strictly confidential 1 initial public offering management presentation february 6, 2010

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STRICTLY CONFIDENTIAL 1 Initial Public Offering Management Presentation February 6, 2010

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Page 1: STRICTLY CONFIDENTIAL 1 Initial Public Offering Management Presentation February 6, 2010

STRICTLY CONFIDENTIAL

1

Initial Public Offering

Management Presentation

February 6, 2010

Page 2: STRICTLY CONFIDENTIAL 1 Initial Public Offering Management Presentation February 6, 2010

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2

Disclaimer

This Presentation (the “Presentation”) is prepared by the management of Al Tayyar Travel Group (the “Group” or “ATG”). By accepting the Presentation, the recipient agrees to keep confidential the information contained herein

This Presentation and the information contained herein may not be provided to persons other than the person to whomthis Presentation has been furnished and such person’s professional advisors who are directly concerned with suchperson’s decision

This Presentation may not be reproduced or redirected. The information presented in this Presentation has been compiled from various public and non-public sources that are believed to be reliable. Although best efforts have been made to provide accurate information, the management of ATG or any of ATG’s advisors, and shareholders cannot guarantee their completeness or accuracy. Further, the changing conditions may render the presented information unreliable

The Management of Al Tayyar Travel Group (the “Management”) has based its financial projections on certain future assumptions. These assumptions are either derived from historical results or expectation of future conditions based on currently available information. Some or all of these assumptions may not be realised. If these assumptions are not realised, the financial results of the Company may be substantially different from the projections provided in this Presentation. The Company or any of its officers and shareholders cannot guarantee completeness or accuracy of the financial projections. The valuation is based on the financial projections and prevailing market conditions. Changes to the financial projections or the market conditions may also change the estimated fair market value

Disclaimer

Page 3: STRICTLY CONFIDENTIAL 1 Initial Public Offering Management Presentation February 6, 2010

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Advisors and Banks

Financial Advisor, Sole Bookrunner & Lead Underwriter

Receiving Banks Due Diligence Advisor

External AuditorMarket Consultant

Legal Counsel

الفهد حمد بن عبدالعزيز مكتبومستشارون محامون

Lead Manager & Co – Underwriter

Co – Underwriters

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Distribution

Retail Subscription Period

Key Offering Terms

Lead Manager and Co – Underwriter

Financial Advisor, Sole Bookrunner and Lead Underwriter

Issuer Al Tayyar Travel Group (“ATG” or the “Group”)

Initial Public Offering of 30% (24 MM) of ATG’s shares

SAR 45–50 (SAR 10 Par Value plus Premium of SAR 35–40)

SAR 1.08 Bn to SAR 1.20 Bn

Proceeds will be paid to the Selling Shareholders, and their remaining shares will be locked up for a period of six months from listing in Tadawul

Shares will be listed on the Saudi Stock Exchange (“Tadawul”)

(A) Institutional Tranche: up to 100% (24 MM shares) of the total offering size. In case of Retail Tranche oversubscription, Tranche (A) will be subject to a claw-back down to 50% of the total offering size (12 MM shares)

(B) Retail Tranche: up to 50% (12 MM shares) of total offering size

(22nd of February 2010 – 28th February 2010)

100,000 shares

Morgan Stanley Saudi Arabia

Al Rajhi Capital

Riyadh Capital

AlJazira Capital

Shares

Offer Price Range

Total Value Range of Shares Offered

Use of Proceeds

Listing

Minimum Subscription Amount for Institutional Bidders

Co – Underwriters

Page 5: STRICTLY CONFIDENTIAL 1 Initial Public Offering Management Presentation February 6, 2010

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Company Overview

Presenter: Dr. Nasser Al Tayyar, CEO

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Snapshot

One of the largest privately owned travel & tourist groups in KSA

Founded in 1979; headquartered in Riyadh

12 subsidiaries within the Kingdom

10 International subsidiaries

227 Branches in KSA, 7 International Branches in (Egypt, Sudan, UAE, Malaysia, Lebanon, Canadaand the USA)

1,156 Employees

2008 Revenue of SAR 2.77 Bn

2008 EBITDA of SAR 326 MM (12% EBITDA Margin)

2008 NI of SAR 279 MM (10% NI Margin)

Snapshot

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Highlights of ATG’s History

1979 1997 1998 2001 2004 2005 2008 2009 2010

Signed a 5-year contract with General Authority of Civil Aviation, whereby the Group will have exclusive presence in all 25 KSA airports

