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Prepared on: 15 December 2015


OFFER OF [] NEW SHARES (THE "INVITATION SHARES") WITH [] FREE DETACHABLE
WARRANTS (THE "WARRANTS") IN THE CAPITAL OF SECURA GROUP LIMITED (THE
"COMPANY")
Prior to making a decision to purchase the Invitation Shares and Warrants, you should carefully consider all the
information contained in the Offer Document. This Product Highlights Sheet should be read in conjunction with
the Offer Document. You will be subject to various risks and uncertainties, including the potential loss of your
entire principal amount invested. If you are in doubt as to investing in the Invitation Shares and Warrants, you
should consult your legal, financial, tax or other professional adviser.

Issuer

Secura Group Limited

Place of incorporation

Republic of Singapore

Details of this
offer

A total of [] Invitation
Shares to be offered
comprising [] Invitation
Shares to be issued pursuant to
the Placement and []
Invitation Shares to be issued
pursuant to the Public Offer
(subject to re-allocation), with
[] free detachable Warrants,
each Warrant carrying the
right to subscribe for one (1)
Converted Share at the
Exercise Price of S$[] for
each Converted Share, on the
basis of two (2) Warrants for
every one (1) Invitation Share
successfully subscribed.

Total amount to be
raised in this offer

Gross proceeds of approximately


S$[] million, with net proceeds
estimated to be approximately
S$[] million.

Issue Price

S$[] for each Invitation


Share

Listing status of
Issuer and the
Securities

Application has been made to the


SGX-ST for permission to deal in,
and for the listing and quotation
of all of our Shares that are
already issued, the Invitation
Shares, the Warrants, the
Converted Shares, the Option
Shares and the Award Shares on
Catalist.

Sponsor and Issue


Manager

United Overseas Bank


Limited

Underwriter and
Placement Agent

CIMB Securities (Singapore) Pte.


Ltd.

The Offer Document, registered by the SGX-ST, acting as agent on behalf of the Authority, on [], is available for
collection during office hours from United Overseas Bank Limited at 80 Raffles Place #03-03, UOB Plaza 1,
Singapore 048624 or CIMB Securities (Singapore) Pte. Ltd. at CIMB Investment Centre, 50 Raffles Place #01-01
Singapore Land Tower, Singapore 048623, or accessible at the SGX-ST's website at http://www.sgx.com.
2
Capitalised terms that are not defined in this document have the same meanings given to them in the Offer
Document.

PRODUCT HIGHLIGHTS SHEET

This Product Highlights Sheet is an important document.


It highlights the key information and risks relating to the offer of the Invitation Shares and Warrants
contained in the Offer Document. It complements the Offer Document 1.
You should not purchase the Invitation Shares and Warrants if you do not understand the nature of
an investment in shares and warrants, our business or are not comfortable with the accompanying
risks.
If you wish to purchase the Invitation Shares and Warrants, you will need to make an application in
the manner set out in the Offer Document. If you do not have a copy of the Offer Document, you may
obtain one at the locations detailed at the bottom of the page.

OVERVIEW
WHO ARE WE AND WHAT DO WE DO?
Our Company was incorporated on 14 August 2015 under the name of "Secura Group Pte. Ltd.".
On [], a merger between the Secura group of companies and the Soverus group of companies was
completed following the acquisition of 100.0% of the shares of Secura Singapore and Soverus
Holdco by our Company, resulting in our Company becoming the holding company of our Group.
On [], we were converted into a public limited company and our name was changed to Secura
Group Limited.
The structure of our Group as at the date of the Offer Document is as follows:

(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)

the provision of cyber security consultancy, products and professional services and the resale
of cyber security products of our partners ("Cyber Security");
the distribution of homeland security products in Singapore, Cambodia and Laos
("Homeland Security");
the provision of security systems integration services ("Security Systems Integration");
the printing of cheques, passbooks, parking coupons, stationery and others ("Security
Printing");
the provision of unarmed, manned security guarding services ("Security Guarding");
the provision of security consulting, risk assessment, tender management and project
management solutions ("Security Consultancy");
the provision of executive protection and events security services ("Executive Protection and
Events Security"); and
the provision of private investigation and professional surveillance services ("Private
Investigation").

Refer to
"Restructuring
Exercise" on
pages 72 to 74
and "General
Information
on our Group"
on pages 116
to 144 of the
Offer
Document for
more
information on
our
background
and business.

