Todays Presenters Anthony Ferguson President, CFAL Angelo Butler - - PowerPoint PPT Presentation

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Angelo Butler

Senior Analyst, CFAL

Today’s Presenters

Anthony Ferguson

President, CFAL

Michael J. Maura Jr.

CEO, Nassau Cruise Port Ltd.

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Disclaimer

This document is being delivered to a limited number of parties who, it is believed, meet certain qualifications and may be interested in acquiring the senior unsecured bonds (the “Bond Facility”) described herein. This documetn is furnished to you on a confidential basis solely for the purpose of evaluating the investment offered hereby. Under no circumstances shall this document constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Bond Facility in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification. Colina Financial Advisors Limited (“CFAL”) is acting as the Placement Agent (the “Agent”) of Nassau Cruise Port Limited (the “Issuer”) with regards to the Bond Facility for international investors and Bahamian investors. This document is submitted in connection with the Bond Facility and may not be used for any other purpose and may not be redistributed or reproduced, in whole or in part, without the prior written consent of the Issuer. This document has been prepared solely for the purpose of soliciting expressions of interest in the Bond Facility from potential purchasers and is an indicative summary of the terms and conditions of the transactions contemplated hereby or of the Issuer. Neither the delivery of this document nor any sale of the Bond Facility shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. No persons have been authorized to make any representations

• ther than as may be set forth in the Bond Subscription Agreement to be entered into in connection with the transactions contemplated hereby and, if given or made, such representations

should not be considered as authorized or relied upon. It is expected that investors interested in participating in the Bond Facility will conduct (and will be deemed to have made) their own independent investigation of the financial condition and creditworthiness of the Issuer and the terms of the Bond Facility, including the merits and risks involved. The Agent will provide qualified prospective purchasers with such additional information as may be reasonably requested relating to the offering of the Bond Facility and representatives of the Issuer, GPH and BIF will be available to answer any questions concerning the Issuer, GPH, BIF, or Yes Foundation and will, upon request, make available such other information as may be reasonably requested. Neither this document nor any related enclosures, documents or additional information is intended to provide the sole basis of any credit or other evaluation of the Issuer. Except as indicated herein, you should not assume the information in this document is accurate as of any date other than the date of this document. This document shall remain the property of the Issuer. This document is not required to be registered with the Securities Commission of The Bahamas (the “Commission”) under the provisions of the Securities Act 2011. While this document has not been registered with the Commission, a copy has been filed with the Commission as required by the Securities Industry Regulation 2012. However, the Commission has not checked and will not check the accuracy of the statements made herein and accepts no responsibility therefore or for the financial soundness of the issuer or the value of securities concerned and neither the Commission nor the Government of The Commonwealth of The Bahamas passes judgment on the merits of the offering and is therefore not liable for any statements or omissions contained herein. As such, the Bond Facility is suitable only as an investment for, and are being offered only to persons who have, directly or through qualified representatives, the ability to evaluate the merits and risks of an investment in the Bond Facility and the ability to assume the economic risks involved in such investment. There is currently no trading market for the Bond Facility, and it is not contemplated that one will develop in the foreseeable future. Each purchaser will be required in connection with the purchase of the Bond Facility to make representations confirming its eligibility as a prospective investor and that it is purchasing the Bond Facility for its own account and not with a view to their resale or distribution. Investors should be aware that they might be required to bear the financial risk of their investment for an indefinite period. The Issuer is not making an offer of the Bond Facility in any jurisdiction where the offer is not permitted and no subscriptions will be accepted from investors unless the Issuer, upon consultation with its counsel, is satisfied that the offering is in compliance with the laws of such jurisdiction. This document contains estimates of anticipated or future performance of the Issuer which constitute “forward-looking statements” under Bahamian securities laws and reflect various assumptions made by the Issuer that may or may not prove accurate, as well as the exercise of a substantial degree of judgment by the management of the Issuer as to the scope and presentation of such information. When used in this document, No representations or warranties are made as to the accuracy of such forward-looking statements or estimates of anticipated performance and such forward-looking statements and estimates are not guarantees of future performance and involve risks, uncertainties and other factors that may cause the Issuer’s actual performance or achievements to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements or estimates. The Issuer’s actual future results could differ materially from those predicted in such forward-looking statements or estimates. Accordingly, prospective investors are urged not to place undue reliance on these forward-looking statements or estimates. This document contains summaries of the Bond Facility, and of certain documents, agreements and opinions relating to this offering. Reference is hereby made to the actual documents for complete information concerning the rights and obligations of the parties thereto. All such summaries are qualified in their entirety by this reference. Copies of the documents, agreements and opinions referred to in this document are available from the Issuer. The Agent may also provide (directly and through affiliates) other services to the Issuer, GPH, BIF, or Yes Foundation from time to time. The Agent is receiving a fee from the Issuer for its role in placing the Bond Facility. The Issuer has agreed to indemnify the Agent with respect to any liability for material omissions or misstatements in this document excluding any such claims, liabilities, losses and damages, arising from the Agent’s own gross negligence or wilful misconduct as determined by the final judgment of a court of competent jurisdiction and special, indirect exemplary, punitive or consequential damages of any kind whatsoever. The Agent and its affiliates, and employees are not in the business of providing tax or legal advice to any taxpayer outside of the Agent, and its affiliates. These materials and any tax related statements are not intended or written to be used, and cannot be used or relied upon, by any such taxpayer for the purpose of avoiding tax penalties. Tax-related statements, if any, may have been written in connection with the "promotion or marketing" of the transaction(s) or matter(s) addressed by these materials, to the extent allowed by applicable law. Any such taxpayer should seek advice based on the taxpayer's circumstances from an independent tax advisor.

