SkyCity Entertainment Group Limited Equity Raising Investor - - PowerPoint PPT Presentation
SkyCity Entertainment Group Limited Equity Raising Investor Presentation 17 June 2020 Graeme Stephens Chief Executive Officer Rob Hamilton Chief Financial Officer Not f for r rel elea ease e to U US wire e ser ervices es or
Graeme Stephens Chief Executive Officer Rob Hamilton Chief Financial Officer
Not f for r rel elea ease e to U US wire e ser ervices es or distribution i in t the U e United ed S States es
This is pres esent entation ha has been een prep epared by SkyC yCity ty Ent nter ertainment nment Group up Lim imit ited ed (the he Co Comp mpany ny) in in rela latio ion to to the he placement ement and nd sh share purch chase pla lan of
new sha hares es in in the he Co Comp mpany ny (New New Sha hares es) to to be ma made to to:
ligib ible le in inst stit itutio ional and nd othe her sel elec ected ed in invest stors (Placeme ment nt); and nd
istin ing sha hareho eholder ers of
he Co Comp mpany ny (Sha hare Purchase se Plan an), ), in in NZ NZ und nder cla lause se 19 19 of
hedule 1 to to the he Fin inancia ial Mar arkets ts Con
ct Ac Act 2013 013 (FMCA CA) and nd in in Aust stralia lia und nder par art 6D.2 of
he Cor
Act 2001 01 (Ct Cth) h) (the he Cor
porations Act), t), as as notionally lly mo modified ed by Aust stralia ian Sec ecurities es and nd Inv nves estment ments Commissi ission (AS ASIC) C) Cor
porations (Sha hare and nd Int nterest Pu Purchase Pla lans) s) Ins nstrume ment nt 2019 19/54 547 as as amend mended ed by AS ASIC Ins nstrument ment 20 20-059 592 (Aust stralia lian Exemp emptions ns) (the he Placement ement and nd the he Sha hare Purchase se Pla lan, toget ethe her, ar are the he Eq Equi uity Raisin ising). Inf nforma mation The he inf nforma mation in in this is pres esent entation is is of
eneral natu ature and nd doe
not pu purpor port to to be com complete no nor doe
it contai tain all ll the he inf nforma mation whic ich a pros
ctive in invest stor ma may re require re in in eval valuati ating a possib ssible le inv nves estme ment nt in in the he Co Comp mpany ny or
that wou
equired ed in in a pr prod
sclo losure statement ement fo for the he purposes of
he FMC
he Co Company ny is is subject ct to to a dis isclo losu sure oblig ligatio ion th that at req equires es it it to to notif ify certa tain mate aterial al in informatio ion to to NZX ZX Lim imit ited ed (NZX ZX) and nd AS ASX Lim imit ited ed (ASX) SX). This is pres esent entation sh should ld be rea ead in in con conjunction
ith th the Co Comp mpany ny's 's other her periodi
nd co continuou
clos
nnounc ncement ments rel elea eased ed to to NZ NZX and nd AS
No in informatio ion se set out ut in in this is pres esent entation will ill form rm the he basis sis of
ny con contract ct. NZ NZX The he Co Comp mpany ny ha has bee een desig signated as as a "No "Non-Stan tandar ard" (NS) S) issu issuer by NZ NZX du due to to the he natu ature of
he comp mpany ny’s consti titu tuti tion. In In par arti ticular ar, the he con constitution
ces restric ictio ions on
he trans nsfer of
hares es in in the he Co Comp mpany ny in in certai tain circums mstanc nces es and nd prov
that at vo vote tes and nd other her rig ights at attac tached to to Sha hares es ma may be disr isregarded ed and nd Sha hares es ma may be so sold ld if if thes hese restric ictio ions ar are brea eache
her details ils of
hese restric ictio ions ar are in inclu luded on
ge 124 24 of
yCity’ ty’s Annu Annual Re Report rt for
he fin inancia ial ye year ar end nded ed 30 30 Ju June 2019
he Ne New Sha hares es will ill be quot
he NZ NZX Ma Main Board rd follo llowin ing com completion
each of
he Placement ement and nd the he Sha hare Purchase se Pla
NZX acce ccepts no no resp sponsib sibilit ility fo for any ny statement ement in in this is document
NZX is is a lic licen ensed sed ma market op
nd the he NZ NZX Ma Main in Boar ard is is a lic licen ensed sed ma market und nder er the he FMC MCA. No Not fin inancia ial prod
ct ad advi vice This is pres esent entation doe
not consti titu tute te le legal, l, fin inancia ial, l, tax tax, accou ccounting, fin inancia ial product ct or
nves estment ment ad advi vice or
ecomme mmend ndation to to ac acquire th the Co Comp mpany ny's 's se securities ies (in inclu ludin ing the he Ne New Sha hares es), and nd ha has bee een prep epared without ut tak aking in into accou count the he ob
ctives, fin inancia ial sit situatio ion or
need eds of
indiv ivid iduals
fore ma making ng an an inv nvestment ment decisio ision, pros
pect ctive in invest stors sh should ld consid sider the he appropriatenes ness of
he in informatio ion ha having ng re regard rd to to thei heir own wn ob
ctives, fin inancia ial sit situatio ion and nd ne need eds and nd consu sult lt a fin inancia ial adviser iser, so solic licit itor, ac accountan tant or
her professio ssional adviser iser if if ne neces essary. Inv nves estme ment nt risk isk An An inv nves estme ment nt in in se securit ities ies in in the he Co Comp mpany ny is is subject ct to to inv nves estment ment and nd othe her know
nd unk nkno nown risk isks, s, so some of
ich ar are bey eyond nd the he con
he Co Comp mpany
he Co Comp mpany ny does es no not guar aran ante tee the he per erforma manc nce of
he Co Comp mpany ny or
ny re return rn on
ny se securit ities ies of
he Co Comp mpany ny. No Not an an offe ffer This is pres esent entation is is no not a pros
pectus or
isclo losu sure statement ement or
her offering ng document ment und nder er NZ NZ or
stralia lian la law or
ny othe her la law (and nd will ill no not be file iled wi with or
ny regulato atory au auth thority ty in in NZ NZ, Aust stralia lia or
ny other her jurisd sdic ictio ion). Thi his pres esent entation is is fo for in informatio ion pu purpo poses only ly and nd is is no not an an invi vitati tation or
ffer of
securit itie ies fo for subs bscr cript ption, purch chase or
sale le in in any ny jurisd isdic ictio
ny deci cision
to purc rchase Ne New Sha hares es in in the he Sha hare Purchase se Pla lan must st be ma made on
the basis sis of
he informati ation to to be cont ntained ned in in th the separ arate ate offe fer document ment ma made availa ilable le on
NZX and nd ASX SX (Off ffer Documen ment). Any Any elig ligib ible le sha hareho holder who ho wish ishes es to to par arti ticipate ate in in th the Sha hare Purchase se Pla lan should ld consid sider the he Off ffer Document ment in in deci ciding to to apply und nder er th that at offe
Anyone ne who ho wishes hes to to apply fo for Ne New Sha hares es und nder the he Shar are Purc rchase Pla lan will ill ne need ed to to apply in in acc ccor
ce wit ith the he in inst structions cont ntained ned in in the he Off ffer Docume ment nt and nd the he applica cation
he dist istrib ibutio ion of
is pres esent entation outsid side NZ NZ or
strali lia ma may be rest stric icted ed by la
Any recip ipie ient of
this is pres esent entation who ho is is outsid side NZ NZ or
stralia lia must st seek eek advice ce on
nd ob
ny su such restrict ction
efer to to the he sect ction
Foreign Sellin lling Restric ictio ions” of
is pres esent entation fo for in informatio ion on
ction
elig ligib ibilit ility crit iter eria ia to to par arti ticipate ate in in the he Eq Equi uity Raisin ising. This is pres esent entation is is not
for dist istrib ibution or
lease se in in the he Un Unit ited ed State
is pres esent entation doe
not consti titute te an an offe ffer to to se sell, ll, or
he so solic licit itation of
an off ffer to to buy, y, any ny se securit ities ies in in the he Uni nited ed State
he Ne New Sha hares have ave no not been, een, and nd will ill no not be, e, regist istered und nder the he US US Securit itie ies Act ct of
1933, as as amend mended ed (US US Securit itie ies Act), t), or
he se securit itie ies la laws of
ny state tate or
her jurisd isdictio ion of
he Un Unit ited ed State tates, and nd ma may no not be offer ered ed or
so sold ld, dir irectly or
indir irectly ly, in in the he Un Unit ited ed State tates or
to any ny person
acti ting fo for the he acc ccou
enefit of
ny person
in the he Uni nited ed State tates, ex except in in tr tran ansac acti tions ex exemp mpt fro rom, or
not sub ubject to,
istratio ion und nder the he US US Securit itie ies Ac Act and nd applica cabl ble se securit ities ies la laws of
ny state tate or
her jurisd isdic ictio ion of
he Un Unit ited ed State tates. Fin inancia ial data ata All ll dolla llar val values ar are in in NZ NZ dolla llars (NZ NZ$ or
D) unle less ss otherwise ise state tated.
