Master Ad Public Company Limited

Size: px

Start display at page:

Download "Master Ad Public Company Limited"

Catherine Brown
5 years ago
Views:

65% INVESTMENT IN TRANS.AD SOLUTIONS CO., LTD. 72.

1 Master Ad Public Company Limited EXPANDING INTO OVERSEAS MARKET 75% INVESTMENT IN VGI GLOBAL MEDIA (MALAYSIA) SDN. BHD % INVESTMENT IN TRANS.AD SOLUTIONS CO., LTD % INVESTMENT IN ROCTEC TECHNOLOGY LTD.* *Trans.Ad is going to invest 89.0% in Roctec 1

2 Agenda Section 1 VGI GLOBAL MEDIA (MALAYSIA) SDN. BHD. 3 Section 2 TRANS.AD SOLUTIONS CO., LTD. AND ROCTEC TECHNOLOGY LTD. 11 2

allocation of newly issued shares (Right Offering) Expected maximum proceeds: THB 1,375.

3 VGI Global Media (Malaysia) Sdn. Bhd. Transaction Summary TRANSACTION DETAILS MACO to acquire 75% of VGI Global Media (Malaysia) Sdn. Bhd. ( VGM ) Total value THB 360mn Vendor VGI Global Media Public Company Limited (VGI) Source of funding Proceeds from issuance and allocation of newly issued shares (Right Offering) Expected maximum proceeds: THB 1,375.6mn Expected 4 th quarter of 2018 completion date TRANSACTION RATIONALE Reduce the overlapping business and eliminate conflicts of interest between MACO and VGI. Expose to new opportunities in overseas market especially in South East Asia where advertising market is still immature. Enhance the diversity of media portfolio and expand media coverage to high potential market. Support the business operation of MACO in Malaysia, and strengthen the bargaining power. 3

4 VGM Shareholding Structure PRE-TRANSACTION POST-TRANSACTION VGI 100.0% VGI 25.0% MACO 75.0% 19.0% 11.0% 1 2 VGM PBSB 25.0% 40.0% 83.86% 89.98% 100.0% TCSB FMN RBO PCSB VGM PBSB 25.0% 30.0% 40.0% 83.86% 89.98% 100.0% TCSB FMN RBO PCSB 74.81% 49.0% 90.0% 100.0% 25.1% 74.81% 49.0% 90.0% 100.0% MUSB RMSB TPSB NBSB MUSB RMSB TPSB NBSB Senandung Sonik 50.0% 30.0% Tea FM 1. PBSB holds 11% of TCSB for and on behalf of VGM under the Declaration of Trust 2. Prior to transaction, VGI will transfer its beneficial interest in 19% of TCSB to VGM 3. Prior to transaction, VGM must obtain 10% of AVA and PBSB must obtain 25% of AVA Senandung Sonik 50.0% 30.0% Tea FM AVA 25.0% 10.0% *Transit Media in Indonesia 3 4

5 Network Business/Concession Entity VGM Business Overview Transit Airport Cinema & Retail Outdoor Other Titanium Compass (TCSB) PT Avabanindo Perkasa (AVA) Meru Utama (MUSB) Focus Media (Network) (FMN) Point cast (M) (PCSB) Redberry Outdoors (RBO) Ten Plus Recourses (TPSB) Puncak Berlian (PBSB) Redberry Media (RMSB) Nova Berry (NBSB) TCSB: Holds 10-year advertising concession in the MRT SBK Line in Malaysia AVA: Holds 20-year advertising concession for MRT system in Indonesia (North South Line) MUSB: Holds 7 years concession for manage advertising space in KL International airport 1 and 2 and Senal Airport FMN: Operates advertising in 3 cinema chains and digital media business in office building PCSB: Operates the media at payment cashiers in major hypermarket stores throughout Malaysia RBO: Operates media on buses in KL and Penang and manage billboards on KAJANG SILK Highway and Duta Ulu-Kelang Expressway TPSB: Manages digital billboard (E-bunting) in Malaka state, Malaysia PBSB: Investment Holding Company RMSB: Investment Holding Company and MOF License Holder NBSB: No operation at the present TCSB: 31 MRT stations 58 trains 232 carriages AVA: 13 MRT stations 16 trains 96 carriages MUSB: 354 static panels 3 Aero trains 114 panels of link bridge 285 Digital screen FMN: 37 cinema locations 302 cinema halls 2 large LCD screens PCSB: 52 supermarkets RBO: 11 static billboards 918 buses in KL and Penang TPSB: 45 street bunting panels 5

of carriages 232 carriages Line length 51 kilometers Viewer reach >140,000/day Operation date 17 July 2017 PRODUCTS LENGTH OF CONTRACT 10 years (Dec 2016

