Twelve Seas Investment Company
Twelve Seas Investment — SPAC Merger (November 2019)
43 slides from Twelve Seas Investment's SPAC merger presentation, Nov 25, 2019
Slide 1: Investor Presentation November 2019
1 November 2019 Investor Presentation
Slide 2: No Offer or Solicitation
2 No Offer or Solicitation This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to s ell , subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, n
Slide 3: Disclaimer: Forward Looking Statements
3 Disclaimer Forward Looking Statements This presentation contains "forward - looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements may be identified by words such as: "forecast," "in
Slide 4: Disclaimer: IFRS and Non-IFRS Financial Measures
4 Disclaimer Important Information About IFRS And Non - IFRS Financial Measures BPGIC’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the Int ern ational Accounting Standards Board and referred to in this proxy statement/prospectus as “
Slide 5: Management Team
5 Management Team Over 8 years of finance experience ▪ Vice President, Finance & Administration at the Rochester Institute of Technology, Dubai ▪ PriceWaterhouseCoopers (PwC), Capital Projects & Infrastructure ▪ Al Hilal Bank Saleh Yammout Chief Finance Officer ▪ Spearheads the expansion and future
Slide 6: Transaction Overview
6 Transaction Overview Nasdaq listed SPAC raised $207MM in June 2018 with focus on Eastern European and Middle East companies Premier independent midstream oil storage player in the UAE Only U.S. Listed Middle East Energy Infrastructure Company ▪ Transaction value: $1.08B ▪ Implied valuation: 8.4x a
Slide 7: Attractive Investment Opportunity
7 Attractive Investment Opportunity ▪ Compelling Entry Valuation: EV/EBITDA of 8.4x 1 vs closest publicly listed comp of 11.3x 2 ▪ Revenue Visibility: " take - or - pay" contracts for 100% of storage capacity, >50% of Revenue and >40% of EBITDA from fixed storage fees ▪ Upside Potential: EBITDA proj
Slide 8: Overview of Brooge Petroleum and Gas Investment Company FZE
8 Overview of Brooge Petroleum and Gas Investment Company FZE ▪ Brooge Petroleum and Gas Investment Company FZE (“BPGIC”) is a premier midstream oil storage company located in the United Arab Emirates, formed in 2013 ▪ BPGIC owns state - of - the - art crude, fuel and clean oil storage terminals in
Slide 9: Significant Financial Upside from New Phase III
9 Significant Financial Upside from New Phase III Commencing Now (1) Assumes construction cost of storage capacity for Phase III is the same as Phase I & II (which was ~$310mm for 1mm m3). (2) Incremental EBITDA assuming 3.5mm m 3 incremental Storage Capacity with similar pricing and ancillary servi
Slide 10: BPGIC History Overview
10 BPGIC History Overview 2010 2013 2014 2015 2016 2017 2018 2020 Beyond Phase I Phase II 2010 Market study & analysis 2013 ▪ Incorporated ▪ Initial land lease and development rights 2014 Port facility agreement entered with Port of Fujairah 2015 ▪ Phase I financing committed ▪ Plans finalized for P
Slide 11: Post Phase III, BPGIC Expected to Be Largest Storage Provider in Fujairah
11 21% 18% 13% 8% 5% 5% 5% 4% 4% 4% 4% 2% 2% 2% 1% 1% 17% 14% 10% 28% 4% 4% 4% 3% 3% 3% 3% 2% 2% 1% 1% 1% 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 M 3 Post Phase III, BPGIC is Expected to be Largest Storage Provider in Fujairah Existing Capacity (2,3) Capacity expansion projects (
Slide 12: Company Highlights & Strategy
12 Company Highlights & Strategy
Slide 13: Investment Highlights
13 Investment Highlights ▪ The Middle East is expected to continue to be the dominant crude oil exporter in the world with over 2,941,177 m 3 /d (~18.5 MMBbls/d) exported each year ▪ Increased energy trading activity in the region has driven the need for energy infrastructure ▪ Storage continues to
Slide 14: UAE's Business Friendly Policies Have Attracted Foreign Capital
14 The UAE’s Business Friendly Policies Have Attracted Foreign Capital 1 ADNOC (Abu Dhabi National Oil Company) 2030 Initiatives ▪ Create partnerships that deliver expertise, capital and technology and bring market access More Profitable Upstream ▪ Increase gasoline production to 10.2 mtpa by 2022 ▪
Slide 15: Favorable Industry Trends: Fujairah Port Traffic Growth
15 0 20 40 60 80 100 120 140 160 2010 2011 2012 2013 2014 2015 2016 2017 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E Millions of Metric Tons of Throughput per Year Dirty Product Clean Product Crude Favorable Industry Trends 1 Fujairah Port Traffic Has Seen Rapid Growth, and is Expected to Contin
Slide 16: World Expected to Rely on Middle East Crude
