SinOceanic Shipping ASA

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SinOceanic Shipping ASA Annual General Meeting 29 May 2012 .

Transcript of SinOceanic Shipping ASA

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This presentation contains and is based on, inter alia, forward-looking information relating to the business, financial performance and results of SinOceanic Shipping ASA (the "Company"), its subsidiaries and/or the industry in which it operates. Forward-looking information concerns future circumstances, results and other matters 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 information set out in, and underlying, this presentation is only 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 its shareholders or subsidiary undertakings or any such person’s officers or employees provides any assurance that the assumptions underlying such forward-looking information are free from errors nor do any of them accept any responsibility for the future accuracy of the future information expressed in, or underlying, this presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any information based on or including forward-looking information, or to conform any forward-looking information to our actual results.

Disclaimer

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2011

In February, SinOceanic I AS (Sino I) and SinOceanic II AS (Sino II), two wholly owned subsidiaries of SinOceanic Shipping ASA (SinOceanic ASA), entered into agreements to purchase two 13,100 TEU container vessels, MSC Vega and MSC Altair, both chartered to MSC on timecharter for 15 years.

In an Extraordinary General Meeting held on 15 March the name of the company was changed to SinOceanic Shipping ASA.

In August, SinOceanic III AS (Sino III), a wholly owned subsidiary of SinOceanic Shipping ASA, entered into an agreement to purchase a 13,100 TEU container vessel, MSC Regulus, and chartered the vessel back to the Seller, MSC on a 15 year bareboat charter party.

In September an extraordinary general meeting resolved to restructure the SinOceanic ASA’s share capital through a reverse split, at ratio of 10 to 1.

In December SinOceanic ASA refinanced a USD 25 million 1st priority loan with a new 8 years USD 29,5 million loan facility. The loan refinanced YM Portland.

In December, due to the turbulence in the world’s equity market, the Board of SinOceanic ASA temporarily postponed the Company’s efforts to raise equity capital to finance the delivery of MSC Vega, MSC Altair and MSC Regulus.

Highlights 2011/2012

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2012 In January Sino I entered into a USD 80 million eight years senior secured loan with

Deutsche Bank which is guaranteed by SinOceanic ASA, and a USD 80 million eight years second priority loan with Oceanus International Investment AS (Oceanus) for the financing of MSC Vega. The loan from Oceanus is not guaranteed by SinOceanic ASA.

On 11 January Sino I took delivery of MSC Vega. In February Sino II secured commitment for a USD 100 million senior secured bond issue

with maturity date 17 February 2015 for the financing of MSC Altair. In February an Extraordinary General Meeting in SinOceanic ASA elected Tone Bjørnov as

new member of the Board. In March Sino II entered into a USD 60 million three years second priority secured loan

with Oceanus for the financing of MSC Altair. The loan from Oceanus is not guaranteed by SinOceanic ASA.

On 28 March Sino II took delivery of MSC Altair. In May Sino III, entered into a USD 100 million 1st priority secured loan, a USD 20 million

2nd priority mezzanine loan and a USD 44 million 3rd priority junior loan with Oceanus for the financing of MSC Regulus. The loan from Oceanus is not guaranteed by SinOceanic ASA.

On 21 May Sino III took delivery of MSC Regulus. The Board propose that no dividend is paid for 2011.

Highlights 2011/2012

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2011 Financials - Profit & Loss Statement

(USD 000) 2011 2010

TC revenue 9,306 1,177

Other revenue 0 79

Vessel related opex (2,551) (350)

Other operating expences (2,885) (2,716)

External services expences (2,038) (1,738)

EBITDA 1,832 (3,548)

D&A (2,181) (268)

EBIT (349) (3,816)

Net financial items (2,417) (628)

Profit/(loss) before tax (2,766) (4,444)

Tax expense - (278)

Net profit/(loss) (2,766) (4,722)

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2011 Financials - Balance Sheet

(USD 000) 2011 2010

Total non-current assets 111,973 50,979

Other current assets 720 188

Cash and cash equivalents 10,068 12,565

TOTAL ASSETS 122,761 63,732

Total equity 29,672 32,632

Non-current interest bearing debt 26,905 0

Current interest bearing debt 63,856 30,169

Other current liabilities 2,328 931

TOTAL EQUITY AND LIABILITIES 122,761 63,732

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Business Strategy

Acquire modern and standard vessels with charters attached and appreciation potential

Scalable set-up enabling growth without increasing SG&A

Flexible investment approach towards segments, however initial focus is on the containership segment, as this still is considered the most attractive in terms of asset prices and employment

Constantly monitor markets to identify the segments which at any given time provide the best risk reward ratio. Watch out for and exploit turning points in all markets. Looking for merger candidates

Full dividend payout when available

Creating a sizeable ship owning company

Company sole focus is to take advantage of current market opportunities investing in depressed priced tonnage with firm and secure cash flow

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YM Portland (TEU 4,444)

Built in 2003, acquired 17 November 2010

Purchase price USD 50.5m

Time charter until 2019 to Yangming (UK) Ltd

MSC Vega, MSC Altair and MSC Regulus (TEU 13,100)

MSC Vega delivered Jan 2012

MSC Altair delivered March 2012

MSC Regulus delivered May 2012

Combined purchase price USD 465m

Attractive 15 year charter parties to MSC

SinOceanic ASA provided sellers of MSC Vega and MSC Altair with a normal performance guarantee in the MoA on behalf of the Shipping Subsidiaries.

