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Analyst PresentationFebruary 2019
2ADES INTERNATIONAL HOLDING | Analyst Presentation
ADES at a Glance
• ADES International Holding (“ADES” or the “Group”) is a leading oil & gas drilling and production services provider in the Middle East and North Africa (“MENA”) focused on creating value for E&P Players in the region
• Constantly evolving portfolio of services that primarily includes offshore and onshore contract drilling, workover and production services
• ADES specializes in acquiring and refurbishing legacy ‘fit for purpose’ offshore assets which (among other cost-saving measures) enable the Group to offer competitive rates to its clients
• Backed by a capable in-house refurbishment and maintenance team, the Group benefits from a highly-skilled, low-cost workforce
• The Group’s business revolves around providing tailored solutions and superior service to its clients
• ADES’s offering is characterized by its commitment to global industry standards and ever-expanding services and solutions
Leading MENA-based O&G Service Provider
Differentiated Low-Cost Business Model
Customer-Centric Approach
WHO WE ARE
3ADES INTERNATIONAL HOLDING | Analyst Presentation
Our Markets
Expanding Our Regional PresenceThe new assets under ADES’ umbrella reinforce its position in the Saudi Arabian and Algerian markets and enables the expansion of its regional footprint into Kuwait.
1
2
3
4
Algeria
Egypt
KSA
Kuwait
+6 onshore rigs(1)
3onshore rigs
1MOPU
7offshore rigs
11onshore rigs
6offshore rigs
12onshore rigs
Existing Markets
The Group currently operates in Egypt, Algeria, and the Kingdom of
Saudi Arabia, but plans to expand its operations throughout the region
New Markets
ADES executed two acquisitions, which while growing its presence
significantly in the KSA, both offshore and onshore, will also see the Group to enter the onshore drilling space in
Kuwait
New markets Existing markets
1
23
4
(1) With the Kuwait and KSA segments of the Weatherford acquisition finalised in November and December 2018 respectively, ADES continues to work towards closing the acquisition of six remaining rigs in Algeria and delivery of 2 rigs in South Iraq
4ADES INTERNATIONAL HOLDING | Analyst Presentation
Highly Experienced Management Team
Investor Relations Officer
Chief Strategy Officer
Years of Experience Year Joined ADES
34
Dr. Mohamed Farouk
Chief Executive Officer ✓ Senior Vice President, Invensys
Operations Management (Now Schneider Electric)
✓ Director, Global Engineering Excellence
Centers
27 Years
2012
Aly MakhloufInternational Markets Director
Ahmed MohyEgyptian Market GM Hussein Badawy
28 Years 2014 24 Years 2009 10 Years 2016
Mohamed KhalilVP Operations Country Manager Country Manager
Omar Saleh
12 Years 2016 44 Years 2012
Morcos WilliamLegal Counsel
Shoukry El SayedVP Projects Project Manager Project Manager
14 Years 2015 38 Years 2013
Ahmed El KhatibChief Financial Officer Country Financial Controller Country Financial Controller
21 Years 2017
Gamal Mohamed AhmedHR Director Country HR Manager Country HR Manager
12 Years 2006
Mohamed SaadMaintenance Director Maintenance Superintendent Maintenance Superintendent
18 Years 2015
Amr WafikHSE Director HSE Superintendent HSE Superintendent
22 Years 2009
Mohamed HegawySupply Chain Director Supply Chain Manager Supply Chain Manager
18 Years 2017
Mahmoud HabashiQMS Director QMS Manager QMS Manager
33 Years 2013
Ayman RagaiChief Information Officer IT Manager IT Manager
27 Years 2016
◼ Ph.D. Systems Engineering and Control,Case Western Reserve University, USA
◼ M.Sc. Electrical Engineering and
Control, Faculty of Engineering, Cairo
University, Egypt
◼ B.Sc. Electrical Engineering, Faculty of
Engineering, Cairo University, Egypt
5ADES INTERNATIONAL HOLDING | Analyst Presentation
Strategy
6ADES INTERNATIONAL HOLDING | Analyst Presentation
1019
49
75
101
134
158
127
2011 2012 2013 2014 2015 2016 2017 9M2018
Revenue (USD MN)
Brent Crude (USD/bbl)
109 USD/bbl
105 USD/bbl
91 USD/bbl
100 USD/bbl
48 USD/bbl
46 USD/bbl
51 USD/bbl
78 USD/bbl
ADES – Strategy
Activity remains higher due to lower break-even prices in the MENA region than the global average
Focus on workover drilling and maintenance, mainly constituting OPEX expenditure, which is typically less cyclical than CAPEX expenditure
ADES mainly assesses its potential acquisitions through two methods:
▪ Buy-to-Contract Model – Securing the contract first, then finalising the acquisition of the asset
▪ Contract Acquisition Model – Acquiring chartered assets with on-going contracts
Target backlog of 2x net debt – ensuring maintenance of a minimum level of liquidity to pay its contractual obligations at all times
Focus on Low Cost of Production Areas Such as MENA
Focus on Workover Drilling & Maintenance
Considered Approach to Acquisitions
