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Filed by Grab Holdings Limited
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Altimeter Growth Corp.
Commission File No.: 001-39573
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Grab Q1 2021 Earnings Call August
2021
Disclaimer
Forward-Looking Statements This presentation (this “Presentation”)
contains forward-looking statements regarding Grab Holdings Inc.’s
(the “Company”) future business expectations which involve risks
and uncertainties. Actual results may differ materially from the
results predicted, and reported results should not be considered as
an indication of future performance. All statements other than
statements of historical fact contained in this Presentation,
including statements as to future results of operations and
financial position, planned products and services, business
strategy and plans, objectives of management for future operations
of the Company, market size and growth opportunities, competitive
position and technological and market trends, are forward-looking
statements. Some of these forward- looking statements can be
identified by the use of forward-looking words, including
“anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,”
“estimates,” “targets,” “projects,” “should,” “could,” “would,”
“may,” “will,” “forecast” or other similar expressions. All
forward-looking statements are based upon estimates and forecasts
and reflect the views, assumptions, expectations, and opinions of
the Company as of the date of this Presentation, and may include,
without limitation, changes in general economic conditions as a
result of COVID-19, all of which are accordingly subject to change.
Any such estimates, assumptions, expectations, forecasts, views or
opinions set forth in this Presentation should be regarded as
indicative, preliminary and for illustrative purposes only and
should not be relied upon as being necessarily indicative of future
results. The forward-looking statements contained in this
Presentation are subject to a number of factors, risks and
uncertainties, some of which are not currently known to the
Company. You should carefully consider the risks and uncertainties
described in the “Risk Factors” section of the registration
statement on Form F-4 filed with the U.S. Securities and Exchange
Commission (the “SEC”) by Grab Holdings Limited (“GHL”) on August
[2], 2021 and other documents filed from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Moreover, the Company operates in a very competitive and rapidly
changing environment, and new risks may emerge from time to time.
It is not possible to predict all risks, nor assess the impact of
all factors on the Company’s business or the extent to which any
factor, or combination of factors, may cause the Company’s actual
results, performance or financial condition to be materially
different from the expectations of future results, performance of
financial condition. All information provided in this Presentation
is as of the date of this Presentation and any forward-looking
statements contained herein are based on assumptions that the
Company believes to be reasonable as of this date. Undue reliance
should not be placed on the forward-looking statements in this
Presentation, which are based on information available to the
Company on the date hereof. The Company undertakes no duty to
update this information unless required by law. 2Disclaimer
Forward-Looking Statements This presentation (this “Presentation”)
contains forward-looking statements regarding Grab Holdings Inc.’s
(the “Company”) future business expectations which involve risks
and uncertainties. Actual results may differ materially from the
results predicted, and reported results should not be considered as
an indication of future performance. All statements other than
statements of historical fact contained in this Presentation,
including statements as to future results of operations and
financial position, planned products and services, business
strategy and plans, objectives of management for future operations
of the Company, market size and growth opportunities, competitive
position and technological and market trends, are forward-looking
statements. Some of these forward- looking statements can be
identified by the use of forward-looking words, including
“anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,”
“estimates,” “targets,” “projects,” “should,” “could,” “would,”
“may,” “will,” “forecast” or other similar expressions. All
forward-looking statements are based upon estimates and forecasts
and reflect the views, assumptions, expectations, and opinions of
the Company as of the date of this Presentation, and may include,
without limitation, changes in general economic conditions as a
result of COVID-19, all of which are accordingly subject to change.
Any such estimates, assumptions, expectations, forecasts, views or
opinions set forth in this Presentation should be regarded as
indicative, preliminary and for illustrative purposes only and
should not be relied upon as being necessarily indicative of future
results. The forward-looking statements contained in this
Presentation are subject to a number of factors, risks and
uncertainties, some of which are not currently known to the
Company. You should carefully consider the risks and uncertainties
described in the “Risk Factors” section of the registration
statement on Form F-4 filed with the U.S. Securities and Exchange
Commission (the “SEC”) by Grab Holdings Limited (“GHL”) on August
[2], 2021 and other documents filed from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Moreover, the Company operates in a very competitive and rapidly
changing environment, and new risks may emerge from time to time.
It is not possible to predict all risks, nor assess the impact of
all factors on the Company’s business or the extent to which any
factor, or combination of factors, may cause the Company’s actual
results, performance or financial condition to be materially
different from the expectations of future results, performance of
financial condition. All information provided in this Presentation
is as of the date of this Presentation and any forward-looking
statements contained herein are based on assumptions that the
Company believes to be reasonable as of this date. Undue reliance
should not be placed on the forward-looking statements in this
Presentation, which are based on information available to the
Company on the date hereof. The Company undertakes no duty to
update this information unless required by law. 2
Disclaimer
Use of Historical Financial Information and Non-IFRS Financial
Measures The Company’s unaudited selected financial data for the
three months ended March 31, 2021 and 2020 included in this
Presentation is based on financial data derived from the Company’s
management accounts that have not been reviewed or audited and are
subject to further review and updates. The Company's reporting
currency is the U.S. dollar. This Presentation also includes
references to non-IFRS financial measures, which include: Gross
Billings, Adjusted Net Sales, Adjusted EBITDA, Total Segment
Adjusted EBITDA and Segment Adjusted EBITDA. However, the
presentation of these non-IFRS financial measures is not intended
to be considered in isolation from, or as an alternative to,
financial measures determined in accordance with IFRS. In addition,
these non-IFRS financial measures may differ from non-IFRS
financial measures with comparable names used by other companies.
