IEC`s Presentation

Report
The Israel Electric Corporation Ltd.
October, 2010
Disclaimer
“This document has been prepared solely for use at an institutional investors’ conference call (this document and the related conference call being referred to together as this
“Presentation”). By receiving and reading this document, or by participating in the related conference call, you agree to be bound by the following limitations.
This Presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of The Israel
Electric Company Limited (the “Company”). It is solely for information purposes and is not an invitation or inducement to enter into any investment activity. In addition, it has no
regard to the specific investment objectives, financial situation, or particular needs of any recipient in any jurisdiction. No part of this Presentation, nor the fact of its distribution,
should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
This Presentation has not been prepared for use in connection with any possible offering of securities to be offered by the Company. Any purchase of securities of the Company
should be made solely on the basis of information contained in an offering circular and any supplemental offering circular to be distributed in respect of every future offering. The
information contained in this Presentation has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance
should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. It should not be treated as giving investment advice
nor should it be regarded by recipients as a substitute for the exercise of their own judgment. The Company shall have no liability whatsoever (in negligence or otherwise) for any
loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation.
This Presentation is only for persons having professional experience in matters relating to investments.
This Presentation is made to and directed only at (i) to qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) in the United States in
reliance on Rule 144A, or (ii) outside the United States, in reliance on Regulation S.
This Presentation and its contents are confidential and must not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Failure
to comply with this restriction may constitute a violation of applicable securities laws. If you have received this document and you are not the intended recipient you must return it
immediately to the Company. This Presentation does not constitute a recommendation regarding the securities of the Company.
This Presentation includes forward-looking statements, including statements regarding the Company’s expectations and projections for future operating performance and business
prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project”, “plan”, “intend” and “may” and similar words or expressions identify forward-looking statements. In
addition, all statements other than statements of historical facts included in this Presentation are forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause actual results or performance of the Company to differ materially from those expressed or implied by such forwardlooking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in
which the Company will operate in the future. Reliance should not be placed on these forward-looking statements. The Company expressly disclaims any obligation or undertaking
to release any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change of
events, conditions or circumstances on which any such statement was based. The Company expressly disclaims any obligation or undertaking to update any forward-looking
statements contained herein.
The information and opinions contained in this document are provided as at the date of this Presentation and are subject to change without notice and the Company is not under
any obligation to update or keep current the information contained in the Presentation.
Furthermore, you should consult with your own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that you deem it necessary, and make
your own investment, hedging and trading decisions (including decisions regarding the suitability of an investment in securities issued by the Company) based upon your own
judgment and advice from such advisers as you deem necessary and not upon any view expressed in this Presentation.”
2
Contents
1. The Israel Electric Corporation Overview
2. Operating Environment
3. Financial Overview
4. Key Investment Highlights
5. Appendices – Summarized Financial Statements
3
1. The Israel Electric Corporation Overview
4
The Israel Electric Corporation Ltd.
 The Israel Electric Corporation (IEC) was established in 1923
 99.85% owned by the state of Israel
 Generates, transmits and distributes substantially all the electricity in the
State of Israel
 The largest infrastructure company in Israel with the one of the largest
turnovers in the Israel’s economy.
H1 2010 Customer Breakdown
By Electricity Sales
6%
Residential
29%
21%
Public & Commercial
Palestinian Authority
3%
8%
Gas Turbine
Thermal Power Plant
5
33%
IEC’s Operating Statistics
2009
Capacity (MW)
Peak Demand (MW)
H1 2010
11,664
12,014
9,900
10,700
48,947
23,757
Agricultural
Electricity Sales (GWh)
Industrial
Population (Millions)
7.5
7.6
Water Pumping
Customers (Millions)
2.5
2.5
IEC’s Organization Structure
Secretary of the
Board of Directors
Executive Vice
President
*
Generation &
Transmission
Generation
Transmission
& Substations
Customers
Marketing
Northern
District
Engineering
Projects
Internal Auditor
& IEC Ombudsman
Board of
Directors
General Counsel &
Company Secretary
President
& C.E.O
Strategic
Resources
Construction
Information
Systems &
Communication
Engineering
Planning,
Development
& Technology
Company
Spokesman
Finance &
Economics
Accounting &
Economics
Supply &
Stores
Finance
Logistics &
Real Estate
Organization,
Quality
& Safety
Jerusalem
District
Fuel
Administration
Dan
District
Business
Initiation
Regulation &
Economics
Haifa
District
* Senior Vice President, Generation & Transmission serves as Executive Vice President.
