SGSPAA INVESTOR UPDATE
AUG 2020 OUR TEAM 2
David Gillespie Luis Castillo-Melendez Chief Financial Officer GM Corporate Finance AGENDA 3
01 SGSPAA BUSINESS OVERVIEW
02 INVESTMENT STRENGTH
03 FINANCIAL OVERVIEW
04 PROGRAMME DETAILS A LONG AUSTRALIAN HISTORY 4
The company now known as Jemena Limited is incorporated by an Act of the Parliament of Establishment of the Victorian Electricity New South Wales. Back then it was known as Commissioners by the Victorian State The Australian Gas Light Company. It was Government State Government. The Disaggregation of the SECV into generation, formed as a business venture by private Commissioners were the forerunner of the transmission and distribution companies, citizens, to produce “town gas” from coal State Electricity Commission of Victoria which are then further split and then gasification. The main use for the gas at that (SECV) and, much later, Jemena Electricity privatised. SECV’s electricity distribution time was in the gas street lamps that were Networks (JEN) and the other four Victorian business was privatised in 1994, with the installed on the main streets in the (very small) electricity distribution businesses. The network divided into five network areas, Sydney CBD. Electricity Commissioners were responsible for operated by five separate companies. One of generation and distribution of electricity these, is now known as Jemena Electricity throughout the State of Victoria. Networks (Vic) Limited. 1837
1918 1993- 1994 RECENT TIMELINE 5
2004 2007 2014
2003 2006 2009 2019
ALINTA ASX LISTED SP 100% SGCC 60% / SP 40% OWNERSHIP
Singapore Northern Gas Pipeline (NGP), Aquila-AMP Power (SP) State Grid of China Duke Energy Alinta-AGL Darling Downs Pipeline System Capital acquires Colongra (SGCC) acquires 60% acquisition merger (DDP), Atlas and Roma Projects acquisition 100% of the of the business with Senex business TRANSACTION
Jemena Gas Linking Tenent Creek in the NT to EGP Network Acquired Gas Alignment of long Mt Isa in QLD. Acquired Darling 34% UED (NSW) Jemena Alinta-AGL Transmission term ownership in Downs Pipeline System. Additional QGP Electricity & Storage investments in Pipeline and Zinfra Network (VIC) demerged support of a growth Vichub portfolio Facility portfolio processing facilities in
OTOI TIMELINE PORTFOLIO ActewAGL JV (ACT) Queensland. SGSPAA AT A GLANCE 6
Well-Diversified Business Established Regulatory Regime Business is well-diversified across Transparent and well-established geography, fuel and markets. economic regulatory regime.
Strong Management & Shareholders State Grid of China Corporation Predictable & Stable Cashflows (SGCC) is the largest utility in the 100% of CY19 EBITDA from world. Singapore Power (SP) is a regulated networks and leading energy utility company in contracted pipeline revenues. the Asia Pacific region.
Long Life Assets with Strong Track Record Investment Grade Credit Ratings Well-maintained long life assets SGSPAA credit ratings of A3 (stable) / with a strong performance and A- (stable) is supported by a strong continuous reliability track record. internal policy framework. ENVIRONMENTAL, SOCIAL & CORP. GOVERNANCE 7
GOVERNANCE Govern our business and ENVIRONMENT manage our supply chain in Reduce our own operational an ethical and responsible impacts while also adapting manner, while continuing to to a changing environment grow and deliver reliable, to ensure reliable, affordable, affordable, and sustainable and sustainable energy energy supply. supply.
SOCIAL CLICK FOR Bring energy to life through FULL REPORT engaging with our people and communities in a meaningful and constructive way.
