the israel electric corporation ltd. october, 2010
TRANSCRIPT
The Israel Electric Corporation Ltd.
October, 2010
Disclaimer
“This document has been prepared solely for use at an institutional investors’ conference call (this document and the related conference call being referred to together as this
“Presentation”). By receiving and reading this document, or by participating in the related conference call, you agree to be bound by the following limitations.
This Presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of The Israel
Electric Company Limited (the “Company”). It is solely for information purposes and is not an invitation or inducement to enter into any investment activity. In addition, it has no
regard to the specific investment objectives, financial situation, or particular needs of any recipient in any jurisdiction. No part of this Presentation, nor the fact of its distribution,
should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
This Presentation has not been prepared for use in connection with any possible offering of securities to be offered by the Company. Any purchase of securities of the Company
should be made solely on the basis of information contained in an offering circular and any supplemental offering circular to be distributed in respect of every future offering. The
information contained in this Presentation has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance
should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. It should not be treated as giving investment advice
nor should it be regarded by recipients as a substitute for the exercise of their own judgment. The Company shall have no liability whatsoever (in negligence or otherwise) for any
loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation.
This Presentation is only for persons having professional experience in matters relating to investments.
This Presentation is made to and directed only at (i) to qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) in the United States
in reliance on Rule 144A, or (ii) outside the United States, in reliance on Regulation S.
This Presentation and its contents are confidential and must not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Failure
to comply with this restriction may constitute a violation of applicable securities laws. If you have received this document and you are not the intended recipient you must return it
immediately to the Company. This Presentation does not constitute a recommendation regarding the securities of the Company.
This Presentation includes forward-looking statements, including statements regarding the Company’s expectations and projections for future operating performance and business
prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project”, “plan”, “intend” and “may” and similar words or expressions identify forward-looking statements. In
addition, all statements other than statements of historical facts included in this Presentation are forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause actual results or performance of the Company to differ materially from those expressed or implied by such
forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the
environment in which the Company will operate in the future. Reliance should not be placed on these forward-looking statements. The Company expressly disclaims any
obligation or undertaking to release any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard
thereto or any change of events, conditions or circumstances on which any such statement was based. The Company expressly disclaims any obligation or undertaking to update
any forward-looking statements contained herein.
The information and opinions contained in this document are provided as at the date of this Presentation and are subject to change without notice and the Company is not under
any obligation to update or keep current the information contained in the Presentation.
Furthermore, you should consult with your own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that you deem it necessary, and make
your own investment, hedging and trading decisions (including decisions regarding the suitability of an investment in securities issued by the Company) based upon your own
judgment and advice from such advisers as you deem necessary and not upon any view expressed in this Presentation.”
2
Contents
1. The Israel Electric Corporation Overview
2. Operating Environment
3. Financial Overview
4. Key Investment Highlights
5. Appendices – Summarized Financial Statements
3
1. The Israel Electric Corporation Overview
4
The Israel Electric Corporation Ltd.
The Israel Electric Corporation (IEC) was established in 1923
99.85% owned by the state of Israel
Generates, transmits and distributes substantially all the electricity in the State of Israel
The largest infrastructure company in Israel with the one of the largest turnovers in the Israel’s economy.
Thermal Power Plant
Gas Turbine
H1 2010 Customer Breakdown By Electricity Sales
29%
33%
8%
3%
21%
6%Residential
Public & Commercial
Palestinian Authority
Agricultural
Industrial
Water Pumping
IEC’s Operating Statistics
2009 H1 2010
Capacity (MW) 11,664 12,014
Peak Demand (MW) 9,900 10,700
Electricity Sales (GWh) 48,947 23,757
Population (Millions) 7.5 7.6
Customers (Millions) 2.5 2.5
5
IEC’s Organization Structure
Board ofDirectors
President& C.E.O
* Generation &Transmission
Customers EngineeringProjects
StrategicResources
Finance &Economics
Organization,Logistics,Security & Emergency
Generation
Transmission& Substations
Organization,Quality & Safety
Central Security
Marketing
NorthernDistrict
Regulation &Economics
Construction
Engineering
InformationSystems &
Communication
Planning,Development& Technology
BusinessInitiation
Accounting &Economics
Finance
SouthernDistrict
JerusalemDistrict
DanDistrict
HaifaDistrict
Supply &Stores
Logistics &Real Estate
SystemOperation
FuelAdministration
Secretary of the Board of Directors
Internal Auditor& IEC Ombudsman
General Counsel &Company Secretary
CompanySpokesman
Marketing &Communication& Advisor to the CEO on Strategy
Executive Vice President
HumanResources
Board ofDirectors
Legend
President& C.E.O
Executive/Senior Vice President
VP Division/District
Unit
Department
* Senior Vice President, Generation & Transmission serves as Executive Vice President.