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Table of Contents

1. Executive Summary 2. Project Overview 3. Cruise Market 4. NCP and its Shareholders 5. Project Financial Forecast 6. Transaction Summary Appendix: A. Term sheet B. Detailed Financial Summary C. NCPL Financial KPIs D. GPH Portfolio

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Executive Summary

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Executive Summary

Nassau Cruise Port Limited (“NCP”, or the “Issuer”), as a special purpose company, has been granted the right to the redevelopment, operation and maintenance of the Nassau Cruise Port at Prince George Wharf (the “Port”) under the Port Operation and Lease Agreement (“POLA”) entered into with the Government of the Commonwealth of The Bahamas (“GOB”) as

• f August 28, 2019

 Sole cruise port facility of Nassau and one of the world’s largest transit cruise ports

 3.8 million passengers in 2019.  Exclusive long-term operational rights to NCP for a period of 25-years plus construction period (extension option of 15-years)  Design, construct, manage, operate and maintain the Port (“Project”) as a modern and environmentally friendly cruise port terminal (expected completion April 2022)  Operations started in October 2019  NCP is organized and led by Global Ports Holding Plc (“GPH”), the world’s largest independent cruise port operator,  Short-term adverse impact arising from the corona virus, but due to Nassau’s unique location in the proximity to main Florida homeports NCP expects relatively limited impact, and strong fundamentals of the cruise industry will prevail in the mid- to long-term  NCP is presently seeking a financing package totalling B$80,000,000 and US$50,000,000 (“Bond Facility”), which will provide partial funding for the Project.

Situation Overview

 Expected capital investment of c. $ 250,000,000 excluding financing costs:



$204m Construction Cost



$20m Development, Design & Engineering and Inspections



$26m Ancillary Community Contributions under POLA  Financing cost of $34.3m including upfront fees and interest expenses during construction  Strong revenue and high margin EBITDA post construction of US$44m and US$29m, respectively (2025)

Investment Overview Bond Facility Overview

 20-year final maturity (June 30, 2040)  Principal payment in 10 equal, annual instalments, beginning on June 30, 2031  Interest of 8.0% p.a. paid semi-annually (first interest payment on June 30, 2021)  Colina Financial Advisors Limited (“CFAL”) is acting as placement agent  Total debt financing of up to $210m (including this Bond Facility), remainder to be raised both from the international and local lenders in H1 2021

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

• Strategic asset for The Bahamas, and it is essential to the Bahamas’s economy
• Project to improve economic activities, increase tourism activities, and promote participation by local

stakeholders and job creation

• Benefits from the strong support of the GOB
• 113 new cruise vessels on order (March 2020) with a total passenger capacity of 232,172 scheduled for

delivery through 2027 – increasing current cruise capacity by ca. 50%

• High resilience of cruise industry with a proven track record for quick recovery from recessions and other

shocks

• Sponsor GPH: world's largest cruise port operator which operates 18 ports in 12 countries and provides

services to over 15 million passengers.

• Improve operations at the Port through capital expenditures and know-how transfer based on GPH’s

experience from its other award-winning facilities

• The Caribbean is the most popular cruise destination in the world
• Politically stable and in high demand, particularly because its proximity to the United States
• NCP has the right to increase the port charges by inflation
• Right to introduce additional services and charge for the same in NCP’s commercial discretion
• Major growth in the cruise industry expected from smaller players
• Enable growth from all cruise lines and retains no preferred berthing right with any cruise line

Safe and Sustainable Investment

The Nassau Cruise Port has extensive operating history, strong place in the Caribbean cruise industry, predictable, long term business plan and cash flow profile

Strategic National Infrastructure Asset Attractive Caribbean Cruise Market Rate-Setting Flexibility Open Access Regime Long-term Cruise Industry Growth Experienced Port Operator

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Key Parties for the Project and Bond Issuance

Global Ports Holding (“NCP”) - Shareholder

The Project is being undertaken by a combination of high caliber sponsors, contractors and advisors Bond Agents and Advisors

Lennox Paton — Legal Counsel Colina Financial Advisors Limited (“CFAL”) – Placement Agent

Issuer and its Shareholders

Nassau Cruise Port Limited (“NCP”) — Issuer Bahamas Investment Fund (“NCP”) - Shareholder Yes Foundation — Shareholder

Construction & Design

ENKA — EPC Contractor WSP — Marine Side Design & Engineering

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KPMG – Auditor CIBC First Caribbean International Bank — Bankers Bermello Ajamil & Partners — Land Side Design & Engineering

Project Overview

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Project Overview – Development of a Critical Asset

 Overview – The Government of the Commonwealth of The Bahamas (“GOB”) has awarded exclusive long term operational rights to the Nassau Cruise Port Ltd. (“NCP”) for a period of 25 Years + construction period with an 15-years extension period with mutual agreement between parties.  Process – In August 2019, NCP signed the Port Operation and Lease Agreement (“POLA”) with the GOB, and started

• perating the Port as of 9th October 2019

 Project – Redevelop the Port to increase capacity and reclaim land to provide the required room for expansion of the Port area  Design / Build – Design works are well advanced, construction works are commenced on March 2020, and it is expected completed by April 2022. The construction will not interrupt the existing operation of the Port.  Capital Investment – estimated $250 million including $204 million construction cost for the redevelopment of (marine and landside works)

