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Hunter Group ASA

Investor Presentation Jun 7, 2017

3626_rns_2017-06-07_b3b18171-48d7-4b36-bfdf-0909d62efded.pdf

Investor Presentation

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An oil service technology investment company

Disclaimer

This presentation (the "Presentation") includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Hunter Group ASA (including subsidiaries and affiliates, the "Company").

These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the Company, oil prices, exploration and production spending levels in the oil industry, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Presentation.

Although the Company believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. The Company is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither the Company nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.

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

An investment in the Company involves risk, and 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 expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation. The Company does not intend, and does not assume any obligation, to update or correct the information included in this Presentation.

This Presentation does not constitute an offer or an invitation to buy, subscribe or sell shares of the Company or any other securities in any jurisdiction.

This Presentation must be read in connection with other publicly available information about the Company, including prospectuses, information memorandums, stock exchange notices, annual and interim reports published by the Company. The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice.

This Presentation is subject to Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue in the first instance.

Agenda

  • 1. Introduction to Hunter Group ASA
  • 2. Dwellop AS
  • 3. Indicator AS
  • 4. Appendix

Hunter Group Platform for value creation and growth in the oil service space

  • Organic growth and accretive deals
  • Capitalize on changing market dynamics in the industry
  • Future investments to encompass both new and bolt-on acquisitions
  • Multiple expansion from small to large cap
  • Targeting next generation oil service companies
  • Enhanced Oil Recovery ("EOR")
  • Differentiating technologies
  • Competitive cost
  • Focusing on oil companies' opex, rather than capex
  • Target to become a significant player within its market niche

Investing in innovative technology companies

An oil service technology investment company

  • Tool and IP based on 12 yrs research within HPHT1 and corrosive environment
  • Strategic and technical review

  • Work-over rigs2

  • Well intervention handling equipment

▪ Ongoing process to build a larger portfolio

1) HPHT – High pressure and high temperature

2) WOR - A movable rig used to perform well repair and production enhancement work in existing wells, which easily can be moved from one location to another

Tier one shareholders with growth ambitions

  • Ability to create unique deal flow
  • Proactive use of capital markets
  • HUNT, ticker on Oslo Axess
  • 1,311,580,130 shares outstanding
  • Market cap NOK 485m
  • Appr. NOK 300m net cash position beginning of June
31 May 2017
Name Holding %
SONGA TRADING INC 72,000,001 5.5%
STOREBRAND VEKST VERDIPAPIRFOND 56,133,667 4.3%
DYNAMO MANAGEMENT AS* 55,507,583 4.2%
ARCTIC FUNDS PLC 53,900,000 4.1%
APOLLO ASSET LIMITED 51,988,525 4.0%
TYCOON INDUSTRIER AS 51,988,525 4.0%
MP PENSJON PK 51,600,000 3.9%
TIGERSTADEN AS 49,904,655 3.8%
MIDDELBORG INVEST AS 48,504,655 3.7%
SILVERCOIN INDUSTRIES AS 38,652,458 2.9%
NORRON SICAV - TARGET 37,881,575 2.9%
ARGENTUM FONDSINVESTERINGER AS 32,923,145 2.5%
VERDIPAPIRFONDET DNB SMB 32,194,364 2.5%
ALDEN AS 30,000,000 2.3%
SKANDINAVISKA ENSKILDA BANKEN 30,000,000 2.3%
INVESCO PERP EURAN SMLER COMPS FD 21,225,389 1.6%
SKANDINAVISKA ENSKILDA BANKEN S.A. 19,965,000 1.5%
GEB HOLDING AS* 19,214,196 1.5%
GEM INVEST AS* 19,214,196 1.5%
INITI AS* 19,214,196 1.5%
Top 20 shareholders 792,012,130 60.4%
Others 519,568,000 39.6%
Total 1,311,580,130 100.0%

Agenda

Agenda

  • 1. Introduction to Hunter Group ASA
  • 2. Dwellop AS
  • 3. Indicator AS
  • 4. Appendix

Objective to become the leading offshore well intervention technology provider

Work-over rigs (WOR) Well intervention systems (WIS)
Cantilevered & standalone solutions
Topside handling equipment for coil tubing and wireline
Proven technology operations
Generic solution to ensure cost-effective and safe well
1
intervention and P&A
operations

