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World Wide Supply AS NOKm 100 share issue Investor presentation 13 - PowerPoint PPT Presentation

World Wide Supply AS NOKm 100 share issue Investor presentation 13 May 2014 Disclaimer This presentation (the Presentation) has been produced and delivered by World Wide Supply AS (the Company) and its contents is the sole


  1. World Wide Supply AS NOKm 100 share issue Investor presentation 13 May 2014

  2. Disclaimer This presentation (the “Presentation”) has been produced and delivered by World Wide Supply AS (the “Company”) and its contents is the sole responsibility of the Company. The Presentation and its contents are strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. By attending this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s business. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly the Company does not accept any liability whatsoever arising directly or indirectly from the use of this Presentation. This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forwardlooking statements concern future circumstances and results and other statements that are not historical facts. The forward-looking statements, contained in this Presentation, including assumptions, opinions and views of the Company are solely opinions and forecasts which are uncertain and subject to risks. A multitude of factors can cause actual events to differ significantly from any anticipated development. The Company cannot guarantee that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION. The Presentation has not been reviewed or registered with, or approved by, any public authority, stock exchange or regulated market place. The distribution of the Presentation, as well as any purchase, sale or transfer of securities issued by the Company, may in certain jurisdictions be restricted by law. Persons into whose possessions this Presentation may come are required by the Company to update themselves about and to comply with all applicable laws and regulations in force in any jurisdiction in or from which its invest or receives or possesses this Presentation and must obtain any consent or approval or permission required under the laws and regulations in force in such jurisdiction, and the Company shall not have any responsibility or liability with respect to the these obligations. This Presentation and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) . This document is being distributed to, and is directed only at, persons in member states of the European Economic Area (“EEA”) who are “professional investors” within the meaning of part I and II of Annex II of the MIFID directive (directive 2004/39/ec) (“professional investors”) . Any person in the EEA who receives this document will be deemed to have represented and agreed that it is a professional investor. In the United Kingdom this document is being distributed only to, and is directed only at, persons who are (i) investment professionals falling within article 19(5) of the financial services and markets act 2000 (financial promotion) order 2005 (as amended) (the “order”), (ii) high net worth entities falling within articles 49(2)(a) to (d) of the order or (iii) any other persons to whom it may be lawfully communicated (all such persons being referred to as “relevant persons”) . This document is addressed only to, and directed only at, relevant persons and qualified investors and must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons or (ii) in any member state of the EEA other than the United Kingdom, by persons who are not qualified investors. The content of this Presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own professional advisors for any such matters and advice. The information contained in this Presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for or purchase the securities discussed herein in any jurisdiction. Neither this Presentation nor any part of it shall form the basis of, or be relied upon in connection with any offer, or act as an inducement to enter into any contract or commitment whatsoever. This Presentation speaks as of the date of this presentation. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts. 2 2

  3. Agenda  Transaction summary  World Wide Supply overview  The vessels  Financials  Risk factors 3

  4. Summary WORLD WIDE SUPPLY World Wide Supply was founded 2010 by industrial and financial owners  Ship management by Remøy Management, in Brazil supported by UOS / Astromaritima  SIX VESSELS, ALL DELIVERED AND WITH CONRACTS All six vessels were delivered during 2013 and early 2014  Two vessels in the North Sea on 1-year contracts with GdF Suez (to April 2015 incl. options)  Four vessels with 4-year contracts with Petrobras in Brazil: the two first arrived Brazil on 10  May and the final two are enroute and expected to arrive by 21 May. The first two are expected to be on rate with Petrobras by end-May and the final two by mid-June NON-AMORTIZING FLEET LOAN AND 50% OF NET PROFIT AS DIVIDENDS FROM 2016 Fleet loan USDm 150 @ 7.75% without amortizations  Refinancing at ~69.5% vs. market value and ~77.5% vs. depreciated book value  Aim to pay 50% of net profits as dividends from 2016 (for 2015)  Current contracts yield annualized cash flow of USDm ~11  Post-money equity valuation USDm ~50  4

  5. Main terms Private Placement Timetable and Key Conditions  Private Placement of up to NOK 100 million  Application Period: [•] May 2014 @ 09:00 CET – [•] May 2014 @ 18:00 CET  New share issue: up to 11,019,568 new shares - The Book may be closed earlier or later at the  Issue price of NOK 9.0-10.0 per share company’s discretion, however in no event earlier  Number of shares pre-issue: 22,039,000 shares then [•] May 2014 @ 16:00 CET  Number of shares post issue: up to 33,058,568 shares  Minimum application: NOK equivalent to EUR 100,000  Notification of allocation: On or about [•] May 2014  New shares represent [31.0-33.3]% of shares  Payment : On or about [•] May 2014  Delivery: On or about [•] May 2014  Sydvestor AS will subscribe for 6.4% of the shares offered in the Private Placement, seeking to maintaining its ownership of 6.4%  Subject to investor demand, the Company will seek to  Allocation criteria: investor quality, timeliness and quality of have its shares listed on the Oslo Stock Exchange within 12 months order  Use of proceeds: Working capital and general corporate  Investor requirement: (i) Norwegian investors, (ii) purpose international institutional investors, and (iii) US 144A (QIB’s as defined by Rule 144A)  Documentation: investor presentation, terms of application and term sheet  Manager: Pareto Securities AS Please refer to the Terms of Application and Term Sheet for full details on the offering terms 5

  6. Sources and uses of funds  Total yard turnkey contract price including Summary of uses & sources of funds VTCs of EURm 149.7m, equivalent to NOK million NOK per share In USD million USDm 203.5 / NOKm 1,223 Pre-money cash equity NOKm 264 NOK/sh 12.0 USDm 44 New cash equity " 99 " 9.0 " 17 Total cash equity " 363 " 11.0 " 61  Total capital requirements of NOKm ~1,500 ADS equity " 243 " 41 Total equity " 606 " 101 including project costs and working capital Bond " 900 " 150 Total funds " 1,506 " 251  Total book equity of NOKm 606 post-money Yard price vessels NOKm 1,223 USDm 204 - Ordinary paid in equity of NOKm ~264 OFE " 19 " 3 Transaction costs " 83 " 14 - ADS structure equity of NOKm ~243 Working capital " 181 " 30 committed from Damen Total use of funds " 1,506 " 251 - New equity NOKm ~99 USD/NOK 6.00  USDm 150 / NOKm ~900 bond Number of shares post money 33.04 mill 6 Note: Figures based on EURUSD 1.36

  7. Agenda  Transaction summary  World Wide Supply overview  The vessels  Financials  Risk factors 7

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