This document is not an offer of securities for sale into the United States or elsewhere. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. In addition, the Fund has not been, and will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). No public offering is being made in the United States.
We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to the transaction or otherwise.
We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from BTS Group Holdings Public Company Limited ("BTSG") or Bangkok Mass Transit System Public Company Limited ("BTSC"), their directors, officers, employees, agents, affiliates and/or from other sources. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, as to the achievement or reasonableness of unaudited pro forma financial data, statistical data and analyses, future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. Any purchases of securities should be made solely on the basis of information contained in the offering memorandum and any supplement thereto published in respect of the offering. This document and the information contained herein do not constitute a prospectus or an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates.
Investing in the investment units involves certain risks. Investors shall obtain and review the relevant information carefully before investing. This presentation should not be treated as advice relating to legal, taxation, financial, accounting or investment matters. The recipient of this document must conduct its own investigation and analysis of the transaction and the information and data contained in this document and in connection with the Fund should you proceed. No information set out in this document will form the basis of any contract.
For more information relating to the Fund, please visit www.btsgif.com or www.bblam.co.th
Disclaimer
2
3
■ Infrastructure Fund
■ Transaction Structure
■ Investment Highlights
■ Strategies
■ Financials
Agenda
Infrastructure Fund in Thailand
Infrastructure Fund Structure
IFF is a mutual fund which is exempted from corporate income tax in Thailand
Dividends received by individuals (Thailand and non-Thai) from IFFs will be exempt from income tax for 10 years
Payout of not less than 90% of adjusted net income per annum
Ability to pay dividend more than earnings to avoid any cash trap
Resulting from Government and Capital Market Regulatory Bodies’ initiative to:
Develop the country's infrastructure
Allow access to infrastructure projects for a broader range of investors
New financing alternative
Purpose of Infrastructure Fund 1
Tax Efficient Nature 2
High Payout Vehicle 3
Infrastructure Fund is an entity that raises capital from the public to
invest in infrastructure assets, including: toll roads, airports, power
plants, water treatment plants, rail roads and transportation
infrastructure
Infrastructure Assets
Infrastructure Fund
Public Investors
Assets Owner
Infrastructure Fund
Investor
What is an Infrastructure Fund (IFF)?
4
Fund Summary
Issuer • BTS Rail Mass Transit Growth Infrastructure Fund (“BTSGIF”)
Sponsors • BTS Group Holdings PCL (“BTSG”) and Bangkok Mass Transit System PCL (“BTSC”)
Fund Management Company • BBL Asset Management Co., Ltd. (“BBLAM”)
Fund Supervisor • Standard Chartered Bank (Thai) Pcl. (“SCBT”)
Initial Asset • Future net farebox revenue (Farebox revenue less related operating cost and CAPEX) from the Core BTS SkyTrain system (23.5km)
• Concession period ending 4 December 2029 (approximately 17 years) • Investment cost : THB 61,399 million • American Appraisal appraisal value: THB 61,000 million (Discount rate 9.0%) • fnAsia appraisal value: THB 59,400 million (Discount rate 8.8%)(1)
Total Investment Units • 5,788 million investment units
Final Price • THB 10.8 per investment unit
Fund Size • THB 62,510.4 million
Use of Proceeds • To fund the acquisition of the future net farebox revenues for the Core BTS SkyTrain system
• Payment of expenses relating to the establishment of BTSGIF
Lock-up Arrangement • Lock-up of BTSG’s 33.3% holding of BTSGIF units: 10 years
5
(1) Discount cashflow without adjusting Mid-Year Convention
BTS Mass Transit Business Overview
O&M Business (Call Option)
6
Core BTS SkyTrain System (Initial Asset)
30-year concession (ending 4 Dec 2029) to exclusively collect ridership fare (and bear related expenses and capital expenditure)
23 stations over 23.5 km in CBD: Connecting Bangkok’s most important business and tourist destinations
All investments made by BTSC: Including civil works, E&M and trains (except land acquisition) from private sector sources
No revenue sharing or concession fees for BMA
Mo Chit
Saphan Khwai
Ari
