investor update - whitepages › 096e726f-0482-411e-b644-ee34357a… · state grid corporation of...

INVESTOR

UPDATE

JUN 2016

Presenters 2

Michael Zhong

Deputy Chief Financial Officer

David Gillespie

GM Corporate Finance

Jean Feng

Treasury Manager

Joanne Pearson

Chief Financial Officer

Agenda 3

SGSPAA Business Overview

Capital Restructure

Investment Strengths

Financial Overview

Program Details

Ownership 4

Singapore Power

(SP)

Aa2 / AA

Singapore Power International

(SPI)

100%

State Grid Corp. of China

(SGCC)

Aa3 / AA-

State Grid International Development Australia Investment

Company Limited (SGID)

A / A1

SGSPAA

A3 / BBB+

100%

40% 60%

• SGCC is the world largest utility company.

• SP is a leading energy utility company in Asia Pacific.

State Grid Corporation of China (SGCC) 5

SGCC International Presence 6

SGSP (Australia) Assets

AusNet Services

Singapore Power Group 7

SP Telecommunications

Singapore District Cooling

Power Automation (51%)

AusNet Services

Australia Companies Singapore Companies

Jemena

Zinfra

SP PowerAssets

PowerGas

SP Cross Island Tunnel Trust 2

SP PowerGrid

SGSPAA

A3 / BBB+

SP Training and Consultancy Company

SP Services

AA / Aa2

1

40%

31.1%

Issuer

Notes: 1 Companies where shareholding interest is not indicated, Singapore Power Limited has 100% shareholding. 2 SP PowerAssets Limited is the trustee-manager of SP Cross Island Tunnel Trust and all units in SP Cross Island

Tunnel Trust are held by Singapore Power Limited.

http://www.singaporepower.com.sg/html/home/home_frameset.html

SGSPAA at a Glance 8

Strong shareholders

Established & diversified business

• SGCC is the largest utility in the world and has been ranked 7th in the Fortune

Global 500 for the past 5 consecutive years from 2011

• SP is a leading energy utility company in the Asia Pacific region

• Jemena: Regulated gas and electricity distribution and contracted gas transmission

• Zinfra: Contracted and competitive services business

Stable cash flows

• 99% of CY15 EBITDA from regulated networks and contracted pipeline revenues

• Growing Regulated Asset Base (RAB)

• JGN regulatory reset commenced 1 July 15 (appeal in progress), JEN commenced

1 Jan16 (final decision received on 26 May 16)

Regulatory regime • Transparent and well established regulatory regime

Investment grade credit ratings

• SGSPAA is rated A3 (Stable) / BBB+ (Stable) by Moody’s and Standard & Poor’s

(S&P) respectively

Broad Geographic Footprint 9

Regulated, Contracted & Network Services Businesses in Victoria, New South Wales,

Queensland, South Australia, Tasmania, Western Australia & Australian Capital Territory

Notes: 1 Northern Gas Pipeline is currently under construction.

1

Consolidated Performance 10

CY15 Revenue A$1,794M CY15 EBITDA A$988M CY15 Capex A$509M

Zinfra, 25%

Jemena Gas Transmission & Water Dist,

12%

Jemena Electricity Network,

25%

Jemena Gas Network,

35%

Infrastructure Services,

1.5%

Infrastructure Investment,

1.5%

Notes: CY15 financials are based on the statutory accounts for 12 months ended Dec 15.

Zinfra, 1%

Jemena Gas Pipelines,

17%


26%

Jemena Gas Network,

45%


11%

Zinfra, 3%

Jemena Gas Pipelines,

21%

Jemena Electricity

Network, 32%

Jemena Gas Network, 43%

Other, 1%

11

Jemena

Gas Network

(JGN)

• Asset type: Regulated

• Approx. RAB: A$3.2B as at 31 Dec 15

• Length of mains: approx. 25,000kms

• Stable customer growth

• Over 1.25 million customer connections as at

31 Dec 15

• Access arrangement from Jul 15 to Jun 20

– Forecast RAB growth of 3.7% p.a.

