Transcript Document

INVESTOR UPDATE
June 2014
Presenters
2
• Ms. Joanne Pearson
CFO, SGSPAA
• Mr. David Gillespie
GM Planning, Investment &
Funding, SGSPAA
Agenda
SGSPAA Business Overview
Investment Strength
Financial Overview
Program Details
Summary and Questions
3
Ownership
4
State Grid Corp. of China
(SGCC)
AA- / Aa3
100%
100%
State Grid International
Development Australia
Investment Company Limited
（SGID）
60%
•
•
•
•
Singapore Power
（SP）
AA / Aa3
Singapore Power
International (SPI）
40%
SGSPAA
On 3 Jan 2014, SGID and SPI announced that all conditions to the sale announced in May
2013 had been met and the transaction had completed. SGID now owns 60% of the company.
The name of the company has been changed from SPI (Australia) Assets Pty Ltd to SGSP
(Australia) Assets Pty Ltd (SGSPAA).
There has been no change to existing senior management as a result of the transaction and
the shareholders have endorsed the existing strategy.
The company’s financial year end will change from Dec 14 (to a Dec year end).
State Grid Corporation of China
5
AA - / Aa3
China Operations
Overseas Operations ( via SGID)
Issuer
SGSPAA (60%)
BBB+ / Baa1
Regional Power Grid (5)
Provincial Electric Power
(26)
Research Institutes (5)
Electrical Equipment
Manufacturing (4)
Power Transmission Lines
in Brazil (100%)
National Grid Corp. of the
Philippines (40%)
Portugal National Power
Grid – REN (25%)
Jemena
Zinfra
SP Ausnet (19.9%)
ElectraNet (46.56%)
Finance Business (2)
HK Electric Investments
(18%)
Singapore Power Group
6
AA / Aa3
Singapore Operations
Australia Operations
Issuer
40%
SP PowerAssets
SP Training and
Consultancy Company
PowerGas
SP
Telecommunications
Jemena
SP PowerGrid
Singapore District
Cooling (60%)
Zinfra
SP Services
SGSPAA
BBB+ / Baa1
31.1%
SP AusNet
SGSPAA at a Glance
Established &
diversified business
• Jemena: Regulated gas and electricity distribution and contracted gas transmission
• Zinfra: Contracted and competitive services business
Stable cash flows
• 96% of FY13/14 EBITDA from regulated networks and contracted pipeline revenues
• Growing Regulated Asset Base (RAB)
• Next regulatory reset 1 July 2015 (JGN) and 1 January 2016 (JEN)
Regulatory regime
• Transparent and well established regulatory regime
Strong shareholders
• SGCC is the largest utility in the world and ranked 7th in the Fortune Global 500
• SP is a major energy utility company in the Asia Pacific region
Investment grade
credit ratings
• SGSPAA is rated BBB+ (Stable) / Baa1 (Stable) by Standard & Poor’s (S&P) and
Moody’s respectively.
7
Broad Geographic Footprint
8
Assets 100% Owned & Managed by SPIAA
SGSPAA
Darwin
3
Brisbane
10
1
Jemena Electricity Distribution Network
2
Jemena Gas Distribution Network
3
Queensland Gas Pipeline (QGP)
4
Eastern Gas Pipeline (EGP)
5
VicHub Interconnect Facility
6
Aquanet Recycled Water Network Sydney
7
Colongra Gas Transmission & Storage Facility
Assets Partially Owned by SGSPAA
SPIAA
7
Perth
Adelaide
8
ActewAGL Partnership (50%)
9
United Energy Distribution Network (34%)
2 10
8 10
6
Canberra
4
9
1 10
Sydney
Zinfra
5
Melbourne
10
10
Zinfra Group – Provision of Third Party Services
Hobart
Regulated, Contracted & Network Services Businesses in Victoria, New South Wales,
Queensland, Tasmania, Western Australia & Australian Capital Territory
Consolidated Performance
FY14 Revenue A$1,719M
FY 14 EBITDA A$877M
Infrastructure
Investments, 1%
Zinfra, 4%
Infrastructure
Investments, 11%
Jemena Gas
Network,
34%
Jemena
Electricity
Network,
23%
9
Other, 3%
Zinfra, 5% Jemena Gas
Pipelines,
2%
Jemena Gas
Pipelines,
16%
Zinfra, 31%
Jemena Gas
Pipelines,
11%
FY14 Capex A$375M
Jemena Gas
Network,
39%
Jemena Gas
Network,
45%
Jemena
Electricity
Network,
24%
Jemena
Electricity
Network,
51%
10
Jemena
Gas Network
Jemena Gas Network
11
Financial Highlights (A$M)
Operational Review
•
•
•
•
•
Asset type: Regulated
(1)
800
600
RAB: A$2.3B as at 1 Jul 2010
400
Length of mains: approx 24,000kms
200
463
584
512
365
333
414
171
145
145
-
Stable customer growth
Revenue
EBITDA
FY12
Over 1.2 million customer connections as at 31 Mar
2014
FY13
Capex
FY14
EBITDA Contribution
• Access arrangement from Jul 2010 to Jun 2015
– Forecast RAB growth of 4.9% p.a.
