wha corporation public company limited analyst meeting 2...
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18 August 2015 Analyst Meeting 2/2015WHA Corporation Public Company Limited
The information contained in this presentation is for information purposes only and does not constitute an offer or invitation to sell or the solicitation of an
offer or invitation to purchase or subscribe for share in WHA Corporation Public Company Limited (“WHA” and shares in WHA, “shares”) in any
jurisdiction nor should it or any part of it form the basis of, or be relied upon in any connection with, any contract or commitment whatsoever.
In addition, this presentation contains projections and forward-looking statements that reflect the Company's current views with respect to future events
and financial performance. These views are based on a number of estimates and current assumptions which are subject to business, economic and
competitive uncertainties and contingencies as well as various risks and these may change over time and in many cases are outside the control of the
Company and its directors. You are cautioned not to place undue reliance on these forward looking statements, which are based on the current view of
the management of the Company on future events. No assurance can be given that future events will occur, that projections will be achieved, or that the
Company's assumptions are correct. The Company does not assume any responsibility to amend, modify or revise any forward-looking statements, on
the basis of any subsequent developments, information or events, or otherwise. These statements can be recognized by the use of words such as
“expects,” “plans,” “will,” “estimates,” “projects,” or words of similar meaning. Such forward-looking statements are not guarantees of future
performance and actual results may differ from those forecast and projected or in the forward-looking statements as a result of various factors and
assumptions.
DISCLAIMERS
1
WHA GROUP AT A GLANCE
WHA Group is the No.1 provider of world-class
standard logistic facilities in Thailand. We are
a leading industrial estate developer with
largest market share since 2008. We are a sole
provider of utilities in our industrial estate. We
partner with the big power players to capitalize
on the growth in power business.
WHA initiated the Built-to-Suit concept in Thai
logistic market as well as the concept of
industrial clusters.
Our core competency lies in best-in-class
quality of the facilities, prime logistic location, and
ability to provide an integrated one-stop service
solution.
WHA is a SET-50 listed company with a market
capitalization of THB 50 billion/1. We are ranked
among the top 10 companies with the highest
ROE in 2015/2.
2
/1 As of Aug 13, 2015/2 Source: SCBS June 2015
ABOUT WHA CORPORATION PCL.
A GREAT SPRING FORWARD
• Acquisition of Hemaraj via conditionalVoluntary Tender Offer was completed onApr 20, 2015 with 92.88% acquisition stake
• Establishment of WHA Venture Holding Co.,Ltd. to conduct the VTO transaction
• Prior to Tender Offer, the capital increasewas successfully completed via RightOffering with the right ratio of 2.75: 1 shareswith free warrants—3 newly subscribedshare to 1 warrant—raising up the registeredcapital to THB 1,431mm and paid-up capitalto THB 1,314mm
GROWING PHASE
• Monetization of the assets to WHAPFwith the value of THB 2,046mm (69,529sqm) in the 1st quarter and injectedanother lot of THB 4,536mm worth ofassets (173,367 sqm) in 4th Quarter whichmakes total fund size of THB 9,308mm
• This year WHA offered 2 stock dividendsto existing shareholders on May, 2013(5:1) and on September, 2013 (2:1)
• WHA is rated A- with stable outlook byFitch Ratings (Thailand)
ESTABLISHMENT OF PUBLICLY LISTED FUND (WHAPF)
Establishment of WHAPF (initiallyknown as M-WHA) with the total fundsize of THB 1,283mm or USD 42.77mmwith total leasable area of 39,808.80sqm of 2 warehouses and 1 factory
ESTABLISHMENT OF WHA CORPORATION
WHA Corporation was founded onSeptember 25, 2007 with a registeredcapital of THB 170mm by Mr.SomyosAnantaprayoon, founder, andMrs.Jareeporn Anantaprayoon,cofounder. WHA Corporation focuses ondeveloping high quality of warehouses,distribution centers, and factories tosuitly serve the demand of the clients
WHA’S FIRST & THE BIGGESTDCs IN SEA
Establishment of Warehouse AsiaAlliance (partner with GLOMAC,Malaysia) and WHA Alliance (partnerwith CWT, Singapore) to developdistribution centers for DKSHhealthcare and consumer on Bangna-Trad km.19 and km.20 each with theleasable area of 53,000 sqm
KEY MILESTONES AND DEVELOPMENTS
3
PRE-IPO RESTRUCTURING
• WHA Corporation restructured itselfby acquiring 99.99% of WHA Alliancefrom CWT (Singapore) and co-founder,as well as 99.99% of Warehouse AsiaAlliance from GLOMAC (Malaysia) andco-founder to become WHACorporation’s subsidiaries.
• Development of first warehouse farmon Bangna-Trad km.18 with theleasable area of 72,179.48 sqm
20
07
20
06
20
10
20
11
IPO AND LISTED COMPANY
• Monetization of 3 warehouses and 1factory to WHAPF with the value ofTHB 1,827mm (107,277 sqm)
• On Nov 8, 2012, WHA Corporationbecame to be listed Co. and firsttraded in SET, raising up the capital toTHB 1,709mm or USD 56.97mm
• The post-IPO paid-up capital was THB510mm
20
13
20
12
NEW OPPORTUNITIES
• Establishment of WHA REM to pavethe way to set up new WHA REIT
• Commence of solar energy salerevenue recognition in May
• More value-added services focus i.e.cold storage, online warehouse, andother comprehensive services
• Tap into built-to-suit office andacquire a new office place onVibhavadi-Rangsit Rd.
• Executed Share Purchase Agreementwith major shareholders of Hemaraj
20
14
20
15
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix
V. Q2 2015 Financial Performance
II. Key Business Plan
III. Business Updates
4
BUSINESS OVERVIEW
• Gulf JP: Hemaraj holds 25.01%
equity in GJP NLL, a 126 MW
SPP project located in Hemaraj
Rayong Industrial Land
• Dividend: Return from investment in
WHART, WHAPF, and HPF
• Property Fund Management Fee:
Fee from acting as property manager
for WHART, WHAPF, and HPF
• REIT Manager Fee: Fee from acting
as REIT manager for WHART
• Current: 3 existing industrial
property funds and REITs which are
WHART, WHAPF and HPF, total
paid-up capital around THB
17,199mm
• Future: 2 upcoming REITs will be
established within 2015
• Built-to-Suit Office: Offices that
are customized to customers’
specific requirements i.e. Multi-
purpose offices
• Office Complex: Offices that
serve both anchor clients and
other small-scale clients on the
same building
• Built-to-Suit (BTSW): World-
class standard warehouses and
factories for customers’ specific
needs
• Built-to-Suit (BTSF): Premium
quality factories for tenants with
specific requirements
• Warehouse Farm: Combination
of Built-to-Suit and Ready-Built
Projects at the same site
• Ready-Built Factory (RBF):
Factories with size from 500
sq.m. to 9,900 sq.m. are
proposed to manufacturers in
order to fit their requirements
with a quick entry
• Ready-Built Warehouse (RBW):
Warehouses for tenants who
need a smaller space to serve
their immediate need. RBWs
are located in both warehouse
farm projects and logistic parks
• Other utilities and services
including communication
access, mobile phone, security
system, road system, flood
control system, electricity
supply, soil condition, natural
and industrial gases
• Water supply business
including raw, potable and
clarified, and waste water
• Water Treatment
• Waste Water Treatment system
Small Power
Producer (SPP)
Solar Roof
Renewable Energy e.g. Waste-to-Energy,
Wind Energy
• 8 + Industrial Estates,
45,016 rai (18,006 acres)
• 653 Distinct Customers, 984 Total
land and factory contracts
• Target high-end infrastructure
intensive industrial customers with
various clusters i.e. automotive,
petrochemical, steel/ metal power
and electronics
Water/ Waste Water
Treatment
Other Utilities and
Services
Industrial Estates
Management
Industrial/ Logistic
Facility
Commercial Office
Growth Platform
Build-Up
Recurring Income
• GHECO-ONE: Hemaraj holds
35% of a Glow (GDF Suez
Energy International) Hemaraj
joint venture IPP (660MW coal) in
order to supply power to EGAT
• Houay Ho Hydro Power: Hemaraj
holds 12.75% of the Houay Ho
hydro power project (152 MW)
that operates in Laos under a 30-
year concession from the Laos
government.
