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Earnings Call: H1 2023

Aug 25, 2023

Sara Cheung
VP, Group Corporate Communications, First Pacific Company

Good afternoon, everyone. Thank you for joining this online briefing to discuss First Pacific's 2023 H1 Financial and Operating Results. The results presentation is available on First Pacific's website, www.firstpacific.com, under the Investor Relations section presentation page. This results briefing is being recorded, and the replay will be available on First Pacific's website in the Investor Relations section. For participants from the media, please note the Q&A session is open for investors and analysts only. If you would like to raise questions, please contact us when the briefing finishes. Today, we have with us our Executive Director, Mr. Chris Young, our Chief Financial Officer, Mr. Joseph Ng, Associate Directors, Mr. John Ryan and Mr. Stanley Yang, and other senior executives from the head office of First Pacific. Over to you, John, for the presentation.

John Ryan
Associate Director, First Pacific Company

Thank you, Sarah. A brief overview of our assets, which I'm sure you're all familiar with. There hasn't been any real change here since the last time we spoke with you back in March, earlier this year. Now, let's go straight into the numbers. Our recurring profit is up 14%. It's a record high for the interim period. Turnover, likewise, was a record high. Our contribution from operations, also record high. We've received, looking at the cash flow down on the bottom right, our first-ever dividend from PacificLight Power, and our dividend income for the first half of the year was double what it was a year earlier, more than double. The benefit of this to us will be discussed in a bit by our CFO, Joseph Ng.

As you can see from the recurring profit chart on the top right, all our main holdings, Indofood, MPIC, now PLP and PLDT, they all delivered stronger earnings. The head office numbers were pushed down a bit by an increase in net interest expense, up by about 40% to almost $35 million. Corporate overheads, I'm sure you'll be glad to hear, were down by about 15%, and recurring profit was a nice round $300 million. Non-recurring gains were down just a bit from the earlier year to $7.2 million. As you can see, our recurring earnings per share up 15%. With the stronger numbers, we've felt confident to deliver an interim distribution of HKD 0.105 per share.

Looking ahead, recurring profit is on track to a third consecutive record high after 2021 and 2022. Now, a brief word about our balance sheet. Gross and net debt are little changed from the last time we spoke with you. As ever, our borrowings are unsecured and light on covenants. Our interest coverage ratio is quite high at the end of the half year, at 4.5x , and as was implied by the previous slide, our blended interest cost is up a little bit to 5.3%. Fixed rate borrowings are just over half of the total at $750 million. And if you look at our debt maturity profile in the bottom left, you can see what we've got outstanding and their term.

We've got $210 million of bank borrowings maturing next year, and our treasury team is already in discussions to roll those over. We've only got one bond outstanding, notwithstanding our investment-grade credit rating, and that's in 2027. As you can see, it's the blue chart. Now, the interest coverage ratio and dividend income are portrayed in the top right here. There's the 4.5x , up from 3.8x , a year earlier. There you can see the increase in our dividend income from one half to the next. You can see it's well over double, and the big contribution there, as you can see, is from PLP. Now, a very quick glance at our gross asset value. The ratios are pretty much steady, IndoFood, the biggest, followed by PLDT, MPIC, and the others.

Please note that we are now valuing our stake in PLP at $370 million. That's our investment cost, and up from $150 million when we reported our full-year earnings back in March. Now, a very brief word about the MPIC delisting initiative. If you don't know, First Pacific shareholders voted by 99.99% to approve our participation in that delisting. That is underway after MPIC shareholders earlier this month also gave the go-ahead. I think 77% approval rate there, with a minuscule opposition and a bunch of abstentions. Now, pro forma, after all the tendered shares are counted up on the seventh of September, the shareholding would look something like what you see on the right-hand side here.

