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PrimePartners Corporate Finance
CATALIST – CAPITAL RAISING PLATFORM
May 2015
FOR GROWTH COMPANIES
Listing in Singapore Contents
PrimePartners Corporate Finance
Sponsor’s Role and Perspectives
Listing Requirements
Listing and Due Diligence Process
Why List On Catalist
Appendix – Case Study
Listing in Singapore
Leading Boutique Financial Advisory Firm
3
Obtained Capital Market Services License from Monetary Authority of Singapore in 2003 and pioneer group of Full Sponsors approved by the Singapore Exchange in 2008
Providing financial advice and raising capital for small and medium sized enterprises (SMEs)
Lead by shareholders/management, independent of any banking, stockbroking or financial services group
Most active sponsor for Catalist market and completed more than 50 Mainboard and Catalist listings on the Singapore Exchange
Member of M&A International Inc. Founded in 1985, offers resources of over 600 professionals in 46 M&A advisory and investment banking firms in 40 countries
Regulated Activity
Business Focus
Independent
Market Leader
Global Network
PrimePartners Corporate Finance
Listing in Singapore
Market Leader On Catalist
Notes:
1. There are eleven approved full sponsors and six continuing sponsors.
2. Based on information as at 30 April 2015.
3. Six Catalist companies have since transferred to the Mainboard.
4. Market share percentages are rounded up to the nearest whole number.
New Listings Sponsored
(By Number)
Full Sponsor
No. of
Companies
Market
Share
PPCF 39 43%
Canaccord Genuity 21 23%
CIMB 15 17%
United Overseas Bank 7 8%
Hong Leong Finance 5 6%
DBS Bank Ltd 2 2%
SAC Capital 1 1%
Morgan Stanley -
OCBC Bank -
UOB Kay Hian -
90
Companies Sponsored
(By Number)
Continuing Sponsor
No. of
Companies
Market
Share
PPCF 51 33%
Canaccord Genuity 22 14%
RHT Capital 17 11%
CIMB 17 11%
Stamford Corporate Services 14 9%
SAC Capital 11 7%
United Overseas Bank 7 4%
Asian Corporate Advisors 6 4%
Hong Leong Finance 6 4%
Asiasons WFG Capital 2 1%
R&T Corporate Services 2 1%
DBS Bank Ltd 1 1%
156
4
PrimePartners Corporate Finance
Listing in Singapore
Services Offered
5
An Integrated One-Stop Service Provider
Initial public offerings
Reverse takeovers
Dual and secondary listings
Advising on listing obligations
Monitoring share trading activity
Reviewing announcements and
circulars
Takeovers and restructurings
Rights issues and placements
Fairness opinions
Acquisition and sale advisory
Management buy-outs
Privatizations
Convertible & preferred
equities
Mezzanine financing
Private round funding
Pre-listing funding
Primary offers
Secondary placements, convertibles
and warrants
Financial
Advisory
Public
Listings
Mergers &
Acquisitions
Capital
Solutions Equity Capital
Markets
Catalist
Sponsorship
PrimePartners Corporate Finance
Listing in Singapore Contents
PrimePartners Corporate Finance
Sponsor’s Role and Perspectives
Listing Requirements
Listing and Due Diligence Process
Why List On Catalist
Appendix – Case Study
Listing in Singapore
SINGAPORE EXCHANGE
Full Sponsor
Ensuring suitability of applicant to list on
Catalist
Initial public offering
Reverse takeover
Continuing Sponsor
Advising on listing obligations
Periodic financial reporting
Corporate governance and listing rules
compliance
Introducing Activities Continuing Activities
Full Sponsors can take on both Introducing and Continuing Activities
7
Sponsorship Structure
The role of a Sponsor on the Catalist market in Singapore is similar to the role of a nominated
adviser (Nomad) on the London AIM market in the UK
Sponsor’s Role and Perspectives
Listing in Singapore
8
Roles and Responsibilities of a Full Sponsor
Introducing
Activities
Assess suitability of
directors and key
management
Conduct thorough due
diligence (ABS
guidelines, background
checks, interviews and
declaration forms)
Advise on suitability of
professionals and
consultants involved
Thorough
understanding of
issuer’s business and
industry
Assess sufficiency of
systems, procedures,
controls and resources
to comply with listing
rules
Sponsor’s Role and Perspectives
Listing in Singapore
9
Roles and Responsibilities of a Continuing Sponsor
Continuing
Activities
Evaluate the suitability
of new directors and
key executive officers
Review and endorse all
announcements,
circulars and annual
reports prior to their
release
Whistleblowing –
highlight breaches and
issues of concern to
the SGX
Advise on Catalist
listing rules and
corporate governance
matters
Monitor share trading
activities and advise on
trading halts or
suspensions
Sponsor’s Role and Perspectives
Listing in Singapore
The Business Life Cycle
10
Sa
les
Time
Startup Growth Maturity Reinvention
Decline
Sponsor’s Role and Perspectives
Not
preferred
by
sponsor
“Sweet spot” for
pre-IPO fund-
raising and listing
Good candidate if
backed by strong
management and
equity story
Possible on M&A
or consolidation
play
Listing in Singapore
Key Selection Criteria
11
Sponsor’s Role and Perspectives
Founders/Owners & Management
Business Model & Equity Story
Country & Industry Specific Issues
• Background and reputation
• Credentials, experience and track record
• Conflicts of interest with business
• Stage of development
• Business model – operating and net margins
• Business plan – revenue and earnings growth prospects
• Country risks (eg. political stability, money laundering, restrictions on foreign ownership, legal frameworks)
• Mining and oil & gas exploration (additional listing requirements)
• Industry cycles (shipping, commodities, etc.)
