Kazakh Railways Investor Presentation

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Kazakh Railways Investor Presentation

  1. 1. Kazakh Railways Investor Presentation September 2010 To be eligible to view this document you either must be (i) a “Qualified Institutional Buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (ii) not be a “U.S. Person” within the meaning of Regulation S under the Securities Act.
  2. 2. Disclaimer <ul><li>To be eligible to view this document you either must be (i) a “Qualified Institutional Buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or (ii) not be a “U.S. Person” within the meaning of Regulation S under the Securities Act. </li></ul><ul><li>The information contained herein has been prepared by and is the responsibility of JSC National Company Kazakhstan Temir Zholy (the “Company”). Such information is confidential and is being provided to you solely for your information and may not be reproduced, retransmitted, further distributed to any other person or published, in whole or in part, for any purpose. Failure to comply with this restriction may constitute a violation of applicable securities laws. This document, if handed out at a physical roadshow meeting or presentation must be returned promptly at the end of such meeting or presentation. </li></ul><ul><li>The information and opinions presented herein are based on general information gathered at the time of writing and are therefore subject to change without notice. While the Company has accurately reproduced and sourced such information from market research, publicly available information and industry publications that the Company believes to be reliable, the Company has not independently verified such information and cannot guarantee its accuracy. </li></ul><ul><li>This document contains statements about future events and expectations that are forward-looking statements. Any statement in these materials that is not a statement of historical fact including, without limitation, those regarding the Company’s and its subsidiaries’ (together, the “Group”) business strategy, plans and objectives of management for future operations (including plans regarding the Group’s projects and capital expenditures) is a forward-looking consolidated statement that involves known and unknown risks, uncertainties and other factors which may cause the Group’s actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future and speak only as of the date they are made. The Company assumes no obligation to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements. Nothing in the foregoing is intended to or shall exclude any liability for, or remedy in respect of, fraudulent misrepresentation. </li></ul><ul><li>This document does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness, accuracy or fairness. The information in this document is subject to verification, completion and change. The contents of this document have not been independently verified. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this document. None of the Company, Kazakhstan Temir Zholy Finance B.V., JSC Kaztermirtrans, JSC Locomotive, or any of the Company’s respective affiliates, advisers or representatives or any other person shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with the presentation. </li></ul><ul><li>Investors and prospective investors in securities of any issuer mentioned herein are required to make their own independent investigation and appraisal of the business and financial condition of such company and the nature of the securities. Any decision to purchase securities in the context of a proposed offering of securities, if any, should be made solely on the basis of information contained in an offering circular or prospectus published in relation to such an offering. </li></ul><ul><li>This document has not been approved by the UK Financial Services Authority. This communication is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home member state under such Directive, the “Prospectus Directive”). In respect of any offering of securities, a prospectus will be prepared and made available to the public in accordance with the Prospectus Directive and, when published, can be obtained in accordance with the Prospectus Directive. Investors should not subscribe for any securities referred to in this communication except on the basis of the information contained in the final prospectus relating to the securities. </li></ul><ul><li>This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is