We would be just under half of the whole, but that's not terribly material because we've got voting control, and if you're counting preference shares. New shareholder, Mit- Pacific, a joint venture from Japan, is described in the note. GT Capital would be a little increased as well. Then there's the Management Investment Group led by our Chief Executive, Manny Pangilinan. We can talk more about this in the Q&A. There's some discussion of this delisting proposal here, but let's move. Very quick word on ESG matters. The Hong Kong Stock Exchange is introducing a new Section D in Appendix 27 of the listing rules, requiring Hong Kong-listed shares to follow the new S1 and S2 ESG reporting requirements imposed by the IFRS. That was announced back in late June.

We've had extensive discussions with our operating companies, and we feel we'll be able to manage this new recording, reporting requirement when it comes with fiscal 2024. Now, over Indofood, the phrase a lot from my mouth in this brief narrative. Net sales record high, core profit record high. Essentially all driven by consumer-branded products at Indofood. It is one of the largest instant noodle manufacturers in the world. It's had, as you can see from the earnings chart there, staggering growth over the past few years since it acquired Pineh ill in August 2020. At the time of that acquisition, the Pine Hill Noodle Factories had a capacity of about 9 billion packs a year. That, at the end of the first quarter this year, was already up to 13 billion packs.

We've got, counting the domestic market, about 1.2 billion potential customers for Indofood products. Most of those markets are very lightly penetrated compared with the domestic Indonesian market, and we're confident about the prospects for medium-term growth in the years ahead. Now, looking at the EBIT margin chart, you can see that the ICBP businesses overall had a pretty good first half of the year, while the remaining businesses all saw their margins decline. There was a stark, a stark fall in palm oil prices, which had an effect on the margin at the agribusiness, which fell by more than half. Now, looking towards the full year, we expect a continuing steady, strong performance from IndoFood. A brief glance, closer look at ICBP.

Now, as you can see, ICBP bought Pinehill three years ago and subsequently issued two bonds in United States dollars, and these are described here in the box on the bottom right. You can see the net debt; this is of course in rupiah terms, went down from the year-end to the end of June, and that is because of almost 5% strengthening in the closing rupiah exchange rate. Now, a brief look at the sales here at Indofood. You can see the growth was very strong, again, record high, driven by the noodles business, followed by distribution and Bogasari, notwithstanding the lower margins there. Now, let's move to the largest and most sophisticated telco in the Philippines. Again, record high service revenues, record high EBITDA. Service revenues, just under 100 billion PHP.

EBITDA, a little more than half of that, the margins at 53%. The increase in earnings was driven very largely by the home business, as we can see here on this page, with a strong 3% growth in revenues. Over at the individual business, which historically has been a strong earnings driver, we saw that revenues were flat in the H1 . But if you look more closely at the Q2 revenues, you see that they were up over the Q1 by a strong 7% for the post-paid business, and slightly lower pace of growth at the prepaid at 2%. So, we're looking for good things overall from PLDT going forward. Telco profit for the full year, PHP 33.5 billion-PHP 34 billion.

CapEx is going to be down by probably PHP 10 billion or more for the full year from 2022, in the region of PHP 80 billion-PHP 85 billion. Let's not leave PLDT without a word about the Voyager Fintech Holding Company, in which they're the biggest shareholder. It's got Maya, the number one fintech ecosystem, in the Philippines. It's got more customers than everyone else. It's got more loan dispersals, and it's got 61% of domestic bank accounts. And that's very much a nice to have at the moment, seeing as, how equity analysts put enormous valuations on these sorts of businesses. It's growing fast, and we're keeping our eye on it. Now, in the interest of time, we will skip over to MPIC. A reminder, these are the main businesses that that MPIC is invested in.

Its three big ones all had a very good first half of the year, as you can see in the change in contribution chart down here on the bottom, left-hand side. Driven by the Power business, which had much stronger pass-through revenues and also a big boost of income from its generation business. The water business benefited from, higher tariffs, and the toll roads also saw growth as well. For the full year, we're looking for, MPIC to probably deliver record-high earnings, even as it deals with the results of the delisting initiative, currently underway and, just described. Now, we can get into more detail about MPIC in the Q&A, so I'll skip over the specific companies. Meralco had a very strong H1 of the year.

