Listing On SGX

Draft for discussion - Strictly Private and Confidential
Listing on Singapore Exchange (SGX)
December 2010
PricewaterhouseCoopers Corporate Finance Pte Ltd

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Agenda
1. Introduction
2. IPO process and key issues
3. RTO process and key issues
4. Why PwCCF
Introduction Private & Confidential
Listing on SGX could be achieved via three options:

1. Initial public offering (“IPO”) – normally for companies seeking to raise equity funds from
the capital markets to fund future growth and enhance market profile
2. Reverse takeover (“RTO”) – normally for companies seeking a listing to:

 enhance its public profile in a difficult stock market environment; or
 obtain a listing and expand its core business at the same time; or
 acquire new core business for the listed entity has lost its existing core business
3. By way of an Introduction – normally to facilitate corporate restructuring of listed entities

on the SGX and is normally where equity fund raising is not the primary objective.
The appropriateness of each option is largely driven by the rationale for the
listing, regulatory issues and other considerations such as listing costs and
timing. Details of the IPO and RTO process is covered in the ensuing slides...
Page 4
PricewaterhouseCoopers Corporate Finance September 2008
Agenda
1. Introduction
4. Why PwCCF
IPO process and key issues Draft for discussion - Private & Confidential
Basic financial listing requirements for SGX MainBoard –

current and proposed
Mainboard listing aspirants to satisfy one of the following criteria
Current criteria Proposed criteria (in consultation)

Pre-tax profits Market cap Pre-tax profits Market cap
Criteria 1 S$7.5m cumulative Nil Profitable in latest S$150 million based
over 3 years; and not financial year (excl. on issue price and
less than S$1m in each non-recurring items post-invitation issued
of those 3 years etc.) share capital
Operating track record
of 3 years
Criteria 2 S$10m in 1 or 2 years Nil Operating revenue At least S$300 million
(either actual or pro based on issue price*
forma) in the latest and post-invitation
financial year of issued share capital
>S$300m
Criteria 3 Nil S$80m based on NA NA
issue price
* Issue price to be raised to S$0.50 from S$0.20
PricewaterhouseCoopers Corporate Finance Pte Ltd Page 6

Other listing criteria on SGX MainBoard
• Mkt. cap < S$300m : 25% public float

Shareholding
• Mkt. cap > S$300m : 12% - 20% public float
Spread
(to be held by 500 shareholders at least)
• Offer size < S$75m : at least 40% of invitation shares or S$15m (whichever is
lower) distributed to investors each allotted not > 0.8% of invitation shares or
Distribution S$300k worth of shares (whichever is lower)
• Offer size > S$75m but < S$120m : at least 20% distributed to investors each
allotted not > 0.4%
• Offer size > S$120m : no distribution requirement
Financial
• Positive cash flow from operating activities
Position

IPO process and key issues Strictly Private & Confidential – Not for circulation
Key Roles of Different Professionals in the Listing Process

- Prepares the Company for listing and manages the entire listing
process up to trading day.
Lead manager
- Liaises with SGX on all matters arising from the application for
listing.
Underwriters
and placement - Underwrite the IPO and place the shares, if required.
Key agents
- Prepare the accountants’ report.
Professionals
Reporting - Review the profit and cash flow forecasts.
accountants - Report on internal control and accounting system.
The Issuer
(provides - Review litigation matters and verify all legal documents pertaining
necessary to the Issuer.
Solicitors
information) - Prepare underwriting and placement agreements.
- Draw up directors’ service contracts.
- Organises press conferences and publicity events.

Public relations
consultant - Handles corporate communication matters related to the IPO.
Other - Processes share applications and allotments.

Registrar
Professionals - Refunds excess application monies.
Company - Maintains statutory records as well as share registers.
secretary - Prepares documentation for new company structure.
Page 8
PricewaterhouseCoopers Corporate Finance Pte Ltd January 2009
Indicative Timeline for Listing

The timeframe for the entire listing process varies for different companies. On the average, the whole
process should take not more than nine months:
Appointment of professional parties Submission to the Singapore

Exchange
Completion of due diligence
Approval from Singapore Exchange
Finalisation of Accountant’s Report
Week 22 - 30
Verification Meetings
Drafting of Prospectus
Week 0 – 22
Submission of Listing
Completion of IPO (ie. road Application to MAS
shows, printing etc.)
Approval from MAS
Listing on SGX
Week 30 - 34
Week 34 - 36