Listing in Singapore
General Transitional Issues From Private To Public
12
Sponsor’s Role and Perspectives
Corporatization
Financial Reporting
Governance
Management Team
• Proper authorisation and approval limits
• Adequacy of internal control systems for check and balance
• Bringing in new independent directors or external advisors
• C-suite calibre team to take company regional/ international
• Interface externally with investors, regulators and media for subsequent fund-raising exercises
• Adequacy of financial reporting system (release financial results within 45 days of period end and within 60 days of year end)
• Experienced and competent CFO/FC with adequate support staff
• Consistent corporate policies (human resource, code of conduct, etc.)
• Documentation of titles, licences, intellectual property and tracing of shareholding interests
Listing in Singapore Contents
PrimePartners Corporate Finance
Sponsor’s Role and Perspectives
Listing Requirements
Listing and Due Diligence Process
Why List On Catalist
Appendix – Case Study
Listing in Singapore
14
Listing Requirements
Admission
Requirements Mainboard Catalist
Review of Listing
Documents
SGX & MAS Sponsor
Initial Listing
Requirements
Established track record
25% public float and 500 shareholders
Admission assessed by SGX
No track record required
15% public float and 200 shareholders
Admission assessed by Sponsor
Quantitative
Requirements
Minimum market capitalisation of S$150
million if profitable in the latest financial
year and have an operating track record
of at least 3 years; or
Minimum market capitalisation of S$300
million if only have operating revenue in
the latest financial year; or
Minimum consolidated pre-tax profit of
S$30 million for latest financial year and
have an operating track record of at
least 3 years
No minimum quantitative requirement.
Sponsors determine their own house
requirements.
Working Capital Confirmations from the Directors that the
Company has sufficient working capital
for its present purposes
Confirmations from the Directors and
Sponsor that the Company has sufficient
working capital for its present purposes and
for at least 12 months after listing
Issue Price Minimum issue price of S$0.50 Minimum issue price of S$0.20
Admission Requirements for Mainboard and Catalist
Listing in Singapore
15
Admission
Requirements Mainboard Catalist
IPO Approval
Process
Undertaken by SGX
Issuer must issue a Prospectus to be
lodged with MAS
Undertaken by Sponsor
Issuer must issue an Offer Document to be
lodged with SGX
Moratorium Promoters: (a) 100% for the first 6
months for issuers who satisfy the profit
test; (b) 100% for the first 6 months and
50% for the next 6 months for issuers
who do not satisfy the profit test
Pre-IPO investors: 100% of profit portion
for 6 months
Promoters: 100% for first 6 months, 50% for
the next 6 months
Pre-IPO investors: 100% of profit portion for
12 months
Vendor Sale Sale of vendor shares at IPO allowed Sale of vendor shares at IPO allowed but
promoters, in aggregate, must retain not
less than 50% shareholding in the issuer’s
post-invitation share capital
Board Composition 2 Singapore resident independent
directors
2 independent directors (minimum 1
Singapore resident)
Admission Requirements for Mainboard and Catalist
Listing Requirements
Listing in Singapore
16
Admission
Requirements Mainboard Catalist
Continuity of
Management
3 years operating track record, unless
listing based on market capitalisation of
not less than S$300 million.
No requirement
Accounting
Standard
Singapore, US or International Accounting Standards
Domicile At the discretion of the issuer
Trading & Reporting
Currency
At the discretion of the issuer
Business
Operations
No requirement for operations in Singapore
Admission Requirements for Mainboard and Catalist
Listing Requirements
Listing in Singapore
17
Other Admission Requirements
Character and
Integrity
Experienced
Management Team
CEO, CFO, COO (or equivalents) and senior management team should have
appropriate experience and expertise to manage the issuer’s business.
Track record, industry experience and ability to execute on the business plan.
Reporting Systems
and Internal
Controls
The issuer should have in place the financial reporting infrastructure for
quarterly/half-yearly financial reporting after it is listed.
