Aqualis ASA COMPANY PRESENTATION. January aqualis.no

Transcription

1 Aqualis ASA COMPANY PRESENTATION January 2014 aqualis.no

2 Disclaimer This Presentation has been produced by Aqualis ASA (the Company or Aqualis ) solely for use at the presentation to investors and other stake holders and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation is strictly confidential, has not been reviewed or registered with any public authority or stock exchange, and may not be reproduced or redistributed, in whole or in part, to any other person. To the best of the knowledge of the Company, 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. However, no representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its subsidiary companies or any such person s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this Presentation. This 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. 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 and results and other statements that are not historical facts, 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 cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its parent or subsidiary undertakings or any such person s officers 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. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results. 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. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company s business. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. 2

3 INTRODUCTION

4 Corporate overview of Aqualis ASA Originally a drug development company founded in 2001, and listed on Oslo Børs in 2006 under the name of Clavis Pharma ASA Clinical development program and other R&D activities terminated in Q company still retains a large portfolio of patent and other intellectual property rights for a number of drug candidates Entered a new business area of offshore marine and engineering consultancy services through the NOK 70m acquisition of Aqualis Offshore in November 2013 Name changed to Aqualis ASA 4

5 Key facts and figures Strategy Build Aqualis Offshore to become a large profitable global business within offshore marine and engineering consultancy Maximise the value of existing pharmaceutical assets Key Financials Preliminary consolidated sales revenue: Q4 NOK 21m, FY NOK43m* Current back-log of construction monitoring: ~NOK 45m Gross proceeds from share issue in November: ~NOK 62m Cash of NOK 94m and no interest bearing debt at year-end 2013 Ownership Ferncliff and associated companies: ~30% Management and other employees: ~23% Consideration share issued on acquisition (43.7m) has a lock-up period of 2 6 years *pro-forma numbers for the combined entities 5

6 Aqualis Group corporate structure Aqualis ASA Aqualis Offshore Ltd (Holding) Aqualis Healthcare AS* Aqualis Offshore Pte Ltd (Singapore) Aqualis Offshore Marine Services LLC (Dubai) Aqualis Offshore Inc (Houston) Aqualis Offshore UK Ltd (London) Aqualis Offshore Serviçõs Ltda (Brazil) Aqualis Offshore AS (Norway) Aqualis Offshore* (China) Bahrain/KSA** Abu Dhabi * Under incorporation ** In KSA / Bahrain, Aqualis operates through agency agreement 6

7 Executive Management & Board of Directors Executive Management Gunnar Manum, Acting CEO Joined Aqualis in April 2007, as the company s CFO. Prior to this, he was a senior advisor at Handelsbanken Capital Markets, Corporate Finance, for eight years. Has long and wide-ranging experience from having held several managerial positions within finance and accounting. Based in Norway.. Christian Opsahl, CFO Extensive international finance, investment banking and private equity experience within the global financial markets, together with industrial experience from companies servicing the offshore oil and gas markets. Based in Norway. Board of Directors Martin Nes, Chairman He is CEO and Partner of investment firm Ferncliff TIH AS. Has previously worked several years for the Norwegian law firm Wikborg Rein, both in their Oslo and London offices, and for the shipping law firm Evensen & Co. Mr Nes experience is especially within the shipping and offshore industry. Mr Nes joined Ferncliff in March Yvonne L. Sandvold She is the Chief Operating Officer of Frognerbygg AS, and has extensive experience from the Norwegian real estate industry. Ms Sandvold currently serves on the Board of several private companies. David Wells, CEO Aqualis Offshore Has more than 30 years experience in the offshore sector with particular focus on offshore operations, MWS and marine consultancy. Specialist on jack up operations, location approvals and all aspects of rig moving. More recently involved in senior management duties. Based in London. Øystein Stray Spetalen He is Chairman and owner of investment firm Ferncliff TIH AS, and an independent investor. He has worked in the Kistefos Group as an investment manager, as corporate advisor in different investment banks and as a portfolio manager in Gjensidige Forsikring. Ole Henrik Eriksen, Chief Business Officer, Healthcare He was the first CEO of Aqualis when the Company was founded in Prior to that, he had 18 years of experience as a scientist, Director, VP and CEO in the pharmaceutical and diagnostic imaging industry, including Nycomed Imaging (now part of GE Healthcare), Medinnova, NeoRad AS and Alertis Medical AS. Based in Norway. Synne Syrrist She is an independent business consultant, and has extensive experience as a non-executive director. She has previously worked as a financial analyst at Elcon Securities and First Securities, and currently serves on the Board of several public companies, including Awilco Drilling Ltd and Eidesvik Offshore ASA. 7

