Private & confidential
GTB Invest ASA
Creating a ship financing company on the OSE
Presentation of Q4 2010 Results – 17 February 2011
Private & confidential
17 February 2011
DISCLAIMERThis Presentation has been produced by GTB Invest ASA (the “Company” or “GTB”) solely for use in connection with the Q4 2010 figures and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. To the best of the knowledge of the Company and its board of directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its import. This Presentation contains information obtained from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading.
This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of their parent or subsidiary undertakings or any such person’s officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results.
AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY’S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS.
SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION.
No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or any of their parent or subsidiary undertakings or any such person’s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document.
By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s business.
This Presentation speaks as of 17 February 2010. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date.
2
Private & confidential
17 February 2011 3
CONTENTS
1. HIGHLIGHTS
2. Q4 FIGURES
3. TRANSACTIONS
4. COMPANY OVERVIEW
5. MARKET UPDATE
6. Q&A
Private & confidential
17 February 2011
Change of direction and positioning for growth and expansion in new business areas
HIGHLIGHTSOn 17 November 2010 GTB took delivery of YM Portland, a 4,414 TEU container
vessel built in 2003
In February 2011 GTB entered into MOAs to purchase two 13,100 TEU container vessels from E.R. Schiffahrt in Hamburg for a total purchase price of USD 310 mill
GTB has sold all the shares in in its wholly owned subsidiary Global Geo Services AS, which holds the PC 2000 library
GTB has terminated a secondary guarantee of approximately USD 7 million entered into in connection with seismic transaction in 2008
The Board has resolved to call for an extraordinary general meeting to approve change of name to SinOceanic Shipping ASA and business objective
The container market has improved, while the tanker and dry bulk markets have weakened
Q4 2010 EBITDA for consolidated continued operation in GTB was USD 0.27 million (USD -6.0 million same period last year)
Cash position per 31 December 2010 of USD 12.6 million and interest bearing debt of USD 30.2 million
4
Private & confidential
17 February 2011 5
CONTENTS
1. HIGHLIGHTS
2. Q4 FIGURES
3. TRANSACTIONS
4. COMPANY OVERVIEW
5. MARKET UPDATE
6. Q&A
Private & confidential
17 February 2011
PROFIT & LOSS STATEMENT
6
(USD 000) Q4 10 Q4 09 2010 2009Unaudited Unaudited Unaudited Unaudited
TC Revenue 1,177 1,177Other revenue (13) 279 79 3,958
Vessel related opex (320) (320) - Other operating expenses (566) (6,321) (4,484) (17,574)EBITDA 278 (6,042) (3,548) (13,616)D&A (268) - (268) (1,020)EBIT 10 (6,042) (3,816) (14,636)Net financial items (894) (1,214) (628) (15,584)Profit/ (loss) before tax (885) (7,256) (4,444) (30,220)Tax expense (278) 616 (278) (145)Net profit/ (loss) (1,163) (6,640) (4,722) (30,365)
Net profit/ (loss) from discontinued operations - 17,934 - 18,677Net profit/ (loss) (1,163) 11,294 (4,722) (11,688)
Private & confidential
17 February 2011
BALANCE SHEET
7
(USD 000) 2010 2009Unaudited Unaudited
Total non-current assets 50,979 545Other current assets 398 2,242Cash and cash equivalents 12,355 121,886TOTAL ASSETS 63,732 124,673
Total equity 32,632 119,334Current interest bearing debt 30,169 - Other current liabilities 930 5,339TOTAL EQUITY AND LIABILITIES 63,732 124,673