Good attributes of an IPO candidate

Strong financial track record 
Cashflow positive with healthy balance sheet 
Sustainable and scalable growth with healthy margins 
Strong market share and not dependent on any single


customer or supplier
Market leading products with new products launched 

frequently
Recognizable/established brand name 
Strong ROI/ROE 
Proven, established management team and continuity 
Good Corporate Governance culture 

IPO process and key issues Strictly Private & Confidential – Not for circulation
Issues for consideration

 Optimal group structure to maximise value of company - an effective
group structure should minimizes profit dilution, taking into consideration tax, legal and
accounting implications, thus optimizing market valuation
 Use of proceeds - generally the preference is for growth capital

 Robust and well conceived business plan – demonstrates quality of the
management team
 Costs of listing vis-à-vis benefits derived

 Costs involved in maintaining listed status - generally lower than those in
mature markets such as those in USA and Western Europe
 Post-IPO obligations
 Compliance costs
 Reporting requirements
 Transparency and responsibility Page 11

January 2009
Agenda
1. Introduction
4. Why PwCCF
RTO process and key issues Draft for discussion - Private & Confidential
Why RTO?
Benefits to the Target Benefits to listed company’s shareholders
• Ownership of a listed company • Revived market interest and thus the

enhanced share price in listed company via
 Increased liquidity of their shares
the attraction of an acquisition of a quality
 Ability to tap the capital markets for funds and business and strong management team
leverage on its new listed status
• Existing shareholders will be part owners of
• Better bargaining power to secure a good value the enlarged entity (Listed Co + Target)
for the assets to be transferred to the listed entity although their shareholding will be diluted
as oppose to negotiating with the underwriters in
• Strong growth potential via organic growth or
an IPO
through acquisitions of other players in the
• Greater certainty of listing as there is only a need region or complimentary businesses
for a smaller compliance share placement*;
compared to an IPO where the entire public float
is subject to fickle market sentiment during the
offer period
• More flexible timing
* Share placement may be required to ensure sufficient public float is

met and/or also to raise new funds. Placements to the public would
need to meet the shareholding distribution rules as applicable to IPO

The RTO Process

The timeframe for a listing varies for different companies. In normal market conditions, the whole
process may take about 6 – 9 months. The specific timeframe in this case would depend on actively
managing the SGX query resolution process which may range from 6 weeks to 12 weeks.
Appointment Presentation of Agree-in- Pre-clearance from

Appointment
of RTO proposal/ principle on SGX on Target and
of
Financial structure to deal structure from SIC on
Legal Adviser
Adviser Listed Shell’s - Term sheet whitewash resolution,
Board if any
Drafting &
Report from Preparation of Financial & Appointment of
execution
independent Circular and Legal DD of other
of conditional
financial verification Target and professional
S&P
adviser meetings Listed Shell parties
Agreement(s)
Listed Shell
Receive
holds EGM to Share
Submission Approval-In-
obtain placement, if Completion
to SGX Principle from
Shareholders’ applicable of RTO
SGX and SIC
approval

Professional Parties in a RTO
Target Listed Entity
• Financial Adviser • Issue manager
• Underwriters/Placement Agents * • Independent Financial Adviser (IFA)
• Legal Adviser
• Due Diligence team
• Auditor / Reporting Accountants
• Legal Advisers
• Private investigator to review the
• Tax Advisers (if needed) integrity of the Target and its
shareholders and key management
• Public relations consultants
• Due Diligence team, including a review
of the Target’s internal control systems
* Share placement may be required to ensure sufficient

public float is met and/or also to raise new funds.
Placements to the public would need to meet the
shareholding distribution rules as applicable to IPO

Roles of key professional parties to be engaged by Target

Financial • Lead negotiations on structure and valuation with Listed Shell and its advisers
adviser • Review legal documentation and SGX circulars/announcements on Target
• Co-ordinate with Listed Shell and its advisers on all matters arising from application to SGX/SIC
• Review litigation matters and verify legal documents relating to Listed Shell including shareholder’s
Solicitors circular and whitewash waiver application to SIC
Target • Obtain SIC clearance and other regulatory matters
Tax advisers • Develop an optimal tax efficient structure for Target’s sale of business
Underwriter/ • Placement of shares to meet public float and shareholding spread (if required)
placement agent
• Organizes press conferences and publicity events
Public relations
consultant • Handles corporate communication matters related to the RTO
• Liaise with SGX to address queries relating to RTO application

