BTS Group Holdings PCLbts.listedcompany.com/misc/presentation/20171114-bts-am-2q201718-03.pdf · 1...

prepared by Investor Relations department BTS Group Holdings PCL

2 Q 2 0 1 7 / 18

E AR N I N G S P R E S E N TAT I O N

1 4 N O V E M B E R 2 0 1 7

BTS GROUP HOLDINGS PCL

Disclaimer

Investment involves risk. Prospective should understand the characteristics of Securities and study information about BTS Group Holdings Public Company Limited (the “Company”) before making a decision to invest in Securities. This presentation is for information purposes only and is intended only for the initial direct attendee of the presentation. It may not be reproduced or redistributed to any other person. It shall not and does not constitute either an offer to purchase or buy or a solicitation to purchase or buy or an offer to sell or exchange or a solicitation to sell or exchange any securities of BTS Group Holdings PCL (the "Company") or any of its subsidiaries in the United States of America or in any other jurisdiction or an inducement to enter into investment activity. No part of this presentation, nor the fact of its existence, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. 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. This presentation is not to be relied upon in any manner as legal, tax or any other advice and shall not be used in substitution for the exercise of independent judgment and each person made aware of the information set-forth hereof shall be responsible for conducting its own investigation and analysis of the information contained herein. Except where otherwise indicated, the information provided in this presentation is based on matters as they exist as of the date stated or, if no date is stated, as of the date of preparation and not as of any future date, and the information and opinions contained herein are subject to change without notice. None of the Company nor any of its subsidiaries accepts any obligation to update or otherwise revise any such information to reflect information that subsequently becomes available or circumstances existing or changes occurring after the date hereof. None of the Company or any of its subsidiaries or any of their respective directors, officers, employees or agents shall have any 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 and any and all such liability is expressly disclaimed. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the express written approval of the Company. Some statements made in this presentation are forward-looking statements, which are subject to various risks and uncertainties. These include statements with respect to the Company’s corporate plans, strategies and beliefs and other statement that are not historical facts. These statement can be identified by the use of forward-looking terminology such as “may”, “will”, “expect” , “intend”, “estimate”, “continue”, “plan” or other similar words. The statements are based on the assumptions and beliefs of the Company’s management in light of the information currently available to the Company. These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Nothing in this Presentation is, or should be relied on as promise or representation of the Company as to the future.

BTS Group Earnings Presentation 2

Agenda

Section

1 BTSG 2Q 2017/18 FINANCIAL PERFORMANCE

Section

2 Section

3

BUSINESS UPDATES

BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation)

APPENDICES



2Q 2017/18 Financial Highlights

• Operating EBITDA was THB 875mn, increasing by THB 252mn or 40% YoY as a result of the improvements in operating performance of Mass Transit and Media businesses

• Pre-tax recurring profit (before MI) of THB 640mn, a growth of 11% YoY

• Reported net profit (before MI) rose by 19% YoY to THB 741mn mainly from higher recurring profit, extra-gain from Chef Man restructuring, partially offset with higher finance cost and increase in share of net loss from associates/JVs

• Balance sheet strength: THB 30.5bn cash & liquid investments*

• Low leverage: adjusted net D/E** ratio at 0.30x

*Cash and liquid investments include cash bal. of THB 9.0bn, current investments of THB 8.8bn and L/T liquid investments of THB 12.7bn **Adjusted Net Debt = Interest Bearing Debt - Cash and Cash Equivalent and Liquid Investment

• Fully enter investment phase; including: Pink & Yellow Lines civil works and E&M works (THB 6.2bn) and Green Line extension E&M works and train procurement (THB 1.2bn)

• Net cash received from debt financing of THB 6.0bn

• Cash received from JV partners (STEC, RATCH) of THB 1.75bn for 25% equity investment in pink and yellow line projects

PROFITABILITY

BALANCE SHEET

CASH FLOW

BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance

4


OPERATING REVENUE COMPARISON (YoY)

INCOME STATEMENT (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY

Operating Revenues1 2,543 1,722 48% 3,110 (18)% 5,653 3,276 73%

Gross operating profit 1,295 1,030 26% 1,278 1% 2,574 1,991 29%

Operating EBITDA2 875 623 40% 917 (5)% 1,791 1,259 42%

Net recurring profit – before MI 471 445 6% 435 8% 907 906 0%

Accounting EBITDA 1,420 984 44% 1,088 31% 2,508 1,974 28%

Net income (loss)3 653 548 19% 405 61% 1,058 1,096 (3)%

Gross operating profit margin (%) 50.9% 59.8% 41.1% 45.5% 60.8%

Accounting EBITDA margin (%) 45.6% 45.6% 32.5% 39.7% 48.2%

Recurring net profit margin (%) 16.7% 23.6% 13.3% 14.9% 25.0%

Operating EBITDA margin (%) 34.4% 36.2% 29.5% 31.7% 38.4%

P&L SNAPSHOT

52%

Mass Transit 38%

Media

6%

Property

4%

Services

2Q 2017/18 OPERATING REVENUE BREAKDOWN

1 operating revenue of 4 BUs & share of net profit from BTSGIF 2 excluding interest income 3 to equity holders of the parent