PRODUCT HIGHLIGHTS SHEET

We are a Singapore-based provider of security products, services and solutions. Our integrated
suite of security offerings includes:

Further
Information

3
WHO ARE OUR DIRECTORS AND KEY EXECUTIVES?
The members of our Board of Directors are:
(a)
(b)
(c)
(d)
(e)
(f)
(g)

Dr. Ho Tat Kin - Chairman and Independent Director


Mr. Paul Lim Choon Wui - Executive Director and CEO
Ms. Lim Siok Leng - Executive Director, CFO and General Manager (Security Printing)
(Covering)
Mr. Tan Wee Han - Non-Executive, Non-Independent Director
Mr. Lock Wai Han - Non-Executive, Non-Independent Director
Mr. Gary Ho Kuat Foong - Independent Director
Mr. Ong Pang Liang - Independent Director

(a)
(b)
(c)
(d)

Mr. Chew Oon Ping - General Manager (Security Consultancy and Services)
Mr. Goh Ching Hua Kelvin - General Manager (Security Guarding)
Ms. Ong Guat Ling - General Manager (Security Technology)
Ms. Pek Geok Ling - Head of Human Resources

WHO ARE OUR CONTROLLING SHAREHOLDERS?


Our controlling shareholder is Kestrel Investments Pte. Ltd., which is expected to hold []% of the
post-Invitation share capital of our Company. Mr. Lim Eng Hock owns all of the issued and paidup share capital of Kestrel Investments Pte. Ltd..

Refer to
"Management
and Corporate
Governance"
on pages 150
160 of the
Offer
Document for
more
information on
our Directors
and key
executives.

Further
Information
Refer to
"Shareholders
" on pages 62
64 of the
Offer
Document for
more
information on
our
Controlling
Shareholders.

PRODUCT HIGHLIGHTS SHEET

Our key executives are:

Further
Information

The most significant factors contributing to our financial performance in FY2014 and HY2015 are
as follows:
Our revenue increased from S$22.8 million in FY2013 to S$30.4 million in FY2014 due to
increased revenue contribution across all business segments. Revenue increased from S$14.3
million in HY2014 to S$16.2 million in HY2015 primarily due to increase revenue
contribution from Security Guarding, Cyber Security, Technology and Systems Integration as
well as Security Consultancy and Services business segments, partially offset by a decrease in
revenue from Security Printing.
For FY2014, revenue from Security Guarding increased primarily due to an increase in the
number of contracts awarded to us, as well as an increase in the average fee that we charge our
customers per man-month. We also managed to secure larger term contracts from customers
such as the CPF Board (secured in October 2013). The increase in revenue from Security
Printing was primarily due to a one-off export sale to a customer in Thailand, as well as the
additional revenue from the commencement of printing of betting slips in May 2014. The
increase in revenue from Cyber Security, Technology and Systems Integration was primarily
due to revenue contribution from sales of Morpho homeland security products after we
secured the non-exclusive distributorship in May 2014, as well as an increase in the number of
maintenance and servicing contracts secured. Security Consultancy and Services commenced
business in late FY2013 and generated S$0.6 million revenue in FY2014.
For HY2015, revenue from Security Guarding increased primarily due to an increase in the
number of contracts awarded to us, as well as an increase in the average fee that we charge our

PRODUCT HIGHLIGHTS SHEET

HOW WAS OUR HISTORICAL FINANCIAL PERFORMANCE AND WHAT IS OUR CURRENT
FINANCIAL POSITION?
Further
Key profit and loss information
Information
(S$'000)
FY2012
FY2013
FY2014
HY2014
HY2015
Revenue
18,944
22,764
30,410
14,277
16,152
Refer to
Profit before tax
2,435
2,507
8,264
6,916
1,948
"Summary of
Profit after tax
2,407
2,592
8,171(1)
6,583(1)
1,770
our Pro Forma
Pre-Invitation earnings
[0.7]
[0.7]
[2.3]
[1.8]
[0.5]
Financial
per share (cents)
Information"
Post-Invitation earnings
[]
[]
[]
[]
[]
on pages 79
per share (cents)
82,
"Management'
Note:
s Discussion
(1)
Included a one-off net gain on disposal of the property at 15 Fourth Lok Yang Road, Singapore 629711 (the "Lok
and Analysis
Yang Property") of S$5.0 million, which is non-recurring in nature.
of Results of
Operations
Key cash flows information
and Financial
(S$'000)
FY2012
FY2013
FY2014
HY2015
Condition" on
Net cash generated from
2,130
2,802
2,388
3,129
pages 83
operating activities
111 of the
Net cash (used in) / generated
(2,158)
(3,570)
4,108
93
Offer
from investing activities
Document for
Net cash used in financing
(290)
(2,310)
(5,105)
(4,994)
more
activities
information on
Net (decrease) / increase in
(318)
(3,078)
1,391
(1,772)
our financial
cash and cash equivalents
performance,
Cash and cash equivalents at
7,875
4,797
6,188
4,416
financial
end of year / period
condition and
cash flow.
Key balance sheet information
As of
As of
(S$'000)
31 December 2014
30 June 2015
Total assets
26,385
23,490
Total liabilities
16,490
11,728
Total liabilities and equity
26,385
23,490

