Privatization of zrcc by sinopec corp
This presentation is the property of its rightful owner.
Sponsored Links
1 / 11

Privatization of ZRCC by Sinopec Corp. PowerPoint PPT Presentation


  • 61 Views
  • Uploaded on
  • Presentation posted in: General

Privatization of ZRCC by Sinopec Corp. China Petroleum & Chemical Corporation 14 November 2005. Disclaimer.

Download Presentation

Privatization of ZRCC by Sinopec Corp.

An Image/Link below is provided (as is) to download presentation

Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.


- - - - - - - - - - - - - - - - - - - - - - - - - - E N D - - - - - - - - - - - - - - - - - - - - - - - - - -

Presentation Transcript


Privatization of zrcc by sinopec corp

Privatization of ZRCC by Sinopec Corp.

China Petroleum & Chemical Corporation

14 November 2005


Disclaimer

Disclaimer

This presentation and the presentation materials distributed herewith include forward-looking statements. All statements, other than statements of historical facts, that address activities, events or developments that Sinopec Corp. expects or anticipates will or may occur in the future (including but not limited to projections, targets, estimates and business plans) are forward-looking statements. Sinopec Corp.'s actual results or developments may differ materially from those indicated by these forward-looking statements as a result of various factors and uncertainties, including but not limited to price fluctuations, actual demand, exchange rate fluctuations, market shares, competition, environmental risks, changes in legal, financial and regulatory frameworks, international economic and financial market conditions, political risks, project delay, project approval, cost estimates and other risks and factors beyond our control. In addition, Sinopec Corp. makes the forward-looking statements referred to herein as of today and undertakes no obligation to update these statements. Financial figures in this presentation are based on International Financial Reporting Standards.


Transaction overview

Transaction Overview

Proposed Transaction

Privatization of ZRCC by Sinopec Corp. through Ningbo Yonglian

Cancellation Price and Form of Payment

Cash payment of HK$10.60 per H share of ZRCC, total consideration for the H shares approximatelyHK$7,672 million

Include but not limited to:

  • Approval by shareholders and independent shareholders of ZRCC

  • Approval by relevant regulatory authorities

Conditions Precedent

Financial Adviser to Sinopec Corp.

China International Capital Corporation (Hong Kong) Limited

Financial Adviser to ZRCC

Lehman Brothers Asia Investment Limited

Independent Financial Adviser to ZRCC

N M Rothschild China Holding AG


Privatization of zrcc by sinopec corp

BusinessOverview of ZRCC

‘000 Tonnes

USD/Barrel

RMB/Tonnes

Source:Annual/Interim Report of ZRCC


Privatization of zrcc by sinopec corp

Financial Highlights of ZRCC

1H2005

1H2004

Change

(%)

2004

2003

Change

(%)

(RMB,Million)

Note:2004 interim results and 2005 interim results are unaudited


Privatization of zrcc by sinopec corp

Strategic Rationale for Transaction

  • Integration of ZRCC’s oil refining business into Sinopec Corp’s value chain

  • Synergy effects in capital allocation, investment, branding, resources, marketing, distribution channels, etc.

  • Elimination of related party transactions and of intra-group competition

  • Consolidation and simplification of management structure and efficiency improvement


Privatization of zrcc by sinopec corp

Transaction Procedures

  • Key Events:

  • 12 November 2005, boards of Sinopec Corp. and ZRCC approved the transaction

  • Mid January 2006, shareholders and independent shareholders meetings will be held to seek approval for the transaction

  • After approval by relevant regulatory authorities, ZRCC will apply for delisting and deregistration, and pay the consideration to its H share shareholders

Sinopec Corp.

Issue New Registered Capital

100%

71.3%

H Shareholders

H

股股东

UNIPEC

28.7%

90%

Cash Cancellation Price

10%

Merged into

ZRCC

Ningbo Yonglian

Cash/new registered capital flow


Privatization of zrcc by sinopec corp

Pricing Principle and Methodology

Based on principle of fairness for a win-win transaction

Principle

Applied various commonly adopted valuation methods in capital markets

Methodology

Based on opinions from financial advisors, pricing principle, methodology and cancellation price were substantially discussed and negotiated at arm’s length between both parties before final agreement was reached

Procedure


Privatization of zrcc by sinopec corp

Cancellation Price

Cancellation Price to H share shareholders of ZRCC at HKD10.60 per Share

  • Implied Multiples

  • Premium of proposed Cancellation Price over historical trading prices of ZRCC H shares

  • This transaction meets Sinopec’s investment criteria and is proposed to be included in the 2006 investment arrangement

Source:ZRCC 2004 Annual Report; All periods stated above refer to the period up to and including 2 November 2005


Privatization of zrcc by sinopec corp

Conclusion

  • This transaction is consistent with the corporate strategy of Sinopec Corp.

  • Cancellation Price is fair to shareholders of both parties

  • Upon completion of the Merger, Sinopec Corp. will further realize synergies in investment, management and resources allocation, and enhance overall operating efficiency


For further information

For Further Information

http://www.sinopec.com

Investor Relations

Beijing:Tel: (8610) 64990067Fax: (8610) 64990489

Email: [email protected]

Hong Kong:Tel: (852) 28242638Fax: (852) 28243669

Email: [email protected]

New York:Tel: (212) 759 5085 Fax: (212) 759 6882

Email: [email protected]

Media Relations

Tel: (8610) 64990092

Fax: (8610) 64990093

Email: [email protected]


  • Login