Sanam Pao
Victory Monument
Phaya Thai
Ratchathewi National Stadium Siam
Chit Lom
Phloen Chit
Nana Ratchadamri
Asok
Phrom Phong
Thong Lo Ekkamai
Phra Khanong On Nut
Bangchak
Udom Suk
Bang Na
Bearing
Bang Wa
Wutthakat
Ratchadapisek
Wongwian Yai Phothinimit
Krung Thon Buri
Saphan Taksin
Surasak
Chong Nonsi
Sala Daeng
BTSC to receive pre-determined annual O&M fee for the operation and maintenance of the system
Scope includes train and station management for:
Core SkyTrain System after concession expires (12 years from 5 Dec 2029 to 2 May 2042)
Green line extension (30 years to 2 May 2042)
o Sukhumvit Extension (On Nut – Bearing)
o Silom Extension (Saphan Taksin – Bang Wa)
Mo Chit
Saphan Khwai
Ari
Sanam Pao
Victory Monument
Phaya Thai
Ratchathewi
National Stadium
Chitlom
Phloenchit
Nana Ratchadamri
Asok Phrom Phong
Thong Lo Ekkamai
Phra Khanong On Nut
Chong Nonsi
Sala Daeng
Saphan Taksin
Siam
Surasak Punnawithi
7
■ Infrastructure Fund
■ Transaction Structure
■ Investment Highlights
■ Strategies
■ Financials
Agenda
Management Structure
BTSGIF
Fund Supervisor (Standard Chartered Bank (Thai))
Fund Management Company (BBL Asset Management Co. Ltd)
BTSC
33.3%
Public Unitholders
66.7%
BTSG
Infrastructure Fund Manager
Ongoing management of BTSGIF
Evaluate new investment opportunities
Appointed by BBLAM
Committees must include experts in Sky Train business
Give investment advice on investment to fund manager
BTSC Board Controls
Comprise of 1/3 from BTSG, 1/3 from BBLAM and 1/3 as independent directors
Resolution on Reserved Matters requires at least 2 votes from BBLAM
Nominate Board Representatives at BTSC
Monitor BTSC’s operation and compliance under NRTA
Exercise veto vote on Reserved Matters 97.5%
Investment Advisory Committee
Fund Management
NRTA between BTSC and BTSGIF
Fund Supervisor Agreement
Supervise Fund Management Company Make payment for fund expenses Keep fund’s assets
8
NRTA: Net Revenue Purchase
and Transfer Agreement
The budgeting process is prepared by BTSC, but requires explicit sign-off by BTSGIF, thereby avoiding any conflict of interest as it pertains to achieving targets for the incentive fee:
BTSC shall prepare the O&M Costs Budget, setting out the projected O&M Costs and Annual Net Farebox Revenues Target for each financial year
The O&M Costs Budget and the Annual Net Farebox Revenues Target to then be submitted to BTSGIF for approval
If either the draft O&M Costs Budget or Annual Net Farebox Revenues Target is not approved, a third party expert to be jointly engaged by BTSGIF and BTSC to determine the appropriate value
Pending such determination, the previous financial year’s Budget / Target shall apply
Corporate Governance Overview
9
SCBT
BBLAM
BTSC Board
1/3 appointed by BBLAM / BTSGIF
1/3 appointed by BTSG
1/3 independent
BTSC
Selected Reserved Matters
BTSC shall obtain at least 2 of 3 votes from BTSC’s directors nominated by the Fund prior to undertaking any of the following Reserved Matters, among others:
Change senior management of BTSC and fixing their remuneration
Amend Memorandum of Association or the Articles of Association of BTSC
Engage in business activities other than related to the Core BTS SkyTrain System, Long Term O&M Agreement, and any other new business approved by BTSGIF or allowed under the NRTA
Modify Concession Agreement or any material terms of other Project Agreements; terminate Concession Agreement, O&M Agreement or the Project Agreements
Assign rights or transfer obligations under the Project Agreements
Securitize any of its assets to third parties or dispose of any of its assets or its revenues unless an exemption applies
Incur any financial indebtedness unless an exemption applies
Enter into any amalgamation, demerger, or merger
Capital reduction or buyback for purposes other than distributions to BTSC’s shareholders provided that BTSG’s shareholding percentage is not reduced and BTSC’s paid up capital is not less than THB 3 billion
O&M Costs Budgeting
Fund Supervisor
Custody, monitoring and supervision
Fund Manager
Ongoing management of BTSGIF
Initiate/evaluate new investment opportunities
Nominate 1/3 Board Representatives at BTSC
Net Farebox Revenue Paid to BTSGIF
10
All farebox revenue from passengers in the Core BTS SkyTrain system
Other revenue and compensation from any person under, arising out of or relating to concession or the farebox revenue of the Core BTS SkyTrain system
Excluding revenue from O&M business extension, media business and revenue from BTSC’s other business
Net Farebox Revenue
Farebox Revenue Net of…
Cost relevant to the Core BTS SkyTrain system such as maintenance capital expenditure, labor, electricity, etc.
