CK Hutchison Holdings Ltd · HKEX:1
CK Hutchison — Merger or Acquisition (March 2015)
31 slides from CK Hutchison's merger presentation, Mar 31, 2015
Slide 1: Joint Investor Presentation announcement
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in relia
Slide 2: General
GENERAL Shareholders and holders of other securities of either CKH Holdings or Hutchison and potential investors in the securities of either CKH Holdings or Hutchison should note that the Merger Proposal and the Spin-off Proposal and the transactions thereunder are subject to, among other things, co
Slide 3: Directors' responsibility statement
As at the date of this announcement, the executive Hutchison Directors are: Mr. Li Ka-shing (Chairman), Mr. Li Tzar Kuoi, Victor (Deputy Chairman), Mr. Fok Kin Ning, Canning, Mrs. Chow Woo Mo Fong, Susan, Mr. Frank John Sixt, Mr. Lai Kai Ming, Dominic and Mr. Kam Hing Lam; and the non-executive Hutc
Slide 4: Investor presentation
stock code: 1 stock code: 13 Investor presentation 31 March 2015 This presentation is for information purposes only and is not an offer to issue or sell, or an invitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction. This presentation is a brief summary of th
Slide 5: I. Recap of the Announced Reorganisation
I. Recap of the Announced Reorganisation
Slide 6: Approval Thresholds for the Hutchison Proposal
Approval Thresholds for the Hutchison Proposal Completion of the Hutchison Proposal is subject to, among others: Approval of the Scheme by the Disinterested Shareholders of Hutchison representing at least 75% of the voting rights of the Disinterested Shareholders of Hutchison present and voting, in
Slide 7: Transaction Overview
Transaction Overview Pre-transaction Post-transaction(1) Trust/ Other Cheung Kong Former Other Former Other Li Family Shareholders Trust/Li Family Eligible Cheung Eligible Hutchison Kong Shareholders(2) Shareholders(2) 43.42% 56.58% 30.15% 33.95% 35.90% Cheung Kong Other Hutchison 29.32% (Listed on
Slide 8: Summary of Deal Terms
Summary of Deal Terms Other Hutchison Other Cheung Kong Shareholders Trust / Li family Shareholders Step 1 The Cheung Kong Reorganisation Proposal Cheung Kong 1 CKH Holdings share in exchange 1 CKH Holdings share in exchange for Reorganisation Proposal N/A for each existing Cheung Kong share each ex
Slide 9: Share Price Performance Since Announcement
Share Price Performance Since Announcement Both Cheung Kong / CKH Holdings and Hutchison share prices have performed strongly since the 9 January 2015 announcement, increasing over 20% and creating over HK$160.1 billion of value to shareholders as at 27 March 2015(1) Pursuant to the press release by
Slide 10: II. Overview of CKH Holdings and CK Property
II. Overview of CKH Holdings and CK Property
Slide 11: Overview of CKH Holdings
Overview of CKH Holdings CKH Holdings will become a multinational conglomerate operating in over 50 countries with enhanced scale through (i) the consolidation of infrastructure assets currently co-owned by CKH Holdings Group and Hutchison Group and (ii) increased ownership in Husky, becoming the la
Slide 12: Contribution of Recurring Profit Attributable to Ordinary Shareholders
Overview of CKH Holdings Contribution of Recurring Profit Attributable to Ordinary Shareholders HK$32.0bn HK$31.2bn HK$5.6bn Other Pro Forma Adjustments (1) Property HK$0.8bn Additional Husky (6.24%) HK$1.1bn CKH (Non-property) Ports Ports Retail Retail HWL (Non-property) (2) Infrastructure Infrastr
Slide 13: Revenue Breakdown
Overview of CKH Holdings Revenue Breakdown By Operating Segments Hutchison total revenue(1) in 2014: HK$421.5bn Pro Forma CKH Holdings total revenue(2) in 2014: HK$427.6bn Hutchison Pro Forma CKH Holdings Finance & Ports & Related Finance & Investments Investments Services and Others and Others 8
Slide 14: EBITDA Breakdown
Overview of CKH Holdings EBITDA Breakdown By Operating Segments Hutchison total EBITDA(1) in 2014: HK$98.9bn Pro Forma CKH Holdings total EBITDA(2) in 2014: HK$97.3bn Hutchison Pro Forma CKH Holdings Ports & Related Ports & Related inance & F inance & F Services Services Investments and Invest
Slide 15: Enhanced Infrastructure and Energy Portfolio
Overview of CKH Holdings Enhanced Infrastructure and Energy Portfolio Infrastructure Energy Leasing Largest off-airport One of the three One of the largest Water and One of the largest Largest energy-from- 15 jointly Business Gas distribution car park provider major UK rolling 45 wholly- integrated
Slide 16: Recent development
Overview of CKH Holdings Recent development Capitalising on opportunities to drive further shareholder value on a sustainable basis O2 UK Eversholt Rail Aircraft leasing On 25 Mar 2015, the Hutchison Group has entered On 20 Jan 2015, a 50/50 joint venture of Cheung into a share purchase agreement wi
Slide 17: Prudent Capital Structure