Internal control environment and adequacy of the issuer’s Internal control
systems and approach to corporate governance.
Directors, key management and controlling shareholders must have the
character and integrity expected of a listed company.
Background and reputation of directors, key management and controlling
shareholders.
Listing Requirements
Listing in Singapore
18
Corporate Governance
The Board of
Directors
(“Board”)
Audit Committee
(“AC”)
The AC should review the scope and results of the audit, its cost effectiveness,
independence of external auditors and effectiveness of the Company’s internal controls.
AC should comprise of at least 3 directors, all non-executive, with the majority (including
the chairman) independent. At least 2 members should have accounting or financial
management expertise or experience.
Nominating
Committee
(“NC”)
The NC makes recommendations to Board on all board appointments.
NC should comprise of at least 3 directors, with the majority (including the chairman)
independent.
Remuneration
Committee
(“RC”)
The RC recommends to the Board a framework of remuneration for directors and key
executives, and determines specific remuneration packages for each executive director.
RC should comprise of at least 3 directors, with the majority (including the chairman)
independent.
Independent directors should make up at least one-third of the Board; or at least half of the
Board if the chairman and CEO are not independent of each other.
Board should comprise of directors who, as a group, provide core competencies such as
accounting or finance, business or management experience, industry knowledge, strategic
planning experience and customer-based experience or knowledge.
Listing Requirements
Listing in Singapore
19
Continuing Obligations for Mainboard and Catalist
Continuing Listing
Obligations
Mainboard Catalist
Continuing Listing
Requirements
No requirement to have a Sponsor
Must have a Sponsor at all times
Company will be delisted if there is no
Sponsor for 3 months
Limits for Share
Issue Mandate
Non pro-rata: 20% of share capital
Pro-rata: 50% of share capital
Non pro-rata: 50% of share capital
for ordinary resolution; 100% of share
capital for special resolution
Pro-rata: 100% of share capital
Shareholders’
approvals for
acquisitions and
disposals
Threshold for acquisition and disposal
at 20% of the relevant size tests
Threshold for acquisition or fundamental
change in business at 75% of the
relevant size tests
Threshold for disposal at 50% of the
relevant size tests
Listing Requirements
Listing in Singapore
20
Transfer From Catalist to Mainboard
Catalist Mainboard
Meets profit track record, shareholding
spread and other admission requirements
Listed on Catalist for at least 2 years
Obtain shareholders’ approval
If issuer intends to offer additional securities
on Mainboard, needs to lodge an Offer
Information Statement with SGX
If no additional offer of securities, a draft
shareholders’ circular is to be submitted to
SGX to approve transfer
Listing Requirements
Listing in Singapore Contents
PrimePartners Corporate Finance
Sponsor’s Role and Perspectives
Listing Requirements
Listing and Due Diligence Process
Why List On Catalist
Appendix – Case Study
Listing in Singapore
22
Professionals
Solicitors to
Company
Company
Share Registrar Printers Investor Relations
Issue Manager /
Sponsor
Underwriter /
Placement Agent Reporting
Accountant
Internal Auditor /
Risk Management
Solicitors to
Issue Manager /
Sponsor
Solicitors to
Underwriter /
Placement Agent
Listing and Due Diligence Process
Company Secretary
Private
Investigation Firm
Key Professionals
Support Team
Listing in Singapore
23
Listing and Due Diligence Process
Preparation for Listing*
Week 1 - 4 Week 5 - 9 Week 10 - 15 Week 16 - 20
Kick-off Meeting
Commence drafting
of:
Prospectus / Offer
Document
Board
Memorandum
Accountant’s
Report
Commence internal
audit review and legal
due diligence
Commence
background check on
promoter
Circulate first draft:
Prospectus / Offer
Document
Accountant’s Report
Board Memorandum
Finalise Internal Audit
Report
Site Visits
On-going legal due
diligence process
Complete background
check on promoter
Conduct interviews
with:
Executive Directors
Executive Officers
Conceptualise sales
strategy
Drafting meetings on
Prospectus / Offer
Document
Circulate revised drafts
Prospectus / Offer
Document
Provide comments on:
Prospectus / Offer
Document
Accountant’s Report
Board Memorandum
On-going legal due
diligence
Conduct interviews with:
Major customers
Major suppliers
Commence search for
anchors and
cornerstone investors
Finalise:
Prospectus / Offer
Document
Legal Due Diligence
Report
Accountant’s Report
Board Memorandum
Internal Control
Letter
Revisions to the
Articles of
Association
Directors’ and
Executive Officers’
Declarations
Verification meeting
Submission or Pre-
admission notification
to SGX
On-going search for
anchors and
cornerstone investors
* Preparation time for secondary listing is estimated to take approximately 12-15 weeks.