2Q 2017/18 Overview


1,722

2,543 676 180 17 (53)

2Q 16/17 Masstransit

Media Property Services 2Q 17/18

105% 23%

(THB mn)

12%

(2)%

5


15,095

-

(327)* (10,825)

5,043 9,025** 40

Beginning cash(31/3/17)

CFO CFI CFF Others Ending cash(30/9/17)

* After tax of THB 451mn and interest expense of THB 354mn as well as investment in E&M works and trains procurement (Green Line North and South extensions) of THB 1.2bn ** Excluding liquid investments of THB 21.5bn

CFI • Advance payment for civil works and

E&M works of the Pink and Yellow lines • Net cash paid for acquisitions of current

and other long-term investments • Dividend Income and Interest income

CFF • Net cash received from BE and PN • Cash received from STEC and RATCH

(re. pink and yellow line projects) • Final dividend payment for FY 2016/17

CFO Profit before tax of THB 1,519mn, deducted by • non-cash reconciling items of THB

177mn • changes in net working capital of

THB 865mn (this includes THB 1.2bn Green Line extension E&M works and train procurement)

6 Months Cash Flow Snapshot

(THB mn)


6


HISTORICAL OPERATING REVENUE (THB mn) KEY FACTORS

OPERATING PERFORMANCE

MASS TRANSIT (THB mn)

2Q 2017/18

2Q 2016/17

%YoY 1Q

2017/18 % QoQ

1H 2017/18

1H 2016/17

%YoY

Operating revenue 1,318 642 105% 1,993 (34)% 3,311 1,313 152%

Costs of revenue 740 227 226% 1,338 (45)% 2,078 447 365%

Gross profit 578 415 39% 655 (12)% 1,233 866 42%

Operating EBITDA 587 422 39% 664 (12)% 1,251 881 42%

Gross margin (%) 43.8% 64.6% 32.9% 37.2% 66.0%

Operating EBITDA margin (%) 44.5% 65.8% 33.3% 37.8% 67.1%

OPERATING REVENUE BREAKDOWN

36%

O&M

Services revenue from provision of E&M works & train procurement

39%

2Q 2017/18

Mass Transit

Share in BTSGIF

19%


Int income from train procurement

& E&M

6%

395 395 409 417 411 411 422 474 472 33 33 33 33 32 32 90 78 82 223 219 197 221 199 284 241 218 247

1,444 1,224

519

2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18

Services revenue from provision of E&M works & trainprocurementShare of NP in BTSGIF (THB mn)

Int income from train procurement (THB mn)

O&M (THB mn)

O&M revenue rose by 15% YoY to THB 472mn mainly from the existing extension and one new additional station (Samrong: E15)

Farebox revenue of 1,726mn (up 0.6% YoY) with 0.8% YoY ridership growth Share of net profit in BTSGIF of THB 247mn (rose 24% YoY) Services revenue from the provision of E&M works and the train

procurement service for the Southern and Northern Green Line extensions of THB 0.5bn

Costs rose 226% YoY to THB 740mn largely due to cost of services related to the provision of E&M works and the train procurement service for Green Line extensions

Operating EBITDA margin was 44.5% (65.8 % in 2Q 2016/17)

7

IR Quarterly Presentation 4Q 1213_Draft1.xlsx



59%

BTS – Related Media

24%

Outdoor Media

MEDIA (THB mn)

2Q 2017/18

2Q 2016/17

%YoY 1Q

2017/18 % QoQ

1H 2017/18

1H 2016/17

%YoY

Operating revenue

970 789 23% 849 14% 1,819 1,410 29%

Costs of revenue 310 271 14% 293 6% 603 470 28%

Gross profit 660 519 27% 555 19% 1,216 940 29%

Operating EBITDA 519 361 44% 421 23% 940 690 36%

Gross margin (%) 68.1% 65.7% 65.4% 66.8% 66.6%

Operating EBITDA margin (%)

53.5% 45.7% 49.6% 51.7% 48.9%

2Q 2017/18



8

Media

9%

Office Buildings

and Others

8%

Digital


527 512 570 542

789 755 741 753 891

79

104 96

79

2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18

Digital Services Media OOH Overall Media revenue up 23% YoY to THB 970mn mainly from higher consolidated revenue from acquired businesses and healthy performance of all Media business segments

OOH Media* revenue or 92% of total Media revenue, increased by THB 891mn, or 27% YoY higher prices, synergies from the Digital Services segment as well as positive order intake in the Outdoor media product group

Costs increased 14% YoY from THB 271mn to THB 310mn, primarily due to the consolidation of newly acquired businesses

Operating EBITDA margin improved YoY to 53.5% (45.7% in 2Q 2016/17)

*OOH Media includes Transit, Outdoor and Office Building and Other Media




90%

Commercial & Others Residential

10%


PROPERTY (THB mn)

2Q 2017/18

2Q 2016/17

%YoY 1Q

2017/18 % QoQ

1H 2017/18

1H 2016/17

%YoY

Operating Revenue 159 142 12% 146 9% 306 284 8%

Costs of revenue 108 88 22% 95 14% 203 179 13%

Gross profit 51 54 (4)% 52 (1)% 103 105 (2)%

Operating EBITDA (4) (5) (10)% (6) (26)% (10) (8) 32%

Gross margin (%) 32.2% 37.8% 35.3% 33.7% 36.9%

Operating EBITDA margin (%)

(2.7)% (3.4)% (4.0)% (3.3)% (2.7)%


2Q 2017/18

NOTE: Property revenue excludes share of profit/(loss) from investment in BTS-SIRI JVs, U City and Bayswater.

