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CONFIDENTIAL AND PROPRIETARY
Any use of this material without specific permission of PTTPLC is strictly prohibited
18 November 2016
PTT’s Analyst Presentation
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Disclaimer
1
The information contained in this PTT‟s Analyst Presentation (Presentation) has not been
independently verified and no representation or warranty expressed or implied is made as to, and no
reliance should be placed on, the fairness, accuracy, completeness or correctness of this
information or opinions contained herein.
Certain statements contained in this Presentation may be statements of future expectations and
other forward-looking statements that are based on management„s current view and assumptions
and involve known and unknown risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or implied in such statements.
None of PTT or any of its affiliates, advisors or representatives shall have any liability whatsoever (in
negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its
content or otherwise arising in connection with this Presentation.
This Presentation does not constitute an offer or invitation to purchase or subscribe for any shares
and neither it nor any part of it shall form the basis of or be relied upon in connection with any
contract or commitment whatsoever.
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2
Agenda
Restructuring Rationale
Transaction Overview
Next Steps
CONFIDENTIAL AND PROPRIETARY
Any use of this material without specific permission of PTTPLC is strictly prohibited
Restructuring Rationale
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Restructuring Rationale
4
Enhance clarity and transparency to public
Support and facilitate Thai capital market and increase tax income for the government
Create employments for communities and societies, while supporting and growing with local SMEs
Strengthen Thai brands, bringing Thai entrepreneurs to AEC market
2
1
3
4
Enhance efficiency in the governance and the management of businesses in PTT Group 5
CONFIDENTIAL AND PROPRIETARY
Any use of this material without specific permission of PTTPLC is strictly prohibited
Transaction Overview
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Pre-Transaction Structure
The transfer of the oil business unit, the assets and liabilities of the business unit, and the shares of companies related to the oil business
unit from PTT to PTT Retail Business Company Limited
The change of PTT Retail Business Company Limited’s name to PTT Oil and Retail Business Company Limited (“PTTOR”)
The appointment of PTTOR as a Flagship in oil and retail business of PTT Group
The preliminary plan for initial public offering of ordinary shares of PTTOR and the listing of PTTOR in the Stock Exchange of Thailand
1
2
“The Restructuring of PTT’s Business” includes the following:
Downstream Petroleum
Business Group
Upstream Petroleum & Gas
Business Group
Infrastructure & Sustainability
Management Business Group
Listed Company Pre -Transaction
Structure
International Trading
Business Unit
Downstream Business
Group Alignment Oil Business Unit
PTT Oil
Myanmar THAPP BAFS PTTTANK KPL(1) PA Sanshui(1) PA Maoming(1)
TLBC IPS FPT PAT PTTCL
PTTLAO PTTRM PTTPC PTTRS PTTTC OGPS
FST
100% 40.4% 7.06% 100% 40% 25% 20%
48.95% 16.67% 0.000009% 35% 100%
100% 100% 100% 100% 100% 40%
100%
25% To be transferred
back to PTT
PTT transfers Oil
Business Unit to
PTTOR
(1) Awaiting to be dissolved
PTTOR
51.05%
-
6
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Preliminary Post -Transaction Structure (Before IPO)
7
THAPP BAFS PTT Oil
Myanmar PTTRM PTTPC PTTRS PTTTC
FST TLBC IPS FPT PAT PTTCL
PTTLAO
Downstream Petroleum
Business Group
Upstream Petroleum & Gas
Business Group
Infrastructure & Sustainability
Management Business Group
Listed Company
PTTOR
(Oil and Retail
Business)
International Trading
Business Unit
Downstream Business
Group Alignment
100%
To be listed PTTOR
- Preliminary Post-Transaction Structure
40.4% 7.06% 100% 100% 100% 100% 100%
25% 100.0% 16.67% 0.000009% 35% 100%
100%
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The Flagship Company for Oil and Retail Business
8
PTT’s Flagship Affiliates
PTT Global Chemical
Public Company Limited
Thai Oil
Public Company Limited
Upstream Flagship Company
PTT Exploration and Production
Public Company Limited
Power Flagship Company
Global Power Synergy
Public Company Limited
Oil and Retail Flagship Company
Being PTT Group’s flagship company
in oil and retail business with key
business interests focusing on
operating, developing and expanding
oil and retail business both
domestically and internationally
Petrochemical Flagship Company
Refinery Flagship Company
IRPC Public Company Limited
“
” PTT Oil and Retail
Business Company
Limited
PTTOR
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Business under PTTOR after Business Transfer
PTTOR’s Business will be categorized into 4 major businesses
9
Oil business(1)
Retail
Commercial
(B2B)
Supply Sales
Non-oil business(1)
7-eleven & Jiffy
Café Amazon
Master
Franchise Brand
Rental
Business
International business(1)
Non-Oil
