Non Non-Deal Roadshow Deal Roadshow Singapore / Hong Kong February 11-13, 2004 February 11-13, 2004 Ratchaburi Electricity Generating Holding Public Company Limited Ratchaburi Electricity Generating Holding Public Company Limited www.ratch.co.th www.ratch.co.th www.ratch.co.th www.ratch.co.th
Disclaimer Disclaimer The information contained in our presentation is intended solely for your personal The information contained in our presentation is intended solely for your personal reference only. In addition, such information contains projections and forward- looking statements that reflect the Company's current views with respect to future looking statements that reflect the Company's current views with respect to future events and financial performance. These views are based on assumptions subject to various risks. No assurance is given that future events will occur, that projections various risks. No assurance is given that future events will occur, that projections will be achieved, or that the Company’s assumptions are correct. Actual results may differ materially from those projected. differ materially from those projected.
Agenda Agenda Agenda Agenda � EGAT’s Acquisition of RATCH Shares EGAT’s Acquisition of RATCH Shares � RATCH’s Vision & Mission RATCH’s Vision & Mission � � RATCH’s Corporate Strategies RATCH’s Corporate Strategies RATCH’s Corporate Strategies RATCH’s Corporate Strategies � Power Industry Power Industry � Operating Performance Operating Performance � � Dividend Policy Dividend Policy Dividend Policy Dividend Policy � Credit News Credit News � Future Projects Future Projects � � Appendix Appendix Appendix Appendix • RATCH Overview • RATCH Overview • Investment Consideration • Awards in 2002 & 2003 • Awards in 2002 & 2003
EGAT’s Acquisition of EGAT’s Acquisition of EGAT’s Acquisition of EGAT’s Acquisition of RATCH Shares RATCH Shares RATCH Shares RATCH Shares
EGAT’s Acquisition of RATCH Shares EGAT’s Acquisition of RATCH Shares Transaction Transaction Transaction Transaction 5 Buyer Buyer : The Electricity Generating : The Electricity Generating Authority of Thailand (“EGAT”) Authority of Thailand (“EGAT”) Seller : Banpu Public Company Limited (“BANPU”) Number of Shares : 217,400,000 shares (14.99% of Number of Shares : 217,400,000 shares (14.99% of RATCH’s total shares) RATCH’s total shares) : Baht 43.8589 per share Price : February 23,2004 Transaction Date
EGAT’s Acquisition of RATCH Shares EGAT’s Acquisition of RATCH Shares Transaction Detail Transaction Details Transaction Detail Transaction Details 6 • EGAT will be obligated to conduct a tender offer since its shareholding will cross the trigger point of 50% (from 45% to shareholding will cross the trigger point of 50% (from 45% to 59.99%) 59.99%) • However, EGAT will segregate around 20% of RATCH into • However, EGAT will segregate around 20% of RATCH into escrow account with voting-right of these shares are not permitted to be exercised. Consequently, SEC has granted a waiver to EGAT for not having to make a tender offer. waiver to EGAT for not having to make a tender offer.
EGAT’s Acquisition of RATCH Shares EGAT’s Acquisition of RATCH Shares Specified Conditions Associated with Waiver to EGAT Specified Conditions Associated with Waiver to EGAT Specified Conditions Associated with Waiver to EGAT Specified Conditions Associated with Waiver to EGAT 7 • There must be an approval from the Cabinet that RATCH does not have to conform to the rules and regulations applying for the state enterprise prior to conform to the rules and regulations applying for the state enterprise prior to EGAT’s acquisition is being completed. • • EGAT must assure that the number of EGAT’s voting-shares in RATCH will EGAT must assure that the number of EGAT’s voting-shares in RATCH will not aggregate up to half of the total Company’s voting-shares. Furthermore, EGAT must submit all the contracts involving the segregation of shares and EGAT must submit all the contracts involving the segregation of shares and the confirmation for not exercising these voting shares to SEC. • • EGAT shall not increase its representative proportion in RATCH’s Board of EGAT shall not increase its representative proportion in RATCH’s Board of Directors. • • In case that EGAT proposes to issue the approximately 20% of RATCH as In case that EGAT proposes to issue the approximately 20% of RATCH as Non-Voting Depository Receipt (NVDR), EGAT must conform with the rules and regulation of Thai NVDR Company Limited. and regulation of Thai NVDR Company Limited. • EGAT must complete this acquisition within 6 months, starting from January 6, 2004 onwards, otherwise the waiver period will be terminated. 6, 2004 onwards, otherwise the waiver period will be terminated.