Wide portfolio of recognized and field proven solutions,
vetted globally

After market - Rental

Innovative solutions and technology unlocking the full potential of existing wells

Dwellop transaction summary

  • Total consideration of NOK 185m for 100% ownership:
  • NOK 60m in cash
  • NOK 125m through issuance of new shares at 0.65 per share
  • Equivalent to ownership of 14,7% post the transaction
  • Management shareholders have agreed a three year lock-up period
  • LOI signed 20th March 2017 transaction closed in 15th May 2017

Implied 2016 EV/EBITDA and P/E multiples of 2,8x and 3,4x 1

Topside handling equipment for well intervention and P&A operations

The work-over rig film: http://www.dwellop.no/work-over-rigs

The rationale for well intervention

"Cost per barrel from drilling new wells is 5-10 times more expensive than cost per barrel from well intervention" International oil major :

Increased incremental return on existing offshore infrastructure

The work-over rig's value proposition

% time saved only due to faster mob/demob1

In addition to time savings, OPEX for liftboats are around 20-30% lower than for jack ups

Faster, simpler and more flexible solution

1) Time savings based on total operation, including mobilization and demobilization, four and eight days for liftboats and jack ups, respectively

Well intervention market – work-over rig

8,000 platforms

24yrs avg age of wells

3.3 wells per platform

▪ EOR through either production / development drilling or well intervention

Shallow offshore platforms & wells1

  • Saudi Aramco alone has a continuously demand for about 15 units2 to change electrical submersible pumps (ESP)
  • Today it exists 20 liftboats able to carry the work-over rig; in addition to 8- 10 under construction3

Large – Existing – Growing – Expanding

1) Selected regions shallow water platforms (less than 65m water depth) and corresponding data. Source Infield Systems, Maybank and Triyards

2) 700 wells, average 16 days incl mob to change an ESP pump with two years lifespan

3) GMS and management

Significant market potential within P&A

Offshore production well P&A forecasts

  • Number of platform wells P&A'ed in 2016
  • UKCS 89
  • NCS 48

  • UKCS and NCS forecasted wells to be P&A'ed by 2025 is

  • UKCS 1,470 (60 % is platform wells)
  • NCS 362 (85 % is platform wells)

Around GBP 1.5bn P&A market 2017e on the UKCS and NCS

Work-over rig | A versatile solution

Low weight 440 MT – Cantilever reach – Safer operation

Renowned portfolio of well intervention systems

Powerstand Rough design, proper guiding and tubing protection combined with minimum weight, represent valuable profit with respect to rig-up and operation.

Advanced Tension Frame Providing optimum work conditions for coiled tubing operations on floaters such as semi-submersible rigs and drill ships.

Jacking Frame Enabling increased productivity and safety during coiled tubing operations on fixed installations and TLP`s by ensuring efficient injector handling.

Well Intervention Towers Enabling safe and efficient coiled tubing and wireline operations on fixed platforms by improving rigging time, access and safety.

Cost efficient – Safe operation – High quality – Vetted globally

Client relation s

- solid track record and growing client base

Going forward

  • Growth plan
  • Fuel organic growth by expanding leasing business model
  • Expand after market services
  • Strategic partnership / alliances
  • Accretive bolt-on acquisitions
  • Near term ambitions
  • Two work-over rigs annually (one rig in progress)
  • Products in excess of NOK 100m
  • Combined EBITDA margin of around 20%
  • Long term ambitions
  • Turnover exceeding NOK 1bn
  • Maintain strong EBITDA margin

Agenda

Agenda

  • 1. Introduction to Hunter Group ASA
  • 2. Dwellop AS
  • 3. Indicator AS
  • 4. Appendix

Indicator AS (previously Badger Explorer)

  • Tool and IP based on 12 years research within HPHT and corrosive environment
  • Strategic assessment of various Badger technologies together with Rystad Energy
  • Currently pursuing two alternative paths:
  • Soft funding from existing partners; special focus on the Asian market
  • Commercialization of different IPRs
  • Cash burn reduced to a bare minimum while assessing business opportunities
  • To materialize within a reasonable time frame

Agenda

  • 1. Introduction to Hunter Group ASA
  • 2. Dwellop AS
  • 3. Indicator AS
  • 4. Appendix