Overview of CKH Holdings Prudent Capital Structure CKH Holdings is expected to maintain strong investment grade ratings, consistent with Hutchison’s current ratings, with additional HK$55bn of cash from CK Property as part of the Spin-off Proposal. CKH Holdings Group will continue to maintain financ
Slide 18: Proposed Management Team of CKH Holdings
Proposed Management Team of CKH Holdings Continuity of current strong management teams from CKH Holdings and Hutchison No overlap of non-executive directors or independent non-executive directors between CKH Holdings and CK Property CKH Holdings CK Property Executive Directors: Executive Directors:
Slide 19: One of Hong Kong's Largest Developers with Proven Track Record
Overview of CK Property One of Hong Kong’s Largest Developers with Proven Track Record Development properties Investment properties Hotel and serviced suites Property management REIT sponsor One of Hong Kong’s One of Hong Kong’s One of the largest owner- One of Hong Kong’s Most active REIT largest p
Slide 20: Key Pro forma Figures
Overview of CK Property Key Pro forma Figures Combining Cheung Kong and Hutchison’s property assets will create one of Hong Kong’s largest property developers 2014 Pro Forma Revenue (HK$bn) 15.7 - 46.6 6.9 24.0 (3) (4) Cheung Kong Property Group Hutchison Property Group Consolidation of JVs Adjustme
Slide 21: Business and Geographical Diversification
Overview of CK Property Business and Geographical Diversification 2014 Pro Forma Revenue Total pro forma revenue in 2014: c.HK$46.6bn 1.2% 5.1% 0.6% 11.9% Property sales Hong Kong 14.6% Property rental 28.1% The PRC By By Type Geography Singapore Hotel and serviced suites Others Property and project
Slide 22: Property Asset Valuation Breakdown
Overview of CK Property Property Asset Valuation Breakdown Total asset valuation = c.HK$420.1bn(1) Breakdown of portfolio valuation by asset class (HK$bn) Breakdown of portfolio valuation by geography (HK$bn) 4.6 7.6 0.5 Hong Kong (64.0%) 66.1 (2) Development properties (54.9%) The PRC (33.0%) 138.4
Slide 23: Selected operating highlights
Overview of CK Property Selected operating highlights Hong Kong (residential): • Cheung Kong Property Group ‒ 2014 recognised saleable area of 166,098 sq.m. (c.24.7% growth from 2013) Development ‒ 2014 average selling price of c.HK$115,065/sq.m. (c.65.3% growth from 2013) Properties PRC (residentia
Slide 24: Optimised Capital Structure in Place
Overview of CK Property Optimised Capital Structure in Place CK Property has in place commitments from banks to provide HK$55bn of new debt facility to fund part of the spin-off consideration. The new debt facility is intended to ensure an optimal capital structure which is expected to achieve a str
Slide 25: Proposed Management Team of CK Property
Proposed Management Team of CK Property Continuity of current strong management teams from CKH Holdings and Hutchison No overlap of non-executive directors or independent non-executive directors between CKH Holdings and CK Property CKH Holdings CK Property Executive Directors: Executive Directors: •
Slide 26: Dividend Policy Going Forward
Dividend Policy Going Forward Expected Increase in Dividend Payout Ratios • FY2015: Expect dividends to be more than FY2014 levels • FY2016 and after: Expected higher dividend payout ratio than in FY2015 FY2015 dividend (1) FY2016 and after (1) • For financial year 2015, if the Merger Proposal and t
Slide 27: Appendix
Appendix 24
Slide 28: CKH Holdings selected pro forma financials
CKH Holdings selected pro forma financials Based on FY2014 pro forma financials, CKH Holdings in HK$ bn unless otherwise stated Total (inclusive of Consolidated proportionate share of associates and JVs) Income statement Revenue 275.7 427.6 EBITDA (1) 50.4 97.3 Profit attributable to ordinary shareh
Slide 29: CK Property selected pro forma financials
CK Property selected pro forma financials Based on FY2014 pro forma financials, CK Property in HK$ bn unless otherwise stated Income statement Revenue 46.6 EBIT (1) 20.2 Increase in fair value of investment properties 33.7 Profit attributable to ordinary shareholders 53.0 Balance sheet Total assets
Slide 30: Reconciliation of the Net Book Value of the Properties
CK Property Reconciliation of the Net Book Value of the Properties Attributable gross valuation (HK$bn) Cheung Kong Property Group Hutchison Property Group 145 (4) 4 104 443 3 420 1 10 78 299 73 33 1 116 73 Stock of Investment Hotel and Leasehold land CKP JV Combined net Property Net changes in Valu
Slide 31: Disclaimer
Disclaimer Shareholders and holders of other securities of either CKH Holdings or Hutchison, and potential investors in the securities of either CKH Holdings or Hutchison, should note that the Merger Proposal, the Spin-off Proposal and all transactions thereunder are subject to, among other things,
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