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Private and ConfidentialMerger of Vinpearl to Vincom            November 2011        © 2011, Vinpearl JSC. All rights reser...
DisclaimerThis presentation may contain forward-looking statements that involve risks anduncertainties. Actual future perf...
TABLE OF CONTENTS      01   EXECUTIVE SUMMARY      02   VINCOM OVERVIEW      03   VINPEARL OVERVIEW      04   TRANSACTION ...
01EXECUTIVE SUMMARY
EXECUTIVE SUMMARY • Vinpearl JSC (Vinpearl) will be merged into Vincom JSC (Vincom),      existing Vinpearl shares will be...
EXECUTIVE SUMMARY     0            2                   2             0            1            2   Closing anticipated by ...
02VINCOM OVERVIEW
Vincom JSC                                          US$1.74 billion                   • Vincom is the largest listed real ...
Vincom JSC - Investment highlights                     Effective and unique business               01    model in Vietnam ...
Vincom - Completed projects in operationsVincom Center Hanoi -Tower B                Vincom Center Hanoi -Tower C      Vin...
Vincom - Development projects         Ha Noi                          Vincom has completed four mixed-use development     ...
Vincom - Financial highlights                            Revenue                                                          ...
03VINPEARL OVERVIEW
Vinpearl JSC                                         $776.75 million                 • Vinpearl is one of the leading tour...
Vinpearl JSC - Investment highlights                       Proven development and                01     management experti...
Vinpearl - Completed projects  Vinpearl Resort           Vinpearl Land           Vinpearl Luxury         Vinpearl Golf Clu...
Vinpearl - Development projects                               Vinpearls projects are situated on prime locations in key   ...
Vinpearl - Financial highlights                            Revenue                                                        ...
04TRANSACTION RATIONALE
TRANSACTION RATIONALEMerging two leading brand names in real estates and tourism & hospitalitysectors is a strategic step ...
1. Combined strength:         new momentum in real estate sector                                  The leading real estate ...
2. The combined land bank will be over 5 times larger               Da Nang                                               ...
3. Improve capital resources:   Combined strengths for Vingroup                    • Creating an unparalleled privately-ow...
4. Strengthened financial capability and cash flow                              Balance the                               ca...
05TRANSACTION PLAN
VALUATIONValuation method     VPL       VIC      Weight      DCF           156,600   193,099    80%    P/E 2011        69,...
TRANSACTION PLAN            1 VPL                                  0.77 VIC   • Swap ratio: 01 share of Vinpearl (securiti...
TRANSACTION PLAN    158,233,837 SHARES         Expected number of VIC shares to be issued   1,582,338,370,000 VND         ...
TRANSACTION PLAN    549,383,730 SHARES        The total outstanding VIC shares after the transaction  5,493,837,300,000 VN...
Merger roadmap:                                              VIC to issue new shares in                                   ...
Advisory teamIndependent Financial      Advisor           Third-party Valuer   Legal Advisor   Financial Auditor          ...
THANK YOU! © 2011, Vinpearl JSC. All rights reserved. © 2011, Vincom JSC. All rights reserved.
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Transcript of "Merger of Vinpearl to Vincom"

  1. 1. Private and ConfidentialMerger of Vinpearl to Vincom November 2011 © 2011, Vinpearl JSC. All rights reserved.