Formed as an individual Establishmentwith SAR 1 MMPaid-up Capital

Converted into a Saudi limited liability company known as Al Tayyar Travel Group Company Limited

Capital increasedto SAR 15 MM,by capitalising retained earnings

Capital increased to SAR 20 MM, through a cash injection from the partners

Capital increasedto SAR 150 MM,by capitalising retained earnings

Converted intoa Closed JointStock Company

Capital increasedto SAR 450 MM,by capitalising retained earnings

Capital increased to SAR 600 MM,by capitalising retained earnings

Capital increasedto SAR 800 MM,by transferring the 200 MM increase from retained earnings and statutory reserves

Founding Shareholders sold 1.2 MM shares representing 40%of the Group shares through a Private Placement

Capital increasedto SAR 100 MM,by transferring the80 MM increase from retained earnings and statutory reserves

IPO of 30% of ATG Group shares

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ATG’s Existing Ownership Base

Al Tayyar Investments & Real Estate Co.

33.3%

Others26.3%

Samama Group3.9%

Amwal Al Khaleej4.9%

Al Bilad Establishment for Economics and Commerce

6.9%Dr.Nasser Ageel Al Tayyar

28.6%

ATG is owned by a dedicated and reputable group of companies and individuals

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ATG’s Global Presence

Saudi Arabia

Al-Tayyar International Transportation AgencyCo. Ltd.

Al-Tayyar Holiday for Travel and Tourism Co. Ltd.

Al-Tayyar Travel Tourism and Cargo Co. Ltd.

National Travel and Tourism Bureau

Taqniah Tech Company Ltd. Al-Tayyar Insurance Broker

Co. Ltd. Quick Transporation

Co. Ltd. Al-Tayyar Real Estate and

Tourism DevelopmentCo. Ltd.

Last Minute ReservationsCo. Ltd.

Al-Tayyar Rent a Car Co. Ltd. Al Musafir Magazine Co. Ltd. Al Sarh Travel and Tourism

Co. Ltd.

100% ownership

100% ownership

100% ownership

100% ownership

100% ownership 100% ownership

100% ownership

100% ownership

100% ownership

100% ownership 100% ownership 80% ownership

United Arab Emirates

Al-Tayyar Travel andTourism

100% ownership

Malaysia

Belantra Holidays 100% ownership

Sudan

Al-Tayyar InternationalCo. Ltd.

75% ownership

Lebanon

Lena Tours and Travel 75% ownership

Egypt

Al-Tayyar Tourism andTravel Group

Al-Tayyar for Tourist Transportation Company

Al-Tayyar LimousineCompany

New Al-Tayyar Limousine Company

Al-Tayyar Rent A Car Company

Al-Tayyar for Cargo and Custom Clearance

100% ownership

100% ownership

100% ownership

100% ownership

100% ownership

100% ownership

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Global Footprint of Investments

Yemen

Felix Airways 30% ownership

Felix Airways engaged in providing domestic and regional airline services in Yemen.

ATG acquired Felix Airways at USD 1.25 per share which is now being traded at USD 1.5 per share.

Islamic Corporation for Development of Private Sector (ICD) (An affiliate of Islamic Bank) owns 45%, Yemenia owns 25% and ATG owns 30%.

Felix Airways has commenced its commercial operation from October 2008. It covers the entire domestic networks and plans for regional operations.

Saudi Arabia

Al Wafeer Airways 8% ownership

Alwafeer Airways has been incorporated in 2008 in KSA with a capital of SAR 300 million and has started its commercial operations during October 2009. The Alwafeer Airways is engaged in providing Hajj and Umrah and chartering services within and outside KSA.

Saudi Arabian Airlines owns 40%, other prominent inv. own 52%

USA

Grand Travel & Tours 40% ownership

Grand Travel and Tours is engaged in providing: Travel and related services Logistic shipment by air and sea Worldwide hotel and resort reservations Worldwide car rentals

ATG has 40% ownership of Grand Travel and Tours.

60% owned by Individual American investors.

Kuwait

Al Shamil International 30% ownership

Al Shamel is engaged in: Travel and related services Worldwide hotel and resort reservations Worldwide car rentals

ATG has 30% share holding of Al Shamel valued at SAR 100 million.