Notes: Jemena 2019 Sustainability Report: https://indd.adobe.com/view/36702cba-c271-4767-a981-8d1d7ff351e4 SGSPAA’s BROAD GEOGRAPHIC FOOTPRINT 8
With more than A$12 billion worth of major utility infrastructure, we supply millions of households and businesses with essential services every day. PREDICTABLE AND STABLE CASH FLOWS 9
Predictable ZINFRA cashflows from GAS TRANS & WATER DIST 1% predominately CONTRACTED ELEC DIST regulated and 23% 23% 24% contracted ZINFRA business. 1% INVEST REGULATED Charts depict 13% CY19 EBITDA 76% GAS DIST Contributions. 39%
by type by segment COVID-19 UPDATE 10
TRANSITION & RECOVERY FINANCIAL IMPACTS • External environment stabilising • Pathway to transition clearer • Government starting to consider capital investment to simulate JGN JEN
economy and jobs through recovery BUSINESS
1-3 months 3-12/24 months 1-2 years+ 1
IMMEDIATE RESPONSE NEW NORMAL CY20 A$0.4M A$1.4M
• Crisis management • Economic growth restarted FORECAST • Business continuity • Likely different economic mix
• Business prioritisation (determined in part by overall 2 of activities impact of crisis) • Borders reopening 15% 15%
• Ways of working & living UP TAKE PACKAGE
Notes: 1. Full year forecast excludes deferrals (ie. cashflow timing impacts). 2. Take up (%) of relief package against original regulatory estimates in March 2020. OWNERSHIP 11
State Grid Corp. of China Singapore Power (SGCC) (SP) SGCC is the largest A1 (Stable) / A+ (Stable) Aa2 (Stable) / AA (Positive) utility in the World 100% 100% and the SP Group is State Grid International a leading energy Development Australia Singapore Power International Investment Company Ltd (SGID) (SPI) utilities company in A2 (Stable) / A (Stable) Asia Pacific and one 60% 40% of Singapore’s largest corporations. SGSPAA A3 (Stable) / A- (Stable) SGCC INTERNATIONAL PRESENCE 12
GLOBAL EXPERIENCE
ITALY PORTUGAL GREECE CHINA HONG KONG OMEN
PHILIPPINES
BRAZIL
CHILE AUSTRALIA SINGAPORE POWER GROUP 13
Aa2 (Stable) / AA (Positive)
Singapore Australia China
Issuer 40% SGSPAA SP PowerAssets Shirui Energy A3 / A-
SP Services Jemena
PowerGas Zinfra
Singapore District AusNet Services Cooling 31.1%
Notes: Companies where shareholding interest is not indicated, Singapore Power Limited has 100% shareholding. SGSPAA’s STRATEGIC VISION 14
Grow our portfolio: Be a world-class energy asset Adapt and influence the • Diversified portfolio across five owner, operator and service evolving energy industry: markets. provider: • Adapt to play a key role in a • Develop and execute a • Optimise and continually lower carbon future. portfolio of opportunity / improve operations. • Bring best practice to initiatives. • Continue to be a trusted partner. Australia.
ELECTRICITY GAS SERVICE & ELECTRICITY GAS MARKETS MARKETS PROJECTS DISTRIBUTION DISTRIBUTION
• Build a portfolio in • Enhance transmission • Win in services with • Drive competitiveness • Drive competitiveness storage, T&D, stand network coverage to o innovation through continuous through continuous alone power systems support key o efficiency improvements. improvements. and microgrids customers and unlock o digital and • Prepare for the grid • Innovate to prepare markets. serviceable markets. o safety of the future. for a low carbon future. HYDROGEN: WESTERN SYDNEY GREEN GAS PROJECT 15
AUG 2018 ARENA A$7.5M A$7.5M funding secured JEMENA ARENA OCT 2018 Project launched with Fed Gov support AUG 2019 1.4M Order placed Potential for first NSW Customers electrolyser SEP 2019 Community consultation & engagement AUG 2020 RENEWABLE Electrolyser STORAGE TRANSPORT installation & commissioning ENERGY Hydrogen will be stored in Hydrogen will be made LATE 2020 Australia’s largest gas Solar and wind energy to be available for mobility, utilised to power the Green gas to network - the Jemena Gas including transport and customers Network in NSW. electrolyser and generate vehicle industries. hydrogen. REGULATED ASSETS JEMENA GAS NETWORK (JGN) 17
RAB EBITDA EBITDA MARGIN CONTRIBUTION REGULATED A$3.3B ~25,000kms 62% as at DEC 19 JGN 39% REST OF GROUP RAB GROWTH 61% 1.4M+ JUL 20 - ~3.4% p.a. as at DEC 19 JUN 25 forecast
95 92 (A$M) CY 15 CY 16 CY 17 CY 18 CY 19 94 92 88