Listing in Singapore
24
Listing and Due Diligence Process
Regulatory Approval / Filing Process
Preparation
Legal and financial
due diligences,
preparing board
memorandum,
drafting of
prospectus or offer
document for
Mainboard or
Catalist Notification to SGX Lodgement with SGX:
Public Comments
Registration and
Launch
SGX and MAS Review Lodgement with MAS:
Public Comments
Registration and
Launch
Primary Listing on Mainboard: 11 – 14 weeks
Secondary Listing on Mainboard with a public offer: 9 – 12 weeks
Catalist: 5 – 6 weeks
Primary: 8 - 10 weeks
Secondary: 6 – 8 weeks 2 weeks 1 - 2 weeks
2 weeks 2 weeks 1 -2 weeks
Listing in Singapore
25
Listing and Due Diligence Process
Placement Process
4 weeks 8 - 12 weeks 2 - 3 weeks 1 – 2 weeks
Conceptualise Sales Strategy
Search for Anchors and Cornerstone
Investors
Road Show and Book Building
Registration and Launch of Public
Offer
PPCF ECM team
reviews the Company’s
macro environment,
industry characteristics
and its operations
Establish a preliminary
valuation matrix price
range (Identify key
selling points and an
angle to market the
Company
Work on mitigating
negatives
Identify potential key
anchor investors for the
eventual placement
Shortlist prospective
sub-placement agents
to meet with the
Company
Appoints IR firm to
commence media
profiling and positioning
Prepare presentation
slides and guide
executive officers for
media interview and
road show activities
Commence road shows;
1-to-1 meetings with
investors and larger
crowd presentations at
selected brokerages
Work with sub-
placement agents on
regulated tranche and
headcount
Prepare underwriting
and placement
documents
Establish an order book
detailing demand at
stipulated levels of
pricing
Sign underwriting and
placement agreements
prior to registration
Work with the Company
and sub-placement
agents to determine
final allocation
Distribute and collect
Prospectuses/ Offer
Documents, share
application forms and
payments
Press conference
Concurrent with Preparation Process Lodgement IPO Launch
Listing in Singapore
26
Listing and Due Diligence Process
A tripartite approach to fund raising
Fund raising is the final phase of the listing process and can never be
taken for granted.
PPCF will work closely with the Company and external sub-placement
agents on a strategic fund raising campaign.
Business associates
(including suppliers and
customers), staff and well
wishers
Company
Institutional investors
and high net worth
individuals
PPCF
Proprietary pool of
institutional and retail
investors
Sub-Placement
Agents
Placement Process: Many Hands Make Light Work
Company No greater testimony to the Company’s stature than to have its business associates endorsing
the IPO by purchasing its shares. Market views this positively.
PPCF PPCF will draw on its selected pool of anchor and strategic investors to reinforce order book.
Sub-Placement
Agents
PPCF works with all brokers and bankers in the market to reach out to a much larger and
diversified pool of retail investors. Examples include DMG and UOBKH.
Listing in Singapore Contents
PrimePartners Corporate Finance
Sponsor’s Role and Perspectives
Listing Requirements
Listing and Due Diligence Process
Why List on Catalist
Appendix – Case Study
Listing in Singapore
Mainboard
Total number of companies: 614
Total market capitalization: S$1,038.0 billion
28
Catalist
Total number of companies: 156
Total market capitalization: S$10.8 billion
Started late 2007. Revamp of SGX-SESDAQ
54.6%
45.4%
Singapore Companies- 54.6.0%
Overseas Companies -45.4%
Overview Of Mainboard and Catalist Listings
Overseas companies listed on Mainboard
(breakdown by market capitalisation)
69.3%
30.7%
Singapore Companies -69.3%
Overseas Companies -30.7%
Overseas companies listed on Catalist
(breakdown by market capitalisation)
Notes:
1. Includes both Primary and Secondary Listings.
2. Source: SGX Monthly Market Statistics April 2015
Why List On Catalist
Listing in Singapore
29
Listings in 2012
29
Top 20 Catalist Companies by Market Capitalisation(1)
Notes:
1) As at market close on 30 April 2015 (or where no information was available for such date, the last available closing price).