The Company uses these non-IFRS financial measures for financial
and operational decision-making and as a means to evaluate
period-to-period comparisons, and the Company’s management believes
that these non-IFRS financial measures provide meaningful
supplemental information regarding the Company’s performance by
excluding certain items that may not be indicative of its recurring
core business operating results. For example, the Company’s
management uses: (i) Gross Billings as an indicator of the
Company’s growth and business performance as it measures the dollar
volume of transactions on its platform; (ii) Adjusted Net Sales as
a key metric to measure top-line growth of the Company’s business
segments as it adjusts the Company’s revenue by adding back
consumer incentives and excess driver/merchant incentives; and
(iii) Total Segment Adjusted EBITDA as a useful indicator of the
economics of the Company’s business segments, as it does not
include regional corporate costs. There are a number of limitations
related to the use of non-IFRS financial measures. In light of
these limitations, we provide specific information regarding the
IFRS amounts excluded from these non- IFRS financial measures and
evaluating these non-IFRS financial measures together with their
relevant financial measures in accordance with IFRS. This
Presentation also includes “Pre-InterCo” data that does not reflect
elimination of intragroup transactions, which means such data
includes earnings and other amounts from transactions between
entities within the Company group that are eliminated upon
consolidation. Such data differs materially from the corresponding
figures post-elimination of intra-group transactions. Industry and
Market Data This Presentation also contains information, estimates
and other statistical data derived from third party sources
(including Euromonitor), including research, surveys or studies,
some of which are preliminary drafts, conducted by third parties,
information provided by customers and/or industry or general
publications. Such information involves a number of assumptions and
limitations and due to the nature of the techniques and
methodologies used in market research, Euromonitor cannot guarantee
the accuracy of such information. You are cautioned not to give
undue weight on such estimates. The Company has not independently
verified such third party information, and makes no representation
as to the accuracy of, such third party information. 3Disclaimer
Use of Historical Financial Information and Non-IFRS Financial
Measures The Company’s unaudited selected financial data for the
three months ended March 31, 2021 and 2020 included in this
Presentation is based on financial data derived from the Company’s
management accounts that have not been reviewed or audited and are
subject to further review and updates. The Company's reporting
currency is the U.S. dollar. This Presentation also includes
references to non-IFRS financial measures, which include: Gross
Billings, Adjusted Net Sales, Adjusted EBITDA, Total Segment
Adjusted EBITDA and Segment Adjusted EBITDA. However, the
presentation of these non-IFRS financial measures is not intended
to be considered in isolation from, or as an alternative to,
financial measures determined in accordance with IFRS. In addition,
these non-IFRS financial measures may differ from non-IFRS
financial measures with comparable names used by other companies.
The Company uses these non-IFRS financial measures for financial
and operational decision-making and as a means to evaluate
period-to-period comparisons, and the Company’s management believes
that these non-IFRS financial measures provide meaningful
supplemental information regarding the Company’s performance by
excluding certain items that may not be indicative of its recurring
core business operating results. For example, the Company’s
management uses: (i) Gross Billings as an indicator of the
Company’s growth and business performance as it measures the dollar
volume of transactions on its platform; (ii) Adjusted Net Sales as
a key metric to measure top-line growth of the Company’s business
segments as it adjusts the Company’s revenue by adding back
consumer incentives and excess driver/merchant incentives; and
(iii) Total Segment Adjusted EBITDA as a useful indicator of the
economics of the Company’s business segments, as it does not
include regional corporate costs. There are a number of limitations
related to the use of non-IFRS financial measures. In light of
these limitations, we provide specific information regarding the
IFRS amounts excluded from these non- IFRS financial measures and
evaluating these non-IFRS financial measures together with their
relevant financial measures in accordance with IFRS. This
Presentation also includes “Pre-InterCo” data that does not reflect
elimination of intragroup transactions, which means such data
includes earnings and other amounts from transactions between
entities within the Company group that are eliminated upon
consolidation. Such data differs materially from the corresponding
figures post-elimination of intra-group transactions. Industry and
Market Data This Presentation also contains information, estimates
and other statistical data derived from third party sources
(including Euromonitor), including research, surveys or studies,
some of which are preliminary drafts, conducted by third parties,
information provided by customers and/or industry or general
publications. Such information involves a number of assumptions and
limitations and due to the nature of the techniques and
methodologies used in market research, Euromonitor cannot guarantee
the accuracy of such information. You are cautioned not to give
undue weight on such estimates. The Company has not independently
verified such third party information, and makes no representation
as to the accuracy of, such third party information. 3
Business
Update 1 2021 Q1 Results 2 Update on Public Listing Process 3
COVID-19 Update & Grab Initiatives 4 Non-IFRS Reconciliations 5
4Business Update 1 2021 Q1 Results 2 Update on Public Listing
Process 3 COVID-19 Update & Grab Initiatives 4 Non-IFRS
Reconciliations 5 4
Business
Update 5Business Update 5
Grab
Continues to Demonstrate Category Leadership in 2020 Online food
delivery Ride hailing E-wallet (1) Category share in Southeast Asia
50% 72% 23% Category share relative to next largest competitor in
2.5x 4.8x 1.6x (1) Southeast Asia Source: Euromonitor International
Note: 1. Southeast Asia refers to refers to Indonesia, Malaysia,
Singapore, Thailand, Philippines and Vietnam only. 6Grab Continues
to Demonstrate Category Leadership in 2020 Online food delivery
Ride hailing E-wallet (1) Category share in Southeast Asia 50% 72%
23% Category share relative to next largest competitor in 2.5x 4.8x
1.6x (1) Southeast Asia Source: Euromonitor International Note: 1.
Southeast Asia refers to refers to Indonesia, Malaysia, Singapore,
Thailand, Philippines and Vietnam only. 6
Strong
2021 Q1 Top-Line Growth Reaffirms Our Superapp Strategy +31% +96%
+39% YoY YoY YoY (2)(3) Growth in Deliveries Segment Adjusted Net
Growth in Adjusted Net Sales Growth in GMV per MTU (1) (2021 Q1 vs.
2020 Q1) (2021 Q1 vs. 2020 Q1) Sales (2021 Q1 vs. 2020 Q1) Driven
by increases in both the number of Demonstrates the resiliency of
Grab’s business Highlights the strength of our superapp synergies
transactions and order value model amidst the pandemic across
segments Note: 1. Adjusted Net Sales is defined as the total dollar
value attributable to Grab less driver and merchant-partner base
incentives 2. Gross Merchandise Value (GMV) is defined as the total
dollar value of transactions from Grab’s services, including any
applicable taxes, tips, tolls and fees 3. Monthly Transacting User
is defined as the monthly number of unique users who transact via
Grab’s products 4. Certain figures are non-IFRS measures. See the
section on Non-IFRS Reconciliations for reconciliation of non-IFRS
measures 7Strong 2021 Q1 Top-Line Growth Reaffirms Our Superapp
Strategy +31% +96% +39% YoY YoY YoY (2)(3) Growth in Deliveries
Segment Adjusted Net Growth in Adjusted Net Sales Growth in GMV per
MTU (1) (2021 Q1 vs. 2020 Q1) (2021 Q1 vs. 2020 Q1) Sales (2021 Q1
vs. 2020 Q1) Driven by increases in both the number of Demonstrates
the resiliency of Grab’s business Highlights the strength of our
superapp synergies transactions and order value model amidst the
pandemic across segments Note: 1. Adjusted Net Sales is defined as
the total dollar value attributable to Grab less driver and
merchant-partner base incentives 2. Gross Merchandise Value (GMV)
is defined as the total dollar value of transactions from Grab’s
services, including any applicable taxes, tips, tolls and fees 3.