(2)
EBITDA margin: 71%
Jemena Gas
Network,
45%
Rest of
Group, 55%
Volumes & Customer Connections (2)
120
100
92
95
91
1,200
1,180
80
1,160
60
1,140
40
20
Notes
1. Sourced from internal management reports
2. For the year ended 31 Mar 2014
1,220
1,120
1,131
1,166
1,203
FY12
FY13
FY14
-
1,100
1,080
Customer Connections ('000s)
Volume (Pj)
12
Jemena
Electricity
Network
Jemena Electricity Network (Incl. AMI)
Financial Highlights (A$M)
Operational Review
•
•
•
•
•
•
500
Asset type: Regulated
400
RAB: A$0.9B(1) as at 1 Jan 2011
300
Line Length: approx 6,000kms
100
1 of 5 licensed elect distribution networks in Vic
Over 319,000 customers as at 31 Mar 2014
Regulatory period from Jan 2011 to Dec 2015
– Forecast RAB growth(2) of 6.9% p.a.
13
324
363
(3)
390
183
200
216
182
184
142
192
Revenue
EBITDA
FY12
FY13
Capex
FY14
EBITDA Contribution
(4)
Jemena
Electricity
Network, 24%
EBITDA margin: 55%
Rest of Group,
76%
Volumes & Customer Connections
4,500
4,431
4,328
4,229
324
4,000
320
3,500
3,000
Notes
1. RAB includes AMI RAB
2. For JEN RAB only (excluding AMI)
3. Sourced from internal management reports
4. For the year ended 31 Mar 2014
316
2,500
317
320
320
FY12
FY13
FY14
2,000
312
Customer Connections ('000s)
Volume (GWh)
Jemena Electricity Network (AMI Only)
Financial Highlights (A$M)
Operational Review
• Asset type: Regulated
• RAB: A$0.1B as at 1 Jan 2013
• Number of meters installed: Over 306,000 as at 31
Mar 2014 (Completion percentage: 95%)
14
80
60
45
51
58
46
40
24
26
34
29
35
20
Revenue
EBITDA
FY12
FY13
Capex
FY14
EBITDA Contribution
EBITDA margin: 59%
AMI, 4%
Rest of Group,
96%
Notes
1. Sourced from internal management reports
2. For the year ended 31 Mar 2014
(1)
(2)
15
Jemena Gas
Pipelines
Jemena Gas Pipelines
16
Financial Highlights (A$M) (1)
Operational Review
• Asset type: Contracted
• Eastern Gas Pipeline (EGP) - 106 PJ pipeline into
Sydney
• Queensland Gas Pipeline (QGP) - 52 PJ pipeline
into growing industrial hub in Queensland
• VicHub connects pipelines that feed into Sydney,
Melbourne and Tasmania
• Colongra (Col) pipeline - delivers gas to Delta
Electricity’s gas turbine facility on the Central Coast
of NSW
200
166
187
181
150
124
136
140
100
50
13
10
Revenue
EBITDA
FY12
FY13
Capex
FY14
EBITDA Contribution (2)
Jemena Gas
Pipelines, 16%
EBITDA margin: 75%
Rest of Group,
84%
EBITDA Margin
100%
80%
60%
40%
75%
75%
75%
FY12
FY13
FY14
20%
Notes
1. Sourced from internal management reports
2. For the year ended 31 Mar 2014
0%
9
Gas Market Developments
Large scale LNG export projects
• QCLNG, GLNG & APLNG
• Approx. 27 million TJ LNG export
• Almost 3000 TJ/day
Changing domestic market dynamics
• Eastern Australian gas flows changing
• Domestic demand is competing with LNG
exports at a time when domestic contracts are
up for renewal.