8 AQUALIS OFFSHORE

9 Aqualis Offshore in brief Key information Provider of specialist marine and engineering consultancy services to the offshore oil and gas sector Integrated marine and engineering staff consists of carefully selected specialists from the industry with long track record Established in 2012 by Ferncliff and Strata M&O Head office in London, operating as a global entity 78 employees and contractors (at 31.Dec.13) Acquired by Aqualis ASA in November 2013 Service offering Engineering Marine Warranty Services Transportation and Installation Construction Supervision Services Rig Moving Marine Consultancy Dynamic Positioning Services Due Diligence Services 9

10 Global presence cover all major oil regions China Mexico Qatar & Abu Dhabi Australia Current locations Likely next locations 10

11 Competitors: Offshore operations are key for all business lines «Doing» derivative Offshore Operations «Observing» derivative Jack up engineering (basic design, upgrade and conversion) FPSO marine engineering Construction supervision Engineering Key staff provision Moving of rigs Offshore Construction Projects Transportation & installation FPSO engineering and installation Marine Warranty Services (MWS) Towages Technical Due diligence DP FMEAs and audits Vessel inspections and surveys Marine and engineering approvals Site assessments Engineering reviews / verifications Marine consultancy Relatively few Few Many 11

12 Aqualis Offshore services Complete life cycle involvement with offshore assets Marine project / asset life cycle Project initiation Engineering / design phase Project procurement Construction Hook-up and commissioning Asset management Decommissioning Engineering (niche-focus): Construction yard supervision: Marine operations: Inspection & approvals: Basic / conceptual design / FEED Modifications and upgrades of drilling rigs / FPSOs / FSOs / liftboats Transportation & installation analysis Site attendance on behalf of owners, shipyards, financial institutions, 3 rd parties New-builds + conversions & upgrades Due diligence / compliancy; financial community focus Transport and installation services; moving of offshore assets Rig moving Float-overs Site attendance & procedure management Marine warranty services Mooring analysis Condition and suitability surveys / audits DP inspections and audits Jack-up site assessments Aqualis key competencies are conjointly exposed to both offshore opex and capex cycles 12

13 Selected clients NOCs / IOCs: Offshore cont. / shipyards: Rig / vessel owners: Underwriters / financial inst.:

14 Key drivers for Aqualis Offshore Offshore oil and gas sector is generally resource challenged at present and tends to rely upon external consultants to assist with operations Increasing number of smaller, independent companies with lean organizations that have a need to outsource specialized services, including engineering design and operational support services Each project requiring an increasing number of roles - asset owner representative, oil company representative, creditor representative, insurers representative, etc. One party doing the work, several parties observing Increasing safety regulations in all parts of the E&P value chain enhances need for 3rd party verifications Increasing focus on risk management from owners, customers, lenders and insurers following costly delays and accidents (Macondo, Yme, etc) Underlying Jack-Up market is growing, offering increased shipyard and operational opportunities current order backlog is 134 units, of which approx. 100 new rigs to be delivered in 2014 and 2015 Engineering opportunities to upgrade and modify aging jack up fleet for new offshore roles e.g. MOPU s and accommodation units 14

15 Recruitment - rapidly expanding service organisation Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 15

16 Strategic considerations Global, integrated and independent offshore consulting firm - consisting of experienced / senior staff Opportune timing to enter market DNV merger with GL, GM and LOC recently been acquired by private equity Employee equity ownership (existing and new employees), driven / ambitious corporate culture, no bureaucracy, aligned interests Ambitious growth agenda within existing and new geographical regions: Continued organic growth through recruitment of experienced engineers and mariners, and establishment of new geographical locations Selective M&A either as a way of regional expansion or expansion into adjacent niches Main shareholder with extensive knowledge of the offshore industry Previously involved in the offshore marine and engineering industry through its ownership in Noble Denton (now part of DNV GL) Ferncliff has been involved in building, operating and/or upgrading of more than 30 rigs 16