Monthly Transacting User is defined as the monthly number of unique
users who transact via Grab’s products 4. Certain figures are
non-IFRS measures. See the section on Non-IFRS Reconciliations for
reconciliation of non-IFRS measures 7
(1) Our
Board of Directors New New Addition Addition Dara Anthony Tan Tan
Hooi Ling Ng Shin Ein Oliver Jay Rich Barton Khosrowshahi
Co-founder, CEO and Co-founder, COO & Non- Independent Director
Independent Director Independent Director Chairman Independent
Director Independent Director Co-founder, CEO and Co-founder, COO
and Co-founder, CEO and Director CEO, Director at Uber Serves as a
Director at Chief Revenue Officer at at Zillow StarHub Limited, CSE
Global Asana Chairman at Grab Director at Grab Currently serves as
a Director Limited, Avarga Limited Prior to co-founding Zillow, at
Uber and Expedia. Previously, worked at Named among Fortune’s 40
Member of the National under 40 in 2016 and 2018, University of
Singapore Board founded Expedia and served Previously served on the
Also serves as Singapore’s Dropbox where he built and as Expedia’s
President, CEO Board of Directors at The Non-Resident Ambassador to
led the North America Online The Bloomberg 50 in 2017, of Trustees,
and sits on the Fast Company’s 100 Most boards of the Economic and
Director from 1999 to New York Times and the Republic of Hungary
and and Inside Business Sales 2003 TripAdvisor is on the Board of
Governors teams and later served as the Creative People in 2018 and
Development Board and Wise of the Singapore Head of Asia Pacific
and Latin Fortune’s World’s 50 (formerly TransferWise) Currently
serves as a Director Previously served as Greatest Leaders list in
2021 International Foundation America Was previously a consultant
at Netflix, Qurate Retail, President and CEO of Expedia (2) (3) AGC
and AGC 2 from 2005 to 2017 Also awarded the Nikkei Asia at
McKinsey & Company Prize in 2020 Note: 1. Directors of Grab
immediately after the consummation of the Business Combination 2.
AGC refers to Altimeter Growth Corp. 3. AGC 2 refers to Altimeter
Growth Corp. 2 8(1) Our Board of Directors New New Addition
Addition Dara Anthony Tan Tan Hooi Ling Ng Shin Ein Oliver Jay Rich
Barton Khosrowshahi Co-founder, CEO and Co-founder, COO & Non-
Independent Director Independent Director Independent Director
Chairman Independent Director Independent Director Co-founder, CEO
and Co-founder, COO and Co-founder, CEO and Director CEO, Director
at Uber Serves as a Director at Chief Revenue Officer at at Zillow
StarHub Limited, CSE Global Asana Chairman at Grab Director at Grab
Currently serves as a Director Limited, Avarga Limited Prior to
co-founding Zillow, at Uber and Expedia. Previously, worked at
Named among Fortune’s 40 Member of the National under 40 in 2016
and 2018, University of Singapore Board founded Expedia and served
Previously served on the Also serves as Singapore’s Dropbox where
he built and as Expedia’s President, CEO Board of Directors at The
Non-Resident Ambassador to led the North America Online The
Bloomberg 50 in 2017, of Trustees, and sits on the Fast Company’s
100 Most boards of the Economic and Director from 1999 to New York
Times and the Republic of Hungary and and Inside Business Sales
2003 TripAdvisor is on the Board of Governors teams and later
served as the Creative People in 2018 and Development Board and
Wise of the Singapore Head of Asia Pacific and Latin Fortune’s
World’s 50 (formerly TransferWise) Currently serves as a Director
Previously served as Greatest Leaders list in 2021 International
Foundation America Was previously a consultant at Netflix, Qurate
Retail, President and CEO of Expedia (2) (3) AGC and AGC 2 from
2005 to 2017 Also awarded the Nikkei Asia at McKinsey & Company
Prize in 2020 Note: 1. Directors of Grab immediately after the
consummation of the Business Combination 2. AGC refers to Altimeter
Growth Corp. 3. AGC 2 refers to Altimeter Growth Corp. 2
8
2021 Q1
Results 92021 Q1 Results 9
2021 Q1
Results Consolidated Group GMV per (3) (1) (2) Monthly Transacting
User Gross Merchandise Value Adjusted Net Sales (US$M) (US$M)
(US$/MTU) 3, 644 +5% YoY 507 153 +39% YoY +31% YoY 3,464 117 367
2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1. Gross
Merchandise Value (GMV) is defined as the total dollar value of
transactions from Grab’s services, including any applicable taxes,
tips, tolls and fees 2. Adjusted Net Sales is defined as the total
dollar value attributable to Grab less driver and merchant-partner
base incentives 3. Monthly Transacting User is defined as the
number of consumers who have successfully paid for an offering on
our platform within a given month. MTUs over a quarterly or annual
period are calculated based on the average of the MTUs for each
month in the relevant period 4. These are non-IFRS measures. See
the section on Non-IFRS Reconciliations and Use of Historical
Financial Information and Non-IFRS Measures 102021 Q1 Results
Consolidated Group GMV per (3) (1) (2) Monthly Transacting User
Gross Merchandise Value Adjusted Net Sales (US$M) (US$M) (US$/MTU)
3, 644 +5% YoY 507 153 +39% YoY +31% YoY 3,464 117 367 2020 Q1 2021
Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1. Gross Merchandise Value
(GMV) is defined as the total dollar value of transactions from
Grab’s services, including any applicable taxes, tips, tolls and
fees 2. Adjusted Net Sales is defined as the total dollar value
attributable to Grab less driver and merchant-partner base
incentives 3. Monthly Transacting User is defined as the number of
consumers who have successfully paid for an offering on our
platform within a given month. MTUs over a quarterly or annual
period are calculated based on the average of the MTUs for each
month in the relevant period 4. These are non-IFRS measures. See
the section on Non-IFRS Reconciliations and Use of Historical
Financial Information and Non-IFRS Measures 10
2021 Q1
Results Consolidated Group (Cont) (1) (2) Total Segment Adjusted
EBITDA Adjusted EBITDA (US$M) (US$M) %of %of (5.7%) 1.0% (9.9%)
(3.1%) GMV GMV 35 +US$231M (111) +US$233M (196) (344) 2020 Q1 2021
Q1 2020 Q1 2021 Q1 Note: 1. Total Segment Adjusted EBITDA is
defined as the Adjusted EBITDA excluding regional corporate costs
2. Adjusted EBITDA is defined as net loss adjusted to exclude: (i)
net interest income (expenses), (ii) other income (expenses), (iii)
income tax expenses, (iv) depreciation and amortization, (v)
stock-based compensation expenses, (vi) costs related to mergers
and acquisitions, (vii) unrealized foreign exchange gain (loss),
(viii) impairment losses on goodwill and non-financial assets, (ix)
fair value changes on investments, (x) restructuring costs and (xi)
legal, tax and regulatory settlement provisions 3. These are
non-IFRS measures. See the section on Non-IFRS Reconciliations and
Use of Historical Financial Information and Non-IFRS Measures
112021 Q1 Results Consolidated Group (Cont) (1) (2) Total Segment