  2. 2. DisclaimerThis presentation may contain forward-looking statements that involve risks anduncertainties. Actual future performance, outcomes, and results may differ materially fromthose expressed in forward-looking statements as a result of a number of risks,uncertainties and assumptions. Representative examples of these factors include (withoutlimitation) general industry and economic conditions, interest rate trends, cost of capital andcapital availability, cost of construction, availability of real estate properties and land,competition from other companies and venues for the sale/distribution of goods andservices, shifts in customer demands, customers and partners, changes in operationexpenses, including employee wages, benefits and training, governmental and public policychanges and the continued availability of financing in the amounts and the terms necessaryto support future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on current view of management on future events. Private and Confidential
  3. 3. TABLE OF CONTENTS 01 EXECUTIVE SUMMARY 02 VINCOM OVERVIEW 03 VINPEARL OVERVIEW 04 TRANSACTION RATIONALE 05 TRANSACTION PLAN Private and Confidential
  4. 4. 01EXECUTIVE SUMMARY
  5. 5. EXECUTIVE SUMMARY • Vinpearl JSC (Vinpearl) will be merged into Vincom JSC (Vincom), existing Vinpearl shares will be converted into Vincom shares • Vinpearl will be re-organized into an LLC wholly owned by Vincom, or a branch of Vincom or another form permitted under the laws. • Vincom JSC will be renamed to: Vietnam Investment Group JSC (Vingroup JSC) with stock code VIC Private and Confidential
  6. 6. EXECUTIVE SUMMARY 0 2 2 0 1 2 Closing anticipated by mid of February 2012 subject to regulatory and shareholders’ approvals Private and Confidential
  7. 7. 02VINCOM OVERVIEW
  8. 8. Vincom JSC US$1.74 billion • Vincom is the largest listed real estate company in Vietnam with total market • capitalization of VND35,986 billion or $1.74 billion(1) as of 26 October 2011. • Focus on mid and high-end real estate projects across various sectors such as residential, retail, office and other commercial components. 3,911,498,930,000 VND Charter capitalNote: (1) VND/USD exchange rate was 20,768 released by SBV on 26 October 2011 ! Private and Confidential
  9. 9. Vincom JSC - Investment highlights Effective and unique business 01 model in Vietnam 02 Successful track record Large low cost land bank in prime 03 locations Well-known brand with a reputation 04 for high-quality developments Highly-experienced management 05 team Proven ability to attract capital 06 offshore and onshore Private and Confidential
  10. 10. Vincom - Completed projects in operationsVincom Center Hanoi -Tower B Vincom Center Hanoi -Tower C Vincom Center B - Ho Chi Minh CityVincom Center Ha Noi is Vincom Center Hanoi – Tower C The Vincom Center is one of twentycentrally located in the Hai Ba is a 25-storey high-end retail “Golden Sites” in Ho Chi Minh City. ItTrung District of Hanoi and residential complex located comprises 26 floors above groundConsists of a two-floor on a 3,609 sqm site. level and 6 floors below ground levelunderground parking area, a The mixed-use project has a and occupy a total land area of 10,843six-floor retail podium and two combined GFA of 56,824 sqm, sqm. It has a GFA of 186,937 sqm.,office towers on 7th to 21st floor. comprising 25 floors and three including residential, retail and office.Tower B has a NLA of 15,808 basement levels with the Vincom Center shopping center andsqm in office space and a NLA following main components: office was opened on 30 April 2010of 18,318 sqm in retail space. Retail, 208 luxury apartments and 98% of luxury apartment hadTower A was sold in 2006. (sold). been sold.Effective interest (1): 100% Effective interest (1) : 84,10% Effective interest (1) : 100% Notes: (1) As of 30 September 2011 Private and Confidential
  11. 11. Vincom - Development projects Ha Noi Vincom has completed four mixed-use development 2 completed projects projects and has majority interests in eight larger 1 completed and sold Vincom Center Hanoi - Tower A projects under development 3 projects under construction 1 development project Projects Location 1 Royal City Hanoi Hai Phong 1 development project Hung Yen 2 Times City Hanoi 1 development project 3 Vincom Village Hanoi 4 Long Bien Hanoi 5 Vincom Center A HCMC HCMC 6 Green City HCMC Ho Chi Minh City 1 development project 7 Vincom Hai Phong Hai Phong 1 completed and sold project 1 project under construction 1 development project 8 Vincom Hung Yen Hung Yen Private and Confidential
