SGM Presentation on Proposed Disposal of M&S - 15 April 2021 - Singapore ...
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SGM Presentation on Proposed Disposal of M&S
15 April 2021
Disclaimer
This presentation contains highlights and does not purport to contain all of the information that may be required to evaluate any potential transaction mentioned in this presentation, including the Proposed
Disposal and the Proposed Amendments to Convertible Bond Purchase Agreements. This presentation is not to be construed as investment or financial advice and is prepared for informational purposes only,
without regard to the objectives, financial situation nor needs of any specific person. This presentation and the information contained herein does not constitute an offer to sell or issue or the solicitation of an
offer to buy or acquire securities of Sunpower Group Ltd. (“Sunpower” or the “Company” and together with the subsidiaries, the “Group” ) in any jurisdiction or an inducement to enter into investment
activity, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.
This presentation may include forward-looking statements and financial information provided with respect to the anticipated future performance of the deal and involve assumptions risks and uncertainties
based on the Company’s view of future events. Accordingly, there can be no assurance that such projections and forward-looking statements can be realized. The actual results may vary from the anticipated
results and such variations may be material. No representations or warranties are made as to the accuracy or reasonableness of such assumptions of the forward-looking statements and financial information
based thereon. The Company does not make any representations and provide no warranties concerning the accuracy of the forward looking statements and undertakes no obligation to update forward-
looking statements and financial information to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. The past performance of the
Company and the Group is not necessarily indicative of the future performance of the Company or the Group.
Neither this presentation nor any of its content may be distributed, reproduced, or used for any purpose without the prior written consent of Sunpower. By accessing to this presentation, you agree not to
remove or revise this document, or any materials provided in connection herewith. You agree further not to photograph or publish these materials, in whole or in part, in any form or pass on these materials
to any other person for any purpose.
This presentation is qualified in its entirety by, and should be read in conjunction with, the full text of the Circular to Shareholders dated 31 March 2021 (the “Circular”). In the event of any inconsistency or
conflict between the Circular and the information contained in this presentation, the Circular shall prevail. All capitalised terms not defined in this presentation shall have the meaning ascribed to them in the
Circular.
For the purposes of the Proposed Special Dividend, the total number of Shares of the Company are computed based on 1,152,523,142 Fully Diluted Total Shares. All S$ per Share dividend are presented
based on Bloomberg exchange rate of RM4.8483 : S$1 as at 24 March 2021, the Latest Practicable Date, for illustrative purposes only.
2
01 02
SUNPOWER Proposed
at a Glance Disposal of M&S
Business
03 04
Proposed IFA Opinion
Amendments to
Convertible & Future IPTs
Bond Purchase
Agreements
05 Resolutions
AGENDA
3
Sunpower at a Glance
Green Investment Business Manufacturing & Services Business
(“GI Business” or “GI”) (“M&S Business” or “M&S”)
• GI is an asset-based business where the Group invests in and operates • Manufacturing and provision of high-end customised environmental
centralised steam and electricity facilities that generate long-term, protection products and solutions, such as
recurring and high quality income and cashflows Highly efficient heat exchangers and pressure vessels
• GI comprises (a) Supply of industrial steam to a range of diverse Heat pipes and heat pipe exchangers
industries, such as chemical, printing & dyeing, paper making, F&B,
building materials, pharmaceuticals, paint, wood processing, chemical Pipeline energy saving products
fertilisers etc; (b) Supply of pollution-free civil heating to a large base Environmental protection products
of households; and (c) Sale of electricity to the State Grid
Solutions for flare and flare gas recovery systems, zero liquid
• Long-term concessions of typically 30 years discharge systems for high-salinity wastewater, petrochemical
engineering and thermal power engineering
GI and M&S are distinct and independent business segments which do not compete with each other
• The GI Business has growth potential in the PRC anti-smog sector, due to (a) mandated closure of “high-emission” pollutive boilers and structural
shift to “ultra-low emission” centralised facilities, (b) strict zoning policies that mandate the location and/or relocation of new factories into industrial
parks with such centralised infrastructure, and (c) the organic expansion of customers and industrial parks served by the GI projects.
• The M&S Business is a manufacturing and services-based business that is order book-driven.
• Each business segment has its own customer base and suppliers, manpower and facilities, and is operated by its own management team. Office
premises and staff for the M&S Business and the GI Business are segregated.