6
Strong Government Ties and Corporate Governance
TariffRegulation(Electricity Authority)99.85%
State of IsraelOwnership
Appointmentof Board Members
Ownership of the
Coal Company
StrategicImportanceto Economy
Committed to Securing Reliable
Electricity Supplies
As a 99.85% State owned company, certain actions of the Company require the approval of the Government, the Government Companies Authority (GCA), the Ministry of National Infrastructures or the Ministry of Finance
IEC is subject to an audit by Israel’s State Controller
IEC is obliged to nominate at least three directors possessing professional accounting and financial skills
IEC has adopted IFRS (starting Q1 2008) in accordance with the provisions of the GCA regulations
7
2. Operating Environment
8
0
10,000
20,000
30,000
40,000
50,000
60,000
19
60
19
70
19
80
19
90
20
00
20
02
20
04
20
06
20
08
20
10
E
20
12
E
20
14
E
Elecricity Sales in 2009 48,947 GWH
Capacity Expansions and Electricity Sales
Continuing Reliability of the Electricity Supply is Crucial to Israel's Growth
14
,18
6
14
,18
6
13
,71
2
13
,32
61
2,7
69
11
,66
4
11
,64
91
1,3
23
10
,89
91
0,4
80
10
,08
31
0,1
17
9,9
02
9,6
79
9,1
29
6,9
20
5,0
65
4,0
61
2,7
37
2,1
82
1,2
32
72
7
41
0
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
19
60
19
70
19
80
19
90
20
00
20
02
20
04
20
06
20
08
20
10
E
20
12
E
20
14
E
IEC IPPs
Annual Electricity Demand 1960 – 2014E¹CAGR of 3.6% for the period 1999-2009
IEC Installed Capacity Growth1960 – 2014E2
GWH MW
1 According to base scenario. 2 Installed capacity for years 2011-2014 as in 5 year forecast prepared on September 2010. Not including the IPP’s that generate for their own consumption.
2013
E
200
9
201
1E
9
Improved Reliability of Supply
0
100
200
300
400
500
600
700
800
900
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Interruptions from faults outside the grid Interruptions from faults in the grid Planned interruptions
725
839839
534
595 584
502463
348
The index of minutes of non-supply decreased in the last 21 years by 86%
The index of minutes of non-supply decreased in the last 21 years by 86%352 363
229 207 203 183 202 178151
135179
134 124
10
121
Operational efficiency(Cumulative change rates)
-5%
0%
5%
10%
15%
20%
25%
30%
35%
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Installed capacity (MW) Electricity sales (GWH) Number of generation segment workers
Increase/decrease in%
11
Capex Program 2011 - 20151
IEC’s investment plan will accumulate to $5.6 billion by 2015 (Billions of USD as of June 30, 2010)
Note: Currency conversion based on the exchange rate of NIS3.875 = US$1 as of June 30, 2010.
0.1 0.1 0.1 0.1 0.1
0.3 0.3 0.3 0.3 0.3
0.2 0.2 0.2 0.2 0.2
0.6 0.60.5 0.5
0.4
-0.1
0.1
0.3
0.5
0.7
0.9
1.1
1.3
1.5
2011 2012 2013 2014 2015
Miscelleanous Distribution Transmission Generation
1.2 1.2
1.1 1.1
Cumulative Investment Program 2011 - 2015
Total of 2,006 MW (out of which 639 MW to be financed by IEC) of new generation capacity
Average annual investment of $ 1.1 billion (or the equivalent in other currency)
45% for generation projects
26% for distribution systems
16% for transmission
13% for miscellaneous
Average annual capital raising forecast of $ 0.8 billion (or the equivalent in other currency)
474 MW386 MW 516 MWTotal Generation Capacity Coming Online (MW)
Bill
ion
s o
f U
SD
3474 MW – 3263 MWEmergency Plan Capacity Only (MW)
1.0
3630 MW
12
2,006 MW
2737 MW
Total
1 All numbers derived from the 5 year preliminary forecast prepared on September 2010.2 Total generation capacity increased as a result of the emergency plan including 2009 (120 MW X 2) and 2010 (788 MW) will reach 1,765 MW.3 The assumption is that the financing of the second phase of the Emergency Plan and Project D will not be carried out by IEC.