not intended for distribution to and must not be passed on to any retail client . </li></ul><ul><li>This document is not directed to, or intended for distribution to, directly or indirectly, or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration, licensing or other permission within such jurisdiction. These materials are not an offer for sale of any securities of the Company or any member of the Group in the United States, its territories or possessions or to any US person as defined in Regulation S under the Securities Act, except that it may be transmitted to (i) persons that are not U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act and (ii) to qualified institutional buyers (“QIBs”), as defined in Rule 144A under the Securities Act (“Rule 144A”) in reliance on the exemption from registration provided by Rule 144A. Any failure to comply with this restriction may constitute a violation of United States securities law. Accordingly, each person viewing this document will be deemed to have represented that it (i) is not a U.S. person within the meaning of Regulation S under the Securities Act or (ii) is a QIB. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Company does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States. </li></ul><ul><li>This document does not constitute an advertisement or an offer or of any securities in the Republic of Kazakhstan. It is not intended to be and must not be distributed or circulated in the Republic of Kazakhstan unless and to the extent permitted under Kazakh law. </li></ul><ul><li>By attending this presentation and/or accepting a copy of this document, you agree to be bound by the foregoing limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this disclaimer including, without limitation, the obligation to keep this document and its contents confidential. </li></ul><ul><li>NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. </li></ul><ul><li>THIS DOCUMENT DOES NOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ISSUES RELATED TO AN INVESTMENT IN THE SECURITIES/TRANSACTION. PRIOR TO TRANSACTING, POTENTIAL INVESTORS SHOULD ENSURE THAT THEY FULLY UNDERSTAND THE TERMS OF THE SECURITIES/TRANSACTION AND ANY APPLICABLE RISKS. THIS DOCUMENT IS NOT A PROSPECTUS FOR ANY SECURITIES DESCRIBED HEREIN. INVESTORS SHOULD ONLY SUBSCRIBE FOR ANY TRANSFERABLE SECURITIES DESCRIBED HEREIN ON THE BASIS OF INFORMATION IN THE RELEVANT PROSPECTUS AND TERM SHEET, AND NOT ON THE BASIS OF ANY INFORMATION PROVIDED HEREIN. </li></ul>
  3. 3. Table of Contents Section 1 Introduction Section 2 KTZ at a glance Section 3 Business overview Section 4 Corporate and financial management Section 5 Solid financial track record Section 6 Transaction overview Appendix
  4. 4. Presentation team Kanat Alpysbayev Vice-President of Economy and Finance Yerzhan Tajiyakov Managing Director of Finance
  5. 5. Investment highlights <ul><ul><li>Key role as vertically integrated transport company in the Caspian region </li></ul></ul><ul><ul><li>Railway infrastructure accounts for 74.4% of all Kazakh freight transportation (ex. pipelines) </li></ul></ul><ul><ul><li>Railways are the primary mode of domestic passenger travel in Kazakhstan in terms of passenger turnover </li></ul></ul><ul><ul><li>Largest commercial employer and the leading tax payer in Kazakhstan </li></ul></ul>Status as national railway monopoly Extensive government support Strong credit profile Backbone of Kazakh economy <ul><ul><li>Key transportation company within the Eurasian transit hub, transporting a significant share of transit and gross export volumes from Kazakhstan </li></ul></ul><ul><ul><li>Monopoly infrastructure owner and locomotive traction provider. Leading integrated freight operator and passenger carrier in Kazakhstan (58.5% of overall Kazakh freight turnover in 2009) </li></ul></ul><ul><ul><li>Geographic reach and flexibility of service allow KTZ to take advantage of expanding regional centres </li></ul></ul><ul><ul><li>Track record of EBITDA growth as a result of vertical integration and cost efficiency </li></ul></ul><ul><ul><li>Prudent capital structure, conservative leverage and debt maturity profile </li></ul></ul><ul><ul><li>Stronger key financial indicators vs. higher rated international peers </li></ul></ul><ul><ul><li>One of Kazakhstan’s highest rated corporate issuers </li></ul></ul><ul><ul><li>Strategic enterprise with 100% ownership by Samruk-Kazyna and government support </li></ul></ul><ul><ul><li>Tariff-setting policy, recipient of direct state subsidies and equity injections </li></ul></ul><ul><ul><li>The Government has historically supported KTZ by providing grants and capital contributions for railway infrastructure development and capital expenditure plans </li></ul></ul>