  12. 12. Vincom - Financial highlights Revenue Net income 72.1% 62.8% 52.7% 55.8% 3,873 1,974 1,127 239 126 1,102 2,432 813 2008A 2009A 2010A 9M2011 2008A 2009A 2010A 9M2011 Profit margin Net income Total equity (1) Debt 3.0 15,000 2.32x 2.15x 2.3 10,000 9,554 1.5 1.04x 8,667 0.96x 5,000 0.8 3,636 1,623 3,788 9,257 11,485 9,222 0 31/12/2008 31/12/2009 31/12/2010 30/9/2011 31/12/2008 31/12/2009 31/12/2010 30/9/2011 Net debt/Total equity ratio Debt(Unit: VND billion)(1) Total equity is calculated as Shareholders equity + Minority interests Private and ConfidentialSource: Consolidated and audited FS by VAS from 2008-2010, & 9M2011
  13. 13. 03VINPEARL OVERVIEW
  14. 14. Vinpearl JSC $776.75 million • Vinpearl is one of the leading tourism, hospitality real estate development and management companies in Vietnam with total market capitalization of VND16,131.63 billion (or $776.75 million(1)) as of 26 October 2011. • Vinpearl has been focusing on high-end integrated resorts in key tourism destinations across Vietnam. 2,054,984,890,000 VND Charter capitalNote: (1) VND/USD exchange rate was 20,768 released by SBV on 26 October 2011 ! Private and Confidential
  15. 15. Vinpearl JSC - Investment highlights Proven development and 01 management expertise with large-scale integrated resorts Successful in identifying and 02 developing real estate hospitality projects across Vietnam Large landbank with projects 03 located in prime locations across Vietnam Excellent property management 04 and operation expertise Private and Confidential
  16. 16. Vinpearl - Completed projects Vinpearl Resort Vinpearl Land Vinpearl Luxury Vinpearl Golf Club Vinpearl Luxury Nha Trang Nha Trang Nha Trang Da NangA unique integrated A large-scale Located on a prime Adding value to Located on the mostresort on Hon Tre recreational site on Hon Tre Vinpearl Nha Trang beautiful beachfrontIsland including a 5- complex on Hon Tre Island, this luxury Villas Hon Tre, site on Son Tra Dienstar hotel with 485 island with an resort offers 84 Vinpearl Golf Club is Ngoc beach, theguest rooms, 4 Amusement park, a villas, spa, 2 an 18-hole, par 72 resort offers 200restaurants, 4 bars, Water park, and the restaurants, bar, a Championship hotel rooms at 5+-a shopping mall, longest sea- swimming pool and masterpiece on 64.4 star standard andgym and spa, a crossing cable car meeting room. hectares. This is the 39 luxury villas, 3grand ballroom and system in Vietnam. only golf course on restaurants, spa, athe largest an island in Vietnam working space andswimming pool in with spectacular view meeting room.Southeast Asia. of the ocean from all 18 holes.Effective’s interest : Effective’s interest : Effective’s interest : Effective’s interest : Effective’s interest :100% 100% 100% 100% 100% Private and Confidential
  17. 17. Vinpearl - Development projects Vinpearls projects are situated on prime locations in key tourism cities in Vietnam with high growth rates. Projects (*) LocationsHa Noi 1 Vinpearl Villas Ngu Hanh Son Da Nang 2 Lang Van Da Nang 3 Vinpearl Resort Hoi An Hoi An Da Nang 4 Vinpearl Tuy An Phu Yen Hoi An 5 Vinpearl Van Phong Khanh Hoa 6 The Beach Villas Nha Trang 7 Vinpearl Villas Hon Tre Nha Trang Phu Yen 8 Vinpearl Hon Mot Nha Trang Nha Trang Cam Ranh 9 Vinpearl Bai Dai Nha Trang Da Lat HCMC 10 Vinpearl Cam Ranh Cam Ranh 11 Vinpearl Da Lat Da Lat (*) Exclusive of Royal City (Hanoi) and Green City (HCMC) Private and Confidential
  18. 18. Vinpearl - Financial highlights Revenue Net income 34.4% 22.5% 798 14.3% 14.5% 665 471 485 67 70 150 275 2008A 2009A 2010A 9M2011 2008A 2009A 2010A 9M2011 Profit Margin Net income Total equity (1) Debt 3.8x 2.1x 4,102 1.6x 1.3x 2,492 1,225 1,483 1,977 5,703 5,274 5,378 31/12/2008 31/12/2009 31/12/2010 30/9/2011 31/12/2008 31/12/2009 31/12/2010 30/9/2011 Net debt/Total equity ratio Debt(Unit: VND billion)(1) Total equity is calculated as Shareholders equity + Minority interestSource: Consolidated and audited FS by VAS from 2008-2010, & 9M2011 Private and Confidential
  19. 19. 04TRANSACTION RATIONALE
  20. 20. TRANSACTION RATIONALEMerging two leading brand names in real estates and tourism & hospitalitysectors is a strategic step forward: 1. To create Vietnams largest listed property company, repositioning as a more competitive player in the region, operating in all real estate sectors, with biggest market capitalization in Vietnam 2. The combined landbank will be over 5 times current Vincom’s landbank 3. Play to the strengths of the companies: Vincoms experience in project development, sales & leasing and Vinpearls landbank 4. Enhance financial capability and flexible cashflows with the combined entity Private and Confidential