New rolling stock for the Core BTS SkyTrain system to serve future ridership
Revenue to BTSC
Incentive Fee
Actual as % of Budget
No incentive fee
10% of the incremental amount exceeding 100% but not exceeding 125%
Fee from item 2 plus 15% of the incremental amount exceeding 125%
>125%
Operating Expenses
Capital Expenditure
Incentive Fee (to BTSC)
1
2
3
Agenda
11
■ Infrastructure Fund
■ Transaction Structure
■ Investment Highlights
■ Strategies
■ Financials
Investment Highlights
2 Exclusive concession with flexibility to adjust fares
3 Backbone of Bangkok’s public transport system
4 Resilient business with proven track record
5 Efficient operations with significant operating leverage
Scope for accretive portfolio expansion 7
12
1 Attractive industry dynamics and strong government support
Strong operator management expertise 8
6 Ample capacity with limited capex for remainder of concession
13
The Thai government has made explicit its policy to develop Bangkok’s infrastructure by investing in mass transit infrastructure projects
Aggressive “M-MAP” development plan
(2010) to transform Bangkok’s rail system
into a mature network
Planned expansion of rail coverage
from 79.0km currently to 390.0km
by 2019 and 508.0km by 2029
Expedite construction of 10 mass
rapid transit lines within Bangkok
for completion within 4 years
One of New Government’s ten urgent projects
508 km by 2029 1
Source: Office of Transportation and Traffic Policy and Planning
Note: 1. The OTP’s M-MAP programme aims to expand rail-line coverage to 390.0 km by 2019 and 508.0 km by 2029
1
2
1
Attractive industry dynamics and strong government support
Source: BMA, OTP, Tokyo Metropolitan Government, Singapore's Land Transport Authority, Hong Kong's Census and Statistics Department, Tokyo Metro, Hong Kong's Transport Department
5.5% 5.8%
19.2%
31.4% 34.8%
42.4%
2010A 2011A 2017E 2022E 2027E 2032EMass rail transit market share Rail length (km)
14
Urban rail mass transit penetration Forecast length and market share of Bangkok’s mass rail transit system
Source: BTS and OTP’s rail mass transit master plan for Bangkok Metropolitan and surrounding areas. OTP’s transport data and model integrated with multimodal transport and logistics (TDML II)
Note: 1 Rail mass transit length per million population.
Region/ City
Population
(mn)
Rail mass
transit length
(km)
Urban mass
transit
pervasion1
Tokyo 13.2 320.0 24.2
Singapore
7.1 246.4 34.7 Hong Kong
5.2 178.0 34.2
Bangkok 10.4
79.5
7.6
1 Attractive industry dynamics and strong government support (cont’d)
Bangkok has a low penetration rate compared to other cities
74.2 79.5
236.0
390.0
508.0
Exclusive Concession with Flexibility to Adjust Fares
BTSGIF represents a rare opportunity to invest in the 1st pure-play publicly-traded infrastructure fund in Thailand, supported by Core BTS SkyTrain’s significant and stable cash generation
Exclusive concession to operate Bangkok’s central and only elevated electric railway
BTS SkyTrain
BTSC BMA
Exclusive operation right
Concession agreement
Ministry of
the Interior
Authorisation
• No revenue sharing or concession fees for BMA
• 30-year concession, ending December 2029
2
Flexibility to adjust fare
15
Stations
Fare price (THB) 23 stations, 23.5 km in CBD
Connecting Bangkok’s most important business and tourist destinations, serving as the backbone to all Bangkok’s mass transit systems
All investments made by BTSC Including civil works, E&M and trains (except land acquisition) from private sector sources. BTO for civil works, BOT for electrical and mechanical works, including trains
No revenue sharing or concession fees for BMA Exclusive right to operate and retain all farebox revenues from BTS SkyTrain System during the period of the concession