2) Source: Bloomberg
NAME INDUSTRY GROUP
MARKET CAP
(S$' mil) P/E (times)(1) P/B (times)(1)
1 TALKMED GROUP LTD Healthcare-Products 680.1 17.4 13.7
2 INTERNATIONAL HEALTHWAY CORP Healthcare-Services 481.1 12.6 NA
3 SINGHAIYI GROUP LTD Real Estate 415.1 13.7 1.0
4 POLARIS LTD Telecommunications 409.3 28.6 1.2
5 REX INTERNATIONAL HOLDING Oil&Gas 398.2 NA 1.6
6 HALCYON AGRI CORP LTD Chemicals 338.9 NA 3.0
7 DUTY FREE INTERNATIONAL LTD Retail 302.5 14.9 NA
8 CHARISMA ENERGY SERVICES LTD Electric 269.1 20.0 3.8
9 RESOURCES PRIMA GROUP LTD Transportation 254.8 NA NA
10 PTERIS GLOBAL LTD Machinery-Diversified 219.6 NA 1.3
11 WILTON RESOURCES CORP LTD Mining 218.1 NA 6.6
12 VALLIANZ HOLDINGS LTD Transportation 217.3 5.8 0.7
13 ISEC HEALTHCARE LTD Healthcare-Services 206.3 83.3 4.7
14 QT VASCULAR LTD Pharmaceuticals 180.6 NA 4.3
15 GCCP RESOURCES LTD Mining 180.2 NA NA
16 BLACKGOLD NATURAL RESOURCES Retail 173.5 NA 1.1
17 STARBURST HOLDINGS LTD Miscellaneous Manufactur 142.5 10.8 2.8
18 JASON HOLDINGS LTD Retail 136.1 315.0 NA
19 NEO GROUP LTD Food Service 135.4 21.2 6.6
20 HEALTHWAY MEDICAL CORP LTD Healthcare-Services 121.0 12.4 0.6
Why List On Catalist
Listing in Singapore
30 30
Higher Turnover Velocity
Since October 2011, liquidity on the Catalist board has improved and is consistently higher than on
the Mainboard
0%
50%
100%
150%
200%
250%
300%
350%
400%
450% Turnover Velocity
Mainboard
Catalist
Notes:
1. Source: SGX Market Statistics
Why List On Catalist
Listing in Singapore
31
Listings in 2012
31
More Companies Seeking To List On Catalist
30
13 14
15
12
6
12
8
12
18
0
5
10
15
20
25
30
35
2010 2011 2012 2013 2014
Number of IPOs
Mainboard Catalist
Why List On Catalist
Notes:
1) Mainboard IPOs include REITs and unit trusts
2) Source: SGX-ST (as at 31 December 2014)
Listing in Singapore
32
Listings in 2012
32
Increasing Participation from Institutional Investors
17.6% 22.1% 24.2%
30.2% 29.6%
7.9%
12.4% 13.0%
19.1% 19.5%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
2010 2011 2012 2013 2014
% of Institutional Shareholding - Catalist vs Mainboard
Mainboard Catalist
Why List On Catalist
Listing in Singapore
33
Higher Approval Limits and Faster Turnaround Time
Approval Limits Mainboard Catalist
General Mandate for
Shares Issuance
Pro-rata: Not more than 50% of total
shares
Non pro-rata: Not more than 20% of
total shares
Pro-rata: Not more than 100% of
total shares
Non pro-rata: Not more than 50%
(Up to 100% by special resolution)
Definition of Major
Transactions
If any of the relative figures as
computed on the bases set out in
Rule 1006 exceeds 20% (for both
acquisition and disposal)
If any of the relative figures as
computed on the bases set out in
Rule 1006, exceeds:
75% but less than 100% for
acquisition
50% for disposal
Circular Clearance
Circular is submitted to SGX for
review which will normally take four
weeks to complete from date of
submission
Circular is cleared by the sponsor
Why List On Catalist
Listing in Singapore
34
Listings in 2012 Catalist Listings in 2014
34
Notes:
1) Converted using exchange rates (source: www.customs.gov.sg) on listing dates.
2) Historic PE ratio based on placement price and historical net EPS for financial year.
3) Current prices as at 10 February 2015 (or where no information was available for such date, the last available closing price).
NAME
CURRENT
PRICE
(S$)
IPO
PRICE
(S$)
PRICE CHANGE
SINCE LISTING
(%)
FUNDS
RAISED
(S$'mil)
FUNDS
RAISED
(US$'mil)
MARKET CAP
AT LISTING
(S$'mil)
LISTING
PE* YR LIST DATE SECTOR
1 Huationg Global Limited 0.23 0.200 15.0 5.5 4.2 34.8 6.1 FY13 9-Dec-14 Civil engineering services & inland logistics support
2 mm2 Asia Ltd 0.20 0.250 -20.0 9.4 7.2 51.7 16 FY14 9-Dec-14 Producer of movies and TV/online content
3UG Healthcare Corporation
Limited0.28 0.215 27.9 6.2 4.8 41.4 7 FY14 8-Dec-14 Malaysia-based glove manufacturer
4 Zico Holdings Inc 0.46 0.300 53.3 14.4 11.2 120.2 17.3 FY13 11-Nov-14Professional service firms focused on the Asean region, providing advisory &
transactional services, mgt & support services & licensing services
5 MS Holdings Limited 0.33 0.250 32.0 6.8 5.3 36.7 6.4 FY14 7-Nov-14 Crane rental
6 Serrano Limited 0.21 0.230 -8.7 6.9 5.4 32.3 9.2 FY13 28-Oct-14 Interior fit-out solutions for property development & refurbishment projects
7 ISEC Healthcare Ltd 0.51 0.280 80.4 19.6 15.4 160.5 18.06 FY13 28-Oct-14 Medical eye care service provider
8 Versalink Holdings Limited 0.21 0.300 -31.7 11.1 8.8 29.7 5.8 FY14 24-Sep-14Malaysia-based manufacturer of mid to high-end system furniture, provision of
workspace planning & consulting services
9 Terratech Group Limited 0.09 0.230 -61.3 25.0 20.2 54.1 N.A. FY13 30-Jul-14Exploration, development, quarrying, extraction, removal & processing of marble from
the Kelantan Marble Quarry & commercial sale of marble & marble products
10 Alliance Mineral Assets Limited 0.21 0.230 -8.7 15.6 12.5 80.8 N.A. FY13 25-Jul-14 Developing & exploiting Tantalite Minerals Resource in Australia
Average Listing PE : 10.7 times
Median Listing PE: 8.1 times
Average Amount Raised: S$17.0 mil
Average Market Capitalistion at Listing: S$107.9 mil
Why List On Catalist
Listing in Singapore
35
Listings in 2012 Catalist Listings in 2014 (continued)
35
Notes:
1) Converted using exchange rates (source: www.customs.gov.sg) on listing dates.