• Glow IPP: Hemaraj holds 5%
equity in Glow IPP, a 713 MW
IPP power project located in
Hemaraj Chonburi Industrial
Estate
Independent Power
Producer (IPP)
PowerIndustrial EstateProperties Utilities
Rental Properties REIT/ Property Fund Platform
5
The Group offers a Total Solution Package—comprehensive, customized, and best-in-class
COMPREHENSIVE ONE-STOP SERVICE
6
INDUSTRIAL ESTATE
RENTAL PROPERTIES
POWER
UTILITIES (water)
Quality developed land with supporting
infrastructure
3Yr (2012-2014) average land sale of 1,659 rai
with 20 to 60 new contracts per annum of which
20% to 40% from existing customer expansions
Supply of raw, potable, and
clarified water
Industrial services e.g.
waste water treatment and
facility management
Average daily water
demand of ~261,000 m3
with increasing growth rate
originated from power
plants
Total ~538 equity MW with PPA signed
5 existing projects totaling ~318 equity MW (COD)
7 new projects totaling ~220 equity MW (non-COD, Negotiating SPA)
Partner with international power experts i.e. Glow, Gulf JP and B-Grimm
Total solar rooftop with COD approx. 4.1 MW and equipped with combined
capacity of 2 million sqm. of roof area which can generate up to 200 MW
Built-to-Suit or Ready-Built
warehouse and factory both in prime
logistic location and in industrial
Estate
Warehouse Farm
Built-to-Suit office and Office
Complex
Clients can choose to buy developed
land in the Industrial Estate and build
their own factories or let us build the
customized high-standard ones and
lease them from us.
We provide both Built-to-Suit and
Ready-Built warehouses in Industrial
Estate and Industrial Park to support full
chain of clients’ operation.
We offer Built-to-Suit warehouses and
distribution centers in prime logistics
location for warehousing and distribution
operation.
We provide a wide range of
complementary businesses such as
water, power, waste management, and
other industrial services to support
clients’ operation in Industrial Estate.
REIT/ PROPERTY FUND PLATFORM
Asset TypeBuilt-to-Suit warehouse and
factory
Built-to-Suit warehouse and
factory
Ready-Built factory and
warehouseOffice building
Ready-Built factory and
warehouse
Paid-up CapitalTHB 3,108mm
(+ THB 3,680mm/1)THB 9,390.6mm THB 4,700mm [THB 2,000mm]
No more than
[THB 6,750 mm]
Total Fund RaisedTHB 4,602.9mm
(+ THB 4,920mm/1)
THB 9,932.8mm
(+ THB 300mm/1)
THB 4,700mm[THB 2,500mm]
No more than
[THB 9,500mm]
NAV per unit THB 10.19 THB 10.43 THB 10.21 - -
Market Price per unit THB 10.30 THB 10.90 THB 8.90 - -
Established Year 2014 2010 2013 [2015] [2015]
Ownership WHA holds 15% WHA holds 15% Hemaraj holds 23% WHA will hold 15% Hemaraj will hold 15%
Property Manager WHA Corporation PCL. WHA Corporation PCL.Hemaraj Land And
Development PCL.
CBRE/ WHA Corporation
PCL.
Hemaraj Land And
Development PCL.
REIT ManagerWHA Real Estate
Management
Co., Ltd. /2
- -
WHA Real Estate
Management
Co., Ltd. /2
Hemaraj REIT Management
Co., Ltd. /3
WHART
Remarks: Information as of July 29, 2015/1 Estimated amount, for illustration purpose only/2 WHA holds 99.99% in WHA Real Estate Management Co., Ltd. /3 Hemaraj Land And Development PCL. holds 99.99% in Hemaraj REIT Management Co., Ltd.
WHA has currently established 2 property funds and 1 REIT with the total fund raising c. THB 19,235.7mm. It is planned to set up other 2 REITs
H-REIT/1HPF WHABT/1WHAPF
EXISTING REIT & PROPERTY FUND UPCOMING REIT
7
Warehouse Asia
Alliance
Registered and Paid-up
Capital – THB 310 mm
WHA Alliance
Registered and Paid-up
Capital – THB 260 mm
WHAPF
NAV per unit –THB 10.43
Paid-Up Capital–THB
9,391 mm
WHA Gunkul GSR
5 newly setup JVs with
Gunkul for solar roof
projects
99.9%
15.0%75.0%
WHA Corporation PCL. (WHA)
(Registered Capital THB 1,431mm
and Paid-up Capital THB 1,314mm)
WHA KPN Alliance
Registered and Paid-up
Capital – THB 768mm
76%
24%
Acquisition ValueFreehold Leasehold
29%
71%
Acquisition valueFactory Warehouse & DC
67%
33%
Area (Sqm.)Freehold Leasehold
23%
77%
Area (Sqm.)Factory Warehouse & DC
65.0%99.9%
WHA Real Estate
Management
Registered and Paid-up
Capital – THB 10 mm
99.9%
Remark: Information as of August 14, 2015
WHART
NAV per unit –THB 9.83
Paid-Up Capital–THB 3,108mm
15.0%
69%
31%
Acquisition ValueFreehold Leasehold
100%
Acquisition valueFactory Warehouse & DC
57%
43%
Area (Sqm.)Freehold Leasehold
100%
Area (Sqm.)Factory Warehouse & DC
GROUP STRUCTURE
8
Hemaraj Land and
Development PCL.