Backlog Management
▼ 49%Brent Crude
▲ 110%Group Revenue
▲ 141%Group EBITDA(1)
2014-17
Cycle-Proof Business Model
(1) Adjusted EBITDA - Operating profit for the year before depreciation and amortisation, employee benefit provision and other provisions and impairment of assets under construction under construction
Backlog (USD)
7 MNBacklog (USD)
67 MNBacklog (USD)
78 MNBacklog (USD)
117 MNBacklog (USD)
225 MNBacklog (USD)
501 MNBacklog (USD)
427 MNBacklog (USD)
437 MN
7ADES INTERNATIONAL HOLDING | Analyst Presentation
Strong Competitor in the Region
IOCs
NOCs
Independents
ABS
ISO Certification
Company Pre-Qualifications
Memberships
ADES’ diverse client relationships have been forged by seeking pre-qualification status to provide drilling and workover services well before a
contract is secure, thereby creating a significant barrier to entry
Solid Track RecordRanked #2 Offshore Jack-Up Driller in MENA (1)
High Profile Client BaseComprising a diverse range of leading oil companies
World Class QualificationsAdhering to Global best practice
ABS Class Certificate
The Group’s operational drilling
offshore fleet is either ABS certified or
currently pending recertification
ISO 9001:2008 Certification
ISO 29001:2012 Certification
20
14
12
11
8
8
6
6
4
4
4
3
Note (1): By number of rigs in November 2018; Note / Source: Clarkson's Research
>90%Fleet utilisation since 2012
- No. of Rigs
8ADES INTERNATIONAL HOLDING | Analyst Presentation
38%
22%
19%
10%
5%4%2%
Middle East
North America
CIS
Africa
Asia Pacific
S. & Cent. America
Europe
Middle East Continues to be the Region with the Leading Oil Production and Proven Reserves
Key Market Characteristics
The Middle East is the
leading oil-producing
region globally with
almost 40% of the world’s
proven reserves. The
sector constitutes a
significant share of GDP
and is a major source of
FDI
Distribution of Proven Reserves(1)Distribution of Oil Production(1)
(1) Source: Wood Mackenzie Production as of 2018, Reserves remaining as of Jan-19 ; (2) Source: Factset as of January 9, 2018; (3) Source: JPMorgan 2019 Oil Service Field Outlook
20
40
60
80
100
120
140
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Average Monthly Historic Price Current Forward Forward 1 Month Ago Forward 3 Months Ago Forward 6 Months Ago Forward 1 Year Ago
Oil Price Outlook(2)
US$/bbl
While it is expected some degree of capital risk aversion in NOC / IOC budget decisions in response to recent commodity retrenchment, historically there is a budget growth correlation to prior year oil price(3) ( which
averaged US$70+/bbl, 22% 2018 YTD increase)
22%
34%
20%14%
11%
9%
8%4%
Middle East
North America
CIS
Asia Pacific
Africa
S. & Cent. America
Europe
After recent volatility, oil price curve has moved back into Contango which would support continued investments in upstream sector
9ADES INTERNATIONAL HOLDING | Analyst Presentation
Robust Outlook for Investment in Upstream in Middle East
(1) Source: IHS Markit; (2) JPMorgan 2019 Oil Service Field Outlook; (3) Source: Wood Mackenzie; (4) Source: Wood Mackenzie, Jack-ups operators for wells spud from 2010 to 2018 in Middle East.
Middle East Upstream Investment
▪ Commitment to investing in upstream by the 3 largest contributors to OPEC production remains strong despite OPEC volumes being squeezed to protect price
▪ Upstream investment in the ME showed remarkable resilience during the downturn
▪ Spend has fallen 19% from US$ 83bn in 2014 to US$ 67bn in 2018 whereas global spend is down 40%
▪ Most of the drop has been in Iraq on the back of government finances been affected by lower prices and Iran owing to geopolitical uncertainty
▪ The dominant theme in the region is the expansion of oil production capacity
▪ Saudi Arabia, Kuwait and the UAE are focusing on brownfield projects with large-scale reserves around core fields already in production(3)
▪ ME is expected to grow at a record ~15% in 2019 driven by KSA, Algeria and Abu Dhabi with the spend being levered to drilling(2)
Production Forecast to 2030(1)Bn bbl
-
2
4
6
8
10
12
14
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Middle East North America
CIS Latin America
Africa Asia Pacific
Key Market Characteristics
Energy Holding
Energy Investment Companies
Independents
Holding's subsidiaries
Jack-Ups Operators in the Region(4)
57%37%
4%2%
NOC Others Large Caps International Majors
“We will spend more than half a trillion Saudi Riyals (US$ 133bn) on drilling activities over the next decade, in compliance with the goals and objectives of the ambitious Saudi Vision 2030.”
Mohammed Al-Qahtani, Saudi Aramco’s Sr. VP for upstream
“With the blessing of HH Sheikh Khalifa, the Supreme Petroleum Council approved AED 486bn (US$ 132bn) in capex to support ADNOC’s 5-year growth plans... ADNOC will increase oil production capacity to 5mpbd by 2030.”