2
Disc Discla laim imer No None ne of
he Co Comp mpany ny, Jarden en Partner ners Lim imit ited ed, Cr Credit Suiss isse (Aust stralia lia) Lim imit ited ed and nd UB UBS Ne New Zea ealand nd Lim imit ited ed no nor thei heir resp spec ectiv ive rel elated ed comp mpani nies es and nd affilia iliates in inclu ludin ing, in in ea each case se, thei heir resp spectiv ive sha hareho eholder ers, dir irectors, s, offic icers, emp employees ees, agent ents and nd adviser isers, s, as as the he case se ma may be (Spe Speci cified Per ersons ns), have ave ind ndepend ndent ently verif ifie ied or
ill verif ify any ny of
he cont ntent ent of
is pres esent entation and nd no none ne of
hem ar are und nder any ny oblig ligatio ion to to yo you if if they hey becom come aw awar are of
ny cha hang nge to to or
ccuracy cy in in the he in informatio ion in in this is pres esent entation. To To the he ma maximu mum ex extent ent per ermi mitted ed by law aw, ea each Sp Speci cified Per erson dis iscla laim ims and nd excl clude des all ll lia liabilit ility wha hatsoev ever er fo for any ny lo loss, s, dam amag age or
her cons nseq equenc ence (whet hether her fores eseea eeable or
ered ed by any ny person
fro rom the he use se of
he in informatio ion in in this is pres esent entation, n, fro rom ref efraini ning ng fro rom ac acting be because of
nythi hing ng cont ntained ned in in or
tted fr from this is pres esent entation or
herwise arisin ising in in connec nnection ther herew ewith (in inclu ludin ing fo for ne negligenc ence, e, defau ault, t, mi misrep epres esent entation or
ission and nd whe hether her arisin ising und nder statu tatute te, in in con contract ct or
ity or
from any ny other her cause se). No No Sp Speci cified Perso son ma makes es any ny rep epres esent entation or
arran anty, ty, ei either her ex expres ess
implie lied, as as to to the he ac accuracy, y, comp mpletenes ess or
liabilit ility of
he inf nforma mation cont ntained ned in in this is pres esent
You agr gree th that at yo you will ill no not brin ing any ny proce
dings again inst st or
ld or
purpor port to to hold ld any ny Sp Speci cified Perso son lia liable le in in any ny res espec ect fo for this is pres esent entation or
he in informatio ion in in this is pres esent entation and nd wai aive ve any ny rig ights yo you ma may otherwise ise have ave in in this is res espec ect. Past st per erforma manc nce Past st per erforma manc nce inf nforma mation prov
in this is pres esent entation is giv iven en fo for illu illust strativ ive purpos
ly and nd sh should ld no not be relied lied upo pon as as (and nd is is no not) a promise se, rep epres esent entation, n, war arran anty ty or
aran ante tee as as to to the he past st, pres esent ent or
utur ure per erforma manc nce of
he Co Comp mpany ny. Forw rward rd-looki
ements This is pres esent entation may ay contai tain certai tain forward rd-looki
tatements ts wit ith res espec ect to to the he fin inancia ial con condition
lts of
nd busin siness ss of
he Co Comp mpany
Forward-loo
king state tatements ts can an generally lly be be id identif ifie ied by use se of
such as as 'p 'projec ect', ', 'foresee', ee', 'p 'plan', n', 'ex 'expect', ', 'a 'aim', m', 'i 'int ntend end', ', 'a 'ant nticipate', e', 'believe', ', 'es 'estima mate', e', 'ma 'may', ', 's 'sho hould', ', 'will' ill' or
simila ilar expressi
is also lso in inclu ludes statement ments reg egarding ng the he timet metable, e, con
ct and nd ou
come of
he Eq Equi uity Raisin ising and nd th the use se of
ceeds ther hereof, state tatements ts abou
he pla lans, s, ob
ctives and nd str trate ategies of
he ma mana nageme ement nt of
he Co Comp mpany ny, statement ments abou
he in indust stry and nd th the ma markets in in whic ich th the Co Comp mpany ny oper erates es, statement ements abou
the fut utur ure per erforma manc nce of
he Co Comp mpany ny's 's busin siness ss and nd state tatements ts in in res espec ect of
id-19 19 and nd it its impact ct on
he Co Comp mpany ny. Any Any in indic icatio ions of, f, or
guidance ce or
n, fut utur ure ea earni ning ngs or
inancia ial pos
erforma manc nce and nd fut uture dist stributio ions ar are also lso forw rward rd-loo
king statement
ll suc uch forw rward rd-lo lookin ing statement ements in involv lve kn know
nd unk nkno nown risk sks, s, sig signif ific icant uncertain inties, ies, assu ssumptio ions, s, cont nting ngenc ncies es, and nd othe her facto tors, ma many ny of
ich ar are outsid side th the con control
he Co Comp mpany ny, whic ich ma may cause se the he ac actual al resu sults or
erforma manc nce of
he Co Comp mpany ny to to be mater eria ially lly differ erent nt fr from any ny fut utur ure resu sult lts or
ce ex expres essed ed or
implie lied by by suc uch forw rward-look
uch forw rward-look
ements sp speak only ly as as of
he date ate of
is pres esent
xcept as as re require red by la law or
ation (in inclu ludin ing th the NZ NZX List istin ing Rule les and nd the he ASX SX Lis istin ing Rule les) s), the he Co Company ny und nder ertakes es no no obli ligatio ion to to update ate thes hese forw rward-loo
king statement ements for
event ents or
mstanc nces es that at
cur subseq equent ent to to the he date ate of
is presentati tation or
to update or
ep current ent any ny of
he in informatio ion cont ntained ned he herein. Any Any es estima mates es or
as to to ev event ents th that at ma may occu ccur in in the he fut utur ure (in inclu ludin ing proj
ction
evenu nue, e, ex expens nse, e, ne net inc ncome me and nd per erforma manc nce) e) ar are base sed upon
he best st judgement ement of
he Co Comp mpany ny fro rom th the inf nforma mation availa ilable le as as of
he date ate of
is pres esent
numb mber er of
acto tors could ld cause se ac actu tual al result lts or
erforma manc nce to to var ary materia ially lly fro rom the he proj
inclu luding the he risk isk fact ctor
et out ut in in this is presentati
nves estors should ld con consider the he forwar ard-looki
ments in in this is pres esent entation in lig light of
se risk isks and nd disc isclo losu sures. You
are st strongly ly cautioned ned no not to to place ce un undue ue relia liance on
ny forw rward rd-looki
ements, in inclu ludin ing FY FY20 20 ea earni ning ngs guidanc nce, e, par arti ticular arly in in li light of
he current ent ec econo nomi mic clim limate and nd the he sig signif ificant vola latilit ility, unc ncer ertaint nty and nd disr isruptio ion cause sed in in rela latio ion to to the he Co Comp mpany ny and nd otherwise ise by the he Covid id-19 19 pand ndemi emic. For
is Disc Discla laim imer and nd Impor portant No Notice, "p "pres esent ntation" n" me means ns the he slid slides, s, any ny oral al pres esent entation of
he slid slides by the he Co Comp mpany ny, any ny quest stio ion-and nd-answer er se sessio ssion th that at follo lows th that oral al pres esent entation, ha hard copi copies of
is document ment and nd any ny mate aterial als dist istrib ibuted at, at, or
in con connect ction
ith, th that at pres esent entation. The he inf nforma mation and nd op
ntained ned in in this is pres esent entation are re prov
as at at the he date ate of
is pres esent entation and nd ar are subject ct to to cha hang nge without ut not