Registered – THB 6,000mm
paid-up Capital – THB
3,882mm
92.88%
Shareholding Information
Major Shareholder
Shareholder No. of Share/1 %
1) WHA Holding Co., Ltd. 3,299,166,810 25.10
2) Mrs. Jareeporn Anantaprayoon 1,696,764,930 12.91
3) Mr. Somyos Anantaprayoon 1,591,031,670 12.10
4) UBS AG Hong Kong Branch 1,002,272,720 7.63
5) STATE STREET BANK EUROPE LIMITED 918,276,440 6.99
6) Mr. Sompong Chonkadeedumrongkul 475,175,650 3.62
7) Mr. Sompong Chonkadeedumrongkul by Asset Plus 423,000,000 3.22
8) Mr. Wutt Jarukornsakul 188,958,690 1.44
9) Narate Ngamapichon 152,766,470 1.16
10) Thai NVDR 143,651,280 1.09
Paid-Up CapitalTHB 1,314mm
Major shareholder 57.72 %
Other pre-IPO shareholder* 6.28%
Post-IPO Investors 36.00%
Share Overview
Information As of Mar 17, 2015
Remark: /1 The Number of share adjusted impact of par split with new par value of THB 0.1
*Remark: Include relatives and management directors
Remark: Figures as of Aug 13, 2015* The price is adjusted according to par split from THB 1 to THB 0.1 per share
Ticker Reuter WHA.BK
Ticker Bloomberg WHA TB
Par Value (THB) 0.1
Market Capitalization THB 49,947.12 mm
Market Capitalization (USD) USD 1,406.96 mm
Average 1-Year Daily Turnover THB 118.96 mm
Share Issued (share) 13,143,978,660
12-Month High/Low Price* 4.34/2.62
Foreign Limit 49%
Dividend Policy ≥40% of Net profit
Major shareholder
SHAREHOLDING INFORMATION
9
WHA GROUP’S BUSINESS PLATFORM AND STRATEGIES
10
Fully Integrated Industrial & Logistic Facility Developer to Provide Total Solution for Both Inbound And Outbound Investment Opportunities
Realignment of Recurring Income Base from Industrial, Logistic, Utility & Power, And Digital Hub
Asset-Light Model by Recycling Capital to Enhance Shareholder Value
New Product Initiatives by way of Partnership with Various Strategic Investors
1
2
3
4
Upward IntegrationComplementary Business
Industrial Estate
Built-to-suit
• Utilities (Water)
• Power
Horizontal
Integration
• Warehouses
• FactoriesReady-built
Factories
11
Ready-built warehouses
• Move up value chain by immediately having land bank located in
strategic locations (Central and Eastern region, all of which are non-flood
area)
• Apart from 538 equity MW under IPP and SPP in our portfolio which will
grow in line with the growth of IEs, we also focus on the high-value
product from utilities and power business particularly renewable energy
e.g. waste-to-energy and solar rooftop to generate stable income whilst
serving the customers on the industrial estates
• Increase its product variety of Ready-Built warehouse and factory to
cover full logistic value chain and expand its customer base
WHA Together with Hemaraj Becomes Fully-Integrated Industrial
& Logistic Developer
• WHA together with Hemaraj would be renowned for its excellence in
providing total solutions for industrial and trade inbound investments
• Increase our readiness to spearhead neighboring countries expansion
i.e. Cambodia and Vietnam by leveraging on current Hemaraj’s effort to
create IE platform in those countries
• Upon the opening of AEC in late 2015 and future infrastructure
development among ASEAN countries, Thailand would be investment
hub of increasing importance and thus we would be more than ready to
tap these new opportunities
WHA is Well-Equipped for Both Inbound and Outbound
Investment Opportunities
1) FULLY INTEGRATED INDUSTRIAL & LOGISTIC FACILITY DEVELOPER
READY FOR INBOUND AND OUTBOUND INVESTMENT OPPORTUNITIES
Enhance WHA’s built-to-suit warehouse and factory business by
increase product variety and move up value chain
2) REALIGNMENT OF RECURRING INCOME BASE FROM
INDUSTRIAL, LOGISTIC, UTILITY & POWER, AND DIGITAL HUB
• Be part of the Government Initiative to
promote digital economy
• To become one-stop service for Data
Center developer and provider by way of
business collaboration with reputable
Japanese and foreign partners
• Existing 8+ IE locations in strategic
cluster to serve key sectors in Thailand
totals of 45,016 rais (18,006 acres)
• Net sellable area more than 11,000 rais
(4,400 acres)
• Potential geographical expansion in
cross-border provinces and overseas
investment
“Thailand No.1 Industrial Estate Developer withLargest Market Share since 2008”
“Proactive in Digital Economy Theme”
• Exclusive utilities provider in the
industrial estates with higher margin
products and steady growth
• Active power investor with strategic
partnership with reputable partners i.e.
Suez Energy, Gulf-Mitsui, J-Power, and
B-Grimm
• Focus more on renewable energy e.g.
waste-to-energy and solar rooftop with
secured feedstock
• Built-to-Suit distribution center and
warehouse in prime location to help customers
optimize long-term logistic cost
• Built-to-Suit factory with cross referral of
customer base for Hemaraj in high value
sectors e.g. automotive
• More Built-to-Suit sophisticated products i.e.
cold storage, multi-temp DC and E-Commerce
DC\
• Ready-Built factory and warehouse in IEs
and logistic park
• New geographical expansion e.g. Indonesia
and Vietnam
“Thailand No.1 Built-to-suit Logistic Facilities
Developer Who Pioneered This New Concept toThai Market since 2006”
“Sole Supplier of Water to provide security to our
customer in the IEs & Strong Partnership in Powerto generate steady income”
Fully Integrated Business
Model
12
Highly Stable CF from
Investment
Utilize Recurring
Income Stream
Well-balanced Portfolio and
Capital Structure
All Invested Assets
Generate Revenue
Strong track record in terms
of occupancy rate
To hold minimal non-income
generating assets
Strong Stability of Rental
Profit
Secured LT contract with
growth in rental rate
Attractive EBITDA margin
Low maintenance cost
Capital Structure
Optimization
Asset-Optimization Model
Optimization of return on equity (ROE) to shareholder through the asset monetization program via Property Fund/
REIT to optimize long-term capital structure and achieve return-enhancing strategy
Rental Business Developing Business
Expedited growth of investment
Earning from asset monetization
Recurring income from dividend and asset
management fee
Complementary business model of property company with strong CF stability and Property Fund/ REIT leads to accelerated growth, high efficiency, and high margin business model capturing full value chain
Capital Recycling Model
Through Property
Fund/REIT
13
3) ASSET-LIGHT MODEL BY RECYCLING CAPITAL TO ENHANCE
SHAREHOLDER VALUE
4) NEW PRODUCT INITIATIVES BY WAY OF PARTNERSHIP WITH
VARIOUS STRATEGIC INVESTORS
14
Built-to-Suit
Logistic Facilities- Warehouse- Distribution Center
Built-to-Suit Factory Warehouse FarmOther Recurring
Asset- Office
Other
Potential
Utilities
Products
Utility BusinessIndustrial Estate Power
Business
Renewable Energy (VSPP)+ +
Ready-built
warehouse & factory
+ Data CenterOther Multi-
Modal Logistic Mode
- Right of use from gas
and steam pipeline
- Revenue-sharing from
telecommunication cable
- Waste-to-energy- Solar Rooftop
New product initiativesSpearheading into new
frontiers or entering into
new business ventures,
WHA will leverage on
the business
partnership with local
partners and/or strategic
investors to succeed in
the new initiatives
StrategicPartnership
II. Key Business Plan
III. Business Updates
IV. Recent Developments & Key Events
VI. Appendix
V. Q2 2015 Financial Performance
I. Business Overview
AGENDA
15
WHA’s Key Business Plan for Hemaraj
Execution of Debt
Take-Out Plan
Create Solid Growth
Platform For New and
International
Expansion
Focus More on Energy,
Utilities, and New
Infrastructure-Related
Business
WHA – Key Business Strategies for Hemaraj
16
WHA GROUP’S KEY BUSINESS PLAN
Continue to Monetize
the Assets Under WHA
to Enhance
Shareholder Value
and Reduce Debt
• We will employ financial engineering knowledge to further unlock the value under Hemaraj business in the best optimal
manner
Sale of non-core asset – which generate minimal cash flow contribution immediately after the takeover (Apr’15)
Monetization of RBF/RBW – to REIT to ensure the best possible pricing amid low interest environment (Q4’15)
Listing of utility & power – to create independent growth platform for the another core business (Within‘16)
(1) WHBT (newly established office REIT) : THB 2,400 mm (Q3’15)
(2) WHART : THB 4,500 mm (Q4’15)
(3) WHAPF : THB 300 mm (Q4’15)
(The amounts are based on sale value of asset)
• To deleverage the balance sheet within the next 2 years to optimize the debt level
• To monetize the assets under Hemaraj and WHA at the most effective manner amid low interest rate environment
(please refer to page 18 to 20 for more detail)
• We will become the one-stop service provider as a fully-integrated industrial estate and logistic facilities developer to
provide total solution to customers in Thailand and ASEAN region
• We will focus more on energy business particularly renewable energy notably solar rooftop and waste-to-energy
business to expand recurring income base. For solar rooftop, our combined capacity of 2,000,000 sqm. of roof area can
generate up to 200 MW. For waste-to-energy, with municipality and industrial waste, initial project is expected to
generate 20 MW
• We plans to improve the profitability under utilities business by adding higher-margin products and reducing costs
• As an exclusive provider in all existing and new IEs, we are exploring how to increase the recurring income whilst
serving customers’ requirement e.g. to utilize more landlord commission fee in form of right of use from gas and steam
pipeline and telecommunication
• Lower construction costs from fully utilizing economies of scale and the higher bargaining power on contractor
• Knowledge transfer to optimize the design and layout of rental properties (RBF/RBW) to enhance marketability of
properties
• Enhance overall productivity and competitiveness through sharing of technology know-how and resources
Unlock Value Under
Hemaraj Umbrella With
Optimal Monetization
Leeway
Post-Merger Cross
Knowledge Transfer
KEY EARNING OUTLOOK
17
Leader in Industrial &
Logistics in the Region
with Comprehensive
Utilities and Power
Business
Post-Merger
Integration
Completion of
Debt Take-Out
Plan
Solid Platform for
Multi-Modal
Expansions
• Substantial debt take-out to lower
interest cost every year without
significant impact on recurring earning/
cash flow
• Potential group restructuring to fully
integrate the business platform e.g.