• Significant reductions in gas flowing from
Cooper Basin to NSW
• Cooper gas being drawn north
17
18
Asset
Investments
ActewAGL
19
EBITDA Contribution
ActewAGL Distribution Partnership (50%)
Actew AGL, 8%
• Asset type: Regulated
• Elect and gas distributor: Delivers electricity and
gas to ~293,000 customers in ACT & NSW
• Partnership with ACTEW Corporation Limited, a
government owned company with assets and
investments in water, wastewater, electricity, gas &
telecommunications
• Regulatory reset periods from Jul 2009 to Jun 2014
(electricity) & Jul 2010 to Jun 2015 (gas)
• Transitional Regulatory Period announced in Apr
14 for the period Jul 14 to Jun 15. Subsequent
Regulatory Period to cover Jul 15 to Jun 19.
(1)
Rest of Group,
93%
Historical EBITDA (2)
66
70
60
56
56
FY12
FY13
50
40
30
20
10
-
Notes
1. For the year ended 31 Mar 2014
2. Sourced from internal management reports
FY14
United Energy Distribution (UED)
EBITDA Contribution
United Energy Distribution (34%)
(1)
UED, 3%
• Asset type: Regulated
.• RAB: A$1.6B as at 30 Jun 2011
• Elect distributor, Delivers elect to approx 640,000
•
•
20
customers in VIC
Line Length: Approx 13,000kms
Current regulatory reset from Jan 2011 to Dec 2015
Rest of Group,
97%
Historical EBITDA (2)
30
26
25
20
20
15
11
10
5
FY12
Notes
1. For the year ended 31 Mar 2014
2. Sourced from internal management reports
FY13
FY14
21
Zinfra
22
Financial Highlights (A$M)
Operational Review
• Asset type: Contracted / Competitive services business
1,200
.
1,000
• Provides range of services to companies within the
SGSPAA group and to third parties
• Zinfra has developed a substantial operational presence
across Australia primarily to target the outsourcing of
construction and maintenance activities by utilities and
adjacent markets
1,026
800
636
600
550
400
200
16
9
Revenue
EBITDA
FY12
FY13
FY14
EBITDA Contribution
• Services provided include engineering, maintenance,
network operational services, construction and service
integration
(1)
EBITDA margin: 5%
Note
1. The financials in FY12 include the Asset Management business prior to the establishment of Zinfra. Sourced
from internal management reports
2. For the year ended 31 Mar 2014
Zinfra, 4%
Rest of Group,
96%
(2)
29
Agenda
SGSPAA Business Overview
Investment Strengths
Financial Overview
Program Details
Summary and Questions
23
Investment Strengths
24
1. Diversified
Asset Base
5. Skilled &
Experienced
Shareholders
4. Investment Grade
Credit Ratings
2. Predictable & Stable
Cash Flows
3.Regulatory Regime
& Recent
Developments
1. Diversified Asset Base
25
Regulated / Contracted
Electricity
Generation
Transmission
Distribution
Retail
•Jemena Electricity Networks
• UED
• ActewAGL
Gas
Production
Transmission
•Jemena Gas Pipelines
Distribution
Retail
•Jemena Gas Network
• ActewAGL
•
Assets are regulated natural monopolies / supported by long-term contracts
•
Assets are in good condition and are expected on average to have remaining useful lives of 30 years
Asset Diversity by Energy Source
2. Predictable & Stable Cash Flows
EBITDA Contribution by Type (1)
EBITDA Contribution by Segment (2)
Zinfra, 4%
Zinfra, 4%
Contracted,
17%
Regulated,
79%
26
Infrastructure
Investments,
11%
Jemena
Gas
Network,
45%
Jemena
Gas
Pipelines,
16%
Jemena
Electricity
Network,
24%
Non-regulated/contracted