Sheikh Mohamed, Abu Dhabi Crown Prince, Nov 2018
Other Qatar Iran Iraq Oman Kuwait UAE KSA
0
10
20
30
40
50
60
70
80
90
2014 2015 2016 2017 2018 2019 2020 2021
ME Spend – Breakdown per Country(3)US$ bn
Strong commitment by Middle East NOCs to investing in upstream sector driven by a long-term view on growth in demandand a desire to maintain or increase market share
10ADES INTERNATIONAL HOLDING | Analyst Presentation
Middle East has the Lowest Extraction Cost Globally
Overview per Region
0
10
20
30
40
50
60
70
80
90
100
110
120
Canada TarSands
Barents Sea AngolaDeepwater
Australia US Tight Oil NigeriaDeepwater
North Sea Brazil Pre-Salt UAE Egypt Egypt Saudi Arabia UAE Kuwait Saudi Arabia
Onshore
Offshore
US$/bbl Range
NB: Breakeven prices can vary widely within areas, countries and even basins depending on factors of geology, geography and industry regulations
2018 Average Brent Price: US$ 71.1/bbl
CORE MARKETS
ADES operates in countries characterized by low extraction costs, non harsh environments and the pre-dominance of drilling intensive legacy fields
✓
✓
✓ ✓
✓ADES’ current presence
11ADES INTERNATIONAL HOLDING | Analyst Presentation
ADES’s Core Focus is on “Non-Harsh” Environments
Onshore Shallow Water Deep Water Ultra Deep Water
Onshore RigsJack-up Rigs(Up to 400ft)
Semi-submersible Rigs(<10,000ft)
Drill ships(>10,000ft)
Jack-Up Fleet Locations(1)
(1) Source: Clarkson Dec-18, data as of Dec-18(2) Source: Daleel Oil & Gas Supply Portal & Baker Hughes
Onshore Fleet Locations(2)
(1)
22%
18%
16%
13%
12%
11%
8%
North America
NW Europe
S&C America
Asia Pacific
Med / Casp./ BI.SeaWest Africa
Middle East/ISC
44%
22%
11%
10%
8%4% 1%
Middle East/ISC
Asia Pacific
North America
NW Europe
Med / Casp./ BI.SeaWest Africa
S&C America
Floater Fleet Locations(1)
53%
22%
5%
9%
3%4%4%2%
Russia and CIS
USA
Canada
Middle East
Africa
Asia-Pacific
Latin-America
Europe
12ADES INTERNATIONAL HOLDING | Analyst Presentation
Focus on Stable and Resilient Jack-up, Legacy Rigs Segment
Shallow Drilling is an Attractive Segment(1)
Legacy Rigs vs New-builds(1)
Shallow water basins are dominated by lower-risk brownfield projects (development drilling) with attractive economics resulting in lower volatility and quicker recovery during downturns (shorter cycle)
50%
60%
70%
80%
90%
100%
'09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19
Utilization
Floaters Utilization
Jack-up Utilization
Reflected in more resilient utilisation rates More resilient day rates … And more stable backlog days
(1): Source: Clarkson Dec-18 report
▪ Given their high G&A cost structure and reliance on outsourced (costly) maintenance approach, big global offshore drillers opt to scrap their legacy assets
▪ Low cost, legacy assets offshore drillers have the requisite cost structure and internal refurbishment capabilities to profitably deploy old legacy assets in the appropriate markets
▪ Legacy assets are a norm in the Middle East market
▪ During the most recent downturn, legacy assets have outperformed new-build assets (as measured by % utilization)
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
0
50
100
150
200
250
300
350
400
450
500
Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18
<=1978 utilization1979-1985 utilization1986-2005 utilization2006+ utilization
Utilization by Build Cycle# of active Rigs
Jack-up Fleet Age Profile of Shallow Water Rigs
23%
49%
4%
7%
18%
1976-1980 1981-1985 1986-1997 1998-2008 2009+
120,000
100,000
80,000
40,000
20,000
0
60,000
Jan
-09
Jul-
09
Total Days
Jan
-10
Jul-
10
Jan
-11
Jul-
11
Jan
-12
Jul-
12
Jan
-13
Jul-
13
Jan
-14
Jul-
14
Jan
-15
Jul-
15
Jan
-16
Jul-
16
Jan
-17
Jul-
17
Jan
-18
Jul-
18
Jack-Ups <=300ftJack-Ups >300ft
Jack-Up Backlog
Total number of contracted days for jack-up fleet and vessels under construction. Excludes
undeclared optional contract periods.