Nassau Cruise Port Background 10 Location: Nassau, The Bahamas

United States Mexico

Bahamas

Prince George Wharf Cruise Port

Key Investment Highlights

 Development of a critical asset: Cruise industry is essential to The Bahamas’ economy. Cruise tourist arrivals totalled 3.8 million in 2019  Strategic location in the Caribbean (proximity to Florida homeports and major airport facility)  Port capacity of up to 6 million passengers annually  Create a world class waterfront park and green space in the centre of Nassau along with the extended berthing capacity.  Opportunities exist to optimize operations, increase passenger volumes and spending Categories Estimated Amount Construction Cost $ 204,000,000 Ancillary Community Contributions under

POLA $ 26,000,000 Development, Design & Engineering and Inspections $ 20,000,000

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Project Timeline

The timeline below shows historical and forecasted development of the Project

11 2022 2047 2019

Handover of the Port October, 2019 End of Concession End of Construction April, 2022

25 years

Commencement of Construction March, 2020

2020 2021

Signing of POLA August, 2019

2018

Issuance of RFP October, 2018 Bridge Finance December, 2019 Bond Facility May, 2020 Additional Long Term Debt Facility H1, 2021 BIF Equity Raising H1, 2021

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Creating of New Landmark

Construction Period Creation of New Waterfront Project Rationale for Redevelopment

New Waterfront will include:  A new cruise passenger terminal,  A waterfront park,  Amphitheatre,  Shops,  Restaurants, and  Junkanoo museum. Design to mirror and be centred around Bahamian culture, rented to local artisans, entrepreneurs and merchants

12 Extending Berth Capacity and New Inner Harbour

Extension of berthing capacity by adding additional piers:  Dredging to accommodate largest cruise vessels,  Extending the cruise pier 800 feet to the east to create an additional berth;  Creating a berth for mega-yachts; and  Rehabilitating the existing cruise piers and other structures. Creation of a new inner harbour for the transfer of cruise passenger by sea for excursion or to Paradise Island Insufficient berth capacity for the medium-to-long term Underwhelming passenger’s experience due to worn-out facilities Current operational and physical set up separates Downtown and the port due to series of buildings, blocked with walls and fences Competition due to new port of call

• ptions and major infrastructure

improvements in other ports

June 2020 April 2022

Construction Works

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Current Customs Warehouse

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Festival Place

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Mirroring Bahamian Culture with a New Waterfront

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Ensuring Maximum Efficiency with a New Arrivals Center

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Enhancing Cruise Experience

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Providing Community and Passengers the Best Possible Experience through New Inner Harbour

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Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Bringing Prosperity for the Bahamas with Pier Extension and Seabed Reclamation

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Pier Extension

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Key Project Agreements

• Special Purpose Vehicle

Project Company Nassau Cruise Port Limited Equity Sponsors Contracting Authority

Shareholder Agreement Port Operation and Lease Agreement Engineering, Procurement and Construction Agreement

EPC Contractor for Marine Works

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Government of the Bahamas Concession Period - Construction Period + 25 Years (+15-year extension

• ption)

Passenger Fee - Passenger Facility Charge of US$ 3.00/passenger and Port Facility Charge of US$ 5.50/passenger – both to increase by inflation Scope of Services – Exclusivity for all essential cruise terminal and cruise port Payment to GOB - US$ 0.50 per passenger (but not less than US$ 2.0 million p.a. during construction and US$ 2.5 million p.a. post-construction) Key Terms Contract Type - FIDIC - General Conditions of the Silver Book 1999 Edition Price - $108,885,000 – lump sum committed price Duration - 20 calendar months Security Package: comprehensive and market- standard package including Parent Company Guarantee and liquid performance security Key Terms Initial Shareholding – NCP’s issued share capital of B$5000 divided into 4,900 class A (2450 for GPH and 2450 for BIF) voting shares and 100 class B non-voting shares (for Yes Foundation) Board of Directors - the Board shall not exceed seven Directors.

• GPH: four directors:
• BIF: two directors.
• GOB: one director

Voting - Board shall decide on matters by simple majority vote and each Director shall have one vote Key Terms

Cruise Market

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Why Do People Cruise?

___________________________ Source: Quora, BBC

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“The service is better than what you would get in a hotel for the same money, and when you wake-up you are introduced to a new country or city. Cruising is the most affordable way to see parts of the world that many people only read about” “We love to cruise as a

• family. Life is so hectic,

and it gives our large family a chance to reconnect”

Cruise Tourism offers a Value Proposition that is very difficult to beat, and this Value Proposition is the reason that the industry has been so resilient for the past 30+ years

“We middle class American’s don’t get first class treatment very often; pampering is not something we are used to, fine dinning and shows! We have cabin turndown service twice a day” “Before we have even finished our cruise the cruise line offers us incredible deals on future cruises and the deposits are significantly discounted” “ It’s the most stress free vacation possible. Once you are on board, you’re there. No traffic, no tickets to buy, no hotel miscues. About the most weighty decision to be made it which restaurant to eat dinner at.” “ The one common thread is that cruising is easy - you pack and unpack

• nce, see multiple

destinations, and have to worry about nothing.”