share swap
• Expand to selected new frontiers
• Recurring gain from monetization
program
Post-Merger Transition
• New business ventures to fulfill group
policy
• Full realization of utility and power
business
• Full business collaboration and
synergy with in the group
• Full enhancement of productivity of
human capital
Solid Geographical Expansion & Multi-Modal Effect
2015
onwards
2017
18 Strictly Private & Confidential
Total Consideration
THB 40,829 mm /1
Capital Increase (RO)
THB 8,938 mm
Bank Loan (WHA)/2
THB 31,891 mm
Bridging Loan (2 Yr)
THB 25,854 mm
LT Loan (7 Yr)
THB 6,037 mm
Remark: 1/ The amount already includes the up-front fees that are subjected to the loan arrangement.
2/ The amount of bank loan also covers all the up-front fees—arranger fee and commitment fee—under the bridging loan part with the
total amount of THB 275 mm
RECAP OVERALL ACQUISITION FUNDING STRUCTURE
18
19 Strictly Private & Confidential
Amount
(THB mm)
Entity Net Proceed
(Based on 92.88%
Acquisition)(THB mm)
Net Proceed
(Based on 100%
after Delisting)(THB mm)
Due date
1.Net proceeds for Repayment from
Hemaraj Non-core asset3,003 Hemaraj 2,789 N/A Jul 2015
2.Dividend from Hemaraj’s Normal
Operation (2H14 – 1Q15)1,296 Hemaraj 1,204 N/A Jul 2015
3. Refinance by Other Financial Instruments 1,800 WHA 1,800 N/A Jul 2015
Total Interest Payment (Mar – Aug) (744)
Total Loan Repayment 5,049
Remark: 1/ Total NLA of Hemaraj’s RBF&WH is approx. 435,000 sqm to be monetized through REIT in 2015 – 2016
2/ Asset transfer is expected to be held on Dec 2015, but the net proceed is expected to be in form of intercompany transaction after delisting
COMPLETED & EXPECTED REPAYMENT SCHEDULE
19
4.Net proceeds for Repayment from WHA
office buildings2,000 WHA 2,000 2,000 Oct 2015
5.Net proceeds for Repayment from Hemaraj
RBF & RBW #1/17,500 Hemaraj N/A 7,500 Dec 2015/2
6.Net proceeds for Repayment from
Intercompany Transaction (2Q15 – 4Q15)[950 – 1,100] Hemaraj N/A [950 – 1,100] TBD
7.Net proceeds for Repayment from Listing of
Hemaraj’s utilities & power or finding
strategic partners
TBD Hemaraj N/A TBD 3Q 2016
8.Net proceeds for Repayment from Hemaraj
RBF & RBW #2/1TBD Hemaraj N/A TBD Nov 2016
9.Net proceeds for Repayment from WHA’s
WH #14,000 WHA 4,000 4,000 Dec 2015
10.Net proceeds for Repayment from WHA’s
WH #24,000 WHA 4,000 4,000 Dec 2016
Expected
Completed
20 Strictly Private & Confidential
Consolidated
Gearing Ratio2.99x
3.42x 3.30x
1.91x 1.68x 1.64x1.32x
0.95x
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
1Q'2015 2Q'2015F 3Q'2015F 4Q'2015F 1Q'2016F 2Q'2016F 3Q'2016F 4Q'2016F
Hemaraj REIT
GEARING RATIO
20
Projected Gearing Ratio
Utility & Power
Spin-Off
WHA Office REIT
Proceed from
Warrant Exercise
WHART Capital
IncreaseHemaraj REIT
Capital Increase
WHART Capital
Increase
Target 2.5x
Remarks: Excluding the impact of normal debt arising from normal CAPEX
III. Business Updates
II. Key Business Plan
IV. Recent Developments & Key Events
VI. Appendix
V. Q2 2015 Financial Performance
I. Business Overview
AGENDA
21
Expansion
Consolidation
Operational and
investment outsourcing
Growth of modern
retailers in parallel with urbanization
E-Commerce TrendFacility-Upgrading
Demand to“Smart Warehouse”
Limited supply of
modernized logistics facilities
Accessibility to
large land plots and
innovative
construction methods
INDUSTRY KEY GROWTH DRIVERS
22
Infrastructure
Upgrade for further connectivity
ASEAN Economic Integration
The need to
optimize operating cost
U-Tapao Airport
Bangkok Port
Laem Chabang Port
Map Ta phut Port
Bangna-Trad K.M.19
Bangna-Trad Km.18
Bangna-Trad Km.19
Lardkrabang
Chonburi
Bangna-Trad Km.20
Saraburi
Amata City
Bang pa-in
Wang-Noi K.M.61
Outer East Bangkok Zone(Bangna-Trad Rd, K.M.18-23) (Chonburi)(Lardkrabang)- Convenient access to the City Center of Bangkok,
Suvannabhumi Airport, and LaemchabangSeaport
Industrial Estate Zone(Hemaraj, Saraburi)(Amata City, Rayong)
- Tax privileges from BOI
- Comfortable access to Suvannabhumi Airportand Laemchabang Seaport
2Outer North Bangkok Zone(Bang Pa-in, Ayuthaya)(Wangnoi, Ayuthaya)
- A logistic hub to North and Northeast regionof Thailand
Note: Portfolio as of Mar 2015
Built-to-Suit project
Warehouse Farm project
WHAPF/WHARTPort
Airport
Bangna-Trad Km.23
3
1
Prachinburi
Bangna-Trad Km.18
Chonlaharnpichitl
Laemchabang 4
Rama II 140 rais
99 rais
11 rais
297 rais
75 rais
137 rais
79 rais
190 rais
200 rais
49 rais
30 rais
14 rais
35 rais
55 rais
69 rais
Total = 1,363 rais
Total = 192 rais
Total = 176 rais
Outer South Bangkok Zone(Samut Sakorn)- A logistic hub for cold storages
Total Land 2,125 RaisWHA Group 1,401 RaisWHAPF/WHART 724 Rais
135 rais
Up-Country(Khonkaen, Surathani, Lumpoon)
- To serve client’s business expansion
5
Total = 254 rais
Total = 140 rais
Conversion function: 1 rai = 0.4 acre = 0.16 hectare
Lardkrabang35 rais
Bangna-Trad Km.2365 rais
48 raisSaraburi
Amata City13 rais
Bangna-Trad Km.76 rais
Chonburi120 rais
23
UPDATE ON LOCATIONS
Lam Luk Ka 79 rais
Amata City25 rais
2006 2007 2008 2009 2010 2011 2012 2013 2014 Q2 2015
294,261
389,982
147,086
256,434
258,330152,532
1,921,021
863,2111
Remarks: 1) This area is calculated from the estimated ratio of 1-rai of land = 1,000-sqm leasable area; the actual constructed area is subject to change depending on actual design to suit with clients’ requirement
Key Takeaways
During Q2 2015, WHA secured pre-lease area/ new contracts for 22,897 sqm. Majority of the available area in this quarter is newly constructed general warehouses in prime area such as Bangna-Trad area and
Lardkrabang SJ Infinite 1 business complex also performs well, it can secure contract close to 60% while another 7% are under offer with high
potential WHA targets to secure pre-leased area/ new contract around 200,000 sqm. this year
Developed/Developing &Occupied area for 2006-1Q15
Unit: Sqm.