12 Jemena Gas Network

Operational Review Financial Highlights (A$M) 1

512

365

145

584

414

145

527

395

155

619

450

221

-

200

400

600

800

Revenue EBITDA Capex

FY13 FY14 CY14 CY15

EBITDA Contribution 1

Volumes & Customer Connections 2

1,166 1,203 1,232 1,251

95 91

90 91

1,100

1,150

1,200

1,250

1,300

-

50

100

FY13 FY14 CY14 CY15

Customer Connections ('000s) Volume (Pj)Notes: 1 CY14 represents a 9 month period from 1 Apr 14 to 31 Dec 14. 2 For the year ended 31 Dec 15 based on Regulatory Information Notices.

EBITDA margin: 73% Jemena

Gas Network,

45%

Rest of

Group, 55%

13

Jemena

Electricity Network

(JEN)


• Approx. RAB: A$1.3B1 as at 31 Dec 15

• Line length: approx. 6,100kms

• 1 of 5 licensed elect distribution networks in

VIC

• Over 321,000 customers as at 31 Dec 15

• Regulatory period from Jan 16 to Dec 20

– Forecast RAB growth of 6.6% p.a.

14 Jemena Electricity Network (incl. AMI)



Volumes & Customer Connections 3

Notes: 1 RAB includes AMI RAB. 2 CY14 represents the 9 month period from 1 Apr 14 to 31 Dec 14. 3 For the year ended 31 Dec 15.

363

182 142

390

216 192

315

181

112

448

268

165

-

100

200

300

400

500


FY13 FY14 CY14 CY15

EBITDA margin: 60% Jemena

Electricity Network,

26%

Rest of

Group, 74%

318 320 320 321

4,328 4,229 4,136

4,212

316

318

320

322

2,000

3,000

4,000

FY13 FY14 CY14 CY15

Customer Connections ('000s) Volume (GWh)

15

Jemena Gas

Pipelines

• Asset type: Contracted

• Eastern Gas Pipeline (EGP) – 130 PJ pipeline into

Sydney

• Queensland Gas Pipeline (QGP) – 55 PJ pipeline into

growing industrial hub in Queensland

• VicHub connects pipelines that feed into Sydney,

Melbourne and Tasmania

• Colongra (Col) Pipeline – delivers gas to Snowy

Hydro’s gas turbine facility on the Central Coast of

NSW

• Northern Gas Pipeline (NGP): Jemena won the bid to

build and operate the North East Gas Interconnector

in 2015. The pipeline will link Northern Australia’s gas

fields to the east coast gas market.

16 Jemena Gas Pipelines



EBITDA Margin

Notes: 1 CY14 represents the 9 month period from 1 Apr 14 to 31 Dec 14.

EBITDA margin: 79%

181

136

13

187

140

9

144

117

59

213

169

107

-

50

100

150

200

250


FY13 FY14 CY14 CY15

Jemena

Gas Pipelines,

17%

Rest of

Group, 83%

75% 75% 82% 79%

0%

20%

40%

60%

80%

100%

FY13 FY14 CY14 CY15

North East Gas Interconnector (NEGI)

• Jemena successfully won the bid to

build and operate the Northern

Territory Gas Pipeline in Nov 15.

• The 623km pipeline will link the

Northern Territory's Amadeus

pipeline to Queensland's

Carpentaria pipeline between

Tennant Creek and Mount Isa,

driving commercial exploration and

development of currently untapped

gas reserves, unlocking the next

phase of economic growth for the

Territory.

• Decision made to build NGP as 12”

pipeline, capital expenditure re-

profiled and additional capital for

gas processing opportunities. Key

procurement activity is underway.

• The project is estimated to cost

$800M with gas expected to flow to

east coast markets from end 2018.

17

18

Asset

Investments


• Electricity and gas distributor: Delivers

electricity and gas to approx. 324,000

customers in ACT & NSW

• Partnership with Icon Water Limited, a

government owned company with assets and

investments in water, wastewater, electricity,

gas and telecommunications

• Regulatory reset periods from Jul 14 to Jun 19

(electricity) and Jul 16 to Jun 21 (gas)

19 ActewAGL Distribution Partnership (AAD)

Operational Review EBITDA Contribution 1

Historical EBITDA (A$M) 2

Notes: 1 Based on CY15 Actual EBITDA. 2 CY14 represents the 9 month period from 1 Apr 14 to 31 Dec 14.