6 Transit: Titanium Compass (TCSB) Exclusive 10-year contract for MRT SBK line, Malaysia TCSB PROFILE RIGHT AND NETWORK Exclusive right to manage advertising space across SBK line No. of station 31 stations No. of trains 58 trains No. of carriages 232 carriages Line length 51 kilometers Viewer reach >140,000/day Operation date 17 July 2017 PRODUCTS LENGTH OF CONTRACT 10 years (Dec 2016 Dec 2026) PROJECT OWNER Mass Rapid Transit Corporation Sdn. Bhd. SHAREHOLDING STRUCTURE VGM Puncak Berlian Utusan Airtime Ikantan Asli 30%* 40% 20% 10% TITANIUM COMPASS * 11% Hold in trust by PBSB and 19% hold in trust by VGI 6

of carriages Line length Expected operation date LENGTH OF CONTRACT 13 stations 16 trains 96 carriages 15.

7 Transit: PT Avabanindo Perkasa (AVA) Exclusive 20-year contract for MRT Jakarta, Indonesia AVA PROFILE RIGHT AND NETWORK Exclusive right to manage advertising space in the first-ever MRT system in Indonesia (North-South line) Phase I, Lebak Bulus to Bandaran HI No. of station No. of trains No. of carriages Line length Expected operation date LENGTH OF CONTRACT 13 stations 16 trains 96 carriages 15.5 kilometers 1Q years (from the first operation date) PROJECT OWNER PT Mass Rapid Transit Jakarta SHAREHOLDING STRUCTURE PRODUCTS VGM PBSB MAHAKA AMG 10%* 25%* 32.5% 32.5% PT AVABANINDO PERKASA *Prior to transaction, VGM must obtain 10% of AVA and PBSB must obtain 25% of AVA 7

International Airport and Senai International Airport Static Signage Aerotrains Link bridges PBL Digital signage LENGTH OF CONTRACT KL airport: May 2014

8 Airport: Meru Utama (MUSB) No.1 Airport Media in Malaysia MERU PROFILE PRODUCTS RIGHT AND NETWORK Exclusive right to manage advertising space in terminal 1 and 2 of the Kuala Lumpur International Airport and Senai International Airport Static Signage Aerotrains Link bridges PBL Digital signage LENGTH OF CONTRACT KL airport: May 2014 May 2021 (with right to renew for another 3 years upon the end of concession period) Senai airport: Jan 2016 Dec 2017 PROJECT OWNER 354 Panels 3 trains 114 Panels 158 Panels 285 Panels Malaysia Airport (Sepang) Sdn. Bhd. (MA Sepang) SHAREHOLDING STRUCTURE VGM PBSB 25% 75% Meru Utama 8

9 Cinema, Retail and Outdoor FOCUS MEDIA NETWORK POINT CAST NETWORK REDBERRY OUTDOORS NETWORK TEN PLUS RECOURSES NETWORK 9

10 Agenda Section 1 VGI GLOBAL MEDIA (MALAYSIA) SDN. BHD. 3 Section 2 TRANS.AD SOLUTIONS CO., LTD. AND ROCTEC TECHNOLOGY LTD

Trans.Ad Solutions Co., Ltd. and Roctec Technology Ltd. Transaction Summary TRANSACTION DETAILS MACO, through our wholly-own subsidiary Eye On Ads Co., Ltd., to acquire 81.65% of Trans.