600
500
400
200
100
0
300
300
250
150
100
50
200
Jan
-05
Jan
-06
Jan
-07
Jan
-08
Jan
-09
Jan
-10
Jan
-11
Jan
-12
Jan
-13
Jan
-14
Jan
-15
Jan
-16
Jan
-17
Jan
-18
350
Floater & Jack-Up DayratesFloatersUS$’000/day
Jack-UpsUS$’000/day
13ADES INTERNATIONAL HOLDING | Analyst Presentation
Middle East Drilling Industry Has Exhibited Strong Growth While Keeping Utilizations High
(1): Source: Clarkson Dec-18; (2) Source: Drilling Contractor - Official Magazine of the International Association of Drilling Contractors; note: Utilization rate of all regions shown were sourced from this report. Utilization rate of Europe refers to Europe / FSU / Russia as per magazine. (3): Source: International Drilling Activity by Region - Spears - Dec 2018; note: Only growth of North America and Asia / China; Asia and China refers to Far East and China as per report. (4): Source: Baker Hughes Rig Count (except North America and Asia / China). (5): Source: Drilling Contractor - Overall refers to average of international Land Rig utilization excluding US & Canada
58%
35%
65%
69% 61%
77%
79%
(100%)
(80%)
(60%)
(40%)
(20%)
0%
20%
40%
60%
0 1 2 3 4 5 6 7 8
Regional Jack-up Rigs Growth & Utilization Rates(1)
Size of the bubbleJack-up Utilization (Avg. 2018)
Rig
Gro
wth
(’1
0-P
rese
nt)
North America
S&C America
West Africa
NW Europe
Asia Pacific
Med./Casp/Bl. Sea
Middle East/ISC
95%
87% 88%91%
93%95%
87%
74%
64%66%
71%
99%
90% 90% 91% 94%
96%
90%
85%
78% 77% 79%
50%
60%
70%
80%
90%
100%
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Global Middle East
Jack-up Rig utilization rate at start of each year
The Middle East is the only region to witness rig growth since 2009 and enjoys the highest Jack-up utilization rate
Onshore Rigs Growth & Utilization Rates
62%
72%
75%
79%
84%
78%
(80%)
(60%)
(40%)
(20%)
0%
20%
40%
60%
80%
100%
0 1 2 3 4 5 6 7
Size of the bubbleOnshore Utilization (Avg. 2018)(2)
Rig
Gro
wth
(’10
-Pre
sen
t)(4
)
North America(3)
S&C America
Europe
Africa
Middle East/ISC
Asia / China(3) 84%
88%90%
95%
85%
91%
81%
70% 71%
77%
82%
90%
97%100%
94%
100% 99%
75%77%
84%
50%
60%
70%
80%
90%
100%
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Overall Middle East
Onshore Rig utilization rate average of each year(2)
14ADES INTERNATIONAL HOLDING | Analyst Presentation
• Evaluate proposed acquisition opportunities
IPO of ADES
Smart ExecutionEvaluating Acquisitions and Backlog Renewal
Roadmap to Growth
• Signed Definitive Acquisition Agreement31 onshore drilling rigs –Weatherford (KSA, Algeria, Kuwait and Southern Iraq)
• Finalised Nabors Acquisition3 operating offshore jack-up rigs (KSA)
• Extensive integration plan - Restructure the new business for a streamlined integration with the Group’s newly acquired assets
• Incorporate newly acquired assets within governance to safeguard the interests of all our stakeholders
• Working with top-tier consultants for a seamless Integration as well as the enhancement of Group’s HSE and Governance framework
• In the medium-term ADES’ is expected to generate strong cash-flows supporting the distribution of dividends
• ADES will continue to grow organically by participating in accretive tenders and growing its backlog
• Capitalise on increased tendering capacity through strategic agreements with leading shipyards
• Secured Standby Credit Facility SAR 525 million (US$140 million) from Alinma bank
Integration & Governance Organic Growth Dividends
• Secured Syndicated Credit FacilityUS$450 million -arranged by the Bank of America Merrill Lynch and the EBRD
Market Sentiment
• Positive Market Sentiment drives management’s decision to IPO
• Participated in competitive processes for promising tenders, which led to Nabors and Weatherford acquisition) while consistently renewing Group backlog
• Acquisitions resulted in:• Almost USD 1bn of
additional backlog• USD 250mn of
additional revenue
15ADES INTERNATIONAL HOLDING | Analyst Presentation
Operational Excellence
16ADES INTERNATIONAL HOLDING | Analyst Presentation
To ensure that the Group continues to deliver exemplary safety and health standards, ADES has appointed a top tier HSE consultant to review the Group’s safety procedures and ensure its continued adherence to the highest safety standards.
Health, Safety and Environmental Responsibilities
HSE Overview HSE Incident Statistics
2016 2017 H1 18
Total Working hours (‘000) 2,792 4,343 2,263
Recordable injury rate (200,000 man-hours)
0.40 0.41 0.62
IADC worldwide RECRD incident rate up to date
0.58 0.45 0.69
• As an oil and gas service provider, ADES is committed to complying with
occupational health, safety and environmental care standards as a sign of its
commitment to excellent quality service
• The HSE Management System provides ongoing identification, prioritization
and control of any risk that may arise. This system establishes a continuous
improvement process for the implementation of the HSE policy, leadership
expectations and core values
Improve Plan
Perform
Measure
Act
Incident and Injury Free Workplace (IIF)HSE Management System
The consultants have carried out a preliminary safety culture assessment, which addresses the following topics:
I
2
3
4
A full safety culture assessment through interviews of more than 45 employees from cross section of ADES.
Plan IIF sessions in town, for the crews of three select rig sites as well as Cairo office employees in. To be rolled-out in the KSA at a later stage
Carry out IIF coaches training which shall be provided to ADES nominated IIF coaches
Post-IIF sessions, Offshore unit visits to evaluate IIF measures have been adequately employed
17ADES INTERNATIONAL HOLDING | Analyst Presentation
Human Resources Department
Human Resources in Perspective
Human Resources Department Main Objective :
Hire talented calibers, train & develop their knowledge, skills & abilities, with the aim to retain our valuable employees to match the market requirements and achieve the company’s strategic goals.
Talent Acquisition
Head Count & Turnover Rate
532770
1241 1330
3587
0
500
1000
1500
2000
2500
3000
3500
4000
2014 2015 2016 2017 2018
HeadcountTurnover
4.8%
Includes 140 Third Party employees
340 Will be added shortly out of which 294 are 3rd
party employees
- Set the recruitment strategy in alignment with company strategic direction with the aim to position the company as an employer of choice.