1,426 1,437 620 586 583 1,369 576 566 1,273 1,317 450 409 394 385 351 221 210 196 174 155 CY 15 CY 16 CY 17 CY 18 CY 19
REVENUE EBITDA CAPEX Customers Connected ('000s) Volume (PJ) JEMENA ELECTRICITY NETWORK (JEN) 18
RAB EBITDA EBITDA MARGIN CONTRIBUTION
REGULATED A$1.5B ~6,300kms 53% JEN as at DEC 19 24%
REST OF GROUP RAB GROWTH 76% 353,000+ JUL 21 - ~4.3% p.a. as at DEC 19 JUN 26 forecast
(A$M) 4,229 CY 15 CY 16 CY 17 CY 18 CY 19 4,206 4,186 4,265 4,219 448 422 419 418 398 344 353 334 335 268
237 325 232 222 206 167 162 158 142 136 CY 15 CY 16 CY 17 CY 18 CY 19
REVENUE EBITDA CAPEX Customers Connected ('000s) Volume(GWh) JEMENA GAS PIPELINES JEMENA GAS PIPELINES 20
EGP QGP EBITDA EBITDA CONTRIBUTION Eastern Gas Pipeline Queensland Gas Pipeline MARGIN Transport gas from Victoria to Links Wallumbilla gas hub in CONTRACTED residential and commercial central Queensland to large 68% GAS customer in New South Wales. industrial gas users in Gladstone and Rockhampton. PIPELINES 22% REST OF CONLONGRA VICHUB DDP NGP GROUP Gas Transmission Interconnect facility to Darling Downs Pipeline Northern Gas Pipeline 78% & flow gas between the Gas transmission Links Northern Australia’s EGP, the Tasmanian Gas pipelines in South East gas fields to the east Storage Pipeline Pipeline and the Victorian Queensland. coast gas market. gas distribution system.
(A$M) CY 15 CY 16 CY 17 CY 18 CY 19 EBITDA MARGIN 79% 338 77% 290 272 260 253 232 72% 213 206 197 188 70% 169 165 151 68% 117 103
REVENUE EBITDA CAPEX CY 15 CY 16 CY 17 CY 18 CY 19 ASSET INVESTMENT ACTEWAGL DISTRIBUTION PARTNERSHIP (AAD) (50%) 22
RAB EBITDA CONTRIBUTION REGULATED A$1.38B 50% HOLDING ActewAGL as at JUN 19 7% ELECTRICITY GAS
REST OF GROUP 350,000+ JUL 19 - JUL 16 - 93% as at JUN 19 JUN 24 JUN 21 HISTORICAL EBITDA (A$M)
Partnership with Icon Water Limited, an 75 66 63 59 Australia Capital Territory government 55 owned company with assets and investments in water, wastewater, electricity, gas and telecommunications. CY 15 CY 16 CY 17 CY 18 CY 19 UNITED ENERGY DISTRIBUTION (UED) (34%) 23
RAB EBITDA CONTRIBUTION REGULATED A$2.5B ~13,000kms UED as at DEC 19 6%
REST OF GROUP 690,000+ JUL 21 - 34% HOLDING 94% as at DEC 19 JUN 26 HISTORICAL EBITDA (A$M) 58 53 Partnership with CK Infrastructure-led 45 32 consortium which holds 66% of United 31 Energy. CY 15 CY 16 CY 17 CY 18 CY 19 ZINFRA GROUP ZINFRA GROUP 25
EBITDA EBITDA MARGIN CONTRIBUTION 1% OPERATING & OPERATING & PROJECTS ZINFRA MANTAINING GAS MANTAINING POWER 1%
Constructing energy Operating and Maintaining Operating and Maintaining networks (transmission and gas transmission and electricity transmission and distribution; electricity and REST OF distribution networks and distribution networks and GROUP gas) and facilities and assets. assets. connections. 99%
• Operations and • Operations and (A$M) CY 15 CY 16 CY 17 CY 18 CY 19 maintenance transmission maintenance transmission
Regulated and unregulated 490 475 474 463 and distribution and distribution 446 energy utility asset • Shutdown / restart • Shutdown / restart infrastructure “construct” or management management “design & construct” 13 13 13
projects. 7 6 • Testing and • Testing and commissioning commissioning REVENUE EBITDA AGENDA 26
01 SGSPAA BUSINESS OVERVIEW
02 INVESTMENT STRENGTH
03 FINANCIAL OVERVIEW
04 PROGRAMME DETAILS SKILLED & EXPERIENCED SHAREHOLDERS 27
STATE GRID CORP. OF CHINA A1 (STABLE) / A+ (STABLE) • Largest power grid constructor SINGAPORE POWER and operator in the world. Aa2 (STABLE) / AA (POSITIVE) • Transmission and distribution network covers 88% of the 40% • A leading energy utility geographical area of China and company in the Asia Pacific servicing over 1.1B population. region. • Ranked 5th in the Fortune • Owns and operates electricity Global 500 in 2019. 60% and gas transmission and distribution businesses in • Global footprints in overseas Singapore and Australia. utility investment as long-term strategic investor. • Strong financial profile. INVESTMENT GRADE CREDIT RATINGS 28
SGSPAA's fundamental credit profile benefits from its stable cashflow that is predominantly A3 (Stable) generated from its diversified portfolio of low risk gas and electricity infrastructure assets.