Predictable Cash Flows from Predominantly Regulated &
Contracted Business
3. Regulatory Regime & Recent Developments
•Sets out proposed changes for setting the regulated WACCs for the next JEN and JGN price reviews
•A trailing average approach, assuming a ten year term, is proposed to be used to calculate cost of debt
Rate of Return •Gamma proposed to be set at 0.5, as opposed to the 0.25
Guidelines
Regulatory
Discretion
Consumer
Engagement
•Rule changes give the AER greater discretion regarding:
•Expenditure assessments and incentives (for electricity)
•Rate of return forecasting (for gas and electricity)
•Requirement to consult on expenditure forecasts (for electricity)
•Release of AER’s Consumer Engagement Guideline, applicable to electricity and gas
•Establishment of the Consumer Challenge Panel within the AER
•AER will publish an annual electricity benchmarking report from Oct 14
•Greater use of benchmarking to assess forecast expenditure for electricity
Cost
Benchmarking
•Australian Competition Tribunal must now be satisfied that an amended decision would be ‘materially preferable’
Merits Review by reference to the long-term interests of consumers
Process
27
3. Regulatory Regime & Recent Developments
• Offers incentives to earn higher returns through capital and operating efficiencies
• Provides high degree of certainty – Tariffs “locked-in” for 5 years
• RAB is indexed to inflation – natural hedge against CPI
• Volume risk borne by Jemena
• Expenditure Incentive Outcomes currently only apply to Jemena’s electricity distribution business
Established & Transparent Regulatory Regime
28
4. Investment Grade Credit Ratings
Standard
& Poor’s
Long term rating:
Moody’s
29
Long term rating:
BBB+ (Stable)
Baa1 (Stable)
“The stable outlook reflects the stability
and strength of cashflows from
SGSPAA’s monopoly regulated
businesses”.
• SGSPAA’s fundamental credit profile
reflects its low business risk,
underpinned by the stable cashflow
predominantly generated from its
diversified portfolio of low risk gas
and electricity infrastructure assets.”
- Moody’s Credit Opinion, Jan 2014
-S&P Research Update, Dec 2013
Management targets investment grade rating
5. Skilled & Experienced Shareholders
State Grid
Corp. of
China
(60%)
Long term rating:
AA- (Stable)
> Transmission and distribution network
covers 88% of the geographical area of
China.
> Asset, revenue and profit grew
steadily.
> Revenue was approximately US$300
billion and ranked 7th in the Fortune
Global 500.
> A number of overseas investments in
Australia, Brazil, Philippines and
Portugal.
Singapore
Power
Long term rating:
(40%)
AA (Stable)
> A major energy utility company in
the Asia Pacific region.
> Experienced management team.
> Established track record in operating
transmission and distribution assets in
Australia.
Strong, experienced shareholders
30
Agenda
SGSPAA Business Overview
Investment Strength
Financial Overview
Program Details
Summary and Questions
31
Performance Summary 4 Yr Trend
Revenue (A$M)
32
EBITDA (A$M)
1,000
1,750
900
1,700
800
1,650
700
1,763
1,600
1,550
1,719
1,746
600
80%
42%
41%
60%
51%
43%
40%
500
1,605
400
1,500
20%
677
723
765
877
FY11
FY12
FY13
FY14
300
FY11
FY12
FY13
NPAT (A$M)
(1)
FY14
280
230
250
200
220
170
190
228
140
194
110
191
0%
Normalised NPAT (A$M)
260
160
130
168
80
Note
100%
177
184
186
FY11
FY12
FY13
(2)