11 Trans.Ad Solutions Co., Ltd. and Roctec Technology Ltd. Transaction Summary TRANSACTION DETAILS MACO, through our wholly-own subsidiary Eye On Ads Co., Ltd., to acquire 81.65% of Trans.Ad Solutions Co., Ltd. Trans.Ad will use investment funds from MACO to invest 89.0% of Roctec Technology Ltd. Total value Target THB 388mn Trans.Ad Solutions Co., Ltd. Roctec Technology Ltd. Source of funding Proceeds from issuance and allocation of newly issued shares (Right Offering) Expected maximum proceeds: THB 1,375.6mn Expected completion date 31 July 2018 TRANSACTION RATIONALE Obtain expertise in media solutions, system integrations, networking infrastructures, securities and maintenances of asset. Understand and Capable of future business development process in terms of hardware, system integration and service on large-scale public transportations, Government Organization and Advertisement industry. Capable to provide Communication Networks between multiple large organizations and Manage the networks. High growth potential for expanding our business into core mass transits of ASEAN region and leverage media industry by using data benefits. 11

12 Shareholding Structure PRE-TRANSACTION POST-TRANSACTION Mr. Suphap Wongchinda 65.0% Mr. Yongyos Engchuan 5.0% Mr. Weng Sam Lam 30.0% 81.65% MACO EOA 3 Individuals 18.35% Thailand Trans Ad WSL Trans Ad 51.0% WSL Hong Kong China 100.0% 49.0% Roctec Enterprises 40.6% 8 Individuals 59.4% 89.0% Roctec Technology 11.0%* 6 Individuals Roctec Technology 100.0% PTL 100.0% PTL 100.0% RPGZ 100.0% RPGZ Remark Sellers have Put Option to sell 3% of Total shares at current valuation price 6-24 months after this transaction. 12

equipment supply, installation, project management to maintenance services Specialised in LED and

equipment and systems for rolling stock (in-train) applications PRINCIPAL SERVICES Total Solutions

Project Management & Implementation Engineering Support & Maintenance Services Custom made solutions.

13 Trans.Ad Solutions - Thailand INVESTMENT HIGHLIGHTS PRODUCTS & SERVINCES Total solutions provider from equipment supply, installation, project management to maintenance services Specialised in LED and special display products Ability to provide competitive LED display solutions Experiences in special equipment and systems for rolling stock (in-train) applications PRINCIPAL SERVICES Total Solutions Provider for Multimedia Display Systems. Project Management & Implementation Engineering Support & Maintenance Services Custom made solutions. Outdoor LED Solutions and software platform for advertising and public information applications Project Management, Product Development, Multimedia & Network Systems FINANCIAL PERFORMANCE (THB MN) Revenue Gross Profit Net Profit Total Asset THB 218mn THB 35mn THB 13mn THB 171mn 13

RocTec Technology Limited - Hong Kong INVESTMENT

system and networking infrastructure solutions Strong

with in-house R&D teams Large customer base covering

large-scale software design & development and complex

solution and system integration in terms of system

support Networking, structural cabling, power and

and hardware equipment 2017 FINANCIAL PERFORMANCE (THB

1,210mn THB 257mn THB 95mn THB 719mn *Using exchange

2605 PRODUCTS & SERVINCES Passenger Information

14 RocTec Technology Limited - Hong Kong INVESTMENT HIGHLIGHTS The market leader in Multimedia display system and networking infrastructure solutions Strong and professional team with over 30 years of experience with in-house R&D teams Large customer base covering various business sectors Capable of handling large-scale software design & development and complex system integration projects PRINCIPAL SERVICES Total solution and system integration in terms of system design, development, implementation and maintenance support Networking, structural cabling, power and cooling systems Tailor-made of software application and hardware equipment 2017 FINANCIAL PERFORMANCE (THB MN)* Revenue Gross Profit Net Profit Total Asset THB 1,210mn THB 257mn THB 95mn THB 719mn *Using exchange rate HKD/THB as of 4 Jul 2018 at PRODUCTS & SERVINCES Passenger Information Displays LED Display On board Station Control System & Media Management Rail Maintenance Monitoring & Surveillance System 14

VGI Global Media Plc. 2015/16 Earnings Presentation 16 May 2016

VGI Global Media Plc. 2015/16 Earnings Presentation 16 May 2016 VGI Global Media Plc 2015/16 Earnings Presentation 16 May 2016 Disclaimer Investment involves risk. Prospective should understand the characteristics of Securities and study information about VGI Global