The toll roads business did also, and you see they've got some more roads under construction, and then the water and the other businesses are reported here on this page, the other larger businesses. Now, PacificLight, we're kind of getting used to here for specific, as thinking about it as a fourth, core holding because of its impressive, performance over the past couple of years, as you can see in the recent, profit and loss chart here on the top right. Now, you'll have seen that it's paid us a very large dividend and its other shareholder, Meralco, in the H1 of the year.

All of this occurred while it was pushing down its debt very, very hard from SGD 590 million at the end of 2021, to just SGD 250 million at the end of June. Looking ahead for the rest of the year, we see it's, we are comfortable with it continuing to earn well, and looking ahead, we're quite hopeful for it too. Not least because, it's got some potential projects in the works, such as a solar power joint venture to export electricity from Bulan Island in Indonesia to Singapore, and potentially more conventionally fueled power plant business, locally in Singapore.

Now, a brief word about Philex Mining, where the currently operating mine has had its mine life extended to the end of 2027, while development of the new Silangan Project continues down in the south of the country, in Mindanao. Its performance was worse than it was a year ago, and that's largely because of lower metal production and lower copper prices. Now, in summary, our core businesses all did extremely well, as we're reminded by here with the recurring profit chart. The full year numbers will probably look similar. We're very excited about another likely strong year in 2023. If the delisting initiative with MPIC goes ahead, we'll be looking at kind of a new look at First Pacific, with not one in PLP, but two very large privately held holdings.

How the market will look at us if we can pull off that delisting will be quite interesting. Now, that's the end of the brief narrative to start things going. A few folks would like to ask some questions, Sarah?

Sara Cheung
VP, Group Corporate Communications, First Pacific Company

Yes, we are now ready for questions. You can post your questions to the chat form, or raise your hand and unmute yourself when we give you the invitation. Thank you. Jeff?

John Ryan
Associate Director, First Pacific Company

Oh, right. Unmute. How does this work?

Analyst 1
Analyst, CLSA

Hey, John and Sara, I just unmuted. I just pressed the unmute button.

John Ryan
Associate Director, First Pacific Company

Thank you, Jeff. Go on.

Analyst 1
Analyst, CLSA

Hey, thank you very much for the presentation. I have three questions, but I would love to ask one by one. So the first one is on the PLP, which obviously has posted some good numbers in the first half. So, when we spoke last time in the briefing, we talked about PLP did secure some of the retail contracts for the tariff for 2023. So my question on PLP is: Is it reasonable to assume the second half earnings will be comparable to the first half? And how are we thinking about the outlook for the business in terms of tariff, and whether it is likely for PLP to do another round of locking of the tariff at a level that will generate some good earnings in the next year? So that's my first question.

John Ryan
Associate Director, First Pacific Company

Our Associate Director and Head of Corporate Development, Stanley Yang, will help you with that.

Stanley Yang
Associate Director, and Head of Group Corporate Development, First Pacific Company

Hi, Jeff. Good afternoon. On the PLP question, when it comes to the H2 , a lot of the retail contracts are 1-year contracts, and so it's fair to say that the H2 , a lot of the balance of retail contracts will also take effect. And so we would expect a strong performance of the business in the second half of this year. Now, the company, looking forward, is also signing up retail contracts for the ensuing years, next year in particular. And one thing that is slightly changed in the market before, rather than just one year, we're seeing longer dated contracts that are being made possible. And so some of these will be 2-year contracts, but some even three and even 5-year contracts.

And so, we feel that in being able to secure these longer term contracts, that could also help in terms of the profile of the business and the margin and some of the stability in the performance in the next couple of years. Now, so that would give a sense in terms of certainly the balance of this year and thinking ahead for next year.

Analyst 1
Analyst, CLSA

Thank you very much. Another question will be on the head office capital allocation. So can we get an updated thoughts on what you are thinking about it now? So certainly there are a few things going on. The general offer, which shall be completed somewhere in September, and share buybacks has stopped since November last year, and we also see the interim dividend payout declining to 19% in the first half. So just want to see where the latest thought is, and especially on the dividend policy, whether we should be still expecting an annual payout ratio of minimum 25%. And I have one more question after that. Thank you.

