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BTSGIF General Presentation February 2020

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BTSGIF General Presentation February 2020 BTSGIF General Presentation February 2020 Disclaimer This is not prospectus of BTS Rail Mass Transit Growth Infrastructure Fund (“BTSGIF” or “the Fund”). Investment in the Funds contains certain risk. Before investing, please carefully study the prospectus of the Funds. An investment in investment units shall not be deemed as deposit of money. The unitholders may receive an amount of any return that is more or less than the initial amount invested. Furthermore, the Fund has intention to invest in infrastructure projects which is a long-term investment; as a consequence, the investors ought to be aware of its risks from and returns on investment in investment units. This Fund invests in the future net farebox revenue from the Core BTS SkyTrain System. Its value may decrease along with elapse of the concession term, thus decreasing the value of the investment units accordingly. The unitholders will receive return of initial investment in the form of dividend and capital return. Once the term expires according to the Net Revenue Purchase and Transfer Agreement that the Fund has invested in, the value of the investment units may decrease to Baht zero. This document has been prepared solely for the information purpose. The information contained herein is general and does not constitute advice or opinion, and should not be regarded as a substitute for detailed advice in individual cases. None of this information in this document constitutes an offer to treat, buy or sell any security or to participate in any trading strategy. Third parties cannot derive any rights from this document. While particular attention has been paid to the contents of this document, no guarantee, warranty or representation, express or implied, is given to the accuracy, correctness or completeness thereof. Any information given in this document may be subject to change or update without notice. No liability (such as, but not limited to, direct, consequential, special, punitive or indirect damages) will be accepted for any loss sustained by readers as a result of using this document or basing decisions on it. Please note that the investment is not a deposit of money and may be subject to certain risks. The value of your investment may rise or fall and also past performance is not insisting of future performance and shall in no event be deemed as such. For more information relating to the Fund, please visit www.btsgif.com or www.bblam.co.th BTSGIF General Presentation 2 Contents Page I. BTSGIF at a Glance 4 II. BTSGIF Investment Highlights 9 III. BTSGIF Performance Summary 18 IV. Conclusion 22 Appendix Background of Infrastructure Funds (IFFs) 24 BTSGIF’s Structure 28 Initial Assets and O&M Business (BTSGIF’s Call Option) 30 Existing Bangkok Mass Transit Network 31 Targeted Lines by BTS Group 32 Forecast of Farebox Revenue, Costs and Additional Investment Project until FY 29/30 and FY19/20 Guidance 34 BTSGIF Performance 40 Suksa Wittaya Station (S4) 48 Historical Fare Adjustment 49 BTSGIF General Presentation 3 BTSGIF At a Glance BTSGIF Stock information BTSGIF is the first Infrastructure Fund in Thailand Stock code BTSGIF Invest in the 23.5km of BTS Core Network with 10 years concession Outstanding shares (mn) 5,788 remaining Position to benefit from passenger growth, fare increase and operating Market capitalisation (THB mn)* 58,458.8 leverage on Core Network Seek for new opportunities from mass transit infrastructure projects with Market capitalisation (USD mn)* 1,877.7 strong cash flow potential Closing price* 10.10 *as of 31 Jan 2020 THB ≈10 years 9.2% 62.5bn remaining CAGR Raised from IPO Concession expiry in 2029 of Farebox revenue (18 yrs since inception) ≈ 241mn trips 66.1% 5.8% (744,475 trips / Weekday ) EBITDA margin Yield Annual ridership of Core BTS SkyTrain Implied annual in core network (FY 18/19) dividend yield* (FY 18/19) (FY 18/19) * Based on par value (THB) 10.611 BTSGIF General Presentation Section I: BTSGIF at a Glance 4 BTSGIF At a Glance Invest in 23.5km of BTS Core Network, 10 years concession remaining Fund summary Initial asset: Core BTS SkyTrain system (until 2029) Fund Name BTS Rail Mass Transit Growth Infrastructure Fund (“BTSGIF”) Sponsors BTS Group Holdings PCL (“BTSG”) and Bangkok Mass Transit System PCL (“BTSC”) DARK GREEN Fund Management BBL Asset Management Co., Ltd. (“BBLAM”) MO CHIT – ON NUT Company 17.0km Fund Supervisor Standard Chartered Bank (Thai) Pcl. (“SCBT”) Initial Asset • Future net farebox revenue (Farebox revenue less related operating cost and CAPEX) from the Core BTS SkyTrain system (23.5km) • Concession period ending 4 December 2029 (approximately 10.5 years remaining) • Initial Investment cost : THB 61,399mn • American Appraisal appraisal value: THB 61,000mn (Discount rate 9.0%) LIGHT GREEN • fnAsia appraisal value: THB 59,400mn (Discount NATIONAL STADIUM - rate 8.8%)(1) SAPHAN TAKSIN Total Investment Units 5,788mn investment units 6.5km Par Value THB 10.8 per investment unit (THB 10.115 per investment unit as of Dec 2019) • 30-year concession (ending 4 Dec 