4
01 02
SUNPOWER Proposed
at a Glance Disposal of
M&S Business
03 04
Proposed IFA Opinion
Amendments to
Convertible & Future IPTs
Bond Purchase
Agreements
05 Resolutions
AGENDA
5
Proposed Disposal of M&S Business
Sunpower International entered into a sale & purchase agreement on 31 December 2020 to dispose the entire M&S
Business to Nanjing Sunpower Holdings Co., Ltd. (“Purchaser”) by way of a disposal of the entire issued and paid-up share
capital of Sunpower Technology (Jiangsu) Co., Ltd., a wholly-owned subsidiary of the Company (“Proposed Disposal”).
This Proposed Disposal
is an all-cash transaction for the 100% disposal of the M&S Business to the Purchaser with an aggregate
consideration of RMB2.29 billion, payable in 2 tranches of 70% and 30% (Tranche 1 Consideration and Tranche 2
Consideration respectively).
constitutes a Major Transaction under Chapter 10 of the SGX-ST Listing Manual.
constitutes an Interested Person Transaction under Chapter 9 of the SGX-ST Listing Manual.
In connection with the Proposed Disposal, the Company intends to declare a total Proposed Special Dividend of
RMB1.1627 per Share (to Shareholders and Bondholders) on fully-diluted basis (S$0.2398 per Share based on illustrative
exchange rate of RM4.8483 : S$1), payable in two tranches
RMB0.6794 per Share (58.4%) as Tranche 1 Special Dividend; and
RMB0.4833 per Share (41.6%) as Tranche 2 Special Dividend;
subject to the fulfilment of certain Special Dividend Conditions, including the receipt by the Company of the Tranche 1
Consideration and the Tranche 2 Consideration respectively.
6
Purchaser
• The shareholders of the Purchaser are as follows:
Purchaser investors/shareholders
Consortium of PRC funds and independent minority investors, with lead investors being
• Guangdong China Science and Tech-innovation Capital Management Co., Ltd. (“CSTC”) (广
东中科科创创业投资管理有限责任公司)
64.05%
• CICC Alpha (Beijing) Investment Fund Management Co., Ltd (“CICC”) (中金甲子(北京)投资
基金管理有限公司)
35.95% Mr Guo (14.9%), Mr Ma (14.9%) and 140 employees of M&S Group (6.15%)
• CSTC, established in 2009, is engaged in private equity investment and venture capital investment management
businesses with more than RMB15 billion in private equity funds under management
• CICC Alpha, established in 2014, is a subsidiary of China International Capital Corporation Limited ("CICC") and
is one of CICC's direct investment platforms. CICC is one of China's leading investment banking firms that engages
in investment banking, securities, investment management, and other financial services primarily with institutional
clients, established since 1995.
7
Use of Net Proceeds
Net Proceeds (RMB’million) 2,021
- To declare the Proposed Special Dividend to Shareholders and make the Bondholders’
1,340
Special Dividend payment to Bondholders (66.3%)
- To undertake existing GI Projects and for general working capital purposes (27.3%) 551
- To repay existing payables due from GI Group to M&S Group (6.4%) 130
8
Rationale for the Proposed Disposal
Partially Unlock Value with Proposed Special Dividend
Proposed Special RMB Dividend per Share (Based on SGD Dividend per Share (for Payable after
Dividend1 Fully Diluted Total Shares) illustration only)
Total RMB1.1627 S$0.2398
- Tranche 1 - RMB0.6794 - S$0.1401 Receipt of Tranche 1 Consideration
- Tranche 2 - RMB0.4833 - S$0.0997 Receipt of Tranche 2 Consideration
Proposed Disposal at an Attractive Consideration
Consideration represents a significant proportion of the Group’s market capitalization (1)
50.0% (2) of the Company’s VWAP of S$0.8066 on 30 Dec 2020, being the Last Trading Day
Consideration is at premium to Independent Valuation and NTA
Premium over
the Independent Valuation of RMB1.726 billion - RMB1.890 billion by Independent Valuer EY Corporate
21.2% - 32.7%
Advisors Pte. Ltd. as at 30 Sep 2020
94.5% the unaudited pro forma NTA of the M&S Group of RMB1.177 billion as at 31 Dec 2020
Consideration is 9.5x price-earnings ratio of M&S Group’s net profits attributable to Shareholders for FY2020
(1) The Company's market capitalisation is determined by multiplying 1,152,523,142 Fully Diluted Total Shares (excluding treasury Shares) by the weighted average price of S$0.8066 per Share on
the Last Trading Day.