he Co Comp mpany ny res eser erves es the he rig ight to to with thdraw aw, or
vary th the ti timetab table for, r, the he Placement ement and/ d/or
he Sha hare Purchase se Pla lan, wit ithout not
ce. Acce ccept ptance ce By By attend ending ng or
eading ng this is pres esent entation, yo you agree to to be bou
he for
limit itatio ions and nd restric ictio ions and nd, in partic icula lar, will ill be deeme eemed to to have ave rep epres esent ented, war arran ante ted, und ndertaken en and nd agreed ed tha hat: (i) yo you have ave rea ead and nd agree to to com
ith th the cont ntent ents of
this Disc Discla laim imer and nd Imp mportant nt Not
ce; (ii) ii) yo you ar are per ermi mitted ed und nder er applica cabl ble la laws and nd regula latio ions to to rec eceive the he in informatio ion cont ntained ned in in this is pres esent entation; (iii) iii) you
ill base se any ny inv nves estment ment deci cision
solely lely on
informatio ion rel elea eased by the he Co Company ny via ia NZ NZX and nd ASX SX (in includin ing, in in the he case se of
he Sha hare Pur urchase Pla lan, the he Off ffer Docume ment nt); and nd (iv iv) yo you ag agree th that at this is pres esent entation ma may no not be reprod
ced in in any ny form rm or
her dist istrib ibuted to to any ny othe her per erson, n, passe ssed on, n, dir irectly ly or
indir irectly ly, to to any ny othe her person
lished, in in whole le or
in par art, t, fo for any ny purpos
3
Rationale for Equity Raising
4
Impact of Covid-19 Strategic Priorities and Update on Major Projects Pro-forma Capitalisation and Liquidity Key Details of Equity Raising and Investment Themes Appendices and Glossary
5 8 13 13 17 17 21 21 25 25
1 2 3 4 5 6
uncertainty around the impacts of Covid-19
2021
including labour restructure in NZ
6
Comprehensive funding plan
recovery in NZ and Australia and/or further Covid-19 disruptions
repayment of US$100m of USPP notes maturing in March 2021
Balance sheet and liquidity position
7
Operating environment
June 2020
due to uncertain economic environment and ongoing border closures
Strategic priorities
Key investment themes
(1) Each NZ casino licence can be renewed for further periods of 15 years pursuant to the Gambling Act 2003
manufacturing continued, cafes and restaurants open for takeaways, but public venues and education facilities closed
economy – casinos and gaming venues now expected to open in late June 2020
9
South Australia
hotels, casinos, bars and restaurants
requirements, but international borders remain closed
between the two countries
NZ
All Blacks Experience and Weta Workshop attractions in Auckland has recommenced with completion expected by the end of 2020
10
Impact on operations and capex programmes Cash preservation initiatives
11
Re-opening of land-based properties
approach, with reduced operating hours and capacity
international borders remain closed
Capital structure and financial settings
($85m) and 2024 ($85m)
31 December 2020 and 30 June 2021 testing periods
mass gatherings and physical distancing whilst at Alert Level 2
8 month period to 29 February 2020
growing steadily (from a low base)
costs relating to labour restructure
charge which will reduce Adelaide Casino’s intangible asset value (casino licence) of A$283m(3)
12
(1) For an explanation on SkyCity’s approach to non-GAAP adjustments refer to SkyCity’s result presentations at https://www.skycityentertainmentgroup.com/investor-centre/financial-information/reports-presentations/ (2) FY20 Group reported results have been impacted by significant events during the period, including Covid-19, the NZICC fire and Auckland car park concession sale. FY20 guidance for reported earnings is stated before any potential impairment of the investment in Adelaide Casino, but includes updated estimates for damage to and reinstatement costs for the NZICC and Horizon Hotel arising from the NZICC fire (3) Estimate for 30 June 2020
14
Re-opening properties after Covid-19 lockdowns and managing recovery Implement funding plan to strengthen balance sheet (capital raising and covenant waivers/relief) Progress opportunity to address online casino market in NZ Complete Adelaide expansion by end of 2020 and leverage benefits Confirm plan for recommissioning of NZICC and Horizon Hotel project following fire and impacts of Covid-19 Continue to invest in and enhance key CSR/sustainability initiatives
Group s strat ategic p c plan an r remai ains r relevan ant − critical to
Cov
and ex exec ecuting major p projec ects w wel ell
2023
agreed with NZ Government
covered by insurance
reinstatement works funded by insurance proceeds ($105m) already received)
15
disruptions
period in SA
capex still to be spent as at 31 May 2020
international border restrictions)
reforms in time for expansion opening
Adelaide Casino 16
disruptions
maturing in March 2021
and to unlock unrecognised value in property assets
18
(1) Board intending to review SkyCity's dividend policy during FY21 and recommence the payment of dividends as soon as possible after the covenant waiver period
19
(1) Net proceeds of fully underwritten Equity Raising (after transaction costs) (2) Additional bank debt provided by banking group (maturing 15 June 2022) (3) Tranche B/C of bank debt restructured to be $85m each ($170m combined) (4) Pro-forma liquidity following early redemption of NZ Bonds in September 2020 (5) Assumed to be redeemed at 3% premium to principal value
$NZ million Liquidity (as at 31 May 2020) Impact of funding plan Change in use of debt facilities Pro-forma adjusted liquidity (as at 31 May 2020)(4) Drawn debt Bank debt Tranche A
54 Tranche B 50
100
150
54 USPP notes 2011 notes 108
2018 notes 217
Sub-total 325
NZ Bonds 125
600
379 Lease r rela lated lia liabilit ilitie ies 98 98
98 Total d l debt + + le lease r rela lated lia liabilit ilitie ies 698 698
477 Undrawn debt Bank debt Tranche A 299
245 Tranche B(3)
50 85 Tranche C(3) 20 (35) 100 85 Tranche D
Bridging facility
Total undrawn debt 319
575 Cash 11 225(1) (225) 11 Total liquidity 330 385 (129) 586
20
(1) 1)Pr
Pro-forma maturity p profile e ref eflec ecting ex exten ensions of n nea ear-term b bank d debt m maturit itie ies ($ ($170 70m) ) to 2 2023 a and 2 2024, $160 60m of n new bank facilit ilitie ies (m (maturin ing in in FY22) ) and N NZ Bonds ($ ($125m) r ) redeemed e early ly in in September 2020
Hed edged ed deb ebt m maturity profile e (as a at 3 31 M May 2 2020) ($m) Pr Pro-for
a hedged debt maturi rity prof
31 M May 2 2020) ($m)(1)
$108 $147 $70 $125 $50 $100 $20 $299 $98 50 100 150 200 250 300 350 400 450 500 FY20 FY21 FY22 FY23 FY24 FY25 FY26 FY27 FY28 Other USPP NZ Bond Bank -Drawn Bank -Undrawn Lease-related liabilities $108 $147 $70 $54 $405 $85 $85 $98 50 100 150 200 250 300 350 400 450 500 FY20 FY21 FY22 FY23 FY24 FY25 FY26 FY27 FY28 Other USPP Bank -Drawn Bank -Undrawn Lease-related liabilities
22
Offer size and structure
almost all existing shareholders the opportunity to achieve at least their pro-rata portion of New Shares
Placement offer price
Ranking and quotation
Underwriting
including relevant termination events, warranties and indemnities (ref. page 36 for more details) Pre-commitments
Placement
Share purchase plan(1)
transaction and commission costs