6
Marketing &
Communication
& Advisor to the
CEO on Strategy
Human
Resources
Legend
Southern
District
System
Operation
Organization,
Logistics,
Security &
Emergency
Central
Security
Board of
Directors
President
& C.E.O
Executive/
Senior Vice
President
VP Division/
District
Unit
Department
Strong Government Ties and Corporate Governance
 As a 99.85% State owned company, certain actions of the Company require the approval of the Government, the
Government Companies Authority (GCA), the Ministry of National Infrastructures or the Ministry of Finance
 IEC is subject to an audit by Israel’s State Controller
 IEC is obliged to nominate at least three directors possessing professional accounting and financial skills
 IEC has adopted IFRS (starting Q1 2008) in accordance with the provisions of the GCA regulations
99.85%
State of Israel
Ownership
Tariff
Regulation
(Electricity
Authority)
Appointment
of Board
Members
Strategic
Importance
to Economy
Ownership of
the
Coal Company
7
Committed to
Securing Reliable
Electricity
Supplies
2. Operating Environment
8
Capacity Expansions and Electricity Sales
Continuing Reliability of the Electricity Supply is Crucial to Israel's Growth
Annual Electricity Demand 1960 – 2014E¹
CAGR of 3.6% for the period 1999-2009
GWH
IEC Installed Capacity Growth
1960 – 2014E2
MW
18,000
60,000
Elecricity Sales in 2009
48,947 GWH
16,000
50,000
14,000
12,000
40,000
10,000
1
9
According to base scenario.
2
IEC
2008
2009
2010E
2011E
2012E
2013E
2014E
2006
2004
2002
2014E
2012E
2010E
2008
2006
2004
2002
2000
1990
1980
1970
1960
0
727
0
1960 410
2,000
1970 1,232
10,000
2000
4,000
1990
6,000
20,000
1980
8,000
2,182
2,737
4,061
5,065
6,920
9,129
9,679
9,902
10,117
10,083
10,480
10,899
11,323
11,649
11,664
12,769
13,326
13,712
14,186
14,186
30,000
IPPs
Installed capacity for years 2011-2014 as in 5 year forecast prepared on
September 2010. Not including the IPP’s that generate for their own consumption.
Improved Reliability of Supply
900
839
800
725
700
595
600
584
534
502
463
500
400
348
363
352
300
229
207
203
200
202
183
178
179
151
135
134
124
121
100
Interruptions from faults outside the grid
10
Interruptions from faults in the grid
09
20
08
20
07
20
06
20
05
20
04
20
03
20
02
20
01
20
00
20
99
19
98
19
97
19
96
19
95
19
94
19
93
19
92
19
91
19
90
19
89
19
19
88
0
Planned interruptions
Operational efficiency
(Cumulative change rates)
Increase/decrease in %
35%
30%
25%
20%
15%
10%
5%
0%
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
-5%
Installed capacity (MW)
11
Electricity sales (GWH)
Number of generation segment workers
Capex Program 2011 - 20151
IEC’s investment plan will accumulate to $5.6 billion by 2015
(Billions of USD as of June 30, 2010)
Miscelleanous
Distribution
Transmission
Generation
Cumulative Investment Program 2011 - 2015
 Total of 2,006 MW (out of which 639 MW to be
financed by IEC) of new generation capacity
1.5
Billions of USD
1.3
1.2
1.2
1.1
1.1
0.9
1.0
0.6
0.6
0.5
0.5
 45% for generation projects
0.4
 26% for distribution systems
0.7
0.5
0.3
0.1
-0.1
0.2
0.2
0.2
0.2
 16% for transmission
0.2
 13% for miscellaneous
0.3
0.3
0.3
0.3
0.3
0.1
0.1
0.1
0.1
0.1
2011
2012
2013
2014
2015
Total Generation
Capacity Coming 516 MW
Online (MW)
Emergency Plan
Capacity Only
–
(MW)
386 MW
474 MW
–
3630
3263
3474
–
–
MW
MW
MW
1
 Average annual capital raising forecast of $ 0.8
billion (or the equivalent in other currency)
Total
2,006 MW
2737
MW
All numbers derived from the 5 year preliminary forecast prepared on September 2010.
Total generation capacity increased as a result of the emergency plan including 2009 (120 MW X 2) and 2010 (788 MW) will reach 1,765 MW.
