Swire Pacific Ltd A

Good afternoon, ladies and gentlemen. Welcome to Swire Pacific Interim Results Analyst Briefing. Joining us at the briefing today are Mr. Guy Bradley, Chairman of Swire Pacific, Mr. Martin Murray, Finance Director of Swire Pacific, and Ms. Karen So, Managing Director of Swire Coca-Cola. Before we take a detailed look at our interim results, we'd like to show you a short video highlighting Swire Pacific's key development and achievement in the reported period. Enjoy the video. May I now invite Guy, Martin and Karen to take us through the details of the interim results of 2023.

Thank you. Well, it was a strong first-half performance, driven by a rebound from all core divisions in the first half, main driver being aviation. As you saw yesterday, there were very strong profits reported by Cathay Pacific at the airline subsidiary level, and they were partially offset by results from its associates. Elsewhere, the big news was the announcement of a proposed sale of Swire Coca-Cola USA for HK$30.4 billion, which realises a gain of over HK$22 billion if approved. To go with that, there is an announcement of a proposed special dividend of HK$11.7 billion, We're also proposing a 4% increase in the interim dividends for the first half. And in terms of focus, we still remain committed to executing the strategic plans in our core markets of Hong Kong, the Chinese mainland and Southeast Asia. Just looking at some numbers, the recurring underlying profit was up 284% to 4.9 billion versus prior year 1.3. This came, as you can see in the bottom half of the chart there, from all divisions, although aviation, as I said, was the big recovery versus the prior year. The sale of Swire Coca-Cola USA, I'll go into much more detail at the end of the presentation, but at this stage I'd just like to highlight that the gain we estimate on the consideration of US$3.9 billion, which is approximately HK$30.4 billion, will be over HK$22 billion. And we propose to pay a special dividend of approximately half that gain, which would amount to a per share, per A share dividend of $8.12 and per B share, $1.624 Hong Kong dollars. We expect the transaction to complete in the second half of 2023. I'll now just pass over to Martin Murray to discuss the financial performance in more detail.

Thank you, Guy. So, yes, the statutory profit was $4.2 billion in the first half versus the $1.9 billion last year. The underlying profit, which adjusts for the changes in the valuation of the investment properties, was $5.6 billion versus the $1.75 billion. And the recurring underlying profit was $4.9 billion versus the $1.3 billion. Revenue and cash generation significantly improved, allowing us to pay a mid-single-digit growth of dividends of 4%, as Guy mentions. And if the sale of the 100% equity interest in Swag Coca-Cola USA increases, is approved by the independent shareholders. That will result in another substantial and immediate return to shareholders' value through the special dividend. Looking on the right-hand side of this page, you can see the breakdown of recurring underlying profit. And as Guy mentioned, supply properties is up 6%, beverages up 41%, and aviation up 137%, albeit with a decline in the results from HECO, weaker results from Cabin Solutions, and the impact of lower FX impact. The head office increases are driven by the higher interest rates with the healthcare results improving post-COVID. This slide shows the movement in our significant non-recurring items. So CX didn't participate in the issuance of new shares in Air China in January, which reduced their shareholding from 18% to 16%, resulting in a deemed net gain of $853 million. And also there was a smaller gain in the sale of Taikushin car parks, which was offset in an impairment in our plastics recycling business. This chart shows the step change in our underlying profit. So Swire Properties, you'll see their higher rental income and the recovery of the hotel business being partially offset by the softening in the Hong Kong office market. In beverages, strong results from the U.S. and the Chinese mainland and the first half contribution from the business in Vietnam. And then the big turnaround in Cathay Pacific, which has been partially offset by the losses from Air China, which we report three months in arrears. And then, again, for the non-recurring items, we've just been through those. In terms of the balance sheet, it remains strong. Our gearing has increased to 21%, net debt $67 billion. But assuming the disposal of SWAG Coca-Cola US, gearing will come down to under 15%. Our weighted average cost of debt is there at 3.8%, of which 64% is fixed. And then we've got a good maturity profile there with a weighted average term of debt of 3.2 years. I'll pass back.