30 years concession 30 years of concession period ending 4 Dec 2029, approximately 17 years remaining. Effective fare can be adjusted once every 18 months by
making announcement to BMA and public 30 days in advance
Must not exceed the Authorized Fare
22.0
25.0
28.0
31.0
34.0
42.0
37.0
18.8
25.1
31.3
37.6
43.8
50.1
56.4
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17
16
Backbone of Bangkok’s Public Transport 3
Traffic flow Traffic flow
Resilient business with proven track record
17
BTS SkyTrain has exhibited strong and resilient growth as an essential infrastructure for the city of Bangkok and benefits from favourable government policy
4
12 years of uninterrupted revenue growth1; Return to double-digit growth phase
Source: Company reports Note: 1. Excludes revenue from the extension lines under the Long Term O&M Agreement
Initial Growth Stable Growth Faster Growth
Aug 2011: opening of the Sukhumvit Line extension (On Nut –
Bearing)
July 2004: opening of Bangkok MRT System Blue Line
May 2009: opening of the
Silom Line extension
Aug 2010: opening of the Suvarnabhumi
Airport Link
May 2010: opening of
the Bangkok BRT
59
79
96 105
118 132
139 133 136 144 145
176
197
Ridership (mn)
1,419 1,780
2,122 2,294 2,573 2,817 3,066 3,224 3,292 3,485 3,545 4,297
4,897
2000/01 2001/02 2002/03 2003/04 2004/05 2005/06 2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13
Farebox Revenue (THBmm)
Efficient Operation With Significant Operating Leverage
18
Ridership and EBITDA margin of BTS SkyTrain business1
Efficient operations with significant operating leverage
5
Designed for efficiency
Strong ridership
growth along with
sustained margin
expansion
Opportunities for further
improvement
Note: 1. Ridership and EBITDA margin are for core network business only 2. FY ending 31st March 2011, and 2012 3. FY ending 31st December 2010, and 2011
EBITDA margin comparison (train business only)
2
Source: Company filings
2
The BTS elevated system is designed for efficiency
3
Source: Company filings
• Economies of scale from increased ridership
• Network efficiency from new line extensions
• Operational initiatives (e.g. increase in-house maintenance)
144.5 145.2 176.0 197.0
FY2010 FY2011 FY2012 FY2013
19
Ample Capacity with Limited Capex for Remainder of Concession
6
Source: Company filings
* It is estimated that BTSC will add 7 new four-carriage trains (totaling 28 carriages) between FY2018-2021. The cost to be allocated to BTSGIF is estimated at THB 800 million.
ESTIMATED FLEET
X 7 28 +54.3% *
TOTAL ESTIMATED FLEET X59 236
CURRENT FLEET NO. OF TRAINS TOTAL CARRIAGES CAPACITY INCREASE (CUMULATIVE)
INDICATIVE CAPEX (THB mn)
X35 105 FULLY PAID (BTSC)
X 12 48 FULLY PAID (BTSC)
TOTAL CURRENT FLEET X47 153 FULLY PAID (BTSC)
ON ORDER FLEET
x35 35 +22.9% ~THB 2.0bn (BTSC) (paid ~THB 1.9bn)
X 5 20 +35.9% ~THB 1.2bn (BTSC) (paid ~THB500 mn)
TOTAL CURRENT FLEET X52 208
20
BTSGIF has significant scope for portfolio expansion secured under its right to purchase and right of first refusal
Line Route Distance
(km)
Core BTS SkyTrain Network (12 years from Dec 2029 to May 2042) 23.5
Green On Nut – Bearing (30 years to May 2042) 5.3
Green Saphan Taksin – Bang Wa (30 years to May 2042) 7.5
Light Green Bearing – Samut Prakarn (expected: 2017) 12.8
Dark Green Mochit – Kukod (expected: 2017) 18.4
Dark Green Samutprakarn – Bangpu (expected: 2017) 7.0
Light Green National Stadium –Yodse (expected: 2019) 1.0
Dark Green Kukod – Lamlukka (expected: 2019) 6.5
Purple Bang Yai - Bang Sue (expected: 2015) 23.0
Blue Hua Lamphong - Bang Khae (expected: 2016)
14.0
Blue Bang Sue - Tha Pra (expected: 2016) 13.0