88,913141,619 141,619
169,433 192,341298,139
505,051
1,108,740
891,286
Area Completed– Area that currently generates revenue
Area Available for Lease – Area that is available to serve immediate demand
Area Pre-Leased – Area that is leased before the construction is finished
Area Sold to WHAPF/WHART – Area that is sold to the property fund or REIT
Land Held for Future Development – Area that is reserved for future development
63,159207,043
101,531
65,120
259,269233,030
255,462
557,089557,089
280,120
1,161,598
OR 100% 100% 100% 100% 100% 100% 100% 100% 80% 81%
IMPRESSIVE TRACK RECORD OF GROWTH
24
WHA Group’s tenants are mainly the reputable MNCs
Note: Portfolio as of June 30, 2015
WELL – KNOWN TENANT PROFILE
25
WHA Group’s tenants are mainly the reputable MNCs
USA Europe Thai Japan Asia
WELL – KNOWN TENANT PROFILE
26Note: Portfolio as of June 30, 2015
WHA Group’s tenants are mainly the reputable MNCs
Remark: The information, shown in charts above, are calculated from leasable area (sqm.)
*FMCG means Fast Moving Consumer Goods **3PLs means Third Party Logistics
WHA
WHAPF
WHART
WHA
Note: Portfolio as of June 30, 2015
WELL – KNOWN TENANT PROFILE
27
16%
37%
8%
39% <3 Y
3-4 Y
5-8 Y
≥ 9 Y
Contract Term Nationality
9%
9%
19%
57%
6%
Asia
EU
JP
TH
USA
39%
57%
4%
3PLS**
FMCG*&Healthcare
Manufacturing
Industry
21%
12%
27%
40%<3 Y
3-4 Y
5-8 Y
≥ 9 Y
Contract Term
13%
28%
25%
22%
12%Asia
EU
JP
TH
USA
Nationality
27%
52%
21% 3PLS**
FMCG*&Healthcare
Manufacturing
Industry
Top 10 Tenants by Rental Income
(WHA)
Top 10 Tenants by Rental Income
(WHA/ WHAPF/ WHART)
Revenue (
TH
B m
m)
Tenants
Revenue (
TH
B m
m)
Tenants
19%
6% 6% 6% 6% 5% 5% 5% 4%4%
Note: Information as of June 30, 2015
TOP 10 TENANTS
28
13%12%
11%11%
8%8%
6%
4% 4%3%
I. Business Overview
II. Key Business Plan
IV. Recent Developments & Key Events
VI. Appendix
V. Q2 2015 Financial Performance
AGENDA
III. Business Updates
29
1
2
3 On the process of filing submission to SEC for
another round of asset monetization
Assets will be monetized to WHART (first capital
increase) expected in Q4 2015
WHA issued bond of THB 400 mm on July 23, 2015
WHA issued B/E of THB 1,500 mm During May – June
On the process of issuing another batch of debenture
with the total amount up to THB 2,000 mm
On the process to acquire the remaining shares of
Hemaraj and delist Hemaraj from SET
On the process for shareholder approval
* Remarks: THB 48.49 mm of which cannot be recognized as revenue in the income statement yet as WHA undertakes to pay the rent for some of the projects.
This deferred revenue will be recognized once those projects are occupied
On the process of issuing 1,314,397,866
units of WHA-W2
The proceed will be used to purchase the
remaining shares of Hemaraj or repay loan
Issue date will be on Sept 15, 2015
4
5
Delisting
Hemaraj
Warrant Issuance
Upcoming
Asset
Monetization
On the process of setting up WHA Office
REIT, submitting the filing to SEC in May
2 office buildings are expected to transfer
to WHA Office REIT by September
RECENT DEVELOPMENTS/KEY EVENTS
30
Upcoming
Office REIT
B/E & Bond Issuance
31 Strictly Private & Confidential
HEMARAJ’S DELISTING PROCESS
Delisting Hemaraj1
RECENT DEVELOPMENTS/KEY EVENTS (CON’T)
31
WHA Shareholders’ Approval Process
(1) Approve warrant Issuance – 75% vote
(2) Approve delisting – 50% vote
4 September 2015
Hemaraj Shareholders’ Approval Process
(1) Approve delisting – 75% vote + 10% veto right30 September 2015
SET Approval Process
(1) Delisting
(2) Tender Offer
October – November 2015
Tender Offer Period
(45 Business Day)November 2015 – January 2016
Settlement Process End of January 2016
Delist End of January 2016
1
32 Strictly Private & Confidential
WHA WARRANT NO.2 (WHA-W2)
Warrant Issuance2
RECENT DEVELOPMENTS/KEY EVENTS (CON’T)
32
Allocation methods : WHA-W2 is issued and allocated to existing shareholders
Number of warrants issued : 1,314,397,866 units
Price per unit : THB -0-
Exercise ratio : One unit of WHA-W2 Warrants for one ordinary share
Exercise price : Baht 2.70 per share
Issuance date : 15 September 2015
Allocation ratio : 10 existing ordinary shares to one unit of WHA-W2 Warrants
Purpose of the issuance of WHA-W2 :
• To purchase the shares of Hemaraj Land and Development Public Company Limited for delisting
of its shares from the Stock Exchange of Thailand; or
• to repayment of loan of financial institution; or
• to use as working capital of the Company
2
Asset Approx. NLA
Snapshot
WHA Mega Logistics Center Wangnoi 61
Wangnoi, Phranakhon Si Ayutthaya
60,000sqm
WHA Mega Logistics Center Chonlaharnpichit km 4
Chonlaharnpichit Rd, Samutprakarn
80,000sqm
WHA Mega Logistics Center Saraburi
Hemaraj Saraburi Industrial Land, Saraburi
32,900 sqm
TO WHART
Asset Approx. NLA
Snapshot
Two Buildings inWHA Mega Logistics Center Bangna-Trad km.19*
Bangna-Trad km 19, Samutprakarn
14,000sqm
DSG Modification
Nongkae, Saraburi-
TO WHAPF
• Expected total sale value of approx. THB 4,800 mm
• Target to complete within 4Q2015
* All the remaining buildings have already been monetized into WHAPF
Upcoming Asset Monetization3
UPCOMING ASSET MONETIZATION3
RECENT DEVELOPMENTS/KEY EVENTS (CON’T)
33
Upcoming Office REIT4
4 UPCOMING OFFICE REIT
Asset SJ I Infinite Business Complex
Ownership Land: Freehold ownership
Building: Freehold ownership
Leasable
Area
GFA: 42,905 sqm.