265
100
FY11
FY12
FY13
FY14
1. The FY13 NPAT has excluded the A$407 impairment loss resulting from the acquisition transaction.
2. Sourced from internal management reports. Excludes exceptional items.
FY14
Credit Metrics 4 Yr Trend
Gearing (1)
33
FFO/ Net Interest Expense
60.0%
40.0%
3.0x
6.0x
2.5x
5.0x
2.0x
4.0x
3.0x
1.5x
20.0%
49.1%
40.3%
51.7%
43.3%
1.0x
2.5x
2.7x
2.7x
2.9x
FY12
FY13
FY14
Note
1. Trust Loans have been accounted for as equity for Gearing calculations
5.0x
FY11
FY12
5.1x
4.8x
1.0x
0.0x
0.0x
FY11
4.7x
2.0x
0.5x
0.0%
Net Interest Bearing Debt
/ EBITDA (A$M)
FY11
FY12
FY13
FY14
FY13
FY14
Liquidity / Cash Investment
Liquidity / Cash Investment
(A$M)
34
FY12
FY13
FY14
Regulated Business Capex
317
267
339
Contracted Business Capex
9
12
9
Zinfra Capex
22
12
16
Other Capex
102
18
11
Total
449
310
375
Trust Loan Repayment
200
400
400
Capital expenditure include both growth and replacement Capex
Debt Profile
35
Debt Facilities Maturity Profile
Debt Facilities Breakdown
A$M
1,000
Capital
Markets 68%
800
600
400
144
-
400
200
-
-
800
500
550
750
594
479
150
125
100
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
MTN
144A
Bank Debt
32%
Committed Bank Loans
Diversified Debt Portfolio
Agenda
SGSPAA Business Overview
Investment Strength
Financial Overview
Program Details
Summary and Questions
36
Medium Term Note Programme
37
Issuer
SGSP (Australia) Assets Pty Limited (Formerly know as SPI (Australia) Assets Pty Limited)
Issuer Rating
Standard & Poor’s: BBB + (Stable) / Moody’s: Baa1 (Stable)
Programme Size
USD 4,000,000,000
Trustee
Citicorp Investment Bank (Singapore) Limited
Listing
Singapore (SGX)
Governing Law
English Law (Australian Law for AMTNs)
Jemena Limited
Jemena Eastern Gas Pipeline (1) Pty Limited
Guarantors
Jemena Eastern Gas Pipeline (2) Pty Limited
Jemena Queensland Gas Pipeline (1) Pty Limited
Jemena Queensland Gas Pipeline (2) Pty Limited
Guarantor Structure
38
SGSP (Australia) Assets Pty Ltd (SGSPAA)
Issuer
100%
Jemena Limited
Jemena Queensland Gas Pipeline (2)
100%
Jemena Gas Distribution Network
(NSW)
Jemena Eastern Gas Pipeline (1)
100%
Jemena Electricity Distribution Network
(Vic)
VicHub
ActewAGL
United Energy Distribution Holdings
Colongra
Zinfra
Rosehill
Aquanet
50%
100%
100%
100%
100%
34%
100%
100%
100%
Issuer
Guarantor
Offering Circular (OC) updates
• Update to AER Guidelines – Page 96 of the OC includes a reference to the Australian Energy Regulator's (AER)
process to develop a set of guidelines that set out how it will apply amended rules. As at the date of the OC, being 5
December 2013, these guidelines were not yet finalised. These guidelines have since been finalised by the AER in
December 13 (and are available on the AER’s website) and they will be used to set out how the AER intend to apply the
new rules.
• Change of Ownership – Pages 84 – 96 of the OC include tables sourced from a third party publication (State of the
Energy Market Report) that is dated 20 December 2012. Jemena’s new ownership structure is not shown in a selection
of those tables (given that the ownership change occurred post production of the tables).
• Update to Figure 1.(3) – Page 79 of the OC includes a figure headed “SPIAA Group’s Internal Management and
Reporting Structure”. This figure should show that SGSPAA owns 50% of ActewAGL and 34% of UED (consistent with
the remainder of the OC and the financial statements).