Light Red Bang Sue - Phayathai – Makkasan (expected: 2017) 9.0
Light Red Makkasan - Hua Mak (expected: 2017) 10.0
Dark Red Bang Sue - Rangsit -Thammasart University (expected: 2017)
36.3
Dark Red Bang Sue - Hua Lamphong (expected: 2017) 6.5
LRT Bang Na - Suvarnabhumi (expected: 2017) 18.6
Pink Line Kaerai – Parkgred – Meenburi (expected: 2017) 34.5
Airport Link Bang Sue - Phayathai (expected: 2019) 7.9
Note: means the project is under construction 1. Including the 23.5km Core BTS SkyTrain Network for 2029 to 2042
Existing BTSC O&M
contract
Future BTS Green Line extensions
up for bidding
Other planned
mass transit projects
BTSGIF call option and ROFR apply (Total of 82km)1
BTSGIF ROFR applies (Total of 172.8km)
Source: Office of Transport and Traffic Policy and Planning (OTCP), Company website, MRTA website, State Railway website and other public sources
7 Scope for accretive portfolio expansion
Dark Green
Mo Chit – Kukod
16 stations, 18.4km
Completion by 2017
Dark Green
Samut Prakarn – Bang Pu
7km; Completion by 2017
Airport Link
Bang Sue – Phayathai
7.9km; Completion by 2019
Light Red
Bang Sue – Makkasan
5 stations, 9km
Completion by 2017
Light rail
Bang Na – Suvarnabhumi
18.6km; Completion by 2017
Light Green
National Stadium - Yodse
1km; Completion by 2019
Pink Line
Khae Rai – Min Buri
34.5km; Completion by 2017
Call option yet to be
constructed
Right of First Refusal
Light Green
Bearing – Samut Prakarn
9 stations, 12.8km
Completion by 2017
Dark Green
Kukod – Lamlukka
6.5km, Completion by 2019
Call option under
construction
21
The BTSC team is composed of personnel with extensive experience in the mass transit business
Strong operator management expertise 8
Reliable operations team
• 13-year track record
• All operations conducted in-house
• Service reliability recognised globally to be of a high standard
• Maintained full service operation and suffered no major asset damage during natural disasters
Impeccable safety record
• Lloyd’s Register: Certificate of Safety Management Systems
• OHSAS 18001:2007: Certificate of Health and Safety
• ISO9000:2008
• No major system accidents in the past 13-year operation
Strong management
expertise
Mr. Keeree Kanjanapas
Executive Chairman and Chief Executive Officer
Mr. Surapong Laoha-Unya
Chief Operating Officer / Chief Administrative Officer
Dr. Anat Arbhabhirama
Chairman of the Management Committe
Mr. Kong Chi Keung
Chief Financial Officer
Agenda
22
■ Infrastructure Fund
■ Transaction Structure
■ Investment Highlights
■ Strategies
■ Financials
Strategies
23
Further Enhance BTSC’s Capability to Serve Expected Ridership Growth
Farebox Adjustments
(Ability to make adjustments to fares up to authorised limit without regulatory approval)
Increase Operating Efficiency
Act as Cash Flow Generation Vehicle
to Maximise Stable Distributions
to Unitholders
Rights of First Refusal / Call Option to Buy
New Value Enhancing Assets from BTSC / BTSG
/ BTSG Affiliates
Independently Seek Out Value Accretive
Acquisition Opportunities
BTSGIF BTSC
Harmonious strategy between BTSGIF and BTSC
with clear delineation of focus
Seek to Invest in New Cash Flow Enhancing Mass Transit Assets
Agenda
24
■ Infrastructure Fund
■ Transaction Structure
■ Investment Highlights
■ Strategies
■ Financials
25
Farebox revenue EBITDA 1
Solid Financial Performance (Carve-out Statements)
THB mm
Notes: 1 Represents earnings before interest and taxation after adding depreciation and amortization and provision for long-term employee benefits, and deducting gain on restructuring under rehabilitation plan.
Because there are various EBITDA calculation methods, the presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.