- Attract and hire the best qualified candidates from within or outside the organization
- Promote the mobility of the senior leadership team across different countries.
Engagement & Communications
ADES has a new approach through the establishment of a new section –Engagement & Communications – with the aim to:• Build a solid internal communication strategy.• Design Culture transformation methodologies to empower the core
values and ADES DNA through different programs.• Measure employee satisfaction toward the company through
monitoring engagement surveys and initiate corrective actions if required.
Team Building Activity
Engagement Survey
ADES Workplace
Regular Comms.
Safety Leadership
Turbo Day
Regular Rig Visits
ADES Annual Event
To project the achievements and milestones took place, communicate future plans and reward best performers.
Satisfaction Survey
Special Events in
Different occasions
18ADES INTERNATIONAL HOLDING | Analyst Presentation
Human Resources Department Cont’d
Training & Development
ADES is committed to promote an environment of training and continuing professional development for its employees. The company provides numerous training courses that covers the training requirements of tier one clients for example: Aramco, KOC, EGPC, BP and Eni.
Develop competency management system (CMS) and On Job Training system (OJT) to measure the abilities, commitment, knowledge and skills for the job holder to ensure high level of efficiency while performing the required job.
Design different development and succession programs in alignment with the company strategic objectives.
Emergency
Operational
Lifting
Drilling
Marine
Medical
HSE
Mechanical
ElectricalCourse
Categories
Total number of courses are
123
26,202
18,888
15,237
Training Hours - 2018
HSE
Technical
Soft Skills
60,327
19ADES INTERNATIONAL HOLDING | Analyst Presentation
ADES is about to introduce its Training ARM to the Oil & Gas market under the title of “ ADES Academy “ to train and develop its human capital.
Seeking Accreditations:• IWCF “International Well control forum “• IADC “International association of drilling contractors” • LEEA “Lifting equipment Engineers Association • ASHI “American Safety & Health Institute”• NEBOSH “National Examination Board in Occupational Safety and
Health
ADES Academy
Human Resources Department Cont’d
ADES is about to introduce its new training management System or portal after acquiring the license of “ Skills VX “. This software facilitates the management of training process (TMS), Competency Management (CMS) and Learning Management System (LMS)
Advanced Training Management PlatformTalent Development Programs
Under Graduate Training Program
Graduate Training Program
Special
Program
Future Managers Program
Summer Internship Program (SIP)
Assistant Rig Manager Program (ARMP)
Graduate Training Program (GTP)
Rig Mover Program (RMP)
SADA
SPSPOIM Trainee Program (OTP)
ADES offers a diversity of development and succession programs in all levels whether undergraduates, graduates, specialists or even highly experienced in alignment with the company strategic objectives.
Competitive Packages:
ADES always seeks to provide competitive packages to its employees specially for the key positions. ADES salary scale meets and exceeds the market scale in accordance to the criticality of the positions.
Incentive Based Compensation (KPIs):
The performance of ADES employees is based on management by objective, whereby each employee has their salary split into a fixed part and a variable part which is directly linked to the performance of the employee pertaining to their specified role.
Benefits:
Employees usually receive additional upgraded benefits according to their employment grades, including medical coverage that is extended to the employee’s family, life insurance & allowances (including for certain travel, transportation, mobile expenses).
ADES World:
ADES world is a portal for discounted offers that is designed for corporate employees. These offers may vary from travel offers to discounted goods via several methods and application.
Employee Retention
20ADES INTERNATIONAL HOLDING | Analyst Presentation
Fleet Utilisation Schedule | Offshore
Contracted Good Chance for Renewal Optional Extension Contracted with Previous Owner
2017A 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
ADMARINE I Egypt
ADMARINE II Egypt
ADMARINE III Egypt
ADMARINE IV Egypt
ADMARINE V Egypt
ADMARINE VI Egypt
ADMARINE VIII Egypt
ADMARINE 88 Egypt
ADMARINE 261 KSA
ADMARINE 262 KSA
ADMARINE 266 KSA
ADMARINE 655 KSA
ADMARINE 656 KSA
ADMARINE 657 KSA
21ADES INTERNATIONAL HOLDING | Analyst Presentation
Fleet Utilisation Schedule | Onshore
Contracted Good Chance for Renewal Optional Extension Contracted with Previous Owner
2017A 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
ADES 2 Algeria
ADES 3 Algeria
Rig 155 Kuwait
Rig 776 Kuwait
Rig 870 Kuwait
Rig 871 Kuwait
Rig 180 Kuwait
Rig 878 Kuwait
Rig 808 Kuwait
Rig 809 Kuwait
Rig 144 KSA
Rig 158 KSA
Rig 798 KSA
Rig 157 KSA
Rig 173 KSA
Rig 174 KSA
Rig 040 KSA
Rig 799 KSA
Rig 889 KSA
22ADES INTERNATIONAL HOLDING | Analyst Presentation
Recent Acquisitions
23ADES INTERNATIONAL HOLDING | Analyst Presentation
Recent Acquisitions (1 of 2)
Nabors Acquisition - Overview
Nabors Acquisition (Completed in June 2018)The acquisition of 3 operational offshore jack-up rigs located in the KSA, brings the number of the Group’s
offshore rigs under contract to 14
• Admarine 656 and Admarine 657 rigs have been refurbished before the acquisition, with five-year certification. Both Rigs have started generating revenue immediately after the acquisition was completed.