  6. 6. Section 1 Introduction Section 2 KTZ at a glance Section 3 Business overview Section 4 Corporate and financial management Section 5 Solid financial track record Section 6 Transaction overview Appendix
  7. 7. KTZ at a glance <ul><li>Strategic company with a status of a “National Company” </li></ul><ul><li>100% state owned via the National Welfare Fund (“Samruk-Kazyna”) </li></ul><ul><li>Substantial backing from the government via </li></ul><ul><ul><li>Direct subsidies and capital contributions </li></ul></ul><ul><ul><li>Historical commitment to investment in KTZ’s capex programme </li></ul></ul><ul><ul><li>Strong support from the regulator ensuring financial stability and predictability </li></ul></ul><ul><li>Monopoly owner of Kazakhstan’s track network and related infrastructure </li></ul><ul><li>Dominant role in passenger and freight segments </li></ul><ul><li>Major contributor to the Kazakh economy </li></ul><ul><ul><li>Largest commercial employer (140,000+ staff) </li></ul></ul><ul><ul><li>Leading taxpayer </li></ul></ul><ul><li>One of the highest credit ratings in Kazakhstan (Baa3/BB+/BBB-) </li></ul>Source: KTZ accounts Total Assets (KZT, bln) EBITDA 3 (KZT, bln) * Solely for the convenience of the reader, this presentation presents recalculations of certain Tenge amounts into US dollars at the relevant specified rate. No representation is made that the Tenge or US dollar amounts in this presentation could have been converted into US dollars or Tenge, as the case may be, at any particular rate at all. 1 USD equivalent calculated using official exchange rate as of period end (2008: $1 – KZT120.77 / 2009: $1 – KZT148.36 / H12009: $1 – KZT150.41 / H2 2010: $1 – KZT147.46) 2 USD equivalent calculated using official exchange rate for period average (2008: $1 – KZT120.30 / 2009: $1 – KZT147.50 / H12009: $1 – KZT144.69 / H2 2010: $1 – KZT147.05) 3 The Group defines EBITDA as profit(loss) for the period before income tax, finance costs, depreciation and amortization. EBITDA is not a measure of financial performance presented in accordance with IFRS. Accordingly, it should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity +183% +7% H1 2010 FY 2009 ($867.4mln eq.) 2 ($609.5mln eq.) 2 ($208.6mln eq.) 2 ($581.8mln eq.) 2 ($7.6bln eq.) 1 ($6.7bln eq.) 1 ($6.1bln eq.) 1 ($7.2bln eq.) 1 Source: KTZ accounts Key investment highlights Key financial indicators * Revenue composition
  8. 8. Republic of Kazakhstan – country snapshot <ul><li>A vital hub for trade across Central Asia, including China, Russia and the CIS countries </li></ul><ul><li>Substantial oil and gas reserves and deposits of natural resources </li></ul><ul><li>Strong economic performance with an average GDP growth of 11.6% from 2005 through 2009 </li></ul><ul><li>Accumulating international reserves amid rallying commodity prices </li></ul>CAGR = 11.6% 2005-2009 Source: EIU country report September 2010 - IMF, International Financial Statistic and official forecasts * 2010 forecast figure based on IMF’s 4% growth projection for Kazakhstan’s economy in 2010, based on first quarter developments CAGR = 27% 2005-2009 Nominal GDP growth (US$, bln) Substantial international reserves (US$, bln) Country highlights
  9. 9. The KTZ rail network is the backbone of Kazakh export economy Source: National Statistics Agency of Kazakhstan (www.stat.kz) Including pipelines Excluding pipelines Freight turnover in Kazakhstan for 2009
  10. 10. Railways compare favourably with other transportation alternatives Road Pipeline Air <ul><li>KTZ operates the backbone of Kazakhstan’s transportation network, providing: </li></ul><ul><li>Underdeveloped road infrastructure </li></ul><ul><li>Affected by weather conditions </li></ul><ul><li>Limited to oil and gas products </li></ul><ul><li>Maintenance cycles </li></ul><ul><li>Expensive </li></ul><ul><li>Subject to weather conditions </li></ul><ul><li>Limited by the weight and dimension of the freight being carried </li></ul>Water <ul><li>Slow </li></ul><ul><li>Impassable in winter </li></ul><ul><li>Lack of sea access </li></ul><ul><li>Limited access to navigable waterways </li></ul>Geographic reach Speed Cost efficiency High carrying capacity Weather resilience     