9

Property


331 161 171 142 142 147

186 146 159

2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18

Operating revenue Proceeds from land sale Operating revenue was THB 159mn, increasing 12% YoY due to the

overall improvement in the operating performance of our commercial properties

Residential property revenue increased by THB 9mn or 131% YoY to THB 15mn from higher housing unit sales

Commercial property revenue rose by 6% YoY or THB 9mn to THB 144mn mainly from improving overall hotel performance

Operating costs increased by THB 20mn or 22% YoY to THB 108mn and in-line with the increase in revenue

Share of net profit from BTS-SIRI (THB 190mn), mainly from 39% transferred units in The Line Jatujak - Mochit

Share of loss from U City (THB 336mn) mainly from the impairment of Avani Khon Kaen Hotel and Convention Center



Cash

31 Mar 17: THB 15.09bn

30 Sep 17: THB 9.03bn

Current Investments

31 Mar 17: THB 6.24bn

30 Sep 17: THB 7.22bn

Long-Term Investments

31 Mar 17: THB 13.52bn

30 Sep 17: THB 15.75bn

Gross Debt

31 Mar 17: THB 38.31bn

30 Sep 17: THB 44.49bn

Adjusted Net Debt*

31 Mar 17: THB 6.19bn

30 Sep 17: THB 14.01bn

*****

Issued Ordinary Shares

31 Mar 17: 11,935.0mn

30 Sep 17: 11,940.4mn

72%

28% 22%

78%

25%

46%

30%

48%

20%

32%

2Q 2017/18: 0.97x 2Q 2016/17: 0.31x

Gross Debt to Equity

2Q 2017/18: 0.30x 2Q 2016/17: 0.01x

Adjusted Net Debt* to Equity

2Q 2017/18: 4.05x 2Q 2016/17: 0.16x

Adjusted Net Debt* to

Operating EBITDA

2Q 2017/18: 2.75x 2Q 2016/17: 6.95x

Interest Coverage

2Q 2017/18: 0.91x 2Q 2016/17: 0.58x

Current Ratio

ASSET BREAKDOWN (THB MN)

LIABILITIES AND EQUITY BREAKDOWN (THB MN)

KEY RATIOS

10 BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance

Balance Sheet

*Adjusted Net Debt = Interest Bearing Debt - Cash and Cash Equivalent and Liquid Investment

67,351 78,296

26,301 22,597

31-Mar-17 30-Sep-17

Total current assets Total non-current assets

93,651 100,893

45,182 46,000

29,833 29,936

18,636 24,957

31-Mar-17 30-Sep-17

Total current liabilities Total non-current liabilities Total shareholders' equity

100,893 93,651

Agenda

Section


Section

2 Section

3

BUSINESS UPDATES


APPENDICES



HISTORICAL AVERAGE FARE & % GROWTH HISTORICAL RIDERSHIP & % GROWTH

12

Mass Transit Update Core Network Ridership

BTS Group Earnings Presentation Section 2: Business Update

• Quarterly ridership = 62.2mn trips, +0.8% YoY, +7.1% QoQ

• Quarterly average fare = THB 27.8/trip, -0.2% YoY, -0.6% QoQ

• Quarterly average weekday ridership = 756,898, +1.1% YoY

• 1H 17/18 ridership = 120.2mn trips, +1.7% YoY

• 1H 17/18 average fare = THB 27.8/trip, -0.4% YoY

2Q 17/18 • Ridership: increasing 0.8% YoY, +7.1% QoQ

The ridership considerably increased QoQ mainly from more weekdays this quarter (more holidays last quarter such as Song Kran Festival, National Labor Day)

61.7

59.8 60.1

58.0

62.2

5.5% 1.2%

1.7% 2.8%

0.8%

9.3%

-3.1% 0.5%

-3.4%

7.1%

-50.0%

0.0 %

53.0

58.0

63.0

2Q 2016/17 3Q 2016/17 4Q 2016/17 1Q 2017/18 2Q 2017/18

Ridership (mn trips) Passenger Growth (YoY)

Passenger Growth (QoQ)

27.8 27.8 27.9 27.9 27.8

1.6%

-0.3% -0.3% -0.6%

-0.2%

-1.0%

-0.2% 0.4% 0.3%

-0.6%

25.0

30.0

2Q 2016/17 3Q 2016/17 4Q 2016/17 1Q 2017/18 2Q 2017/18

Average Fare (THB/trip) Average Fare Growth (YoY)

Average Fare Growth (QoQ)