The above factors are not the only factors contributing to our financial performance in
FY2012, FY2013, FY2014, HY2014 and HY2015. Please refer to the other factors set out in
pages 83 to 111 of the Offer Document.
INVESTMENT HIGHLIGHTS
WHAT ARE OUR BUSINESS STRATEGIES AND FUTURE PLANS?
Expand our security guarding business
We intend to increase the size of our team of security officers through recruitment or
acquisitions, joint ventures or strategic alliances, which will allow us to bid and secure more
contracts and expand our customer base and market share.
We also intend to upgrade and enhance our security officer resources management system to
support our planned business expansion and increase our operational efficiency. We intend to
invest in an integrated rostering, attendance and payroll system which will enable us to
efficiently manage our growing team of security officers.
Expand our cyber security, technology and systems integration business
We intend to build our core competencies in systems integration, such as technical knowledge
and experience in a wider range of cyber security products as well as project management
skills, so as to provide value-added services to our customers and improve the profit margin of
this business. We may build these core competencies through acquisitions, joint ventures or
strategic alliances. Potential targets or strategic partners would include established cybersecurity system integrators with a substantial customer base or a team of experienced and
qualified professionals. We may also recruit engineers with the requisite expertise and
experience as well as business development professionals with extensive networks and
contacts to augment our competitive strengths in this business.
We also intend to develop research and development capabilities in FY2016 for our cyber
security, technology and systems integration business, with a focus on developing customised

Further
Information
Refer to
"General
Information
on our Group
Business
Strategies and
Future Plans"
on pages 119
121 of the
Offer
Document for
more
information on
our strategies
and future
plans.

PRODUCT HIGHLIGHTS SHEET

customers per man-month. We also managed to secure larger term contracts from customers
such as the Marina Bay Sands and Singtel. The increase in revenue from Cyber Security,
Technology and Systems Integration was primarily due to revenue contribution from sales of
security products of several leading information technology security enterprises as well as
increase in sales of Morpho homeland security products. The increase in revenue from
Security Consultancy and Services was primarily due to an increase in the number of security
consultancy and events security contracts being secured. Revenue from Security Printing
decreased primarily due to a decline in sales volumes as a result of the general downward
trend in demand for security printing products such as bank cheques and parking coupons as
well as the winding down of our operations in Malaysia.
Profit after tax increased in FY2014 due to a one-off net gain of S$5.0 million from the
disposal of the Lok Yang Property which is non-recurring in nature. Profit after tax in HY2015
was lower compared to HY2014 due to the absence of the one-off net gain.
Net cash generated from operating activities was S$2.4 million in FY2014. Net cash generated
from operating activities before changes in working capital was approximately S$4.0 million.
Net cash used in working capital amounted to S$1.4 million and was primarily due to an
increase in trade and other receivables of S$1.4 million and an increase in inventories of S$0.3
million, partially offset by an increase in trade and other payables, a decrease in the amount
due from an associate and a decrease in pre-paid operating expenses of an aggregate of S$0.1
million and an increase in accrued operating expenses of S$0.2 million.
Net cash generated from operating activities was S$3.1 million in HY2015. Net cash from
operating activities before changes in working capital was approximately S$2.7 million. Net
cash generated from working capital was S$0.5 million, primarily due to a decrease in
inventories of S$0.2 million, a decrease in trade and other receivables of S$0.3 million, a
decrease in pre-paid expenses of S$0.1 million and an increase in accrued operating expenses
of S$0.2 million, partially offset by a decrease in trade and other payables of S$0.3 million.
Net assets increased from S$9.9 million as of 31 December 2014 to S$11.8 million as of 30
June 2015 primarily due to a decrease of S$4.9 million in dividend payable and a decrease of
S$0.3 million in trade and other payables, partially offset by a decrease of S$1.8 million in
cash and cash equivalents and a decrease of S$0.6 million in plant, property and equipment,
among others. Trade and other payables was higher as of 31 December 2014 compared to 30
June 2015 as a result of the timing of payment of the higher CPF contribution at year end due
to annual wage supplement payments.