3 The assumption is that the financing of the second phase of the Emergency Plan and Project D will not be carried out by IEC.
2
12
 Average annual investment of $ 1.1 billion (or the
equivalent in other currency)
1.1
Note: Currency conversion based on the exchange rate of NIS3.875 = US$1 as of June 30, 2010.
Financial Sources to Finance the Development Plan for the
Years 2011 - 20151
(Billions of USD as of June 30, 2010)
Internal resources
1
13
6.3
Debt repayment
)4.7(
Internal resources after debt repayment
1.5
External resources
3.8
Total
5.3
All numbers derived from the 5 year preliminary forecast prepared on September 2010.
Note: Currency conversion based on the exchange rate of NIS3.875 = US$1 as of June 30, 2010.
Operational Excellence: Emergency Plan
Overview
Financing of the Emergency Plan
 The Ministry of National Infrastructures approved an
Emergency Plan to accelerate the development of the
generation segment
 Aggregate estimated cost: ¹NIS 9.2 billion
 The Emergency Plan scheduled for operation by 2013 is
intended to increase the Company’s generation capacity by
1,765 MW until 2013
 Account for a considerable delay in incorporation of
Independent Power Producers ("IPPs")
 NIS 3.6 billion is for the first phase² of Emergency Plan.
Financing the first phase:
 NIS 2 billion are collected via the electricity tariff , during the
years 2009-2010
 3NIS 0.9 billion (€ 185 million) of the aggregate estimated
cost will be financed by consortiums of banks’ loan.
 The outstanding investment will be financed by reducing or
postponing other investments
 NIS 5.6 billion is for the second phase of Emergency Plan.
Financing for the second phase should not be carried out by
IEC.
14
1. Including CCGT Alon Tavor 260 MW (2012) + 115 MW (2013).
2. The first phase is planned to be completed by the end of 2010.
3. Currency conversion based on the exchange rate of NIS 4.7575 = EUR1 as of June 30, 2010.
Fuel Diversification: From Coal to Natural Gas
 IEC uses natural gas as part of its fuel mix since February 2004
 The increased use of natural gas is driven by the need to
diversify IEC’s fuel mix, increase its generation capacity, as well
as to maintain a low cost structure and limited pollution level
 IEC plans to significantly increase its use of natural gas during
the coming years
 Recently a new natural gas reservoir with almost 200 BCM
(billion cubic meters) has been discovered off shore Israel
(Tamar).
 An additional natural gas reservoir has been discovered
recently off shore Israel (Leviathan) with potential of 400 to 500
BCM (probability of 50%).
 The Implications of the recent gas fields discoveries on IEC’s
generation and transmission segments are being studied.
Generation Mix by Fuel Type
2006
Diesel oil
5.5%
Natural
gas
18.1%
2009
2013E
Diesel oil
1.5%
Diesel oil
2.7%
Natural
gas
32.6%
Fuel oil
5.5%
Coal
70.9%
15
Fuel oil
1.2%
Coal
64.7%
Coal
45.9%
Natural
gas
48.4%
Fuel oil
3.0%
Tariff Regulation Principles
The average price per KWh sold is 10 USD cents as of February
2010.
Key Elements of Tariff Basket of Costs
 Rates are set by the Electricity Authority based on IEC’s current
basket of costs structure together with a fair rate of return on capital
less an efficiency factor
Operation
20%
Fuels
46%
 Tariff is examined every two weeks by the PUA based on the
publication of fuel prices and CPI
.
 Current tariffs updated on the occurrence of the earliest of three
possible events:
• A change to the costs of at least 5.5%
• A change to the costs basket of at least 3.5% (provided that three
months have elapsed from the last update); and
• When six months have elapsed from the last update
 Amortization factors per Kwh sold representing the expected
efficiency and intended to reflect economies of scale at cumulative
annual rates.
16
Capital
13%
Others
6%
Depreciation
15%
 The basket of costs used to determine the Tariff include:
•
•
Fuel component – based on a cost pass-through basis
Financing component – including currency hedging
•
Operation and maintenance costs
Note: Tariff components for February 15, 2010
Source: IEC’s estimates.
Principles of the new tariff base for the generation segment for
2010-2014 - Fuel costs
Fuel mix
 To define the fuel basket , the PUA made the following assumptions:
 Forced unavailability of generation units and maintenance schedules
 Normative operation dates of the generation units
 Operation regime of the generation units
 The fuel basket will be retroactively updated on the annual update for the period from
January to December.