- Moody’s Credit Opinion, 22 June 2020 Diverse portfolio of regulated and contracted A- utility assets that forms majority of the cash (Stable) flows. Monopoly in electricity and gas distribution businesses in its service area.
- S&P Ratings Direct, 11 July 2019 REGULATORY FRAMEWORK 29
WACC Established Expenditure and Regulated Operating & =x+ +Depreciation +Taxes + Incentive Maintenance transparent Revenue Outcomes Regulated regulatory Asset Base regime. (RAB) Value
• Opportunity to earn higher returns through capital and operating efficiencies.
• Provides high degree of certainty – Tariff largely “locked-in” for 5 years.
• RAB is indexed to inflation – natural hedge against CPI.
• Volume risk/opportunity borne by Jemena for gas distribution. No volume risk for electricity distribution.
• Cost of debt transitioning to 10 year trailing average. GAS DISTRIBUTION – ACCESS ARRANGEMENT 30
28 JUN 19 9 JAN 20 JUL 20 – 97% Lodge initial Jemena submits JUN 25 proposal to a revised
PRICE fixed REVENUE regulator proposal for 5 years
97%
25 NOV 19 5 MAY 20 NET NET CAPEX Regulator Regulator makes a draft makes a final determination determination AER HAS APPROVED: HAS AER 100% OPEX ELECTRICITY DISTRIBUTION – PRICE REVIEW 31
29 JAN 20 31 DEC 20 JUL 21 – Lodge initial Jemena submits a JUN 26 proposal to revised proposal REVENUE fixed regulator for 5 years
30 SEP 20 31 MAR 21 Regulator Regulator makes makes a draft a final determination determination AGENDA 32
01 SGSPAA BUSINESS OVERVIEW
02 INVESTMENT STRENGTH
03 FINANCIAL OVERVIEW
04 PROGRAMME DETAILS PERFORMANCE SUMMARY (A$M) 33
REVENUE EBITDA
1,100 100%
1,848 1,848 986 1,841 1,841 1,000 947 917 914 908 80% 1,810 1,810 880 1,790 1,790
1,781 1,781 900 60%
1,765 1,765 51% 54% 51% 51% 50% 50% 800 40% 700 20% 600 0% CY 14 CY 15 CY 16 CY 17 CY 18 CY 19 CY 14 CY 15 CY 16 CY 17 CY 18 CY 19
NPAT NORMALISED NPAT 339 339 326 326 296 296 285 285 280 280 262 262 261 261 242 242 242 242 240 240 225 225 190 190
CY 14 CY 15 CY 16 CY 17 CY 18 CY 19 CY 14 CY 15 CY 16 CY 17 CY 18 CY 19 CONSOLIDATED PERFORMANCE 34
OTHER1% GAS TRANS & ZINFRA1% ELEC DIST WATER DIST ELEC DIST A$1,848M REVENUE ZINFRA 23% 23% 24% 26% INVEST 1% INVEST EBITDA GAS TRANS & GAS DIST 13% A$908M WATER DIST GAS DIST 39% 18% 31%
ZINFRA OTHERS 1% 1% GAS TRANS & ZINFRA-3% WATER DIST ELEC DIST
A$492M GAS TRANS & 20% CAPEX ELEC DIST 23% WATER DIST 31% 32%
INVEST EBIT
GAS DIST 20% A$596M GAS DIST 40% 35% CREDIT METRICS AGAINST INTERNAL THRESHOLD 35
GEARING RATIO1 FFO / NET INTEREST2 Board 4.0 70% 3.6 3.9 3.7 approved 65% 4.0 3.6 60% 55% Distribution 50% 51% 52% 53% 2.4 Policy set to 50% 2.0 maintain 40% standalone 30% - BBB+ credit CY 15 CY 16 CY 17 CY 18 CY 19 CY 15 CY 16 CY 17 CY 18 CY 19 metrics. INTEREST COVER RATIO3 FFO / DEBT
3.5 3.4 15% 15% 2.8 2.9 2.7 16% 2.5 12% 11% 11% 2.5 12% Dividend 10% Distribution 1.8 8% 1.5 Threshold 4% 0.5 - CY 15 CY 16 CY 17 CY 18 CY 19 CY 15 CY 16 CY 17 CY 18 CY 19 Notes: 1. Convertible instruments treated as equity for gearing purpose. 2. FFO adds back the interest payments (excluding interest for convertible instruments). 3. ICR doesn’t add back the interest payments. DIVERSIFIED DEBT PROFILE 36
FACILITY MATURITY (A$M) BY CALENDAR YEAR1 CAPITAL VS DEBT FACILITY