  11. 11. KTZ – An efficient and well capitalised operator compared to its larger international peers <ul><li>KTZ efficiently uses its asset base to generate sales </li></ul><ul><li>Conservative debt management allows KTZ to maintain low leverage and manage financial targets and covenants </li></ul><ul><li>Source: KTZ reports </li></ul><ul><li>Note: FX as of 31 December 2009: CAD/USD=0.95388. RUB/USD=0.03299, EUR/USD=1.43475, JPY/USD=0.01074, KZT/USD=0.00673, HKD/USD=0.12896. </li></ul><ul><li>Asset turnover defined as 2009 sales over total assets. </li></ul><ul><li>Net debt includes interest bearing liabilities only (long and short term debt adjusted for cash & cash equivalent). EBITDA defined as reported EBIT/operating profit adjusted for depreciation and amortization except for Deutsche Bahn and Russian Railway which are as per reported EBITDA. East Japan Railway and Central Japan Railway financials calendarised to December year end. </li></ul>2009 Asset Turnover 1 2009 Net Debt / EBITDA 2
  12. 12. Ownership structure of KTZ and corporate governance <ul><li>KTZ is 100% state owned via the National Welfare Fund “Samruk-Kazyna” </li></ul><ul><li>Monopoly owner of Kazakhstan’s track network </li></ul><ul><li>Status of Strategic Enterprise (“National Company”) </li></ul><ul><li>The government has historically supported KTZ via capital injections and subsidies </li></ul><ul><li>Support from the regulator leads to stability of cash flow streams </li></ul>Source: KTZ 2009 IFRS financial statements Source: KTZ reports <ul><li>Samruk-Kazyna on behalf of the government: </li></ul><ul><ul><li>Appoints members of the Board of Directors </li></ul></ul><ul><ul><li>Approves the corporate management code </li></ul></ul><ul><ul><li>Appoints KTZ’ auditors </li></ul></ul><ul><li>KTZ plans to implement corporate governance improvements to meet international standards </li></ul>100% state owned via Samruk-Kazyna Samruk-Kazyna - Sovereign Wealth Fund KTZ - among the highest rated Kazakh issuers 100% KTZ   National Railways 100% KEGOC State Electricity Grid 100% KMG National Oil& Gas Company Baa1 / BBB+ Baa2 / BBB Baa3 / BBB- Ba1 / BB+ Corporate governance Other Assets Incl.: Banking, Telecoms, Media, Real estate
  13. 13. Section 1 Introduction Section 2 KTZ at a glance Section 3 Business overview Section 4 Corporate and financial management Section 5 Solid financial track record Section 6 Transaction overview Appendix
  14. 14. Rail freight market trends in Kazakhstan <ul><li>In 1997 Kazakhstan began to reform the railways sector to reverse the trend of decreasing transportation volumes </li></ul><ul><li>Today, the rail freight market plays an important role, due to: </li></ul><ul><ul><li>Transit hub between Asia and Europe </li></ul></ul><ul><ul><li>Vast territory and land locked position </li></ul></ul><ul><ul><li>Substantial export volumes of natural resources </li></ul></ul><ul><ul><li>Dispersed population and economic centres </li></ul></ul><ul><li>The railway system is part of 5 international transport corridors </li></ul><ul><li>Bilateral treaties to facilitate access to sea ports </li></ul><ul><li>The average distance of freight transported amounted to 796km in 2009 </li></ul>Source: KTZ reports Source: NSA and the Worldwide Association of Cooperation of Railways Companies and other publicly available information Rail freight market trends Exports constitute an important element of total freight turnover Net freight turnover overview
  15. 15. Freight segment overview <ul><li>Freight transportation revenues represent over 85.6% of KTZ’s total revenues in H1 2010 </li></ul><ul><li>In 2008 and 2009, more than 80% of the freight consisted of natural resources, construction materials and grain </li></ul><ul><li>The group’s fleet includes 1,638 locomotives and 6 0 ,3 37 freight cars </li></ul><ul><li>The current CAPEX programme is focused on increasing the overall fleet size significantly over the next several years </li></ul>Source: KTZ reports. Freight turnover measured by Bln tonne per km Average = 85.25% Source: KTZ reports Source: NSA, KTZ reports +13% CAGR = 5% 2005-2009 H1 2010 FY 2009 Freight market Freight revenues % of total revenues Freight turnover structure by cargo type KTZ freight turnover development