WHAT ARE THE KEY TRENDS, UNCERTANTIES, DEMANDS, COMMITMENTS OR EVENTS


WHICH ARE REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON US?
Trend Information
Refer to
Barring unforeseen circumstances, we have observed the following trends for FY2015:
"General
for HY2015, our revenue increased by 13.1%, from S$14.3 million in HY2014 to S$16.2 Information
million in HY2015, due to increased revenue contribution from Security Guarding, Cyber on our Group
Security, Technology and Systems Integration as well as Security Consultancy and Services,
partially offset by a decrease in revenue from Security Printing. We expect Security Printing to Trends and
remain relatively stable and revenue growth for Cyber Security, Technology and Systems Prospects" on
Integration, Security Consultancy and Services as well as Security Guarding to continue the pages 140
143 of the
trend of HY2015;
cost of sales increased by 20.9%, from S$10.8 million in HY2014 to S$13.0 million in Offer
HY2015, mainly due to an increase in wages and employee benefits expenses as a result of an Document for
increase in the number of security officers under our employment. We expect manpower more
related expenses for FY2015 to increase from FY2014 as we continue to grow Security information on
Guarding; and
our business
other operating expenses are expected to increase due mainly to expenses incurred in
connection with the Invitation. In accordance with Singapore Financial Reporting Standards, and financial
only a portion of such expenses may be capitalised while the balance will be treated as prospects.
expenses.
Prospects
Barring any unforeseen circumstances and taking into consideration the reasons stated below, our
Directors believe that the underlying demand for our security products, services and solutions will
be positive in the foreseeable future:
Growth in the use of next generation technologies and rise in high profile cyber-attacks to
drive demand for cyber security solutions
As the world embraces the new era of IoT and with the advent of big data analytics, where
enormous amounts of accumulated or collated data are analysed to uncover patterns,
correlations and other useful information that can enable businesses to make better decisions,
we expect the cyber security industry in Singapore to grow.

PRODUCT HIGHLIGHTS SHEET

cyber security solutions and improving existing products, in order to better cater to the specific
needs of our customers. We may also enter into strategic partnerships and/or collaborations
with other institutions or organisations as part of our research and development efforts.
Enhance and upgrade our security printing equipment
We intend to grow our security printing business and garner a larger share of the market for
printing of value documents such as bank cheques by enhancing or upgrading our security
printing equipment with bar-code scanning systems and cheque printing finishing systems so
as to improve our service quality. We also intend to invest in another cheque finishing system
to cope with the expected increase in print volume.
Improve our corporate infrastructure
We intend to set up a new command centre for our remote surveillance and premises security
services business that will be equipped with remote patrol surveillance capabilities which
leverage on closed circuit cameras with video analytics technologies. This would be a costeffective solution for monitoring of critical installations or properties such as warehouses or
large facilities such as airports, with minimum dependency on manual labour.
We intend to set up a training centre to conduct courses for our security officers as well as to
provide training for security officers employed by other agencies. The training courses and
programmes will cover topics such as duties and responsibilities of a security officer, general
patrol tactics and techniques, health and safety as well as emergency response preparation.
Training courses and programmes for more experienced security officers may cover topics
such as improving observation, detection and reporting skills, improving coordination with
local authorities and improving skills in working with advanced security technology, including
surveillance and access control procedures.
To cater to our future growth and development, as well as to enhance communications across
various departments within our Group and to increase our operational efficiency, we intend to
acquire or lease a larger premise to accommodate our corporate functions such as finance,
human resources and administration, as well as our various business units which are currently
located in different offices in Singapore.
Overseas expansion
We intend to leverage on our established reputation and track record for overseas expansion,
as we believe that there is high demand for quality security products, services and solutions in
the Asian market.

PRODUCT HIGHLIGHTS SHEET

As businesses increasingly look to information and data analytics to differentiate themselves,