–
– –
Financial Sources to Finance the Development Plan for the Years 2011 - 20151
(Billions of USD as of June 30, 2010)
Internal resources 6.3
Debt repayment (4.7)
Internal resources after debt repayment 1.51.5
External resources 3.8
TotalTotal 5.35.3
Note: Currency conversion based on the exchange rate of NIS3.875 = US$1 as of June 30, 2010.
1 All numbers derived from the 5 year preliminary forecast prepared on September 2010.
13
Operational Excellence: Emergency Plan
The Ministry of National Infrastructures approved an Emergency Plan to accelerate the development of the generation segment
The Emergency Plan scheduled for operation by 2013 is intended to increase the Company’s generation capacity by 1,765 MW until 2013
Account for a considerable delay in incorporation of Independent Power Producers ("IPPs")
Aggregate estimated cost: ¹NIS 9.2 billion
NIS 3.6 billion is for the first phase² of Emergency Plan. Financing the first phase: NIS 2 billion are collected via the electricity tariff , during the
years 2009-2010 3NIS 0.9 billion (€ 185 million) of the aggregate estimated
cost will be financed by consortiums of banks’ loan. The outstanding investment will be financed by reducing or
postponing other investments
NIS 5.6 billion is for the second phase of Emergency Plan. Financing for the second phase should not be carried out by IEC.
Overview Financing of the Emergency Plan
1. Including CCGT Alon Tavor 260 MW (2012) + 115 MW (2013).2. The first phase is planned to be completed by the end of 2010.
14 3. Currency conversion based on the exchange rate of NIS 4.7575 = EUR1 as of June 30, 2010.
Fuel Diversification: From Coal to Natural Gas
IEC uses natural gas as part of its fuel mix since February 2004
The increased use of natural gas is driven by the need to diversify IEC’s fuel mix, increase its generation capacity, as well as to maintain a low cost structure and limited pollution level
Coal45.9%
Fuel oil3.0%
Natural gas
48.4%
Diesel oil2.7%
Generation Mix by Fuel Type
2009 2013E
Coal64.7%Fuel oil
1.2%
Natural gas
32.6%
Diesel oil1.5%
IEC plans to significantly increase its use of natural gas during the coming years
Recently a new natural gas reservoir with almost 200 BCM (billion cubic meters) has been discovered off shore Israel (Tamar).
An additional natural gas reservoir has been discovered recently off shore Israel (Leviathan) with potential of 400 to 500 BCM (probability of 50%).
The Implications of the recent gas fields discoveries on IEC’s generation and transmission segments are being studied.
15
2006
Coal70.9%
Fuel oil5.5%
Natural gas
18.1%
Diesel oil5.5%
Tariff Regulation Principles
The average price per KWh sold is 10 USD cents as of February 2010.
Rates are set by the Electricity Authority based on IEC’s current basket of costs structure together with a fair rate of return on capital less an efficiency factor
Tariff is examined every two weeks by the PUA based on the publication of fuel prices and CPI
Current tariffs updated on the occurrence of the earliest of three possible events:
• A change to the costs of at least 5.5%
• A change to the costs basket of at least 3.5% (provided that three months have elapsed from the last update); and
• When six months have elapsed from the last update
Amortization factors per Kwh sold representing the expected efficiency and intended to reflect economies of scale at cumulative annual rates.
Note: Tariff components for February 15, 2010Source: IEC’s estimates.
Key Elements of Tariff Basket of Costs
The basket of costs used to determine the Tariff include:
• Fuel component – based on a cost pass-through basis
• Financing component – including currency hedging
• Operation and maintenance costs
16
Fuels46%
Others6%
Depreciation15%
Capital13%
Operation20%
.