Adjusted EBITDA Adjusted EBITDA (US$M) (US$M) %of %of (5.7%) 1.0%
(9.9%) (3.1%) GMV GMV 35 +US$231M (111) +US$233M (196) (344) 2020
Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1. Total Segment Adjusted EBITDA
is defined as the Adjusted EBITDA excluding regional corporate
costs 2. Adjusted EBITDA is defined as net loss adjusted to
exclude: (i) net interest income (expenses), (ii) other income
(expenses), (iii) income tax expenses, (iv) depreciation and
amortization, (v) stock-based compensation expenses, (vi) costs
related to mergers and acquisitions, (vii) unrealized foreign
exchange gain (loss), (viii) impairment losses on goodwill and
non-financial assets, (ix) fair value changes on investments, (x)
restructuring costs and (xi) legal, tax and regulatory settlement
provisions 3. These are non-IFRS measures. See the section on
Non-IFRS Reconciliations and Use of Historical Financial
Information and Non-IFRS Measures 11
2021 Q1
Results (1) Consolidated Group (IFRS Financials) (3) (2) Cash and
Cash Equivalents Net Loss Revenue (US$M) (US$M) (US$M) %of %of 0.0%
5.9% (22.2%) (17.9%) GMV GMV 4,945 216 +US$1,490M +US$215M 3,455
(652) +US$119M (771) 1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q4 2021
Q1 Note: 1. These are unaudited IFRS financials 2. Revenue consists
of commissions and fees for our offerings and to a lesser extent
from the sale of our enterprise solutions, net of driver-partner,
merchant-partner and consumer incentives 3. Cash and Cash
Equivalents includes cash on hand, time deposits and highly liquid
investments placed with banks or other financial institutions,
which are unrestricted as to withdrawal and use and which have
original maturities of three months or less, as well as marketable
securities, and restricted cash. This also includes Grab’s first
Term Loan B Facility of $2.0 billion closed in January 2021 122021
Q1 Results (1) Consolidated Group (IFRS Financials) (3) (2) Cash
and Cash Equivalents Net Loss Revenue (US$M) (US$M) (US$M) %of %of
0.0% 5.9% (22.2%) (17.9%) GMV GMV 4,945 216 +US$1,490M +US$215M
3,455 (652) +US$119M (771) 1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020
Q4 2021 Q1 Note: 1. These are unaudited IFRS financials 2. Revenue
consists of commissions and fees for our offerings and to a lesser
extent from the sale of our enterprise solutions, net of
driver-partner, merchant-partner and consumer incentives 3. Cash
and Cash Equivalents includes cash on hand, time deposits and
highly liquid investments placed with banks or other financial
institutions, which are unrestricted as to withdrawal and use and
which have original maturities of three months or less, as well as
marketable securities, and restricted cash. This also includes
Grab’s first Term Loan B Facility of $2.0 billion closed in January
2021 12
2021 Q1
Results Deliveries (3) (1) (2) Segment Adjusted EBITDA Gross
Merchandise Value Adjusted Net Sales (US$M) (US$M) (US$M) %of
(13.2%) (0.2%) GMV 1,702 293 +49% YoY +96% YoY (4) +US$147M 1,141
149 (151) 2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1.
Gross Merchandise Value (GMV) is defined as the total dollar value
of transactions from Grab’s services, including any applicable
taxes, tips, tolls and fees 2. Adjusted Net Sales is defined as the
total dollar value attributable to Grab less driver and
merchant-partner base incentives 3. Segment Adjusted EBITDA is
defined as the Adjusted EBITDA excluding regional corporate costs
4. These are non-IFRS measures. See the section on Non-IFRS
Reconciliations and Use of Historical Financial Information and
Non-IFRS Measures 142021 Q1 Results Deliveries (3) (1) (2) Segment
Adjusted EBITDA Gross Merchandise Value Adjusted Net Sales (US$M)
(US$M) (US$M) %of (13.2%) (0.2%) GMV 1,702 293 +49% YoY +96% YoY
(4) +US$147M 1,141 149 (151) 2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020
Q1 2021 Q1 Note: 1. Gross Merchandise Value (GMV) is defined as the
total dollar value of transactions from Grab’s services, including
any applicable taxes, tips, tolls and fees 2. Adjusted Net Sales is
defined as the total dollar value attributable to Grab less driver
and merchant-partner base incentives 3. Segment Adjusted EBITDA is
defined as the Adjusted EBITDA excluding regional corporate costs
4. These are non-IFRS measures. See the section on Non-IFRS
Reconciliations and Use of Historical Financial Information and
Non-IFRS Measures 14
Deliveries
GrabMart Demonstrating Strong Potential GrabMart GMV (ex Ads)
GrabMart Orders Continuing to scale GrabMart across 2021 Q1 vs 2020
Q1 our markets with strong take-up by 36x increase in GMV customers
and merchants GrabMart’s GMV demonstrated strong growth, growing
36x YoY & 1.2x QoQ Jan 20 Mar 21 15Deliveries GrabMart
Demonstrating Strong Potential GrabMart GMV (ex Ads) GrabMart
Orders Continuing to scale GrabMart across 2021 Q1 vs 2020 Q1 our
markets with strong take-up by 36x increase in GMV customers and
merchants GrabMart’s GMV demonstrated strong growth, growing 36x
YoY & 1.2x QoQ Jan 20 Mar 21 15
2021 Q1
Results Mobility (3) (1) (2) Segment Adjusted EBITDA Gross
Merchandise Value Adjusted Net Sales (US$M) (US$M) (US$M) %of 6.4%
14.3% GMV 1,266 115 808 167 +US$34M 195 (36%) YoY (14%) YoY 81 2020
Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1. Gross
Merchandise Value (GMV) is defined as the total dollar value of
transactions from Grab’s services, including any applicable taxes,
tips, tolls and fees 2. Adjusted Net Sales is defined as the total
dollar value attributable to Grab less driver and merchant-partner
base incentives 3. Segment Adjusted EBITDA is defined as the
Adjusted EBITDA excluding regional corporate costs 4. These are
non-IFRS measures. See the section on Non-IFRS Reconciliations and
Use of Historical Financial Information and Non-IFRS Measures
162021 Q1 Results Mobility (3) (1) (2) Segment Adjusted EBITDA
Gross Merchandise Value Adjusted Net Sales (US$M) (US$M) (US$M) %of
6.4% 14.3% GMV 1,266 115 808 167 +US$34M 195 (36%) YoY (14%) YoY 81
2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1. Gross
Merchandise Value (GMV) is defined as the total dollar value of
transactions from Grab’s services, including any applicable taxes,
tips, tolls and fees 2. Adjusted Net Sales is defined as the total
dollar value attributable to Grab less driver and merchant-partner
base incentives 3. Segment Adjusted EBITDA is defined as the
Adjusted EBITDA excluding regional corporate costs 4. These are
non-IFRS measures. See the section on Non-IFRS Reconciliations and
Use of Historical Financial Information and Non-IFRS Measures
16
2021 Q1
Results Financial Services Total Payments Volume (3) (1) (2)
Segment Adjusted EBITDA (Pre-InterCo) Adjusted Net Sales (US$M)
(US$M) (US$M) Off-Grab %of (5.1%) (2.9%) TPV On-Grab 2,727 23 +18%
YoY +31% YoY 2,308 251 1,220 1,592 17 (78) +US$39M 1,088 1,134
(117) 2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1.