• Admarine 655 is currently operational after undergoing an ABS recertification process.
Rig DetailsAdmarine 655 Admarine 656 Admarine 657
Transaction Highlights
Asset • 3 ultra-shallow offshore drilling jack-up rigs
Location • KSA
Current Charterer • Aramco
Purchase Price • USD 83 million (75% Cash - 25% ADES shares)
Seller
24ADES INTERNATIONAL HOLDING | Analyst Presentation
Recent Acquisitions (2 of 2)
Weatherford Acquisition - Overview
Weatherford Acquisition In July 2018, ADES announced the signing of a definitive agreement with Weatherford International plc for the acquisition of 31 onshore drilling rigs. With the Kuwait and KSA segments of the deal finalised in November and December 2018 respectively, ADES continues to
work towards closing the acquisition of the six remaining rigs in Algeria and delivery of two rigs in Southern Iraq.
• 20 of the acquired 31 rigs are
currently operational
• Remaining 11 will be used in
tendering activities and for
strategic inventory purposes
Transaction Highlights
Asset • 31 onshore rigs
Location • KSA, Algeria, Kuwait and Southern Iraq
Purchase Price • USD 287.5 million (paid by a combination of cash and secured debt instruments)
Additional Details
• The future revenue-generating ability of the 11 non-operational rigs was not factored into the transaction’s valuation
• Rigs were acquired for a minimal cash compensation, in line with ADES’ strategy of executing smart acquisitions at attractive prices that present significant upside potential
Seller
DetailsUSD 190 MN
Expected Annual Revenues
12 YRSAverage Rig Age
+ 20Operational Rigs
4.5 YRSWeighted Av. Contract Tenor
+2,300Employees
USD 750 MNExpected Additional
Backlog
25ADES INTERNATIONAL HOLDING | Analyst Presentation
Expanding Our Regional PresenceThe new assets under ADES’ umbrella reinforce its position in the Saudi Arabian and Algerian markets and enables the expansion of its
regional footprint into Kuwait and Southern Iraq.
Recent Acquisitions (2 of 2)
Weatherford Acquisition – Potential
6
11
2
- New markets
- Existing markets
- Acquired onshore assets
SouthernIraq
Algeria
KSA
3 3
6
11
12
2
31
Algeria KSA Kuwait S. Iraq Total
Onshore Fleet Additions
Existing onshore fleet rigs
34
At the close of this transaction, more than 80%of ADES’ top-line will be generated outside Egypt.
12Kuwait
(No. Rigs)
26ADES INTERNATIONAL HOLDING | Analyst Presentation
Expected Combined Impact on Backlog and Top-line PerformanceThe new acquisitions will allow ADES to strengthen its onshore and offshore assets while adding to its backlog and expanding its revenue
contribution from international markets
The new strategic acquisitions have secured ADES’ position as one of the
major players in the MENA region.
The newly acquired rigs are expected to contribute an additional c.USD 250
million to ADES’ annual revenues, which alone exceeds the total annual revenues
recorded in 2017
Recent Acquisitions
Combined Acquisitions – Potential
312 15
313
34
34
15
49 (1)
Onshore Offshore Total
Existing Rigs New Acquisitions
437
600
78150
Existing Fleet backlog as of 30 Sep. 2018WDI Kuwait
WDI KSA
ADM 657 renewal
c. USD 1.26 BN
158
60
150
40
FY17 NewAcquisitions
Nabors
Weatherford
Total Fleet Addition Expected Annual Revenue
250
Expected Backlog Distribution
The newly acquired assets’ are expected to almost triple the existing backlog as at 30 September 2018
11%1%
49%
39%
Egypt Algeria KSA Kuwait
Expected Backlog Geographical Distribution
Post-acquisitions, ADES’ backlog will come from a more
diversified group of territories
(USD mn)(No. Rigs)(USD mn)
16%
7%
48%
29%
Egypt Algeria KSA Kuwait
Expected RevenueDistribution
The acquisition will gain ADES entry into new markets while
strengthening presence in existing markets
Note (1): Includes six rigs in WDI Algeria and two rigs in South Iraq which ADES is currently working on finalising
27ADES INTERNATIONAL HOLDING | Analyst Presentation
Our Markets
28ADES INTERNATIONAL HOLDING | Analyst Presentation
KSA – Market FundamentalsOur Markets
Upside potential of the Saudi Oil & Gas market
KSA is the world’s most important oil producer, possessing c.16% of the world’s proven petroleum reserves in 2017 and ranks as the largest exporter of petroleum