NLA: 21,993 sqm.
Completion
Date 2014
Asset Bangna Business Complex
Ownership Land: Leasehold right (30 years)
Building: Freehold ownership
Leasable
Area
GFA: 9,860 sqm.
NLA: 9,335 sqm.
Year
Operate 2014
RECENT DEVELOPMENTS/KEY EVENTS (CON’T)
34
Detail
Type Unsecured and unsubordinated debenture entered in name without debenture representative
Currency Thai Baht
Amount THB 400 mm
Interest Rate 3.95 %
Maturity 2 years from the issuing date
Allocation methods Sell to specific buyers no more than 10 names
Purpose 1. To refinance existing loan to reduce cost of financing; or
2. to use as working capital of the Company
Call Option No call option
UnderwritersSiam Commercial Bank Public Company Limited; andUnited Overseas Bank (Thai) Public Company Limited
5 BOND ISSUANCE
RECENT DEVELOPMENTS/KEY EVENTS (CON’T)
Bond Issuance5
35
IV. Q2 2015 Financial Performance
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix
AGENDA
II. Key Business Plan
III. Business Updates
36
PERFORMANCE AND LONG-TERM OUTLOOK BY BUSINESS
37
RENTAL PROPERTY BUSINESS SALE OF PROPERTY BUSINESS
359.93
500.50 551.13
115.98 155.38
112.09
359.93
500.50 551.13
115.98
267.48
34.0%39.1%10.1%
130.6%
-250%
-50%
150%
-
100
200
300
400
500
600
1 Q 2 0 1 4 1 Q 2 0 1 5
WHA HEMRAJ WHA growth Total growth
542
1,300
799
380 1,341
1,680
-
200
400
600
800
1,000
1,200
1,400
1,600
1,800
WHA HEMRAJ
OUTLOOK
4,337 4,660
3,775
6,980 8,112
11,640
-
2,000
4,000
6,000
8,000
10,000
12,000
14,000
WHA HEMRAJ
1,808.85
6,584.95
4,336.76
- -
1,808.85
6,584.95
4,336.76
-
159.06
264.0%
-34.1%
-200%
0%
200%
400%
-
1,000
2,000
3,000
4,000
5,000
6,000
7,000
1 Q 2 0 1 4 1 Q 2 0 1 5WHA HEMRAJ Growth
OUTLOOK
Consist of
monetization
of assets and
sale of
industrial
estate
Consist of
monetization of
assets
UTILITIES BUSINESS
- - -115.98 155.38
112.09
- - -
115.98
267.48 34.0%
130.6%
-50%
150%
-
100
200
300
400
500
600
1 Q 2 0 1 4 1 Q 2 0 1 5
WHA HEMRAJ WHA growth Total growth
- -
1,780
2,840
1,780
2,840
-
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
WHA HEMRAJ
OUTLOOK
1.79
-
1
2
3
4
5
6
7
8
9
10
1 Q 2 0 1 4 1 Q 2 0 1 5
WHA
2 60
1,643
1,750
1,645
1,810
-
500
1,000
1,500
2,000
2,500
3,000
WHA HEMRAJ
OUTLOOK
Consist of share of profit and dividend from
power business
WHA 2019 – based on the assumption that
solar rooftop business will be conducted under
WHA itself rather than under JV, hence revenue
instead of share of profit will be realized by then
170 470
239
280 409
750
-
100
200
300
400
500
600
700
800
900
1,000
WHA HEMRAJ
38.38 66.81
146.74
27.26 31.67
6.27 16.71
23.06
5.41 9.08 (1.26) (9.53)
44.65
82.26
160.27
32.67 40.75
84.2%
94.8%
-50%
150%
(50)
-
50
100
150
200
1 Q 2 0 1 4 1 Q 2 0 1 5
WHA - Dividend & PM & RMWHA - Other incomeWHA - Share of loss from JV Growth
OUTLOOK
POWER BUSINESS PM RM DIVIDEND & OTHERS
Unit: THB mm
38.38 66.81
146.74
27.26 31.67
6.27 16.71
23.06
5.41 9.08 (1.26)
44.65
83.52
168.54
32.67 40.75
87.0%
101.8%
-50%
150%
(50)
-
50
100
150
200
1 Q 2 0 1 4 1 Q 2 0 1 5
WHA - Dividend & PM & RMWHA - Other incomeWHA - Share of loss from JV Growth
359.93
500.50 551.13
115.98 155.38
112.09
359.93
500.50 551.13
115.98
267.48
34.0%39.1%10.1%
130.6%
-250%
-50%
150%
-
100
200
300
400
500
600
1 Q 2 0 1 4 1 Q 2 0 1 5
WHA HEMRAJ WHA growth Total growth
Consist of property and REIT management fee, dividend from
property fund and REIT, share of profit from property fund, and
other income
500 551 1,680
6,585
4,337
11,640 -
-
2,840
-
2
1,810
82
160
750
7,168
5,050
18,720
(4,000)
1,000
6,000
11,000
16,000
21,000
Rental property Sale of properties
Utilities Power
PM RM Dividend & Others
500 551 1,680
6,585
4,337
11,640 -
-
2,840
-
2
1,810
82
160
750
7,168
5,050
18,720
(4,000)
1,000
6,000
11,000
16,000
21,000
Rental property Sale of properties
Utilities Power
PM RM Dividend & Others
TOTAL REVENUE
500 551 1,680
6,585 4,337
11,640 -
-
2,840
-
2
1,810
82
160
750
7,168 5,050
18,720
(4,000)
1,000
6,000
11,000
16,000
21,000
Rental property Sale of propertiesUtilities PowerPM RM Dividend & Others
OUTLOOK
Remark: Total revenue include share of profit from JV’s and Associates in relation to each business
Unit: THB mm
578.0
- --
578.0
53.7%
0% -
100
200
300
400
500
600
700
2 Q 2 0 1 4 2 Q 2 0 1 5
WHA HEMRAJ Margin Growth
359.9 500.5 551.1
121.4 187.7
228.3
359.9
500.5 551.1
121.4
416.0
69.8%70.5%
39.1% 10.1%
242.7%
-80%
120%
320%
520%
720%
-
200
400
600
800
1,000
1,200
2 Q 2 0 1 4 2 Q 2 0 1 5
WHA HEMRAJ Margin Growth
44.7 82.3
160.3
28.8 77.8
191.1
44.7 82.3
160.3
28.8
269.0
84.2% 94.8%
832.6%
0%
200%
400%
600%
800%
1000%
-
50
100
150
200
250
300
2 Q 2 0 1 4 2 Q 2 0 1 5
WHA HEMRAJ Growth
1.8 0.1 2.1
383.9
1.8 0.1
386.0
553,980%
0%
100000%
200000%
300000%
400000%
500000%
600000%
700000%
-
50
100
150
200
250
300
350
400
450
500
2 Q 2 0 1 4 2 Q 2 0 1 5
WHA HEMRAJ Growth
REVENUE STRUCTURE
38
RENTAL PROPERTY BUSINESS
UTILITIES BUSINESS POWER BUSINESS OTHER REVENUES
SALE OF PROPERTIES BUSINESS
Consist of share of profit from power business Consist of property and REIT management fee, dividend income, share of
profit from property fund, and other income
No utilities
Actual GPM on
HEMRAJ level : 58.2%
Unit: THB mm
1,808.9
6,585.0
4,336.8
- 16.8
357.6
1,808.9
6,585.0
4,336.8
-
374.5
264.0%
-34.1% 29.9%
-200%
0%
200%
400%
-
1,000
2,000
3,000
4,000
5,000
6,000
7,000
2 Q 2 0 1 4 2 Q 2 0 1 5
WHA HEMRAJ Growth Margin
Actual GPM on
HEMRAJ level : 53.8%
Actual share of profit from
power business on HEMRAJ
level : THB 391 mm
Actual GPM on
HEMRAJ level : 86.0%
Unit: THB mm
CAPITAL STRUCTUREASSETSUnit: THB mm
RETURN ON INVESTMENT
Remark: Annualized using trailing 4 quarters figuresROIC = NOPAT ÷ Average Invested Capital (IBD and Equity)
With Hemaraj, the IP’s has significantly increased to THB 12,533 mm in
2Q2015.