13 BTS Group Earnings Presentation Section 2: Business Update

Mass Transit Update Fare Increase in the Core Network – Effective 1 October 2017

15.0

22.0 25.0 28.0

31.0 34.0

37.0

42.0

20.1

26.8

33.5

40.2

46.9

53.6

60.3

16.0

23.0 26.0

30.0

33.0

37.0 40.0

44.0

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

SINGLE JOURNEY TICKET (SJT): 35% OF TICKET TYPES

Number of

Station 0-1 2 3 4 5 6 7 ≥ 8

Present 15 22 25 28 31 34 37 42

1 Oct 17 16 23 26 30 33 37 40 44

RABBIT SENIOR Number

of Station

0-1 2 3 4 5 6 7 ≥ 8

Present 7 11 13 14 16 17 19 21

1 Oct 17 8 12 13 15 17 19 20 22

• Fare of SJT, Rabbit monthly pass and Rabbit senior tickets in the Core Network will be increased from 1 October 2017 onwards • For Rabbit Purse Card (Stored Value Card: STV), the fare will remain as the previous effective fare of THB 15 - 42 until 31 March 2018 • Expected FY 2017/18 average fare increased by 2% to THB 28.5 per trip

RABBIT MONTLY PASS ADULT: 28% OF TICKET TYPES

Present THB/Trip 1 Oct 17 @THB/Trip

15 Trips 450 30 465 31

25 Trips 700 28 725 29

40 Trips 1,040 26 1,080 27

50 Trips 1,250 25 1,300 26

RABBIT MONTLY PASS STUDENT: 6% OF TICKET TYPES

Present THB/Trip 1 Oct 17 @THB/Trip

15 Trips 345 23 360 24

25 Trips 525 21 550 22

40 Trips 760 19 800 20

50 Trips 900 18 950 19

AUTHORISED FARE (APR 2013)

NEW EFFECTIVE FARE (OCT 2017)

PREVIOUS EFFECTIVE FARE (JUN 2013)

FARE PRICE (THB)

POTENTIAL FARE UPSIDE

NO. OF STATIONS


SOUTHERN GREEN LINE EXT. (BEARING – SAMUTPRAKARN) 12.6KM, 9 STATIONS

MAR 2012 Civil works start

MAR 2016 MOU between MRTA & BMA signed

APR 2017 1st station Opened (E15 - Samrong Station)

Targeted full operation

2012

2016

2017

2018


Mass Transit Update Progress of BTS recently-awarded Lines

MAR 2017 Finalised O&M contract

NORTHERN GREEN LINE EXT. MO CHIT – KHU KHOT 18.2KM, 16 STATIONS

MID 2015 Civil works start

MAR 2016 MOU between MRTA & BMA signed

MAR 2019 Targeted 1st station open (N9 - Ladphrao Intersection Station)

Targeted full operation

2015

2016

2017

2020

MAR 2017 Finalised O&M contract

2019 2017

NOV 2016 BSR JV (BTS Group, STEC and RATCH) submitted a tender offer of the Pink and the Yellow lines

MAY 2017 The Cabinet approved the Pink and the Yellow Line

APR 2021 Targeted full operation for both lines

2016

2021

2017

JUN 2017 Contracts signed for both lines

2017

JAN 2018 Expected construction begins

2018

PINK AND YELLOW LINES KHAE RAI – MIN BURI AND LAD PRAO – SAM RONG 64.9KM, 53 STATIONS

• E&M work is in progress • Expected 1st train delivery by May 2018

• Civil work 49% completion (MRTA, Oct 17)

• E&M work is in progress • Required land hand over from MRTA is in

progress (expected completion in Dec 2017)


3 November 2016: BTSC was approved by the Securities and Exchange Commission, Thailand (SEC) to issue up to THB 22,000mn senior unsecured debentures. The bonds will be issued in four tranches due in 2019, 2021, 2023, and 2026.

Tenor Amount up to Coupon Rate

3-year THB 5.5bn 2.46%



10-year (NC5) THB 10.2bn 3.87%

Total THB 22bn 3.31% (average)

Amount up to THB 22bn

Tenor 3, 5, 7, 10 years (NC5)

Rating A / Stable by Fitch and TRIS

Rationale Purchase new rolling stocks and electrical and mechanical system (E&M) for the Northern and Southern Green Line extensions

Issuance Date 10 November 2016

15

Mass Transit Update CAPEX for newly-awarded lines - secured by debt financing

NEW GREEN LINE EXTENSIONS PINK AND YELLOW LINES

10 October 2017: BSR JV signed the syndicated loan agreement between Bangkok Bank, Siam Commercial Bank and Krungthai Bank at a total value of up to THB 63.4bn.

Credit Facilities Total of THB 63.36bn • THB 31.68bn for Pink Line • THB 31.68bn for Yellow Line

Syndicate Banks Bangkok Bank, Krung Thai Bank, Siam Commercial Bank

Loan Term 17 years and 3 months spread across 15 payments starting from first operation date

Rationale Financing of both Pink and Yellow lines




Media Update 6 months VGI Group’s key developments

TRANSIT: Bangkok’s Network

• OPPO brand at Mo Chit, Ploenchit and Saladang

• AEON brand at Asok

• COMICO brand at Victory Monument

• Aquarius at Chong Nonsi

Malaysia’s Network

• >200,000 ridership in SBK Line

• Media on 2 stations and 15 trains

OFFICE: • Total 170 office buildings (1,309 digital screens)