Despite the negative impact of the pandemic to cruise industry, NCP believes that cruise industry would recover in upcoming years and does not foresee any material negative impact on mid to long-term growth projection

BBC - Will we ever take cruise holidays again? – April 9, 2020 - David Reece and his wife Caroly, as a 20-years cruises, say that the ongoing coronavirus outbreak is "not going to put us off at all". He is instead looking forward to rescheduling their trip "in the next 12 months".

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Global Cruise Market – Proven Track Record for Resilience

Global Cruise Passengers, 1995 – 2018 (000’s)

5,000 10,000 15,000 20,000 25,000 30,000 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 North America Europe Asia (000’s)

___________________________ Source: Cruise Industry News Annual.

1995 - 2018 Global CAGR: 5.9% 1995 - 2018 North America CAGR: 4.5%

Kosovo Enduring Freedom Afghanistan 9-11 SARS Mexican Crime ISIS Libya Concordia

Highly resilient to economic crisis, passenger volume largely unaffected by major disruptive events. In the short-term, it is anticipated that the corona pandemic will adversely impact the cruise industry, in particular longer itineraries and occupancy of vessels might decrease considering health, proximity concerns of passengers. However, in the closest proximity Florida homeports, Nassau is expected be less severely affected. 21

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Cruise Vessel Deliveries – Commitment to Sustainable Growth for Industry

Cruise Vessel Deliveries and On Order, 1990 – 2027

___________________________ Source: Assumption made by Issuer and Seatrade Cruise Community.

As of March 1, 2020, there are 113 new cruise vessels on order with a total berth capacity of 232,172 scheduled for delivery over the next 7 years. For comparison purposes, in spring 2006, the forward cruise vessel order book contained 29 vessels with a berth capacity of approximately 85,000 22

14 11 12 6 4 6 9 7 10 12 14 13 9 12 10 5 6 8 10 11 11 8 7 6 5 7 10 11 15 24 21 19 15 11 9 5 5 2 5 10 15 20 25

New Build Vessels

Vessels Delivered Vessels On Order

113 vessels 232,172 berth capacity 29 vessels 85,000 berth capacity Existing capacity at the end of 2019: 404 Vessels with 601,777 berth capacity

Cruise Vessel Deliveries graph had not considered the current pandemic effects on shutting down of shipyards , and it is expected that cruise companies might delay the debut of their orders.

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Worldwide Cruise Passenger Growth - Well Poised to Extend Its Success into the Next Decade

Worldwide Cruise Passenger Growth Projections, 2019 – 2038 (in Millions)

___________________________ Source: Assumption made by Issuer and Seatrade Cruise Community.

• The potential development of shipyards with the technical

capabilities to build and deliver cruise vessels in China and Asia

• Additional capacities in a relatively short timeframe once the

industry accepts the standards of the vessels. 23

4.36% CAGR

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

North America Cruise Source Market – Primary Target Market Overall

___________________________ Source: Assumption made by Issuer and Seatrade Cruise Community.

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7.69 14.60 2 4 6 8 10 12 14 16 Million

North American Cruise Source Market Growth, 2000 - 2018

Last 15 year growth 3.3% Last 10 year growth 3.0% Last 5 year growth 3.9%

North American Cruise Source Market Growth Projection, 2019 – 2038

Accounting for more than

57 %

cruise tourism market

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

4.78 10.25 2 4 6 8 10 12 Million

Caribbean Cruise Market - Caribbean Remains as the Leading Destination

___________________________ Source: Assumption made by Issuer

25 Caribbean Cruise Market Size, 2000-2018

Last 15 year growth 3.7% Last 10 year growth 5.1% Last 5 year growth 6.2%

Caribbean Cruise Market Projections, 2019 – 2048

• Deployment of majority of primary brands in Caribbean Region.
• New entrants to Caribbean cruise market sourcing passenger from Europe (e.g. MSC)

3.76% - 5.79% CAGR

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Project Overview – Historical and Forecasted Traffic

Historical Cruise Passenger Traffic at Nassau Cruise Port with Passenger Penetration within The Bahamas 26

3.6 3.6 3.3 3.5 3.6 3.6 3.9 7.3 7.4 6.9 6.9 7.0 7.3 8.1 49% 48% 48% 51% 51% 50% 47%

0% 10% 20% 30% 40% 50% 60% 1 2 3 4 5 6 7 8 9

Million

Nassau The Bahamas Penetration

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

NCP Cruise Passenger Forecast, 2019 – 2040 27 Key Assumptions of the Traffic Forecast

• Revised passenger forecast for 2020 and 2021 according to CDC’s No Sail Order
• In 2020, NCP does not expect any cruise passenger until mid-September, despite CDC’s No Sail Order will be effective until mid-July
• Decreased traffic expectation in 2021 even though Nassau will be the first destination that would host cruise passengers post-COVID
• Nassau being first destination among almost every itinerary departing from Florida homeports
• Expectation for cruise sector to return to its fundamentals and historical growth pattern in medium-term.
• Nassau is best poised and will be ready post-CAPEX to a new high-demand era.