Issue manager • Co-ordinate with all professional parties acting for Listed Shell and project manage the RTO process
Independent • Opinion to independent directors on valuation and structure for the benefit of minority shareholders
Listed financial adviser
Shell Legal adviser
• Review SPA, prepare and lodge circular, additional listing application
• Organise verification meetings and represent Listed Shell in all relevant meetings with SGX/SIC
Reporting • Prepares the accountants’ report

accountants • Reviews the board memorandum (i.e. profit projections) of Target
Private
• Independent investigation of Target track record and management’s history
investigator
• Financial due diligence and review of the internal control and accounting system
Due Diligence
Key issues envisaged in the RTO process
 Develop and design the right RTO structure should optimise valuation and facilitate a smooth
application process
• Quality of Target’s business and management team from both the regulators’ and the market’s
perspectives
 potential conflict of interests with related companies (similar shareholders) outside the listing group
• Valuation
 Valuation of Target and/or its businesses to be injected
 Valuation of listed company
• Corporate restructuring of Target, if required (More to avoid potential conflict of interests and to exclude
certain non-core businesses)
 Timing and costs

• There is little difference in the SGX’s review process for both RTO and IPO (Mainboard listing criteria
are being revised, further detailed in next slide)
• Contingent on the listed company’s shareholders approval at the EGM

Agenda
1. Introduction
4. Why PwCCF
Why PwCCF Draft for discussion - Private & Confidential
PwC is a global professional service firm…

PricewaterhouseCoopers (www.pwc.com) provides industry-focused assurance, tax and advisory services to build public trust
and enhance value for its clients and their stakeholders. More than 155,000 people in 153 countries across our network share
their thinking, experience and solutions to develop fresh perspectives and practical advice
Services Global coverage Industries
North America Europe Consumer & Industrial

advisory
Products and Services
Assurance Financial Services
Technology, Media &

Tax
Latin America Africa Asia Pacific Telecommunications
PricewaterhouseCoopers Corporate Finance Page 19

… with a Global Corporate Finance Network
We provide a full range of M&A and financial advisory services, from acquisitions through to raising finance, across all industry
sectors. We advise corporates, private equity houses and management teams and have a proven track record in mid-market
transactions. Our international Corporate Finance practice has over 800 experienced professionals.
Services Global coverage Sector specialisms
M&A Strategy North America Europe Consumer & Industrial

50 Professionals Products
500 Professionals
Disposal Advice
Acquisition Advice
Financial Services
Deal Origination 800 M&A Professionals Globally
Public to Privates
Technology, Media &
Telecommunications
Buy-Outs and Buy-Ins
Initial Public Offers

Latin America Africa Asia / Pacific
30 Professionals Private Equity
Debt advisory 100 Professionals 120 Professionals
PricewaterhouseCoopers Corporate Finance Page 20

The PwCCF Corporate Finance Advantage

 PricewaterhouseCoopers Corporate Finance Pte Ltd (“PwCCF”) is a separately licensed entity
with the Monetary Authority of Singapore
 Our advantages
• Significant cross border transaction experience – team members with significant experience of cross
border transactions with US, European and Asian companies
• Multi-skilled team with deep capital market experience to provide a comprehensive range of financial
advisory services
• Requisite Capital Market Experience and Contacts
• Capital markets team with the requisite experience in IPOs and other corporate finance matters
• Extensive experience in dealing with the SGX
• Integrated services
• Access to the Global PwC Corporate Finance network
 Proven track record as lead financial adviser over the full range of corporate finance activities
• Mergers and acquisitions and Divestments
• IPOs and private equity placements
• Reverse Takeovers
• Independent Financial advisory for companies listed on the Singapore Stock Exchange
• Financial advisory on capital restructuring and privatisations
Why PwCCF Strictly Private & Confidential – Not for circulation
How PwCF can help – Capital Market
Pre-Listing IPO
Post-Listing
Stage Application
Stage
Process
Corporate Finance Services
• Achieve optimum growth • Lead manage IPO • Monitor the achievement of objectives
strategy and efficient highlighted in the prospectus
• Recommend a strategy for making a more
corporate and financial attractive IPO • Advise on future growth and direction
structure
• Oversee drafting of the Prospectus • Advise on further fund-raising strategy,
• Assess financial standing and including private placements and
providing financial, corporate, • Preparing relevant listing documents
rights issues
tax, regulatory and equity • Coordinate the work of other professional
restructuring advice • Acquisitions and investments
parties involved
• Assist in pre-IPO private fund- • • Reverse takeovers
Submit listing application to the Singapore
raising/introduce strategic Exchange on behalf of the Company • Lead advisory or Independent
investors where appropriate Financial Advisor (“IFA”) services
• Liaising with SGX and MAS for IPOs
• Identify potential disclosure sponsored by PwCCF • Advise on any ongoing regulatory
issues compliance matters
• Plan and co-ordinate logistics involved in
• Prepare listing and the IPO (liaise with public relations, Page 22
capitalisation plan printers etc. ) January 2009
IPO News
Page 23
Selected RTO Experience