2) Historic PE ratio based on placement price and historical net EPS for financial year.
3) Current prices as at 10 February 2015 (or where no information was available for such date, the last available closing price).
NAME
CURRENT
PRICE
(S$)
IPO
PRICE
(S$)
PRICE CHANGE
SINCE LISTING
(%)
FUNDS
RAISED
(S$'mil)
FUNDS
RAISED
(US$'mil)
MARKET CAP
AT LISTING
(S$'mil)
LISTING
PE* YR LIST DATE SECTOR
11Spackman Entertainment Group
Limited0.13 0.260 -50.0 18.1 14.5 96.9 26.5 FY13 22-Jul-14 Produce, present & invest in theatrical films & distribute films in Korea
12 Starburst Holdings Limited 0.59 0.310 90.3 15.5 12.4 148.8 7.11 FY13 10-Jul-14Singapore-based engineering group specialising in the design and engineering of
firearms-training facilities
13 IPS Securex Holdings Ltd 0.51 0.350 44.3 4.2 3.4 53.9 13 FY13 30-Jun-14 Providers of security products & integrated security solutions
14 SMJ International Holdings Ltd 0.13 0.280 -52.9 5.7 4.5 11.7 6.56 FY13 30-Jun-14 Sale & distribution of premier carpets
15 QT Vascular Ltd 0.33 0.280 17.9 55.0 43.9 200.9 N.A. FY12 29-Apr-14Design, assembly & distribution of advanced therapeutic solutions for minimally
invasive treatment of complex vascular diseases
16 TalkMed Group Ltd 0.94 0.200 367.5 21.0 16.5 630.9 3.45 FY12 30-Jan-14 Medical oncology services provider
17KimHeng Offshore & Marine
Holdings Ltd0.14 0.250 -45.2 43.5 34.3 96.6 8.1 FY12 22-Jan-14 Integrated offshore and marine value chain services provider
18 Eurosports Global Ltd 0.23 0.280 -17.9 22.4 17.7 61.0 9.38 FY13 17-Jan-14Distributor of ultra-luxury & luxury automobiles & provider of after-sales services;
Luxury watch distribution & retail business
Average Listing PE : 10.7 times
Median Listing PE: 8.1 times
Average Amount Raised: S$17.0 mil
Average Market Capitalistion at Listing: S$107.9 mil
Why List On Catalist
Listing in Singapore
36
Listings in 2012 Catalist Listings in 2013
36
Notes:
1) Converted using exchange rates (source: www.customs.gov.sg) on listing dates.
2) Historic PE ratio based on placement price and historical net EPS for financial year.
3) Current prices as at 10 February 2015 (or where no information was available for such date, the last available closing price).