___________________________ Source: Assumption made by Issuer

Positive Trends for the Nassau Cruise Market

Temprorary decrease in the cruise passenger traffic in 2020 and 2021 Materialization of market trend for the traffic growth Additional berthing capacity post-construction Attraction of new tourist in revitalized downtown area Improved cruise passenger experience

3.81 1.47 2.60 3.70 3.88 4.06 4.25 4.46 4.67 4.89 5.12 5.37 5.57 5.78 6.00 6.22 6.46 6.70 6.95 7.21 7.48 42.3% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8%

0% 5% 10% 15% 20% 25% 30% 35% 40% 45%

• 1.0

2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0

Million

Passenger Traffic Growth

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Crisis Management with GPH: Corona Virus Outbreak

Measures Taken

• Regular

coordination with the local Health Authorities, and following attentively the communications being issued by the World Health Organization (WHO)

• Extending its communication with Cruise Lines in
• rder

to share and receive best practices in preventive and/or mitigating measures for outbreak

• GPH formulating an Emergency Response Plan

(ERP) in order to apply in its all ports if the virus emerges

• In order to increase awareness, Guest Information

Centers have been actively informing cruise passengers and crew members in GPH ports

• WHO’s

protective measures against new coronavirus are shared with the port employees

Following the emerging news on the Corona Virus Outbreak, GPH has been actively working with all stakeholders in order to prevent and/or mitigate any possible outbreak

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CDC issued a “No-Sail Order” to ban cruise ship operations in light of the pandemic on March 14, 2020.CDC subsequently announced the extension of the “No Sail Order” on April 9, 2020 . Hence, the CDC order will be effective until the earliest of any of three conditions met:

• If the Secretary of Health and Human Services declares that the

COVID-19 public health emergency has expired; or

• If the CDC Director rescinds or modifies the order, based on public

health or other considerations; or

• 100 days from the date of publication (April 9) of the order in the

Federal Register. NCP believes that health control measures will be critical in the cruise environment post-COVID, and NCP is working with the Government of the Bahamas for preparations.

___________________________ 1. CDC: The Center for Disease Control and Prevention, as one of the major operating components of the Department of Health and Human Services of the US

CDC1’s “No-Sail Order”

NCP and its Shareholders

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Key Project Parties

Project Role

• A special purpose company organized under the laws of The Bahamas
• NCP has been granted the right to the redevelopment, operation and maintenance of

the Nassau Cruise Port

• As the world largest cruise port operator, GPH retains full operational control of NCP
• Lead role in the Project including managing the design, operation & maintenance of

the Port

• 49% ownership
• Equity interests in BIF will be offered solely to Bahamians and Bahamian residents.
• 49% ownership
• As a non-profit company to fund causes promoting youth, sports and education for

Bahamian young people

• 2% ownership

Issuer Shareholder Shareholder Shareholder

30

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

GPH at a Glance

Ownership structure

• 59.3% owned by Global Investment Holdings (GIH): GIH is a diversified investment holding with investments in infrastructure, real estate, energy,

and financial services. GIH operates with a total asset size of about USD 1.5 billion and shareholders’ equity of USD 400 million.

• 40.7% is floating on

World’s Largest Independent Cruise Port Operator with Dominant Position in the Mediterranean Cruise Port Landscape and Established Foothold in Asia and Caribbean

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50.1 54.9 63 66.3 69.9 54.8

116.4 124.8 117.9 2017 2018 2019

Cruise Revenue Commercial Revenue

Revenue (in US$m) Segmental EBITDA (in US$m)

32.2 37.6 44.4 48.3 53.1 39.4

80.5 90.7 83.4 2017 2018 2019

Cruise EBITDA Commercial EBITDA

70.8% 67.6% 73.4%

Segmental EBITDA Margin (%) Cruise EBITDA Margin Commercial EBITDA Margin

EBITDA Margin

12 Countries 34% Market share inthe Mediterranean Listed in 2017 18 Passengers 15mm 2 Operating commercial ports 20 nationalities working at GPH A Truly Global Company Operating cruiseports

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

GPH - Strong Partner of Governments and Cruise Lines

Cooperative Partner to Governments

B2G

Leverage global cruise line relationships and know how to drive growth of the destinations

B2G

 Generating value for destinations  Social Responsibility Global Run initiative  Track record as a dependable

and professional partner

Representing governments:

Spain Italy Turkey Portugal Montegaro Malta Singapore

Augmented Passenger Experience Preferred Partner for Cruise Lines

B2C B2B

B2C

 Continuous passenger

research

 Owning the experience in

city

 Turning ports into a

‘’point of interest’’

 Replicating best-in-class

airport experiences B2B

 A professional counterpart and

partner

 Solution oriented approach  Integrated marketing  Operational excellence  High-level relationships with

cruise lines

Strong relationship with over 70 Cruise Lines including new entrants to the market

The Bahamas Antigua and Barbuda

32 Extensive Network – Marketing Capability

Global Consolidated Marketing ‒ Leverage GPH brand to drive traffic to developing ports ‒ Economies of scale in marketing through centralization Direct Access to Cruise Lines ‒ High Level Relationship w/ Cruise Lines ‒ Periodic meetings with cruise line executives ‒ Itinerary planning know-how Tariff and Offer Management ‒ Bundle offers / tailored itinerary solutions for mutual gains

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

GPH’s Holistic and Professional Cruise Port Management

33

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Bahamas Investment Fund

34

• Accommodate Bahamian interest and create an opportunity for Bahamians to be vested in the Project
• Bahamas Investment Fund Limited is established as an investmenf fund for Bahamians on December 6, 2019 under the

Companies Act, 1992 Key Structure in BIF:

• Equity interests in BIF will be offered solely to Bahamians;
• Allocation of investments will be made based on a bottom-up to ensure maximum participation;
• NCP will provide financing to Bahamians so that the ownership base in BIF is as widely distributed as possible;
• BIF’s equity interest in NCP is 49% and it will contribute half of the required equity capital injection;
• CFAL acts as Administrator, Advisor and Promoter of BIF, utilizing local investment brokerage firms.
• NCP, along with the GPH, recognize and prioritize the involvement of local Bahamians in the Project.