1,200 BONDS 1,000 A$4.5B 250 Well diversified 78% 800 100 funding sources and maturity profile. 600 650
829 400 750 801 723 668
200 371 250 200 159 BANK - - DEBT CY21 CY22 CY23 CY24 CY25 CY26 CY27 CY28 CY29 CY30 CY31 CY32 CY33 CY34 CY35 A$1.3B MTN Committed Bank Loans 22%
Notes: 1. Debt profile (management accounts) as at 31 July 2020. AGENDA 37
01 SGSPAA BUSINESS OVERVIEW
02 INVESTMENT STRENGTH
03 FINANCIAL OVERVIEW
04 PROGRAMME DETAILS MEDIUM TERM NOTE PROGRAMME 38
ISSUER SGSP (Australia) Assets TRUSTEE Pty Ltd Citicorp Investment Bank (Formerly known as SPI (Singapore) Limited (Australia) Assets Pty Ltd) ISSUER RATING Moody’s: A3 (Stable) LISTING Standard & Poor’s: Singapore (SGX) A- (Stable)
GOVERNING LAW PROGRAMME SIZE English Law (Australian USD 5,000,000,000 Law for AMTNs) GUARANTOR STRUCTURE 39
SGSP (Australia) Assets Pty Ltd (SGSPAA)
Total assets of
100% the Guarantors Jemena Gas Pipelines Holdings1 are no less 100% 100% than 90% of Jemena Limited Jemena Queensland Gas Pipeline2 the total 100% SGSPAA group Jemena Eastern Gas Pipeline3 assets. 100% 100% 50% 100% 100% VicHub
Jemena Jemena 34% Gas Electricity United Energy Distribution Holdings Distribution Distribution ActewAGL Colongra Network Network 100% (NSW) (Vic) Zinfra
Issuer Guarantor
Notes: 1. Jemena Darling Downs Pipelines (1) Pty Ltd, Jemena Darling Downs Pipelines (2) Pty Ltd, Jemena Darling Downs Pipelines (3) Pty Ltd, Jemena Northern Gas Pipeline Pty Ltd. 2. Jemena Queensland Gas Pipeline (1) Pty Ltd and Jemena Queensland Gas Pipeline (2) Pty Ltd. 3. Jemena Eastern Gas Pipeline (1) Pty Ltd and Jemena Eastern Gas Pipeline (2) Pty Ltd. QUESTIONS 40 FURTHER INFORMATION & CONTACTS 41
Luis Castillo-Melendez
L16, 567 Collins Street Melbourne, VIC 3000 Australia
T: +61 3 9173 7932 M: +61 414 618141
http://www.jemena.com.au
[email protected] DISCLAIMER & IMPORTANT INFORMATION 42
You must read the following notices before reading or making any use of this presentation or any information contained in this presentation. By continuing to read, use or otherwise act on this presentation, you agree to be bound by the following terms and conditions, including any modifications to them.
The contents of this presentation, including without limitation, statements, estimates and/or projections provided with respect to the business and assets (including anticipated future business performance of such business or assets) of SGSP (Australia) Assets Pty Ltd (SGSPAA) and/or its related companies/related bodies corporate (collectively, the SGSPAA Companies), do not constitute any representation, warranty, guarantee or undertaking (whether express, implied or otherwise) on the part of any of the SGSPAA Companies as to past, present or future matters.
This presentation contains summary information about the SGSPAA Companies and their activities current as at 3 August 2020. The information in this presentation is of general background and does not purport to be complete. SGSPAA may in its absolute discretion, but without being under any obligation to do so, update or supplement this presentation. Any further information will be provided subject to these terms and conditions.