SkyCity shares on the NZX up to and including the closing date of the SPP
(1) Full details for SPP to be contained in the SPP offer booklet which will be sent to shareholders on 22 June 2020
23
Event Date Trading halt and announcement of Placement and SPP Wednesday, 17 June 2020 Placement Placement bookbuild Wednesday, 17 June 2020 Announcement of results of Placement and trading halt lifted (expected to be at 11am NZT/9am AEST) Thursday, 18 June 2020 ASX settlement Tuesday, 23 June 2020 NZX settlement Wednesday, 24 June 2020 Allotment and commencement of trading of New Shares on NZX and ASX Wednesday, 24 June 2020 Share Purchase Plan Record date for SPP (7pm NZT/5pm AEST) Tuesday, 16 June 2020 Expected dispatch of SPP offer document and application forms Monday, 22 June 2020 SPP offer opens (9am NZT/7am AEST) Monday, 22 June 2020 SPP offer closes (7pm NZT/5pm AEST) Friday, 3 July 2020 Announcement of results of SPP, including offer price of SPP in NZ$ and A$ Wednesday, 8 July 2020 NZX and ASX settlement and allotment Thursday, 9 July 2020 Commencement of trading of New Shares on NZX Thursday, 9 July 2020 Commencement of trading of New Shares on ASX Friday, 10 July 2020 Dispatch of statements Monday, 13 July 2020
24
Exclusive long-term(1) casino licences in attractive gaming markets – high-quality and defensive earnings Major projects (Adelaide and Auckland) to underpin medium/long-term earnings and free cash flow growth Platform to respond to expected recovery in gaming, tourism and hospitality sectors Opportunity to become multi-channel gaming operator (online and land-based) Significant investment in property assets – ~$2bn of land & buildings owned as at 31 March 2020(2) Sustainable business over the long-term – focus on CSR/sustainability and protecting social licence to operate 1 3 5 2 4 6 Strong and experienced management team 7
(1) Each NZ casino licence can be renewed for further periods of 15 years pursuant to the Gambling Act 2003 (2) Includes property value of NZICC & Horizon Hotel and Adelaide expansion “as built”
26 Location Opened/Acquired Activities Summary Auckland, NZ Opened in 1996 1,877 EGMs, 150 tables, 240 ATGs ~630 hotel rooms ~20 restaurants and bars ~2,700 employees Hamilton, NZ Opened in 2002 Acquired 100% ownership in 2005 339 EGMs, 23 tables ~350 employees Queenstown, NZ SkyC kyCity Q y Queenstown wn Acquired 100% ownership in 2012 Whar arf Cas Casino Acquired in 2013 SkyC kyCity Q y Queenstown wn 86 EGMs, 12 tables Whar arf Cas Casino 74 EGMs, 6 tables ~80 employees Adelaide, South Australia, Australia Acquired in 2000 900 EGMs*, 70 tables** ~1,200 employees *Allowance for 1,500. **Allowance for 200. Mal Malta, a, Eur Europe Offshore online casino launched in mid- 2019 with GiG plc, based out of Malta Full-suite online casino offering available for NZ customers Diversified busine ness by a activity a and nd geography hy, w with h recent nt move i int nto onl nline ne c casino no thr hrough h partne nershi hip with h GiG
27 Long ng-ter erm ex exclusive c e casino l licen ences es sec ecured ed i in all key ey sites es – cas casino l lice cence ce t to 2048 at at key Auck cklan and property Exclu lusiv ive c casin ino lic licence in in Adela laid ide t to 2035 – full ll licen ence e ter erm t to 2 2085 Excl clusive cas casino l lice cence ce i in Auck cklan and to 2
48(1)
1)
Exclu lusiv ive c casin ino lic licence in in Hamilton t to 20 2027 27(1)
1)
Excl clusive cas casino l lice cence ces to 2024 (Wha harf) and nd 2 2025 (Queens nstown) n)(1)
1)
(1) Each NZ casino licence can be renewed for further periods of 15 years pursuant to the Gambling Act 2003
28 Stab able an and r resilient e ear arnings an and cas cash flows over t the las ast 1 10+ y year ars
Gr Group E EBITDA DA and N NPAT: F FY08-19 ($m ($m)(1) Grou roup E EBITDA and C Cash Flow
FY08-19 ($m ($m)(1)
(1) Includes contribution from Darwin Casino prior to sale in April 2019 (2) For an explanation on SkyCity’s approach to non-GAAP adjustments refer to SkyCity’s result presentations at https://www.skycityentertainmentgroup.com/investor-centre/financial-information/reports- presentations/
50 100 150 200 250 300 350 400 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 Group normalised EBITDA Group reported EBITDA Group normalised NPAT Group reported NPAT 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 50 100 150 200 250 300 350 400 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 Group normalised EBITDA Group reported EBITDA Group Operating Cash Flows Cash Conversion (%) (RHS)
100 200 300 400 500 600 700 FY00 FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 Auckland Adelaide (A$) Other NZ
29 His istoric ically lly 85%+ o
ity’s G Group e earnin ings d deriv ived from it its lo local b l busin inesses (e (ex Internatio ional l Busin iness) SkyCity has as reco covered q quick ckly f from previous e eco conomic c shock cks an and/or regulat atory ch chan anges, typical cally l led by local cal g gam aming
Grou roup l loc
and I IB EBITDA: F FY08-19 ($m ($m)(1) Gro roup l local g gaming rev reven enue: e: FY00-19 ($m ($m)(2)
Changes to smoking laws in NZ Global Financial Crisis SARS
(1) Includes contribution from Darwin Casino prior to sale in April 2019 (2) Excludes gaming revenue from Darwin Casino, Christchurch Casino and Other NZ Casinos prior to FY04 for comparability
50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100% 50 100 150 200 250 300 350 400 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 Normalised IB EBITDA Local EBITDA Local EBITDA as a % of Group EBITDA (RHS)
30
“The aim of SkyCity is to be a business which succeeds in financial, social and environmental terms in the long-run” (1) (Rob Campbell, SkyCity Chair)
(1) FY19 SkyCity Annual Report
31
32
has identified relating to its business and the Equity Raising, it is not intended to be exhaustive. Additionally, some risks may be unknown and other risks, currently believed to be immaterial, could turn out to be material.
national lockdowns, border controls/travel restrictions and the effects of the pandemic on the global and domestic economy have had, and are likely to continue to have, a material adverse effect on SkyCity, its financial performance and outlook, liquidity and/or share price.
when these negative impacts will begin to abate. It is also likely there will be further unforeseen adverse impacts as Covid-19 continues to affect the world and Government responses and restrictions continue. SkyCity will continue to respond to these challenges based on best available information, but there is no certainty as to the severity or likelihood of such unforeseen impacts arising nor whether any mitigating action by SkyCity will be effective or can, in fact, be taken.
changing situation is bringing unprecedented challenges to global financial markets and the global economy. Capital markets have seen equity securities suffer from spikes in volatility and related significant share price declines.
investment, including inherent uncertainties due to the impact of Covid-19 and should consider whether such an investment is suitable for them having regard to the contents of this presentation, SkyCity's NZX and ASX announcements and other publicly available information as a whole.