John Ryan
Associate Director, First Pacific Company

Jeff, our CFO, Joseph, will address your questions.

Joseph Ng
CFO and Associate Director, First Pacific Company

Well, hi, hi, Jeff, it's Joseph here. I think on the capital allocation, maybe I'll just address that, the kind of macro level before attending to your specific question on the payout. I think we still sticking to the kind of the three-pronged approach that we have been kind of articulating. First one is actually riding on our organic growth in both earnings and of course, then the steady dividend payment. Of course, the dividend payment will tie to earning performance as well as the cash flow situation, in particular, the dividend stream that we'll be collecting from all the operating unit, in particular, the top four. The likes of IndoFood, PLDT, MPIC, and now in particular, PLP.

Second, of course, then we will take work from some of the so-called corporate value creation initiative, then that would include what you mentioned about the buyback. We did some buyback in the past, and then we kind of stopped that because now we're in the middle of a corporate transaction, the MPIC delisting. So that's not the kind of insignificant capital investment at headquarters level to the tune of up to $110 billion, if transaction goes through. Now, the third one is actually the M&A space. We're not talking about a lot of M&A initiative at a corporate headquarters level, but one of those that we are considering, as alluded earlier by John, is they're looking into this solar farm project in which we have a certain direct stake.

So we are proceeding ahead with these three prongs, as far as those, the capital allocation strategy is concerned. Now, back to your question about the payout. As, as I mentioned, we are in the middle of a corporate transaction, which is not insignificant, and that may cause us a capital outflow up to HKD 110 million. So we are taking a kind of situation that where we try to monitor the development of that transaction first, and then we are subject to the outcome of that, we'll take stock after that. And as we mentioned in the press release that was published, we'll take a monitor the situation and review the situation after the conclusion of that transaction.

With the positive outlook, as mentioned by John, clearly we take a optimistic view about kind of setting the final dividend when we have more clarity as to the outcome of that transaction.

Analyst 1
Analyst, CLSA

Thanks, Joseph. So, my final question is, maybe is, a little bit medium to long term. So as we think about, First Pacific, the head office cash flow stream going forward after the MPIC offer. So do you have any preliminary comment on MPIC's dividend policy, going forward? Whether you want to extract more cash from that or whether it will be a status quo from what we have seen in the past?

Joseph Ng
CFO and Associate Director, First Pacific Company

Maybe I'll just address that again, it's Joseph here. And we take note of the fact that in the past, MPIC has been paying a fairly steady but fixed dividend per share. Dividend, I think, is something like PHP 0.11 per share in the past. Notwithstanding the privatization exercise, there's been discussion, and there has been kind of a lot of internal review as to the dividend policy of MPIC. As the trend is that we try to tune up the dividend payment from MPIC to this regarding the company that becomes kind of delisted or continue to be listed after the privatization. So yes, we are encouraging all the units, including MPIC, to tune up its dividend payout going forward.

It actually adopted kind of a fixed and steady dividend in the past because we looked at that the company is in a kind of a heavy investment phase in the past, in particular, and involving a high level of CapEx investment on the toll road side. And now that we are getting into the situation that many of these toll roads will get completed either during 2023 or by end of 2024. So we are kind of in a situation that we need to review the dividend policy of MPIC. So there's a possibility that we'll tune up the MPIC dividend payout to all the Shareholders, whether it's listed or unlisted, going forward, hopefully starting the later part of 2023.

If not, then that will be 2024.

Analyst 1
Analyst, CLSA

Great. Thank you very much, Joseph, and I will jump back to the queue.

John Ryan
Associate Director, First Pacific Company

Okay, we've got some written questions from Patrick Millicam. First, Patrick, you're asking update on our current NAV. This is the NAV per share at the half year, as published in our review of operations. Between June 30 and today, the amount of debt and shares in issue is pretty much unchanged. And our discount today is smaller than the 63.5, thankfully, but still high in our view, at 57.3%. Joseph, he's got a few more questions there on the screen. Do you want to address those? Debt and PLP dividends and others.