THB mm
3,485 3,545
4,297
4,897
FY2010 FY2011 FY2012 FY2013
Full year
144 145
176
197
Ridership (mn)
1,912 2,025
2,905
3,268
FY2010 FY2011 FY2012 FY2013
Full year
54.9%
57.1%
67.6% 66.7%
EBITDA margin
2,809
2,376
3,699
776
FY 2012 (pro-forma) FY 2013 (projected) FY 2014 (projected)
3,152
2,721
2,313
3,614
754
FY 2012 (pro-forma) FY 2013 (projected) FY 2014 (projected)
3,067
Strong growth in projected distributions to BTSGIF unitholders
26
Income from investment 1 Total distribution to unitholders
3M ended 31-Mar-13 projected
9M ended 31-Dec-12 pro-forma
THB mm THB mm
Notes: 1 Farebox revenues – Direct attributable operating expenses – capex
Disclaimer: Historical performance of BTSGIF as shown in BTSGIF historical pro-forma statements does not guarantee its future performance. BTSGIF historical pro-forma statement has not been audited and has been prepared for illustrative purposes only as if the establishment of BTSGIF and the execution of the net revenue purchase and transfer agreement had taken place on April 1, 2011 and therefore, is not necessarily indicative of the actual financial position that would have been attained by BTSGIF and may not give a true picture of BTSGIF’s actual results of operations, financial position and cash flows
3M ended 31-Mar-13 projected
9M ended 31-Dec-12 pro-forma
The FY 2013 and FY 2014 income from investment and total distribution to unitholders are projections and not guaranteed.
Today’s Agenda
27
Appendix Appendix
BTSG at a Glance
Mass Transit
Property
Media
Services
(1) Figures are calculated by combining revenues of each business without consideration of eliminating transactions of related parties in order to present performance of particular business unit
Historical revenues (1)
Developer of Bangkok’s inaugural mass transit system, now managing over 31 km (31 stations) of mass transit network
Core BTS SkyTrain System
• Exclusive concessionaire for the system of 23.5 km (23 stations) since Dec 1999
• Operator under the Long-term O&M Contract awarded by the BMA (after concession ends in December 2029 until May 2042)
Green Line Extensions
• Operator of all existing Green Line extensions since May 2009
• Currently operating under Long-term O&M Contract covering 12.8km (11 stations) starting in May 2012 until May 2042
Bus Rapid Transit
• Operator of rapid bus service in central of Bangkok, covering 15 km (12 stations) for 7 years
Extensive Experience in Mass Transit Business
BTSG primary business
Continued growth in annual farebox revenue since first full year of operation in 2000
Dominant out-of-home media player with 42.9% revenue growth in FY 2012
Channels include BTS train wrapping, SkyTrain stations, and modern trade
Commercial and residential projects along mass transit routes
Existing land bank
Smart card business providing common ticketing services across network
Other services include construction services and golf course
28
Media Revenue (THB mn)
1124 1,371 1959
2,795
09/10 10/11 11/12 12/13
Property Revenue (THB mn)
1,062 661 728
1,523
09/10 10/11 11/12 12/13
Services Revenue (THB mn)
36
- 1
43
09/10 10/11 11/12 12/13
3,680 3,861 5,032
6,016
09/10 10/11 11/12 12/13
Mass Transit Revenue(THB mn)
Line Route Distance
(km) Expected
operating year
LRT Bang Na - Suvarnabhumi 18.6 2017
Pink Line Kaerai – Parkgred - Meenburi 34.5 2017
Airport Link Bang Sue - Phayathai 7.9 2019
Dark Green Samutprakarn - Bangpu 7.0 2017
Light Green National Stadium -Yodse 1.0 2019
Dark Green Kukod - Lamlukka 6.5 2019
Line Route Distance
(km) Stations
Operating since
Dark Green Mo Chit - Onnut 16.5 17 Dec 99
Light Green National Stadium - Sapan
Taksin 7.0 7 Dec 99
Blue Bang Sue - Hua Lumpong 20.0 18 Jul 04
Light Green Saphan Taksin - Wongwian Yai
2.2 2 May 09
Airport Link Phayathai - Suvarnabhumi 28.5 8 Aug 10
Dark Green Onnut - Bearing 5.3 5 Aug 11
29
Future projects - direct feeders to BTS System
Ongoing projects to be completed by 2017
163.3km 97 stations
Line Route Operate year
Distance (km)
Stations
Light Green
Wongwian Yai - Bang Wa
2012-13 5.3 4
Light Red Bang Sue - Talingchan 2012 15.0 5
Purple Bang Yai - Bang Sue 2015 23.0 16
Blue Hua Lamphong -
Bang Khae 2016 14.0 11
Blue Bang Sue - Tha Pra 2016 13.0 9