  16. 16. Key freight activities - commodities <ul><li>Commodities account for more than 70% of country’s exports </li></ul><ul><li>KTZ plays a vital role as a commodity freight transporter with 58.5% market share in all freight turnover in Kazakhstan as of 2009YE </li></ul><ul><li>Strong diversification across the commodities by freight type </li></ul>Coal Iron ore Oil and Oil products Construction materials Grain and grain products Ferrous metals Turnover (bn of tonnes-km) Source: KTZ reports KTZ ’ s key freight transportation by type of freight
  17. 17. Passenger segment overview <ul><li>Railway transportation is the main passenger transportation mode in Kazakhstan in terms of passenger turnover </li></ul><ul><li>KTZ operated approx 92% of all passenger routes </li></ul><ul><li>Fares are regulated by the Anti-Monopoly Agency, with shortfalls covered by government grants </li></ul><ul><li>The 2009 turnover increase in passenger transportation resulted primarly from: </li></ul><ul><ul><li>Migration from more expensive means of travel during the financial crisis </li></ul></ul><ul><ul><li>Stability of passenger fares </li></ul></ul>Source: KTZ reports, NSA Source: KTZ reports Source: KTZ reports Turnover (bln per km) Total passengers (mln) +3% +4% H1 2010 FY 2009 FY 2009 Passenger market KTZ passenger volume turnover development Passenger turnover breakdown by route Mode of passenger turnover in Kazakhstan
  18. 18. Tariff policy setting mechanism <ul><li>KTZ has budgeted for increase in freight transportation tariffs by 15% in 2011 and 2012 </li></ul><ul><li>2011 and 2012 budgeted tariff increases are currently under consideration by the agency </li></ul>Not more than one increase p.a. <ul><ul><li>Few legal restrictions on price increases </li></ul></ul><ul><ul><li>Not more than two increases p.a. </li></ul></ul>Natural monopoly INFRA- STRUCTURE Main railroad infrastructure <ul><ul><li>Dominant market </li></ul></ul>SERVICES Locomotive traction, freight cars and containers, cargo operations <ul><ul><li>Adopted at annual CIS conference </li></ul></ul>TRANSIT Tariff increases resumed in 2010 following the financial crisis Average tariff increase (% p.a.) All tariffs increases are subject to prior approval by the Anti-Monopoly Agency * Budgeted tariff increases for 2011 and 2012 have been submitted to the Anti-Monopoly Agency for approval Tariffs are typically prepared on the basis of CIS Tariff Policy Freight tariff setting mechanism Average freight tariff increase
  19. 19. Section 1 Introduction Section 2 KTZ at a glance Section 3 Business overview Section 4 Corporate and financial management Section 5 Solid financial track record Section 6 Transaction overview Appendix
  20. 20. Strategy is aligned with ongoing reforms to enhance efficiency * <ul><li>The plan to implement the Development Strategy has received all requisite corporate approvals and is pending approval by the Government, which is expected to occur in late 2010 </li></ul><ul><li>Development Strategy contemplates a restructuring of the Group as follows: </li></ul><ul><ul><li>Create a more efficient holding company structure </li></ul></ul><ul><ul><li>Redistribute assets, personnel and functions to isolate the four principal business lines </li></ul></ul><ul><ul><li>Divest non-core assets </li></ul></ul>Primary Strategic Principles <ul><ul><ul><li>Gradually replace regulated tariffs by market price mechanisms </li></ul></ul></ul><ul><ul><ul><li>Ensure efficient access to railway infrastructure </li></ul></ul></ul><ul><ul><ul><li>Enhance efficiency of railway services </li></ul></ul></ul>Liberalisation and regulatory reforms 1 <ul><ul><ul><li>Freight transportation </li></ul></ul></ul><ul><ul><ul><li>Passenger transportation </li></ul></ul></ul><ul><ul><ul><li>Mainline railway infrastructure </li></ul></ul></ul><ul><ul><ul><li>Locomotive and rolling stock assembly and repair </li></ul></ul></ul>Focus on four principal business lines 2 <ul><ul><ul><li>Eliminate indirect subsidy of passenger transportation by freight operations </li></ul></ul></ul><ul><ul><ul><li>Create efficient state funding mechanism for passenger segment </li></ul></ul></ul><ul><ul><ul><li>Develop private and public partnerships </li></ul></ul></ul>Reform passenger transportation 3 <ul><ul><ul><li>Modernise the mainline railway infrastructure and replace rolling stock </li></ul></ul></ul><ul><ul><ul><li>Upgrade a substantial part of the mainline railway network </li></ul></ul></ul>Upgrade and modernise infrastructure 4 * No assurance can be given that the Development Strategy in relation to the Group will be successfully implemented, that it will not have unintended consequences, or that it will not be changed to reflect future circumstances