Total Payments Volume (TPV) is defined as the value of payments,
net of payment reversals, successfully completed through the Grab
platform for the financial services segment. Pre-InterCo means this
segment data includes earnings and other amounts from transactions
between entities within the Grab group that are eliminated upon
consolidation. 2. Adjusted Net Sales is defined as the total dollar
value attributable to Grab less driver and merchant-partner base
incentives 3. Segment Adjusted EBITDA is defined as the Adjusted
EBITDA excluding regional corporate costs 4. These are non-IFRS
measures. See the section on Non-IFRS Reconciliations and Use of
Historical Financial Information and Non-IFRS Measures 172021 Q1
Results Financial Services Total Payments Volume (3) (1) (2)
Segment Adjusted EBITDA (Pre-InterCo) Adjusted Net Sales (US$M)
(US$M) (US$M) Off-Grab %of (5.1%) (2.9%) TPV On-Grab 2,727 23 +18%
YoY +31% YoY 2,308 251 1,220 1,592 17 (78) +US$39M 1,088 1,134
(117) 2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1.
Total Payments Volume (TPV) is defined as the value of payments,
net of payment reversals, successfully completed through the Grab
platform for the financial services segment. Pre-InterCo means this
segment data includes earnings and other amounts from transactions
between entities within the Grab group that are eliminated upon
consolidation. 2. Adjusted Net Sales is defined as the total dollar
value attributable to Grab less driver and merchant-partner base
incentives 3. Segment Adjusted EBITDA is defined as the Adjusted
EBITDA excluding regional corporate costs 4. These are non-IFRS
measures. See the section on Non-IFRS Reconciliations and Use of
Historical Financial Information and Non-IFRS Measures
17
Financial
Services Partnerships with Adyen and Stripe +15% increase +20%
increase in users using GrabPay to in online transactions after
complete a purchase after Zalora GrabPay made available as a
introduced PayLater by Grab payment method via Stripe in Malaysia
since October via Adyen on May 1, 2021 2020 18Financial Services
Partnerships with Adyen and Stripe +15% increase +20% increase in
users using GrabPay to in online transactions after complete a
purchase after Zalora GrabPay made available as a introduced
PayLater by Grab payment method via Stripe in Malaysia since
October via Adyen on May 1, 2021 2020 18
2021 Q1
Results Enterprise Services (3) (1) (2) Segment Adjusted EBITDA
Gross Merchandise Value Adjusted Net Sales (US$M) (US$M) (US$M) %of
26 (131.7%) 8.2% GMV +258% YoY 25 2 +388% YoY +US$12M 7 5 (10) 2020
Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1. Gross
Merchandise Value (GMV) is defined as the total dollar value of
transactions from Grab’s services, including any applicable taxes,
tips, tolls and fees 2. Adjusted Net Sales is defined as the total
dollar value attributable to Grab less driver and merchant-partner
base incentives 3. Segment Adjusted EBITDA is defined as the
Adjusted EBITDA excluding regional corporate costs 4. These are
non-IFRS measures. See the section on Non-IFRS Reconciliations and
Use of Historical Financial Information and Non-IFRS Measures
192021 Q1 Results Enterprise Services (3) (1) (2) Segment Adjusted
EBITDA Gross Merchandise Value Adjusted Net Sales (US$M) (US$M)
(US$M) %of 26 (131.7%) 8.2% GMV +258% YoY 25 2 +388% YoY +US$12M 7
5 (10) 2020 Q1 2021 Q1 2020 Q1 2021 Q1 2020 Q1 2021 Q1 Note: 1.
Gross Merchandise Value (GMV) is defined as the total dollar value
of transactions from Grab’s services, including any applicable
taxes, tips, tolls and fees 2. Adjusted Net Sales is defined as the
total dollar value attributable to Grab less driver and
merchant-partner base incentives 3. Segment Adjusted EBITDA is
defined as the Adjusted EBITDA excluding regional corporate costs
4. These are non-IFRS measures. See the section on Non-IFRS
Reconciliations and Use of Historical Financial Information and
Non-IFRS Measures 19
2021 Q1
Results Revenue by Segment (IFRS Financials) 216 +US$215M 10 8 1
145 Deliveries Mobility 123 Financial Services 53 Enterprise (99)
(21) (2) 2020 Q1 2021 Q1 132021 Q1 Results Revenue by Segment (IFRS
Financials) 216 +US$215M 10 8 1 145 Deliveries Mobility 123
Financial Services 53 Enterprise (99) (21) (2) 2020 Q1 2021 Q1
13
Update on
Public Listing Process 20Update on Public Listing Process
20
Update on
Public Listing Process Form F-4 Registration Document Filed with
the US Securities & Exchange Commission 1 ‘Adjusted Net
Revenues’ relabelled as ‘Adjusted Net Sales’ 2 Update on IFRS
Revenue presentation 3 21Update on Public Listing Process Form F-4
Registration Document Filed with the US Securities & Exchange
Commission 1 ‘Adjusted Net Revenues’ relabelled as ‘Adjusted Net
Sales’ 2 Update on IFRS Revenue presentation 3 21
Grab’s
IFRS Revenue Presentation Financials (For Illustration) Consumer
Incentives Deemed as a Contra- Revenue Item GMV Gross billing Less
driver / Adjusted net sales Less driver / Revenue Less Less other
costs Adjusted merchant (“ANS”) merchant (IFRS) consumer EBITDA
base incentives excess incentives incentives 22Grab’s IFRS Revenue
Presentation Financials (For Illustration) Consumer Incentives
Deemed as a Contra- Revenue Item GMV Gross billing Less driver /
Adjusted net sales Less driver / Revenue Less Less other costs
Adjusted merchant (“ANS”) merchant (IFRS) consumer EBITDA base