KSA’s oil & gas market is characterised by low extraction costs, non harsh environments and the pre-dominance of drilling intensive legacy fields
• KSA has accounted for 65% of all jack up drilling days added globally in 2018YTD(1), contributing 58 years of the 90 years of added jack-up backlog(2)
• Moving from 230 – 300 rigs collectively in coming years, giving an average of 25% growth
Top 5 Markets by Proven Oil Reserves(3)
Thousand Million Barrels
Top 5 Markets by Oil Production(3)
Thousand Barrels Daily
303266
169 157 149
Venezuela KSA Canada Iran Iraq
13,05711,951
11,257
4,982 4,831
USA KSA Russia Iran Canada
16% of Global Reserves
13% of Global Production
(1) 2018 YTD refers to Jan-October 2018 (2) Source: Bassoe Offshore (3) Source: BP Report
29ADES INTERNATIONAL HOLDING | Analyst Presentation
6 550+ USD 230mn
ADES in the KSA (Offshore)Our Markets
(1) Source: Clarksons Research (2) Source: Bassoe Offshore
Strengthening our Offshore Presence
Acquisitions in 2016
Acquisitions in 2018
Admarine 261 Admarine 262 Admarine 266
Admarine 655 Admarine 656 Admarine 657
In late 2016, ADES launched operations in the KSA with
the acquisition of three legacy offshore rigs
operating under contract
In 2018, ADES further strengthened its presence in
the Kingdom with the acquisition 3 ultra-shallow
offshore drilling jack-up rigs from a subsidiary of Nabors
Industries
These acquisitions have enabled ADES to establish itself as a key player in the
KSA oil and gas services market
Advantages of pre-qualification with Aramco
ADES’ prequalification with Aramco is expected to
facilitate the expansion of services in the Kingdom
Aramco’s renewal with the rigs acquired from Nabors with ADES is testament of
Aramco’s confidence in the Group’s business and
operations
Of all contracts awarded worldwide this year, Saudi
Aramco has offered the longest terms: nearly 1200 days on average compared to 485 days for the rest of
world average(2)
Offshore rigs Employees Backlog (3Q 18)
Presence in the KSA
ADES’ Ranking in the KSA(1)
87
6 65
4 4 43
ARO ENSCO ADES Rowan Shelf drilling Noble Corp Seadrill Others ArabianDrilling Co.
(No. offshore jack-up Rigs – October 2018)
30ADES INTERNATIONAL HOLDING | Analyst Presentation
11 Onshore rigs
9
Up to 3000
USD 78 MN
923
ADES in the KSA (Onshore)Our Markets
Entering KSA’s Onshore Space
As part of the Weatherford deal, ADES has acquired 11 onshore rigs in the KSA
This marks the entrance of ADES in the KSA natural gas drilling market – making the Group one of the few players in this lucrative industry, traditionally characterised by high utilisation rates
9 rigs are currently under contract and generate an additional $78 million in the Group’s backlog. ADES is expecting to secure new contracts extensions
ADES’ Potential Ranking in the KSA(1)
(No. onshore rigs – October 2018)
4341
35
28
98
16
SANAD Sinopec Arab Drill Sapiem ADES Dalma Others
Contracted Rigs
Horse Power
Backlog
Employees
Acquisition Highlights*
(1) Source: Internal intelligence
31ADES INTERNATIONAL HOLDING | Analyst Presentation
12 Onshore rigs
8
Up to 3000
USD 606 MN
c. 976
Contracted Rigs
Horse Power
Additional Backlog
Employees
48
32 31
8 7 5 7
Sinopec Burgan KDC ADES NDSC Greywolf Others
Acquisition Highlights
ADES in KuwaitOur Markets
Upside Potential of the Kuwaiti Market
6th in the World for proven oil reserves, behind only Venezuela, KSA, Canada, Iran and Iraq
Advantageous investment environment
Low-cost break-even point
One of the highest utilisation rates globally
ADES’ Ranking in Kuwait(1)
(No. onshore rigs – October 2018)
Advantages of pre-qualification with KOC
• Access to a privileged market with:• High barriers to entry• Limited number of bidders • Restricted registration process
• Invitation to all tenders with KOC in Kuwait
• New approach to promote the LSTK, while there has been shortage of the rigs in the previous market tender.
Kuwait’s national oil company expects to spend USD 114 billion in CAPEX over the next five years and an additional USD 394 billion
beyond that to 2040
In November 2018, ADES entered the Kuwaiti market through the acquisition of 12 onshore rigs from Weatherford Int’l plc. The transaction is set to become a stable source of additional backlog over the coming six years.