Private & confidential
17 February 2011 8
CONTENTS
1. HIGHLIGHTS
2. Q4 FIGURES
3. TRANSACTIONS
4. COMPANY OVERVIEW
5. MARKET UPDATE
6. Q&A
Private & confidential
17 February 2011
ACQUISTION OF YM PORTLAND (former MS Amaranta)
Key specifications
Built: 2003
Shipyard: Stocznia Gdynia, Poland
Delivery: 17 November 2010
Length: 286m
Beam: 32m
TEU: 4,414
Purchase price: USD 50.5 million
Employment: Time charter until 2019
TC party: Yang Ming Lines
Net TC rate: USD 25,740 per day
Technical management: Peter Doehle Shiffart
9
Vessel acquired at favorable terms yielding solid returns
Private & confidential
17 February 2011
ACQUISITION OF TWO 13,100 TEU CONTAINER VESSELS
Key specifications
Built: Under construction
Shipyard: Hyundai Heavy Industries, Korea
Delivery: January and February 2012
Length: 366m
Beam: 48m
TEU: 13,100
Combined purchase price: USD 310 million
Employment: 15 year time charter
TC party: One of the top five container lines in the world
Net TC rate: USD 59,672 per day
Technical management: E.R. Schiffahrt GmbH & Cie. KG
10
Acquired vessels fit well into GTB’s business model andillustrates GTB’s ability to access high profile transactions
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17 February 2011
VESSELS SECURED ON LONG TERM CHARTER PARTIES
Acquired assets have secured long term employment GTB with secured freight income of USD 745 million*
YM Portland on a time charter until 2019 at USD 25,740 per day (net) Annual freight income of ~USD 9.5 million
The Hyundai vessels are secured on 15 year TC contract at USD 59,672 per day (net) Annual freight income of ~USD 21.5 million per vessel
11
(*) Assuming that the purchase options for the Hyundai vessels are not exercised after 12 years
85
330
330
745
0
100
200
300
400
500
600
700
800
YM Portland Hyundai Hull 2156*
Hyundai Hull 2157*
Secured freight income
USDm
Secured freight income
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17 February 2011
PAYMENT & FINANCINGThe two 13,100 TEU container vessels shall be paid in 4 tranches
10% shall be paid within 10 working days after closing 2.5% shall be paid within 31 March 2011 2.5% shall be paid within 30 October 2011. The remaining 85% of the purchase price is payable upon delivery of the vessels in January and February 2012 The pre-delivery payments are secured by bank guarantees
Pre-delivery payments to be financed from GTB’s largest shareholder The loans are unsecured, without recourse to GTB Interest rate at LIBOR + 3 % p.a., will be aggregated up until maturity of the loans
GTB needs to raise new debt and equity to finance the post-delivery portion of the purchase price for the vessels and to refinance the shareholder loans Timing of capital raising will depend on the prevailing market conditions, but is contemplated to take place before the delivery of the vessels
HNA has issued a letter of undertaking pursuant to which HNA has committed to assist GTB in financing the post-delivery portion of the purchase price for the vessels
12
Private & confidential
17 February 2011
DIVESTMENT OF DATA LIBRARY
GTB divested its data library covering a part of the Iranian continental shelf (the PC 2000 library) Trade or commercial relationship with Iran or assets/services relating
to Iran is under international boycott, and is forecasted to remain so in the foreseeable future
International investors skeptical to Iranian assets Seismic no longer core strategy of GTB
The sale price is insignificant reflecting the fact that the PC 2000 library has been recorded at no value in the consolidated balance sheet of GTB, and that the library in effect had no value
13
Private & confidential
17 February 2011 14
CONTENTS
1. HIGHLIGHTS
2. Q4 FIGURES
3. TRANSACTIONS