  21. 21. KTZ subsidiary strategy and envisaged structure JSC Kaztemirtrans + JSC Locomotive <ul><li>Manage the mainline railway network and related repair and maintenance functions </li></ul><ul><li>Empowered to directly provide access to the mainline railway network to the Group’s operators and private operators </li></ul><ul><li>Create a wholly owned subsidiary by combining Kaztemirtrans, Locomotive and certain assets of the Company </li></ul><ul><li>To obtain the status of the national freight operator </li></ul><ul><li>Will retain status as the national passenger transportation operator </li></ul><ul><li>To own and operate the Group’s passenger locomotives and passenger cars </li></ul>JSC Passengers Transportation Creation of a new wholly owned subsidiary <ul><li>Planned joint ventures with companies with expertise in locomotive and rolling stock assembly and repair </li></ul><ul><li>Aim to improve haulage performance and implement international best practices </li></ul>Joint Ventures As part of the Development Strategy, KTZ intends to divest non-core assets that have minimal strategic importance to the Group Mainline railway infrastructure JSC National Company Kazakhstan Temir Zholy Development Strategy – Creating a more efficient holding company structure Freight transportation Passenger transportation Locomotive and rolling stock assembly and repair
  22. 22. <ul><li>Network National carrier with high market share (80%) </li></ul><ul><li>Independent carriers with potential to expand in case of high competitiveness and efficient strategy execution </li></ul><ul><li>State control of “non-discriminatory” access to railway infrastructure </li></ul><ul><li>Non-discrimination of the National carrier </li></ul><ul><ul><li>Allowing to perform activities on fully commercial basis </li></ul></ul><ul><ul><li>Transition to market principles </li></ul></ul><ul><li>Non-discrimination of independent carriers </li></ul><ul><ul><li>Equal access to national and local railway infrastructure </li></ul></ul>Competitive market Natural monopoly Passenger Freight JSC « NC « KTZ » Holding Independent freight carriers Independent passenger carriers Freight carrier Passenger carrier Infrastructure operator Target institutional model of the industry Target structure of freight transportation Non-discrimination – the key condition for efficient competition Illustrative structure of industry dynamics
  23. 23. KTZ’s investment strategy – Focus on key projects up to 2015 <ul><li>Prioritisation of infrastructure development to further adapt railways network to international standards and meet future demand </li></ul>Increasing capacity General infrastructure Fleet modernization Construction of a new rail line <ul><ul><ul><li>Zhetygen and Khorgas – app. 293km in length is expected to open another railway border point with China </li></ul></ul></ul><ul><ul><ul><li>Uzen and the Turkmenistan border – app. 146km will form part of an international corridor </li></ul></ul></ul><ul><ul><ul><li>Acquire or modernise locomotives </li></ul></ul></ul><ul><ul><ul><li>Acquire freight wagons </li></ul></ul></ul><ul><ul><ul><li>Further develop the Dostyk border station and strengthen the Aktogai-Dostyk rail section </li></ul></ul></ul><ul><ul><ul><li>Increasing the capacity of Dostyk-Alashankou customs station </li></ul></ul></ul><ul><ul><ul><li>Rehabilitate rail lines </li></ul></ul></ul><ul><ul><li>Develop information, automation and telecommunication systems </li></ul></ul>Key investment areas include
  24. 24. Section 1 Introduction Section 2 KTZ at a glance Section 3 Business overview Section 4 Corporate and financial management Section 5 Solid financial track record Section 6 Transaction overview Appendix
  25. 25. KTZ - Financial Overview Source: KTZ reports, Bloomberg 1 USD equivalent calculated using official exchange rate as of period end (2008: $1 – KZT120.77 / 2009: $1 – KZT148.36 / H12009: $1 – KZT150.41 / H2 2010: $1 – KZT147.46) 2 USD equivalent calculated using official exchange rate for period average (2008: $1 – KZT120.30 / 2009: $1 – KZT147.50 / H12009: $1 – KZT144.69 / H2 2010: $1 – KZT147.05) 3 The Group defines EBITDA as profit(loss) for the period before income tax, finance costs, depreciation and amortization. EBITDA is not a measure of financial performance presented in accordance with IFRS. Accordingly, it should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity * The ratio for 30 June 2010 is computed based on EBITDA for the twelve months ended 30 June 2010 +26% +183% ($7.6bln eq.) 1 ($6.7bln eq.) 1 ($7.2bln eq.) 1 ($867.4mln eq.) 2 ($609.5mln eq.) 2 ($208.6mln eq.) 2 ($581.8mln eq.) 2 ($4.0bln eq.) 1 ($3.2bln eq.) 1 ($1.4bln eq.) 1 ($1.8bln eq.) 1 Revenues Total Assets Total Debt / EBITDA 3 EBITDA 3