(2) Based on the Consideration of S$464,719,849 (based on the exchange rate of SGD1.00:RMB4.9277 as at 30 December 2020) and the market capitalisation of the Company of approximately
S$929,625,166 as at the Last Trading Day. 9
Rationale for the Proposed Disposal
Enable strategic focus on GI Business. Build solid business and financial profile
• M&S Business is a manufacturing and services-based, one-off order book-driven business, providing customized services and
products for customers. Hence, the M&S Business is "volatile" in nature with limited visibility to future earnings and dependent on
the capital expenditure plans of its customers or downstream industries such as petrochemical, chemical and solar industries
• Building a solid business and financial profile for the Group and strategically focusing on the GI Business after the Proposed
Disposal. The GI Business is attractive in the following manner:
it generates sizeable income and cash flow;
it generates long-term recurring income and cash flows, with diverse and captive industrial customers through
typically exclusive long-term concessions of approximately 30 years; and
it has high barriers to entry for new entrants.
• Increased business opportunities in the PRC anti-smog sector, due to:
PRC government having placed increasing focus on environmental policies and the regulatory shift to environmental-
friendly centralized facilities and practices;
Strict zoning policies that mandate the location and/or relocation of new factories into industrial parks with such
centralised infrastructure; and
Organic expansion of customers and industrial parks served by the GI Projects, which the Board believes that the GI
Group is well positioned to capitalise on.
10GI Business will be Group's Remaining Core Business Upon the
Completion of the Proposed Disposal
• Strong business fundamentals
Enormous business opportunities in China’s anti-smog sector
Exclusive supplier, captive customer base with operating
concessions of typically 30 years
Long-term, high quality, and recurring cashflow and income
Strong and proven track record of both organic and inorganic
growth
Double digit year-on-year increase in revenue and EBITDA
• Robust Pipeline with attractive GI Projects
• Existing and Experienced GI management team with
proven track record
• Mr Guo Hongxin and Mr Ma Ming remain committed to
the Group
Mr Ma Ming to remain Executive Director and will continue to
Notes: spearhead and run the GI Business
(1) Existing plant still in operation and will remain operational until the
commissioning of the new plant. Part of Xintai Zhengda’s new plant is in operation. Mr. Guo Hongxin will continue to provide support and assistance
(2) Phase 1 of Shantou Project is in operation. to the Group in his re-designated capacity
11Existing and Experienced Management Team with Proven Track Record
GI will continue to be spearheaded by Mr Ma Ming, and supported by a team of 4 key management members.
The GI Business management team has a proven track record in managing the GI Business, as demonstrated by the
rapid expansion and strong growth of GI Business since the Group’s strategic expansion into the GI Business in
2015.
Mr Sha Jianhua
Mr Tang Hao
Deputy General
General Manager
Manager
Mr Shi Shaolin
Financial Director Mr Zheng Xiaodong
Deputy General Deputy General
Manager Manager
12Sunpower has Unique Competitive Edge and Proven Track Record
Throughout GI Business Cycle
New Project Identification & Securement
Proven track record, experienced business teams
Discipline and robust system in place for the selection and evaluation of projects
Robust pipeline with attractive projects being evaluated
Project Investment
GI permits/ concessions are highly sought-after assets with high entry barriers for
New Project Project new entrants
Identification Investment Successfully established resilient and adaptable GI business model
& Securement Strong strategic investor support by renowned private equity firms, DCP and CDH
Multiple potential sources of funds to fund GI growth strategy
Project Construction, Reform and Upgrade
Project Innovative technologies for environmental protection, energy-saving & long-
Construction, Project distance steam distribution
Reform and Operation Know-how to reform and upgrade acquired plants to improve operation efficiency
Experienced in project planning, management and construction
Upgrade
Project Operation
Seasoned management and operational teams
Proven track record in operating GI projects with excellent results achieved
Adoption of Circular Economy Model to reduce operating costs and help
industrial parks achieve ultra-low emissions 13Attractiveness of the GI Business
Generates Sizeable Income and Cash Flow
• Successfully procured and built a sizeable portfolio of high-quality GI Projects
• Strong historical revenue and EBITDA growth for the GI Business.