RATCH’s Vision & Mission RATCH’s Vision & Mission RATCH’s Vision & Mission RATCH’s Vision & Mission
RATCH’s Vision & Mission RATCH’s Vision & Mission RATCH’s Vision & Mission RATCH’s Vision & Mission 9 Vision Vision Vision Vision To operate power generation business, to deliver To operate power generation business, to deliver satisfaction to customers and to create appropriate satisfaction to customers and to create appropriate returns to shareholders, employees and society, returns to shareholders, employees and society, while adhering to the principles of good corporate while adhering to the principles of good corporate governance.
RATCH’s Vision & Mission RATCH’s Vision & Mission RATCH’s Vision & Mission RATCH’s Vision & Mission 10 Mission Statement Mission Statement Mission Statement Mission Statement RATCH will expand its investment in the power and related businesses with regard to: � Returns to shareholders, employees and society. � Returns to shareholders, employees and society. � Use of environmental-friendly, safety and advanced � Use of environmental-friendly, safety and advanced technology in power generating process. � Development and improvement of employees' competence. competence. � Honest management in accordance with the Good � Honest management in accordance with the Good Corporate Governance Principles.
RATCH’s Corporate Strategies RATCH’s Corporate Strategies RATCH’s Corporate Strategies RATCH’s Corporate Strategies
RATCH’s Corporate Strategies RATCH’s Corporate Strategies RATCH’s Corporate Strategies RATCH’s Corporate Strategies 12 With the established vision and mission, RATCH With the established vision and mission, RATCH focusing on enhancing shareholder value by crafting the focusing on enhancing shareholder value by crafting the focusing on enhancing shareholder value by crafting the focusing on enhancing shareholder value by crafting the company’s strategies with following details; company’s strategies with following details; 1. Intensive Growth 1. Intensive Growth Focusing on engaging in any green field power plant projects. 2. Joint Venture Collaborating with strategic partners on possible power generating Collaborating with strategic partners on possible power generating investment projects. 3. Merger and Acquisition 3. Merger and Acquisition Managing to acquire existing IPP and/ or SPP projects which obtained Managing to acquire existing IPP and/ or SPP projects which obtained PPA from EGAT. 4. Diversification Growth 4. Diversification Growth Seeking to invest in related power generating business.
Power Industry Power Industry Power Industry Power Industry
Power Industry Power Industry Thai Electricity Market Structure Thai Electricity Market Structure – Enhanced Single Buyer (ESB) Thai Electricity Market Structure Thai Electricity Market Structure – Enhanced Single Buyer (ESB) Enhanced Single Buyer (ESB) 14 Enhanced Single Buyer (ESB) Private Power Producer Private Power Producer Foreign Purchase Foreign Purchase IPP SPP Generation Regu EGAT SO Transmission gulator or PEA PEA MEA MEA Distribution Distribution Purchase Direct ct ase USER Source: Ministry of Energy, Royal Thai Government Source: Ministry of Energy, Royal Thai Government EGAT : Electricity Generating Authority of Thailand EGAT : Electricity Generating Authority of Thailand PEA : Provincial Electricity Authority MEA : Metropolitan Electricity Authority IPP : Independent Power Producer IPP : Independent Power Producer SPP : Small Power Producer SO : System Operator
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