  26. 26. Conservative financial policy within a consistent framework Net debt to net capitalisation 3 Total Debt to EBITDA 2 ratio <ul><li>Maintain significant headroom within its financial ratio guidelines </li></ul><ul><ul><ul><li>Total Debt to EBITDA ratio ≤ 3.50 </li></ul></ul></ul><ul><ul><ul><li>Maintain adequate capitalisation </li></ul></ul></ul><ul><li>Extending debt maturity profile </li></ul>1 USD equivalent calculated using official exchange rate as H1 2010 period end of $1 - KZT147.46 2 The Group defines EBITDA as profit(loss) for the period before income tax, finance costs, depreciation and amortization. EBITDA is not a measure of financial performance presented in accordance with IFRS. Accordingly, it should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. 3 = Net debt / (Net debt + Equity) * The ratio for 30 June 2010 is computed based on EBITDA for the twelve months ended 30 June 2010 Source: KTZ reports, numbers as of FY 2009 ($148.2mln eq.) 1 ($738.6mln eq.) 1 ($429.6mln eq.) 1 -6% Overview of key financial ratio guidelines Conservative debt management policy Maturity profile of bank debt and debt securities
  27. 27. Effective Risk Management Policy <ul><ul><li>In order to mitigate the currency risk on foreign currency borrowings, KTZ: </li></ul></ul><ul><ul><ul><li>Developed systems to monitor market risks and sensitivities to FX movements </li></ul></ul></ul><ul><ul><ul><li>Maintains a portion of its cash in USD </li></ul></ul></ul><ul><ul><ul><li>In the process of establishing a hedging framework </li></ul></ul></ul><ul><ul><ul><li>Developing a methodology for hedge accounting in accordance with IFRS </li></ul></ul></ul>FX rate risk Inflation and commodity prices <ul><ul><li>Tariff setting mechanism factors in inflation and commodity prices developments </li></ul></ul><ul><ul><ul><li>Budgets for purchases of services and materials based on the Department of Marketing and Procurement Analysis market research and forecast reports </li></ul></ul></ul><ul><ul><li>Procurement tenders at the beginning of a year allow flexibility to decrease the initially fixed price subject to commodity or service price decrease </li></ul></ul>Economic risk <ul><ul><li>Risk of reduction in freight traffic following economic slowdown is mitigated by: </li></ul></ul><ul><ul><ul><li>Initiatives to improve efficiency and productivity </li></ul></ul></ul><ul><ul><ul><li>Measures to reduce costs and increase profitability </li></ul></ul></ul>Interest and Refinancing risk <ul><ul><li>To manage its interest rate risk, the Group monitors changes in interest rates and attempts to balance the fixed/floating composition of its financing portfolio </li></ul></ul><ul><ul><li>To manage upcoming redemptions, KTZ has accumulated USD denominated cash balances ahead of its 2011 Eurobond repayment </li></ul></ul>
  28. 28. Key historical financial highlights 1 USD equivalent calculated using official exchange rate as of period end (2008: $1 – KZT120.77 / 2009: $1 – KZT148.36 / H12009: $1 – KZT150.41 / H2 2010: $1 – KZT147.46) 2 USD equivalent calculated using official exchange rate for period average (2008: $1 – KZT120.30 / 2009: $1 – KZT147.50 / H12009: $1 – KZT144.69 / H2 2010: $1 – KZT147.05) 3 The Group defines EBITDA as profit(loss) for the period before income tax, finance costs, depreciation and amortization. EBITDA is not a measure of financial performance presented in accordance with IFRS. Accordingly, it should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity 4 This ratio is computed as total debt divided by EBITDA. The ratio for 30 June 2010 is computed based on EBITDA for the twelve months ended 30 June 2010 KZT, bn 2008 2009 H1 2010 Balance sheet summary Total Assets 927.00 ($7.67bln 1 ) 994.8 ($6.70bln 1 ) 1,066.02 ($7.22bln 1 ) Total Equity 643.85 ($5.33bln 1 ) 661.00 ($4.45bln 1 ) 712.74 ($4.83bln 1 ) Cash & Cash Equivalents 49.16 ($407.05mln 1 ) 52.44 ($353.46mln 1 ) 57.88 ($392.52mln 1 ) Total Debt/EBITDA 3 1.2 7 1.92 1.45 4 KZT, bn 2008 2009 H1 2009 H1 2010 Income statement summary Total Revenue 483.76 ($4.00bln 1 ) 480.99 ($3.24bln 1 ) 222.75 ($1.48bln 1 ) 279.51 ($1.89bln 1 ) Profit for the period 63.88 ($528.93mln 1 ) 19.49 ($131.36mln 1 ) (1.50) ($9.97mln 1 ) 40.95 ($277.67mln 1 ) EBITDA 3 104.35 ($867.43mln 2 ) 89.90 ($609.46mln 2 ) 30.18 ($208.58mln 2 ) 85.56 ($581.81mln 2 ) Cost of Sales 377.18 ($3.12bln 1 ) 368.96 ($2.48bln 1 ) 171.38 ($1.13bln 1 ) 193.20 ($1.31bln 1 ) Capital Expenditure 135.4 ($1.12bln 1 ) 111.1 ($748.85mln 1 ) 47.0 ($312.47mln 1 ) 65.1 ($441.40mln 1 )