• Robust financial performance for FY2020 despite economy shrouded by the global pandemic
Historical Revenue (In RMB’ million) Historical EBITDA (In RMB’ million)
1,335.2
+15.6%
1,155.3 488.7
+56.8% 432.9
+12.9%
+384.4% 736.8
276.3 +56.7%
+303.4%
FY2018 FY2019 FY2020 FY2018 FY2019 FY2020
Generates Long-Term Recurring Income and Cash Flows, with Diverse and Captive Industrial Customers
• Exclusive, long tenure concessions that typically last for approximately 30 years
• Diverse and captive end users in the industrial parks that spread across several provinces in the PRC
• Barring unforeseen circumstances, expect GI Projects to continue generating cash flows over the typical concession period of
approximately 30 years
14Attractiveness of the GI Business (Cont’d)
Highly Sought-After Assets with High Entry Barriers
• A resilient business model with enormous growth opportunities in China's anti-smog sector
• Increasing focus by PRC government on environmental policies and the anti-smog sector, targeting to eliminate and decentralise high-
emission pollutive boilers and focus on centralised steam and electricity solutions in industrial parks. The permits and concessions for
centralised steam and electricity plants in industrial parks are highly sought after and with high barriers to entry for new entrants
Experienced and dedicated management team in place to provide high quality leadership
Multiple potential sources of funds to fund its growth strategy, including future expected cash flows from existing GI Projects
and external sources of funding e.g. bank loans, medium-term note programmes, etc.
Two-pronged growth strategy with emphasis on quality of development that amplifies its strengths:
• Solidifying its market position as an environmentally clean centralised provider of industrial steam, heating and electricity via:
a) The continuous ramp-up of utilisation of its existing GI portfolio, supported by further expansion of the coverage areas and customer
base of the projects but with less intense capital expenditure
b) Proceeding with the planned construction of the expansion phases of certain existing projects
c) The continuous cultivation of the earnings quality and asset returns of existing projects
• Tapping into its proven ability to identify and invest in additional promising GI projects that meet the investment hurdles
1501 02
Proposed
SUNPOWER
Disposal of
at a Glance
M&S Business
03
Proposed
04
Amendments to IFA Opinion
Convertible
Bond Purchase & Future IPTs
Agreements
05 Resolutions
AGENDA
16Rationale for Proposed Amendments to Convertible Bond Purchase Agreements
Under the Existing Terms of the Convertible Bond Purchase Agreements, prior written consent of the Majority Bondholders is
required for the following, which includes the Proposed Disposal and the Special Dividend
any disposal of any material assets or businesses except as contemplated in the current business plan
change in business scope or expansion into non-core business areas
any voluntary corporate action which would require Company to obtain shareholder approval
change in the size or composition of the board of directors or the compensation of Mr Guo and Mr Ma, or appointment,
removal or settlement of the terms of their appointment
Proposed Disposal would require prior Majority Bondholders’ consent as
.
It constitutes a disposal of a material business of the Company, which changes its business scope, and further constitutes
a Major Transaction under Chapter 10 and constitutes an Interested Person Transaction under Chapter 9 of the SGX-ST
Listing Manual, and is subject to Shareholders’ approval
The roles of Mr. Guo and Mr. Ma on the Company's Board and the compensation are expected to change in connection
with the Proposed Disposal
Bondholders have agreed to provide their consent which would be conditional upon (a) certain amendments to the Existing
Terms by way of the Amendment Agreement and the Company not being in breach of the Amendment Agreement; and (b) the SPA
not having expired or terminated or becoming invalid (whichever is earliest).
17Salient Amendments to Convertible Bond Purchase Agreements
Amended FY2022 Performance Target (PT) of RMB325 million (solely for the GI Business)
Previous Performance Target (“PT”) for FY2021 of RMB460 million was intended for both the GI Business and the M&S
Business.
Amended PT intended to measure the management operating performance of the GI Business alone.
. After considering the target performance of the GI Projects, of which, 11 existing projects will be all operational in FY2022,
which will better represent the profitability of the GI and the historical operating and financial performance of the GI projects
that are already operational.
More appropriate year to measure management operating performance as the Company will have its 11 existing GI Projects
operational in FY2022 as opposed to only eight (8) operational projects and two (2) partially operational projects in FY2021.