(*) Assuming that the purchase options are not exercised

4 attractive deals completed with long term CPs

Represents freight income of ~USD 1 bn

Illustrative EBITDA first full year of operations of current fleet (excl. G&A)

Acquired vessels fit well into SinOceanic’s business model and illustrates its ability to access high

profile transaction

85

330

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255

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YM Portland MSC Vega* MSC Altair* MSC Regulus*

Secured freight income

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Total EBITDA

USDm

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MSC Vega is financed with a USD 80m 1st priority senior secured bank loan and USD 80m 2nd priority secured junior loan from Oceanus.

MSC Altair is financed with a USD 100m 1st priority senior secured bond and USD 60m 2nd priority secured junior loan from Oceanus.

MSC Regulus is financed with a USD 100m 1st priority senior secured loan, USD 20m mezzanine 2nd priority secured loan and USD 44m in 3rd priority secured junior loan from Oceanus.

The junior loans from Oceanus are re-financeable and non-recourse to SinOceanic ASA.

MSC Vega junior loan from Oceanus initially carry an interest of LIBOR + 8% which steps up to LIBOR + 10% from year two.

MSC Altair and MSC Regulus junior loans from Oceanus carries interests of 19% + USD 1 million in back end fee.

Interest payments subordinated to senior lenders interest payments and cash sweep arrangement.

Non-payable interests due to lack of cash in Sino II and Sino III added to junior loan principals as payable-in-kind.

Debt Overview MSC Vega, MSC Altair and MSC Regulus

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Example: MSC Regulus Financing: USD 120 mill @ 12pct USD 44 mill @ 19pct Alt. 1: Original project cost inclusive fees, extras, legal etc. (30 years) USD 161 mill Alt. 2: Project cost if re-financed after 12 months (29 years) USD 166.25 mill Alt. 3: Project cost if re-financed after 24 months (28 years) USD 170.25 mill

Assumptions: USD 46,460 daily bareboat rate throughout life Scrap value USD 10 mill

Total capital return: Alt. 1: 10.1pct Alt. 2: 9.6pct Alt. 3: 9.3pct

Conclusion: Even refinancing after two years makes the project viable

Total Capital Return Consequences Due to Expensive Debt Financing

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Container Ship Markets have improved dramatically over the last two months.

Tanker markets look weak, and rates will barely cover operating cost during the next couple of years.

Dry Cargo markets are weak, and rates will barely cover operating cost for the next year or so.

LNG markets look promising for the next couple of years, but ordrebook already is challenging from year 2014/15.

Car Carrier market is about to improve.

Shipping Markets

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Large Tanker Market 2008 2009 2010 2011 2012 2013 2014 2015

Supply 1,7 % 2,9 % 3,8 % 2,7 % 3,2 % 1,2 % 1,2 % 0,3 %

Demand 0,5 % -8,8 % 1,2 % 6,0 % 0,2 % 5,6 % 6,3 % 5,4 %

Utilization 88 % 78 % 76 % 76 % 76 % 80 % 84 % 88 %

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Supply 2009 2010 2011 2012 2013 2014 2015

5,4 % 10,8 % 14,9 % 14,1 % 7,1 % 3,1 % 3,1 %

Demand 2009 2010 2011 2012 2013 2014 2015

-2,4 % 14,1 % 5,7 % 9,5 % 10,1 % 11,2 % 10,6 %

70 %

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95 %

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2006Q1 2008Q1 2010Q1 2012Q1 2014Q1

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dwt

ViaMar Dry Bulk Market Balance

Utilization Supply Demand

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Market Balance Containerships

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Contact details

SinOceanic Shipping ASA Rådhusgaten 23,

N-0158 Oslo, Norway

Tel: +47 22 81 40 00 Fax: +47 22 81 40 01

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The Board of Directors has proposed that the General Meeting adopts the following resolution: “In accordance with Section 10-14 of the Norwegian Public Limited Companies Act, the board is

authorised to increase the Company’s share capital by up to NOK 1,342,128 by issue of up to 223,688 new shares, each with a nominal value of NOK 6.

The board authorisation shall be used in order for the Company to fulfil its obligations in

connection with the share options which are granted to the company’s management. Thus, the board is authorised to deviate from the shareholders’ pre-emptive right to the new shares pursuant to Section 10-4 of the Norwegian Public Limited Companies Act.

If the share capital of the Company is changed as a consequence of a share split, reverse share

split or similar, the authorisation shall be amended accordingly. The authorisation does not comprise a capital increase with non-cash contributions. The authorisation is valid for two years. The authority to issue shares granted in the ordinary general meeting on 24 May 2011 is

cancelled.”

Item 13 – Board authorisation to increase the share capital

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It is suggested that the Board of Directors is granted the following authority to purchase its own shares:

“The Board of Directors is granted authority to, on behalf of the company, acquire its own shares with a total nominal value of up to NOK 8,052,767, provided however that the total nominal value of own shares at any given time shall not exceed 10 per cent of the share capital in the Company.

The maximum amount which can be paid per share is NOK 30 and the lowest is NOK 1.5.

Acquisition and subsequent sale of such own shares can take place as considered suitable by the Board of Directors, but not through subscription of such own shares. The Board of Directors shall ensure that applicable legislation regarding equal treatment of the company’s shareholders and the prohibition against giving shareholders an unreasonable advantage at the disadvantage of other shareholders is complied with.

The authority is valid until the Annual General Meeting in 2013, but no longer than 30 June 2013.”

Item 14 – Board Authorization to acquire own shares.