Actew AGL, 8%

Rest of Group, 92%

56 66

50

75

-

10

20

30

40

50

60

70

80

FY13 FY14 CY14 CY15


• RAB: A$2.3B as at 31 Dec 15

• Electricity distributor: Delivers electricity to

approx. 660,000 customers in VIC

• Line length: approx. 13,000kms

• Regulatory reset period from Jan 16 to Dec 20

20 United Energy Distribution (UED) (34%)

Operational Review EBITDA Contribution 1

Historical EBITDA (A$M) 2

Notes: 1 Based on CY15 Actual EBITDA. 2 CY14 represents the 9 month period from 1 Apr 14 to 31 Dec 14.

UED, 3%

Rest of Group, 97%

20 26

15

45

-

5

10

15

20

25

30

35

40

45

50

FY13 FY14 CY14 CY15

• Asset type: Contracted / Competitive services

business

• 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

• Services provided include engineering,

maintenance, network operational services,

construction and service integration

22 Zinfra

Operational Review Financial Highlights 1


Notes: 1 CY14 represents the 9 month period from 1 Apr 14 to 31 Dec 14. 2 Based on CY15 Actual EBITDA.

Zinfra, 1%

Rest of Group, 99%

EBITDA margin: 2%

636

16

550

29

447

14

570

9

-

100

200

300

400

500

600

Revenue EBITDA

FY13 FY14 CY14 CY15

Agenda 23


Capital Restructure


Financial Overview

Program Details

Capital Restructure – Key Changes 24

New simplified capital structure will simplify the company’s balance sheet.

Previous Capital

Structure

A$4.2B non-interest

bearing Trust Loan,

treated as current

liability and A$100

ordinary shares.

Subordinated to senior

lenders.

Receive 100% equity

credit from S&P and

75% from Moody’s.

New Capital

Structure

A$3.2 ordinary shares

and A$800M

convertible

instruments.

Subordination of

convertible instrument

interest consistent with

previous structure.

Has received 100%

equity from both S&P

and Moody’s.

Capital Restructure – Commercial Drivers 25

Capital restructure focused on strengthening credit profile

Key

Commercial

Drivers

Long Term Structure

Flexible Investment

Returns

Strengthen Credit

Rating and Profile

Reduced Complexity

and Compliance

Improved Free Cash

Flow

Conversion Option

Agenda 26


Capital Restructure


Financial Overview

Program Details

Investment Strengths 27

Diversified Asset Base

Predictable & Stable

Cashflows

Regulatory Regime

Investment Grade Credit

Ratings

Skilled & Experienced Shareholders

Diversified Asset Base

• Assets are regulated / supported by long-term contracts

• Assets are in good condition and are expected on average to have remaining useful

lives of 30 years

28

Asset Diversity by Energy Source

Generation Transmission Distribution Retail

Generation Transmission Distribution Retail

Regulated / Contracted

· Jemena Electricity Networks

· UED

· ActewAGL

· Jemena Gas Networks

· ActewAGL

· Jemena Gas Pipelines

Electricity

Gas

29 Predictable and Stable Cash Flows

Predictable Cash Flows from Predominantly Regulated & Contracted Business

EBITDA Contribution by Type EBITDA Contribution by Segment

Zinfra, 1%

Contracted, 17%

Regulated, 82%

Zinfra, 1%

Jemena Gas

Pipelines, 17%


26%

Jemena Gas

Network, 45%


11%

Regulatory Framework

• Opportunity to earn higher returns through capital and operating efficiencies

• Provides high degree of certainty – Tariff largely “locked-in” for 5 years

• RAB is indexed to inflation – natural hedge against CPI

• Volume risk borne by Jemena for Gas. Electricity subject to revenue cap from 1 Jan 16

• Cost of debt transitioning to 10 year trailing average

30

Established & Transparent Regulatory Regime

Regulated

Revenue

WACC

Regulated

Asset Base

(RAB) Value

Operating &

Maintenance Depreciation Taxes

Expenditure

Incentive

Outcomes = x + + + +

Regulatory Guidelines 31

• Regulatory WACC’s are set with reference to rate of the day observations for cost of equity

and a ten year trailing average for cost of debt

• There will be a transition to the 10 year trailing average over a 10 year period

• The AER increased discretion regarding:

- Expenditure assessments and incentives (for electricity)