incentives excess incentives incentives 22
COVID-19
Update & Grab Initiatives 23COVID-19 Update & Grab
Initiatives 23
Covid-19
Update Sharp Spikes in New Cases Across The Region Malaysia (MY)
Thailand (TH) Vaccination rate: 42% Vaccination rate: 18% Movement
restrictions in place COVID-19 measures in place Singapore (SG)
Vietnam (VN) Vaccination rate: 73% Vaccination rate: 5% Returned to
Phase 2 (Heightened Alert) Movement restrictions in place Indonesia
(ID) Philippines (PH) Vaccination rate: 17% Vaccination rate: 11%
COVID-19 measures in place Community quarantine measures in place
Source: Vaccination rate includes both partially and fully
vaccination population, WID & WHO database as of July 31, 2021
24Covid-19 Update Sharp Spikes in New Cases Across The Region
Malaysia (MY) Thailand (TH) Vaccination rate: 42% Vaccination rate:
18% Movement restrictions in place COVID-19 measures in place
Singapore (SG) Vietnam (VN) Vaccination rate: 73% Vaccination rate:
5% Returned to Phase 2 (Heightened Alert) Movement restrictions in
place Indonesia (ID) Philippines (PH) Vaccination rate: 17%
Vaccination rate: 11% COVID-19 measures in place Community
quarantine measures in place Source: Vaccination rate includes both
partially and fully vaccination population, WID & WHO database
as of July 31, 2021 24
Covid-19
Update Recovery Progressing Steadily Consolidated Group GMV
Re-emergences Increase of new cases in (Indexed to 100% Month of
Apr-2020) in Thailand and Sharp increase of new Indonesia and
Malaysia cases in Philippines Vietnam 172% 168% 152% 152% 131% 100%
Apr-20 Jun-20 Aug-20 Oct-20 Dec-20 Feb-21 25Covid-19 Update
Recovery Progressing Steadily Consolidated Group GMV Re-emergences
Increase of new cases in (Indexed to 100% Month of Apr-2020) in
Thailand and Sharp increase of new Indonesia and Malaysia cases in
Philippines Vietnam 172% 168% 152% 152% 131% 100% Apr-20 Jun-20
Aug-20 Oct-20 Dec-20 Feb-21 25
(1)
Launched First ESG Report Committed to building a business with a
double bottom line …and protecting our environment Making a
positive socio-economic impact… Reduced waste of $7.1B ~600k $200M+
380M earned by our driver-and small businesses signed invested for
electric / hybrid sets of single-use plastic merchant-partners
through up to join Grab’s Deliveries vehicles for GrabRental since
Cutlery in 2020 (2) (3) (4) our platform in 2020 Platform in 2020
2016 Note: 1. We released our Environmental, Social and Governance
(ESG) Annual Report 2020 on June 22, 2021. Certain environmental,
social and governance highlights for 2020 (unless otherwise
indicated) are set forth above. 2. Driver-partner earnings is
defined as the fare, bonuses, tips and fees, net of commission.
Merchant-partner earnings is defined as the total order bill,
including taxes charged by the restaurant/merchant net of
commission, Grab advertising spend and promotion costs. 3.
Including wet market sellers and small food stalls. Small merchants
refer to businesses that are not part of a large chain or quick
service restaurants across our GrabFood and GrabMart offerings. 4.
Gross investment into electric vehicles and hybrids in Singapore
since 2016, excluding proceeds from the disposal of a small number
of vehicles. 26(1) Launched First ESG Report Committed to building
a business with a double bottom line …and protecting our
environment Making a positive socio-economic impact… Reduced waste
of $7.1B ~600k $200M+ 380M earned by our driver-and small
businesses signed invested for electric / hybrid sets of single-use
plastic merchant-partners through up to join Grab’s Deliveries
vehicles for GrabRental since Cutlery in 2020 (2) (3) (4) our
platform in 2020 Platform in 2020 2016 Note: 1. We released our
Environmental, Social and Governance (ESG) Annual Report 2020 on
June 22, 2021. Certain environmental, social and governance
highlights for 2020 (unless otherwise indicated) are set forth
above. 2. Driver-partner earnings is defined as the fare, bonuses,
tips and fees, net of commission. Merchant-partner earnings is
defined as the total order bill, including taxes charged by the
restaurant/merchant net of commission, Grab advertising spend and
promotion costs. 3. Including wet market sellers and small food
stalls. Small merchants refer to businesses that are not part of a
large chain or quick service restaurants across our GrabFood and
GrabMart offerings. 4. Gross investment into electric vehicles and
hybrids in Singapore since 2016, excluding proceeds from the
disposal of a small number of vehicles. 26
Covid-19
Support Economic Empowerment Providing an uplift to those in
vulnerable economic positions as a result of the pandemic Created
income opportunities for >370,000 people who signed up to become
our driver-partners in 2020 (1) 33% of GrabFood merchant-partners
went online for the first time with Grab Note: 1. Based on surveys
conducted on various dates during March 2021 by Cardas Research
& Consulting Group among 1,275 GrabFood merchant-partners in
Indonesia, the Philippines, Singapore, Thailand, Vietnam and
Malaysia. 27Covid-19 Support Economic Empowerment Providing an
uplift to those in vulnerable economic positions as a result of the
pandemic Created income opportunities for >370,000 people who
signed up to become our driver-partners in 2020 (1) 33% of GrabFood
merchant-partners went online for the first time with Grab Note: 1.