NAME
CURRENT
PRICE
(S$)
IPO
PRICE
(S$)
PRICE CHANGE
SINCE LISTING
(%)
FUNDS
RAISED
(S$'mil)
FUNDS
RAISED
(US$'mil)
MARKET CAP
AT LISTING
(S$'mil)
LISTING
PE* YR LIST DATE SECTOR
1 Figtree Holdings Limited 0.13 0.220 -39 12.0 10.1 124.9 12.9 FY12 11-Nov-13Design & building of commercial & industrial facilities & engaged in property
development
2 AsiaPhos Limited 0.11 0.250 -56 30.5 25.9 154.4 147 FY12 7-Oct-13 Mineral Resources
3 XYEC Holdings Co Ltd 0.24 0.260 -8 6.5 5.5 18.8 11.0 FY13 18-Sep-13 Engineering & IT consultancy & services
4Moneymax Financial Services
Limited0.26 0.300 -13 16.1 13.8 129.1 15.5 F712 2-Aug-13 Pawnbroking services & retail & trading of pre-owned jewellery & watches
5 Rex International Holdings Ltd 0.37 0.500 -27 71.3 61.1 795.3 N.A. FY12 31-Jul-13 Oil & Gas Exploration
6Singapore Kitchen Equipment
Limited0.12 0.200 -40 4.6 4.0 21.9 6.63 FY12 22-Jul-13 Commercial & industrial kitchen solutions providers
7 ISOTeam Limited 0.58 0.220 164 7.1 6.1 37.6 6.5 FY12 12-Jul-13 Building maintenance & estate upgrading company
8 PS Group Holdings Ltd 0.19 0.250 -24 5.1 4.4 12.8 10.9 FY12 11-Jul-13 Supplier of quality fasteners
9International Healthway
Corporation Limited0.28 0.480 -43 50.1 42.6 561.7 14.0 FY12 8-Jul-13 Integrated medical services & facilities provider
10 GDS Global Limited 0.39 0.250 56 4.4 3.4 29.7 9.35 FY12 19-Apr-13 Commercial & Industrial door mfg in Singapore
11 Halcyon Agri Corporation Ltd 0.54 0.360 50 22.0 17.0 240.9 16.1 FY11 1-Feb-13 Natural rubber processing
12 Logistics Holdings Ltd 0.31 0.230 35 9.7 7.5 39.1 6.1 FY12 18-Jan-13Building construction works & supply & installation of furniture/interior fitting-out
works
Average Listing PE : 23.3 times
Median Listing PE: 11.0 times
Average Amount Raised: S$19.9 mil
Average Market Capitalistion at Listing: S$180.5 mil
Why List On Catalist
Listing in Singapore
Notes:
1. Based on closing prices as at 12 March 2015.
2. Kreuz Holdings Limited was delisted on 5 March 2014. As such, its current market capitalisation is based on its final closing price of S$.80 on 19 February 2014.
Catalist Companies that have Transferred to the Mainboard
37
COMPANY BUSINESS
DATE OF
LISTING
DATE OF
TRANSFER
MARKET CAP AT
DATE OF LISTING/
COMPLETION OF RTO
(S$’mil)
MARKET CAP
AT DATE OF
TRANSFER
(S$’mil)
CURRENT
MARKET CAP1
(S$’mil)
Mencast Holdings
Ltd
MRO solutions provider
for offshore, marine
and oil & gas sector
25 June 2008 14 December 2011 42.8 95.6 139.3
Hafary Holdings
Limited
Building material
supplier 12 July 2009 18 June 2013 32.5 94.4 90.1
Goodland Group
Limited Property developer 10 August 2009 25 June 2013 32.0 75.2 93.0
Swiscco Holdings
Limited
(Formally C20
Holdings Limited)
Provides marine
services to shipping
and offshore oil & gas
sector
24 June 2010 9 January 2013 175.8 122.2 295.4
Kreuz Holdings
Limited2
Integrated offshore
subsea services to the
oil & gas sector
29 July 2010 8 October 2013 167.3 403.8 445.62
Oxley Holdings
Limited Property developer 29 October 2010 21 February 2013 543.5 1,076.1 1,370.9
Zhongmin Baihui
Retail Group Ltd
Ownership, operation
and management of
department stores in
China
20 January 2011 3 September 2013 74.6 339.6 360.2
Why List On Catalist
Listing in Singapore
38
Company Type of Transaction (S$’m)
Rex International Fund Raising – Share Placements 149
Halcyon Agri Fund Raising – Share Placements 68
Fund Raising – S$300m Multicurrency Debt Programme 125
Acquisitions 544
Charisma Energy
Services
Fund Raising – Warrants and Perpetual Securities
Fund Raising – Establish a S$500m Multicurrency Debt Programme
80
International
Healthway Corporation
Acquisition 93
Fund Raising – S$500m Multicurrency Debt Programme 50
Communication
Design International
Fund Raising – Share Placement 38
Acquisitions 31
Post-Listing Capital Raising and Corporate Actions
Why List On Catalist
Listing in Singapore
39
Company Type of Transaction (S$’m)
CCM Group Limited Fund Raising – Rights Issue 41
SBI Offshore Fund Raising – Share Placement 23
JK Tech Holdings
Limited
Fund Raising – Grant of Options 29
Fund Raising – Share Placement 60
Tritech Group Limited Fund Raising – Convertible Loan 20
St. James RTO (Transferred to Mainboard) 1,560
Post-Listing Capital Raising and Corporate Actions
Why List On Catalist
Listing in Singapore
40
Contact Person
Mark Liew, Chief Operating Officer of PrimePartners Corporate Finance (PPCF)
has more than 15 years experience in the corporate finance industry. Mark is
responsible for overseeing the advisory and capital raising business at PPCF and
has advised listed and private companies on a wide range of transactions
including initial public offerings, reverse takeovers, mergers and acquisitions,
corporate restructuring and capital raising exercises. Mark was a member of the
working committees that reviewed The Association of Banks in Singapore IPO
Due Diligence Guidelines and the listing rules for the Singapore Exchange. Prior
to joining PPCF, he has held positions at various financial institutions including
Dexia BIL and UOB Asia. Mark graduated from the Nanyang Technological
University with a Bachelor in Accountancy.