• PwCCF acted as the financial adviser to Westech Electronics Limted for its
acquisition of Plexus Components Pte Ltd (“Plexus”) with shares whereby
Westech Electronics the shareholders of Plexus ended up as the majority shareholders of
Limited Westech with over 80%
• PwCCF advised on and led the negotiation, structuring and completion
processes in the transaction.
Listingof Plexus • The role included:
Components on the • Advising on the debt restructuring plan with the bank creditors to
Mainboard of SGX-ST via
facilitate Westech as a shell company
a reverse takeover
• Advised on the disposal/closing down the de-functional divisions
• Advising on possible deal structures, key terms and conditions, tactics
Financial Adviser
PwC and approach to negotiations
Corporate Finance Services • Advising and assisting on the negotiation process with Plexus
• Working with Novo’s legal advisers in reviewing and negotiating
• Westech and Plexus are both in transaction terms and conditions
the business of distribution of • Assisting along with tax advisers on the optimal listing corporate
passive components in the structure
electronics industry, including • Liaising and co-ordinating with other advisers for submission of
electrolyte capacitors, multi-layer shareholders' circular to SGX-ST for approval
chip capacitors, and chip
• Project managing transaction from deal conceptualisation to
resistors
completion
Page 24

• PwCCF acted as the financial adviser to Novo Group Ltd. (“Novo”) in its
acquisition of NeoCorp International Ltd (“NeoCorp”) and its subsequent
listing on the Mainboard of SGX-ST on 28 April 2008 on completion of the
compliance share placement.
• PwCCF originated the transaction on a proprietary basis and advised on and
led the negotiation, structuring and completion processes in the transaction.
Listing of Novo Group • The role included:
Ltd. on the Mainboard of
SGX-ST via a reverse • Advising on the options available to seeking a listing on SGX-ST
takeover • Identifying and evaluating potential Reverse Take Over (RTO) targets
for Novo
Financial Adviser • Shortlisting RTO targets and presenting their merits and demerits to
PwC the Board
Corporate Finance Services • Advising on possible deal structures, key terms and conditions, tactics
and approach to negotiations
• Novo Group Ltd is a global steel • Advising and assisting on the negotiation process with the selected
supply chain management RTO target
company that provides support
• Working with Novo’s legal advisers in reviewing and negotiating
services throughout the value-
transaction terms and conditions
chain – from demand aggregation
and disaggregation to logistics • Assisting along with tax advisers on the optimal listing corporate
and trade financing (both for structure
suppliers and customers). • Liaising and co-ordinating with other advisers for submission of
• Transaction value S$140 million shareholders' circular to SGX-ST for approval
• Working with placement agent on the compliance placement exercise
• Project managing transaction from deal conceptualisation to
completion

