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Fjord Defence Group ASA

Investor Presentation Feb 9, 2017

3569_iss_2017-02-09_4cbe4276-a17e-40f6-a4c0-7ef9af0cdc96.pdf

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SONGA BULK AS

Company Update

9 February 2017

DISCLAIMER

This presentation dated 9 February 2017 (the "Presentation") has been prepared by Songa Bulk AS (the "Company") for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein.

To the best knowledge of the Company, its officers and directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof and contains no material omissions likely to affect its importance. Please note that no representation or warranty (express or implied) is made as to, and no reliance should be placed on, any forward-looking statements, including projections, estimates, targets and opinions, contained herein. To the extent permitted by law, the Company, its parent or subsidiary undertakings and any such person's officers, directors, or employees disclaim all liability whatsoever arising directly or indirectly from the use of this Presentation.

This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances, not historical facts and are sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation (including assumptions, opinions and views of the Company or opinions cited from third party sources) are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company, any of its parent or subsidiary undertakings or any such person's officers, directors, or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors, nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments described herein.

The Presentation contains information obtained from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading in any material respect.

AN INVESTMENT IN THE COMPANY INVOLVES RISK. SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE PREDICTED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, BUT NOT LIMITED TO, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY'S BUSINESS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS AND, MORE GENERALLY, ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, THE ACTUAL RESULTS OF THE COMPANY MAY VARY MATERIALLY FROM THOSE FORECASTED IN THIS PRESENTATION.

By attending or receiving this Presentation recipients acknowledge that they will be solely responsible for their own assessment of the Company and that they will conduct their own analysis and be solely responsible for forming their own view of the potential future performance of the Company and its business.

The distribution of this Presentation may, in certain jurisdictions, be restricted by law. Persons in possession of this Presentation are required to inform themselves about and to observe any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company that would permit the possession or distribution of any documents or any amendment or supplement thereto (including but not limited to this Presentation) in any country or jurisdiction where specific action for that purpose is required.

In relation to the United States and U.S. Persons, this Presentation is strictly confidential and may only be distributed to "qualified institutional buyers", as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or "QIBs". The recipient of this presentation is prohibited from copying, reproducing or redistributing the Presentation. The shares of the Company have not and will not be registered under the U.S. Securities Act or any state securities law and may not be offered or sold within the United States unless an exemption from the registration requirements of the U.S. Securities Act is available. Accordingly, any offer or sale of shares in the Company will only be made (i) to persons located in the United States, its territories or possessions that are QIBs in transactions meeting the requirements of Rule 144A under the U.S. Securities Act and (ii) outside the United States in "offshore transactions" in accordance with Regulations S of the U.S. Securities Act. Neither the U.S. Securities and Exchange Commission, nor any other U.S. authority, has approved this Presentation.

This Presentation is being communicated in the United Kingdom to persons who have professional experience, knowledge and expertise in matters relating to investments and who are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply.

The contents of this Presentation shall not be construed as legal, business, or tax advice. Recipients must conduct their own independent analysis and appraisal of the Company and the Shares and of the data contained or referred to herein and in other disclosed information, and risks related to an investment, and they must rely solely on their own judgement and that of their qualified advisors in evaluating the Company and the Company's business strategy.

This Presentation reflects the conditions and views as of the date set out on the front page of the Presentation. The information contained herein is subject to change, completion, or amendment without notice. In furnishing this Presentation, the Company undertake no obligation to provide the recipients with access to any additional information.

This Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with the Oslo City Court as legal venue.

PRESENTING SONGA BULK AS

A dry bulk shipping investment vehicle founded by the Blystad Group and Herman Billung

COMPANY OVERVIEW

Management

  • Mr. Herman Billung | CEO
  • Mr. Per Kristian Aamlid | COO
  • Mrs. Nina Rathsack | Operations Manager

Board of Directors

  • Mr. Arne Blystad | Chairman
  • Mr. Magnus Roth | Board member
  • Mr. Fredrik Platou | Board member
  • Mr. Ghikas J. Goumas | Board member

Since inception in November 2016, Songa Bulk has acquired five attractive dry bulk carriers at a total cost of ~USD 66m

EXPERIENCED MANAGEMENT TEAM AND SPONSOR

Management team The Blystad Group
Herman Billung
CEO

CEO of Golden Ocean, 2005 –
2016
REAL ESTATE Portfolio of residential and commercial investments in Norway

Managing Director of Maritime Services, responsible for the Commercial
management of the Torvald
Klaveness
Group's dry bulk pools,
Bulkhandling
and Baumarine, 1998 –
2005
and Scandinavia