Stanley Yang
Associate Director, and Head of Group Corporate Development, First Pacific Company

I can jump in for the PLP dividend. So, the start of the dividends, we expect that to continue. And what's helped is that-

... in the improved performance that's allowed the company, PLP, to reduce its debt balance. When PLP did its debt restructuring, refinancing in the end of 2020, the debt level was over SGD 600 million. And so as of the first half, it's been reduced to SGD 250 million. And so that's allowed also, as part of that, the maturity to be pushed out, as well as more dividends to be paid by the company. And so the quantum, of course, will be linked to the amount of profits and the cash flows available, moving forward.

But with the new financing in place, and with the reduced levels of that, we expect that PLP will be able to continue dividend payments in the second half and into next year and beyond.

Joseph Ng
CFO and Associate Director, First Pacific Company

Right. Well, I try to answer the other. I mean, there are a couple of questions here, and some of them I've touched on earlier. There's a question about increasing the interim dividend, and there's another one about, well, doing the buyback. There's also another question about why not reducing debt? So the three are actually this kind of different aspect about capital allocation. As I mentioned earlier, we're in the middle of a corporate transaction, and we may be spending a not insignificant HKD 110 million. So we'll take stock and review all this when we get to the end of hopefully end of September, as to the outcome of that delisting exercise. Then we will take stock and revisit some of this.

As to the buyback, as I said earlier, as part of the capital allocation, it's either buyback, value creation, or a delisting exercise. So it's not insignificant, HKD 110 million, and part of that will be funded by the maiden dividend from PLP. But first half dividend from PLP is in the tune of HKD 60-70 million. That would not be sufficient for funding the whole delisting need. So it is the balancing act at the end of the day. So we fixed up, as I say, we will take a kind of more optimistic view when we get to the end of 2023.

As to the debt repayment, fully share the view because interest rate is going up, and we are having a 1.5 billion gross debt, net debt about HKD 1.3 billion. Interest rate is going up and as shown in the P&L, it's hitting us by extra HKD 10 million interest expenses in the first half. And if you do a pro rata, that will be maybe, maybe HKD 20 million extra for the full year. So it's something that we are addressing, and but on the other hand, we need to balance the other need as to the corporate transaction that I mentioned. And there's also a request about increasing the interim dividend. They're all woven together as the balancing act. We will take stock when we get to the end of 2023.

John Ryan
Associate Director, First Pacific Company

Thank you, Joseph. Tony Watson, you've raised your hand. Please go ahead, unmute and ask your question.

Tony Watson
EVP, Group Corporate Communications, First Pacific Company

Yeah, thanks for the call, and congratulations on a good first half. So I've, I've got some questions from kind of all over the place. First one, very broadly, can you just walk us through how the Pine Hill acquisition integration is going?

John Ryan
Associate Director, First Pacific Company

Yes, I think that's probably not too difficult. In fact, we've got a page in our book, which might be helpful in that way. This shows you the revenue breakdown by geography and business, and the crucial line for you is under consumer food products, Middle East, Africa, and others. And as you can see, there was an increase there from $711 million to $728 million, from one half to the next. Bear in mind, though, that generally speaking, Pine Hill's second half is better than the first half. And the integration from our perspective is growing very, very well. The Pine Hill transaction has pretty much been the biggest driver in Indofood for the past couple of years, recording successive record highs in earnings.

The growth might have been slowed down a little bit by the pandemic. So over the next few years, we're quite hopeful about continuing strong growth in those markets, driven not just by noodles but by new products, driven by the ICBP parent. Does that answer your question, Tony?

Tony Watson
EVP, Group Corporate Communications, First Pacific Company

Just a little bit more specifically, are you realizing the economies of scale that you were expecting? Are you finding any issues with system compatibility between your systems and their legacy systems? Any issues regards to marketing, that kind of thing, that you're running into?