16 2017 2030 m 3 /d 1,350,874 1,171,065 MBbl/d 8,497 7,366 The World is Expected to Rely on Middle East Crude to Meet Long - Term Demand Crude Oil Flows From the Middle East Geographical Europe North Asia Europe Canada / USA Latin America Africa India Southeast Asia Middle East 2017 2030 m 3 /d 252,
Slide 17: The UAE Meets Every Key Criteria For Crude Oil Infrastructure Investment
17 Saudi Arabia United Arab Emirates Strategic Location ▪ Adjacent to major shipping routes, supplying major markets Political Stability ▪ Strong support for port development from local authorities Refining Center ▪ Significant refining capacity located nearby Port Infrastructure ▪ Large ports desig
Slide 18: Limited Available Land in Fujairah Suitable for Infrastructure
18 Limited Available Land in Fujairah Suitable for Infrastructure 2 BPGIC Phase III Initial Lease BPGIC is well positioned in the Port of Fujairah as demand for storage capacity increases Fujairah
Slide 19: Scarcity of Remaining Land Gives BPGIC a Competitive Advantage
19 Scarcity of Remaining Land in Fujairah Gives BPGIC a Competitive Advantage 2 Strategic storage facilities do not provide storage and ancillary service facilities to traders and do not represent a competitive threat to BPGIC Limited remaining suitable land available in Fujairah makes BPGIC well si
Slide 20: Premier Location, Fastest Turnaround Time
20 Premier Location, Giving End Users Fastest Turnaround Time Competitors have limited access to Matrix Manifold 2 which connects to the VLCC jetty – VLCC jetty provides access to very large crude carriers loading and discharging points with higher flow rates BPGIC is closest to Matrix Manifold 2 –
Slide 21: Long-Term Contracts Servicing Global End Users
21 Long - Term Contracts Servicing Global End Users Phase I Overview ▪ Fully - operational ▪ Clean oil and fuel oil terminals ▪ 14 oil tanks ▪ 399,324 m 3 (2.5 MMBbls) of capacity ▪ 4,500 m 3 (28 MBbls) / Hr flow rate Phase I End User ▪ Via a 3.5 year remaining take - or - pay contract for 100% of P
Slide 22: Well-Constructed Facilities, Best-in-Class Flow Rates
22 Well - Constructed Facilities Best - in - Class Flow - Rates Industry Leading Loss Ratios 11 Simultaneous Operations Barriers to Entry Award - Winning Storage Facilities ▪ Construction using high quality materials ▪ All tank bottoms coated and 2 tanks fully coated ▪ HDPE coating on the land to av
Slide 23: Ancillary Revenue Sources Drives EBITDA Diversification
23 Ancillary Revenue Sources Drives EBITDA Diversification 2020P Revenue Mix Fixed Revenue Sources (~54% of Current Revenue (1) ) Fixed Fee Storage ▪ Contracted capacity, take - or - pay structures Ancillary Revenue Sources (~46% of Current Revenue (1) ) Blending ▪ Blending of two or more batches of
Slide 24: Modular Refinery Diversifies EBITDA Growth
24 Modular Refinery Diversifies EBITDA Growth With Minimal Capital Investment 4 Overview Highlights Q1 2020 Expected to be Operational ~$25MM Expected Annual EBITDA 5 - Year Renewable Contract ~$0 Investment by BPGIC ▪ To be built on existing BPGIC land with no expected negative impact on Phase II c
Slide 25: Phase II Expansion Will More Than Double EBITDA by 2020
25 Phase II Expansion Will More Than Double BPGIC EBITDA by 2020 Phase II Build Out at Attractive Costs Phase II End User ▪ Contracted for 100% of Phase II capacity ▪ Storage fee contracted per Bbl / month ▪ Ancillary fees vary on service per cbm / month 4 (1) EBITDA divided by construction cost. ▪
Slide 26: Status Update on Phase II Expansion and Modular Refinery
26 1 st Quarter 2020 Expected completion date of Modular Refinery Construction Status Update on Phase II Expansion and Modular Refinery 4 (1) Capex spent to date includes capex spent before June 30, 2019 and remaining capex as of June 30, 2019. 2019: ~$9 million spent to date and ~$135 million remai
Slide 27: Projected 3Q 2020 Annualized Run-rate EBITDA of $128 million
27 Projected 3Q 2020 Annualized Run - rate EBITDA of $128 million ▪ Mix of fixed - fee and ancillary revenue provides combination of stability and growth potential ▪ The low - risk Phase II expansion is expected to more than double the existing capacity by 2Q 2020 ▪ The modular refinery targeted to
Slide 28: Leading Storage Provider in Fujairah Post Phase III
28 BPGIC is Expected to be the Leading Storage Provider in Fujairah Post Phase III 4 Phase III Summary Illustrative Phase III Blueprint ▪ Additional storage capacity of up to 3,500,000 m 3 , optimal product mix to be determined by FEED design ▪ Host 90% of planned Sahara refinery facilities and addi