• The changes mentioned above have come to the Company’s attention and will be updated as part of its normal yearly
update process for the OC.
39
Agenda
SGSPAA Business Overview
Investment Strength
Financial Overview
Program Details
Summary and Questions
40
Questions
Any further questions?
41
Further Information and Contacts
SGSP (Australia) Assets Pty Ltd
For further information please contact:
David Gillespie
321 Ferntree Gully Road,
Mt Waverley, VIC, 3149
Australia
Mt Waverley, VIC, 3149
Australia
Tel: +61 3 8544 9000
Fax:
Locked Bag 7000,
Tel:
+61 3 8544 9888
Website: www.jemena.com.au
+61 3 8544 9517
+61 407 863 795
Email:
[email protected]
42
Disclaimer & Important Information
43
You must read the following notices before reading or making any use of this presentation or any information contained in this presentation. By
continuing to read, use or otherwise act on this presentation, you agree to be bound by the following terms and conditions, including any modifications to
them.
The contents of this presentation, including without limitation, statements, estimates and/or projections provided with respect to the business
and assets (including anticipated future business performance of such business or assets) of SPI (Australia) Assets Pty Ltd (SGSPAA) and/or its
related companies/related bodies corporate (collectively, the SGSPAA Companies), do not constitute any representation, warranty, guarantee or
undertaking (whether express, implied or otherwise) on the part of any of the SGSPAA Companies as to past, present or future matters.
This presentation contains summary information about the SGSPAA Companies and their activities current as at 1 June 2014. The information in this
presentation is of general background and does not purport to be complete. SGSPAA may in its absolute discretion, but without being under any
obligation to do so, update or supplement this presentation. Any further information will be provided subject to these terms and conditions.
Not financial product advice
This presentation is for information purposes only and is not a prospectus, product disclosure statement, or other similar disclosure document under the
laws of any jurisdiction. This presentation does not contain financial product or investment advice or a recommendation to acquire securities in the
SGSPAA Companies and is not intended to provide the basis of any credit or other evaluation. It has been prepared without taking into account the
objectives, financial situation or needs of individuals. Nothing in this presentation constitutes legal, financial, tax or other advice. Before making an
investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial
situation and needs and seek legal and taxation advice appropriate to their jurisdiction. SGSPAA is not licensed to provide financial product advice in
respect of its securities. This presentation is based on information supplied by SGSPAA and from sources believed to be reliable. No attempt has been
made to independently verify the information.
Past performance
Past performance and any pro forma financial information given in this presentation is given for illustrative purposes only and should not be relied
upon as (and is not) an indication of future performance. The historical information included in this presentation is, or is based on, information that
has previously been released to investors.
Future performance
Certain statements, beliefs and opinions contained in this presentation, particularly those regarding the possible or assumed future financial or other
performance of the SGSPAA Companies, industry growth or other trend projections are or may be forward-looking statements. Forward-looking
statements can be identified by the use of forward-looking terminology, including, without limitation, the terms “believes”, “estimates”, “anticipates”,
“expects”, “intends”, “plans”, “goal”, “target”, “aim”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include all matters that are not historical facts. Such forward-looking statements,
estimates or projections are based on a large number of assumptions and are subject to significant business, economic and competitive uncertainties
and contingencies, many of which are outside the control of the SGSPAA Companies. Undue reliance should not be placed on such forward-looking
statements, estimates or projections. Forward-looking statements are based on assumptions and are not guarantees of future performance. Actual
outcomes may vary materially from those indicated and SGSPAA is under no obligation to update you if they do
No representation, warranty, guarantee or undertaking (whether express, implied or otherwise) is made that any statement, estimate or projection
contained herein will be realised or that any information, statement, estimate or projection contained herein is complete or accurate.
Disclaimer & Important Information (continued)
.