Based on surveys conducted on various dates during March 2021 by
Cardas Research & Consulting Group among 1,275 GrabFood
merchant-partners in Indonesia, the Philippines, Singapore,
Thailand, Vietnam and Malaysia. 27
Covid-19
Support Providing social support Launched initiatives to support
our partners, communities and governments Committed >US$40M to
partner relief efforts and launched >100 initiatives to mitigate
impact of the pandemic on our stakeholders in 2020 > 470,000
meals for our driver-partners have been purchased by consumers
through the “Meal For Your Driver” in-app feature 28Covid-19
Support Providing social support Launched initiatives to support
our partners, communities and governments Committed >US$40M to
partner relief efforts and launched >100 initiatives to mitigate
impact of the pandemic on our stakeholders in 2020 > 470,000
meals for our driver-partners have been purchased by consumers
through the “Meal For Your Driver” in-app feature 28
Covid-19
Support Grateful for the opportunity to work closely with
Governments Facilitate national vaccination efforts Supporting
local healthcare needs Help affected businesses go online (1)
Working with the Indonesian Ministry of Health and Good Doctor
Launched GrabCare, a dedicated offering to enable frontline
Partnered with the Ministry of Finance and various State to set up
drive-through vaccination centers in >54 cities in healthcare
workers to travel to and from hospitals in Singapore Governments to
distribute financial aid to drivers and delivery Indonesia and the
Philippines partners in Malaysia Partnering with Governments in
Singapore, Malaysia, and Partnership with Thailand’s public
hospitals and Red Cross to Partnered government agencies in
Singapore to help hawkers go Indonesia to provide timely
vaccination information through the provide GrabExpress services
for transportation of food and online with discounted onboarding
costs and reduced commissions Grab app medicine Note: 1. A joint
healthtech venture of Ping An Good Doctor and Grab.. 29Covid-19
Support Grateful for the opportunity to work closely with
Governments Facilitate national vaccination efforts Supporting
local healthcare needs Help affected businesses go online (1)
Working with the Indonesian Ministry of Health and Good Doctor
Launched GrabCare, a dedicated offering to enable frontline
Partnered with the Ministry of Finance and various State to set up
drive-through vaccination centers in >54 cities in healthcare
workers to travel to and from hospitals in Singapore Governments to
distribute financial aid to drivers and delivery Indonesia and the
Philippines partners in Malaysia Partnering with Governments in
Singapore, Malaysia, and Partnership with Thailand’s public
hospitals and Red Cross to Partnered government agencies in
Singapore to help hawkers go Indonesia to provide timely
vaccination information through the provide GrabExpress services
for transportation of food and online with discounted onboarding
costs and reduced commissions Grab app medicine Note: 1. A joint
healthtech venture of Ping An Good Doctor and Grab.. 29
Closing
Remarks 30Closing Remarks 30
Non-IFRS
Reconciliations 31Non-IFRS Reconciliations 31
P&L
Bridge to Adjusted EBITDA (1) 2020 financials (US$B) – PIPE 12.5
1.8 (0.2) 1.6 (0.4) (0.5) (1.5) 1.2 (0.8) GMV Gross billing Less
driver / Adjusted net sales Less driver / Revenue Less Less other
costs Adjusted merchant (“ANS”) merchant (IFRS) consumer EBITDA
base incentives excess incentives incentives (2) 2020 financials
(US$B) – Final 12.5 1.7 (0.2) 1.5 (0.4) (0.6) (1.4) 0.1 0.5 (0.8)
GMV Gross billing Less driver / Adjusted net sales Less driver /
Less Revenue Less other costs Add OVO Adjusted (Less OVO merchant
base (“ANS”) merchant excess consumer (IFRS) restatement EBITDA
restatement) incentives incentives incentives Note: 1. PIPE 2020
figures refers to figures from PIPE presentation filed with the
SEC, dated April 13, 2021 and does not incorporate PCAOB audit
adjustments 2. Final 2020 figures incorporate PCAOB audit
adjustments 32P&L Bridge to Adjusted EBITDA (1) 2020 financials
(US$B) – PIPE 12.5 1.8 (0.2) 1.6 (0.4) (0.5) (1.5) 1.2 (0.8) GMV
Gross billing Less driver / Adjusted net sales Less driver /
Revenue Less Less other costs Adjusted merchant (“ANS”) merchant
(IFRS) consumer EBITDA base incentives excess incentives incentives
(2) 2020 financials (US$B) – Final 12.5 1.7 (0.2) 1.5 (0.4) (0.6)
(1.4) 0.1 0.5 (0.8) GMV Gross billing Less driver / Adjusted net
sales Less driver / Less Revenue Less other costs Add OVO Adjusted
(Less OVO merchant base (“ANS”) merchant excess consumer (IFRS)
restatement EBITDA restatement) incentives incentives incentives
Note: 1. PIPE 2020 figures refers to figures from PIPE presentation
filed with the SEC, dated April 13, 2021 and does not incorporate
PCAOB audit adjustments 2. Final 2020 figures incorporate PCAOB
audit adjustments 32
GMV to
IFRS Revenue Reconciliations 2019A 2020A Q1 21 (1) $B PIPE Final
PIPE Final Final GMV 12.2 12.3 12.5 12.5 3.6 Growth 115% 115% 2% 2%
5% Gross billings 1.7 1.7 1.8 1.8 0.5 Less OVO restatement - (0.2)
- (0.1) - Gross billings (adjusted for OVO restatement) 1.7 1.5 1.8
1.7 0.5 Growth 173% 156% 9% 13% 20% Less driver / merchant base
incentives (0.6) (0.5) (0.2) (0.2) (0.0) Adjusted Net Sales ( ANS )
1.0 1.0 1.6 1.5 0.5 Growth 149% 137% 54% 55% 39% Less driver /
merchant excess incentives (0.6) (0.7) (0.4) (0.4) (0.1) Less
consumer incentives - (1.1) - (0.6) (0.2) Revenue 0.5 (0.8) 1.2 0.5
0.2 Growth 889% NM 163% NM NM Note: 1. Final 2019 and 2020 figures
incorporate PCAOB audit adjustments 2. Final Q1 2021 are based on
unaudited numbers 33GMV to IFRS Revenue Reconciliations 2019A 2020A
Q1 21 (1) $B PIPE Final PIPE Final Final GMV 12.2 12.3 12.5 12.5
3.6 Growth 115% 115% 2% 2% 5% Gross billings 1.7 1.7 1.8 1.8 0.5
Less OVO restatement - (0.2) - (0.1) - Gross billings (adjusted for
OVO restatement) 1.7 1.5 1.8 1.7 0.5 Growth 173% 156% 9% 13% 20%
Less driver / merchant base incentives (0.6) (0.5) (0.2) (0.2)
(0.0) Adjusted Net Sales ( ANS ) 1.0 1.0 1.6 1.5 0.5 Growth 149%
137% 54% 55% 39% Less driver / merchant excess incentives (0.6)
(0.7) (0.4) (0.4) (0.1) Less consumer incentives - (1.1) - (0.6)
(0.2) Revenue 0.5 (0.8) 1.2 0.5 0.2 Growth 889% NM 163% NM NM Note:
1. Final 2019 and 2020 figures incorporate PCAOB audit adjustments
2. Final Q1 2021 are based on unaudited numbers 33
Adjusted
EBITDA to IFRS Net Loss Reconciliation 2019A 2020A Q1 21 (1) (1) $B
PIPE Final PIPE Final Final Adjusted EBITDA (2.3) (2.2) (0.8) (0.8)
(0.1) Reconciling items: Other income / expense - (0.1) - (0.2) -
Interest expense from RCPS (1.1) (1.0) (1.4) (1.4) (0.4)
Depreciation / amortization (0.7) (0.6) (0.4) (0.4) (0.1) Net Loss
(4.0) (4.0) (2.7) (2.7) (0.7) Note: 1. Final 2019 and 2020 figures
incorporate PCAOB audit adjustments. 2. Final Q1 2021 are based on
unaudited numbers 34Adjusted EBITDA to IFRS Net Loss Reconciliation
2019A 2020A Q1 21 (1) (1) $B PIPE Final PIPE Final Final Adjusted
EBITDA (2.3) (2.2) (0.8) (0.8) (0.1) Reconciling items: Other
income / expense - (0.1) - (0.2) - Interest expense from RCPS (1.1)
(1.0) (1.4) (1.4) (0.4) Depreciation / amortization (0.7) (0.6)
(0.4) (0.4) (0.1) Net Loss (4.0) (4.0) (2.7) (2.7) (0.7) Note: 1.