  29. 29. Section 1 Introduction Section 2 KTZ at a glance Section 3 Business overview Section 4 Corporate and financial management Section 5 Solid financial track record Section 6 Transaction overview Appendix
  30. 30. Overview of the issuer and guarantor group JSC National Company Kazakhstan Temir Zholy JSC Kaztemirtrans JSC Locomotive Company and Guarantor Guarantor Guarantor Total assets * Prior to the first interest payment date, KTZ intends to, upon satisfaction of certain conditions, be substituted for the Issuer. The Company has until the second interest payment date to effect the intended substitution without the consent of the noteholders and the Trustee A Eurobond issue will benefit from strong direct credit support from guarantors Issuer Kazakhstan Temir Zholy Finance B.V. *
  31. 31. Eurobond - offering summary Issuer Kazakhstan Temir Zholy Finance B.V. Guarantors JSC National Company Kazakhstan Temir Zholy, JSC Kaztemirtrans, JSC Locomotive Issue Guaranteed Eurobonds Issue Format Reg S / 144A Amount Benchmark size Tenor Intermediate to long term maturity Coupon Semi-annual Change of control Put at 101% if KTZ ceases to be controlled by the Government of the Republic of Kazakhstan Company Rating Moody’s: Baa3 stable outlook S&P: BB+ stable outlook Fitch: BBB- stable outlook Listing London Stock Exchange Law English Bookrunners Barclays Capital, HSBC and RBS
  32. 32. Section 1 Introduction Section 2 KTZ at a glance Section 3 Business overview Section 4 Corporate and financial management Section 5 Solid financial track record Section 6 Transaction overview Appendix
  33. 33. Overview of key subsidiaries JSC Passengers Transportation JSC Kaztemirtrans * JSC Locomotive * <ul><ul><ul><li>A 100% owned subsidiary </li></ul></ul></ul><ul><ul><ul><li>Owns the Group’s locomotives </li></ul></ul></ul><ul><ul><ul><li>Provides locomotive haulage services to the Company and conducts shunting operations, which involves sorting rolling stock into trains </li></ul></ul></ul><ul><ul><ul><li>A 100% owned subsidiary </li></ul></ul></ul><ul><ul><ul><li>Owns the Group’s freight railcar fleet </li></ul></ul></ul><ul><ul><ul><li>Provides freight railcars and logistics services to the Company </li></ul></ul></ul><ul><ul><ul><li>A 100% owned subsidiary </li></ul></ul></ul><ul><ul><ul><li>Status as the national passenger transportation and terminal operator </li></ul></ul></ul>* Locomotive and Kaztemirtrans are dominant providers of railcars and locomotive haulage services, also defined as entities controlling 35% or more of the market share in respect of a service. Furthermore, both Kaztemirtrans and Locomotive are subject to Government oversight Most significant subsidiaries of KTZ
  34. 34. Passenger transportation services benefit from a system of subsidies JSC «Passenger transportation» JSC «Suburban transportation» JSC «Passenger transportation» JSC «Suburban transportation» Track communication Committee of Ministry of transportation and communication of Kazakhstan <ul><li>An open tender system used to determine subsidies for socially significant passenger transportation routes </li></ul><ul><ul><li>Subsidies for international routes are funded from Kazakhstan’s budget </li></ul></ul><ul><ul><li>Subsidies for intercity and suburban routes are funded by local municipalities </li></ul></ul><ul><li>Currently, passenger transportation is indirectly subsidized by freight transportation </li></ul><ul><ul><li>Goal is to eliminate cross subsidization </li></ul></ul><ul><li>Subsidies contracts are for a fixed term of 3 years </li></ul><ul><ul><li>Can be used only as a coverage for losses </li></ul></ul><ul><li>Subsidies and government grants represented 2.09% of KTZ’s revenues in 2009 and 2.83% in H1 2010 </li></ul><ul><ul><li>In 2010YTD subsidies have increased by 70% vis-à-vis year 2009 </li></ul></ul>Government and Local budget [KZT 10,069 bn. in 2009] Government budget [KZT 9,159 bln] Local budget [KZT 0.91bln] Grants through local executive authorities Development and current situation Subsidy and budgeting process

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