Not financial product advice This presentation is for information purposes only and is not a prospectus, product disclosure statement, or other similar disclosure document under the laws of any jurisdiction. This presentation does not contain financial product or investment advice or a recommendation to acquire securities in the SGSPAA Companies and is not intended to provide the basis of any credit or other evaluation. It has been prepared without taking into account the objectives, financial situation or needs of individuals. Nothing in this presentation constitutes legal, financial, tax or other advice. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction. SGSPAA is not licensed to provide financial product advice in respect of its securities. This presentation is based on information supplied by SGSPAA and from sources believed to be reliable. No attempt has been made to independently verify the information.
Past performance Past performance and any pro forma financial information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. The historical information included in this presentation is, or is based on, information that has previously been released to investors.
Future performance Certain statements, beliefs and opinions contained in this presentation, particularly those regarding the possible or assumed future financial or other performance of the SGSPAA Companies, industry growth or other trend projections are or may be forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “goal”, “target”, “aim”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Such forward-looking statements, estimates or projections are based on a large number of assumptions and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are outside the control of the SGSPAA Companies. Undue reliance should not be placed on such forward-looking statements, estimates or projections. Forward-looking statements are based on assumptions and are not guarantees of future performance. Actual outcomes may vary materially from those indicated and SGSPAA is under no obligation to update you if they do. DISCLAIMER & IMPORTANT INFORMATION (cont’) 43
No representation, warranty, guarantee or undertaking (whether express, implied or otherwise) is made that any statement, estimate or projection contained herein will be realised or that any information, statement, estimate or projection contained herein is complete or accurate.
No liability SGSPAA has prepared this presentation based on information available to it at the time of preparation and subject to the qualifications in this presentation. No statement or information contained in this presentation may be relied on by any person or entity for any purpose whatsoever and nothing herein is intended to induce any person to enter any contract or arrangement with any of the SGSPAA Companies. No representation or warranty, express or implied, is made as to the fairness, accuracy, adequacy, validity, correctness or completeness of the information, opinions and conclusions contained in this presentation. None of the SGSPAA Companies, or their respective officers, employees and advisers, will accept any responsibility or liability whatsoever for any loss, claim, damage, liability, action, proceedings, costs (including legal costs) or expense incurred or suffered in relation to, in connection with or resulting from any reliance, access or use by any person or entity on any information or statement contained in this presentation. SGSPAA makes no representation that there will be no change (or any development likely to lead to change) in the prospects, results or general affairs of SGSPAA or the information contained in this presentation at any time subsequent to the date of this presentation.
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This presentation does not constitute an offer or advertisement This presentation is not and should not be considered an offer or an invitation to acquire securities in the SGSPAA Companies or any other financial products and does not and will not form any part of any contract for the acquisition of securities in the SGSPAA Companies. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any 'U.S. person' (as defined in Regulation S under the US Securities Act of 1933, as amended (Securities Act) (U.S. Person)). SGSPAA securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, delivered or transferred in the United States or to any U.S. Person without being so registered or pursuant to an exemption from registration. DISCLAIMER & IMPORTANT INFORMATION (cont’) 44
Distribution Distribution of this presentation outside Australia may be restricted by law. Persons who come into possession of this presentation and are not in Australia, should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Recipients of this presentation shall not reissue, circulate, or distribute this presentation, except in accordance with all applicable law.
Risks An investment in SGSPAA involves certain risks which are discussed in the “Risk Factors” section of the SGSPAA Offering Circular dated 3 August 2020.
Credit Ratings No credit rating agency has been involved in the preparation of this presentation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
Credit ratings in respect of SGSPAA securities or SGSPAA are for distribution to persons who are not a “retail” client within the meaning of section 761G of the Act and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Act and in all circumstances as may be permitted by applicable law in any jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive this presentation and anyone who receives this presentation must not distribute it to any person who is not entitled to receive it.
The credit ratings of SGSPAA referred to in this presentation have been issued by Standard & Poor's (Australia) Pty Ltd and Moody’s Investor Services Pty Ltd neither of which is established in the European Union and/or has applied for registration under Regulation (EC) No. 1060/2009 as amended by Regulation (EC) No. 513/2011(the “CRA Regulation”) but their credit ratings are endorsed on an ongoing basis by Standard & Poor's Credit Market Services Europe Limited (respectively) pursuant to and in accordance with the CRA Regulation. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation or issued by a credit ratings agency established in a third country but whose credit ratings are endorsed by a credit ratings agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration has not been refused or is provided by a third country rating entity whose ratings are disclosed in that registration application as being ratings that will be endorsed by the relevant entity in the European Union.