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Yes Foundation - Empowering Generations of Bahamians

35

The Yes Foundation has been established as a non-profit company under the Companies Act, 1992 to fund causes promoting youth, sports and education for Bahamian young people. Key Structure in Yes Foundation:

• Ownership interest of The Yes Foundation was set as 2% in

NCP, however, Yes Foundation will not contribute to the equity capital injection of NCP;

• The Yes Foundation will focus to help young people succeed

in The Bahamas through dividend proceeds it receives from NCP ensuring that the local youth develops the leadership, technical, and life skills to earn a livelihood;

• The Yes Foundation is governed by a board of directors and

advisory committee to review and allocate distributions in keeping with the objectives of the entity.

• Rooted in the belief of youth as problem-solvers, change-

makers, and leaders, The Yes Foundation’s initiatives are catalysts for change.

Project Financial Forecasts

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Well Structured and Integrated Revenues

Passenger Revenues Ancillary Revenues 2 1

 Leasable area of 86,100 sq. ft.  Priority to Bahamian small business owners and entrepreneurs and for current tenants  Sufficient space for new tenants

NCP will have three primary sources of revenue: Passenger Revenues, Rental Revenues and Ancillary Revenues

 Passenger Revenues = Passenger Facility Charge + Port Facility Charge (on a per-passenger basis)  NCP has the right to apply combined US$ 8.50 charge per passenger, however, NCP plans to apply a phased increase in tariffs to give enough time to cruise lines to adjust:  POLA allows NCP to increase its tariffs annually in line with US CPI up to a maximum of 5%, any additional increase require GOB’s approval  Mainly consisting of water sales, garbage collection and cleaning services  Rate-setting flexibility: introduce additional services and charge for the same in its commercial discretion. Additional Ancillary Revenue Considerations  To mitigate the material effect of current pandemic, Port is used as temporary docking point by cruise vessels  Berthing revenues during corona lockdown until traffic restarts.

Rental Revenues 3 37

US$ per passenger 2019 2020 2021 2022 Total Passenger Charge 4.00 5.50 8.50 8.86

Revenue Breakdown (in 2025E)

Passenger Revenues, 85.40% Ancillary Revenues, 6% Retail Revenues, 8.60%

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Highly Visible Revenue Forecasts

Project Revenue Forecast – Concession Period (in $m) (2020 – 2030)

Project revenue forecasts are provided by NCP in line with projected traffic

38

11.5 22.1 32.8 34.3 36.0 39.6 41.5 43.4 47.8 50.1 52.4 1.4 2.3 2.4 2.7 2.8 2.9 3.2 3.4 3.6 1.3 2.8 3.9 4.0 4.0 4.1 4.2 4.2 4.3

11.5 22.1 35.5 39.4 42.3 46.2 48.3 50.5 55.2 57.7 60.3

Passenger Revenues Ancillary Revenue Retail Revenues Total Revenue

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Highly Visible Revenue Forecasts

Project Revenue Forecast – Concession Period (in $m) (2031 – 2040)

Project revenue forecasts are provided by NCP in line with projected traffic

39

57.1 59.3 61.5 67.0 69.5 72.1 78.6 81.6 84.6 92.2 3.9 4.0 4.2 4.5 4.7 4.9 5.3 5.5 5.7 6.2 4.3 4.4 4.5 4.5 4.6 4.7 4.7 4.8 4.9 5.0

65.3 67.7 70.1 76.1 78.8 81.7 88.7 91.9 95.2 103.4

Passenger Revenues Ancillary Revenue Retail Revenues Total Revenue

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

High Margin Business in Nature due to Limited OPEX

Revenue & EBITDA Profile (in $m) (2020 -2030) 40

11.5 22.1 35.5 39.4 42.3 46.2 48.3 50.5 55.2 57.7 60.3 3.7 10.8 20.6 24.3 26.8 30.2 32.0 33.8 37.8 39.8 41.9 32% 49% 58% 62% 63% 65% 66% 67% 69% 69% 70%

0% 10% 20% 30% 40% 50% 60% 70% 80% 20 40 60 80 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Revenue EBITDA EBITDA Margin

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

High Margin Business in Nature due to Limited OPEX

Revenue & EBITDA Profile (in $m) (2031 – 2040) 41

65.3 67.7 70.1 76.1 78.8 81.7 88.7 91.9 95.2 103.4 46.1 47.8 50.0 54.9 57.2 59.5 65.3 67.9 70.6 77.5 71% 71% 71% 72% 73% 73% 74% 74% 74% 75%

0% 10% 20% 30% 40% 50% 60% 70% 80% 20 40 60 80 100 120 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Revenue EBITDA EBITDA Margin

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Strong Cash Flow Waterfall - High Yield Cash Conversion

The post-construction period cash flows are sufficient to meet all forecasted O&M, Concession Payments and Debt Service.

Cash Flow Profile1 (in $m) (2022 – 2030) 42

___________________________ 1. Interest rate of 8.00% has been used for both the Bond Facility and Additional Long Term Debt Facility in Financial Projections and Cash Flow Projection sections.