33
Sufficiency of capital and compliance with requirements of debt providers
Covid-19 or other unexpected matters result in more adverse outcomes for SkyCity than it has modelled, there is a risk SkyCity will have insufficient capital to meet
financial requirements. Taking such steps could have a further adverse effect on SkyCity’s financial and operational performance and the performance of SkyCity’s share price.
new equity of $200m (net of fees) and the suspension of all dividend payments until after 30 June 2021 at the earliest). SkyCity expects to meet all of these requirements, but if it is unable to, then SkyCity will not satisfy the conditions precedent to the terms sheets for its new and amended funding arrangements. This may require SkyCity to refinance its debt facilities which may not be able to be achieved or could be achieved but on terms materially less favourable to SkyCity.
risk that SkyCity is unable to finalise legal documentation in respect of the additional facilities, meaning SkyCity may have to seek alternative loan arrangements or take
Financial risks − managing liquidity and solvency
diminished revenue and earnings. There is significant complexity related to managing those matters, including as a consequence of a number of matters being outside of SkyCity's control. Such unexpected matters could result in SkyCity's financial position and future performance being adversely impacted.
Failure to complete Equity Raising
Raising would likely leave SkyCity unable to comply with requirements imposed by debt providers in the short-term. Such an outcome could result in an event of default under SkyCity's funding arrangements, requiring SkyCity to refinance its debt facilities or to access alternative debt or equity funding. There is no certainty that such refinancing or alternative funding could be achieved or achieved on terms not materially less favourable to SkyCity. This may have a material adverse effect on SkyCity’s financial position or performance.
Equity market risks
trading in the shares following the Equity Raising will not result in the share price trading at levels below the offer price paid by investors. The equity markets have in recent times been subject to pronounced volatility due to the continuing impacts of Covid-19. There is no certainty that this recent volatility will not continue or worsen, which could have a materially adverse impact on the market price of SkyCity’s shares.
that new market risks may develop as a result of the NZ or Australian equity markets experiencing extreme stress, or due to existing risks (including the impacts of Covid-19) manifesting themselves in ways that are not currently foreseeable.
dollars.
Global Recession risk
reduction in the level of business travel and out-of-town conferences and a reduction in leisure visitors. SkyCity may need to take additional measures in order to respond to a global recession (which may be of uncertain depth and duration), which may result in SkyCity incurring additional costs or suffering losses, including through loss in asset value.
34
Operational risks arising from Covid-19 and potential reoccurrence of the virus
landscape for SkyCity's land-based properties in both jurisdictions.
Australia, or a delay in all of SkyCity’s land-based facilities being fully re-opened by the end of 2020, would lead to reduced revenue and profitability which could be significant depending on the duration of the restrictions.
be adversely affected by a prolonged period of restrictions given the importance of tourism and international visitors to its business. This may result in SkyCity becoming a smaller, domestically focused business for some time.
casino, hotel or other hospitality venue, may result in a period of reduced visitation to SkyCity’s venues. This would result in SkyCity's financial position and future performance being adversely impacted.
customers or their spending habits. SkyCity faces challenges with an expected contraction in personal wealth and disposable incomes in NZ and Australia, resulting in reduced discretionary spend. A shift in consumer behaviour, including away from retail or traditional land-based activities, would adversely impact SkyCity’s business and future performance.
implementing a labour restructure and cost containment programme in NZ to right-size the business for expected future demand. Post completion of the labour restructure, SkyCity expects to have retrenched around 900 staff in NZ, which equates to around 25% of its total pre-Covid-19 NZ labour force.
Restructuring risks arising from Covid-19 and otherwise
Further, those cost saving initiatives may result in a less resourced business which may not be as well placed to respond to new risks which may emerge.
technologies and innovation. To ensure SkyCity remains relevant to its customers, key strategic projects are currently being progressed, with a focus on emerging industry trends and opportunities for leveraging new technology and demographic changes.
with regulatory and licence requirements.
premises (whether as a result of Covid-19 or more general shifts in customer preferences) may have a material adverse impact on SkyCity’s business and revenue. SkyCity may need to incur additional capital expenditure to sustain and/or grow its business in response to any such change in preferences.
growth objectives and sustainability. Any such impacts may adversely affect SkyCity’s business and operations.
35
Development risks on major projects in Adelaide and Auckland
SkyCity's financial position.
by the impacts of Covid-19, which has the potential to delay scheduled opening dates.
the NZICC under the Crown Licensing Agreement (i.e. from 1 January 2023 to 2 January 2025). However, SkyCity faces ongoing challenges with respect to the estimated costs and completion dates of these projects. The completion of these projects may also be impacted by risks to supply chain and labour availability, which have been exacerbated by the impacts of Covid-19.
readiness plans for both developments have been adjusted accordingly and return expectations are in the process of being reviewed and potentially revised, particularly in-light of potentially diminished customer demand arising from Covid-19.
Impairment risks
Directors and SkyCity’s auditors, PwC. SkyCity expects to partially impair the investment in Adelaide Casino in the FY20 financial statements with the potential impairment exacerbated by the impacts of Covid-19. The impairment will be a non-cash charge which will reduce Adelaide Casino’s intangible asset value (casino licence) of A$283m(1).
Concentration risks
through the suspension, cancellation or expiry of the Auckland casino licence, a natural event such as an earthquake or fire or as a result of Covid-19 related Government imposed restrictions.
Government and regulatory risks
(potentially providing stimulus to business and/or infrastructure spend), and a possible increase in Government/regulator conservatism in relation to the gaming industry. In particular, it is anticipated that there may be increased focus on regulatory oversight of land-based casino operators in NZ following Covid-19 (including in respect of host responsibility and anti-money laundering obligations) and on SkyCity’s social licence to operate. Any such additional focus may add increased complexity to the business and adversely impact SkyCity’s operations and the costs of operating its business.
host responsibility practices and actions in NZ but nothing where the outcome could have a material impact on SkyCity.
Australia, including the introduction of an appropriate licensing regime for operators may be implemented. SkyCity’s operations would be negatively impacted if it is prevented from competing in the online casino gaming market in NZ or Australia by way of regulation, including if it were not granted a licence to operate under any introduced licensing regime.
granted more favourable regulatory relief and/or more favourable licence terms in response to the effects of Covid-19.
Impact on dividends
restriction on paying dividends ceases, there is no guarantee that dividends will be paid at historical levels or at all.
(1) Estimate for 30 June 2020
36
Equity Raising and the Underwriters have agreed to do so. This means that the Underwriters will subscribe at the relevant offer price for any New Shares that are not subscribed for under the Placement or the SPP in accordance with the terms of the Underwriting Agreement.
nature.
to have, a material adverse effect on SkyCity, its shares or the Equity Raising. These may be as a result of events specific to SkyCity or as a result of external events, such as material or fundamental changes in financial, economic and political conditions in certain countries or financial markets. The Underwriters may also terminate the Underwriting Agreement where certain conditions to the Underwriting Agreement or their underwriting
consent; and
any substantial part of its business or enter into any material acquisition, or material agreement in relation to a new business not conducted by SkyCity, other than pursuant to certain limited exceptions or with the Underwriters' consent.
compliance by SkyCity with relevant laws, the existence of no material litigation, and the valid issue and allotment of New Shares.