Oil
Lubricant business(1)
Lubricant
(Domestics &
International)
• #1 market share in Thailand
• Sale volume through dealer,
end user and industrial market
in both domestic and
International at 178 million
liters p.a. (2)
2 1
3 4
Service station • FIT auto of 22 stations
(1) Data as of end of September 2016
(2) Annualized data
Laos Cambodia Myanmar Philippines
• #1 market share in Thailand
• PTT nationwide gas station
network of 1,475 stations
• Aviation and marine, industrial
use, and LPG
• Volume distributed of 10.2 billion
liters p.a.(2)
• Sale to dealers under M.7 & 10
• Volume distributed of 6.9 billion
liters p.a. (2)
• 1,305 7-eleven in PTT gas stations
• 150 Jiffy stores
• 1,556 Café Amazon nationwide
• Space rental by high quality tenants
• 23 branches
• Gas station network of
168 stations in 4 ASEAN countries
• Fuel sale volume to international
market at 1,344 million
liters p.a. (2)
• 36 Café Amazon
• 24 Jiffy stores
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67,776
38,545
25,000
35,000
45,000
55,000
65,000
75,000
Assets Liabilities
10
Impact on PTT’s and PTTOR’s Financial Performance
Assets and Liabilities to be transferred
to PTTOR as of 30 Sep 16
Net Asset Value of
THB 29,231 million
No significant impact to consolidated financial statements of PTT,
except for related transaction costs and tax expenses, which are
expenses in the PTT‟s financial statements PTTOR will continue to be consolidated by PTT
Unit: THB million
Note :
Financial data is based on financial information from
management accounts as of 30 September 2016, which
have not been audited nor reviewed by auditor
Main assets: Cash and cash equivalents, trade and other
receivables, inventories and supplies, investments, fixed
assets, and others assets
Main liabilities: Trade and others payables, and other
liabilities
Impact to Financial Statements of PTT
Unaudited Consolidated Financial Positions of PTTOR
THB million Before Business Transfer After Business Transfer
31 Dec 15 30 Sep 16 31 Dec 15 30 Sep 16
Assets 17,743 17,808 83,679 86,405
Liabilities 8,974 8,405 43,321 45,952
Shareholders‟
Equity 8,769 9,403 40,358 40,453
Note : All financial data in table above is based on financial information from:
1. Management accounts as of 31 December 2015 for before and after business transfer figures as of 31 December 2015
2. Management accounts as of 30 September 2016 for before and after business transfer figures as of 30 September 2016
Please note that the management accounts have not been audited nor reviewed by auditor
Subject to changes due to various factors e.g. changes in current assets, non-current
assets, current liabilities, and non-current liabilities under the normal business of the
oil business unit and PTTOR, and the consideration of the capital structure on the date
of the business transfer
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Gross Profit
11
Unaudited Pro-Forma Consolidated Financial Statements – Before vs. After Business Transfer
Impact on PTTOR’s Financial Performance
Unit: THB million
Revenue
EBIT Net Income
Before business transfer
After business transfer
55,697 37,858
510,747
353,613
2015 9M2016
3,382 2,865
27,604 27,678
2015 9M2016
Note : All financial data in graphs above is based on financial information from:
1. Management accounts as of 31 December 2015 for before and after business transfer figures as of 31 December 2015
2. Management accounts as of 30 September 2016 for before and after business transfer figures as of 30 September 2016
Please note that the management accounts have not been audited nor reviewed by auditor
The pro-forma financial statements are only for the illustration of the overall preliminary financial information before and after
business transfer, and thus subject to further change
1,205 1,248
12,819 16,945
2015 9M2016
836 916
10,229 13,577
2015 9M2016
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Preliminary Share Offering Plan
12
On November 18th, 2016, PTT‟s BOD has approved the preliminary plan for initial public
offering of ordinary shares of PTTOR and the listing of PTTOR in the Stock Exchange
of Thailand (the “SET”)
PTT and government authorities have a policy to hold less than 50% in PTTOR after
the share offering and listing of PTTOR in the SET
PTT will maintain its shareholding to be not less than 45% in PTTOR
Widely allocate shares to as many local individual investors as possible
Subject to further change and approval from relevant agencies
and PTT’s BOD and PTT’s shareholders
CONFIDENTIAL AND PROPRIETARY
Any use of this material without specific permission of PTTPLC is strictly prohibited
Next Steps
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Next Steps
14
1. Approval from Relevant Agencies e.g. the Ministry of Energy, Superboard,
and the Cabinet on the Restructuring of PTT‟s Business
2. Approval from PTT Shareholders’ Meeting on the Restructuring of the PTT‟s
Business as mentioned in Item 1
3. Approval from the Cabinet in relation to PTTOR‟s right to use the state assets
in accordance with the Private Investments in State Undertakings Act B.E.
2556 (2013)
Key Condition Precedents for the Transaction