and as IoT gains traction, security and data privacy issues are expected to spark tremendous
growth for Singapore's cyber security market. We believe that a growing number of businesses
in Singapore are and will be increasing their investments in cyber security technologies and
services.
Further, with the abovementioned advent in the use of the internet, cloud and mobile
technologies, organisations are now increasingly susceptible to cyber-attacks. Cyber terrorists
have targeted large organisations to steal confidential or personal data and/or to introduce
malicious software which threaten the business operations of companies. More alarmingly,
cyber-attacks have been directed at governmental bodies, which could cripple the security of
an entire nation. It is against this backdrop of cyber terrorism that both governments and
companies have ramped up their budgets on cyber defence to deter the repeat of such cyberattacks.
Demand for homeland security products as well as services to increase, driven by the threat
of terrorism, piracy, trafficking and other security threats
Unrest in the Middle East and recent tensions in the South China Sea have caused concerns for
governments around the world. Threat levels from recent terrorist actions have also remained
relatively unchanged. Concerns over such threats have driven many governments to increase
their defence budgets and improve their security infrastructures in order to ensure the security
and safety of their citizens.
In order to address threats of, among others, cross border terrorism, piracy, drug trade and
arms trafficking, there is an increasing need for effective identification and security checks, as
well as access control to critical infrastructure. Governments invest in products and services
addressing such needs so as to be prepared for facing the abovementioned threats, presenting a
strong front for deterrence, and a robust defence in case of an attack. Homeland security
expenditure in Singapore is likewise expected to grow.
Continued demand for security printing services as a critical defence against counterfeiting
and alterations
Counterfeiting continues to be a widespread problem, one that affects governments, private
organisations or individuals all around the world. Whether perpetuated by criminal
organisations or amateurs, counterfeits that can either be documents, currencies or products
continue to be prevalent globally. It is in light of this age-old phenomenon that,
notwithstanding rapid technological advancements in documentation and digitisation, security
printing retains its relevance and continues to play a crucial part in detecting and preventing
counterfeits and forgeries. In particular, our Directors believe that there will be continued
demand for printing of products such as educational certificates as well as value documents
such as postage stamps and cash-equivalent vouchers.
Demand for security guarding as well as executive protection and events security services to
be driven by increase in new businesses in and inflow of foreign delegates into Singapore
Increase in corporate profit levels has provided businesses with a higher budget to allocate to
spending on security services to protect corporate information. This demand is further driven
by the steady increase in new businesses being incorporated in Singapore, leading to an
expansion in the potential pool of clientele for security services.
Further, Singapore is a popular destination for international meetings and conferences as well
as sports events. This steady flow of high profile meetings and conferences thus presents good
growth potential for security agencies in Singapore, as there will be a demand for security
services by persons of importance.
Government support for the security guarding industry
Historically, Singaporeans have shunned the security services industry due to its long hours
and relatively low pay, resulting in limited manpower for the industry. However, with the
enforcement of the Progressive Wage Model to be incorporated into the licensing regime for
security agencies, security officers will see an increase in basic starting monthly wages by
2016 and increased training requirements to ensure that security officers are equipped with the
skills to carry out their job functions. We believe that this will enhance professionalism and
standards in the security industry as well as attract more people to join the industry.
The above are not the only trends, uncertainties, demands, commitments or events that could
affect us. Please refer to the other factors set out in "Risk Factors" on pages 35 to 51,
"General Information on our Group Trends and Prospects" on pages 140 to 143 and
"Management's Discussion and Analysis of Results of Operations and Financial Condition"
on pages 83 to 111 of the Offer Document.

Our security guarding contracts can be terminated without cause. Most of our security
guarding contracts give our customers the right to terminate our contracts after a notice period of
between one and three months. Contracts with other customers also frequently permit the customer
to terminate our security guarding services for any reason, with limited notice to us. In FY2014,
four out of 56 contracts were terminated prior to completion. We cannot assure you that this will
not recur in the future and result in a loss of a portion of our order book. Our security guarding
business contributed 25.1%, 39.8%, 50.5% and 56.6% of our pro forma revenue in FY2012,
FY2013, FY2014 and HY2015 respectively. In the event that there is an increase in the number of
customers terminating our contracts and we are unable to secure new contracts to offset the loss of
these contracts, our business, financial condition and results of operations may be materially and
adversely affected.
We face the risk of shortage of manpower. Our security guarding business is labour intensive.
There is an acute shortage of security officers in the industry due to difficulties in recruiting and
retaining these employees as the job entails long and irregular working hours. In addition, security
officers are required to be suitably qualified and licensed before they are able to be deployed. Other
factors such as minimum levels of training and/or increasing levels of regulation may also limit our
ability to recruit new security officers and replace security officers who leave our Group, which in
turn limits our ability to expand our business. This shortage of manpower is often exacerbated
when major events are held in Singapore.
While we have undertaken several initiatives to improve the working conditions of and benefits
given to our security officers (such as providing our security officers with progressive wages,
awarding bursaries to the children of our security officers, as well as other employee benefits) so as
to motivate and retain them, we cannot assure you that such measures will be effective. In the event
we are unable to retain or are unable to recruit security officers to cover the operational
requirements of our contracts, we may be required to pay liquidated damages to our customers for
failing to meet their requirements, which may have a material and adverse effect on our business,
reputation, financial condition and results of operations.
New technology may result in lower demand for printed cheques and other printed products.
The main customers of our security printing business are financial institutions for which we
provide cheque book and stationery printing services, as well as statutory boards for which we
provide parking coupon printing services. The continued success of our security printing business
depends on our customers continuing to use paper-based value documents for their business
operations. We are unable to assure you, however, that paper-based value documents will not be
replaced by newer, paperless technology. Demand for paper-based security printing products has
been declining in the past few years due to the increasing use of electronic banking and electronic
payment for parking. If we are unable to find new and innovative ways to keep our products and