Int nterna nationa nal Offe ffer Rest stric ictio ions This is document ment doe
not const stit itute an an offe ffer of
new ord rdinary ry sha hares es ("New "New Sha hares es") ") of
yCity ty in in any ny jurisd isdic iction in in whic ich it it woul uld be un unlawful
In par arti ticular ar, this is document ment ma may no not be dist istributed ed to to any ny per erson, n, and nd the he Ne New Sha hares es ma may no not be offer ered or
sold ld, in in any ny cou country outsid side NZ NZ ex excep ept to to the he ex extent nt per ermi mitted ed below
Aust stralia lia This is document ment and nd th the offe ffer of
New Sha hares es ar are only ly ma made availa ilable le in in Aust stralia lia to to per ersons ns to to who hom an an off ffer of
securities ies ca can be ma made withou
clos
in accor corda dance wit ith applica cable ex exemp mptions ns in in sec ections ns 708 08(8) (so sophist istic icated in invest stors) s) or
08(11 11) (professi ssional in invest stors) s) of
he Aust stralia lian Cor
ct 200 001 (Ct Cth) h) (the he "Co "Corporations ns Ac Act") "). This is document ment is is no not a pros
pect ctus, pr product ct discl clos
ement or
ny
her forma mal "disc isclo losu sure document ment" fo for the he purpos
stralia lian la law and nd is is no not req equired ed to to, and nd doe
not, contai tain all ll the he in informatio ion whic ich would ld be req equired ed in in a "disc isclo losu sure document ment" und nder Aust stralia lian la law. This is document ment ha has no not been een and nd will ill no not be lod
egister ered ed wit ith the he Aust stralia lian Securit itie ies & Inv nvestment ments Commissi ission or
he Aust stralia lian Securit itie ies Excha hang nge and Sky SkyCity is is no not subject ct to to the he cont ntinu nuous discl clos
equireme ement nts th that at apply in in Australia
ctive in invest stors should ld no not con construe any nythi hing ng in in this is document ment as as le legal, l, busin siness ss or
tax ad advi vice no nor as as fin inancia ial product ct ad advi vice for
he pu purpo poses of
Chapter er 7 of
the he Cor
nves estors in in Aust stralia lia sh should ld be aw awar are th that at the he offe ffer of
New Sha hares es fo for resa sale le in in Aust stralia lia wit ithin in 12 12 mo months hs of
heir issu issue may, ay, und nder er se sectio ion 707 07(3) of
he Cor
Act, re require re disc sclo losu sure to to in invest stors und nder Pa Part 6D.2 if if no none ne of
he ex exemp mptions ns in in se sectio ion 708 08 of
he Cor
Act apply to to the he re re-sa sale le. Ca Cana nada (Brit itish ish Colu lumbia ia, Ontar tario and nd Queb ebec ec prov
ces only ly) This is document ment consti titu tute tes an an offering ng of
New Sha hares es only ly in in the he Provinc nces es of
ish Co Columb mbia, Ontar tario and nd Qu Quebec (t (the "P "Provinc nces") ") and nd to to th those per ersons ns to to who hom they hey ma may be la lawfully lly dist istrib ibuted ed in in th the Provinces, es, and nd only ly by by per ersons ns per ermi mitted to to se sell ll suc uch Ne New Sha hares
is document ment is is no not, and nd und nder er no no circums mstanc nces es is is to to be construed ed as, s, an an adver ertiseme ement nt or
ic offer ering ng of
securit itie ies in in the he Prov
is document ment ma may only ly be dist istrib ibuted in in the he Provinc nces es to to per ersons ns th that at ar are "a "accredited ed in invest stors" s" wit ithin in the he me meani ning ng of
NI 45 45-106 106 – Pros
ctus Exemp emptions ns, of
he Can anad adian an Securit itie ies Admin inist istrators. No No se securit itie ies commissio ssion or
simila ilar au auth thority ty in in the he Provinc nces es ha has rev eviewed ed or
in any ny way ay passe ssed upon
is document ment, the he me merits of
he Ne New Shares or
he offe ffering of
New Sha hares es and nd any rep epres esent entation to to th the contr trar ary is is an an offenc ence. No No pros
has been, en, or
ill be, e, file iled in in the he Provinc nces es wit ith res espec ect to to the he offering ng of
New Sha hares es or
the resa sale le of
such se securit itie
Any person
in the he Provinc nces es la lawfull lly par arti ticipati ating in in the he off ffer will ill no not rec eceive the he inf nforma mation, n, le legal righ ghts or
prot
ctions th that at wou
fforded ha had a pros
een file iled and nd rec eceipted ed by the he se securitie ies regulato tor in in the he applic licable le Prov
hermo more, e, any ny resa sale le of
he Ne New Sha hares es in in the he Prov
ces must st be ma made in in acc ccor
ce wit ith applic licable le Can anad adian an se securitie ies la laws whic ich ma may re require re resa sales les to to be ma made in in acc ccor
ce wit ith ex exemp mptions ns fro rom dea ealer er registr trati ation and nd pr prospect ctus req equireme ement nts. Thes hese resa sale le rest stric ictio ions ma may in in so some circums mstanc nces es apply to to resa sales les of
he Ne New Sha hares es outsid side Ca Cana nada and nd, as as a resu sult lt, Can anad adian an purcha haser ers sh should ld seek eek le legal ad advi vice prior
to any ny resa sale le of
he Ne New Sha hares es. The he Co Comp mpany ny as as well ll as as it its direct ctor
nd offi fficers ma may be locate ated outsid side Ca Cana nada and nd, as as a result lt, it it ma may no not be possib ssible le fo for purcha haser ers to to ef effect se servic ice of
cess within in Ca Cana nada upon
he Comp mpany ny or
ts dire rectors rs
ll or
tanti tial al por
the asse ssets of
he Co Company ny and nd su such per ersons ns ma may be locate ated outsid side Ca Cana nada and nd, as as a resu sult lt, it it ma may no not be possib sible le to to sa satis isfy a judgme ment nt again inst st the he Co Comp mpany ny or
uch per ersons ns in in Ca Cana nada or
to enf enforce a judgme ment nt obtained ned in in Can anad adian an cou courts again inst st the he Co Comp mpany ny or
such per ersons ns outsid side Ca Cana nada. Any Any fin inancia ial informati ation cont ntained ned in in this is document ment ha has been een prep epared in in accor ccorda dance ce wit ith NZ NZ Acco ccounting Stan tandar ards and nd also lso com comply with th Int nterna nationa nal Fin inancia ial Rep eporting ng Stan tandar ards and nd int nterpret etations ns issu issued by the he Int nterna nationa nal Ac Account nting ng Stan tandar ards Boar ard. Un Unless less state tated othe herwise, e, all ll dolla llar amo mount nts cont ntained ned in in this is document ment ar are in in NZ NZ dolla llars.