17
Principles of the new tariff base for the generation segment for
2010-2014 - Capital costs
Return on equity
1/3
Equity
Financial
Generation
7.8%
Transmission
5.5%
Low and high voltage
6.2%
Financing basket
Weight
leverage
2/3
Foreign
capital
The NIS financing basket
50%
Hedged financing basket
36%
The NIS financing basket
at higher interest rates
14%
The hedged amount is approximately NIS 12.3 billion according to the determining
basket of April 2010. This amount will be linked to the USD and the Euro at 75% and
25% rates, respectively.
18
Tariff update
Current update
The current update of the tariff will be performed as follows:
 When the total cost per KWH sold changes by more than 5.5%.
 If three months has elapsed since the last update and the total cost changes by at least 3.5%.
 Six months after the last update.
Annual update
In April of each year, the PUA carries out an annual update of the various components of the
recognized costs:
 Financing rate of foreign capital
 Fuel mix.
 Compensation for delays in updating the tariff.
 Recognized assets
 Amount of the recognized capital for hedging.
19
Key Strategic Targets
 Supply of Electricity to the State of Israel
 Ensuring reliable supply of electricity to its consumers, while maintaining sufficient electricity reserve, longterm profitability and financial stability of the Company by implementing an $ 5.6 billion investment program
during 2011-2015
 Fuel Diversification
 Diversify fuel mix, while maintaining an efficient and effective cost structure while minimizing pollution levels
 Business growth drivers
 Leveraging the engineering and technological capabilities of the Company
 Entering business initiatives abroad
 Entering business initiatives in the field of renewable energy and other business developments (such as
Smart Grid)
20
Business growth drivers
The IEC will seek to expend its business operations and revenues via new business growth
drivers that will utilize IEC’s knowledge, expertise and innovations as follows:
 Technological Incubator
 The Israel Electric Corporation (IEC) established an internal venture unit (“Technological Incubator”) to provide a framework of
investment and support services to develop, advance, and commercialize promising, innovative ideas.
 This unit will reach out to entrepreneurs, “innovators,” inventors, and others to submit ideas and proposals in energy field areas.
 The selected proposals will become very early stage business ventures operating within the Technological Incubator framework.
They will receive financial support, access to Israel’s largest team of experts, and business development assistance for a
predefined period of time in order to achieve commercial success.
 Cooperation with Projects Developers Abroad
 IEC is looking to expend it’s business by entering into partnerships
 The policy implementation includes:
– Integral assistance to IPPs
– Readiness for joint initiatives and investments
– Participation in renewable and energy efficiency projects
 Transmission Services
 IEC is to submit to the Ministry of Communications a request for license, that would enable it to provide transmission services,
optic access network (FTTH - fiber to the home), and mobile access network (RAN – radio (wireless) access network)
 The Ministry of Communication approved the pilot in which the IEC successfully connected 150 residential homes in city of Kiryat
Shmona by FTTH.
21
Potential Reorganization
 Negotiations are taking place between IEC Management, IEC Workers Union,
Israel Workers Union (Histadrut) and Government representatives.
 Negotiations are focused on two main issues:
 The reform of the Israeli Electricity Sector, i.e. IEC reorganization
 Increasing Company efficiency and management flexibility by implementing
the “Compass Plan” (“Matzpen”)
22
3. Financial Overview
23
Financial Highlights
Key Operating & Credit Statistics (Millions of USD as of June 30, 2010)
6 months ended
2009
June 30,2009
June 30,2010
4,859
2,481
2,049
Net Income
322
(14)
(278)
Capex
962
555
425
EBITDA¹
1,686
818
723
% EBITDA Margin
34.7%
33.0%
35.3%
Net Debt
9,979
10,916
9,809
5.9
6.7
6.8
Total Debt
11,596
12,511
11,537
Total equity
4,372
4,036
4,094
Financial leverage
2.7
3.1
2.8
Total Debt / EBITDA²
6.9
7.6
8.0
Financial expenses, net.³
621
317
341
EBITDA/ Financial expenses, net.
2.7
2.6
2.1
Total Revenues
Net Debt/EBITDA²
1. Income from current operations plus Depreciation and amortization
2. After normalization of EBITDA of H1 2009 and H1 2010 to annual terms.
3. Source: P&L report
Investment Grade Ratings
Moody’s: Baa2 (Stable) / S&P: BBB- (Credit Watch Negative)
24
Source: financial reports for the six months ended June 30, 2010. IFRS Financials according to GCA regulations; Currency conversion based on the
exchange rate of NIS 3.875 = US$ 1 as of June 30, 2010.