4. COMPANY OVERVIEW
5. MARKET UPDATE
6. Q&A
Private & confidential
17 February 2011
GTB INVEST IN BRIEFGTB is a Norwegian Public Limited Liability Company incorporated under
the laws of Norway GTB Invest is listed on Oslo Stock Exchange with “GTB” as ticker The BoD of GTB has resolved to call for an extraordinary shareholders meeting to
approve change of company name to SinOceanic Shipping ASA
GTB aims to create the only ship financing company on the OSE The Company shall invest in existing tonnage and resale of new building
contracts with existing cash flow Creating above average returns through a combination of attractive deals and
leverage Exploiting opportunities within a variety of segments Main shareholder with substantial resources and long term strategy to build a
sizeable shipping company within the Norwegian maritime cluster
Management with significant experience within the shipping industry and capital markets “Lean and mean” organization primarily consisting of transaction and
commercial expertise and some high level support staff, while cost driving operations will be outsourced
Objective to engage in cost efficient ownership, chartering and managing of vessels in the GTB fleet
Technical management is proposed outsourced to highly regarded and well reputable management companies
15
Organization structure:
Oceanus Shipping AS
SinOceanic I AS
SinOceanic II AS
GTB Invest ASA
Private & confidential
17 February 2011
COMPANY STRATEGY
Investment Strategy Acquire modern and standard vessels with appreciation potential and
charters attached Flexible investment approach towards segments, however initial focus on
container segment as it is still considered the most attractive in terms of asset prices
Identify the segments which at any given time provide the best risk reward ratio and watch out for and to exploit turning points in all markets
Dividend policy Full dividend payout model within the limits of the Norwegian Public
Limited Companies Act Seek accretive deals at rates that provide a target minimum dividend yield Future need for funding through issuance of new shares
Financial Strategy Financial leverage from Chinese and Western banks Publicly traded stock ensures liquidity and flexibility for investors – more
than 3,400 shareholders
16
Private & confidential
17 February 2011
CORPORATE STRUCTURE AND GOVERNANCE
GTB can establish a tax exempt structure by entering the Norwegian Tonnage Tax regime
At present GTB is an ordinary taxed company, but is anticipated to be the holding company for a number of ship owning companies registered inside the tonnage tax regime
Alternative tonnage tax regimes will be evaluated either in combination with the Norwegian regime or as separate alternative structures
GTB has approx. NOK 965 million in tax losses carried forward which has limited value for the tax free shipping business, but may be used in the ordinary tax regime, provided such investments results in superior returns.
GTB will be managed and operated in accordance with Norwegian corporations law and best practice corporate governance
17
GTB Invest ASA
Vessel SPV Vessel SPV Vessel SPV
Board of Directors
General Shareholder Meeting
Corporate Structure:
Private & confidential
17 February 2011
EXPERIENCED TEAM
Management Jan Håkon Pettersen – CEO Garup C. Meidell – Deputy CEO Morten Steen Martinsen – Technical Director
Board of Directors Stewart Smith – Chairman Svein Eggen Anne Øian Mari Thjømøe Rebekka Glasser Herlofsen Wen Jiang Liu Liang
18
Private & confidential
17 February 2011 19
CONTENTS
1. HIGHLIGHTS
2. Q4 FIGURES
3. TRANSACTIONS
4. COMPANY OVERVIEW
5. MARKET UPDATE
6. Q&A
Private & confidential
17 February 2011
THE CONTAINER MARKET
20
Asia & Europe intra-regional demandChinese export trends