17 Highly experienced international management team David Wells, CEO. Master Mariner Has more than 30 years experience in the offshore sector with particular focus on offshore operations, MWS and marine consultancy. Specialist on jack up operations, location approvals and all aspects of rig moving. More recently involved in senior management duties. Based in London. Dr Andrew Theophanatos PhD, Director South Americas Naval Architect with over 30 years experience in offshore engineering and project management around the world and latterly in Brazil. Specialises on offshore engineering projects in both consultancy and MWS capacities for services related to all recent deepwater field development projects. Based in Rio de janeiro, Brazil Dr Bader Diab PhD, Director Engineering and North America Structural and Global Performance Engineer. 25 years offshore engineering global experience covering both shallow and deep water sectors with extensive structural design experience of MODUs, mooring systems, motions, installation engineering and familiarity with shipyards. Based in Houston. Bjørn Havard Brenden, M.Sc., Director Norway Naval Architect and Marine Engineer with 20 years experience in engineering design and as project manager for projects involving ships, semi submersibles, offshore service vessel, tankers and conversions to FSU/FPSO including offshore construction and installation experience. Based in Norway. Reuben Segal, Director Middle East. Naval Architect 19 years experience in the offshore and shipping sectors covering both engineering design and ship surveying. Extensive recent global business development experience with focus on Design and Construction of offshore oil and gas assets including MODU and MOPU units from FEED through to yard delivery. Based in Dubai, UAE. Phil Lenox, Director Asia Pacific. Structural Engineer Over 40 years of onshore/offshore experience with both contractors and consultancies including conceptual design, detailed structural analysis and design through to construction and installation. Specialises transportation and installation projects including use of HLVs, topside floatovers and has extensive MWS experience. Based in Singapore. Santosh George, Group QHSE Manager Specialist QHSE consultant and auditor with extensive risk analysis experience covering shipyards and offshore assets together with implementation of Group Management systems and ISO accreditations. Based in UAE. 17

18 AQUALIS HEALTHCARE

19 Healthcare: two focus areas 1. Partnering Partnering of drug candidates generated by the former Clavis Pharma Oncology Inflammatory diseases Viral diseases Potentil milestone payments and royalty if successfully developed No focus on further investments in R&D 2. Create a stand-alone business unit, Aqualis Healthcare AS (under incorporation) Indentfy opportunities witin the healthcare sector were additional value can be added by Aqualis know-how Broad based opportunistic approach Pharmaceuticals, Diagnostics, Medtech, Neutraceuticals, E-health, Health services Create a stand-alone business unit 19

20 Partnering opportunities Portfolio of drug candidates Based on Lipid Vector Technology (LVT) Parent drug Lipid = New Chemical Entity Large library of compounds Oncology, viral diseases, inflammatory diseases Two compounds licensed CP-4033 to Translational Therapeutics CP-4200 re-licensed to Mount Sinai Shool of Medicine 20

21 Intellectual property rights Patent portfolio that offers composition of matter protection for a large number of specific LVT compounds -> 165 approved patents in 10 patent families Orphan drug status for elacytarabine and CP and 10 years of exclusivity post market approval in the US and Europe Key patents: Key Compounds Therapeutic Area Expiry Year Without Extension Expiry Year Including Potential Extension Elacytarabine Anticancer CP-4126 Anticancer Antiviral, nucleosides Antiviral Budesonide derivatives Anticancer, antiinflammatory Troxacitabine derivatives Anticancer

22 SUMMARY

23 Top 20 shareholders # Name Holding % 1 STRATA MARINE & OFFSHORE AQUALIS HOLDCO LTD GROSS MANAGEMENT AS FERNCLIFF LISTED DAI AS ALSTO CONSULTANCY VERDIPAPIRFONDET DNB AS FERNCLIFF KRISTIANRO AS BINKLEY CAPITAL AS LENOX, PHILIP ALAN THEOPHANATOS, ANDREAS ALPINE AS ARCTIC FUNDS PLC GISLERØD, MAGNE STAVANGER KARTING AS ANKO INVEST AS BHB CAPITAL MANAGEMENT DALLAS ASSET MANAGEMENT ILMARINEN MUTUAL SCOPE PROPERTIES OTHER TOTAL Ferncliff and associated companies: ~30% Management and employees: ~23% 23

24 Aqualis ASA APPENDIX: DETAILS OF AQUALIS OFFSHORE S SERVICES aqualis.no

25 Engineering Provide a unique solutions-based approach to engineering Our engineers are focused on working with our Clients, where appropriate as a onestop-shop, to find efficient solutions to their engineering projects Our independence allows us to concentrate on cost-effective, fit for purpose and tailored solutions to suit the specific needs and constraints of the Client Our expertise covers the life-cycle of an offshore facility from concept design through installation and on to ageing platform integrity management and finally, decommissioning Involved in both the shallow and deep water ends of the offshore oil and gas industry 25

26 Engineering (cont d) Our teams of experienced and well qualified engineers can provide unique solutions for many platform types including: Mobile Offshore Drilling Units (MODU) Wind Turbine Installation Vessels and Liftboats Mobile Offshore Production Units (MOPU) Fixed offshore installations FPSO s / FSO s / FLNG and other floating structures These solutions range from: Concept Design Basic Design FEED and Pre-FEED solution Upgrade and modification Engineering Advanced engineering solutions 26