PrimePartners Corporate Finance Pte. Ltd.
16 Collyer Quay, #10-00 Income At Raffles, Singapore 049318
DID: +65 6229-8052 Mobile: +65 8161 9559
Gen: +65 6229-8088 Fax: +65 6229-8089
Mark Liew
Chief Operating Officer
Listing in Singapore Contents
PrimePartners Corporate Finance
Catalist as Capital-Raising Platform
Listing Requirements
Listing and Due Diligence Process
Sponsor’s Role and Perspectives
Appendix – Case Study
Listing in Singapore
42
Listing of One of the Largest Exporters of Natural Rubber on Catalist
Case Study – Halcyon Agri Corporation Limited
Fund-Raising Amount
- Company
- Vendors
S$21.96 million
S$15.84 million
S$6.12 million
Market Capitalisation at
Listing:
S$104.4 million
Listing Date: 1 February 2013
Listing: Catalist, Singapore Exchange
Issue Manager: PrimePartners Corporate Finance Pte. Ltd.
Joint Placement Agents: PrimePartners Corporate Finance Pte. Ltd.
UOB Kay Hian Private Limited
Summary Transaction Terms
One of the largest exporters of Natural Rubber in South Sumatra, Indonesia.
Hakcyon Agri Corporation Ltd (“HACL”) and its subsidiaries (the “HACL Group”)
specialises in the processing of Natural Rubber and merchandising/,marketing of
processed Natural Rubber, which are used as essential inputs to the manufacture
of vehicle tyres. The HACL Group’s rubber processing facilities have been in
operation for 30 – 50 years and includes operations based in Singapore to provide
for efficient and profitable operation of rubber processing facilities.
Summary Financial Information
Audited Unaudited
(US$'mil) FY2011 FY2012 Q1 2013
Revenue 231.4 222.0 50.1
Profit before income tax 4.8 11.5 1.8
Profit for the year 4.4 10.1 1.5
Premium products with global consumer base. HACL has a global consumer
base and its processing facilities are approved by a substantial number of the
top 20 international tire manufacturers, such as Bridgestone and Cooper Tire.
Competitive advantage. the HACL Group is the leading producer in Indonesia’s
(second largest global producer) largest rubber exporting area. Location of the
HACL Group’s processing facilities provides ready access to vast hinterland of
rubber trees which raw materials are extracted.
Key Points
Listing in Singapore
43
Major Corporate Actions
February 2013 – Initial Public Offering
Initial public offering raised a total net proceeds of
approximately S$14.0 million
2013
May 2013 – Fund Raising
Raised S$20.7 million through a private placement of 40
million new shares
June 2013 – Acquisition
Acquisition of two rubber processing factories in
Malaysia for S$25.7 million (completed in Jan 2014)
Case Study – Halcyon Agri Corporation Limited
October 2013 – Acquisition
Acquisition of PT. Golden Energi, an Indonesian
company which owns a rubber processing factory, for
S$8.7 million (completed in February 2014)
November 2013 – Fund Raising
Raised S$28.8 million through a private placement of 40
million new shares
November 2013 – Acquisition
Acquisition of JFL Agro. and its subsidiaries, which own
a rubber plantation in Malaysia, for S$56.1 million
(completed in January 2014)
Listing of One of the Largest Exporters of Natural Rubber on Catalist
Market Capitalisation
on 1 Feb 2013
S$104.4 million
Listing in Singapore
44
Major Corporate Actions
2014
April 2014 – Fund Raising
Establishment of a S$300 million multi-currency debt
issuance programme with DBS Bank
June 2014 – Acquisition
Acquisition of Anson Company and its Indonesian
subsidiaries, part of the Lee Rubber group, which own
and operate nine rubber processing factories in
Indonesia for S$450 million (completed in August 2014)
August 2014 – Fund Raising
Raised S$18.5 million through a private placement of 25
million new shares
September 2014 – Acquisition
Proposed acquisition of New Continent Enterprises,
which is a dealer and distributor of natural rubber, for
S$38 million
Case Study – Halcyon Agri Corporation Limited
Listing of One of the Largest Exporters of Natural Rubber on Catalist
Market Capitalisation
on 30 April 2015
S$ 338.9million