26 Jan 2018 RO record date
5 – 9 Mar 2018 RO subscription period
14 Mar 2018 EBT completion date
16 Mar 2018 PP & RO warrants issuance date Preferred shares start trading on SET
15 Nov 2017 U City EGM record date
4 Jan 2018 U City EGM for SHD approval
To be completed within end 2018 Execute asset divestment
20 BTS Group Earnings Presentation Section 2: Business Update
prepared by Investor Relations department BTS Group Holdings PCL
21 BTS Group Earnings Presentation Section 2: Business Update
Property Update BTS-SIRI JV Project: The Line Jatujak – Mochit 39% Transferred
Project Name The Line Jatujak – Mochit
Presale Period May 2015
Project Value (THB mn) 5,813
Units 841
Avg. price per sqm (THB) 181k
Sold 97%
Construction Progress 100%
Transfer Start Sep 2017
Est. Transfer Completion May 2018
Foreign Participation 14%
THE LINE JATUJAK – MOCHIT
Backlog
THB 2,134mn THB 3,519mn
Transferred
Source: www.dotproperty.co.th
prepared by Investor Relations department BTS Group Holdings PCL
Services Update Man Food Holdings - JV between BTSG, Chef Man and Bangkok Ranch (BR)
• On 4 August 17, Chef Man added a new strategic JV partner, Bangkok Ranch (BR), a listed and leading purveyor of duck meat through a capital increase
• BR’s extensive food processing expertise will enable Chef Man to scale-up its business domestically and internationally
• Currently, BR injected its investment which made shareholding in Man Food Holdings (MFH) be 41% : 41% : 18% between BTS Group : BR : Chef Man (BTS
Group and BR have an option to increase stake up to 42.5% in Man Food Holdings. Expected final shareholding in Man Food Holdings of 42.5% : 42.5% : 15%
between BTS Group : BR : Chef Man)
• Since 4 August 2017, four ChefMan Group’s subsidiaries performances (MK, PK, KMJ and LC) were no longer be consolidated but treated as “share of net
profit/ (loss) from investment in Joint venture (MFH)” instead.
• In 2Q 2017/18, THB 251mn gain was recognised from the changes in status from Chef Man Group’s subsidiaries to jointly control entities under MFH.
69%
BTSG
PK MK
LC
70%
100%
Chair Man
(quick dining)
• Chef Man (original)
• Man Kitchen (buffet)
M Krub (fine dining)
ChefMan
30%
Others
31%
KMJ
Round Table
(quick dining)
51%
MFP
100%
Factory
PRE-TRANSACTION
100%
LC
100%
ChefMan
50%
PK
41%
MFP
18%
CURRENT STRUCTURE
BR BTSG
KMJ
Man Food
Holdings (MFH)
41%
69%
MK
100%
Subsidiary
JV
22 BTS Group Earnings Presentation Section 2: Business Update
Agenda
Section
1 BTSG 2Q 2017/18 FINANCIAL PERFORMANCE
Section
2 Section
3
BUSINESS UPDATES
BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation)
APPENDICES
BTS Group Earnings Presentation 23
prepared by Investor Relations department BTS Group Holdings PCL
LINE ROUTE AUTHORISING
BODY TARGETED
OPERATE YEAR CONSTRUCTION
PROGRESS No. of station
DISTANCE (KM)
BLUE HUA LAMPHONG - BANG KHAE MRTA 2020 UNDER CONSTRUCTION 11 14.0
BLUE BANG SUE - THA PRA MRTA 2020 UNDER CONSTRUCTION 9 13.0
BLUE BANG KHAE - BHUDHAMONTHON 4 MRTA 2021 4 8.0
PURPLE (SOUTHERN) TAO POON - RAT BURANA MRTA 2022 17 23.6
GREEN (SOUTHERN) BEARING - SAMUT PRAKARN BMA 2018 UNDER CONSTRUCTION 9 12.6
GREEN (NORTHERN) MO CHIT - KHU KHOT BMA 2020 UNDER CONSTRUCTION 16 18.2