• 8 new office contracts / 10 target buildings

OUTDOOR: • Fully operated 21 digital screens / 51 target screens

RABBIT: • 8.1mn cardholders

• 4,400 retail points

• 133 brand partners

• 2.4mn Rabbit LinePay users

• 425 merchants


74.4%

80.5% 81.8% 82.9%

76.3%

83.4%

76.6% 79.3%

71.4%

83.0%

1Q15/16

2Q15/16

3Q15/16

4Q15/16

1Q16/17

2Q16/17

3Q16/17

4Q16/17

1Q17/18

2Q17/18

BTS-Sansiri JV THB 13.8bn

HOTEL REVPAR AND OCCUPANCY HISTORICAL HOTEL OCCUPANCY

Others 26%

U-Hotels 46%

Thana City Golf 28% Total Book Value

as of 30 Sep 17: THB 37.7bn


Property Update BTS Group property breakdown

PROPERTY BOOK VALUE BREAKDOWN COMMERCIAL PROPERTY REVENUE BREAKDOWN

COMMERCIAL PROPERTY

Bayswater JV THB 4.3bn

Residential THB 0.5bn

* Adjusted for equity stake

2,5

28

1,4

57

2,3

49

2,1

38

85.1% 79.7% 83.9% 83.0%

0.0 %

10. 0%

20. 0%

30. 0%

40. 0%

50. 0%

60. 0%

70. 0%

80. 0%

90. 0%

100 .0%

-

500

1,00 0

1,50 0

2,00 0

2,50 0

3,00 0

U Chiang Mai U Inchantree U Sathorn Blended

RevPar (THB per night) Occupancy Rate

2Q 17/18 Commercial

Property Revenue:

THB 144mn Keystone JV

THB 0.8bn

Commercial THB 4.5bn

Land Bank THB 1.8bn

U City THB 12.0bn

1%

12%

5%

32% 11%

2%

37%


Property Update Rationale - U City is positioned as the dedicated BTS Group property vehicle

• Unclear segregation of property business (and in some case conflict of interest) between BTS Group and U City and inefficient resource allocation

• U City has limited growth opportunities and limited residential opportunities

CURRENT SITUATION

U City Capital Increase

Entire Business Transfer (EBT) of Unicorn Enterprises (UE)

Disposal of U City Assets

U City becomes the dedicated property development and investment vehicle for BTSG • As U City’s current property business is limited to hotels and office rental,

new assets to be acquired from Unicorn will allow U City to expand its revenue stream and serve larger base of customers

More efficient resource allocation and better management of property business • Consolidation of property opportunities in one vehicle allows for higher

efficiency and economies of scale in each business

KEY RESTRUCTURING TRANSACTION:

BENEFIT TO BTSG & U CITY

UNICORN ENTERPRISE (UNICORN OR UE)

Property for sale

(mostly sold out)

Property-related

services

Hospitality

Land banks

Joint venture

i.e. JV Sansiri,

International school,

AHS

Projects and land

banks under study

Hospitality

Other assets

100% 35.64%

1

18

2

3

“U City becomes the dedicated property vehicle for BTS Group”

OBJECTIVE:

OUR ACTION

To eliminate potential conflict between U City and BTSG property business • Unicorn will discontinue its business, dissolve and liquidate after the EBT • BTSG will grant ROFR, Call Option and Management Agreement and/or

Sales Agency Agreement to U City on assets remaining at BTSG

Office buildings Office buildings

“Expected gain to BTS Group from restructuring transaction is approx. THB 2,000mn (after elim) upon transaction completion in 4Q 2017/18”



Hotel Condominium Some land bank

UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment

*Assets to be divested (value of approx. THB 3bn) • Anantara Chiang Mai Resort and Spa • AVANI Khon Kaen Hotel & Convention Centre • Anantara Chiang Mai Serviced Suites • Park Aran Boulevard Commercial Building Project • Park Ramindra Condominium • Land banks in Charansanitwong & Chonburi • Land in Nakhon Ratchasima

Phaya Thai Project Mochit Project Land banks

Projects and land

banks under study Hospitality

Hotel and hotel management

Office rental

Property for sale* Assets from EBT

Subsidiary shares Joint venture shares

UE to transfer all selected assets and shareholder loans to U City in exchange for new shares (and warrants) in U City • Assets value: THB 12,917mn (as of 30 Jun 2017) • BTSG loan: THB 10,745mn (as of 30 Jun 2017) • Value of preferred shares issued to UE (PP): THB

2,172mn

35.64%

UE

100%

1 EBT • Subsidiary shares in

companies • Joint venture shares

i.e. JV Sansiri, International school, AHS

Preferred shares issued to UE (PP)

U City plans to repay all shareholder loan from BTSG (from EBT) with proceeds from capital increase

• Private Placement (PP) – Preferred shares and warrants PP to Bangkok Bank (Strategic investor)

• Right Offering (RO) – Preferred shares and warrants RO to all shareholders including strategic investor

35.64%

Strategic Investor

U City Shareholder

RO • PP • RO

#1 and #2 will be conditional upon each other

2

RO

3

Note: - Certain assets under UE that will not be transferred to U City but will be transferred to BTSG prior to the transaction - To ensure sufficient funding, U City is currently securing bank facility in case of proceeds from PP and RO are lower than shareholder loans