19.4 23.8 26.6 29.9 31.8 33.7 37.4 39.6 41.7 17.1 17.1 17.1 17.1 17.1 17.1 17.1 17.1 17.1 1.4x 1.6x 1.8x 1.9x 2.0x 2.2x 2.3x 2.4x

0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 20 40 60 80 Cafds Debt Service DSCR

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Strong Cash Flow Waterfall - High Yield Cash Conversion

The post-construction period cash flows are sufficient to meet all forecasted O&M, Concession Payments and Debt Service.

Cash Flow Profile1 (in $m) (2031 – 2040) 43

___________________________ 1. Interest rate of 8.00% has been used for both the Bond Facility and Additional Long Term Debt Facility in Financial Projections and Cash Flow Projection sections.

45.7 44.0 49.8 54.5 56.9 59.2 64.7 67.7 70.4 76.8 37.2 35.6 33.8 32.1 30.4 28.7 27.0 25.3 23.6 21.9 1.2x 1.2x 1.5x 1.7x 1.9x 2.1x 2.4x 2.7x 3.0x 3.5x

0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x 20 40 60 80 100 120 140 160 Cafds Debt Service DSCR

Transaction Summary

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Project Financing Plan

45

Comprehensive and long-term financing plan suitable and aligned to long-term POLA

• Total of up to $210 million of debt
• Senior, unsecured fixed rate institutional bond (this “Bond Facility”) of up to $130 million
• To be completed in May 2020
• Expected currency mix: B$80 million (local investors) and US$50 million (international investors)
• NCP has the right to change the issue size of the Bond Facility in case of oversubscription
• Use of proceeds: Fund the development and construction activities of the Project, and repayment / exchange of the
• utstanding Bridge Loan ($30 million)
• Additional, senior debt facility (” Additional Long Term Debt Facility”) of up to $80 million
• Completion in H1-2021
• Pari-passu to the Bond Facility
• Expected to be provided by both international and local lenders (in addition to the international tranche of the

Bond Facility) Preliminary sources and uses structure

___________________________ 1. Includes interest during construction and other financing expenses on the Bond Facility.

Sources and Uses

Uses:

$m %

Sources:

$m % Construction cost

204.0 71.8%

Bond Facility

130.0 45.7%

Development, Design & Engineering, Inspections

20.0 7.0%

Additional Long Term Debt Facility

80.0 28.1%

Ancillary Community Contributions under POLA

26.0 9.1%

Equity

74.3 26.1%

Financing expenses1

34.3 12.1%

Total

284.3 100.0%

Total

284.3 100.0%

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Debt Structure

Key Debt Facilities 46

Bond Facility Amount B$80,000,000 and US$50,000,000 Interest Rate 8.00% fixed Tenor 240 Months Principle Repayment Start Period 132 Months after first issuance Expected Closing Date May, 2020 Additional Long Term Debt Facility Amount $80,000,000 Interest Rate [TBD] Tenor 232 Months Principle Repayment Start Period 120 Months after first issuance Expected Closing Date H1 2021

Appendix A: Termsheet

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Termsheet of Bond Facility

48

Terms Description Issuer

Nassau Cruise Port Limited

Issue Type

Senior Unsecured Bonds

Issue Size

B$80,000,000 and US$50,000,000

Opening Date

May 4, 2020

Closing Date

May 15, 2020

Legal Counsel

Lennox Paton

Auditor

KPMG

Escrow Agent / Placement Agent

Colina Financial Advisors Limited (“CFAL”)

Paying Agent / Registrar

Colina Financial Advisors Limited (“CFAL”)

Bankers

CIBC FirstCaribbean International Bank

Corporate Trustee

None

Listed Exchange

None

Ranking

With respect to the payment of interest and principal payments upon liquidation, the Bond Facility will be an unsecured obligation of the Issuer. The Bond Facility will rank equally among themselves and with all other future unsecured financial debt of the Issuer.

Security/Collateral

The issuance of the Bond Facility will create a general obligation of the Issuer and are not secured by any specific collateral or guarantee.

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Termsheet of Bond Facility

49

Terms Description Interest Rate & Frequency The Bond Facility will make semi-annual payments of interest in arrears

• n the principal balance outstanding at the time of such payment based
• n 1/2 of the following annual percentage rate: 8.00%. Interest payments

will accrue until and begin on June 30, 2021, and will be paid at the end

• f every June and December afterwards until maturity.

Principal Repayment

Principal payment will occur in 10 equal installments, beginning on June 30, 2031 and each end of June afterwards through to the Maturity date, unless earlier redeemed as set out herein.

Early Redemption The Issuer may not redeem the Bond Facility prior to the second anniversary after the Closing Date. After such second anniversary, the

Issuer may at its option redeem the Bond Facility in whole or in part in their Par Amount (100%) upon the provision of 90 days’ written notice to the bondholders.

Maturity The Bond Facility will mature on June 30, 2040. Debt Service Reserve Account (“DSRA”) The DSRA shall be funded in six (6) equal monthly installments immediately prior to the next scheduled interest payment and twelve (12)

equal monthly installments immediately prior to the next scheduled principal repayment. Each principal repayment and/or interest payment shall be payable with priority from the accumulated amounts in the Debt Service Reserve Account at the scheduled payment date.