No liability
SGSPAA has prepared this presentation based on information available to it at the time of preparation and subject to the qualifications in this
presentation. No statement or information contained in this presentation may be relied on by any person or entity for any purpose whatsoever and
nothing herein is intended to induce any person to enter any contract or arrangement with any of the SGSPAA Companies. No representation or
warranty, express or implied, is made as to the fairness, accuracy, adequacy, validity, correctness or completeness of the information, opinions and
conclusions contained in this presentation. None of the SGSPAA Companies, or their respective officers, employees and advisers, will accept any
responsibility or liability whatsoever for any loss, claim, damage, liability, action, proceedings, costs (including legal costs) or expense incurred or
suffered in relation to, in connection with or resulting from any reliance, access or use by any person or entity on any information or statement
contained in this presentation.
SGSPAA makes no representation that there will be no change (or any development likely to lead to change) in the prospects, results or general
affairs of SGSPAA or the information contained in this presentation at any time subsequent to the date of this presentation.
Professional or sophisticated investor
No action has been taken by SGSPAA or any other person which is intended to permit possession or distribution of this presentation or any other
material issued by or on behalf of SGSPAA in any jurisdiction where action for that purpose is required. SGSPAA does not represent that this
presentation may be lawfully distributed in any jurisdiction.
By attending or receiving this presentation, you represent and warrant that:
(a) if you are located in Australia, you are either:
(i) a "Sophisticated Investor" within the meaning of section 708(8) of the Corporations Act 2001 (Cth) (the Act); or
(ii) a "Professional Investor" within the meaning of section 708(11) of the Act; or
(iii) another person in respect of whom disclosure is not required under Part 6D.2 and 7.9 of the Act
(b) if you are located in any other jurisdiction, you are a person who may attend or receive this presentation under all applicable laws, and to whom
SGSPAA securities could lawfully be sold under all applicable laws, without the need for any registration, lodgment or other formality (legal or
otherwise).
This presentation does not constitute an offer or advertisement
This presentation is not and should not be considered an offer or an invitation to acquire securities in the SGSPAA Companies or any other financial
products and does not and will not form any part of any contract for the acquisition of securities in the SGSPAA Companies. This presentation does
not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any 'U.S.
person' (as defined in Regulation S under the US Securities Act of 1933, as amended (Securities Act) (U.S. Person)). SGSPAA securities have not
been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be
offered, sold, delivered or transferred in the United States or to any U.S. Person without being so registered or pursuant to an exemption from
registration.
44
Disclaimer & Important Information (continued)
45
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Distribution
Distribution of this presentation outside Australia may be restricted by law. Persons who come into possession of this presentation and are not in
Australia, should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of
applicable securities laws. Recipients of this presentation shall not reissue, circulate, or distribute this presentation, except in accordance with all
applicable law.
Risks
An investment in SGSPAA involves certain risks which are discussed in the “Risk Factors” section of the SGSPAA Offering Circular dated 5 December
2013 (as supplemented in February 2014).
Credit Ratings
No credit rating agency has been involved in the preparation of this presentation. A rating is not a recommendation to buy, sell or hold securities and
may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
Credit ratings in respect of SGSPAA securities or SGSPAA are for distribution to persons who are not a “retail” client within the meaning of section
761G of the Act and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Part
6D.2 or 7.9 of the Act and in all circumstances as may be permitted by applicable law in any jurisdiction in which an investor may be located. Anyone
who is not such a person is not entitled to receive this presentation and anyone who receives this presentation must not distribute it to any person who
is not entitled to receive it.
The credit ratings of SGSPAA referred to in this presentation have been issued by Standard & Poors (Australia) Pty Ltd and Moody’s Investor Services
Pty Ltd neither of which is established in the European Union and/or has applied for registration under Regulation (EC) No. 1060/2009 as amended by
Regulation (EC) No. 513/2011(the “CRA Regulation”) but their credit ratings are endorsed on an ongoing basis by Standard & Poors Credit Market
Services Europe Limited (respectively) pursuant to and in accordance with the CRA Regulation. In general, European regulated investors are
restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and
registered under the CRA Regulation or issued by a credit ratings agency established in a third country but whose credit ratings are endorsed by a
credit ratings agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating
agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA
Regulation and such registration has not been refused or is provided by a third country rating entity whose ratings are disclosed in that registration
application as being ratings that will be endorsed by the relevant entity in the European Union.