Principles of the new tariff base for the generation segment for 2010-2014 - Fuel costs
Fuel mix
To define the fuel basket , the PUA made the following assumptions:Forced unavailability of generation units and maintenance schedulesNormative operation dates of the generation unitsOperation regime of the generation units
The fuel basket will be retroactively updated on the annual update for the period from January to December.
17
Principles of the new tariff base for the generation segment for 2010-2014 - Capital costs
Return on equity
Generation 7.8%
Transmission 5.5%
Low and high voltage 6.2%
Financing basket Weight
The NIS financing basket 50%
Hedged financing basket 36%
The NIS financing basket at higher interest rates 14%
1/3 Equity
2/3 Foreign capital
Financial
leverage
The hedged amount is approximately NIS 12.3 billion according to the determining basket of April 2010. This amount will be linked to the USD and the Euro at 75% and25% rates, respectively.
18
Tariff update
Current update
The current update of the tariff will be performed as follows:When the total cost per KWH sold changes by more than 5.5%. If three months has elapsed since the last update and the total cost changes by at least 3.5%.
Six months after the last update.
Annual update
In April of each year, the PUA carries out an annual update of the various components of the recognized costs:Financing rate of foreign capitalFuel mix.Compensation for delays in updating the tariff.Recognized assetsAmount of the recognized capital for hedging.
19
Supply of Electricity to the State of Israel Ensuring reliable supply of electricity to its consumers, while maintaining sufficient electricity reserve, long-
term profitability and financial stability of the Company by implementing an $ 5.6 billion investment program during 2011-2015
Fuel Diversification Diversify fuel mix, while maintaining an efficient and effective cost structure while minimizing pollution levels
Business growth drivers Leveraging the engineering and technological capabilities of the Company Entering business initiatives abroad Entering business initiatives in the field of renewable energy and other business developments (such as
Smart Grid)
Key Strategic Targets
20
Business growth drivers
Technological Incubator The Israel Electric Corporation (IEC) established an internal venture unit (“Technological Incubator”) to provide a framework of
investment and support services to develop, advance, and commercialize promising, innovative ideas. This unit will reach out to entrepreneurs, “innovators,” inventors, and others to submit ideas and proposals in energy field areas. The selected proposals will become very early stage business ventures operating within the Technological Incubator framework.
They will receive financial support, access to Israel’s largest team of experts, and business development assistance for a predefined period of time in order to achieve commercial success.
Cooperation with Projects Developers Abroad IEC is looking to expend it’s business by entering into partnerships The policy implementation includes:
– Integral assistance to IPPs – Readiness for joint initiatives and investments – Participation in renewable and energy efficiency projects
Transmission Services IEC is to submit to the Ministry of Communications a request for license, that would enable it to provide transmission services,
optic access network (FTTH - fiber to the home), and mobile access network (RAN – radio (wireless) access network) The Ministry of Communication approved the pilot in which the IEC successfully connected 150 residential homes in city of Kiryat
Shmona by FTTH.
The IEC will seek to expend its business operations and revenues via new business growth drivers that will utilize IEC’s knowledge, expertise and innovations as follows:
21
Potential Reorganization
Negotiations are taking place between IEC Management, IEC Workers Union, Israel Workers Union (Histadrut) and Government representatives.
Negotiations are focused on two main issues:The reform of the Israeli Electricity Sector, i.e. IEC reorganizationIncreasing Company efficiency and management flexibility by implementing
the “Compass Plan” (“Matzpen”)
22
3. Financial Overview
23
Financial Highlights
Source: financial reports for the six months ended June 30, 2010. IFRS Financials according to GCA regulations; Currency conversion based on the exchange rate of NIS 3.875 = US$ 1 as of June 30, 2010.