37
Statutory rights of action for damages and rescission Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser. The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against the Company if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against the Company, provided that:
relied upon; and
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:
that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have. Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding, or disposition of the New Shares as any discussion of taxation related matters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces. Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat
38
Eur European Un Unio ion (Franc nce, e, Germa many ny and nd the he Ne Nether herland nds) This is document ment ha has no not been, een, and nd will ill no not be, e, reg egister ered ed wit ith or
approve ved by any ny se securit ities ies regulat ator in in Franc nce, e, Germa many ny or
the Ne Nether herland
ccordingly, this is doc document ma may no not be made de avai availab able, no nor ma may the he Ne New Sha hares es be offered ed fo for sa sale le, in in Franc nce, e, Germa many ny or
he Ne Nether herland nds ex excep ept in in circums mstanc nces es th that at do no not re require re a pros
pect ctus und nder er Artic icle 1(4) of
ation (EU (EU) 201 017/112 1129 of
he Eur European Parlia liament and nd th the Co Counc ncil of
he Eur European Un Unio ion (the he "Pros
ctus Reg egulation") n"). In In accor
ce wit ith Artic icle 1(4)( )(a) a) of
he Prospect ctus Reg egulation, n, an an off ffer of
New Sha hares es in in Franc nce, e, Germa many ny or
he Ne Nether herland nds is is lim limit ited ed to to person
ho ar are "qualif lified ied in invest stors" s" (as as def efined ned in in Artic icle 2(e) e) of
he Pros
ctus Regula latio ion). Ho Hong ng Kong ng WAR ARNI NING: This is document ment ha has no not been, een, and nd will ill no not be, e, regist ister ered as as a pros
nder er the he Co Compani nies es (Win Windin ing Up Up and nd Misc iscella ellaneous Provisi isions) s) Or Ordinance ce (Ca
32) of
Hong Ko Kong, no nor ha has it it been een authorise ised by the he Securit itie ies and nd Futur ures Commissi ission in in Ho Hong ng Kong ng pursua uant to to the he Securit itie ies and nd Fut utur ures Or Ordinance ce (Ca
71) of
he Law aws of
Hong ng Ko Kong (the he "SFO" SFO"). No No ac acti tion ha has bee een tak taken in Ho Hong ng Kong ng to to authorise ise or
regist ister this is docume ment nt or
to per ermi mit the he dis istributio ion of
is docu document or
ny docu
issued in in con
ction
ith it
ccor
he Ne New Sha hares es have ave no not been een and nd will ill no not be offe ffered or
sold ld in in Ho Hong ng Ko Kong other her th than an to to "professio ssional in invest stors" s" (as as def efine ned in in the he SFO SFO and nd any ny rules les ma made und nder th that at ordina nanc nce) e). No No advertisement ement, invi vitati tation or
ment rela latin ing to to the he Ne New Sha hares es ha has bee een or
ill be issu issued, or
has been een or
ill be in in th the possessio ssession of
ny person
he purpose of
issue, in in Ho Hong ng Ko Kong or
elsewher here th that at is is directed ed at, at, or
he cont ntent nts of
ich ar are li likely ly to to be accessed ssed or
ead by, y, the he public lic of
Hong ng Ko Kong (ex excep ept if if per ermi mitted to to do do so so und nder er the he se securit itie ies la laws of
Hong ng Ko Kong) othe her th than an wit ith res espec ect to to the he Ne New Sha hares th that at ar are or
are int ntend ended ed to to be disp ispose sed of
ly to to person
Hong ng Kong ng or
ly to to pr prof
invest stors (as as def efine ned in in th the SFO SFO and nd any ny rules les ma made und nder er th that at ordina nanc nce) e). No No person
allotte tted New ew Sha hares es ma may se sell, ll, or
ffer to to se sell, ll, su such se securit ities ies in in circums mstanc nces es th that at amo mount nt to to an an offe ffer to to the he public lic in in Ho Hong ng Kong ng wit ithin in six six mo mont nths hs follo llowin ing the he date ate of
issue of
such se securit ities ies. The he cont ntent ents of
is document ment have ave no not been een rev eviewed ed by any ny Ho Hong ng Ko Kong re regulatory ry au auth thority
re advised ised to to exercise ise cau auti tion in in rela latio ion to to the he off
If you
are in in dou
bout any ny of
he cont ntent nts of
is document ment, yo you sh should ld obtai tain ind ndep epend endent ent professio ssional ad advi vice. Jap apan an The he New ew Sha hares es ha have no not been een and nd will ill no not be reg egister ered ed und nder Artic icle le 4, parag agrap aph 1 of
he Fin inancia ial Ins nstrument ments and nd Excha hang nge La Law of
apan an (Law aw No
25 of
1948), ), as as ame mend nded ed (the he "F "FIEL") ") pur ursua uant to to an an ex exemp mption fro rom the he regist istratio ion req equirement ments applica cabl ble to to a private vate placement ement of
securit ities ies to to Quali lifie ied Insti titu tuti tional al Inv nves estors (as as def efine ned in in and nd in in acco ccorda dance ce wi with Artic icle 2, par arag agrap aph 3 of
he FIE IEL and nd the he reg egulations ns promulgate ated ther hereund nder er). Acco ccordingly, the he Ne New Sha hares es ma may no not be offer ered ed or
d, dir irectly or
indir irectly ly, in in Japan an or
to, or
for the he bene enefit of
ny res esident nt of
apan an other her th than an Qualif lifie ied Insti titu tuti tional al Inv nves
Any Qualif lified ed Insti tituti tional al Inv nves estor who ho ac acquires New ew Sha hares es ma may no not resell sell them hem to to any ny person
in Jap apan th that at is is no not a Qualif lifie ied Insti titu tuti tional al Inv nves estor, and nd acquisit isition by any ny su such person
New Sha hares es is is con condition
he ex execution of
an agreeme ement nt to to th that at ef effect. No Norway This is document ment ha has no not been een approv
y, or
istered wit ith, an any No Norweg egian se securit ities ies regulato tor und nder er th the No Norwegian Sec ecurities es Tradin ing Ac Act of
29 June ne 2007
According ngly, this is docume ment nt sh shall no not be deemed eemed to to consti titu tute te an an offe ffer to to the he public lic in in No Norway wit ithin in the he me meani ning ng of
he No Norwegian Securit itie ies Tradin ing Ac Act of
007. The he Ne New Sha hares es ma may no not be offered ed or
sold ld, dir irectly ly or
irectly ly, in in No Norway exce cept to to "p "profes essiona nal clien lients" s" (as as def efine ned in in the he No Norweg egian Sec ecurities es Tradin ing Act ct of
29 Jun une 2007 007 no
75 (Se Section
10-6) and nd in inclu ludin ing no non-professi ssional clie lients ha having ng me met the he crit iteria ia for
eing ng deemed eemed to to be pr prof
nd fo for whic ich an an inv nves estment ment fir irm ha has wai aive ved the he pr prot
ction as as no non-professio essional in in acc ccor
ce wit ith the he proce cedures in in thi his regula latio ion).
39
Si Singapor
This is document ment and nd any ny othe her mate aterial als rela latin ing to to the he Ne New Sha hares es ha have no not been, een, and nd will ill no not be, e, lo lodged or
istered as as a pros
pect ctus in in Si Singapor
ith the he Monet netary Au Autho hority of
ccor
this document ment and nd any ny othe her document ment or
aterial als in in conne nnection wit ith the he offe ffer or
sale le, or
vitati tation fo for su subsc scrip iptio ion or
hase, e, of
New Sha hares es, ma may no not be issu issued, cir ircula lated or
istrib ibuted ed, no nor ma may the he Ne New Shares be offer ered ed or
d, or
made the he subject ct of
an invi vitati tation for
subsc scrip iptio ion or
hase, e, whe hether her dir irectly ly or
indir irectly ly, to to per ersons ns in in Si Singapor
excep ept pur ursua uant to to and nd in in acco corda dance ce wit ith ex exemp mptions ns in in Subdiv ivisi ision (4) of
Divisio ision 1, Pa Part XIII III of
he Securit itie ies and nd Fut utur ures Ac Act, Cha Chapter er 28 289 of
Singapor
he "S "SFA") A"), or
as otherwise ise pur ursua uant to to, and nd in in accor ccordance ce wit ith the he con condition
ny othe her applica cabl ble provisio isions of
he SFA SFA. This is document ment ha has bee een giv iven to to yo you on
the basis sis th that at yo you ar are (i) i) an an exist isting ho holder of