Canada

Amro Travel 49% ownership

Amro Travel is engaged in: Travel and related services Worldwide hotel and resort reservations

ATG has 49% share holding of Amro Travel.

51% owned by Individual Canadian investors.

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Real Estate Investments

AlGourb Towers

Mekkah In 2007 Al Tayyar acquired 3.8% of Algourb

Towers in Mekkah for SAR 10 million

Taif

In 2008 the Group acquired for SAR 60 million, a furnished apartments building in Taif

Parcel Land

Riyadh During 2008, the Group purchased a parcel of

land for a total acquisition cost of SAR 409 million, to construct resorts, warehouses for cargo services and to meet the Group's future expansion plans

Olaya

Riyadh In 2008 the Group acquired for SAR 90 million, a

furnished apartments building in Olaya, Riyadh

Saudi Arabia

Almathar

Riyadh In 2008 the Group acquired for SAR 15 million, a

furnished apartments building in Almathar, Riyadh

Saudi Arabia

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Services Offered by ATG

Overview of Services Offered by the Group

Ticketing

GSA (GeneralSales Agent):

Saudi Arabian Airlines

Egypt Air

Oman Air

Etihad Airways

Air Arabia

BMI

Jazeera Airways

IATA (International Air Transport Association):

Authorised to sell tickets to airlines affiliated with the association

The Group has 86 Retail Branches registered

Tourism

Hotel Reservations

Holiday Packages

Cruises

Eurorail Travel

Health Spas and Medical Treatments

Educational Packages

Corporate Entertaining Packages

Conferencesand Events

Others

Chartered Flights

Information Technology

Insurance Brokerage Services

Visa Issuance Assistance

International License Issuance and Triptych Services

Training and Development Programs

Hotels and Furnished Apartments

Cargo

Air, Sea and Land Cargo:

Freight Forwarding

Cargo Storageand Warehousing

Custom Clearance

Heavy Plant Forwarding

Logistic Services

Freighter andVessel Chartering

Door to Door Services

Authorized Cargo Screener

Export and Import Services

Hajj & Umrah

Official Operating Agent:

Awarded the official license during year 2000 from the Ministry of Hajj (obtained the first license in the central and eastern region)

Provides Umrah services all year round

Transportation

Car Rental and Leasing:

Provides car rental services, focusing on long term leasing contracts, through its subsidiaries in KSA and Egypt

Fleet of 620 Carsin KSA

Exclusive agent of Holiday Autos

Corporate Transportation:

Provides car rental services through its subsidiaries in KSA and Egypt

Fleet of 405 Carsin Egypt

Major Corporate Clients (Vodafone, Juheina…)

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Overview of the Business and Performance of ATG

Presenter: Yousif Yousif, CFO

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Others 1%

Tourism 8%

Cargo &Shipping

3%

Ticketing 88%

1,7072,009

2,475

133 129 21442 37 618 5 21

0

500

1,000

1,500

2,000

2,500

2006 2007 2008

In Million SAR

Ticketing Tourism Cargo & Shipping Others

2006–2008 CAGR:

Ticketing: 20%

Tourism: 27%

Cargo & Shipping: 20%

Others: 64%

Total: 26%

Revenue Mix

Source: ATG

ATG Historical Revenue Breakdown by Segment

Source: ATG

Total Growth 15.4%

Total Growth 27.1%

Breakdown of Revenue by Client Category 2008

Private Sector45%

Government Sector36%

VIP11%

Others5%

Travel Agencies3%

ATG Segmental Revenue Breakdown2008

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ATG Investment Thesis Investor Criteria

Large benefits from economies of scale Leading market share with no sizeable competitor While barriers to entry are low, significant competitive advantage is required to

achieve attractive returns on equity

3 Favourable Industry Structure

Comments Investor Criteria

Conservative Capital Structure Diversified Client Base

The leading travel company in Saudi Arabia Well positioned in terms of branch network and product offering Poised to expand into tourism asset ownership as an avenue to increase margins

from tourism business line

KSA has the largest population in the GCC Rapidly growing wealth raising demand for travel Rapidly developing transportation sector

ATG’s ability to develop long term relationships with large corporate andgovernment clients

