the straits trading company...
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The Straits Trading Company Limited
Extraordinary General Meeting
16 January 2013
Responsibility Statement
The directors of The Straits Trading Company Limited (“STC”) (including any who may have delegated detailed supervision of this investor presentation) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this investor presentation are fair and accurate and that no material facts have been omitted from this investor presentation, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources (including, without limitation, in relation to WBL Corporation Limited (“WBL”)), the sole responsibility of the directors of STC has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this investor presentation.
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Disclaimer
This investor presentation should be read in conjunction with the full text of the possible offer announcement dated 26 November 2012 released by Standard Chartered Bank on behalf of STC, the full text of the announcement dated 26 November 2012 released by STC in relation to the Proposed Transactions and the circular dated 31 December 2012 (“Circular”) issued by STC in relation to the Proposed Transactions. Unless otherwise defined in this investor presentation, capitalised terms used herein shall have the same meanings as ascribed to them in the Circular. Shareholders are advised to read all the announcements and documents relating to the Proposed Transactions that have been or shall be released by STC in connection with the Proposed Transactions, copies of which may be obtained from the SGX-ST website (www.sgx.com).
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Section I
IntroductionIntroduction
Introduction
� On 26 November 2012, The Straits Trading Company Limited (“STC” or the “Company”) announced that it
had entered into two separate conditional stock purchase agreements with Aberdeen Asset Management
Asia Limited (acting in its capacity as fund manager and agent for its clients) (“Aberdeen”) and certain
funds and portfolios managed by Third Avenue Management LLC (“Third Avenue Vendors”) for the
purchase of up to approximately 23.58% of the total issued WBL Stock Units1
� Proposed Transactions subject to STC’s shareholders’ approval
� Upon approval of STC’s shareholders, Standard Chartered Bank on behalf of STC will announce a
mandatory conditional general offer for all the remaining stock units of WBL not already owned, controlled
or agreed to be acquired by the Company and parties acting in concert with the Company (“Offer”)
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� Proposed Acquisitions are in line with STC’s “Transformation Strategy” – Existing minority shareholding in
WBL (c.17.0%) to be transformed into a strategic stake in WBL (c.44.5% stake held by STC together with its
concert parties)
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Note: (1) Based on the total number of issued WBL stock units of 271,499,751 as at 24 December 2012
Summary of the Proposed Transactions
Proposed Acquisitions
� Proposed acquisition of up to approximately 23.58% stake1 in WBL from Aberdeen and Third Avenue Vendors
� 1.07 new STC shares as consideration for each WBL stock unit (up to 68.5m new STC shares to be issued to Aberdeen and Third Avenue Vendors)
� No cash outlay
Offer
� The mandatory conditional general offer for all WBL stock units not already owned, controlled or agreed to be acquired by the Company and its concert parties
� Offer Price:
� 1.07 new STC shares for each WBL stock unit, as adjusted in accordance with the terms of the Offer (“Share Consideration”); or
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� S$3.41 in cash for each WBL stock unit, as adjusted in accordance with the terms of the Offer (“Cash Consideration”)
Potential Maximum Cash
Outlay
� Up to S$547 million based on the Cash Consideration of S$3.41 per WBL stock unit and assuming (i) 100% acceptances of the Offer and the Convertible Bonds Offer, and (ii) all WBL Stockholders and WBL Bondholderselect the Cash Consideration and Bonds Offer Cash Consideration respectively
Key Approvals
� SGX-ST’s approvals on Circular and listing of new STC shares (obtained on 24 December 2012)
� STC’s shareholders’ approvals for the Proposed Acquisitions, the Offer and the Convertible Bonds Offer and issuance of new STC shares
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The Proposed Transactions comprise of (1) the Proposed Acquisitions and (2) the Offer and the Convertible
Bonds Offer
Note: (1) Based on the total number of issued WBL stock units of 271,499,751 as at 24 December 2012
Section II
Rationale for the Proposed TransactionsRationale for the Proposed Transactions
Rationale for the Proposed Transactions
Proposed Acquisitions in line
with STC’s “Transformation”
strategy
Potential for continued growth in
WBL
1
2
Broadening of STC’s investor
base 6
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Reasonable acquisition price
Allows WBL earnings to be
accounted in STC’s financials 4
Well positioned to work closely with
WBL Board to unlock value
5 3
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WBL CORPORATION
LIMITED
Automotive Property TechnologyEngineering &
DistributionOthers
� Automotive distributor in Singapore, Malaysia, Hong Kong, Indonesia and Thailand representing 11 premium brands
� More than 20 years in property development in China
� Strong track record of 28 developments totaling 2,320,000 sq
� NASDAQ-listed MFLEX (57% owned) and SGX-listed MFS Technology (77% owned) are major players in the FPC
� Systems integrator for broadcasting and multimedia, communications and IT, security and surveillance industries
� Property management
� Production and distribution of agro-technology and bio-electronic products
Potential for Continued Growth in WBL
� Market capitalization: S$1,086m1
� Gross debt: S$558m2
� Revenue: S$2,464m2
� Net profit to stockholders: S$75m2
� Stockholders’ equity: S$944m2
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WBL CORPORATION
LIMITED
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Description
11 premium brands