PRODUCT HIGHLIGHTS SHEET

WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED OR COULD MATERIALLY
AFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?
Further
KEY RISKS
Information
The following are the five important key risks which may materially affect our business operations,
financial performance and position, and your investment in the Invitation Shares and Warrants.
Refer to "Risk
Factors" on
Our business comprises both recurring and project-based contracts and we may be unable to pages 35 51
renew existing contracts or secure new contracts. For FY2014, approximately 75.0% of our of the Offer
total revenue was derived from recurring contracts, while the rest was from project-based contracts. Document for
We operate in a competitive market where it is difficult to predict when or if we will be awarded more
contracts. Our ability to renew existing contracts when they expire or secure new contracts depends information on
on a combination of factors including pricing, customer requirements and reputation in the market. risk factors.
We cannot assure you that we will be able to secure new contracts (or new contracts of a similar
value or profit margins to existing ones) on a regular basis or renew existing contracts on similar or
better terms when they expire. If we are unable to secure new contracts, renew existing contracts or
if there is any lapse of time between our contracts due to the fact that we are unable to secure new
contracts on a regular basis, our results of operations, profitability and financial condition may be
adversely affected.

9
services relevant, our business, financial condition, results of operations and prospects will be
materially and adversely affected.

In order to grow our business, we may, depending on available opportunities, feasibility and
market conditions, also explore joint ventures, strategic alliances, acquisitions or investment
opportunities that are complementary to our business. Overseas expansion involves numerous
risks, including, but not limited to, the financial costs of investing in or setting up overseas
operations and working capital requirements. We are unable to assure you that such overseas
operations will achieve a sufficient level of revenue which will be profitable and if we fail to
manage such costs, our results of operations and financial condition may be adversely affected.
Strategic alliances, acquisitions or investments similarly involves numerous risks, including, but
not limited to, difficulties in the assimilation of the management, operations, services, products,
technologies, systems and personnel, the possible diversion of our management's attention from
existing business operations, unforeseen liabilities and loss of capital or other investments
deployed in such joint ventures, strategic alliances, acquisitions or opportunities. The successful
implementation of our growth strategies depends on, among others, our ability to identify suitable
partners, the successful integration of their operations with ours and obtaining the necessary
financing. We are unable to assure you that we will be able to execute such growth strategies
successfully and as such, the performance of any strategic alliances, acquisitions or investments
could fall short of expectations.
If there are disagreements between us and our joint venture partners regarding the business and
operations of the joint ventures, we cannot assure you that we will be able to resolve them in a
manner that will be in our best interests. In addition, such joint venture partners may (i) have
economic or business interests or goals that are inconsistent with ours; (ii) take actions contrary to
our instructions, requests, policies or objectives; (iii) be unable or unwilling to fulfil their
obligations; (iv) have financial difficulties; or (v) have disputes with us as to the scope of their
responsibilities and obligations. Any of these and other factors may materially and adversely affect
the performance of our joint ventures, which may in turn materially and adversely affect our
financial condition and financial performance.

PRODUCT HIGHLIGHTS SHEET

We may face uncertainties associated with the merger and integration of our businesses and
operations as well as new businesses which we may acquire. We may face difficulties
integrating our businesses and operations in Singapore. Future acquisitions could also divert our
management's attention from other business concerns and may expose our business to unforeseen
liabilities or risks associated with entering new markets. We might also lose key employees while
integrating with new organisations. We may not be able to coordinate and consolidate our
corporate and administrative functions, including the integration of internal controls. In the event
that we are unable to effectively or successfully manage and integrate our business operations, we
may not be able to realise the expected synergies, cost savings and growth of our Group. As a
result, our business, financial condition and results of operations may be materially and adversely
affected.

10
WHAT ARE THE RIGHTS ATTACHED TO THE SECURITIES OFFERED?
As of the date of the Offer Document, the issued and paid-up share capital of our Company was Further
S$[11,762,100] comprising [360,000,000] Shares.
Information
We have only one class of shares, namely, ordinary shares. The Invitation Shares and the
Converted Shares will have the same interest and voting rights as our other existing Shares that
were issued prior to the Invitation and there will be no restrictions on the transferability of our
Shares.

The Warrants will be issued in registered form and will be constituted by the Deed Poll. Subject to
the terms and conditions of the Warrants set out in the Deed Poll, each Warrant shall entitle the
Warrantholder, at any time during the Exercise Period to subscribe for one Converted Share at the
Exercise Price on the relevant Exercise Date.