Market balance (Q4 2010)Recent fleet developments
21
,3 %
6,9
%
28
,7 %
18
,0 %
23
,0 %
14
,0 %
14
,5 %
2,9
%
-8,8
%
-18
,5 %
18
,0 %
18
,0 %
16
,5 %
15
,0 %
18
,7 %
5,8
%
17
,0 %
17
,0 %
24
,5 %
24
,0 %
25
,0 %
23
,0 %
4,0
%
-14
,5 %
23
,0 %
21
,0 %
19
,0 %
17
,0 %
-20%
-10%
0%
10%
20%
30%
40%
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
10
00
TE
Us
Chinese Exports to Europe and North America
China/North America EB China/Europe WB
2010q3 Base 2010q3 BaseFORECAST
3 000
4 000
5 000
6 000
7 000
8 000
9 000
10 000
11 000
12 000
13 000
02Q1 04Q1 06Q1 08Q1 10Q1 12Q1
TE
U 1
000s
Intra-Asia Demand
Q3 Intra Asia
Q4 Intra Asia
FORECAST
2 000
2 500
3 000
3 500
4 000
4 500
5 000
5 500
6 000
6 500
7 000
02Q1 04Q1 06Q1 08Q1 10Q1
TE
U 1
000s
Intra-Europe Demand
Q3 Intra Europe
Q4 Intra Europe
FORECAST
-
100
200
300
400
500
600
2005Q1 2006Q1 2007Q1 2008Q1 2009Q1 2010Q1 2011Q1 2012Q1 2013Q1
100
0 T
EU
Net Fleet Growth
10Q3 Base Case 10Q4 Base Case Actual
FORECAST
55%
60%
65%
70%
75%
80%
85%
90%
95%
100%
105%
-
2 000
4 000
6 000
8 000
10 000
12 000
14 000
16 000
18 000
20 000
2004Q1 2005Q1 2006Q1 2007Q1 2008Q1 2009Q1 2010Q1 2011Q1 2012Q1 2013Q1
TE
U 1
000s
Supply vs. DemandTotal Productivity Adjusted Container Carrying Fleet vs. Container Trade
UTILISATION SUPPLY DEMAND 2010q3 Base
FORECAST
Source: Viamar
Private & confidential
17 February 2011
THE CONTAINER MARKET
21
Timecharter forecastsTimecharter forecasts
-
10 000
20 000
30 000
40 000
50 000
60 000
2001q1 2003q1 2005q1 2007q1 2009q1 2011q1 2013q1
US
D/D
AY
Timecharter Equivalent Charter Market EarningsPost-Panamax 4400 TEU gearless
2010q3 Base Case 2010q4 Base Case Actual
FORECAST
Timecharter Equivalent Charter Market Earnigns3rd Quarter 2010 Base Case
-
10 000
20 000
30 000
40 000
50 000
1998q1 2000q1 2002q1 2004q1 2006q1 2008q1 2010q1 2012q1
US
D/D
AY
4400 g'less 3500 g'less 1700 grd 725 grd
FORECAST
Source: Viamar
Private & confidential
17 February 2011
THE TANKER MARKET
22
Large tanker market balanceOpec oil production
Average earnings modernNet fleet growth (Q4 2010)
22
24
26
28
30
32
34
36
98q1 99q1 00q1 01q1 02q1 03q1 04q1 05q1 06q1 07q1 08q1 09q1 10q1 11q1 12q1 13q1
Mil
l Bp
d
OPEC Oil Production
3.qtr. Base Case 4.qtr. Base Case
FORECAST
-5,0
-
5,0
10,0
15,0
20,0
2005Q1 2006Q1 2007Q1 2008Q1 2009Q1 2010Q1 2011Q1 2012Q1 2013Q1
mill
ion
dw
t
Net Fleet Growth - 4. Qtr. Base Case
Net Additions Scrapping Deliveries
FORECAST
70%
75%
80%
85%
90%
95%
100%
200
225
250
275
300
325
350
00Q1 01Q1 02Q1 03Q1 04Q1 05Q1 06Q1 07Q1 08Q1 09Q1 10Q1 11Q1 12Q1 13Q1
Dw
t
ViaMar Large Tanker Market Balance
Utilization Supply Demand (dwt)
FORECAST
-
20 000
40 000
60 000
80 000
100 000
120 000
140 000
160 000
180 000
200 000
00Q1 01Q1 02Q1 03Q1 04Q1 05Q1 06Q1 07Q1 08Q1 09Q1 10Q1 11Q1 12Q1 13Q1
US
D/d
ay
VLCC Ras Tanura - Chiba Average Earnings Modern
2010Q3 Base Case 2010Q4 Base Case
Source: Viamar
Private & confidential
17 February 2011
0
100
200
300
400
500
600
700
800
900
1000
2002,1 2003,1 2004,1 2005,1 2006,1 2007,1 2008,1 2009,1 2010,1 2011,1 2012,1 2013,1
mt
an
nu
al r
ate
Iron Ore Imports - China
3.qtr.Base 4.qtr.Base
THE BULK MARKET
23
Iron ore imports ChinaWorld steel production
Total seaborne trade – met coal
100,0
125,0
150,0
175,0
200,0
225,0
250,0
275,0
300,0
04,1 05,1 06,1 07,1 08,1 09,1 10,1 11,1 12,1 13,1
Mill
. to
ns,
annual
rate
Met Coal, Total Seaborne Trade
3.qtr. Base 4.qtr. Base
FORECAST
Source: Viamar
Private & confidential
17 February 2011
-
10 000
20 000
30 000
40 000
50 000
60 000
70 000
80 000
90 000
100 000
2004Q1 2005Q1 2006Q1 2007Q1 2008Q1 2009Q1 2010Q1 2011Q1 2012Q1 2013Q1
usd
/day
Capesize - CS4TC - 4. qtr. Base
2010q3 Base Case 2010q4 Base Case IMAREX CS4TC
FORECAST
THE BULK MARKET CONT.