19

Property Update Restructuring transaction structure

voluntarily propose to shareholder for approval

Repayment of SH Loan



Property Update Key dates of restructuring transaction

UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment

30 Oct 2017 Execute EBT Agreement

15 Nov 2017 U City EGM record date

4 Jan 2018 U City EGM for SHD approval

14 Mar 2018 EBT completion date

30 Oct 2017 Execute EBT Agreement



22 Jan 2018 BBL PP subscription date

26 Jan 2018 RO record date

5 – 9 Mar 2018 RO subscription period

14 Mar 2018 EBT completion date

16 Mar 2018 PP & RO warrants issuance date Preferred shares start trading on SET



To be completed within end 2018 Execute asset divestment




Property Update BTS-SIRI JV Project: The Line Jatujak – Mochit 39% Transferred

Project Name The Line Jatujak – Mochit

Presale Period May 2015

Project Value (THB mn) 5,813

Units 841

Avg. price per sqm (THB) 181k

Sold 97%

Construction Progress 100%

Transfer Start Sep 2017

Est. Transfer Completion May 2018

Foreign Participation 14%

THE LINE JATUJAK – MOCHIT

Backlog

THB 2,134mn THB 3,519mn

Transferred

Source: www.dotproperty.co.th


Services Update Man Food Holdings - JV between BTSG, Chef Man and Bangkok Ranch (BR)

• On 4 August 17, Chef Man added a new strategic JV partner, Bangkok Ranch (BR), a listed and leading purveyor of duck meat through a capital increase

• BR’s extensive food processing expertise will enable Chef Man to scale-up its business domestically and internationally

• Currently, BR injected its investment which made shareholding in Man Food Holdings (MFH) be 41% : 41% : 18% between BTS Group : BR : Chef Man (BTS

Group and BR have an option to increase stake up to 42.5% in Man Food Holdings. Expected final shareholding in Man Food Holdings of 42.5% : 42.5% : 15%

between BTS Group : BR : Chef Man)

• Since 4 August 2017, four ChefMan Group’s subsidiaries performances (MK, PK, KMJ and LC) were no longer be consolidated but treated as “share of net

profit/ (loss) from investment in Joint venture (MFH)” instead.

• In 2Q 2017/18, THB 251mn gain was recognised from the changes in status from Chef Man Group’s subsidiaries to jointly control entities under MFH.

69%

BTSG

PK MK

LC

70%

100%

Chair Man

(quick dining)

• Chef Man (original)

• Man Kitchen (buffet)

M Krub (fine dining)

ChefMan

30%

Others

31%

KMJ

Round Table

(quick dining)

51%

MFP

100%

Factory

PRE-TRANSACTION

100%

LC

100%

ChefMan

50%

PK

41%

MFP

18%

CURRENT STRUCTURE

BR BTSG

KMJ

Man Food

Holdings (MFH)

41%

69%

MK

100%

Subsidiary

JV


Agenda

Section


Section

2 Section

3

BUSINESS UPDATES


APPENDICES



LINE ROUTE AUTHORISING

BODY TARGETED

OPERATE YEAR CONSTRUCTION

PROGRESS No. of station

DISTANCE (KM)

BLUE HUA LAMPHONG - BANG KHAE MRTA 2020 UNDER CONSTRUCTION 11 14.0

BLUE BANG SUE - THA PRA MRTA 2020 UNDER CONSTRUCTION 9 13.0

BLUE BANG KHAE - BHUDHAMONTHON 4 MRTA 2021 4 8.0

PURPLE (SOUTHERN) TAO POON - RAT BURANA MRTA 2022 17 23.6

GREEN (SOUTHERN) BEARING - SAMUT PRAKARN BMA 2018 UNDER CONSTRUCTION 9 12.6

GREEN (NORTHERN) MO CHIT - KHU KHOT BMA 2020 UNDER CONSTRUCTION 16 18.2

PINK KHAE RAI – MIN BURI MRTA Early 2021 30 34.5

YELLOW LAD PRAO – SAM RONG MRTA Early 2021 23 30.4

GOLD (PHASE I) KRUNG THON BURI – KLONG SAN BMA 2019 3 1.7

GREEN EXT. (WESTERN) BANG WA - TALING CHAN BMA 2020 6 7.0

LRT BANG NA - SUVARNABHUMI BMA 2022 14 18.3

GREY (PHASE I) WATCHARAPHON - THONG LO BMA 2022 15 16.3

ORANGE (EASTERN) THAILAND CULTURAL CENTER - MIN BURI MRTA 2023 UNDER CONSTRUCTION 17 22.6

ORANGE (WESTERN) TALING CHAN - THAILAND CULTURAL CENTER MRTA 2023 12 17.0

DARK RED BANG SUE - RANGSIT SRT 2021 UNDER CONSTRUCTION 8 26.3

GREEN EXT. (NORTHERN) KHU KHOT - LUMLUKKA MRTA 2021 4 7.0

GREEN EXT. (SOUTHERN) SAMUT PRAKARN - BANGPU MRTA 2021 4 7.0

DARK RED BANG SUE – HUA LUM PHONG SRT 2020 5 6.5

LIGHT RED BANG SUE – PHAYATHAI – MAKKASAN – HUAMAK SRT 2020 9 19.0

TOTAL (KM) 303.0

303.0KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT IN 6 YRS, 104.9KM UNDER CONSTRUCTION