Sinking Fund None

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Termsheet of Bond Facility

50

Terms Description Minimum Subscription B$50,000 and in increments of B$10,000 thereafter. Par Amount/ Issue Price Issued at 100% of Par. No fractional amounts will be issued. Conversion Rights None Use Of Proceeds The proceeds of the Bond Facility will be used to fund the development and construction activities of the Project at the Port in accordance with the POLA, and repayment / exchange of the outstanding nominal amount under the Bridge Loan ($30,000,000). Further Issue/Upsizing The Issuer reserves the right to increase the size of the Bond Facility

issue at the Closing Date, or anytime thereafter, without the consent of the bondholders.

Basis Of Allotment The Directors reserve the right to allocate the Bonds in their sole discretion including in the event of oversubscription. Any subscriptions that are not allocated will be refunded without interest within 10 business days. In the event of under-subscription by the closing date, the Directors of NCP may in their sole discretion extend the offering period for additional subscriptions until such time as the Bond Facility is fully subscribed. No Voting Rights or Equity Ownership Bondholders will not have an equity interest in the Issuer, nor will they have any voting rights. Default Include without limitation, failure to pay principal and interest when due, cross default against the POLA and breach of representations, warranties and covenants by the Issuer, subject to grace periods, thresholds and remedy rights to be agreed. Restrictive Covenants NCP must maintain a minimum debt service coverage ratio of 1.30x prior to the distribution of any dividends to shareholders. Special Rights/Privileges None Evidence of Ownership

Book Stock

Governing Law The Laws of The Commonwealth of The Bahamas

Appendix B: Detailed Cash Flow

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

Operational and Debt Service Cash Flow

52

___________________________ 1. Interest after construction period only. Interest during construction period is capitilized and included in Uses & Sources table as part of CAPEX.

Cash Flow Statement 2019-Q4 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Revenue $ m 2.6 11.5 22.1 35.5 39.4 42.3 46.2 48.3 50.5 55.2 57.7 OPEX $ m (1.7) (6.9) (8.6) (12.2) (12.6) (13.0) (13.5) (13.8) (14.1) (14.7) (15.0) Government lease fee $ m (0.5) (0.9) (2.7) (2.7) (2.5) (2.5) (2.6) (2.5) (2.5) (2.7) (2.8) EBITDA $ m 0.4 3.7 10.8 20.6 24.3 26.8 30.2 32.0 33.8 37.8 39.8 Change in NWC $ m 0.6 0.4 (2.1) (1.2) (0.4) (0.2) (0.3) (0.2) (0.2) (0.4) (0.2) Cash flow available for debt service (Cafds) $ m 1.0 4.1 8.7 19.4 23.8 26.6 29.9 31.8 33.7 37.4 39.6 Interest payment – Bond Facility1) $ m

• (10.6)

(10.6) (10.6) (10.6) (10.6) (10.6) (10.6) (10.6) Principal repayment - Bond Facility $ m

• Interest payment – Additional Facility

$ m

• (6.5)

(6.5) (6.5) (6.5) (6.5) (6.5) (6.5) (6.5) Principal repayment - Additional Facility $ m

• Total Debt Service

$ m

• (17.1)

(17.1) (17.1) (17.1) (17.1) (17.1) (17.1) (17.1) Senior Credit Metrics DSCR x 1.40x 1.55x 1.75x 1.86x 1.97x 2.19x 2.32x Cash Flow Statement 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Revenue $ m 60.3 65.3 67.7 70.1 76.1 78.8 81.7 88.7 91.9 95.2 103.4 OPEX $ m (15.4) (16.0) (20.1) (16.7) (17.4) (17.8) (18.2) (18.9) (19.4) (19.8) (20.7) Government lease fee $ m (3.0) (3.2) (3.3) (3.5) (3.8) (3.9) (4.1) (4.4) (4.6) (4.8) (5.2) EBITDA $ m 41.9 46.1 44.2 50.0 54.9 57.2 59.5 65.3 67.9 70.6 77.5 Change in NWC $ m (0.2) (0.4) (0.2) (0.2) (0.5) (0.2) (0.2) (0.6) (0.3) (0.3) (0.7) Cash flow available for debt service (Cafds) $ m 41.7 45.7 44.0 49.8 54.5 56.9 59.2 64.7 67.7 70.4 76.8 Interest payment – Bond Facility $ m (10.6) (10.0) (9.0) (7.9) (6.9) (5.8) (4.8) (3.7) (2.6) (1.6) (0.5) Principal repayment - Bond Facility $ m

• (13.0)

(13.0) (13.0) (13.0) (13.0) (13.0) (13.0) (13.0) (13.0) (13.0) Interest payment – Additional Facility $ m (6.5) (6.2) (5.5) (4.9) (4.2) (3.6) (2.9) (2.3) (1.6) (1.0) (0.3) Principal repayment - Additional Facility $ m

• (8.0)

(8.0) (8.0) (8.0) (8.0) (8.0) (8.0) (8.0) (8.0) (8.0) Total Debt Service $ m (17.1) (37.2) (35.6) (33.8) (32.1) (30.4) (28.7) (27.0) (25.3) (23.6) (21.9) Senior Credit Metrics DSCR x 2.44x 1.23x 1.24x 1.47x 1.70x 1.87x 2.06x 2.40x 2.68x 2.99x 3.52x

Appendix C: NCPL Financial KPIs

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

NCPL Financial KPIs as of March, 2020

54

Revenue

$5.3m

EBITDA Margin

48.2%

Total Asset Size

$24.5m

Cash Position

$10.4m

Appendix D: GPH Portfolio

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

GPH Portfolio

56

Nassau Cruise Port: Bond Facility Roadshow Presentation May 2020 Strictly Confidential

9

Pier Extension