he Co Company ny’s sh shares, s, (ii) ii) an an "insti titu tuti tional al inv nves estor" (as as def efine ned in in the he SFA SFA) or
iii) an an "accr ccredi dited in invest stor" (as as def efine ned in in the he SFA FA). In In the he event ent that at yo you ar are no not an an in invest estor fallin lling wit ithin in any ny of
he categories es se set out ut ab above ve, ple lease se re return rn this is docume ment nt immed
You ma may no not forw rward or
circu culate this is docume ment nt to to any ny othe her person
Si Singapor
Any Any off ffer is is not
de to to you
ith a view iew to to the he Ne New Sha hares es bei eing ng su subse sequently ly offer ered for
sale le to to any ny other her par arty
here ar are on
sale le restric ictio ions in in Si Singapor
that at may ay be applica cable to to in invest stors who ho ac acquire Ne New Sha hares
As su such, in invest stors ar are advised ised to to ac acquai aint thems hemsel elves wit ith the he SFA SFA provisi isions rela latin ing to to resa sale le rest stric ictio ions in in Si Singapor
nd com comply accor ccordingly. Swit itzerla land The he offer ering ng of
he Ne New Sha hares es in in Switzer erland nd is is ex exemp mpt fro rom req equirement ement to to prepa pare and nd publish lish a pros
pect ctus und nder er the he Swiss iss Fin inancia ial Ser ervices Ac Act ("F "FinS nSA") A") be because suc uch offe ffering is is ma made to to professio essional clien lients wit ithin the he me meani ning ng of
he Fi FinSA SA on
nd the he Ne New Sha hares es will ill no not be admitte tted to to tr trad ading on
ny tr trad ading venu nue (ex excha hang nge or
tilate ateral al tr trad ading fac acility) ty) in in Switzer erland
is document ment doe
not constitu tute te a pros
pectus pursuan ant to to the he Fi FinSA SA, ar
652a, a, or
752 of
the Swiss iss Code
ligatio ions (in in it its versio sion applica cable durin ing the he tr tran ansito tory per eriod af afte ter ent entering ng in into forc rce of
FinSA SA on
anuar ary 1, 20 2020 20) or
listin ing pros
pect ctus wit ithin in the he me meani ning ng of
27 et et se
he SI SIX List stin ing Rule les (in in thei heir versio sion ena enacted ed on
anuar ary 1, 20 2020 20, and nd to to be applied lied du during the he tr tran ansito tory period)
nd no no suc uch pros
pect ctus ha has been een or
ill be prep epared fo for or
in con connect ction
ith the he offer ering ng of
he Ne New Sha hares es. Un Unit ited ed Ar Arab Emi mirates (exclu ludin ing fin inancia ial zone nes) Ne Neither her this is document ment no nor the he Ne New Sha hares es have ave been een approv
ssed on
in any ny way ay by the he Emi mirates Sec ecurities es and nd Co Commo mmodities es Auth thority ty ("E "ESCA") CA") or
ny othe her governme nment ntal au auth thority ty in in the he Uni nited ed Ara rab Emi
he Co Comp mpany ny ha has no not rec eceived ed au auth thorisati ation fro rom th the ESCA CA or
ny other her gover ernment nmental au auth thority ty to to ma market et or
ll the he Ne New Sha hares es wit ithin the he Uni nited ed Ar Arab Emi
is document ment doe
stit itute, and nd ma may no not be used ed for
he purpos
an off ffer of
securit ities ies in in the he Un Unit ited ed Ar Arab Emi mirates es (ex excluding ng th the Du Dubai Inte ternati ational al Fin inancia ial Cent Centre and nd the he Ab Abu-Dh Dhabi Glob
arket) t). No No se servic ices rela latin ing to to the he Ne New Sha hares es, in inclu ludin ing the he rec eceipt of
licatio ions, s, ma may be rend ender ered wit ithin in the he Un Unit ited ed Ar Arab Emi mirates (exclu ludin ing the he Du Dubai Int nterna nationa nal Fin inancia ial Cent Centre and nd the he Ab Abu-Dh Dhabi Globa
arket) t). Un Unit ited ed Ki Kingd gdom Ne Neither her the he in informatio ion in in this is document ment no nor any ny othe her document ment rela latin ing to to the he off ffer ha has been een deliv livered ed for
approval val to to th the Fin inancia ial Co Cond nduct Au Autho hority in in the he Unit ited Ki Kingd gdom and nd no pros
pect ctus (wit ithin in the he me meani ning ng of
sectio ion 85 85 of
he Fin inancia ial Ser ervices es and nd Mar arkets ts Ac Act 2000 000, as as ame mend nded ed ("F "FSMA") A")) ha has been een publish lished or
is int ntend ended ed to to be publish lished in in res espec ect of
he Ne New Sha hares es. This is document ment is is issu ssued on
nfident ntial basis sis to to "qualif lifie ied invest stors" s" (wit ithin the he me meani ning ng of
ction
86(7) of
he FS FSMA) in in the he Un Unit ited ed King ngdom, m, and nd the he Ne New Sha hares es ma may no not be offered or
sold in in the he Un Unit ited ed Ki Kingd gdom by me means ns of
is document ment, any ny accomp mpany nying ng let etter or
ny othe her document ment, ex excep ept in in circums mstanc nces es whic ich do do no not re require re the he publica cation
ursuant to to sect ction
86(1) of
he FSM
is document ment sh should ld no not be dist istrib ibuted, publish lished or
in whole le or
in par art, t, no nor ma may it its cont ntent ents be disc isclo losed sed by rec ecipient ents to to any ny othe her person
in the he Un Unit ited ed Ki Kingd gdom. Any Any in invit itatio ion or
nduceme ement nt to to eng engage in in inv nves estme ment nt ac acti tivi vity (wit ithin in the he mea eani ning of
sectio ion 21 21 of
he FSM FSMA) rec eceived ed in in con connect ction
ith the he issu ssue or
sale le of
he Ne New Sha hares es ha has only ly been een comm mmuni nicated ed or
cause sed to to be commu mmuni nicated ed and nd will ill only ly be commu mmuni nicated ed or
sed to to be commu mmuni nicated in in the he Un Unit ited ed Ki Kingd gdom in in circums mstanc nces es in in whic ich se sectio ion 21 21(1) of
he FSM FSMA doe
not apply to to the he Co Comp mpany ny. In In the he Un Unit ited ed King ngdom, m, this is document ment is is bei eing ng dist istrib ibuted ed only ly to to, and nd is is direc ected ed at, at, per ersons ns (i) i) who ho have ave professio ssional ex experienc ence in in matte atters rela latin ing to to inv nves estment ments fallin lling wit ithin in Artic icle 19 19(5) (inv nvestment ment professi ssionals) ls) of
he Fin inancia ial Ser ervices es and nd Mar arkets ts Ac Act 200 000 (Fin inancia ial Prom
Order 2005 005, as as ame mend nded ed ("F "FPO") "), (ii) ii) who ho fa fall wit ithin in the he categories es of
ersons ns refer erred to to in in Artic icle 49 49(2)( )(a) to to (d (d) (hig igh ne net wort rth comp mpani nies es, uni ninc ncorporated ed ass ssocia iatio ions, s, et etc.) of
he FPO PO or
iii) i) to to who hom it it ma may other erwise ise be la lawfully lly commu mmuni nicated ed (toget ethe her "r "relev evant nt per ersons ns") "). The he inv nves estme ment nts to to whic ich this is do docu cument rel elates es ar are avai availab able
ly to to, and nd any ny invi vitati tation, offe ffer or
ement nt to to purch chase will ill be eng engaged in in only ly wit ith, rel elev evant nt per ersons
Any person
ho is is no not a rel elev evant nt person
should ld no not ac act or
ly on
is document ment or
ny of
its cont ntent ents.
40
Un Unit ited ed State tates The he Ne New Sha hares es to to be be offer ered ed and nd so sold in in the he Placement ement and nd th the SPP PP have ave no not been, een, and nd will ill not
e, regist istered und nder er the he U.S. Se Secu curities Ac Act of
33, as as ame mend nded ed (the he "U "U.S. Sec ecurities es Ac Act"). or
he se securities ies la laws of
any ny state tate or
her jurisd isdic ictio ion of
he Un Unit ited ed Sta tate
ccor
he Ne New Sha hares es to to be be offer ered ed and nd so sold ld in in the he Placement ement ma may no not be offe ffered or
d, dir irectly ly or
indir irectly, in in the he Uni nited ed State tates ex excep ept pur ursua uant to to an an ex exemp mption fro rom, or
in a tr tran ansac acti tion no not su subject to to, the he registr trati ation req equireme ement nts of
he U.S. Sec ecurities es Ac Act and nd applica cable se securit ities ies law aws of
ny state tate or
her juris isdic ictio ion of
he Un Unit ited ed State
he Ne New Sha hares es to to be
ered and nd so sold ld in in the he SPP PP ma may no not be offer ered or
sold ld, dir irectly ly or
indir irectly ly, in in the he Un Unit ited ed State tates or
to any ny person
that at is is ac acti ting fo for the he accou ccount or
enefit of
in the he Un Unit ited ed State tates.
41