(1) Source: Internal intelligence
32ADES INTERNATIONAL HOLDING | Analyst Presentation
USD 187 MN
Employees1000+
Cumulative Backlog (3Q 2018)
7
1
Offshore rigs
MOPU
Presence in Egypt
ADES in EgyptOur Markets
Upside Potential of the Egyptian Market
Strong profitability and return on investment driven by attractive acquisition cost of rigs and long-term continuous service
Government reforms are set to boost economic growth and improve business environment
6th largest proven oil reserves in Africa(1)
Lower labor cost relative to regional and global averages
The 2015 Zohr gas field discovery is set to increase Egypt’s oil reserves by around 50%
(1) Source: Clarksons Research
62.8 62.8
30
As of 2017 With Zohr
Trill
ion
Cu
bic
Fee
t
ADES’ Ranking in Egypt(1)
(No. offshore jack-up Rigs – October 2018)
Admarine II
While headquartered in DIFC, ADES manages the Group’s high-level activities out of its base in Egypt, where the Group
has been present since 2011
Currently focuses on providing offshore drilling services in shallow non-harsh environments
ADES’ continued operational performance and excellent safety record have allowed it to develop excellent
relationships with the government and suppliers helping ADES mitigate the longer terms on receivables in the
Egyptian oil & gas industry
8
21 1 1 1 1
ADES ShelfDrilling
EDC EGAS Saipem SinoTharwa
Others
33ADES INTERNATIONAL HOLDING | Analyst Presentation
Upside potential of Algerian market
ADES entered the Algerian market in 2015 with the acquisition of new-build onshore rig ADES 2 and has since grown its fleet to 3 onshore rigs (with one of the rigs currently in the tendering phase)
USD 13 MN
Cumulative Backlog (3Q 2018)
3
50+
Onshore rigs
Employees
Presence in Algeria
ADES in AlgeriaOur Markets
Algerian proven crude oil reserves are estimated to be of 12.2 billion barrels1
High barriers to entry for international investors protect ADES’ position in the market
Relatively low cost of oil production
Good working capital with 75% of most contracts paid in USD and 25% in DZD
Algeria is the third largest natural gas producer in the MENA region after Qatar and Saudi Arabia
ADES II
34ADES INTERNATIONAL HOLDING | Analyst Presentation
Acquisition Integration
35ADES INTERNATIONAL HOLDING | Analyst Presentation
The Group’s extensive post-acquisition programme involves two main steps and was developed in collaboration with Boston Consulting Group, a global leader in the subject
Post-Acquisition Program
• Identify areas for development within the existing operating model (including processes, people and governance)
• Define targets and ‘transition’ initiatives• Identify integration risks and appropriate mitigation
strategies• Ultimately use internal assessments and external
benchmarking to devise integration plan for the Group as a whole
• Organise strategy workshops to support ADES Senior Executive Team in understanding rapidly changing context, determining key implications for ADES, and accordingly shaping/fine-tuning ADES' strategy
• 2 workshops held in parallel to integration programme in order to reflect on steps taken and improve the efforts going forward
In light of ADES’ recent acquisitions, the Group has already began to implement a multi-faceted post-acquisition program through dedicated integration and strategy workshops with the aim to extract the full value of its newly acquired assets, people and technology
Integration Strategy
Integration80%
Strategy20%
1
2
36ADES INTERNATIONAL HOLDING | Analyst Presentation
Phase 1 Deliverables
Post-Acquisition Program
Integration - 80%Key Objectives
Realise "synergies" & value creation opportunities
Design and build the new organisation
Create a common culture and bind key people
Continue day-to-day business
Organisation & People
Systems & Procedures
Change Management
• Baseline organisation• Assess & identify key
talents
• Map system & processes
• Identify overlaps• Maturity & gap
assessment
• Diagnose current cultures
• Derive implication for integration
• Select optimal organisational structure• Design operating model• Select key resource for key functions
appointments• Develop retention & redundancy plans
• Select best practices, identify & calculate synergies
• Design integrated processes/system for HQ functions and business functions
• Set target culture and identify desired behaviors• Design interventions activities to reinforce desired
behaviors• Design communication & engagement activities• Design training & change management activities
• Transparent baseline of as-is• To-be organisation design, operating model and
governance• Transition plan to move from As-is to To-be
• Transparent baseline of current set-up • Synergy potential analysis• Integrated & optimised business and HQ processes
and updated policies for HQ process• Develop transition plan
• Assessment of current culture• Clearly articulated target culture supportive to overall
strategy, and required interventions to implement target culture
• Transition plan to implement new culture• Regular insight in new management engagement
• Set operational & financial synergy & targets
• Develop integrated implementation phase roadmap
• Design governance structure for implementation
Assess Design Plan
StrategyIntegration
37ADES INTERNATIONAL HOLDING | Analyst Presentation
Workshop 1
Workshop 2
Expected outcomes:
• Shared view on relevant market developments
• Confirmation of current strategy, or clarification of need for change (+direction and magnitude of change)
• Input for business plan and strategic priorities for coming years
StrategyIntegration
Post-Acquisition Program
Strategy Workshops – 20%Objective
Format• 2 focused workshops (c.0.5-1.0 day) for ADES’ senior
executive team and BCG experts• Organised in parallel to Integration, leaving room for
reflection• Various preparatory, summarising & formalising
actions to realise optimal workshop results
ObjectiveSupport ADES Senior Executive Team in understanding rapidly changing context, determining key implications for ADES, and accordingly shaping/fine-tuning ADES' strategy
Strategy Workshop Program
Circulate pre-read in preparation for workshop 1
Status of the drilling sector, deep dive on selected markets, competitive landscape and evolving client requirements needs, key success factors, competitive models observed
Summarise outcomes workshop 1, circulate for comments, and as input for workshop 2
Detail preferred competitive models, selection and identification of implication for organisation, operating model, financials, resources and initiatives
Summarise outcomes workshop 2, circulate for comments and formalise output
38ADES INTERNATIONAL HOLDING | Analyst Presentation
Key Takeaways
• Increasing diversification during 2018 through two major acquisitions – Weatherford and
Nabors assets..
• Middle East & North Africa region remains attractive
• Cost competitive, internationalized domestic workforce
• Niche market position with high barriers to entry
• Significant and growing order book backlog – in excess of $1bn
• High asset utilization – good profitability
• Robust balance sheet
• Strong Health & Safety track record
• Experienced management team.
The Regional Champion