CATALIST CAPITAL RAISING PLATFORM FOR GROWTH … · CATALIST – CAPITAL RAISING PLATFORM May 2015 FOR GROWTH COMPANIES . Contents Listing in Singapore PrimePartners Corporate Finance

PrimePartners Corporate Finance

CATALIST – CAPITAL RAISING PLATFORM

May 2015

FOR GROWTH COMPANIES

Listing in Singapore Contents


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



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



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










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



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



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



The Business Life Cycle

10

Sa

les

Time

Startup Growth Maturity Reinvention

Decline


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


Key Selection Criteria

11


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.)


General Transitional Issues From Private To Public

12


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









14


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


15

Admission


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)




16

Admission


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




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.



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.



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



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










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


Company Secretary

Private

Investigation Firm

Key Professionals

Support Team


23


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


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


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.


24


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


25


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


26


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.






Why List on Catalist



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



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



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



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


Notes:

1) Mainboard IPOs include REITs and unit trusts

2) Source: SGX-ST (as at 31 December 2014)


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



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



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



35

Listings in 2012 Catalist Listings in 2014 (continued)

35

Notes:




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


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







36

Listings in 2012 Catalist Listings in 2013

36

Notes:




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


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







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



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



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



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



Catalist as Capital-Raising Platform






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


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)


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


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)


Market Capitalisation

on 1 Feb 2013

S$104.4 million


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


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



Market Capitalisation

on 30 April 2015

S$ 338.9million