2029) to exclusively collect ridership fare Registered Capital THB 62,510.4mn; THB 58,545.6mn as of Dec 2019 (and bear related expenses and capital expenditure) • 23 stations over 23.5km located at CBD area of Bangkok Lock-up Arrangement Lock-up of BTSG’s 33.3% holding of BTSGIF units • All investments made by BTSC: Including civil works, E&M and trains for 10 years from FY 13/14 to FY 22/23 (except land acquisition) • No revenue sharing or concession fees to BMA (1) Discount cash flow without adjusting Mid-Year Convention BTSGIF General Presentation Section I: BTSGIF at a Glance 5 BTSGIF At a Glance Strong governance framework: one-third investment by BTS with 10 years lock-up Management structure BTSG Public Investors 33.3% 66.7% (lock up 10 yrs from FY 13/14 to FY 22/23) Fund Supervisor Agreement Investment Advisory Fund Supervisor Committee • Appointed by BBLAM (Standard Chartered Bank (Thai)) • Committees must include experts in • Supervise Fund Management Company Sky Train business Fund Management Company • Make payment for fund expenses BTSGIF (BBL Asset Management Co. Ltd) • Give investment advice on • Keep fund’s assets Fund Management investment to fund manager Infrastructure Fund Manager • Ongoing management of BTSGIF • Monitor BTSC’s operation NRTA* between BTSC and BTSGIF Nominate Board Representatives at BTSC 97.5% • Monitor BTSC’s operation and compliance under NRTA • Exercise veto vote on Reserved Matters Controls BTSC Board BTSC • Comprise of 1/3 from BTSG, 1/3 from BBLAM and 1/3 as independent directors • Resolution on Reserved Matters requires at least 2 votes from BBLAM * NRTA: Net Revenue Purchase and Transfer Agreement BTSGIF General Presentation Section I: BTSGIF at a Glance 6 BTSGIF At a Glance Secure net farebox revenue transferred to BTSGIF BTSGIF revenue I. Net farebox revenue (transferred to BTSGIF daily) II. Incentive fee PAYABLE BY BTSGIF TO BTSC ONLY WHEN FAREBOX REVENUE net of OPERATING CAPITAL EXPENSES EXPENDITURE NET FAREBOX REVENUE EXCEEDS BUDGET . All farebox revenue from Cost relevant to the New rolling stock for 1. NO INCENTIVE FEE passengers in the Core BTS Core BTS SkyTrain the Core BTS If actual net farebox revenue ≤ 100% SkyTrain system system such as SkyTrain system to of Budget . Other revenue and • maintenance expense, serve future ridership compensation from any • staff cost, 2. 10% INCENTIVE FEE person under, arising out of or On actual amount exceeding 100% • electricity, etc. relating to concession or the but not exceeding 125% of budget farebox revenue of the Core BTS SkyTrain system 3. FEE FROM ITEM 2 PLUS 15% OF THE . Excludes revenue from O&M INCREMENTAL AMOUNT EXCEEDING business extension, media 125% business and revenue from If actual amount > 125% of budget BTSC’s other business BTSGIF General Presentation Section I: BTSGIF at a Glance 7 Contents Page I. BTSGIF at a Glance 4 II. BTSGIF Investment Highlights 9 III. BTSGIF Performance Summary 18 IV. Conclusion 22 Appendix Background of Infrastructure Funds (IFFs) 24 BTSGIF’s Structure 28 Initial Assets and O&M Business (BTSGIF’s Call Option) 30 Existing Bangkok Mass Transit Network 31 Targeted Lines by BTS Group 32 Forecast of Farebox Revenue, Costs and Additional Investment Project until FY 29/30 and FY19/20 Guidance 34 BTSGIF Performance 40 Suksa Wittaya Station (S4) 48 Historical Fare Adjustment 49 BTSGIF General Presentation 8 BTSGIF Investment Highlights 1 Attractive industry dynamics and strong government support • Government’s plan is to expand mass transit network from 152.4km currently to 515.2km in 2029 • Market share of mass transit is expected to increase from 13% to over 33% in 2037 • The Thai government has made explicit its policy to develop Bangkok’s infrastructure by investing in mass transit projects Resilient business with proven track record 2 • Ridership has showed resilient growth, pass through several situations (CAGR 8.2% since inception) Exclusive concession with flexibility to increase fares 3 • Able to increase fare in the core network without BMA’s or national government’s approval, in case under the authorised fare 4 Efficient operations with significant operating leverage • Sustainable margin from the strong operational performance and operating leverage • Good margin compared to regional mass transit peers 5 Ample capacity for future growth with limited CAPEX • Additional 46x 4-car trains to accommodate passengers in existing network and new Green Line extensions (3x4 car trains will be allocated to BTSGIF and will be used in the Core Network) BTSC’s personnel with extensive experience in the mass transit business 6 • Developer: BTS core network constructed in 35 months • Operator: 20-years’ experience in operating the SkyTrain green line network Substantial investment opportunities from accretive mass transit expansion 7 • RoFR and call option on BTS existing contracts (30-yr O&M contracts and concession extension) as well as new mass transit lines by BTS • Also able to seek out non-BTS related infrastructure opportunities and focus on projects with strong cash flow potential BTSGIF General Presentation Section II: BTSGIF Investment Highlights 9 BTSGIF Investment Highlights 1.
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