Relatively Low Rates of the Israeli Market
Comparative Electricity Rates
U.S Cents/KWh (December 31,2007)
25
20
15
10
5
0
Ireland
Portugal
Hungary
Slovakia
Poland
Czech
Republic
Residental
Source: Energy Information Administration
25
Switzerland
Industrial
Norway
Turkey
Israel
USA
Financial Statistics
Billions of USD as of June 30, 2010
Revenue
Total Assets
25
7
6.3
6
4.9
5
5.4
16.4
4.9
4.3
4
3.3
3
5.1
3.6
19.1
20
17.3
19.8 19.6
20.2
21.1 20.8 21.1
20.4
18.1
15
3.9
10
2.5
2.0
2
5
1
20
01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
09
Ju
ne
2
Ju 00 9
ne
20
10
20
01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
0
Ju
ne 9
2
Ju 009
ne
20
10
0
0
Note: Currency conversion based on the exchange rate of NIS3.875 = US$1 as of June 30, 2010.
26
IEC Consolidated Debt Breakdown (as of September 30, 2010)
 Diversified debt portfolio per type of instrument
 Foreign currency exposure substantially mitigated by function of tariff structure and hedging transactions
Annual Debt Maturities (Principal in Millions of USD)
Debt in Foreign Currency
Debt in Local Currency
8
58
1,000
294
391
777
500
780
981
283
636
409
510
45
0
125
1,141
539
224
302
194
182
181
638
539
0
121
186
126
77
44
21
125
120
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
Debt by Currency
EUR
8%
ILS not
linked
2%
JPY
9%
USD
39%
ILS
linked
to CPI
42%
27
Type of Instrument
Loans in
foreign
currency
20%
Bonds
abroad
35%
Interest Rate Exposure
Loans in
ILS
6%
EUR
floating
7%
Bonds in
Israel
39%
JPY
fixed
9%
Other
4%
ILS fixed
44%
USD
fixed
36%
Note: Figures as of September 30, 2010; Currency conversion based on the exchange rate of NIS3.665 = US$1 as of September 30, 2010
4. Key Investments Highlights
28
Key Investment Highlights of IEC
 Strategic role as the sole integrated electricity utility in Israel
 99.85% State ownership with strong support
 Strong electricity demand growth
 Proven track record of managing growth and development plans
 IEC operates in a developed market:
on May 2010
 Israel joined OECD 1
 MSCI Inc 2. upgraded Israel’s status to developed market
1 Organization
2
29
for Economic Co-operation and Development.
A provider of investment decision support tools to investment institutions which products include indices and portfolio risk and performance analysis.
5. Appendices – Summarized Financial Statements
30
Balance Sheet (Millions of USD as of June 30, 2010)
Assets
Current assets
December 31,
2009
June 30,
2009
Cash and cash equivalents
Trade receivables for
sales of electricity
Other current assets
1,009
993
836
227
1,113
248
Inventory – fuel
Regulatory assets, net
Inventory – stores
431
0
58
2,562
439
0
65
2,858
321
369
1,741
15,830
1,725
15,911
203
201
20,658
21,063
Non-current assets
Long-term receivables
Assets with respect to
benefits after
employment termination
Fixed assets, net
Intangible assets, net
Total assets
31
June 30,
2010
Liabilities and shareholder’s equity
Current liabilities
Credit from banks and other
1,121 credit providers
773 Trade payables
109 Other current liabilities
Customer advances, net of work
499 in progress
0 Regulatory liabilities, net
65 Provisions
2,567
Long-term and extended-term liabilities, net
324 Debentures, net
1,771 Liabilities to banks
15,551 Debenture to the State of Israel
Liabilities with respect to other benefits after
205 employment termination
Other long-term liabilities
Shareholders’ equity
20,419 Total liabilities and shareholders’ equity
December 31,
2009
June 30,
2009
June 30,
2010
449
1,058
1,307
379
356
404
416
434
358
115
587
209
2,093
83
198
212
2,371
130
706
205
3,138
7,891
8,145
7,229
2,649
607
2,706
602
2,395
606
638
2,408
4,372
20,658
624
2,579
4,036
21,063
672
2,285
4,094
20,419
Note: All numbers are adjusted to June 30, 2010 purchasing power and were derived from the financial statements for H1 2010. The exchange rate used is NIS 3.875 = US$ 1 as of
June 30, 2010.