Revised floor of performance adjustment of RMB108 million
Corresponding adjustments has been made to the floor to the performance shortfall adjustment mechanisms from RMB154
million to RMB108 million, such that the floor remains at one-third of the adjusted performance target of RMB325 million,
consistent with the proportion of the adjustment floor to the PT under the Existing Terms.
Corresponding amended maturity date of 3 March 2023 and adjustment period up to 31 December 2022
(extended by one financial year)
18Salient Amendments to Convertible Bond Purchase Agreements
Reduced dilution to 31.08% with Issued Bonds of US$130 million instead of fully available Convertible Bonds
of an amount of US$180 million
As GI projects are EBITDA-positive, and 11 GI Projects are expected to be fully operational in FY2022, the Company is in a
position to potentially tap multiple potential sources of funds to fund its growth strategy, e.g. bank loans, medium-term notes
program and divestment of certain assets to recycle capital.
.
For the avoidance of doubt, the Proposed Amendments, if approved by Shareholders, are not intended to vitiate Shareholders‘
previous approval of the issue of the US$50 million Tranche 2 CBs , which remain unissued as at the LPD. The Company shall
be authorised to issue such Tranche 2 CBs in accordance with the Tranche 2 CB Agreements as amended by the Proposed
Amendments, in the event the Proposed Amendments are approved by the Shareholders at the SGM.
Excess Return Sharing will be up to US$5 million and US$15 million and will only be Shared with
Management (excluding Mr. Guo and Mr. Ma) and no longer Shared with Shareholders
The Bondholders seek to motivate and give clear recognition to the management of GI Business. Through the deliverables
achieved by management, Shareholders will stand to benefit from the value created by management.
The thresholds for the Excess Return Sharing were arrived at after the Bondholders considered their own returns as balanced
against the sufficiency of the Excess Return Sharing threshold in order to motivate and to give clear recognition to the
contribution of the Company's management.
The above list of amendments are not exhaustive, and certain amendments are highlighted for ease of understanding. Please refer
to Appendix E of the Circular for a complete list of amendments.
1901 02
Proposed
SUNPOWER
Disposal of
at a Glance
M&S Business
03
Proposed 04
Amendments to IFA Opinion
Convertible
Bond Purchase & Future IPTs
Agreements
05 Resolutions
AGENDA
20IFA (W Capital): Proposed Disposal and Transaction IPTs are on normal commercial
terms & are not prejudicial to the interests of the Company and Minority Shareholders
Key Considerations on how Proposed Disposal is on normal commercial terms and not prejudicial
Significant premium to Independent Valuation
Independent Valuation of M&S Group as at 30 September 2020 of between RMB1,726 million to RMB1,890 million.
Consideration of RMB2,290 million represents a significant premium of between 21.2% to 32.7% above the fair market
.
value of M&S Group as at 30 September 2020 as assessed by the Independent Valuer.
Premium to NAV & NTA
Unaudited proforma NAV and NTA of the M&S Group as at 31 December 2020 of approximately RMB1,260 million and
RMB1,177 million respectively.
Consideration is at a premium of 81.7% and 94.5% to the unaudited proforma NAV and NTA of the M&S Group as at 31
December 2020.
Considered (i) the rationale for the Proposed Disposal, (ii) the historical financial performance of the M&S Business, (iii) the
financial effects of the Proposed Disposal, (iv) assessment of the terms relating to the Trademark Assignments and M&S
Corporate Guarantees, and (v) other relevant considerations
Valuation statistics (P/E, P/NTA and EV/EBITDA) are within/above range and are close to/above mean and median valuation
multiples of Comparable Companies listed in Singapore and outside of Singapore
Note: This slide is to be read in conjunction with the circular to shareholders dated 31 March 2021
21IFA (W Capital) : IPT Procedures are sufficient to ensure IPTs will be carried out on normal commercial
terms & will not be prejudicial to the interests of the Company & Minority Shareholders
Guidelines and Review Procedures under the Proposed IPT Mandate
Frequency of review
Type of IPTs Frequency of review
of Mandated
between M&S of interested party
Procedures Contract size Reviewed by Approved by Transactions by
Group and GI transactions by
Independent
Group Internal Audit
Committee
. EPC for GI Via tender process, with Above RMB100 GM of Jiangsu Independent At least quarterly Annually
facilities to be a minimum of 3 million Sunpower Clean Committee, The Independent Internal audit annual
provided by quotations (of which at Energy Co., Ltd., a comprised of the Committee (inclusive work scope to
M&S Group to least 2 are unrelated). GI Group company Audit Committee of Audit Committee) include review of
GI Group (which has 3 IDs as shall review all interested person
If unable to obtain AND at LPD) and a fourth Mandated transactions with
third-party quotation, ID, who must each Transactions at least regard to the relevant
benchmark against 2 CFO of GI Group not have any interest, quarterly. The approvals to be
recent contracts entered direct or indirect, in Independent obtained and the
into between Mandated the transaction. Committee shall, reviewed procedures
Interested Persons and when it deems fit, to be adhered to. The
their unrelated third require appointment internal auditors will
party customers for the of an independent report their findings
same or substantially professional firm to to the Independent
similar products and/or provide additional Committee.