HOW WILL THE PROCEEDS OF THE OFFER BE USED?


Use of Proceeds
The gross proceeds from the Invitation, assuming that none of the Warrants are exercised, will be
approximately S$[] million. The net proceeds to be raised by our Company from the Invitation
(after deducting the aggregate estimated expenses in relation to the Invitation of approximately
S$[] million) is estimated to be approximately S$[] million which will be utilised as follows:

approximately S$[] million to expand our security guarding business;

approximately S$[] million to expand our cyber security, technology and systems integration
business;

approximately S$[] million to enhance and upgrade security printing equipment;

approximately S$[] million for corporate infrastructure improvements; and

approximately S$[] million for general working capital purposes.

Further
Information
Refer to "Use
of Proceeds
and Listing
Expenses" on
pages 52 to 53
of the Offer
Document for
more
information on
our use of
proceeds.

In the event that all of the Warrants are exercised at the Exercise Price during the Exercise Period, we
will receive additional gross proceeds of approximately S$[] million. We intend to utilise the
proceeds received from the exercise of the Warrants for merger and acquisition and investment
opportunities as and when they arise.
WILL WE BE PAYING DIVIDENDS AFTER THE OFFER?
Past Dividends
Our Company was incorporated on 14 August 2015 and has not declared or paid any dividends
since incorporation. Our subsidiary, Secura Singapore, has paid dividends of approximately S$1.0
million, S$3.0 million, S$4.9 million and S$4.9 million for FY2012, FY2013, FY2014 and

Further
Information
Refer to

PRODUCT HIGHLIGHTS SHEET

The Warrants will be detached from the Invitation Shares on allotment and issue and will trade
separately on Catalist, under the book-entry (scripless) settlement system upon the listing of and
quotation for the Warrants on Catalist. Each board lot of Warrants will consist of 100 Warrants or
such other number as may be notified by us, the Sponsor and Issue Manager and/or the
Underwriter and Placement Agent. Shareholders who hold odd lots of Warrants (that is, lots other
than board lots of 100 Warrants) and who wish to trade in odd lots on the SGX-ST are able to trade
odd lots of Warrants in board lots of one Warrant on the SGX-ST Unit Share Market.

Refer to "The
Invitation, the
Warrants and
the Converted
Shares The
Warrants and
the Converted
Shares" on
pages 28 to 32
and
"Appendix E
Summary of
Selected
Articles of
Association of
our Company"
on pages E-1
to E-3 of the
Offer
Document for
more
information on
the securities
offered in the
Invitation.

11
HY2015 respectively. Secura Singapore also declared a dividend of approximately S$4.9 million in
October 2015, which will be paid prior to the listing of our Shares on Catalist.
Dividend Policy
We do not have a fixed dividend policy. The form, frequency and amount of future dividends on
our Shares will depend on our earnings, general business and financial condition, results of
operations, capital requirements, cash flow, plans for expansion and other factors which our
Directors may deem appropriate. In addition, our Company is a holding company and depends
upon the receipt of dividends and other distributions from our subsidiaries to pay the dividends on
our Shares.
The amount of dividends declared and paid by us should not be taken as an indication of the
dividends payable in the future.