Moody’s: Baa2 (Stable) / S&P: BBB- (Credit Watch Negative)
Key Operating & Credit Statistics (Millions of USD as of June 30, 2010)
Investment Grade Ratings
24
2009 June 30,2009 June 30,2010
Total Revenues 4,859 2,481 2,049
Net Income 322 (14) (278)
Capex 962 555 425
EBITDA¹ 1,686 818 723
% EBITDA Margin 34.7% 33.0% 35.3%
Net Debt 9,979 10,916 9,809
Net Debt/EBITDA² 5.9 6.7 6.8
Total Debt 11,596 12,511 11,537
Total equity 4,372 4,036 4,094
Financial leverage 2.7 3.1 2.8
Total Debt / EBITDA² 6.9 7.6 8.0
Financial expenses, net.³ 621 317 341
EBITDA/ Financial expenses, net. 2.7 2.6 2.1
1. Income from current operations plus Depreciation and amortization 2. After normalization of EBITDA of H1 2009 and H1 2010 to annual terms.3. Source: P&L report
6 months ended
Relatively Low Rates of the Israeli Market
Comparative Electricity Rates
0
5
10
15
20
25
Ireland Portugal Hungary Slovakia Poland CzechRepublic
Switzerland Norway Turkey Israel USA
Residental Industrial
Source: Energy Information Administration
U.S Cents/KWh (December 31,2007)
25
Financial Statistics
Revenue Total Assets
Billions of USD as of June 30, 2010
3.33.6
3.94.3
4.95.1
5.4
4.9
2.52.0
6.3
0
1
2
3
4
5
6
7
2001
2002
2003
2004
2005
2006
2007
2008
2009
June
200
9
June
201
0
16.417.3
18.119.1
19.8 19.6 20.221.1 20.8 21.1
20.4
0
5
10
15
20
25
Note: Currency conversion based on the exchange rate of NIS3.875 = US$1 as of June 30, 2010.
26
125
981
224 302 194 182 181 186
510
1,141
638
121 126 77 44 120
58
777 780636
409539
283
8
294
539
125210
45
391
0
500
1,000
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
Debt in Foreign Currency Debt in Local Currency
IEC Consolidated Debt Breakdown (as of September 30, 2010)
Annual Debt Maturities (Principal in Millions of USD)
EUR8%
ILS linked to CPI42%
USD39%
ILS not linked
2%
JPY9%
Debt by Currency Type of Instrument Interest Rate Exposure
Diversified debt portfolio per type of instrument
Foreign currency exposure substantially mitigated by function of tariff structure and hedging transactions
Bonds in Israel39%
Loans in ILS6%
Bonds abroad
35%
Loans in foreign currency
20%
USD fixed36%
ILS fixed44%
EUR floating
7%
Other4%
JPY fixed9%
Note: Figures as of September 30, 2010; Currency conversion based on the exchange rate of NIS3.665 = US$1 as of September 30, 2010
27
4. Key Investments Highlights
28
Key Investment Highlights of IEC
Strategic role as the sole integrated electricity utility in Israel
99.85% State ownership with strong support
Strong electricity demand growth
Proven track record of managing growth and development plans
IEC operates in a developed market:
on May 2010 Israel joined OECD 1
MSCI Inc 2. upgraded Israel’s status to developed market
29
1 Organization for Economic Co-operation and Development.
2 A provider of investment decision support tools to investment institutions which products include indices and portfolio risk and performance analysis.
30
5. Appendices – Summarized Financial Statements
Balance Sheet (Millions of USD as of June 30, 2010)
Note: All numbers are adjusted to June 30, 2010 purchasing power and were derived from the financial statements for H1 2010. The exchange rate used is NIS 3.875 = US$ 1 as of June 30, 2010.
31
AssetsDecember 31,
2009June 30,
2009June 30,
2010Current assets
Cash and cash equivalents 1,009 993 1,121Trade receivables for sales of electricity 836 1,113 773Other current assets 227 248 109
Inventory – fuel 431 439 499Regulatory assets, net 0 0 0Inventory – stores 58 65 65 2,562 2,858 2,567
Non-current assetsLong-term receivables 321 369 324Assets with respect to benefits afteremployment termination 1,741 1,725 1,771Fixed assets, net 15,830 15,911 15,551
Intangible assets, net 203 201 205
Total assets 20,658 21,063 20,419
Liabilities and shareholder’s equityDecember 31,
2009June 30,
2009June 30,
2010Current liabilitiesCredit from banks and other credit providers 449 1,058 1,307
Trade payables 379 404 434Other current liabilities 356 416 358Customer advances, net of work in progress 115 83 130Regulatory liabilities, net 587 198 706Provisions 209 212 205
2,093 2,371 3,138
Long-term and extended-term liabilities, netDebentures, net 7,891 8,145 7,229
Liabilities to banks 2,649 2,706 2,395Debenture to the State of Israel 607 602 606
Liabilities with respect to other benefits afteremployment termination 638 624 672Other long-term liabilities 2,408 2,579 2,285Shareholders’ equity 4,372 4,036 4,094Total liabilities and shareholders’ equity 20,658 21,063 20,419
Income Statement (Millions of USD as of June 30, 2010)
32 Note: All numbers are adjusted to June 30, 2010 purchasing power and were derived from the financial statements for H1 2010. The exchange rate used is NIS 3.875 = US$ 1 as of June 30, 2010.