Light Green Bearing - Samut Prakarn 2017 12.8 9
Dark Green Mochit - Kukod 2017 18.4 16
Light Red Bang Sue - Phayathai -
Makkasan 2017 9.0 5
Light Red Makkasan - Hua Mak 2017 10.0 3
Dark Red Bang Sue - Rangsit -
Thammasart University 2017 36.3 13
Dark Red Bang Sue - Hua Lamphong 2017 6.5 6
Sources: Office of Transport and Traffic Policy and Planning (OTCP) Company website, MRTA website, State Railway website, and other public sources
79.5km Already operating
83.1km Under Construction
345.4km To be completed by 2029
Lines that connect with our lines Extensions to our current lines
2
3
Mass Transit System Extension
Existing lines 79.5km 57 stations
1
30
BTS SkyTrain1
• Thailand’s first elevated electric railway system at the heart of Bangkok
MRT Subway1
• Thailand’s first underground mass transit railway system
Suvarnabhumi Airport Link
• Rapid transit line that connects the Suvarnabhumi Airport to BTS Skytrain’s Phaya Thai station in central Bangkok
Competitors are complementary and feed into each other’s networks
Note: 1. While BTS Skytrain passes through the CBD, MRT Subway runs around through the town and feeds passengers into the BTS SkyTrain lines
Description
Existing Ridership
Capacity
Network
Operator BTSC is the exclusive operator of Green line extensions under the preview of BMA until May 2042
• Exclusive concessionaire for the Core Network until December 2029
BTSC is the exclusive operator of the Core Network from December 2029 – May 2042
• Solely operated by Bangkok Metro Public Company Limited under a concession to exclusively operate the network until July 2029
Owned and operated by State Railway of Thailand
• 35 three-car trains (with capacity of 1,106 passengers) and 12 four-car trains (with capacity of 1,490 passengers)
• 19 three-car trains (with capacity of 900 passengers)
28.5km track, running above existing eastern railway, with an underground terminal at the airport
Makkasan Express Line: 15-minute non-stop service between the Makkasan city air terminal and the airport
• Phaya Express Line: 17-minute non-stop service between Phaya Thai terminal and the airport
City Line: 30-minute commuter rail service with stops at 8 stations from the airport to Phaya Thai station
31 stations, 2 separate lines, 31.0km track
• Sukhumvit Line: 22 stations, 22.3km and runs northwards and eastwards from central Bangkok, connecting Mo Chit and Bearing
Silom Line: 9 stations, 8.7km and runs through one of Bangkok’s central business areas, connecting National Stadium and Wongwian Yai
• 18 stations, 20.0km track, from Hua Lamphong Railway Station to Bang Sue
• MRT runs throughout Bangkok and feeds passengers to BTS line at connecting stations
• 5 three –car trains for city line
4 four –car train for express
Overview of Bangkok’s Public Transport
31
Although BTSC already enjoys a high degree of operating efficiency, it continues to seek ways to make improvement
Increase Operating Efficiency
• Has taken over the maintenance of the automatic fare
collection system
• Opportunity to take over maintenance of 35 3-car
trains, following the expiry of service contract with
third party in Dec 2014
• Will further take over maintenance of 12 4-car trains
following expiry of the warranty period in Oct 2013
Take over O&M from third party service providers Upgrade signaling system
• Changed the BTS SkyTrain signaling system from Siemens’
to Bombardier’s for the existing 23.5 km BTS SkyTrain
system
• Bombardier is required to provide training to BTSC’s
personnel to maintain the new signaling system and BTSC
intends to maintain the signaling system itself
• Advantages of new signaling system
– Require low maintenance cost
– Allow more flexible expansion of the system via a
reduced headway
Overview of BTSGIF historical pro-forma statements of income
32
(Unit: THB mm) FY 2012
(pro-forma) 9M ended 31-Dec-12
(pro-forma)
Investment income
Income from the investment in the net revenue purchase and transfer agreement
2,809 2,376
Interest income 3 5
Total income 2,812 2,381
Expenses
Fund management fee 50 37
Trustee's fee 13 10
Registrar's fee 5 4
Professional fees 13 10
Audit fee 2 1
Other expenses 8 6
Amortisation of issuance costs 391 294