Hunter Group management team and board of directors

CEO Vegard Urnes
-
More than 17 years experience from the oil services industry and M&A / investment banking
-
Previously with corporate finance at Goldman Sachs, later at ProCorp
and NRP Securities before
founding Navis Finance in 2013
CFO To be announced
VP Business
Development
Eirik Bergsvik
-
Over 25 years experience from the oil service industry
-
Previously CEO of Interwell
AS (2011-2016), board member at MHWirth
(2014-2017) and CEO of
National Oilwell Varco Norway AS (2006-2011)
Board of
Directors
John Vemmestad
-
Chairman
-
35 years in senior positions from the oil industry, latest as Managing Director of Talisman Energy in
Norway (2005-2014)
Ingrid Elvira Leisner
-
Over 10 years experience as board
member in listed companies; currently a board member in
Spectrum ASA, Vistin
Pharma ASA, TechStep
ASA and Maritime and Merchant Bank ASA
-
Previously Head of Portfolio Management for Electric Power in Statoil Norge AS
Ketil
Grim Skorstad
-
25 years of capital market experience as advisor and private investor

Dwellop management team

  • Helge Hustoft – CEO (since 2007)
  • Over 30 years of industry experience
  • Previously senior positions in Statoil and Navion
  • Cand Merc., University of Oregon

Endre M. Gaard – VP Business Development

  • Over 12 years from business development within the oil service industry
  • Previously worked for Ocean Installer AS, Seabrokers, RUE and Sparebank1 SR-Bank
  • Cand. Merc/MSc, Norwegian School of Economics (NHH)

Bitten Børresen Sterri – Finance Manager

  • Over 20 years experience as finance manager and controller from the oil service industry
  • Previously working for Parker Maritime, CMS AS, ABB Flexible Automation
  • BSc in Finance, BSc in Human Resource, University of Stavanger

Martin Lingsten – VP Work Over Rigs

  • Over 14 years of industry experience
  • Previously working for Mann+Hummel in the USA, China and Sweden and Bertrandt Sweden AB
  • BSc in Mechanical Engineering, University of Trollhättan

Arne Rødeseike – VP Well Intervention Systems

  • Over 25 years industry experience, whereof 17 years in Dwellop
  • BSc in Mechanical Engineering, University of Surrey

Geir Berge – Procurement Manager

  • Over 25 years industry experience
  • Previously working for BGI, It Energy, Hewlett Packard, Hitec.
  • BSc in Technical Cybernetic, Vestfold University and Economy and Project Management from University of Stavanger

Pro forma income statement for the year ended 31 December 2016*

Income Statement 2016 in NOK millions Hunter Group
ASA (IFRS)
Dwellop AS
(NGAAP)
Pro forma / IFRS
adjustments
Pro forma
(unaudited)
Total operating revenues 0.1 209.0 - 209.1
Cost of goods sold (1.6) (113.7) - (115.3)
Payroll expenses (4.1) (34.2) - (38.4)
Other operating expenses (4.4) (14.5) - (18.9)
Capitalised development cost 3.5 - - 3.5
Adjusted EBITDA (6.5) 46.6 - 40.1
Non-recurring items (a) - - (3.3) (3.3)
EBITDA (6.5) 46.6 (3.3) 36.8
Depreciation and amortisation (0.1) (3.6) (8.6) (12.4)
EBIT (6.6) 42.9 (11.9) 24.5

a) Transaction costs *For illustrative purposes only

Pro forma statement of financial position as of 31 December 2016*

Hunter Group Dwellop AS Pro forma / IFRS Pro forma
Financial position 2016 in NOK millions ASA (IFRS) (NGAAP) adjustments (unaudited)
Research and development, IPR, trademarks etc 150.0 26.6 20.0 196.6
Goodwill - (9.6) 68.3 58.7
Fixed assets 0.0 28.8 - 28.8
Cash 0.3 23.3 268.3 291.9
Other current assets 0.6 54.8 - 55.4
Total assets 151.0 123.9 356.5 631.4
Equity 58.9 64.0 347.9 470.8
Capitalised grants 81.5 - - 81.5
Deferred taxes - 14.7 4.6 19.3
Other interest bearing debt - 11.0 - 11.0
Current liabilities 10.6 34.1 4.0 48.7
Total liability and equity 151.0 123.9 356.5 631.4

▪ Hunter Group ASA has a cash position of approximately NOK 300m as of June 2017

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