Thank you, Martin. In terms of the property division, we've included a few slides from the previous analyst briefing for those of you that weren't at that, and I'll just whiz through that quite quickly. The story of the first half in properties was very much one of a robust recovery in the performance of retail and hotels in Hong Kong and the Chinese mainland. On the strategic direction, we've also been making very good progress, as you can see with some of the highlights there. And we're particularly pleased to conclude the remaining acquisition of 35% interest in Taikoo Li Chengdu. So we now own 100% of that very successful shopping center in Western China. On the divestment side, we continue to dispose of non-core assets, and you can see that we've been pushing ahead with Taikushin car park disposals, and we expect to recognize another sale of about 654 parking spaces in the second half. In terms of the numbers, recurring underlying profit at the property level was up 6%, and that was almost exactly offset by the decline in underlying profit there of 6% as well due to the decrease in sales of car parks in the first half of 2023 versus prior year. That's all that drove that number there. The big news here really is the very, very solid performance from properties on the recurring level with a 6% increase as shown in that chart. The Chinese mainland continues to become of increasing importance for our business, and this just shows that we've now reached the level of 40% contribution from the Chinese mainland to our total revenue growth, and rental income there is growing at a compound growth rate of 12% since 2014, which is, I think, a really good achievement for the team in the Chinese mainland. You're very familiar with the 100 billion investment plan that we've been talking about for a while now. As you know, that plan covers all of our focus markets, Chinese mainland, Hong Kong, and Southeast Asia, and also encompasses increasing the residential trading investment. We're now 39% committed along that track to the 100 billion and very happy with the progress that we're making. Finally, this chart just shows that progress is across all geographies and across all sectors of the businesses that we're in. And overall, we expect to increase our attributable GFA by 8.2 million square feet going forward. So it's a good piece of momentum we've got in the property business. At that point, I will ask Karen to just cover the situation on beverages.

Thank you, Guy. So our beverages business operate in the three key markets, Greater China, Southeast Asia, and the Midwestern part of the USA. Some of the highlights from our market, over the Chinese mainland side, our team has been accelerating our category portfolio expansion with steady growth in the high-value categories such as ready-to-drink tea, coffee, and energy. And we have completed restructuring of the non-sparkling beverages production facility. Starting early this year, we have incremental 21 manufacturing line for our steel beverages. We continue to drive efficiency in our production facility and energy use. Our production efficiency in China is one of those world-class performance. We drive end-to-end digitization process to facilitate the business growth. We particularly focus on having e-connection with our end consumer, Salesforce automation, and also manufacturing information system. On Vietnam and Cambodia, Our SWI franchise territory population has increased to 877 million after the acquisition of Vietnam and Cambodia bottling business. Both of these markets would deliver a meaningful full period contribution to the group in the first half of 2023. We have deployed expertise and capabilities to drive further growth in this market and there are huge opportunities on Synergy. Over to the U.S. side, our U.S. business continues to perform very well driven by strong revenue growth even though volume has a slight decline. We've announced the disposal of the consideration of approximately HK$30.4 billion which will crystallize the substantial value at an attractive valuation if approved. So this transaction is expected to complete in the second half of this year. We have drive an incremental 24% on EBITDA. So overall our EBITDA is HK$3.4 billion. Over to the Chinese mainland side, our EBITDA increased by 2%. The increase in revenue was partly offset by the higher raw material cost and operating expenses. Our U.S. operation has strived a significant increase in EBITDA by 45%. The increase in revenue is driven by price increase, which was partly offset by higher cost of goods sold and operating expenses. Vietnam has contributed a very, very strong performance, while Cambodia is facing challenging conditions. Our attributable profit has grown to 1.4 billion Hong Kong dollar. They are contributed by significant increase in the U.S. operation, Chinese mainland, and also the incremental contribution from Vietnam and Cambodia. As you can see, more financial data down at the bottom right. Revenue increased by 14%, attributable profit increased by 24%, and recurring profit increased by 41%. We've also increased our EBITDA margin by 1.2 percentage point, which is sitting at 12.3% right now. Revenue increased by 14, volume increased by 18. EBITDA margin increased to 12.3%. If you look across our revenue performance by region, Chinese mainland drive a revenue increase of 6% on the local currency basis. Hong Kong and Taiwan, both of this market has very strong rebound after COVID year last year. Both of this market increased the revenue by double digit. Vietnam, Cambodia is incremental to our revenue, whereas our USA business continue to drive very, very strong revenue growth. On the EBITDA margin, our Chinese mainland has a slight decrease on EBITDA margin, which is due to our high operating costs and also raw material. Hong Kong, Taiwan is also driven by the raw material cost increase, and that's also a timing factor on our raw material cost. Vietnam is a very good addition to our portfolio. The Vietnam market itself is delivering a 15.9% EBITDA margin and continuously driven by great improvement of EBITDA margin from our USA operation. So with that, I will pass it back to Guy to talk about our aviation business.