PINK KHAE RAI – MIN BURI MRTA Early 2021 30 34.5
YELLOW LAD PRAO – SAM RONG MRTA Early 2021 23 30.4
GOLD (PHASE I) KRUNG THON BURI – KLONG SAN BMA 2019 3 1.7
GREEN EXT. (WESTERN) BANG WA - TALING CHAN BMA 2020 6 7.0
LRT BANG NA - SUVARNABHUMI BMA 2022 14 18.3
GREY (PHASE I) WATCHARAPHON - THONG LO BMA 2022 15 16.3
ORANGE (EASTERN) THAILAND CULTURAL CENTER - MIN BURI MRTA 2023 UNDER CONSTRUCTION 17 22.6
ORANGE (WESTERN) TALING CHAN - THAILAND CULTURAL CENTER MRTA 2023 12 17.0
DARK RED BANG SUE - RANGSIT SRT 2021 UNDER CONSTRUCTION 8 26.3
GREEN EXT. (NORTHERN) KHU KHOT - LUMLUKKA MRTA 2021 4 7.0
GREEN EXT. (SOUTHERN) SAMUT PRAKARN - BANGPU MRTA 2021 4 7.0
DARK RED BANG SUE – HUA LUM PHONG SRT 2020 5 6.5
LIGHT RED BANG SUE – PHAYATHAI – MAKKASAN – HUAMAK SRT 2020 9 19.0
TOTAL (KM) 303.0
303.0KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT IN 6 YRS, 104.9KM UNDER CONSTRUCTION
CORE AND EXTENSIONS TO OUR CURRENT LINES LINES CONNECTING TO OUR LINES
82.9km
Mass Transit Update Focused on new 6 lines; total length of 82.9km
24
Sources: Office of Transport and Traffic Policy and Planning, Mass Rapid Transit Authority of Thailand, Bangkok Metropolitan Administration, State Railway of Thailand, Ministry of Transport, Bangkok Expressway and Metro Public Company Limited (BEM), BTS Group Holdings Public Company Limited (BTS)
BTS Group Earnings Presentation Appendix
prepared by Investor Relations department BTS Group Holdings PCL
25
CURRENT STATUS: Awaiting EIA approval and cabinet’s approval (The route already includes in the master plan and approved by CMLT/BMC)
2017 Expected bidding/ award
2022 Target operation year
2022 Target operation year
LRT (18.3km) GREY PHASE I (16.3km) WESTERN GREEN (7km)
2020 Target operation year
2018 Expected O&M award
CURRENT STATUS: Awaiting EIA approval and cabinet’s acknowledgment (The route already includes in the master plan and approved by CMLT/BMC)
2018 Expected bidding
CURRENT STATUS: Awaiting EIA approval, BMC approval (CMLT already approved in the principle)
ORANGE (39.6km)
2017 Target civil work (phase II – West) open bid
CURRENT STATUS: Civil work (phase I - East) Bidding process - Done)
MID 2018 Target concession bidding
GOLD (2.7km)
2023 Target operation year
2017 Expected O&M award
CURRENT STATUS: KT is proactively finding contractor and operator
Mass Transit Update Progress of Other Targeted Lines
2019 Target operation year
BTS Group Earnings Presentation Appendix
prepared by Investor Relations department BTS Group Holdings PCL
26
BTS Group Update Share of Income / (Loss) from Investments in JV & Associates
BTS Group Earnings Presentation Appendix
Amount (THB mn) 2Q 2017/18 2Q 2016/17
Share of income/ (loss) from investments in joint ventures
ATS (AEON-rabbit) 5.9 3.4
Bayswater (10.5) (32.0)
BTS-SIRI JV Projects 189.6 (28.3)
Man Food Holdings (0.4) -
Keystone Estate and Keystone Management 0.6 -
Rabbit LINE Pay (20.3) (9.3)
Total 164.8 (66.3)
Share of income/ (loss) from investments in associates
Absolute Hotel Services (AHS) 1.8 1.5
Aero Media 2.0 0.1
BTSGIF 246.6 199.0
Demo Power 3.4 -
MACO’s associates 1.7 1.5
U City (335.9) (26.6)
Total (80.5) 175.5
prepared by Investor Relations department BTS Group Holdings PCL
50%
51%
Bayswater Co., Ltd.