John Ryan
Associate Director, First Pacific Company

For many, many years, Tony, ICBP helped with through connected party transactions, Pine Hill with the establishment and management of their factories. If you walk into a Pine Hill factory in Saudi Arabia and look around and then get transported to a similar factory in Sumatra, in Indonesia, you'll find that they're just about exactly the same. So, when the Pine Hill was acquired, there was basically almost zero operational risk because the ICB people, ICBP people knew exactly what they were getting, because they're the ones who installed it and set it up and showed them how to operate it. So on that side of things, no great difficulty.

I mean, if you want to look for difficulty in the Pinehill markets, look at those markets where there have been extreme fluctuations in the exchange rate. Now, those Pinehill businesses, most of them have been operating for many years, and they know how to deal with exchange rate fluctuations. I'm thinking in Egypt, for example.

Tony Watson
EVP, Group Corporate Communications, First Pacific Company

Yeah.

John Ryan
Associate Director, First Pacific Company

They know how to take it on the chin and roll with it and come out the other side, trying to smooth out those bumps as best they can. They're quite good at it.

Tony Watson
EVP, Group Corporate Communications, First Pacific Company

Okay. Okay, I hadn't realized that. Next question: commodity prices, particularly inputs for ICBP. I'm thinking things like wheat, rice, sugar. Obviously, with wheat, we've had some fluctuations given the Ukraine war, and we're seeing some export restrictions on rice and lately sugar for—in various countries. How have you dealt with the price fluctuations, particularly for wheat and for all your commodities, and potentially rice and sugar going forward? How are you positioned to hedge yourself or otherwise manage your risks?

John Ryan
Associate Director, First Pacific Company

By and large, the Bogasari flour business tends to buy in great big bulk, well ahead of time. So they weren't caught as badly on the hop when Russia invaded Ukraine, what, a year and a half ago, almost. But you'll see when prices get high, the margins do take a little bit of pressure, as we saw in the first half of 2023. But now you look, you look a little more closely. Even though the margin was compressed, you can see the overall sales at Bogasari were up. So they've done a pretty good job of managing the market share and the sales overall of that business.

You'll find that historically, Bogasari has dealt with big changes in the cost of its inputs going up and down, and generally manages to maintain its quite strong market share and a decent margin at the same time. But looking back again at the margins of the various businesses, you can see when the soft commodity prices get hit, the agri business takes it on the chin, and you'll see then that ICBP was the big driver in sales for the H1 . As you can see, plantations saw a decline. So overall, lower soft commodity prices are terrific for the CBP businesses. As you can see, stronger margins. The noodles margin was near a record high, which I think was set last year. And that's what carried the earnings growth in the first half.

Tony Watson
EVP, Group Corporate Communications, First Pacific Company

Okay, that's good. Third question is on a treasury policy, both, you know, on a consolidated basis and at the head office level. Are you comfortable with debt levels where they are now, or are you aiming to bring them down over time, or are you looking to bring them up?

Joseph Ng
CFO and Associate Director, First Pacific Company

Well, it's Joseph here. I mean, well, maybe answering from two aspects. One is the headquarters level. We currently have HKD 1.5 billion debt and a net debt of HKD 1.3 billion. And we are having kind of an interest coverage ratio of 4.5. But of course, given the increase in interest rate, we expect that that 4.5 ratio will trend down a little bit. As I said earlier, if we have kind of a meaningful surplus cash after the conclusion of the MPIC listing exercise, we will assess our cash level as to whether we need to pay down some debt.

If you ask us from the treasury angle, of course, it's good to pay down some of the debt. In particular, the interest rate is rising, and we'll manage down the interest expenses a bit lower going forward when we get into 2024. So yes, I mean, that will be one of the initiative. If you ask us from the treasury angle, there's no plan for us to take on any more debt at the headquarters level. It's more on the other side, is the going down. I mean, that would be something that we will think about. On a consolidated basis, we have a net debt of about HKD 8.7 billion.