Thank you. We saw a significant improvement in aviation from the CAFE group at the airline level, which was partially offset by losses from associates. You can see that improvement in the dark green colour in the chart on the left-hand side there. Obviously, you know, COVID was a huge impact on our business in aviation. And you can see in the chart here in the top half, the passenger volume starting to increase following the removal of quarantine requirements at the end of last year. And that's had a significantly positive effect on Cathay Pacific aircraft. as one might expect. In the bottom half of the chart, you can see that the profit for the first half of this year was the first time that the cafe had been profitable since 2019. And on the right-hand side, our liquidity position remains strong. In terms of the business, Cathay remains on track with its training and recruitment. Yesterday, they announced the intention to purchase up to 32 aircraft for delivery by 2029, which is exciting growth. And they remain on track to achieve the stated target of 70% of pre-pandemic passenger flight capacity levels, covering 80 destinations by the end of this year and expect to reach 100% by the end of next year. Cargo capacity will be further supplemented by that increased passenger flight frequency and those destinations, and they are targeting 85% of pre-pandemic cargo capacity by the end of the year. On the HACO side, HACO profit decreased in the first half due to a higher loss in the cabin solutions business. Meanwhile, other businesses performed a lot better than the prior year, and we saw particularly strong demand in the engine overhaul business. You can see that in the numbers on that chart. Healthcare, again, coming out of COVID, you can see the revenue growth of 122% year on year was very positive for healthcare, but it's early days in our journey, but the growth and recovery from that impact of COVID in both the Chinese mainland and Hong Kong is positive. On sustainability, there's lots going on. We're moving in a very good direction. I'd just like to highlight a couple of things. We remain on track in terms of climate to cut our emissions by half by 2030. And the other highlights I think here is just to let you know that in terms of diversity and inclusion, we've now achieved our target of having 30% female participation on the Swire Pacific board. For the outlook, the rebound that we've seen in the first half, we expect to continue through the second half, again driven very much by aviation. Subject to the approval of the independent shareholders, the disposal of Swire Coca-Cola USA is expected to be completed in the second half, with an EGM expected at the end of August or early September. and we remain confident on our long-term investment strategy despite the macroeconomic uncertainties that we can see ahead. I would just like to spend a few minutes now just going over the details of the sale of Swarovski Cola USA. It's a very important deal here, and I think it might be useful to just cover some of those details again. There are three key parts to the transaction, the sale of our USA beverage business for 3.9 billion US dollars or 30.4 billion Hong Kong dollars, number one, the special dividend, and thirdly, the management services agreement where Swire Pacific will continue to provide management and administrative support services in relation to Swire Coca-Cola USA. We see a number of very clear benefits to the transaction. It realises value for our US beverages business at a very attractive valuation. The transaction multiple of 12.4 times represents the highest multiple paid for a US beverage business for at least the past decade. This results in a gain of HK$22.8 billion upon disposal. The Management Services Agreement also allows for Swire Pacific to continue to manage our U.S. beverages business, maintaining a very sizable franchise population of over 880 million across four countries. With the Management Services Agreement, we will continue to maintain our global relationship with Coca-Cola, whilst maintaining some economic exposure to the target via the service fee. The substantial net proceeds also allow Swire Pacific to return substantial cash via special dividend of US$1.5 billion to shareholders, which is larger than the last three years of ordinary dividends. The transaction also strengthens the company's balance sheet, providing us with an ample headroom to navigate the uncertain environments ahead whilst continuing to invest in our investment pipeline. And it's consistent with our strategic focus on Greater China and Southeast Asia, where we remain committed to executing that investment pipeline. Going into some of the key terms of the transaction, proceeds for the sale of our business of $30.4 billion. This follows an arm's length negotiation between Swire Pacific and John Swire & Sons. Both parties were separately advised by international finance and legal advisers. As part of the transaction, we will also enter into a management services agreement with John Swire & Sons and continue to provide ongoing management services in relation to the U.S. beverages business. That agreement provides additional value to Swire Pacific on top of the consideration being the greater of $15 million U.S. plus a 5% markup adjusted in line with Hong Kong CPI or 6% recurring EBIT, whichever is the greater, as I said. There's also a proposed special dividend which allows Swire Pacific shareholders to share in the value creation via an immediate and substantial return of cash. In terms of next steps, a circular will be published on or before the 18th of August and the circular will contain further details about the transaction and also a letter from the IBC to the independent shareholders, a letter from the IFA to the IBC and details of the EGM. The transaction realizes value for our U.S. beverages business at a very attractive valuation, as I've said. The consideration represents 12.4 times the target's 2022 EBITDA pro forma adjusted for the fee payable under the management services agreement. Again, the multiple represents the highest multiple paid for a U.S. Coca-Cola bottling business in at least the past decade. The offer represents a 300% premium on the target's book value and will also book a very substantial HK$22.8 billion book gain on disposal. We will distribute approximately half the gains as a special dividend to shareholders, which, as you'll recall, is in line with our dividend policy. The transaction is in line with our strategy to deliver sustainable growth in shareholder value and return value to shareholders via various channels. The proposed special dividend of HK$8.12 per A share and HK$1.62 per B share is a sizable return of capital to our shareholders and as you can see is higher than the cumulative ordinary dividends paid over the past three years. Just in terms of the balance sheet, the disposal substantially strengthens the company's balance sheet. Adjusted for the disposal and special dividend, our net debt decreases from 66.9 billion Hong Kong dollars to 48.2, whilst our total equity increases from 31 to 32. from 312 to 324 billion Hong Kong dollars. Our pro forma gearing reduces from 21.4% to 14.9%. This provides ample buffer to navigate the continued macro uncertainties ahead, whilst providing further balance sheet strength, as mentioned, to fund our long-term investments. As mentioned earlier, again, we will enter into a management services agreement in return for an annual management fee. This chart just shows the scope of services of that agreement, which I will not go through line by line. We expect this to be a long-term agreement, and importantly, the management services agreement allows Swire Pacific to continue to manage our U.S. beverages business, which preserves our global relationship with Coca-Cola whilst maintaining some economic exposure to the target via the service fee. With that, I'll conclude, and we can go to some Q&A. Thank you.