BTS Group Holdings PCL
BTS Rail Mass Transit Growth Infrastructure Fund (BTSGIF)
97.46%
Yongsu Co., Ltd. The Community
One Co., Ltd.
100%
Bangkok Mass Transit System PCL (BTSC)
20.57%
MEDIA BUSINESS
41% Kanjanapas Family1
32% Institutional Investors 27% Individual Investors
35.64%
PROPERTY BUSINESS
VGI Advertising Media Co., Ltd.
100%
888 Media Co., Ltd.
100%
100%
Master Ad PCL
30.69%
Aero Media Group Co., Ltd.
30%
VGI Global Media PCL (VGI) 2
Point of View (POV) Media Group Co., Ltd.
33.33%
MASS TRANSIT BUSINESS
Tanayong International Ltd. 100%
SERVICES BUSINESS
RabbitPay System Co., Ltd.
80%
Rabbit-Line Pay Co., Ltd.
ASK Direct Group Co., Ltd.
51%
Rabbit Insurance Broker Co., Ltd.
51%
Rabbit Internet Co., Ltd.
25%
Rabbit Rewards Co., Ltd.
100%
KMJ Co., Ltd.
100%
BSS Holdings Co., Ltd. 90%
51% ATS Rabbit Special Purpose Vehicle Co., Ltd.
Little Corner Co., Ltd. 69%
Man Food Holdings Co., Ltd. 41%
HHT Construction Co., Ltd.3
90% Bangkok Smartcard System Co., Ltd.
The Community Two Co., Ltd.
100%
100% Kingkaew Assets Co., Ltd
Man Kitchen Co., Ltd.
Man Food Products Co., Ltd.
Bangkok Payment Solutions Co., Ltd.
60%
Listed entities
Subsidiaries
Associates
LEGEND
JVs
40% Demo Power (Thailand) Co., Ltd.
49%
49%
100% VGI Global Media (Malaysia) Sdn Bhd
The ICON VGI Co., Ltd.
25%
100% RB Services Co., Ltd.
U City PCL
Northern Bangkok
Monorail Co., Ltd.
Eastern Bangkok
Monorail Co., Ltd.
75%
75% 4.73%
Primary Kitchen Co., Ltd. 100%
100%
51%
100%
51%
50%
Post-restructuring : BTS Organisation Chart U City becomes the dedicated vehicle for BTS Group property development
27
DNAL Co., Ltd. 100%
1 Information based on book closure date on 4 Aug 17 with total issued shares = 11,940.4mn shares 2 BTSG holds 71.6% of VGI indirectly and directly 3 Revenue from the Company recorded under Services BU
BTS Group Earnings Presentation Appendix
prepared by Investor Relations department BTS Group Holdings PCL
Post-restructuring: U City Organisation Chart An integrated property developer along mass transit lines
Project Green Co., Ltd
BTS Assets Co., Ltd
Lombard Estate Holdings Limited
Thirty Three Gracechurch 1
Limited
Thirty Three Gracechurch 2
Limited
Vienna House Capital GmbH
LH Unit Trust
Underwood Street Limited
PrannaKiri Assets Co., Ltd
Siam Paging and Communication
Co., Ltd
Tanayong Food and Beverage Co., Ltd
BTS Land Co., Ltd
Mak8 Co., Ltd
Nine Square Co., Ltd
Unison One Co., Ltd Absolute Hotel Services Co., Ltd
BTS Sansiri Holding One Co., Ltd
Tanayong Property Management Co.,
Ltd
BTS Sansiri Holding Two Co., Ltd
Thana City Golf & Sports Club Co., Ltd
BTS Sansiri Holding Three Co., Ltd
Muangthong Assets Co., Ltd
BTS Sansiri Holding Four Co., Ltd
BTS Sansiri Holding Fourteen Co., Ltd
Keystone Estate Co., Ltd
BTS Sansiri Holding Five Co., Ltd
BTS Sansiri Holding Fifteen Co., Ltd
BTS Sansiri Holding Seven Co., Ltd
BTS Sansiri Holding Seventeen Co., Ltd
BTS Sansiri Holding Eight Co., Ltd
BTS Sansiri Holding Eighteen Co., Ltd
Ratburana Property Co., Ltd
BTS Sansiri Holding Six Co., Ltd
BTS Sansiri Holding Sixteen Co., Ltd
Keystone Management Co.,
Ltd
BTS Sansiri Holding Nine Co., Ltd
BTS Sansiri Holding Nineteen Co., Ltd
Nuvo Line Agency Co., Ltd.