Total expenses 482 362
Net income 2,330 2,019
Net income available to the unitholders (100% payout)
2,330 2,019
Add back: excess liquidity due to amortisation of issuance cost
391 294
Total distribution available to unitholders 2,721 2,313
Disclaimer: Historical performance of BTSGIF as shown in BTSGIF historical pro-forma statements does not guarantee its future performance. BTSGIF historical pro-forma statements has not been audited and has been prepared for illustrative purposes only as if the establishment of BTSGIF and the execution of the net revenue purchase and transfer agreement had taken place on April 1, 2011 and therefore, is not necessarily indicative of the actual financial position that would have been attained by BTSGIF and may not give a true picture of BTSGIF’s actual results of operations, financial position and cash flows
Overview of BTSGIF projected statements of income
33
(Unit: THB mm) 3M ended 31-Mar-13
(projected) FY 2014
(projected)
Investment income
Income from the investment in the net revenue purchase and transfer agreement
776 3,699
Interest income 1 6
Total income 777 3,705
Expenses
Fund management fee 13 50
Trustee's fee 3 13
Registrar's fee 1 5
Professional fees 3 13
Audit fee 1 2
Other expenses 2 8
Amortisation of issuance costs 98 391
Total expenses 121 482
Net income 656 3,223
Net income available to the unitholders (100% payout)
656 3,223
Add back: excess liquidity due to amortisation of issuance cost
98 391
Total distribution available to unitholders 754 3,614
Total distribution per unit (THB)1 0.13 0.63
Implied distribution yield (%)2 1.21 5.78
The implied distribution yield is calculated based on maximum offering price of THB10.80 per unit, and is a projection and not guaranteed Notes: 1. Based on total units offered of 5,788 mm 2. Total distribution per unit of THB 0.63 and implied distribution yield of 5.78% comprise of dividend payment and capital reduction
Bridge between BTS SkyTrain Business carve-out and BTSGIF pro-forma and projected financials
(Unit: THB mm) 9M ended 31-Dec-11 9M ended 31-Dec-12
Revenues
Farebox revenues 3,120 3,633
Other income 0 4
Total revenues 3,120 3,637
Expenses
Cost of farebox 1,642 1,859
Selling expenses 48 55
Administrative expenses 264 317
Total expenses 1,954 2,231
BTS SkyTrain Business carve-out historical revenue and expenses
BTSGIF pro-forma and projected total income from investment
(Unit: THB mm) FY 2012
(pro-forma)
9M ended 31-Dec-12
(pro-forma)
3M ended 31-Mar-13
(projected) FY 2014
(projected)
Fare box revenues 4,297 3,633 1,208 5,563
Less: Direct attributable operating expenses:-
Cost of fare box revenues (2,232) (1,859)
Selling expenses (60) (55)
Administrative expenses (357) (317)
Net reserves for employees' post-employment benefits 37 19
Amortisation and depreciation charges 1,218 1,007
Total (1,394) (1,205) (432) (1,864)
Less: Capital expenditures (94) (52) — —
Total income from the investment 2,809 2,376 776 3,699
Disclaimer: Historical performance of BTSGIF as shown in BTSGIF historical pro-forma statements does not guarantee its future performance. BTSGIF historical pro-forma statements has not been audited and has been prepared for illustrative purposes only as if the establishment of BTSGIF and the execution of the net revenue purchase and transfer agreement had taken place on April 1, 2011 and therefore, is not necessarily indicative of the actual financial position that would have been attained by BTSGIF and may not give a true picture of BTSGIF’s actual results of operations, financial position and cash flows
Disclaimer: Historical performance of BTSGIF as shown in BTSGIF historical pro-forma statements does not guarantee its future performance. BTSGIF historical pro-forma statements has not been audited and has been prepared for illustrative purposes only as if the establishment of BTSGIF and the execution of the net revenue purchase and transfer agreement had taken place on April 1, 2011 and therefore, is not necessarily indicative of the actual financial position that would have been attained by BTSGIF and may not give a true picture of BTSGIF’s actual results of operations, financial position and cash flows 34