4 Diversified, well established customer base

2 Domestic champion

1 Exposure to rapidly growing markets

5 Market Alliances with Key Players

Experienced senior management with average experience of more than 27 years

6 Long Serving, senior management team

ATG

Excellent growth record Proven ability to maintain and improve margins while growing Profitability continues to register at rates well above industry average

7 Impressive Growth Record

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Expanding Exposure to Rapidly Growing Markets

18

11

0

10

20

2004 2008

# of tourists (MM)

54

0

3

6

2004 2008

# of tourists (MM)

1

GCC Travel & Tourism Demand Saudi Travel & Tourism Demand

690

463

0

200

400

600

800

2006 2008

SAR Bn

CAGR 22.2% Demand based revenue for globat T&T is

estimated as SAR 27.5 Tn of economic activity for 2009 and forecasted to reach SAR 54.0 Tnby 2019

In the GCC, Saudi Arabia and UAE have the highest demand estimated at SAR 129.0 Bn and SAR 297.4 Bn respectively in 2009. These demand figures are expected to reach SAR 364.5 Bn for Saudi Arabia by 2019

Demand Outlook

Source: GRMC

Inbound Tourism to KSA Outbound Tourism from KSA

CAGR 12.4%

Saudi Arabia has witnessed a steady steep inthe number of tourists visiting the country from2004 to 2008

Outbound tourism from the Kingdom has grown steadily since 2004. This can be attributed to unstable international markets as well as increase in number of leisure and hospitality options in Saudi Arabia

Demand Outlook

Source: GRMC

SAR Bn

211

139

0

75

150

225

300

2006 2008

CAGR 23.2%

CAGR 2.7%

Source: GRMC

Source: GRMC

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Domestic Champion2

Source: GRMC as of July 2009

2006 2007 2008

Total Industry Size (1) (2)

(Bn SR) 10.25 12.25 14.38

ATG Revenue (Bn SAR) 1.89 2.18 2.77

ATG Market Share 18.4% 17.82% 19.27%

Increasing in historical market share with substantial opportunity for growth

Note1. Total Industry Size is estimated by GRMC in their Market study, by multiplying the yearly passenger traffic in the three main airports (Riyadh, Jeddah &

Dammam) with the average price of tickets2. Includes sales of Saudi Arabian Airlines

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Favorable Industry Structure

Although barriers to enter in the Travel & Tourism industry are low, new entrants find it difficultto achieve attractive returns and compete with the existing players

Successful players in this industry need to have significant economies of scale to compete and earn above average economics returns, this could be achieved through the following

Widespread Network (ATG has more than 227 branches in the Kingdom, 7 international branches, 122 IATA sites, 105 GSA’s and 12 Cargo sites)

Airport Presence (by the end of Q1 2010, ATG will have sales outlets in all the 25 airports of the Kingdom)

Large Customer Base (ATG maintains more than 3,200 accounts; consisting of Government Agencies,public and private corporations and high net worth individuals)

One of the key service sectors that the Government is focusing on, in its efforts to diversify their economic dependence on the oil sector

Established the Supreme Commission for Tourism in 2000 (currently known as Saudi Commission for Tourism and Antiquities) to stimulate the interest in tourism and promote its development

The government & private sector are embarking on Mega-Projects to promote development & diversification in different regions of the country will generate huge opportunities for employees, investments, logistics discretionary income and travel

3

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Diversified, Well Established Customer Base4

Key Large International Corporations

Key Government Corporations

Key Leading Travel Airlines

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Market Alliances With Key Players5

Source: ATG

ATG has secured fundamental strategic alliances

General Authority for Civil Aviation

In 2009, ATG Signed a five year contract, whereby the Groupwill have exclusive presence in all the Kingdom Airports

Saudi Arabian Airlines

A track record of more than 23 years as a GSA forSaudi Arabian Airlines

ATG is also the exclusive travel agent for Saudi Holidays

Ministry of Higher Education

The Group is providing all the travel related services to the Ministry of Higher Education through its branches and affiliates inside and outside KSA

ATG has built imbedded offices in the Ministry and it’s branches

Member of key international associations in Travel and Tourism:

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Long Serving, Senior Management Team 6

Founder of Al Tayyar Group Company

Previously worked in Citibank, Saudi Arabian Airlines and Cathay Pacific

Holds a Bachelors degree in Business Administrations from King Saud University, (1982), Masters Degree in Business Administrations from Al-Neelain University, Sudan (2000), PHD in Business Administration from Al-Neelain University, Sudan (2002)