Thank you, Guy, Martin, and Karen. We'll now proceed to take some questions from the floor. Any questions, please? Yes, gentleman in the middle. Thank you, Alan.

Hi, Carl Choi from Bank of America. A couple of questions. First of all, relating to the company's dividend policy, apart from paying out 50% of the profit over time, I think there was also a sense that the company wanted to raise the absolute dividends perhaps in reference to the historical peak. But with the disposal of the U.S. beverage business assuming it gets approved, how should we think about that path in terms of raising the dividend and would that take a bit longer? And also in relation to that then how does the company think about renewing a share buyback program in a high interest rate environment?

Sure. Yeah, thank you. In terms of the dividend policy, we did change it to exclude Cathay Pacific, so on that bit to make it much more stable. And we set a target at three, which we managed to hit. And now what we're trying to do is do progressive mid-cycle digit growth, which we think will continue to do that. The results of Cathay Pacific are good, and so the policy would be to pass through any dividend we receive from them. Obviously, at the moment, they're focused on paying down the preference A shares, but we see no reason why the dividend policy of progressive growth will continue. In terms of the share buyback, we did. We had the program that finished at the AGM in August. We were pleased with it. And we still have a mandate to do more, and we'll consider that at the time. We took a tight while to introduce the share buyback before in the knowledge that we were working on projects like Xi'an and the Vietnam transaction. So when you have price-sensitive information, you can't introduce a share buyback. But it's certainly something that management will continue to consider.

Thank you. Any next question, please? All right. That's no further questions. Very clear explanation from the panel. So thank you very much. That's a wrap to our briefing today. Thank you.