  21. 21. 1. Combined strength: new momentum in real estate sector The leading real estate corporation in Vietnam, focusing on 4 strategic groups VINCOM VINPEARL VINCHARM VINMEC Develop, manage, Develop, manage Manage and operate Manages and and operate and operate tourism a series of beauty operates a series of commercial and hospitality salon, gym and spa. high-end hospitals, properties: properties: and high-quality• Residential • Resorts and Hotels health care services. (apartments & villas) • Amusement parks• Retail • Golf courses• Office • Beachfront second-• Parking homes Private and Confidential
  22. 22. 2. The combined land bank will be over 5 times larger Da Nang Ha Noi 1 completed project 1 completed and sold project Vinpearl Luxury Da Nang Vincom Center Hanoi - Tower A 2 development projects 2 completed projects Lang Van, Vinpearl Villas Ngu Hanh Son Ha Noi Vincom Center Hanoi − Tower B & Tower C 4 development projects Hoi An Hai Phong Royal City, Times City, Vincom Village, Vincom Long Bien 1 development project Hung Yen Vinpearl Resort Hoi An Hai Phong Tuy An, Phu Yen 1 development project 1 development project Vincom Hải Phòng Vinpeal Tuy An Da Nang Nha Trang, Khanh Hoa Hoi An Hung Yen 4 completed projects 1 development projectVinpearl Resort Nha Trang , Vinpearl Land, Vincom Hưng Yen Vinpearl Luxury Nha Trang, Vinpearl Golf Club 5 development projectsVinpearl Villas Hon Tre, The Beach Villas, Vinpearl Bai Dai, Vinpearl Hon Mot, Phu Yen Vinpearl Van Phong Nha Trang Cam Ranh Cam Ranh 1 development project Da Lat Ho Chi Minh City Vinpearl Cam Ranh 1 Completed project Ho Chi Minh City Vincom Center B HCMC Da Lat 1 Completed & sold project: Vincom Financial Tower 1 development project Vinpearl Da Lat 2 Development projects: Vincom Center A HCMC, Green City Private and Confidential
  23. 23. 3. Improve capital resources: Combined strengths for Vingroup • Creating an unparalleled privately-owned corporation in Vietnam with ENHANCE LEADING greater scope and scale of network, capable of competing with foreign POSITION companies • Commitment to superior products and services CENTRALIZED AND INTEGRATED • Vingroup’s Board of Management and organization will be restructured MANAGEMENT toward centralized & integrated management to combine resourcesENHANCE PROJECTMANAGEMENT AND • Enhance the opportunities to acquire projects in prime locations and DEVELOPMENT project development capability: Vinpearl’s projects in pipeline will benefit SKILLS from the Vincom’s strength in developing project IMPROVE SALES & • Vinpearl will benefit from the experience of Vincom’s sales and marketing MARKETING SKILLS team, now in the combined company VingroupSTRENGTHEN ASSET MANAGEMENT & • Vincom, Vincharm and Vinmec will benefit greatly from the excellent service OPERATION quality and professional operation experience of Vinpearl CAPABILITIES STRENGTHEN FINANCIAL • Allow flexible cashlfows amongst companies within the group, and CAPABILITY strengthen ability to raise capital both domestically and internationally Private and Confidential
  24. 24. 4. Strengthened financial capability and cash flow Balance the cash flows between Vincom and Vinpearl’s projects Proceeds from sales and Proven ability to presales of Vincom attract capital and Vinpearl’s domestically and projects to support internationally development costs Sustainable revs from office and retail leasing and hospitality operating assets Private and Confidential
  25. 25. 05TRANSACTION PLAN
  26. 26. VALUATIONValuation method VPL VIC Weight DCF 156,600 193,099 80% P/E 2011 69,213 92,275 10% P/B 2011 25,240 38,164 10%PRICE (VND/share) 134,725 167,523 Private and Confidential
  27. 27. TRANSACTION PLAN 1 VPL 0.77 VIC • Swap ratio: 01 share of Vinpearl (securities code: VPL) will be swapped for 0.7 share of Vincom (securities code: VIC) • The number of swapped VIC shares to be received by each Vinpearl shareholder will be rounded down to the nearest whole share, eliminating any decimal Private and Confidential
  28. 28. TRANSACTION PLAN 158,233,837 SHARES Expected number of VIC shares to be issued 1,582,338,370,000 VND Total value (by par value) Private and Confidential
  29. 29. TRANSACTION PLAN 549,383,730 SHARES The total outstanding VIC shares after the transaction 5,493,837,300,000 VND Charter capital after the transaction Private and Confidential
  30. 30. Merger roadmap: VIC to issue new shares in exchange for VPL shares. Merger proposal Vingroup’s completion of planning business registration 10 / 2011 11 / 2011 12 / 2011 01 / 2012 02 / 2012 Approval by SSC onVincom and Vinpearl’s the issuance of newEGMs to approve the Registration and depositing of shares to swap.merger newly issued shares VPL to delist and cancel depositing Private and Confidential
  31. 31. Advisory teamIndependent Financial Advisor Third-party Valuer Legal Advisor Financial Auditor Private and Confidential
  32. 32. THANK YOU! © 2011, Vinpearl JSC. All rights reserved. © 2011, Vincom JSC. All rights reserved.
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