CORE AND EXTENSIONS TO OUR CURRENT LINES LINES CONNECTING TO OUR LINES

82.9km

Mass Transit Update Focused on new 6 lines; total length of 82.9km

24

Sources: Office of Transport and Traffic Policy and Planning, Mass Rapid Transit Authority of Thailand, Bangkok Metropolitan Administration, State Railway of Thailand, Ministry of Transport, Bangkok Expressway and Metro Public Company Limited (BEM), BTS Group Holdings Public Company Limited (BTS)

BTS Group Earnings Presentation Appendix


25

CURRENT STATUS: Awaiting EIA approval and cabinet’s approval (The route already includes in the master plan and approved by CMLT/BMC)

2017 Expected bidding/ award

2022 Target operation year


LRT (18.3km) GREY PHASE I (16.3km) WESTERN GREEN (7km)


2018 Expected O&M award

CURRENT STATUS: Awaiting EIA approval and cabinet’s acknowledgment (The route already includes in the master plan and approved by CMLT/BMC)

2018 Expected bidding

CURRENT STATUS: Awaiting EIA approval, BMC approval (CMLT already approved in the principle)

ORANGE (39.6km)

2017 Target civil work (phase II – West) open bid

CURRENT STATUS: Civil work (phase I - East) Bidding process - Done)

MID 2018 Target concession bidding

GOLD (2.7km)


2017 Expected O&M award

CURRENT STATUS: KT is proactively finding contractor and operator

Mass Transit Update Progress of Other Targeted Lines




26

BTS Group Update Share of Income / (Loss) from Investments in JV & Associates


Amount (THB mn) 2Q 2017/18 2Q 2016/17

Share of income/ (loss) from investments in joint ventures

ATS (AEON-rabbit) 5.9 3.4

Bayswater (10.5) (32.0)

BTS-SIRI JV Projects 189.6 (28.3)

Man Food Holdings (0.4) -

Keystone Estate and Keystone Management 0.6 -

Rabbit LINE Pay (20.3) (9.3)

Total 164.8 (66.3)

Share of income/ (loss) from investments in associates

Absolute Hotel Services (AHS) 1.8 1.5

Aero Media 2.0 0.1

BTSGIF 246.6 199.0

Demo Power 3.4 -

MACO’s associates 1.7 1.5

U City (335.9) (26.6)

Total (80.5) 175.5


50%

51%

Bayswater Co., Ltd.

BTS Group Holdings PCL

BTS Rail Mass Transit Growth Infrastructure Fund (BTSGIF)

97.46%

Yongsu Co., Ltd. The Community

One Co., Ltd.

100%

Bangkok Mass Transit System PCL (BTSC)

20.57%

MEDIA BUSINESS

41% Kanjanapas Family1

32% Institutional Investors 27% Individual Investors

35.64%

PROPERTY BUSINESS

VGI Advertising Media Co., Ltd.

100%

888 Media Co., Ltd.

100%

100%

Master Ad PCL

30.69%

Aero Media Group Co., Ltd.

30%

VGI Global Media PCL (VGI) 2

Point of View (POV) Media Group Co., Ltd.

33.33%

MASS TRANSIT BUSINESS

Tanayong International Ltd. 100%

SERVICES BUSINESS

RabbitPay System Co., Ltd.

80%

Rabbit-Line Pay Co., Ltd.

ASK Direct Group Co., Ltd.

51%

Rabbit Insurance Broker Co., Ltd.

51%

Rabbit Internet Co., Ltd.

25%

Rabbit Rewards Co., Ltd.

100%

KMJ Co., Ltd.

100%

BSS Holdings Co., Ltd. 90%

51% ATS Rabbit Special Purpose Vehicle Co., Ltd.

Little Corner Co., Ltd. 69%

Man Food Holdings Co., Ltd. 41%

HHT Construction Co., Ltd.3

90% Bangkok Smartcard System Co., Ltd.

The Community Two Co., Ltd.

100%

100% Kingkaew Assets Co., Ltd

Man Kitchen Co., Ltd.

Man Food Products Co., Ltd.

Bangkok Payment Solutions Co., Ltd.

60%

Listed entities

Subsidiaries

Associates

LEGEND

JVs

40% Demo Power (Thailand) Co., Ltd.

49%

49%

100% VGI Global Media (Malaysia) Sdn Bhd

The ICON VGI Co., Ltd.

25%

100% RB Services Co., Ltd.

U City PCL

Northern Bangkok

Monorail Co., Ltd.

Eastern Bangkok

Monorail Co., Ltd.