Intangible assets & goodwill of THB 23,920 mm resulted from the PPA after
the acquisition.
Hemaraj contributed Cost of Real Estate Developments of THB 16,267 mm
and Investment in Associates of THB 8,532 mm to the consolidated balance
sheet in 2Q2015.
A drop in return on investment is partly due a significant increase in asset and equity base after acquisition
of Hemaraj.
CONSOLIDATED BALANCE SHEET
39
1,095 983 2,186 6,151
- - -
16,267
1,862 2,225 3,305
7,655
- --
8,532
3,937 6,167
7,959
12,533
--
-
23,920
1,404 1,673
2,502
7,231
8,298
11,049
15,952
82,288
33%
44%
585%
0%
100%
200%
300%
400%
500%
600%
700%
0
10000
20000
30000
40000
50000
60000
70000
80000
2 0 1 2 2 0 1 3 2 0 1 4 2 Q 2 0 1 5
Others
Intangible assets & goodwill
Investment properties
Investment in associates
Non-current assets held for sale
Cost of real estate developments
Cash & ST investments
growth
5,410 6,895 11,472
65,336
2,887 4,154 4,480 16,952
1.87 1.66
2.56 3.85
1.46 1.25
2.34
3.42
1.08 1.01
1.86
3.06
-
1
2
3
4
5
0%
20%
40%
60%
80%
100%
2 0 1 2 2 0 1 3 2 0 1 4 2 Q 2 0 1 5
Liabilities Equity D/EIBD/E Net IBD/E
11.2%
41.6%
22.7%
7.3%
3.2%
15.1%
7.2% 1.5%
6.6%
20.0%
10.5%
3.3%0%
10%
20%
30%
40%
50%
2 0 1 2 2 0 1 3 2 0 1 4 2 Q 2 0 1 5
ROE ROA ROIC
2.49%B/E790
4.75%Term Loan
3,245
4.31%Bond7,200
5.53%Acquisition Loan
30,882
2.89%B/E
-
4.73%Term Loan
3,281
4.31%Bond7,200
5.60%Acquisition Loan
21,525
Remark: Total loan related to acquisition of HEMRAJ amounted to THB 31,891.91 mm
END OF 1Q2015
Unit: THB mm
Unit: THB mm
END OF 2Q2015
Weighted Average Interest Rate
5.22%
Unit: THB mm
Unit: THB mm
149.30
182.87
294.83
-
200
400
2012 2013 2014
FINANC E C O S T
WHA’S DEBT PROFILE – EXCLUDING HEMRAJ
40
Weighted Average Interest Rate
5.20%
50.13
560.93
-
1,000
2 Q 2 0 1 4 2 Q 2 0 1 5
FINAN C E C O S T
Finance cost related to acquisition of HEMRAJ in 2Q2015: THB 447.3 mm
* Not include HEMRAJ’s finance cost; Consolidated finance cost totaled THB 730.05 mm
*
790
2,040
94 108 126 136 154 176 190 105 115
1,630
500 570
500
700
1,110
435
385
600
280
200
290
2,830
1,724
2,443
986
1,631
154
776
190 105
395
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
B/E Term Loan Debenture 9/2013 (3) Debenture 9/2013 (4) Debenture 9/2013 (5)
Debenture 2/2014 (3) Debenture 5/2014 (3) Debenture 5/2014 (5) Debenture 7/2014 (3) Debenture 7/2014 (5)
Debenture 7/2014 (7) Debenture 7/2014 (10) Debenture 10/2014 (2.9) Debenture 11/2014 (4)
Unit: THB mmAs of 30 Jun 2015
DEBT MATURITY PROFILE – EXCLUDING ACQUISITION LOAN
Remark: Does not include loan related to acquisition of HEMRAJ
WHA’S DEBT PROFILE – EXCLUDING HEMRAJ (CONT’D)
41
43,660
28,13825,114
22,547 21,737 21,69117,281 17,272 17,272 18,072 19,654
40,564 40,564
Net asset value15,521 IP
3,024
Cost of real estate developments2,567
Investment in associates
809 PPE46
Intangible assets4,410
Others9
Debenture800
Deferred tax liabilty1,582
Revalued assets24,006
NCI3,096
1 0 0 % A C Q U I S I T I O N V A L U E F A I R V A L U E T O T A L C O N S I D E R A T I O N
Goodwill
92.88% Acquisition
Unit: THB mm
IMPACT OF PPA ON BALANCE SHEET
PPA will have an accounting impact on future cost and profit recognition of Hemaraj’s performance on the consolidated financial statements as the net assets ofHemaraj on the consolidated basis have been revalued to fair value.
However, the impact is deemed marginal since a big portion of fair value adjustment has been allocated to Goodwill and Intangible Asset—totaling THB 24,063 mm—leaving only approximately THB 4 billion markup on the net asset value.
The 100% acquisition value of THB 43,660 mm: the value of shares of Hemaraj which is composed of 1) WHA’s 92.88% portion @ THB 4.5/share (the tender offer price)2) The remaining Non-Controlling Interest portion of 7.12% @ THB 4.48/share (the closing price of HEMRAJ at 17 Mar 2015)
Net asset value of THB 15,521 mm: the equity value of HEMRAJ as of 17 Mar 2015. Total consideration of THB 40,564 mm: the amount WHA paid for 92.88% of SHARES of HEMRAJ, excluding other expenses such as loan related fee.