Dr. Nasser A. Al-TayyarVice Chairman and CEO

ATG’s Chairman since 2005

Chairman and Board Member of several major companies and organisations in Saudi Arabia: such as Almarai, Arabian Shield Cooperative Insurance Co. and Al-Yamama Cement

Holds a Bachelors degree in Economics & Political Science from King Saud University, (1974)

HH Prince Sultan bin Mohammed bin SaudAl Kabeer Al SaudChairman

Ali Altigani AhmedGroup Vice President

Joined ATG in 2004 as VP of Financial & Administration Affairs

Previously worked in Sudan Airways as Regional Manager of Middle East and Central Europe

Obtained Bachelors degree and high diploma in Islamic Banking and Economics from University of Khartoum, Sudan (1984)

Yousif YousifCFO

Joined ATG in 2006 as Financial Controller

Previously worked in Verizon as Senior Auditor, USA

Holds a Bachelors degree in Accounting from University of Khartoum, Sudan (1982)

CPA since 2003

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AccountsReceivable26%

Fixed Assets12%

EquityInvestments12%

InvestmentProperties10%

Projects inProgress24%

Others13%

Cash3%

Breakdown of Assets 2008

Impressive Growth RecordMaintaining Conservative Capital Structure

7

Breakdown of Net Sales

SAR MM

Description 2005 2006 2007 2008

Ticketing 1,359.9 1,706.6 2,008.8 2,475.5

Tourism 109.0 132.6 129.2 214.0

Cargo 37.6 42.3 37.4 61.1

Other 6.9 7.7 5.5 20.8

Total 1,513.4 1,889.2 2,180.9 2,771.4

1,743

771655482

2,1811,889

1,513

2,771

0

1,000

2,000

3,000

2005 2006 2007 2008

Total Assets Revenues

Total Assets and Revenue GrowthSAR MM

Source Company Reports Source Company Reports

Source Company Reports Source Company Reports

Long and Medium Term Debt26%

Due to Banks14%

Other Liabilites - Non Debt14%

Shareholders’Equity46%

Breakdown of Liabilities and Equity (1)

2008 Substantial asset and

revenue growth during the last three and a half years illustrate ATG’s ability to take advantage of its leading competitive position

ATG has managed to consistently grow while maintaining a conservative capital structure

Note1. Total liabilities and Equity for 2008 is SAR 1.7 Bn

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Source Company Reports Source Company Reports

Source Company Reports Source Company Reports

285

143

463

317

0

125

250

375

500

2005 2006 2007 2008

0%

5%

10%

15%

20%

Gross Margin Gross Profit

Gross Profit MarginSAR MM

65

1,5131,889

2,181

2,771

198 316159

0

1,000

2,000

3,000

4,000

2005 2006 2007 2008

0%

3%

6%

9%

12%

Revenues EBIT EBIT Margin

EBIT MarginSAR MM

98

61

87

30

0

25

50

75

100

2005 2006 2007 2008

Selling and Marketing ExpensesSAR MM

7573

5344

0

25

50

75

100

2005 2006 2007 2008

General and Administrative ExpensesSAR MM

Despite its high growth,ATG has demonstratedits ability to control costs and improve its margins,in an escalating cost environment

Gross profit margin improved slightly from 15.1% at the end of 2006 to 16.7% in 2008

Sales and marketing expenses in 2007 were significantly below 2006 levels, but increased in 2008

EBIT margin has steadily improved from 2006 to 2008, increasing fromc. 8% to over 11%

General and administrative expenses were virtually unchanged in 2008, despite significant company growth

Impressive Growth Record (Cont’d) Strong Control over Expense Growth

7

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279

174140

56

0

100

200

300

400

2005 2006 2007 2008

11.11%

24.63% 24.46%22.22%

0%

8%

16%

24%

32%

2005 2006 2007 2008

ROAA

656

431

274204

0

200

400

600

800

2005 2006 2007 2008

Average Stockholders Equity SAR MM

40.47%42.56%51.20%

26.83%

0%

20%

40%

60%

80%

2005 2006 2007 2008

ROAE

Net IncomeSAR MM

Substantial increase in net income between 2005 and 2008 provides strong evidence of the Company’s positive momentum