For the year ended, December 31, 2009
For the six months ended June 30, 2009
For the six months ended June 30, 2010
Revenues 4,859 2,481 2,049
Total cost of operating the electricity system 3,842 2,012 1,890
Profit from operating the electricity system 1,017 469 159% margin 21% 19% 8%
Total expenses 351 171 170
Income from current operations 666 298 (11)% margin 14% 12% -1%
Financial expenses, net 621 317 341
Income (loss) before income taxes 46 (19) (351)
Total income taxes (276) (5) (73)
Net income (loss) 322 (14) (278)
Cash Flow Statement (Millions of USD as of June 30, 2010)
33 Note: All numbers are adjusted to June 30, 2010 purchasing power and were derived from the financial statements for H1 2010. The exchange rate used is NIS 3.875 = US$ 1 as of June 30, 2010.
For the year ended, December 31, 2009
For the six months ended June 30, 2009
For the six months ended June 30, 2010
Net cash provided by (used for) operating activities 1,738 656 495
Net cash used in investing activities (990) (595) (428)
Net cash provided by (used in) financing investing activities (693) (21) 44
Increase (decrease) in cash and cash equivalents 56 39 112
Balance of cash and cash equivalents at the beginning of the period 954 954 1,009
Balance of cash and cash equivalents at the end of the period 1,009 993 1,121
Disclaimer
“This document has been prepared solely for use at an institutional investors’ conference call (this document and the related conference call being referred to together as this
“Presentation”). By receiving and reading this document, or by participating in the related conference call, you agree to be bound by the following limitations.
This Presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of The Israel
Electric Company Limited (the “Company”). It is solely for information purposes and is not an invitation or inducement to enter into any investment activity. In addition, it has no
regard to the specific investment objectives, financial situation, or particular needs of any recipient in any jurisdiction. No part of this Presentation, nor the fact of its distribution,
should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
This Presentation has not been prepared for use in connection with any possible offering of securities to be offered by the Company. Any purchase of securities of the Company
should be made solely on the basis of information contained in an offering circular and any supplemental offering circular to be distributed in respect of every future offering. The
information contained in this Presentation has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance
should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. It should not be treated as giving investment advice
nor should it be regarded by recipients as a substitute for the exercise of their own judgment. The Company shall have no liability whatsoever (in negligence or otherwise) for any
loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation.
This Presentation is only for persons having professional experience in matters relating to investments.
This Presentation is made to and directed only at (i) to qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) in the United States
in reliance on Rule 144A, or (ii) outside the United States, in reliance on Regulation S.
This Presentation and its contents are confidential and must not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Failure
to comply with this restriction may constitute a violation of applicable securities laws. If you have received this document and you are not the intended recipient you must return it
immediately to the Company. This Presentation does not constitute a recommendation regarding the securities of the Company.
This Presentation includes forward-looking statements, including statements regarding the Company’s expectations and projections for future operating performance and business
prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project”, “plan”, “intend” and “may” and similar words or expressions identify forward-looking statements. In
addition, all statements other than statements of historical facts included in this Presentation are forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause actual results or performance of the Company to differ materially from those expressed or implied by such
forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the
environment in which the Company will operate in the future. Reliance should not be placed on these forward-looking statements. The Company expressly disclaims any
obligation or undertaking to release any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard
thereto or any change of events, conditions or circumstances on which any such statement was based. The Company expressly disclaims any obligation or undertaking to update
any forward-looking statements contained herein.
The information and opinions contained in this document are provided as at the date of this Presentation and are subject to change without notice and the Company is not under
any obligation to update or keep current the information contained in the Presentation.
Furthermore, you should consult with your own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that you deem it necessary, and make
your own investment, hedging and trading decisions (including decisions regarding the suitability of an investment in securities issued by the Company) based upon your own
judgment and advice from such advisers as you deem necessary and not upon any view expressed in this Presentation.”
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