I think a big part of that HKD 4.7 billion, I think, is actually attributable to MPIC, and given that it's an infrastructure company, and that includes a lot of loans at various project level, building the roads and the water treatment plants and the like. So, is not insignificant, four point seven billion, but you check the gearing ratio and the debt servicing capability, so we are quite comfortable that MPIC could handle that. In particular, a quite a number of toll roads will be coming into operation in the course of 2023, the later part of that, as well as 2024.

So, we are seeing that, yes, there's high CapEx and high debt situation, and hopefully, when those roads are up and running, then the debt servicing ratio and the gearing ratio will be more manageable and getting better at the MPIC level. So IndoFood's gearing is actually at a 0.4 level, so it's not really that high. Our PLP level, at that level, again, it's mentioned by John earlier, it's actually paying debt fairly quickly down to, kind of, less than SGD 250 million level.

... So the net debt EBITDA, as far as PRP is concerned, is less than one. So it's very, very manageable, and that's why they could easily refinance the debt, a few months ago, in May and June this year.

Tony Watson
EVP, Group Corporate Communications, First Pacific Company

Right. Okay, final question. Regarding Investor Meetings, if we happen to find ourselves in Manila, would you guys be open to taking a meeting at your offices there?

Stanley Yang
Associate Director, and Head of Group Corporate Development, First Pacific Company

Tony, drop me a note, man. I'll fix you up as best I can.

Tony Watson
EVP, Group Corporate Communications, First Pacific Company

Okay, thanks a lot. Okay, that's all I have. Thanks.

John Ryan
Associate Director, First Pacific Company

Okay, Charles Sunnucks, you've been waiting patiently. Please unmute and ask your question.

Analyst 2
Analyst, CLSA

Hi, congratulations on the results. I just had two short questions. The first one was on the delisting. Could you just lay out any key Milestone Dates from here on out in terms of completing that transaction? And also, what will disclosure look like for those Infrastructure assets going forward? That's my first question.

John Ryan
Associate Director, First Pacific Company

Stan?

Stanley Yang
Associate Director, and Head of Group Corporate Development, First Pacific Company

Sure. On the MPIC delisting in terms of the timetable. So after the August eighth special shareholder meeting, this is the MPIC, then the tender offer period started on the ninth, and under the PSE rules, it has to run for a 20 business day period. And so that tender offer period is set to finish on the seventh of September. And so if at that date, if the 95% acceptance threshold is reached, then this can proceed towards closing. And so the settlement would be on the nineteenth of September. And so that's really the date that we would look at in terms of a closing of the transaction.

All the other conditions, including the PCC, the competition confirmation of non-coverage, along with the First Pacific shareholder approval, which was obtained today, that's all been taken care of. So it's really just running the tender offer and getting to the acceptance threshold. In terms of disclosure, I think you're asking what will happen in terms of following the delisting. Is that the question?

Analyst 2
Analyst, CLSA

Yeah, I think-

John Ryan
Associate Director, First Pacific Company

Uh, yeah.

Analyst 2
Analyst, CLSA

Yeah, that is the question. So just whether we'll get that same kind of line-by-line disclosure.

Stanley Yang
Associate Director, and Head of Group Corporate Development, First Pacific Company

Yeah. At the moment, you know, the business will still continue in terms of being in infrastructure, although not listed. I think, going forward, though, there would be plans to list some of the units within MPIC. And so, for example, the Manila Water, under the revised concession agreement, there is a requirement for that business to list within five years. And so by 2027, the company would seek to list the business. And so that's an exercise that is being reviewed by the management. There are a couple of other units that are being considered. This could include the Roads and also possibly the Hospitals business.

And so these are some of the areas that we would think about in terms of listing those businesses. But in terms of structure, though, it would continue to be held within the MPIC portfolio, but in a delisted context.

Analyst 2
Analyst, CLSA

Okay. Just two follow-ups on that. Just in terms of that timetable, so that end date, so say September, is that when... So the transaction is totally completed, all the cash is, the cash outlays there, and it's kind of consolidated as such with those new holding weightings. Is that the right way to think about it?