- Rate of return forecasting (for gas and electricity)

• Requirement to consult on expenditure forecasts (for electricity)

• Establishment of the Consumer Challenge Panel within the AER

• AER publish an annual electricity benchmarking report

• Greater use of benchmarking to assess forecast expenditure for electricity

• Australian Competition Tribunal must be satisfied that an amended decision would be

‘materially preferable’ by reference to the long-term interests of consumers

Rate of

Return

Guidelines

Regulatory

Discretion

Consumer

Engagement

Cost

Benchmarking

Merits

Review

Process

Final Decision for JGN & JEN

• Final Decision for JGN

32

A$M (Nominal) Initial Proposal

(Apr 15)

Final Decision

(May 16)

Variance (%)

(Proposal vs

Decision)

Smoothed Revenue 1581.4 1471.7 -7%

Operating Expenditure 600.2 551.6 -8%

Capital Expenditure 926.3 940.7 2%

Nominal Vanilla WACC (%) 7.18% 6.37% -1%

Energy forecast (MWh) 22,084,107 21,974,374 0%

A$M (Nominal) Revised Proposal

(Mar 15)

Final Decision

(Jun 15)

Variance (%)

(Proposal vs

Decision)

Smoothed Revenue 2605.2 2229.0 -14%

Operating Expenditure 891.0 872.0 -2%

Capital Expenditure 1231.7 1051.8 -15%

Nominal Vanilla WACC (%) 7.06% 5.41% -2%

Energy forecast (TJ) 407,779 410,195 1%

Notes: This excludes any impact of the merit review process. Merits review appealed by AER. Outcome not known until 2017/18.

Estimated upside on gamma and cost of debt.

Notes: This final determination is subject to limited merits review.

• Final Decision for JEN

Long-term rating:

A3 (Stable)

Diversified portfolio of quality gas and

electricity transportation assets support

low business risk profile. Mature

regulatory environment and long-term

contracts underpin predictable cash

flow generation.”

- Moody’s Credit Research, 25 Jun 15

33 Investment Grade Credit Ratings

Management Targets Investment Grade Rating

Moody’s

Long-term rating:

BBB+ (Stable)

“The stable outlook reflects the stability

and strength of cashflows from

SGSPAA’s monopoly regulated

businesses.”

- S&P Rating Direct, 21 Jul 15

Standard

& Poor’s

Long-term rating:

AA- (Neg) / Aa3 (Neg)

• Largest power grid constructor and operator in

the world.

• Transmission and distribution network covers

88% of the geographical area of China and

servicing over 1.1B population.

• Asset, revenue and profit grew steadily.

• Ranked 7th in the Fortune Global 500.

• Global footprints in overseas utility investment as

long-term strategic investor.

34 Skilled & Experienced Shareholders

Shareholders are leading owners and operators of utility infrastructure globally

State Grid

Corp. of

China

(60%)

Long-term rating:

AA (Stable) / Aa2 (Stable)

• A leading energy utility company in the Asia

Pacific region.

• Experienced management team.

• Established track record in operating

transmission and distribution assets in Australia.

Singapore

Power

(40%)

Agenda 35


Capital Restructure


Financial Overview

Program Details

36 Performance Summary 5 Yr Trend

Revenue (A$M) EBITDA (A$M)

NPAT (A$M) 1 Normalised NPAT (A$M) 1 & 2

1,746 1,763 1,719

1,426

1,794

1,200

1,300

1,400

1,500

1,600

1,700

FY12 FY13 FY14 CY14 CY15

723 765 877 755 988

41% 43% 51% 53% 55%

0%

20%

40%

60%

80%

100%

300

400

500

600

700

800

900

1,000

1,100


191 168

228 239

339

80

130

180

230

280

330

380


184 186

265 255

339

100

150

200

250

300

350

400


Notes: 1 FY13 NPAT excludes the A$407k impairment loss. 2 Sourced from internal management reports. Excludes exceptional items. 3 CY14 reflects 9 months from 1 Apr 14 to 31 Dec 14.

