Apa Group · ASX:APA
Apa — Merger or Acquisition (December 2011)
23 slides from Apa's merger presentation, Dec 14, 2011
Slide 1: Takeover offer for Hastings Diversified Utilities Fund (HDF)
Takeover offer for Hastings Diversified Utilities Fund (HDF) Sale of 80% of APA Gas Network (Allgas) 14 December 2011
Slide 2: Agenda
Agenda Overview of APA’s takeover offer Strategic rationale for acquisition HDF Securityholder benefits Timetable and conditions Sale of 80% of APA Gas Network (Allgas) Impacts for APA APA, 14 December 2011 2
Slide 3: Takeover offer summary
Takeover offer summary An off-market takeover for Hastings Diversified Utilities Fund (HDF) Transaction APA currently owns 20.7% of HDF securities Takeover offer applies to all HDF securities APA does not already own HDF securityholders will receive consideration with an implied value of Off
Slide 4: Strategic rationale for the takeover offer
Strategic rationale for the takeover offer Enhances APA’s gas infrastructure portfolio – HDF pipelines connected to APA pipelines – Enhance gas transmission pipeline network in east Australia Enhances APA’s services to customers – Ease of transporting gas across pipelines and jurisdictions – Eas
Slide 5: Benefits for HDF securityholders
Benefits for HDF securityholders Receive a substantial premium for HDF securities — 12.6% premium to the 5-day VWAP(1) and 20.6% premium to the 3-month VWAP(1) Exposure to APA, which has achieved superior total securityholder return in excess of HDF and the market(2) Benefit from quality manag
Slide 6: Substantial premium for HDF securities
Benefits – Substantial premium for HDF securities APA Offer (implied value) of $2.00 represents a substantial premium to HDF security price(1) $2.10 Since APA’s ownership of HDF securities was first publicly $2.00 announced 2 years ago, there $2.00 has been speculation regarding 12.6% 20.6% a poss
Slide 7: Offer impacted by HDF distributions
Benefits – Substantial premium for HDF securities APA Offer (implied value) of $2.00 impacted by HDF distributions $2.10 HDF distributions — APA’s Offer will be reduced by the amount of any HDF $2.00 $2.00 distribution received by HDF securityholders after 14 December 2011(1) $1.90 APA distribut
Slide 8: Exposure to APA, which has achieved superior total securityholder returns
Benefits – Exposure to APA, which has achieved superior total securityholder returns APA has delivered total securityholder returns(1) in excess of HDF and the market Total securityholder return Comparison of total returns 300 APA since HDF’s listing on the ASX HDF S&P/ASX 200 Total CAGR(2) 200 re
Slide 9: Value today of $1 invested at HDF listing
Benefits – Exposure to APA, which has achieved superior total securityholder returns APA has delivered total securityholder returns(1) in excess of HDF and the market Value today of $1 invested at time of HDF listing Using total securityholder return achieved since HDF listing as a basis for compa
Slide 10: APA solid and consistent distribution record
Benefits – Exposure to APA, which has achieved superior total securityholder returns APA has a solid and consistent distribution record APA distributions increased steadily from 23.0 cents per APA and HDF annual distribution per security(1) security in 2005 to 34.4 cents in 40 APA 2011, representi
Slide 11: Quality management, energy industry know-how and robust financial capability
Benefits – Quality management, energy industry know-how and robust financial capability Proven management expertise consistently delivering on APA’s strategy Increased assets owned and/or operated from $1.4 billion in June 2000 to approximately $9 billion today through organic growth and strategic
Slide 12: Robust financial capability and competitive funding
Benefits – Quality management, energy industry know-how and robust financial capability Robust financial capability – competitive funding of current and future growth opportunities Diversified funding structure, strongly supported by debt and equity markets, as seen in recent financing transaction
Slide 13: Self managed and transparent structure, free from external management fees
Benefits – Self managed and transparent structure, free from external management fees Transparent business structure No external management fees Self-managed – directors, management and No fee ‘leakage’ to external managers employees are part of APA – Securityholders benefit from the full financ
Slide 14: Australia's largest gas pipeline owner and operator
Benefits – Invest in a significantly larger entity offering scale & diversity, while retaining exposure to HDF assets Australia's largest gas pipeline owner and operator APA is Australia’s largest gas transmission business owning Together with the HDF pipelines, and/or operating over 12,800 km o
Slide 15: Diversified sources of EBITDA by asset and geography
Benefits – Invest in a significantly larger entity offering scale & diversity, while retaining exposure to HDF assets Diversified sources of EBTIDA by both asset and geography Pro forma FY11 EBITDA by business segment ($459 million) Asset Management Other 0% APA has a diversified pro forma Energy
Slide 16: A larger combined group by market capitalisation
Benefits – Invest in a significantly larger entity offering scale & diversity, while retaining exposure to HDF assets A larger combined group by market capitalisation HDF has a market capitalisation $3.6 bn of $0.9 billion(2) $2.9 bn The combined group will have a $2.7 bn market capitalisation o
Slide 17: Further enhances APA's position as Australia's largest gas infrastructure business
Benefits – Invest in a significantly larger entity offering scale & diversity, while retaining exposure to HDF assets Further enhances APA’s position as Australia’s largest gas infrastructure business APA quick facts ASX listed Stapled Trust Listed 13 June 2000 Self managed and operated Investment p
Slide 18: Offer conditions and timing
Offer conditions and timing Key Offer conditions (1) 90% minimum acceptance ACCC clearance and FIRB approval Market disclosure of security arrangements of financing (including mezzanine debt) Capping of performance fee for HDF Timing Announcement 14 December 2011 Bidder’s Statement dispatche
Slide 19: Sale of 80% of APA Gas Network (Allgas)
Sale of 80% of APA Gas Network (Allgas) Creation of APA’s third Energy Infrastructure APA Group Marubeni Corporation RREEF Investment model 20% 40% 40% APA corporate, asset Strong support by quality equity and debt management and operating services investors under a long term agreement – Equity
Slide 20: Impacts for APA
Impacts for APA Financial strength maintained – Cash component of acquisition funded by cash in the business and to be supported by Allgas transaction – Gearing reduces to around 65% EBITDA and distribution guidance for financial year 2012 unchanged – EBITDA guidance retained – $530 million to $
Slide 21: Questions
Questions APA, 14 December 2011 21
Slide 22: Disclaimer
Disclaimer This presentation has been prepared by Australian Pipeline Limited (ACN 091 344 704) the responsible entity of the Australian Pipeline Trust (ARSN 091 678 778) and APT Investment Trust (ARSN 115 585 441) (APA Group). Summary information This presentation contains summary information about
Slide 23: Delivering Australia's energy
For further information contact Delivering Australia’s energy Chris Kotsaris Investor Relations, APA Group Tel: +61 2 9693 0049 E-mail: [email protected] or visit APA’s website www.apa.com.au