Stanley Yang
Associate Director, and Head of Group Corporate Development, First Pacific Company

Yeah. At that point, and that was when all of the public minorities, upon the settlement, would be paid in cash for, their shares that they've tendered into the, into the offer. So yes, that's, that's when the, the transaction, concludes. There would be a, a couple of weeks, though, for the actual delisting, to happen. And so, if, if it's the nineteenth of September, then we're talking sometime early October for the actual delisting to be effective.

Analyst 2
Analyst, CLSA

Okay, thanks. And just the final one from me was, yeah, so on the kind of toll roads and the water, essentially hospitals, as those get potentially listed, would the idea be to kind of raise new funds to those businesses? Or is that effectively kind of an exit, an opportunity for exit to you, and kind of special, special dividends up to the holding company as a result?

Stanley Yang
Associate Director, and Head of Group Corporate Development, First Pacific Company

I think it's too early to give a sense of the breakdown. Certainly, the discussion around whether it's primary, secondary or some combination. I mean, these are businesses that have their own growth opportunities, but also cognizant of whether or not some secondary is possible. I think at this moment I would say there's nothing definitive in that in terms of the plans. But as the delisting takes place and as decisions are made, then we could come back and communicate that more clearly in terms of the forward plan.

Analyst 2
Analyst, CLSA

Okay, thanks. That, that's all for me. Thanks.

John Ryan
Associate Director, First Pacific Company

Okay, Patrick, you asked about Manny not being on the call. He's in Manila because the world's basketball authority, FIBA, is running a basketball World Cup. Today is the first day, and he's had to play host. But we did run our board meeting this morning. Min Kun Chen, you asked about our net debt level. I believe Joseph has already answered that. Stan, you've been waxing philosophical about MPIC. Can you help Graham Rhodes, our old friend of First Pacific, get a grasp of our thinking on this, the benefit to shareholders with the privatization?

Stanley Yang
Associate Director, and Head of Group Corporate Development, First Pacific Company

Sure. In terms of the privatization, so under a delisted MPIC, you know, one of the challenges, as we would see, is that for many years, the business, the company has traded at a significant discount. There's always been a holding company discount, which in the recent years has not narrowed, but actually gotten increased. It has widened. And as part of the offer then, it is a chance to come in and to buy out the public minorities, but also to have direct holdings from the First Pacific level into these underlying subsidiaries. There are plans in place that we would like to expand some of them and grow them.

But also to, as I pointed out, to look at various monetization efforts that could lead to an IPO of some of the key subsidiaries. And so the value that we would see is that as these businesses continue, and as we also review asset allocation in terms of where the investment will be, whether any assets may be sold, if they're less core or we see an opportunity to monetize. I think these are the areas that under the delisted company, there's more flexibility from us as a head office. And we would look at making those decisions once the end plans in place, once the delisting is done.

John Ryan
Associate Director, First Pacific Company

Thank you very much, Stan. Are there any more questions, folks? In a moment, I'll ask our Executive Director, Chris Young, to summarize where we feel we stand at the moment. But ahead of that, just a quick housekeeping. I'll be in London on personal business at the end of September. I'm leaving the twenty-eighth free. That's a Thursday. If you want me to come by and say hello, please drop me an email. I think you all know how to get in touch. Chris, can you wrap it up for us, please? Thank you.

Christopher Young
Executive Director, First Pacific Company

Thanks, John, and thank you all for calling in today. I think what you've heard is that we've had a good start to 2023. And again, I think what you've picked up, we're optimistic that the positive trends that we've seen in the first half will continue into the balance of the year. I think that's what we're saying. As also mentioned by Joseph, I think this should allow us to revisit the level of the 2023 full year dividend, hopefully in a positive way, towards the end and in the early part of next year. So I think we finish on an optimistic note.

We look forward to discussing the full year 2023 results with you on the next investor call, which I think is at the end of March next year. Thank you again for joining us today.

Operator

Thanks, Chris. Thanks again for joining today's online briefing, and you can disconnect the meeting now. Thank you.

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