services review.
…cont’d next page
22
Note: This slide is to be read in conjunction with the circular to shareholders dated 31 March 2021Cont’d
Guidelines and Review Procedures under the Proposed IPT Mandate (Cont’d)
Frequency of review
Type of IPTs Frequency of review
of Mandated
between M&S of interested party
Procedures Contract size Reviewed by Approved by Transactions by
Group and GI transactions by
Independent
Group Internal Audit
Committee
.Utility
Facilities Each contract subject to Individual contract Deputy GM of CFO of GI Group …cont’d
EPC Contracts to Framework Agreement < RMB10 million Jiangsu Sunpower
be provided by which specifies (1) Clean Energy Co., AND Note:
M&S Group to construction work Ltd., a GI Group A register will be
GI Group standards, (2) basis of company GM of Jiangsu maintained to record
computation of Sunpower Clean the list of interested
construction costs, and (3) Energy Co., Ltd., a persons and their
pricing which shall be GI Group company associates (which is
within range of the Individual contract GM of Jiangsu Independent to be updated
benchmark analysis report. ≥ RMB10 million Sunpower Clean Committee immediately if there
Energy Co., Ltd., a are any changes) to
Benchmark analysis report GI Group company enable identification
will be issued by of interested
independent professional AND persons, as well as
firm, and forms part of all interested person
review and approval of CFO of GI Group transactions
Utility Facilities EPC
Contracts.
23
Note: This slide is to be read in conjunction with the circular to shareholders dated 31 March 2021Cont’d
Guidelines and Review Procedures under the Proposed IPT Mandate (Cont’d)
Frequency of review
Type of IPTs Frequency of review
of Mandated
between M&S of interested party
Procedures Contract size Reviewed by Approved by Transactions by
Group and GI transactions by
Independent
Group Internal Audit
Committee
Lease of office
. The rent payable shall be Regardless of Head of Internal Independent
buildings from at an annual rent being no contract value Control of GI Group Committee
M&S Group by higher than the then
GI Group prevailing market rental as AND
supported by an
independent report issued CFO of GI Group
by an independent firm not
more than two (2) months
prior to the lease and/or
the renewal of the lease
24
Note: This slide is to be read in conjunction with the circular to shareholders dated 31 March 202101 02
Proposed
SUNPOWER
Disposal of
at a Glance
M&S Business
03
Proposed 04
Amendments to IFA Opinion
Convertible
Bond Purchase & Future IPTs
Agreements
05 Resolutions
AGENDA
25Ordinary Resolutions
No. Ordinary Resolutions
The Proposed Disposal of the Entire Manufacturing and Services (M&S) Business of the Company as an Interested
1
Person Transaction and a Major Transaction and the Transaction IPTs as Interested Person Transactions
. 2 The Proposed Special Dividend
3 The Proposed Amendments to the Convertible Bond Purchase Agreements
4 The Proposed Adoption of the Shareholders' General Mandate for Interested Person Transactions
Inter-conditionality of the Resolutions
Shareholders should note that Ordinary Resolution 1 relating to the Proposed Disposal and the Transaction IPTs, Ordinary Resolution 2
relating to the Proposed Special Dividend, Ordinary Resolution 3 relating to the Proposed Amendments to the Convertible Bond
Purchase Agreements and Ordinary Resolution 4 relating to the adoption of the Proposed IPT Mandate are inter-conditional upon one
another. Accordingly, in the event that any of Ordinary Resolution 1, Ordinary Resolution 2, Ordinary Resolution 3 or Ordinary
Resolution 4 is not approved, the other resolutions will not be proceeded with.
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