• Tektronix’s takeover of Poh Lian was a unique transaction in Singapore
Tektronix Industries
Limited • PwCCF acted as financial adviser to Tektronix and project managed the
transaction through the various stages. Our services included
Takeover of Poh Lian Holdings
Limited via an injection of two • Value assessment of the companies to be injected into Poh Lian
Indonesian forestry companies, PT
Menara Hutan Buana and PT
• Negotiations with Poh Lian and their advisers
Marga Buana Bumi Mulia • Advise on restructuring to optimise taxation by the use of offshore
entities
• Co-ordinating financial and tax due diligence on the target
Financial Adviser
PwC • PwCCF was able to provide valuable assistance in interaction with the SIC
Corporate Finance Services and SGX , including obtaining various approvals and waivers
• Tektronix is controlled by a • PwC was able to convince the SIC to provide a “whitewash” waiver in
majority of shareholders in this transaction to help Tektronix avoid making a general offer to the
Sweden's unlisted CellMark shareholders of Poh Lian (triggered by the Singapore Takeover Code),
Holding AB, one of the world's subject to the fulfilment of certain conditions and approval by
largest marketers of forest shareholders
products.
• The company completed a • PwC also obtained SGX approval to avoid onerous guidelines that
reverse takeover of SGX-listed required a large percentage of shares to be held by non-substantial
Poh Lian Holdings by injection of shareholders
Indonesian forest assets • Tektronix was thus able to retain a large post-dilution stake in the entity
• The transaction value was and avoid the additional outlay that would have been required in
estimated at S$272 million
making a general offer for the balance shareholding of Poh Lian

PwCCF is the only accounting firm that has acted in the capacity
of an issue manager and has previously advised 4 IPOs…

Thank you
PwC
© 2009 PricewaterhouseCoopers Corporate Finance Pte Ltd. All rights reserved.
"PricewaterhouseCoopers" refers to PricewaterhouseCoopers Corporate Finance Pte Ltd or, as the
context requires, the PricewaterhouseCoopers global network or other member firms of the network,
each of which is a separate and independent legal entity.

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Draft for discussion - Strictly Private and Confidential

Listing on Singapore Exchange (SGX)

PricewaterhouseCoopers Corporate Finance Pte Ltd

2. IPO process and key issues

3. RTO process and key issues

Listing on SGX could be achieved via three options:

2. Reverse takeover (“RTO”) – normally for companies seeking a listing to:

3. By way of an Introduction – normally to facilitate corporate restructuring of listed entities

2. IPO process and key issues

3. RTO process and key issues

Basic financial listing requirements for SGX MainBoard –

Current criteria Proposed criteria (in consultation)

PricewaterhouseCoopers Corporate Finance Pte Ltd Page 6

Other listing criteria on SGX MainBoard

• Mkt. cap < S$300m : 25% public float

• Offer size > S$120m : no distribution requirement

PricewaterhouseCoopers Corporate Finance Pte Ltd Page 7

Key Roles of Different Professionals in the Listing Process

- Organises press conferences and publicity events.

Other - Processes share applications and allotments.

Company - Maintains statutory records as well as share registers.

secretary - Prepares documentation for new company structure.

Indicative Timeline for Listing

Appointment of professional parties Submission to the Singapore

PricewaterhouseCoopers Corporate Finance Pte Ltd Page 9

Good attributes of an IPO candidate

Cashflow positive with healthy balance sheet 

Sustainable and scalable growth with healthy margins 

Strong market share and not dependent on any single

Market leading products with new products launched 

Recognizable/established brand name 

Proven, established management team and continuity 

Good Corporate Governance culture 

PricewaterhouseCoopers Corporate Finance Pte Ltd Page 10

Issues for consideration

 Use of proceeds - generally the preference is for growth capital

 Costs of listing vis-à-vis benefits derived

 Transparency and responsibility Page 11

2. IPO process and key issues

3. RTO process and key issues

Benefits to the Target Benefits to listed company’s shareholders

• Ownership of a listed company • Revived market interest and thus the

* Share placement may be required to ensure sufficient public float is

PricewaterhouseCoopers Corporate Finance Pte Ltd Page 13

The RTO Process

Appointment Presentation of Agree-in- Pre-clearance from

PricewaterhouseCoopers Corporate Finance Pte Ltd Page 14

Professional Parties in a RTO

Target Listed Entity

• Financial Adviser • Issue manager

• Underwriters/Placement Agents * • Independent Financial Adviser (IFA)

* Share placement may be required to ensure sufficient

PricewaterhouseCoopers Corporate Finance Pte Ltd Page 15

Roles of key professional parties to be engaged by Target

• Liaise with SGX to address queries relating to RTO application

Reporting • Prepares the accountants’ report

Key issues envisaged in the RTO process

 Valuation of listed company

 Timing and costs

PricewaterhouseCoopers Corporate Finance Pte Ltd Page 17

2. IPO process and key issues

3. RTO process and key issues