PURCHASE PRICE ALLOCATION
42
IV. Appendix
I. Company Overview
IV. Recent Developments & Key Events
V. Q2 2015 Financial Performance
AGENDA
II. Key Business Plan
III. Business Updates
43
Consolidated Income Statement
(Unit: THB, mm) 2012 2013 2014 2Q2014 1Q2015 2Q2015 %YoY %QoQ
Revenue
Rental, service, and utilities income 359.9 500.5 551.1 121.4 267.5 994.0 718.9% 271.6%
Income from sales of real estate 1,808.9 6,585.0 4,336.8 - 159.1 374.5 - 135.4%
Other income 44.7 83.5 169.8 31.1 45.7 252.7 713.0% 453.5%
Total revenues 2,213.4 7,169.0 5,057.7 152.5 472.2 1,621.3 963.3% 243.3%
Share of profit (loss) from JVs - (1.3) (7.7) (2.2) (0.4) 1.8 (182.8%) (540.7%)
Share of profit (loss) from associates - - - - 76.0 400.4 - 426.9%
Expenses
Cost of rental and service 126.0 179.0 219.0 36.7 142.1 390.5 964.3% 174.9%
Cost of real estate 1,617.1 4,961.8 3,050.1 - 110.1 262.5 - 138.4%
Selling expense - - - - 9.8 31.1 - 217.4%
Administrative expenses 68.1 131.8 283.3 34.2 72.8 294.5 761.0% 304.5%
Total costs 1,811.2 5,272.5 3,552.5 70.9 334.8 978.6 1,280.3% 192.3%
EBIT 402.3 1,895.2 1,497.5 79.4 213.0 1,044.9 1,216.0% 390.5%
Finance costs 149.3 182.9 294.8 50.1 204.7 730.1 1,356.3% 256.6%
EBT 253.0 1,712.3 1,202.7 29.3 8.3 314.8 975.7% 3,693.8%
Income tax 40.6 248.9 224.1 1.3 5.2 14.2 1,002.2% 171.5%
Net income 212.4 1,463.5 978.6 28.0 3.1 300.7 974.5% 9,673.5%
Attributable to owners of the parent 212.4 1,463.5 978.6 28.0 (4.5) 226.1 707.9% (50.72)
Attributable to non-controlling interest - - - - 7.6 74.6 - 8.78
INCOME STATEMENT
44
Consolidated Balance Sheet
(Unit: THB, mm) 2012 2013 2014 1Q2015 2Q2015 Increase (Decrease)Current assets
Cash and cash equivalents 978.7 319.8 370.9 4,093.9 2,911.8 (1,182.0) (28.9%)
ST investment 116.7 663.5 1,815.0 1,213.7 3,238.8 2,025.0 166.8%
Non-current assets held-for-sale 1,861.6 2,225.1 3,305.0 6,216.0 7,654.8 1,438.8 23.1%
Cost of real estate developments (net) - - - 15,578.0 16,267.0 689.0 4.4%
Other current assets 473.6 123.4 191.2 1,973.2 2,138.5 165.3 8.4%
Total current assets 3,430.5 3,331.8 5,682.2 29,074.7 32,210.8 3,136.1 10.8%
Non-current assets
Investment in associates - - - 8,471.5 8,531.5 60.0 0.7%
Investment properties (net) 3,936.6 6,167.2 7,958.6 15,685.1 12,533.4 (3,151.7) (20.1%)
Leasehold rights (net) 165.0 64.0 52.9 52.4 52.0 (0.5) (0.9%)
Property, plant, and equipment (net) 26.2 43.4 66.8 1,814.1 2,001.2 187.1 10.3%
Intangible assets (net) - - - 4,359.6 4,266.5 (93.1) (2.1%)
Goodwills - - - 19,653.5 19,653.5 - -
Other non-current assets 739.2 1,442.4 2,191.5 3,006.8 3,039.4 32.5 1.1%
Total non-current assets 4,867.0 7,717.0 10,269.9 53,043.1 50,077.6 (2,965.5) (5.6%)
Total assets 8,297.5 11,048.9 15,952.0 82,117.8 82,288.4 170.6 0.2%
Liabilities
Bank overdrafts and ST borrowings 4.3 198.7 250.0 250.0 1,036.1 786.1 314.4%
Trade and other payables 645.4 1,123.1 597.4 2,277.3 3,307.6 1,030.4 45.2%
Current portion of LT borrowings – FN institutions 981.1 87.0 391.2 1,250.5 7,849.5 6,599.0 527.7%
Current portion of LT borrowings – Debenture - - - 1,500.7 - (1,500.7) (100.0%)
Other current liabilities 755.0 1,120.9 1,692.4 12,690.1 3,037.9 (9,652.1) (76.1%)
LT borrowings – FN institutions (net) 2,603.6 1,501.9 1,175.7 23,132.0 25,803.8 2,671.9 11.6%
Debenture (net) - 2,695.3 7,190.8 21,875.9 21,832.5 (43.4) (0.2%)
Other non-current liabilities 421.0 168.1 174.4 2,604.7 2,469.0 (135.7) (5.2%)
Total liabilities 5,410.5 6,895.1 11,472.0 65,581.1 65,336.4 (244.7) (0.4%)
Equity attributable to owners of the parent 2,887.1 4,153.8 4,480.0 13,433.3 13,773.9 340.7 2.5%
Non-controlling interest - - - 3,103.4 3,178.0 74.6 2.4%
Total shareholders’ equity 2,887.1 4,153.8 4,480.0 16,536.7 16,951.9 415.2 2.5%
Total liabilities and Shareholders’ equity 8,297.5 11,048.9 15,952.0 82,117.8 82,288.4 170.6 0.2%
BALANCE SHEET
45
“Target at Well-known MNCs”
“Currently 80% of our customers are well-known MNCs because they realize the importance of logistic system that can substantially save their operating costs. Even though our price per sq.m. is 30-50% over that of the industry average, it’s worth investment for them”
Source: Business Thai
“ The largest premium warehouse in Southeast Asia”
“WHA aims to build large distribution centers that suit the customer’s specific needs. Right now, we are the largest premium warehouse in Southeast Asia constructed under well accepted international standard and equipped with innovative technology”
Source: logistic Digest
Dr. Somyos Anantaprayoon
Chairman & Chief Executive Officer
A Director since incorporation
Group’s CEO who originated the idea of world-class standard Built-to-Suit Warehouse and DC
Ms. Jareeporn Anantaprayoon
Managing Director
A Director since incorporation
Assist the CEO in business strategy development
Responsible for Group’s sales and marketing
Mr. Surathian Chakthranont
Director
Advise on business strategy &plan
Previous President of SC Asset Corporation, PCL (1995 – 2005)
More than 10 years experience in Real Estate sector
Dr. Pichit Akrathit
Independent Director
Chairman of the Audit Committee
An advisor to several leading companies
Mr. Jakrit
Chaisanit
Director
Head of Construction Management Division
Mr. NarongKritchanchai
Director
Mr. Somsak Boonchoyruengchai
Director
Head of Accounting division
Dr. Somsak Pratomsrimek
Independent Director
Member of the Audit Committee
Dr. KritsanaSukboonyasatit
Independent Director
Mr. Arttavit Chalermsaphayakorn
Director
Chief Financial Officer
“WHA Expertise”
“WHA Corporation is regarded as the world class built-to-suit warehouse developer with strong reputation in selecting prime location, operational efficiency and after sales service”
Source: www.freightmaxad.com
Dr. ApichaiBoontherawara
Independent Director
Member of the Audit Committee
BOARD OF DIRECTORS
46
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1121 Moo.3 Theparak Rd., Theparak, A. Muang, Samutprakarn 10270 ThailandTel. +66 (0) 2 753 3750 Fax. +66 (0) 2 753 2750e-mail: [email protected] Website: www.wha.co.th
WHA Corporation PCL.