75%

75% 4.73%

Primary Kitchen Co., Ltd. 100%

100%

51%

100%

51%

50%

Post-restructuring : BTS Organisation Chart U City becomes the dedicated vehicle for BTS Group property development

27

DNAL Co., Ltd. 100%

1 Information based on book closure date on 4 Aug 17 with total issued shares = 11,940.4mn shares 2 BTSG holds 71.6% of VGI indirectly and directly 3 Revenue from the Company recorded under Services BU



Post-restructuring: U City Organisation Chart An integrated property developer along mass transit lines

Project Green Co., Ltd

BTS Assets Co., Ltd

Lombard Estate Holdings Limited

Thirty Three Gracechurch 1

Limited

Thirty Three Gracechurch 2

Limited

Vienna House Capital GmbH

LH Unit Trust

Underwood Street Limited

PrannaKiri Assets Co., Ltd

Siam Paging and Communication

Co., Ltd

Tanayong Food and Beverage Co., Ltd

BTS Land Co., Ltd

Mak8 Co., Ltd

Nine Square Co., Ltd

Unison One Co., Ltd Absolute Hotel Services Co., Ltd

BTS Sansiri Holding One Co., Ltd

Tanayong Property Management Co.,

Ltd

BTS Sansiri Holding Two Co., Ltd

Thana City Golf & Sports Club Co., Ltd

BTS Sansiri Holding Three Co., Ltd

Muangthong Assets Co., Ltd

BTS Sansiri Holding Four Co., Ltd

BTS Sansiri Holding Fourteen Co., Ltd

Keystone Estate Co., Ltd

BTS Sansiri Holding Five Co., Ltd

BTS Sansiri Holding Fifteen Co., Ltd

BTS Sansiri Holding Seven Co., Ltd

BTS Sansiri Holding Seventeen Co., Ltd

BTS Sansiri Holding Eight Co., Ltd

BTS Sansiri Holding Eighteen Co., Ltd

Ratburana Property Co., Ltd

BTS Sansiri Holding Six Co., Ltd

BTS Sansiri Holding Sixteen Co., Ltd

Keystone Management Co.,

Ltd

BTS Sansiri Holding Nine Co., Ltd

BTS Sansiri Holding Nineteen Co., Ltd

Nuvo Line Agency Co., Ltd.

BTS Sansiri Holding Twenty Co., Ltd

BTS Sansiri Holding Twenty One Co., Ltd

BTS Sansiri Holding Eleven Co., Ltd

BTS Sansiri Holding Twenty Two Co., Ltd

Prime Area 38 Co., Ltd

BTS Sansiri Holding Twelve Co., Ltd

Absolute Hotel Services (HK) Ltd

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

50%

100% 100%

50%

100%

100%

50%

50%

100%

100%

100%

100%

100%

75.47%

71.6%

100%

100%

100%

100% 100%

100% 100% 100% 100%

100%

Natural Hotel Panwa Co., Ltd

Kamkoong Property Co., Ltd

100% 100%

Natural Hotel Sukhumvit Co., Ltd

Natural Park Ville Co., Ltd

Natural Real Estate Co., Ltd

100%

Richee Property Co., Ltd

100%

Park Gourmet Co., Ltd

100%

Park Opera Co., Ltd

100% 100%

100%

35.64%

Hotel Office Alternative Residential

Former UE subsidiaries and associates

U City PCL

28

Tanayong Hong Kong Ltd.

12.26%

100%



Property Restructuring Preferred Shares Terms: 7% dividend yield committed over 5 years

TYPE preferred shares with specified dividend

ISSUE DATE 5 March 2018

SPECIFIED DIVIDEND THB 0.0022 per share per calendar year

DIVIDEND ENTITLEMENT for 5 years at dividend rate dividend accumulates at the difference between specified dividend and actual dividend paid until fully paid

VOTING RIGHTS 1 share : 1 vote after full payment of cumulative dividend or after 31 December 2027; 10 shares : 1 vote

CONVERSION RIGHTS after 31 December 2022 preferred shares are convertible to ordinary shares on quarterly basis

CONVERSION RATIO 1 preferred shares : 1 ordinary share

ALLOCATION to existing shareholders at the ratio of 5 existing shares : 4 new preferred shares

NO. ISSUED SHARES

up to 571,241,855,310 shares of which:

• up to 28,937,500,000 (offered to BBL)

• up to 472,239,839,180 (offered to existing shareholders)

• up to 70,064,516,130 (offered to UE)

29 BTS Group Earnings Presentation Appendix


Property Restructuring U-W3 & U-W4 Warrants Terms: Sweetener for preferred share issue

TICKER U-W3 U-W4

TERMS 5 years 5 years

ISSUE DATE upon completion of preferred shares offering upon completion of preferred shares offering

EXPIRY DATE 2023 2023

EXERCISE PERIOD 1 years from issuance date on a quarterly basis 1 years from issuance date on a quarterly basis

EXERCISE RATIO 1 warrant : 1 ordinary share 1 warrant : 1 ordinary share

EXERCISE PRICE THB 0.05 THB 0.06

ALLOCATION to preference shareholders

at the ratio of 2 preferred shares : 1 warrant

to preference shareholders

at the ratio of 2 preferred shares : 1 warrant

NO. ISSUED WARRANTS up to 49,501,008,065 warrants up to 236,119,919,590 warrants

WARRANT PRICE - -

TRADEABLE ON SET No Yes

EXPECTED MAXIMUM PROCEEDS

THB 2,475.1mn THB 14,167.2mn

30 BTS Group Earnings Presentation Appendix

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