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Sinopec Corp.’s Tender Offer for Qilu, Yangzi, Zhongyuan, Dynamic

Sinopec Corp.’s Tender Offer for Qilu, Yangzi, Zhongyuan, Dynamic. China Petroleum & Chemical Corporation 15 February, 2006. Disclaimer.

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Sinopec Corp.’s Tender Offer for Qilu, Yangzi, Zhongyuan, Dynamic

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  1. Sinopec Corp.’s Tender Offer for Qilu, Yangzi, Zhongyuan, Dynamic China Petroleum & Chemical Corporation 15 February, 2006

  2. 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 PRC Accounting Rules and Regulations. The tender offer and its subsequent plan as referred to in the presentation and presentation materials are subject to review and approval by CSRC and may be revised in accordance with CSRC requirements.

  3. Target Companies Target Shares Transaction Summary Sinopec Qilu Petrochemical Co., Ltd. (Qilu) Sinopec Yangzi Petrochemical Co., Ltd. (Yangzi) Sinopec Zhongyuan Petroleum Co., Ltd. (Zhongyuan) Sinopec Shengli Oil Field Dynamic Group Co., Ltd. (Dynamic) The offer covers all the tradable shares and non-tradable shares of the Target Companies not held by Sinopec Corp. The number of shares to be purchased are as follows: • Qilu: 350 million tradable shares, accounting for 17.95% of its total shares • Yangzi: 350 million tradable shares, accounting for 15.02% of its total shares • Zhongyuan: 255 million tradable shares, accounting for 29.15% of its total shares • Dynamic: 265,828,392 tradable shares and 2,332,800 non-tradable shares, accounting for 73.67% of its total shares

  4. Offer Price Form of Payment Conditions of the Offer Offer Period Transaction Summary (continued) Qilu: RMB 10.18 per Share Yangzi: RMB13.95 per Share Zhongyuan: RMB12.12 per Share Dynamic: RMB10.30 per Share* To be paid in cash 30 days from the date ofreleasing Tender Offer Documents The offer will be valid if by the close of the last trading day in the offer period, the number of shares tendered exceed the follow numbers: Qilu: more than 155 million shares Yangzi: more than 117 million shares Zhongyuan: more than 167.535 million shares Dynamic: more than 174,821,490 shares * Offer price for Dynamic’s tradable shares.

  5. Strategic Rationale for Sinopec Corp. • Enhance overall competitiveness through resources integration and synergy realization • Flatten management hierarchy and streamline management process • Deliver on commitments made to capital markets during IPO

  6. Rationale for Target Companies • Integrate business value chain and enhance risk defensiveness • Eliminate related party transactions with Sinopec Corp. and competition within the group • Provide shareholders with exit opportunities at reasonable prices in cash

  7. Key Events * estimated dates. Actual dates might differ.

  8. Price Premium

  9. Valuation Multiples Note 1:Target Companies’ EPS and EBITDA in 2005 are annualized results based on Q1-Q3 of 2005. Net assets per share are as at the end of 3Q of 2005. Note 2:Data of Sinopec A and H shares are based on 7 Feb. 2006. Data of 2005 based on data of IBES forecasts Source:Bloomberg, Company Data

  10. Subsequent Plans • If Offer Conditions are satisfied, Target Companies will apply to terminate trading of their shares on the Exchanges • After delisting of the Target Companies, Sinopec Corp. may require Target Companies to revise their Articles of Association in accordance with their new status as non-listed companies • After delisting of the Target Companies, Sinopec Corp. may remove their legal person status and transform them into limited companies according to relevant laws and regulations at appropriate times

  11. Conclusions • The Offer prices are fair to shareholders of Sinopec Corp. and Target Companies, and it protects the interests of shareholders holding the Target Companies’ tradable shares. The Offer achieves some of Sinopec Corp.’s commitments made to capital market and investors at the time of IPO • The Offer will enable the integration of the Target Companies into Sinopec Corp.’s business value chain and, in turn, is conducive to the long-term development of the Target Companies • The transaction is in line with Sinopec Corp.’s strategy. It will fully exploit synergies and improve operating efficiency

  12. Appendix: Qilu - Business and Shareholding Structure Business Overview Production of Major Products Qilu is the largest PVC and SBR producer and the only chemical company with both plastics and chlorine-alkali production in China. Capacity in 2004 (in 1,000 tonnes): Ethylene 720; Synthetic Resins 1,100 (incl. PVC 600); Caustic Soda 450; Synthetic Rubber 200; SM 200 Shareholding Structure A Share17.95% Sinopec Corp. 82.05%

  13. Appendix: Qilu - Financial Highlights

  14. Appendix: Yangzi - Business and Shareholding Structure Business Overview Production of Major Products Yangzi is one of the mega petrochemical enterprises in China. Capacity in 2004(in 1,000 tonnes): Crude oil throughput 8,000; Ethylene 650; Polyesters /Polyols/basic chemicals and oils 6,000 The company also holds 10% of the shares of Yangzi-BASF Ltd. Shareholding Structure A share15.02% Sinopec Corp. 84.98% * BTX includes Benzene, Toluene and Xylene

  15. Appendix: Yangzi - Financial Highlights

  16. Appendix:Zhongyuan - Business and Shareholding Structure Business Overview Production of Major Products Zhongyuan undertakes exploration, development, production, utilization and sales of oil and gas resources Shareholding Structure A share 29.15% Sinopec Corp. 70.85%

  17. Appendix: Zhongyuan - Financial Highlights

  18. Appendix: Dynamic - Business and Shareholding Structure Business Overview Crude oil production Dynamic’s business is focused on oil development, with diversification in fuel gas, properties, construction materials, electronics and catering business Shareholding Structure Other Non tradable shares0.64% Sinopec Corp. 26.33% A share73.03%

  19. Appendix: Dynamic - Financial Highlights

  20. Appendix: Securities Act of China, Article 50* Article 50If a joint stock limited company applies for the listing of its shares, it shall meet the following requirements: ...... (3) The percentage of publicly offered shares should exceed 25% of its total shares. If a company’s total equity is more than RMB400 million, the percentage of publicly offered shares should exceed 10% of its total shares * For reference only, not official translation.

  21. For Further Information http://www.sinopec.com Investor Relations Beijing: Tel: (8610) 64990060 Fax: (8610) 64990489 Email: ir@sinopec.com Hong Kong: Tel: (852) 28242638Fax: (852) 28243669 Email: ir@sinopechk.com New York: Tel: (212) 759 5085 Fax: (212) 759 6882 Email: fangzq@sinopecusa.com Media Relations Tel: (8610) 64990092 Fax: (8610) 64990093 Email: media@sinopec.com

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