BTS Sansiri Holding Twenty Co., Ltd
BTS Sansiri Holding Twenty One Co., Ltd
BTS Sansiri Holding Eleven Co., Ltd
BTS Sansiri Holding Twenty Two Co., Ltd
Prime Area 38 Co., Ltd
BTS Sansiri Holding Twelve Co., Ltd
Absolute Hotel Services (HK) Ltd
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
100% 100%
50%
100%
100%
50%
50%
100%
100%
100%
100%
100%
75.47%
71.6%
100%
100%
100%
100% 100%
100% 100% 100% 100%
100%
Natural Hotel Panwa Co., Ltd
Kamkoong Property Co., Ltd
100% 100%
Natural Hotel Sukhumvit Co., Ltd
Natural Park Ville Co., Ltd
Natural Real Estate Co., Ltd
100%
Richee Property Co., Ltd
100%
Park Gourmet Co., Ltd
100%
Park Opera Co., Ltd
100% 100%
100%
35.64%
Hotel Office Alternative Residential
Former UE subsidiaries and associates
U City PCL
28
Tanayong Hong Kong Ltd.
12.26%
100%
BTS Group Earnings Presentation Appendix
prepared by Investor Relations department BTS Group Holdings PCL
Property Restructuring Preferred Shares Terms: 7% dividend yield committed over 5 years
TYPE preferred shares with specified dividend
ISSUE DATE 5 March 2018
SPECIFIED DIVIDEND THB 0.0022 per share per calendar year
DIVIDEND ENTITLEMENT for 5 years at dividend rate dividend accumulates at the difference between specified dividend and actual dividend paid until fully paid
VOTING RIGHTS 1 share : 1 vote after full payment of cumulative dividend or after 31 December 2027; 10 shares : 1 vote
CONVERSION RIGHTS after 31 December 2022 preferred shares are convertible to ordinary shares on quarterly basis
CONVERSION RATIO 1 preferred shares : 1 ordinary share
ALLOCATION to existing shareholders at the ratio of 5 existing shares : 4 new preferred shares
NO. ISSUED SHARES
up to 571,241,855,310 shares of which:
• up to 28,937,500,000 (offered to BBL)
• up to 472,239,839,180 (offered to existing shareholders)
• up to 70,064,516,130 (offered to UE)
29 BTS Group Earnings Presentation Appendix
prepared by Investor Relations department BTS Group Holdings PCL
Property Restructuring U-W3 & U-W4 Warrants Terms: Sweetener for preferred share issue
TICKER U-W3 U-W4
TERMS 5 years 5 years
ISSUE DATE upon completion of preferred shares offering upon completion of preferred shares offering
EXPIRY DATE 2023 2023
EXERCISE PERIOD 1 years from issuance date on a quarterly basis 1 years from issuance date on a quarterly basis
EXERCISE RATIO 1 warrant : 1 ordinary share 1 warrant : 1 ordinary share
EXERCISE PRICE THB 0.05 THB 0.06
ALLOCATION to preference shareholders
at the ratio of 2 preferred shares : 1 warrant
to preference shareholders
at the ratio of 2 preferred shares : 1 warrant
NO. ISSUED WARRANTS up to 49,501,008,065 warrants up to 236,119,919,590 warrants
WARRANT PRICE - -
TRADEABLE ON SET No Yes
EXPECTED MAXIMUM PROCEEDS
THB 2,475.1mn THB 14,167.2mn
30 BTS Group Earnings Presentation Appendix