Slide 29: Visible Near-Term Growth Trajectory
29 Visible Near - Term Growth Trajectory: Opportunities Available to BPGIC 5 Strategic Opportunities in Services ▪ Minimal Capital Expense investment ▪ Customer services under long - term contract ▪ Services will be recurring and scheduled ▪ Increases overhead infrastructure utilization/efficiency ▪
Slide 30: Financial Overview
30 Financial Overview
Slide 31: Key Financial Metrics
31 Key Financial Metrics $44.1 $52.4 $136.5 6/30 '19A Annualized 1Q '20P Annualized (Upon Refinery Completion) 3Q '20P Annualized (Upon Phase II Completion) $37.5 $45.8 $128.1 6/30 '19A Annualized 1Q '20P Annualized (Upon Refinery Completion) 3Q '20P Annualized (Upon Phase II Completion) Revenue (US
Slide 32: Ownership at Close, Sources and Uses (No Redemptions)
32 Ownership at Close (1)(2)(3)(5) Uses (USD MM) Sources (USD MM) Pro Forma Valuation (1)(2)(4) Note: Transaction assumes no Twelve Seas shareholder redeems and an estimated Trust cash of $213.7 million at Closing. (1) Excludes 20,000,000 Escrowed Shares to be released to existing BPGIC shareholder
Slide 33: Ownership at Close, Sources and Uses (Max Redemptions)
33 Ownership at Close (1)(2)(3)(5) Uses (USD MM) Sources (USD MM) Pro Forma Valuation (1)(2)(4) Note: Transaction assumes max Twelve Seas shareholder redemptions while leaving Closing Net Cash of $125 million (approximate ly 7.6 million shares redeemed at estimated redemption price of $10.32 based o
Slide 34: Escrow Requirements
34 Half Release Escrow Requirements (1) Expiration Shares Annualized Run - Rate EBITDA Target (2) Stock Price Threshold (3) 5 Years (4) ▪ 10 million shares to BPGIC owners ▪ 0.8 million shares to Sponsor $175 MM USD $12.50 USD OR (1) Escrowed shares consist of (i) 20 million from existing BPGIC shar
Slide 35: Illustrative Financial Impact from Phase III
35 Illustrative Uses (USD MM) Illustrative Financial Impact from Phase III After Completion (Assumes No Redemptions and Phase III Completion at EOY 2022) Illustrative Sources (USD MM) Illustrative Pro Forma Valuation (USD MM) (1)(2)(3)(4) (5) Includes estimated loans to fund completion of Phase II a
Slide 36: Free Cash Flow and Dividend Assumptions
36 Assumptions (1) BPGIC defines Free Cash Flow as EBITDA less change in working capital and capital expenditures (2) Assume 97% of Phase III EBITDA is Free Cash Flow (3) Assumes existing BPGIC, Founder, and Underwriter Shareholders waive dividend rights for two years (4) Phase II capital expenditur
Slide 37: Appendix
37 Appendix
Slide 38: BPGIC Well-Positioned to Benefit from IMO 2020
38 BPGIC is Well - Positioned to Benefit from IMO 2020 Implementation on Jan 1, 2020 for reduction in the sulfur level of bunker fuels used for ships Likely impact on the storage industry x Increased requirement for additional blending facilities and segregation of hydrocarbon cutter stocks to meet
Slide 39: Safety Performance Achievements – 2018
39 Safety Performance Achievements – 2018 2018 No. Focus Area Objective Target Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Remarks Target Achieved 1 Fatalities Zero work related incidents 0 0 0 0 0 0 0 0 0 0 0 0 0 100% 2 LTI Zero work related incidents 0 0 0 0 0 0 0 0 0 0 0 0 0 100% 3 Product Sp
Slide 40: Safety Performance Achievements – 2019
40 Safety Performance Achievements – 2019 2019 No. Focus Area Objective Target (Full Year) Jan Feb Mar Apr May Jun Jul Aug Sep Target Achieved (YTD) 1 Fatalities Zero work - related incidents 0 0 0 0 0 0 0 0 0 0 100% 2 LTI Zero work - related incidents 0 0 0 0 0 0 0 0 0 0 100% 3 Product Spills Minim
Slide 41: Summary of Comprehensive Income
41 Summary of Comprehensive Income (Values in USD million) 2017 (Restated) 2018 (Audited) 6/30/2018 (Unaudited) 6/30/2019 (Unaudited) Revenue 0.1 35.8 13.8 22.0 Storage fee 0.1 20.7 8.8 12.0 Ancillary services - 15.1 5.0 10.0 Direct costs (2.3) (9.6) (4.8) (5.0) Gross (loss) profit (2.2) 26.2 9.0 17
Slide 42: Statement of Financial Position
42 Statement of Financial Position (Values in USD million) 31 Dec’ 2018 (Audited) 30 June 2019 (Unaudited) Non - current assets Property, plant and equipment 197.6 205.9 Advances to contractors - 29.4 Total non - current assets 197.6 235.3 Current assets Inventories 0.1 0.2 Trade and other receivabl
Slide 43: Statement of Cash Flows
43 Statement of Cash Flows (Values in USD million) 2017 (Restated) 2018 (Audited) 6/30/2018 (Unaudited) 6/30/2019 (Unaudited) Cash flow from operating activities (Loss) profit for the year / period (3.7) 16.1 4.7 12.0 Adjustments (1) 1.7 13.9 6.2 6.8 Working capital changes (0.2) (2.0) (1.8) 0.8 Net