27 Rig moving services We offer a full range of rig moving support services; our teams being fully experienced with both jack up and floating units. The following services are provided: Site specific rig deployment consultancy Pre-contract rig suitability engineering analyses Dry transportation approvals and consultancy Leg penetration analyses (geotechnical) Site Specific Location Approvals Mooring analyses Marine Warranty Services Provision of Towmaster services Turnkey rig moves Towage approvals General rig moving consultancy Training courses 27

28 Transport and installation We specialise in assisting our Clients with difficult and large marine operations During early stages we aim to provide valuable early planning and advice to optimise the solutions with regards to: vessel and equipment selection structural design and offshore procedures Subsequent engineering comprises analysis and design associated with all temporary phases of a marine operation from loadout and transportation to installation or discharge/ offload of high value offshore assets 28

29 Transport and installation (cont d) Such calculations include: Vessel ballasting Global and local vessel strength Vessel motions and stability Grillage and seafastening design Dynamic lifting and rigging Hydrodynamic analysis Jacket launch and upending Dynamic analysis for floatover installations Geotechnical analysis etc. Production of appropriate documentation Our service then extends to offshore operation supervision and support from our qualified and experienced Marine Superintendents and Project Engineers 29

30 Transport and installation (cont d) We draw on the services of external companies where supplementary skills or input are required for example metocean data for transportation assessment and planning These services are tailored to suit our Clients' requirements and can be supplied as conceptual/feasibility studies, detailed engineering and operation or verification 30

31 Marine warranty services Our teams of Marine Warranty Engineers, Surveyors and Master Mariners act to protect Underwriters interests or self-insured Clients We provide independent third party review and approval of offshore projects. The teams have extensive experience in a wide range of offshore activities from simple marine operations to complex and challenging offshore projects. Typical activities may include: Document reviews Suitability surveys Approvals of offshore marine spreads Approval of towages, heavy lifts and installations Decommissioning and removal of offshore structures Acting as Marine Advisors to oil companies 31

32 Dynamic positioning Provide experienced multidisciplinary teams of engineering and operational resources with the aim of assisting our Clients to operate and validate according to their units specific industrial mission. We aim to provide independent technical reviews to enhance safe operations and we can also provide analyses of cranes, bilge and ballast systems and, pipelay systems. Our services include: DP Incident Investigation / Operator Competence Assessment & Verification DP Suitability/Condition Surveys / Manuals & Procedures DP Project Management & Sea Trials Management Planning for DP Conversions & Life Extensions DP FME(C)A s DP FMEA Proving & Annual Trials DP Design Review/ Redundancy Analysis DP Gap Analysis Development of WSOG & ASOG CMID & OVID Surveys Witness FAT s & CAT s 32

33 Construction monitoring services Provision of site teams to represent and work with our Clients throughout the new construction or conversion of an offshore asset. The project team monitors the project to ensure that it is carried out in accordance with the contract, the specifications, Client s expectations, flag and Class requirements Aqualis Offshore provides a team of engineers and inspectors of various disciplines to be utilised at different stages of the project to ensure that the construction meets the build schedule 33

34 Construction supervision services Key project control activities include, inter alia: Development and implementation of project procedures Review of machinery and equipment specifications Tracking of site queries, observing safety policy, monitoring quality control measures Maintaining electrical & mechanical completion and commissioning records Development and implementation of project execution plans Monitoring of work progress and testing activity Monitoring of quality control of each activity throughout the construction Attendance at formal safety meetings Attendance at Factory Acceptance testing (FAT) Audits of subcontractor s facilities Attendance during sea trials and inclining experiments Reporting to the Client on a weekly and monthly basis 34

35 Due diligence services As part of our construction services and prior to any involvement with the construction phase or even during a constriction project, Aqualis Offshore can assist with the due diligence process to provide the following services: Yard Audits Pre-contract evaluation Post contract evaluation Equipment procurement assessment Construction monitoring / site attendance Financial review and assessment Payment Milestone audits Risk assessment and management Design review Our independence and in depth of experience of asset type and construction facilities allows Aqualis Offshore to act as a trusted advisor on all aspects of any construction contract either pre or post execution 35

36 Marine consultancy Our mariners are specialists with drilling rigs and offshore vessel operations We aim to assist our clients in finding practical solutions to their marine operations and projects and / or protect their interests when sub-contracting or making asset investments We can offer: Provision of Towmasters / Rigmovers / Marine Advisors including Pilotage Operations Condition / Suitability / Pre-charter audits / Pre-purchase surveys Drafting of offshore project related procedures Mooring patterns consultancy Anchor handling procedures Witnessing equipment trials and tests Dry transportation consultancy and operations Bollard pull certification Rig move procedures General marine consultancy 36