CEO
CFO
Converted Shares

Cyber Security, Technology


and Systems Integration
Deed Poll

Directors
Executive Directors
Exercise Date

Exercise Period

Exercise Price

FY
Group
HY
Independent Directors
Invitation
Invitation Shares

DEFINITIONS
The awards which may be granted pursuant to the Share Plan
The Shares which may be issued pursuant to the vesting of the Awards under the
Share Plan
The chief executive officer of our Company
The chief financial officer of our Company
Up to [] new Shares to be issued, credited as fully paid, upon the exercise of
the Warrants in accordance with the Deed Poll, including where the context
admits, such new Shares arising from the exercise of any further Warrants which
may be issued pursuant to the terms and conditions of the Warrants as set out in
the Deed Poll
Comprises Cyber Security, Homeland Security and Security Systems Integration
The deed poll dated [] executed by us for the purpose of constituting the
Warrants (as the same may be amended or supplemented from time to time) and
containing, among others, provisions for the protection of the rights and interests
of the Warrantholders
The directors of our Company as of the date of the Offer Document
The executive directors of our Company as of the date of the Offer Document
In relation to the exercise of a Warrant, the Business Day on which the
applicable conditions referred to in the terms and conditions of the Warrants set
out in the Deed Poll are fulfilled, or (if fulfilled on different days) on which the
last of such conditions is fulfilled, provided that if any such day falls during a
period when the Register of Members of the Company is closed, then the
"Exercise Date" shall be earlier of the next Business Day on which the Register
of Members of the Company is open and the Expiration Date
The period during which the Warrants may be exercised commencing on and
including the date of issue of the Warrants and expiring at 5.00 p.m. on the date
immediately preceding the third anniversary of the date of issue of the Warrants,
unless such date is a date on which the Register of Members is closed or is not a
Market Day, in which event, the Exercise Period shall end on the immediate
preceding Market Day which the Register of Members and/or the Register of
Warrantholders remains open, as the case may be, but excluding such period(s)
during which the Register of Warrantholders may be closed pursuant to the
terms and conditions of the Warrants as set out in the Deed Poll
The sum payable in respect of each new share to which a Warrantholder will be
entitled to subscribe upon the exercise of a Warrant, being [], subject to certain
adjustments in accordance with the terms and conditions of the Warrants to be
set out in the Deed Poll
Financial year ended, or as the case may be, ending 31 December
Our Company and our subsidiaries pursuant to the Restructuring Exercise
Six-month financial period ended or, as the case may be, ending 30 June
The independent directors of our Company
The Placement and the Public Offer
The [] new Shares which are the subject of the Invitation

PRODUCT HIGHLIGHTS SHEET

Awards
Award Shares

"Dividend
Policy" on
page 57 of the
Offer
Document for
more
information on
our dividend
policy.

12
IoT

Issue Price
Market Day
Non-Executive Directors
Non-Independent Directors
Offer Document
Option(s)
Option Shares

Public Offer

Register of Members
Register or Warrantholders
Restructuring Exercise
Secura group of companies
Security Consultancy and
Services
SGX-ST
Share Option Scheme
Share Plan
Shares
Soverus group of companies
Warrant Agent

Warrantholders

Warrants

CONTACT INFORMATION
WHO CAN YOU CONTACT IF YOU HAVE ENQUIRIES RELATING TO OUR OFFER?
Registered Office and Business Address: 8 Pioneer Road North, Singapore 628460
Telephone / Facsimile Number: (65) 6834 9500 / (65) 6895 9214
Internet Address: http://www.securagroup.com.sg

PRODUCT HIGHLIGHTS SHEET

Placement

Internet-of-Things, which is an environment in which objects, animals or people


are provided with unique identifiers and the ability to transfer data over a
network without requiring human-to-human interaction or human-to-computer
interaction
S$[] for each Invitation Share
A day on which the SGX-ST is open for trading in securities
The non-executive directors of our Company (including Independent Directors)
The non-independent directors of our Company
The offer document issued by our Company dated []
The share options which may be granted pursuant to the Share Option Scheme
The new Shares which may be issued upon the exercise of the Options pursuant
to the Share Option Scheme
The placement by the Underwriter and Placement Agent of [] Invitation Shares
on behalf of our Company for subscription at the Issue Price, subject to and on
the terms and conditions of the Offer Document
The invitation by our Company to the public in Singapore for subscription of
[] Invitation Shares at the Issue Price, subject to and on the terms and
conditions of the Offer Document
The register of members of our Company
The register of Warrantholders to be maintained by the Warrant Agent pursuant
to the terms and conditions of the Warrants as set out in the Deed Poll
The corporate restructuring exercise undertaken in connection with the Invitation
Secura Singapore Pte. Ltd. and its subsidiaries
Comprises Security Consultancy, Executive Protection and Events Security and
Private Investigation
Singapore Exchange Securities Trading Limited
The Secura Employee Share Option Scheme approved by our Shareholders and
implemented on []
The Secura Performance Share Plan approved by our Shareholders and
implemented on []
Ordinary shares in the capital of our Company
Soverus Group Pte. Ltd. and its subsidiaries
Boardroom Corporate & Advisory Services Pte. Ltd., or such other person as
may be appointed as such from time to time by our Company pursuant to the
Warrant Agency Agreement
Registered holders of the Warrants except that where the registered holder is
CDP, the term "Warrantholders" shall mean the Depositors whose Securities
Accounts with CDP are credited with the Warrants
[] free detachable warrants in registered form to be issued by us pursuant to the
Invitation and, where the context so admits, such additional detachable warrants
as may be required or permitted to be issued by us pursuant to the
terms and conditions of the Deed Poll (any such additional warrants to rank pari
passu with the warrants issued pursuant to the Invitation and for all purposes to
form part of the same series), each such warrant entitling its holder to subscribe
for one Converted Share at the Exercise Price during the Exercise Period,
subject to the terms and conditions of the Warrants as set out in the Deed Poll