24
Dry bulk new ordersNet fleet growth
Capesize dayrate forecastsDry bulk market balance
-
5,0
10,0
15,0
20,0
25,0
30,0
2006Q1 2007Q1 2008Q1 2009Q1 2010Q1 2011Q1 2012Q1 2013Q1
mill
ion
dwt
Net Fleet Growth - 4. qtr. Base Case
Net Additions Scrapping Deliveries
FORECAST
50 %
60 %
70 %
80 %
90 %
100 %
110 %
250
300
350
400
450
500
550
600
650
2005Q1 2006Q1 2007Q1 2008Q1 2009Q1 2010Q1 2011Q1 2012Q1 2013Q1
ViaMar Dry Bulk Market Balance - Supply vs Demand4.qtr. Base Case
Utilization Supply Demand
FORECAST
-
10,0
20,0
30,0
40,0
50,0
60,0
2006Q1 2007Q1 2008Q1 2009Q1 2010Q1 2011Q1 2012Q1 2013Q1
mill
ion
dw
t
Dry Bulk New Orders
Former Current History
FORECAST
Source: Viamar
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17 February 2011 25
CONTENTS
1. HIGHLIGHTS
2. Q4 FIGURES
3. TRANSACTIONS
4. COMPANY OVERVIEW
5. MARKET UPDATE
6. Q&A
Private & confidential
17 February 2011
Q&A
26
Private & confidential
17 February 2011
SHAREHOLDERS PER 14.02.2011
27
Shareholders Shares % Country
1 OCEANUS INTERNATIONAL INVESTMENT 44 736 000 33.33 NOR
2 GOLDMAN SACHS INT. – EQUITY 15 951 342 11.89 GBR
3 INAK 2 AS 6 550 000 4.88 NOR
4 SVELA EIENDOM AS 3 551 459 2.65 NOR
5 SKAGEN VEKST 1 790 820 1.33 NOR
6 VPF NORDEA SMB 1 511 167 1.13 NOR
7 HAUGNÆSS THOR KRISTIAN 1 200 000 0.89 NOR
8 TFR INVEST AS 1 135 000 0.85 NOR
9 MATSPECIALEN AS 1 100 000 0.82 NOR
10 JOHANSEN STIG JARLE 1 035 000 0.77 NOR
11 HAVTRÅL AS 1 000 000 0.75 NOR
12 PETTERSEN JAN HÅKON 1 000 000 0.75 NOR
13 RYKKEN ARNE 805 000 0.60 NOR
14 ANDERSEN LARS OLAV 800 000 0.60 NOR
15 MEIDELL CHRISTIAN GARUP 800 000 0.60 NOR
16 MIDDELBOE AS 796 919 0.59 NOR
17 PETTERSEN KÅRE 775 000 0.58 NOR
18 KROSBY ANETTE 750 000 0.56 NOR
19 SIX SIS AG 717 496 0.53 CHE
20 MP PENSJON PK 641 075 0.48 NOR