As a result, average stockholders equity has increased substantially between 2005 and 2008, as the company strengthened its capital base

Return ratios indicate that the company is earning returns on its assets and equity which are substantially above average travel companies in mature markets, especially in the current environment in Europe and North America

Impressive Growth Record (Cont’d)Increasing Profitability; Strengthening Capital Positions

7

CAGR = 71%CAGR = 48%

Source Company Reports Source Company Reports

Source Company Reports Source Company Reports

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Total Debt/ Total Book Capitalization%

Total Debt/ EBITDAx

The main reason behind the increase in leverage in 2008, is large increase in investments (SAR 915.1 million) as follows:

Acquiring 8 subsidiaries

Total investment ofSAR 102.0 million

Equity investments in4 companies

Total investment ofSAR 211.8 million

Investments in furnished suites & apartments

Total investment ofSAR 165.0 million

Purchase of parcel land in Riyadh for SAR 409 million

To construct resorts, warehouses for cargo services and to meet the Group's future expansion plans

Other investments

Purchased 7.6% of Al Wafeer Air forSAR 27.3 MM

If the Group did not make the above investments in 2008, it would have had a positive cash position of SAR 260.0 million

Impressive Growth Record (Cont’d)While Maintaining Low Leverage Ratios

7

Source Company Source Company

2.2x

0.4x0.5x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

2006 2007 2008

19.4%

14.5%

47.1%

0%

10%

20%

30%

40%

50%

2006 2007 2008

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Valuation Considerations

Presenter: MSSA

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Valuation Approach for ATG

In the context of an Initial Public Offering, potential investors use comparable companies analysis as wellas the Discounted Free Cash Flow Model to form their views on the underlying value and sensitivity of key value drivers

Numerical / “mechanical” valuation needs to be complemented by qualitative judgement in order to achieve a reasonable valuation

High Low

Relevance for valuation:

Intrinsic Valuation Methodologies Market Valuation Methodologies

Discounted Free Cash Flows Model

Investors will establish a view on the Company’s consolidated cash flow profile over the next five years and possibly longer, depending on the available data

The company’s annual free cashflows that canbe utilised will be discounted at the company’s Weighted Average Cost of Capital (“WACC”)to derive a Net Present Value (“NPV”)

Includes a view on long-term growth of returns (“g”)

The Terminal Value (“TV”) is based on the terminal growth rate and WACC, which are applied to a terminal cash flow at the end of the projection period in the financial model. This TV is then discounted at the WACC and added to the discounted free cash flows generated during the projection period to arrive at the company value

Valuation by applying multiples of listed international comparable companies to relevant base (earnings and EBITDA for travel industry)

Saudi comparable companies in retail sectorprovide an indication of the emerging markets premium as there are no direct comparables listedin the local market

Significant degree of judgment required depending on comparability of peer group

Comparable Companies Valuation

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Based on DCF Valuation and Comparable Companies

Valuation Summary

The DCF valuation includes two scenarios, one based on the Management Case, and one based on a Conservative Case

The domestic peers valuation provides a Saudi market based benchmark for ATG’s valuation range.However, it should be noted that there are no direct comparables on Tadawul which accurately reflect ATG’s business model. We have therefore selected comparables from the retail sector, which most closely match ATG’s business. That said, it should be kept in mind that ATG’s historical and anticipated net income growth surpasses that of the domestic comparables, and thus these values may underestimate ATG’s value

International peers valuation is comprised of businesses that are similar to ATG’s business, but trade at a valuation which should be significantly lower than ATG’s, due to their operating within a more competitive environment / structurally less attractive market, benefiting from significantly lower growth prospects, and operating in tax environments. This category should represent a floor valuation for ATG

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21.1%19.3%

1.5%

0.0%

6.0%

12.0%

18.0%

24.0%

30.0%

ATG Saudi Retail Comps Int. Comps

41.2%

1.9%

25.3%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

ATG Saudi Retail Comps Int. Comps

8.5%

21.0%

42.5%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

ATG Saudi Retail Comps Int. Comps

Leading Operating Performance

Note1. Saudi Retail comps consist of the following companies: Al Othaim Markets, Fawaz Al Hokair, and Aldrees Petroleum2. International comps consist of the following companies: TUI Travel, Thomas Cook, and Kuoni Reisen; TUI is excluded from NI CAGR peer group as net income

decreased during that period3. CAGR for International comps is based on 2009–2011