Final 2019 and 2020 figures incorporate PCAOB audit adjustments. 2.
Final Q1 2021 are based on unaudited numbers 34
Forward-Looking Statements
This document includes “forward-looking statements” within the
meaning of the federal securities laws with respect to the proposed
transaction between Grab Holdings Inc. (“Grab”), Grab Holdings
Limited (“GHL”) and Altimeter Growth Corp. (“AGC”) and regarding
Grab’s future business expectations which involve risks and
uncertainties. All statements other than statements of historical
fact contained in this document, including, but not limited to,
statements as to future results of operations and financial
position, planned products and services, business strategy and
plans, objectives of management for future operations of Grab,
market size and growth opportunities, competitive position,
technological and market trends and the potential benefits and
expectations related to the terms and timing of the proposed
transactions, are forward-looking statements. Some of these
forward-looking statements can be identified by the use of
forward-looking words, including “anticipate,” “expect,”
“suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,”
“projects,” “should,” “could,” “would,” “may,” “will,” “forecast”
or other similar expressions. All forward-looking statements are
based upon estimates and forecasts and reflect the views,
assumptions, expectations, and opinions of AGC and Grab, which are
all subject to change due to various factors including, without
limitation, changes in general economic conditions as a result of
COVID-19. Any such
estimates, assumptions, expectations, forecasts, views or opinions,
whether or not identified in this document, should be regarded as
indicative, preliminary and for illustrative purposes only and
should not be relied upon as being necessarily indicative of future
results.
The forward-looking statements contained in this document are
subject to a number of factors, risks and uncertainties, some of
which are not currently known to Grab or AGC.You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of GHL’s
registration statement on Form F-4, the proxy
statement/ prospectus therein, AGC’s Quarterly Report on
Form 10-Q and
other documents filed by GHL or AGC from time to time with the U.S.
Securities and Exchange Commission (the “SEC”).
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
In addition, there may be additional risks that neither AGC nor
Grab presently know, or that AGC or Grab currently believe are
immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. Forward-looking
statements reflect AGC’s and Grab’s expectations, plans,
projections or forecasts of future events and view. If any of the
risks materialize or AGC’s or Grab’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements.
Forward-looking statements speak only as of the date they are made.
AGC and Grab anticipate that subsequent events and developments may
cause their assessments to change. However, while GHL, AGC and Grab
may elect to update these forward-looking statements at some point
in the future, GHL, AGC and Grab specifically disclaim any
obligation to do so, except as required by law. The inclusion of
any statement in this document does not constitute an admission by
Grab nor AGC or any other person that the events or circumstances
described in such statement are material. These forward-looking
statements should not be relied upon as representing AGC’s or
Grab’s assessments as of any date subsequent to the date of this
document. Accordingly, undue reliance should not be placed upon the
forward-looking statements. In addition, the analyses of Grab and
AGC contained herein are not, and do not purport to be, appraisals
of the securities, assets or business of Grab, AGC or any other
entity.
Non-IFRS Financial
Measures
This document may also include references to non-IFRS financial measures. Such
non-IFRS measures should be
considered only as supplemental to, and not as superior to,
financial measures prepared in accordance with IFRS, and such
non-IFRS measures may be
different from non-IFRS financial measures
used by other companies.
Important Information About the Proposed Transactions and Where
to Find It
This document relates to a proposed transaction between Grab and
AGC. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to sell, subscribe for,
buy or exchange any securities or solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction. The proposed transactions will be
submitted to shareholders of AGC for their consideration.
In connection with the business combination, GHL has filed a
registration statement on Form F-4 (the “Registration Statement”) with
the SEC that includes a preliminary proxy statement of AGC to be
distributed to AGC’s shareholders in connection with AGC’s
solicitation for proxies for the vote by AGC’s shareholders in
connection with the proposed transactions and other matters as
described in the Registration Statement, as well as the preliminary
prospectus of GHL relating to the offer of the securities to be
issued in connection with the completion of the proposed business
combination. AGC and GHL also will file other documents regarding
the proposed transaction with the SEC.
After the Registration Statement is declared effective, AGC will
mail a definitive proxy statement and other relevant documents to
its shareholders as of the record date established for voting on
the proposed transactions. This communication is not a substitute
for the Registration Statement, the definitive proxy
statement/prospectus or any other document that AGC will send to
its shareholders in connection with the business combination. AGC’s
shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus, in
connection with AGC’s solicitation of proxies for its extraordinary
general meeting of shareholders to be held to approve, among other
things, the proposed transactions, because these documents will
contain important information about AGC, GHL, Grab and the proposed
transactions. Shareholders and investors may also obtain a copy of
the preliminary or definitive proxy statement, once available, as
well as other documents filed with the SEC regarding the proposed
transactions and other documents filed with the SEC by AGC, without
charge, at the SEC’s website located at www.sec.gov or by directing
a written request to AGC’s proxy solicitor, Okapi Partners LLC, by
emailing info@okapipartners.com or mailing Okapi Partners LLC, 1212
Avenue of the Americas, 24th Floor, New York, NY
10036. The information contained on, or that may be accessed
through, the websites referenced in this document is not
incorporated by reference into, and is not a part of, this
document.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS
ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
AGC, GHL and Grab and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from AGC’s shareholders in connection with
the proposed transactions. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
AGC’s shareholders in connection with the proposed transactions and
a description of their direct and indirect interests in such
transactions is set forth in the proxy statement/prospectus
contained in the Registration Statement. You can find more
information about AGC’s directors and executive officers in AGC’s
final prospectus filed with the SEC on September 30, 2020.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests is included in the proxy statement/prospectus contained
in the Registration Statement. Shareholders, potential investors
and other interested persons should read the proxy
statement/prospectus contained in the Registration Statement
carefully before making any voting or investment decisions. You may
obtain free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to
sell, subscribe for or buy any securities or solicitation of any
vote in any jurisdiction pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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