� “Prestige Division” comprises super luxury marquees of Bentley, Bugatti and McLaren
totaling 2,320,000 sq m
� More than 95% of launched residential units sold and commercial spaces fully leased as at the end of FY2011
players in the FPCand PCB industries
� MFLEX is among the top 3 providers of flexible circuit boards for top selling smartphone models3
surveillance industries
� Supplier and distributor of construction materials; sand mining, commercial laundry and industrial equipment, etc
� Investments in financial services and IT companies
� Provision of management and financial services to related companies
FY12 Revenues S$892m S$143m S$1,246m S$136m S$47m
FY12 Segment Results S$29m S$11m S$61m S$11m S$(0)m
Portfolio of leading businesses – automotive distribution, property development and MFLEX
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Note: (1) Market capitalisation based on total outstanding WBL stock units of 271,499,751 as at 24 December 2012; (2) Based on the unaudited financial statements of WBL for the financial year ended 30 September 2012; (3) MFLEX investor presentation November 2012
3.403.51
0.0
2.0
4.0
6.0
8.0
10.0
Nov-04 Nov-05 Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12
WBL Stock Price (S$)
Well Positioned To Work Closely With WBL Board To Unlock Value
Stock Price1 (S$)Absolute return since
24 Nov 2004
Latest traded price 3.51 3%
52 W High 3.85 13%
52 W Low 2.75 -19%
Note: (1) Based on data extracted from Bloomberg on 23 November 2012
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STC to emerge as largest WBL stockholder post the Proposed Acquisitions and will be well positioned to work closely with
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% Stockholding Before the Proposed Acquisitions2 After the Proposed Acquisitions3
STC 17% 41%
Tecity 4% 4%
Third Avenue Vendors 16% 0%
Aberdeen 7% 0%
Others 55% 55%
Total 100% 100%
STC would have a
stockholding of 46%
to 96% if the Offer is
successful
STC to emerge as largest WBL stockholder post the Proposed Acquisitions and will be well positioned to work closely with
the WBL board to pursue initiatives to unlock stockholder value
STC has a track record of transforming and repositioning businesses
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Note: (2) Stockholding percentage based on total WBL stock units outstanding of 271,499,751 as at 24 December 2012; (3) Assumes that the Proposed Acquisitions have been completed
3.48 3.51 3.53 3.57 3.48
3.11
3.85
2.75
Value Comparisons – Consideration vs. Historical WBL Stock Prices1 (S$)
3.41
3.89
Offer Price Book Market Based
Offer price
premium / (discount)
2
Reasonable Acquisition Price4
-2.0% -2.8% -3.4% -4.5% -2.0% 9.6% -11.4% 24.0%
11.8% 10.8% 10.2% 9.0% 11.8% 25.1% 1.0% 41.5%
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Value of consideration
WBL net assets Last traded WBL price
1 month WBLVWAP
3 month WBL VWAP
6 month WBL VWAP
12 month WBL VWAP
52 week high
52 week low
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Note: (1) Benchmark WBL stock prices as at 23 November 2012; (2) Net assets calculated as stockholders equity based on the unaudited financial statements of WBL for the financial year ended 30 September 2012, divided by total issued WBL stock units of 271,152,261 as at 23 November 2012
Value of the Cash Consideration and Share Consideration as at the Last Trading Date (23 November 2012)
Value of the Share Consideration as at the Latest Practicable Date (24 December 2012)
Allows WBL Earnings To be Accounted In STC’s Financials
14
18
STC’s EPS After the Proposed Acquisitions1,3
(S$ cents)STC’s EPS After the Proposed Transactions2,3
(S$ cents)
14
20
5
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FY11 EPS Proforma FY11 EPS FY11 EPS Proforma FY11 EPS
� STC would be able to account for WBL as an associate upon completion of the Proposed Acquisitions
� STC would be able to account for WBL as a subsidiary in the event STC holds >50% stake in WBL at the close of the Offer
� The resultant financial effects are expected to be positive on a historical pro forma basis
WBL would be accounted for as either a subsidiary or an associate in STC’s financials
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Note: (1) Assuming that the Proposed Acquisitions have been completed; (2) Assuming that the Proposed Acquisitions have been completed, and the Offer and the Convertible Bonds Offer are accepted in full only by way of the share consideration; (3) Based on WBL’s FY2012 results and STC’s FY2011 audited accounts
Broadening of STC’s Investor Base
% Shareholding Before the Proposed Transactions1 After the Proposed Acquisitions2 After the Proposed Transactions3
Tecity 89% 73% 51%
Others 11% 9% 37%
Third Avenue Vendors 0% 12% 8%
Aberdeen 0% 6% 4%
Total 100% 100% 100%
� Aberdeen and Third
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STC Shareholder Base
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Singapore-based Asia Pacific headquarters of the Aberdeen Group, a specialist asset management company listed on the LSE
Manages a total of US$112.2 billion4
U.S.-registered investment adviser based in New York
c.US$12 billion of funds under management5
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� Aberdeen and Third
Avenue Vendors will be
substantial shareholders of
STC upon completion of
the Proposed Acquisitions
� In-line with STC’s long term
strategy to increase
investor base and increase
liquidity in STC shares
Proposed Acquisitions allows addition of two well respected, long term institutional investors into STC shareholder
base with no cash outlay and enables STC to maintain prudent gearing level even with Offer
Note: (1) Based on 325,897,000 STC shares in issue as at 24 December 2012; (2) Based on 394,397,775 STC shares in issue, assuming that the Proposed Acquisitions have been completed; (3) Based on 566,112,587 STC shares in issue, assuming that the Proposed Acquisitions have been completed, and the Offer and the Convertible Bonds Offer are accepted in full only by way of the share consideration; (4) As at 30 September 2012; (5) As at 31 October 2012
Set up in 1992 Founded in 1986
Thank You
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Thank You