We have compared ATG to two comparable groups

Saudi Stock Exchange Retail Sector comparables

Internationally comparable companies

The Company’s net income has grown significantly more than that of both peer groups, which has translated into a higher return on equity

ATG’s revenue growth is in-line with Saudi Retailpeer group

Return On Equity – (2008)

Relative to Comparable Companies (1) (2)

Net Income CAGR – (2006–2008 (3))

Source: Company Financials

ATG Growth and Return Profile Revenue CAGR – (2006–2008 (3))

Source: Company Financials

Source: Company Financials

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Valuation Considerations

10.4x

13.4x

20.3x17.9x

0x

6x

12x

18x

24x

AldreesPetroleum

Al Othaim Al Hokair ATG

Proposed Valuation vs. Selected Retail CompsPrice to LTM Earnings

15.8x

13.6x 13.4x

11.3x 10.5x 10.4x

0x

5x

10x

15x

20x

AstraIndustrial

BCI Herfy Al MouwasatMedical

Alsorayai ATG

Proposed Valuation vs. Recent IPOs Price to LTM Earnings at IPO

16.0x

10.4x

5.0x

17.6x

0x

5x

10x

15x

20x

SSE Saudi RetailComps

ATG InternationalComps

Proposed Valuation vs. Indices (3)

Price to LTM Earnings

11.0x 10.8x8.8x

0x

5x

10x

15x

20x

ATG TUI Travel Thomas Cook

Proposed Valuation vs. International Comps (4)

Price to 2009 Earnings

Notes1. Saudi Retail comps consist of the following companies: Al Othaim Markets, Fawaz Al Hokair & Co., and Aldrees Petroleum2. International comps consists of the following companies: TUI Travel, Thomas Cook, and Kuoni Reisen3. ATG’s P/E is based on midrange price of SAR 47.24 per share; International Comps consists of the median 2008 PE4. We have disregarded the ’09E P/E ratio of the Kuoni of 31.4x as we considered it as an outlier

ATG’s proposed mid-point valuation of SAR 47.24,with consideration for its operational performancevis-à-vis the exhibited benchmarks is supported by

Discount to comparable Saudi Retail Comps and Tadawul on an LTM basis

Lower than previous IPOs valuation levels

Supported by net income growth and returnson capital

Relative to Comparable Companies (1) (2)

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Return to Shareholders

Presenter: Dr. Nasser Al Tayyar, CEO

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Return on Investment for Private Placement Shareholders

290

1,492

0

400

800

1,200

1,600

December-2004 Today

Total Return = 414%

CAGR= 39%

Private Placement

Note1. Number of shares adjusted for overall market par value split in 2006 form SAR 50 to SAR 10 (SAR242/5 = SAR 48.4)2. Adjusted for stock dividends since the private placement (290/32 = SAR 9.1)

In November 2004, the founding shareholders of Al Tayyar sold 40% of the Company through a private placement

SAR 9.1 per share (1) (2)

Market Value of the offering was SAR 290 MM (Total shares * 40% = 32 MM shares)

Allocation of shares was on 31 December 2004

At the lowest range of the IPO valuation (SAR 45), investors who participated in the private placement would have an absolute total return of 407% or a compound annual growth rate (CAGR) of 39%

SAR 45 per share

40% of the Group equals SAR 1,440 MM

Total dividends received by private placement shareholders is SAR 52 MM

The management of Al Tayyar believes it will continue to deliver strong growth to its shareholders

Return on Investment for Private Placement Shareholders

SAR MM

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Timeline and Subscription Process

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Indicative Transaction Timeline

Deadline for Submitting Institutional Bid Forms at (12:00 pm)

Books Open for Institutional Bidding at (8:00 am)

Data Room Access Open

Roadshow Presentation

8 Feb6 Feb 13 Feb 17 Feb

Sending Allocation Notification to Institutional Investors

Beginning of Fund Remittance by Institutional Investors

21 Feb 22 Feb

Deadline for Fund Remittance by Institutional Investors at 1:00 pm

Announcement of Allocation and Refund

28 Feb 07 March

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Institutional Offering Application Form

Important information required

Number of unit holders of each fund

Assets under management of each fund

Tadawul account number for each fund

Commercial Registration

Signature of Authorised Person

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Q&A