Income Statement (Millions of USD as of June 30, 2010)
Revenues
For the six months
ended June 30, 2009
2,481
For the six months
ended June 30, 2010
2,049
Total cost of operating the electricity system
3,842
2,012
1,890
Profit from operating the electricity system
% margin
1,017
21%
469
19%
159
8%
Total expenses
351
171
170
Income from current operations
% margin
666
14%
298
12%
(11)
-1%
Financial expenses, net
621
317
341
Income (loss) before income taxes
46
(19)
(351)
(276)
(5)
(73)
322
(14)
(278)
Total income taxes
Net income (loss)
32
For the year ended,
December 31, 2009
4,859
Note: All numbers are adjusted to June 30, 2010 purchasing power and were derived from the financial statements for H1 2010. The exchange rate used is NIS 3.875 = US$ 1 as of
June 30, 2010.
Cash Flow Statement (Millions of USD as of June 30, 2010)
For the year ended,
December 31, 2009
For the six months
For the six months
ended June 30, 2009 ended June 30, 2010
Net cash provided by (used for) operating activities
1,738
656
495
Net cash used in investing activities
(990)
(595)
(428)
Net cash provided by (used in) financing investing activities
(693)
(21)
44
Increase (decrease) in cash and cash equivalents
56
39
112
Balance of cash and cash equivalents at the beginning of the period
954
954
1,009
1,009
993
1,121
Balance of cash and cash equivalents at the end of the period
33
Note: All numbers are adjusted to June 30, 2010 purchasing power and were derived from the financial statements for H1 2010. The exchange rate used is NIS 3.875 = US$ 1 as of
June 30, 2010.
Disclaimer
“This document has been prepared solely for use at an institutional investors’ conference call (this document and the related conference call being referred to together as this
“Presentation”). By receiving and reading this document, or by participating in the related conference call, you agree to be bound by the following limitations.
This Presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of The Israel
Electric Company Limited (the “Company”). It is solely for information purposes and is not an invitation or inducement to enter into any investment activity. In addition, it has no
regard to the specific investment objectives, financial situation, or particular needs of any recipient in any jurisdiction. No part of this Presentation, nor the fact of its distribution,
should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
This Presentation has not been prepared for use in connection with any possible offering of securities to be offered by the Company. Any purchase of securities of the Company
should be made solely on the basis of information contained in an offering circular and any supplemental offering circular to be distributed in respect of every future offering. The
information contained in this Presentation has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance
should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. It should not be treated as giving investment advice
nor should it be regarded by recipients as a substitute for the exercise of their own judgment. The Company shall have no liability whatsoever (in negligence or otherwise) for any
loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation.
This Presentation is only for persons having professional experience in matters relating to investments.
This Presentation is made to and directed only at (i) to qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) in the United States in
reliance on Rule 144A, or (ii) outside the United States, in reliance on Regulation S.
This Presentation and its contents are confidential and must not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Failure
to comply with this restriction may constitute a violation of applicable securities laws. If you have received this document and you are not the intended recipient you must return it
immediately to the Company. This Presentation does not constitute a recommendation regarding the securities of the Company.
This Presentation includes forward-looking statements, including statements regarding the Company’s expectations and projections for future operating performance and business
prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project”, “plan”, “intend” and “may” and similar words or expressions identify forward-looking statements. In
addition, all statements other than statements of historical facts included in this Presentation are forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause actual results or performance of the Company to differ materially from those expressed or implied by such forwardlooking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in
which the Company will operate in the future. Reliance should not be placed on these forward-looking statements. The Company expressly disclaims any obligation or undertaking
to release any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change of
events, conditions or circumstances on which any such statement was based. The Company expressly disclaims any obligation or undertaking to update any forward-looking
statements contained herein.
The information and opinions contained in this document are provided as at the date of this Presentation and are subject to change without notice and the Company is not under
any obligation to update or keep current the information contained in the Presentation.
Furthermore, you should consult with your own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that you deem it necessary, and make
your own investment, hedging and trading decisions (including decisions regarding the suitability of an investment in securities issued by the Company) based upon your own
judgment and advice from such advisers as you deem necessary and not upon any view expressed in this Presentation.”
34

similar documents