37 Credit Metrics 5 Yr Trend

Gearing Ratio 1 FFO / Net Interest

Interest Cover Ratio FFO / Debt 2

42.6%

49.2% 50.5% 50.0% 50.3%

65.0%

20.0%

40.0%

60.0%


2.7x 2.7x 2.9x 3.2x 3.6x

2.4x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x


2.2x 2.4x 2.6x

3.0x 2.8x

1.8x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x


Board approved distribution policy set to maintain stand alone BBB+ credit metrics

12.3% 11.3%

13.7% 14.9% 14.6%

9.5%

0.0%

5.0%

10.0%

15.0%


Notes: 1 In September 2015 the Company's shareholders restructured their investment in the Company with Trust Loans repaid and replaced with equity and convertible instruments.

The convertible instruments are interest bearing at the fixed rate of 10.25% per annum and are convertible into ordinary shares at the discretion of the holders until mandatory

conversion in 2050. Historically, Trust loans have been classed as Equity for Gearing purposes (FY12 - CY14). 2 CY15 Net Interest bearing debt excludes Convertible Instruments.

Debt Profile 38

Diversified Debt Portfolio

Debt Facilities Maturity Profile Debt Facilities Breakdown

- - 125

- - - - -

194

400 -

- 150

750 723

479 100

-

-

-

-

- -

-

42

400

300 600

600

- -

-

-

200

400

600

800

1,000

CY16 CY17 CY18 CY19 CY20 CY21 CY22 CY23

144A MTN Wcap Committed Bank Loans

A$M

Bank Debt 2,042 42%

Capital Markets

2,822 58%

A$M

Regulatory Hedging 39

Minimum 90% of regulated debt is hedged

Policy

Interest Rate Risk Management

To replicate AER’s cost of debt determination

(the risk free rate of return component)

To look at average Debt % of regulated Assets

Base (RAB) for hedging

Approach for Regulatory Hedge

Daily execution during

observation window

Deals across one to ten years

maturities

Average fix hedge rate to

match AER’s determination

Agenda 40


Capital Restructure


Financial Overview

Program Details

Medium Term Note Programme 41

Issuer SGSP (Australia) Assets Pty Limited (Formerly known as SPI (Australia) Assets Pty

Limited)

Guarantors

• Jemena Limited

• Jemena Eastern Gas Pipeline (1) Pty Limited

• Jemena Eastern Gas Pipeline (2) Pty Limited

• Jemena Queensland Gas Pipeline (1) Pty Limited

• Jemena Queensland Gas Pipeline (2) Pty Limited

Issuer Rating Moody’s: A3 (Stable) / Standard & Poor’s: BBB+ (Stable)

Programme Size USD 5,000,000,000

Trustee Citicorp Investment Bank (Singapore) Limited

Listing Singapore (SGX)

Governing Law English Law (Australian Law for AMTNs)

Guarantor Structure 42

Total assets of the guarantors are no less than 90% of the total SGSPAA group assets

United Energy Distribution Holdings

VicHub

Zinfra

Jemena Electricity Distribution Network (Vic)

Jemena Gas Distribution Network (NSW)

Rosehill

Colongra

ActewAGL

Jemena Limited

Jemena Eastern Gas Pipeline 2

Jemena Queensland Gas Pipeline 1

Aquanet

SGSP (Australia) Assets Pty Ltd (SGSPAA)

Issuer Guarantor

100%

100%

50%

100%

100%

100%

100%

100%

100%

100%

34%

Notes: 1 Jemena Queensland Gas Pipeline (1) Pty Ltd and Jemena Queensland Gas Pipeline (2) Pty Ltd. 2 Jemena Eastern Gas Pipeline (1) Pty Ltd and Jemena Eastern Gas Pipeline (2) Pty Ltd.

Questions 43

44 Further Information and Contacts

Level 16, 567 Collins Street

Melbourne, VIC 3000

Australia

T: +61 3 9173 7000

F: +61 3 9173 7516

http://www.jemena.com.au

SGSP (Australia) Assets Pty Ltd

David Gillespie

PO Box 16182

Melbourne, VIC 3000

Australia

T: +61 3 9173 7914

F: +61 407 863 795

[email protected]

Further information:

http://www.jemena.com.au/

mailto:[email protected]

Disclaimer and Important Information 45

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 3 June 16. 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 and Important Information (cont’) 46

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.

Disclaimer and Important Information (cont’) 47

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 30 May 2016.

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 & Poor's (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 & Poor's 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.

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