Managing Director of the dry bulk operating company, Frapaco
Shipping
SECURITIES Manages an actively traded portfolio of securities and FFAs
Ltd, 1994 –
1998
Investments based on utilizing deep industry knowledge

The Torvald
Klaveness
Group, 1989 –
1994

Royal Norwegian Navy, 1978 –
1989
SHIPPING Currently owns and manages a fleet of 23 vessels within the
chemical, product, dry, crude and heavy-lift segments
Per Kristian Aamlid
COO

Chartering Director, Arne Blystad AS, 2007 –
present
Introduction
The Blystad
Group, which is 100% owned by Mr. Arne Blystad
and his immediate
family, has a long history in international shipping. The Group has historically been
active in the sale and purchase market. In the beginning of the previous decade, the
Group actively took part in the upturn within the drybulk
segment by buying and
selling secondhand tonnage. Parts of these proceeds were reinvested in
newbuilding contracts that were sold prior to the vessels being delivered. The
Blystad
Group had prior to its sale of its chemical fleet to Eitzen Chemical ASA in
2006 built up one of the world's largest chemical fleets. Following the sale in 2006,
the Group has continued to redeploy and invest across the various shipping

Chartering Director of dry bulk and tankers (Consultancy), Arendals
Dampskibselskab, 2015 –
present

Chartering Director, headed up the Torvald
Klaveness
Group's dry bulk
pools, Bulkhandling
and Baumarine, 1991 –
2007

Chartering Manager, Leif Höegh & Co AS 1978 –
1990
Management team with extensive experience from leading dry bulk
companies

segments with its opportunistic approach of taking advantage of the cycles.

CASH FLOW RESILIENT THROUGH ALL EQUITY CAPITAL STRUCTURE

Estimated cash break-even vs historical 1yr Panamax TC rates

*Estimate based on 5 vessels Source: Clarkson Research Services

MARKET UPDATE

HISTORICAL RATES AND ASSET VALUES

Current risk/reward highly attractive

SIGNIFICANT UPSIDE IN DRY BULK ASSET VALUES

Source: Clarkson Research Services

SUBSTANTIAL ASSET UPSIDE

Unlevered asset upside to implied pricing of listed peers and historical averages

UNLEVERED YIELD POTENTIAL

10yr old Panamax unlevered cash yield at various rate scenarios

Significant yield potential even with modest rate recovery

Assumptions: 10yr old Panamax acquisition cost of USD 9.5m, OPEX of USD 5,400/day, G&A of USD 800/day, 360 trading days per year, 365 cost days per year. Source: Clarkson Research Services

DRY BULK DEMAND

Positive growth expected over the next three years

DRY BULK FLEET DEVELOPMENT

Supply growth tapering off – negative net fleet growth expected going forward

Nominal vs expected orderbook Deliveries coming to a halt

THE LONGEST PERIOD WITH EARNINGS BELOW OPEX SINCE BEFORE 1990

2015-2016 saw 5 consecutive months with earnings below OPEX, suggesting that dry bulk rates are unsustainably low

DELIVERIES OF BULK CARRIERS BY YARD COUNTRY

Actual deliveries, cancellation and "slippage" vs orderbook at beginning of the year – in million dwt

5 YEAR PANAMAX INVESTMENT 1976 - 2011

IRR vs 5yr old Panamax discount to NB parity and total bulker fleet growth Investment thesis and returns

  • Investment thesis
  • Buy a 5yr old Panamax if market price is < 70% of its NB parity value
  • Trade vessel w/rolling 12 month TCs for 5 years
  • Sell after 5yrs at market value of 10yr old vessel
  • Historical returns (Jan-76 - Aug-11)
  • 100 months with market price < 70% of its NB parity value
  • Average returns in the 100 months:
    • 25% IRR
    • 2.7x money multiple
  • Investments conducted in 5 out of the 100 months gave negative IRRs, and average returns:
    • (5%) IRR
    • 0.8x Money multiple

Current discount to NB parity is 30%, historically investments at such a time has lead to positive IRRs in 95 out of 100 cases

Source: Company, Clarkson Research Services, Clarksons Platou Securities

STRONG CORRELATION BETWEEN RATES AND VALUES

Market today:

  • 12 months TC rate: USD 5,900/day
  • Value 5 year old vessel: USD 13-14m

Once 12 months time charter rates come up to 'double digit', values will see substantial upticks:

  • 12M TC: USD 10,000/day, 5 year old vessel: USD 22-24m
  • 12M TC: USD 12,500/day, 5 year old vessel: USD 27-30m
  • 12M TC: USD 15,000/day, 5 year old vessel: USD 29-32m

THE DRY BULK S&P MARKET IS LIQUID

Source: Clarkson Research Services

SUMMARY

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