U CITY PCL CAPITAL RESTRUCTURING 30 AUG 2018 IR CONTACT Address: - - PowerPoint PPT Presentation

CAPITAL RESTRUCTURING

30 AUG 2018

U CITY PCL

prepared by Investor Relations department U City Public Company Limited

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Address: U City Public Company Limited IR Department 20th Floor, TST Tower, 21 Soi Choei Phuang, Viphavadi-Rangsit Rd. Chomphon, Chatuchak, Bangkok, Thailand 10900 Telephone: +66(0) 2273 8838 #2301 Fax: +66(0) 2273 8858 Email: ir@ucity.co.th Website: www.ucity.co.th

This document has been prepared and distributed by the Investor Relations Department of U City Public Company Limited (“U City”) solely for information purposes. It does not represent or constitute an offer, invitation, recommendation or solicitation to trade shares in U City and should not be relied on as such. Some of the information in this document has not been independently verified, and also includes information made available from public sources and other third party opinion or analyst. U City does not monitor or control the content of third party opinion or statements and does not endorse or accept any responsibility for the content or the use of any such opinion or statements. Thus, U City assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the information described herein. None of U City or any of its agents, or all of their respective affiliates, or representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. All information contained in this document is presented as of the date indicated within, and U City assumes no duty to confirm, revise or update the information. Certain statements in this document may be deemed to contain forward-looking statements, including the statements included or incorporated with the words "believe", "anticipate", "estimate", "target", or "hope", or that otherwise relate to objectives, strategies, plans, intentions, beliefs or expectations or that have been constructed as statements as to future performance or events. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated at the time the forward-looking statements are made. Thus, U City assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the forward-looking statements. U City undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DISCLAIMER IR CONTACT

Capital Restructuring

prepared by Investor Relations department U City Public Company Limited

50 100 150 200 250 300 0.01 0.02 0.03 0.04 0.05 U Turnover (RHS) U Share Price (LHS)

44,760

CURRENT SITUATION

Unable to Distribute Dividends, Wide Relative Bid-Ask Spread of U City Shares

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Capital Restructuring

Components of Shareholder’s Equity THB mn Issued & fully paid ordinary & preference shares 935,429 Share discount on ordinary & preference shares (895,601) Deficit (9,519) Other components of shareholders' equity (349) Total Shareholders' equity 29,960

U City Balance Sheet (separate F/S) as of 30 June 2018 U City 1-Year Stock Chart as of 30 Aug 2018

• 50%

Negative Retained Earnings (Deficit)

• U City is unable to

distribute dividends to its shareholders as regulations restrict companies with retained losses and share discount in their separate financial statements to do so

Inefficient Share Structure

• U City’s current share

structure means that current bid-ask spreads are abnormally and relatively high, which results in inefficient trading and illiquidity

29,960 14,034 766

Current Liabilities Non-Current Liabilities Equity

+33% THB THB mn

prepared by Investor Relations department U City Public Company Limited

4 Benefits of the Proposed Transactions

BENEFITS OF THE TRANSACTION

Gaining the Ability to Distribute Dividends and Reduce Trading Volatility

Capital Restructuring

OBJECTIVE:

“To write off company’s deficit to support potential dividend payout in the future” U City will be able to pay dividends to its shareholders from profits realised in the near future

• The alternative is a lengthy process of gradually reducing its retained losses/deficit and share discount. U City would be

unable to pay dividends, despite being profitable until it clears its retained losses and share discount U City can fulfill its commitment to its preference shareholders

• Following the capital raising on 16 March 2018, U City is committed to paying 5 annual payments of approximately THB

823mn/year to its preference shareholders. U City would be unable to do so in the near future until this legacy issue is resolved Reduce trading volatility and illiquidity of U City’s shares

• The high bid-ask spread is detrimental to shareholders and future investors looking to trade in U City stock. The high volatility
• f trading is a factor in the stock’s current illiquidity

Enable a more diversified shareholder base

• High fluctuations in the value of the stock make U City unattractive on a risk management standpoint for institutional investors. By

reducing these relative price fluctuations and trading illiquidity, U City’s stock would be more ‘investable’

KEY RESTRUCTURING TRANSACTION:

#1 Reverse stock split #2 Clearing retained loss/deficit and share discount

prepared by Investor Relations department U City Public Company Limited

The above is subject to shareholders’ approval at the EGM

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TRANSACTION OVERVIEW

Capital Restructuring

Unit Pre Reverse Stock Split and Capital Reduction (Separate F/S as of 30 June 2018) Post Reverse Stock Split 100:1 and Capital Reduction* Registered capital THB mm 1,682,739 44,900 Paid up capital THB mm 935,429 29,934 Share discount THB mm (895,601)

• Retained earnings

(Retained loss/deficit) THB mm (9,519) (25)** Other components THB mm (349) 10 Total shareholders’ equity THB mm 29,960 29,919 Registered shares mm shares 1,682,739 14,031 Paid up shares mm shares

935,429 9,354

Par value/share THB 1.00 3.20 Trading price/share THB 0.03 3.00 * Based on management accounts as of 30 Aug 2018 **Including operating loss, impairment of investment in NMG and allowance for impairment of investment in BMP during 1 July – 30 Aug 2018

prepared by Investor Relations department U City Public Company Limited

KEY TIMELINES

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Clearing Retained Losses & Reverse Stock Split

Capital Restructuring

Board of Directors Approved the transaction U City EGM record date U City EGM for shareholders’ approval Private placement (PP) subscription for rounding purpose Rights adjustment of all warrants (U-W1 -> U- W4) Commence trading with new par value after reverse stock split 30 Aug 18 12 Oct 18 End of Oct 18 13 Sep 18 Mid of Oct 18 Beg Nov of 18 End of creditor

• bjection

Mid of Dec 18 Commence trading with new par value after capital reduction End of Dec 18 Creditor objection period (2 months)