Professional Documents
Culture Documents
AXCELASIA INC.
Prior to making a decision to purchase the Placement Shares, you should carefully consider all the
information contained in the offer document dated 18 November 2015 issued by Axcelasia Inc. in respect
of the Placement (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 Placement Shares,
you should consult your legal, financial, tax or other professional adviser.
This Product Highlights Sheet is an important document.
It highlights the key information and risks relating to the offer of the Placement Shares contained in
the Offer Document. It complements the Offer Document1.
You should not purchase the Placement Shares if you do not understand the nature of an investment
in shares in a company, our Groups business or are not comfortable with the accompanying risks.
If you wish to purchase the Placement Shares, 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, please contact us to ask
for one.
Company
Axcelasia Inc.
Place of
incorporation
Labuan, Malaysia
Details of this
Placement
47,520,000
Placement
Shares comprising of
35,520,000 New Shares and
12,000,000 Vendor Shares
Total amount to
be raised in this
Placement
Placement Price
Sponsor, Issue
Manager, and
Placement Agent
PrimePartners Corporate
Finance Pte. Ltd.
Listing status of
Issuer and the
Securities
Acceptance of applications
will be conditional upon, inter
alia, issue of the New Shares
and permission being granted
by the SGX-ST for the listing
and quotation of all our existing
issued Shares (including the
Vendor Shares and the PPCF
Shares), the New Shares, the
Performance Shares and the
Option Shares on Catalist. The
Shares are expected to be listed
on 27 November 2015.
1
The Offer Document, registered by the Singapore Exchange Securities Trading Limited, acting as agent on behalf
of the Monetary Authority of Singapore on 18 November 2015, and the application forms in respect of the Placement
Shares may be obtained on request, subject to availability during office hours from PrimePartners Corporate Finance
Pte. Ltd., 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 or accessible at the SGX-ST website:
http://www.sgx.com.
OVERVIEW
WHO ARE WE AND WHAT DO WE DO?
Our Company was incorporated on 21 August 2015 in Labuan, Malaysia under
the Labuan Companies Act as a company limited by shares under the name of
Axcelasia Inc. Our Company and our subsidiaries (the Group) provides
integrated professional services mainly in Malaysia to government-linked
entities, private and public listed companies, and multinational corporations.
Our four key business segments are:
100%
PTA Global
Business
Services
100%
Columbus
Advisory
100%
Columbus
Softnex
51%
Columbus
HR
27,367,500 21.93
Deemed Interest
Direct Interest
Number
of Shares
Number
of Shares
23,367,500 14.58
Deemed Interest
Number
of Shares
80,000
0.05
Dato Peter Tang(2) 36,223,500 29.02 3,444,000 2.76 32,223,500 20.10 3,444,000 2.15
Mr. Ranjit Singh(3) 40,518,660 32.47
36,518,660 22.78
7,723,170
6.19
7,723,170 4.81
6.19
7,723,170 4.81
(4)
Note:
(1) As at the date of the Offer Document, Ms. Rajinderpal Kaur, the spouse
of our Executive Chairman, Dr. Veerinderjeet Singh, has indicated her
interest to subscribe for 80,000 Placement Shares, representing approximately
0.05% of the post-Placement share capital of our Company. In the event
that Ms. Rajinderpal Kaur is allotted such number of Placement Shares,
Dr. Veerinderjeet Singh will be deemed interested in the Shares held by Ms.
Rajinderpal Kaur.
(2) Our Finance Director, Dato Peter Tang, is deemed interested in the shares
held by his spouse and our Executive Officer, Datin Chai Seow Lin.
(3) As at the date of the Offer Document, Ms. Kushwin Kaur a/l Taram Singh, the
sister of our Executive Director, Mr. Ranjit Singh, has indicated her interest
to subscribe for 10,000 Placement Shares and, in the event that she is allotted
such number of Placement Shares, she will have approximately 0.01% of the
post-Placement share capital of our Company.
(4) As at the date of the Offer Document, Ms. Lee Pho Yen, the sister of our
Executive Officer and our Substantial Shareholder, Mr. Derek Lee, has
indicated her interest to subscribe for 24,000 Placement Shares and, in the
event that she is allotted such number of Placement Shares, she will have
approximately 0.02% of the post-Placement share capital of our Company.
EPS (sen)
Adjusted EPS
(sen)(3)(5)
(4)
301
506
2,089
1,196
7,705
3,834
7,699
239
403
1,591
929
6,057
3,246
6,052
0.19
0.32
1.28
0.74
4.85
2.60
4.85
0.15
0.25
0.99
0.58
3.78
2.02
3.77
Notes:
(1) The financial information for FY2012, FY2013, FY2014 and HY2014
represent the combined financial information of our Company and our
subsidiary, Taxand Malaysia.
(2) The financial information for HY2015 represents the combined financial
information of our Group, which comprises of our Company and our
subsidiaries, Taxand Malaysia, PTA Corporate Services, PTA Global
Business Services, Columbus Advisory, Columbus Softnex and Columbus
HR, pursuant to the Restructuring Exercise.
(3) The figures in relation to total comprehensive income pertain to the total
comprehensive income attributable to equity holders of our Company.
Had the Service Agreements been in place since 1 January 2014, our pro
forma profit before income tax, pro forma total comprehensive income
attributable to equity holders of our Company and pro forma adjusted
EPS computed based on our post-Placement share capital of 160,320,000
Shares would have been approximately RM2.52 million, RM2.13 million
and 1.33 sen respectively.
(4) For comparative purposes, the EPS for the financial periods under review
have been computed based on the total comprehensive income attributable
to equity holders of our Company and the pre-Placement share capital of
124,800,000 Shares.
(5) For comparative purposes, the adjusted EPS for the financial periods
under review have been computed based on total comprehensive income
attributable to equity holders of our Company and the post-Placement
share capital of 160,320,000 Shares.
(RM000)
Revenue
Profit before
income tax(3)
Total
comprehensive
income(3)
Unaudited pro
Audited
Unaudited
forma
(1)
(1)
(1)
(1)
(2)
FY2012 FY2013 FY2014 HY2014 HY2015 FY2014 HY2015
4,178
5,250
8,302
3,404
16,642 14,486 16,642
(1)(2)(3)
Unaudited
As at
30
June
2015(2)
13,909
757
14,666
5,236
20
5,256
9,410
5,325
2,942
14,666
9,410
6,984
3,176
14,661
9,404
2.36
7.48
2.54
7.48
Notes:
(1) The financial position as at 31 December 2014 represents the combined
financial position of our Company and our subsidiary, Taxand Malaysia.
(2) The financial position as at 30 June 2015 represents the combined
financial position of our Group which comprises of our Company and
our subsidiaries, Taxand Malaysia, PTA Corporate Services, PTA Global
Business Services, Columbus Advisory, Columbus Softnex and Columbus
HR, pursuant to the Restructuring Exercise.
(3) For comparative purposes, the NAV per Share is computed based on the
total equity attributable to equity holders of our Company and the prePlacement share capital of 124,800,000 Shares.
Key cash flows information
(RM000)
Net cash (used
in)/provided by
operating activities
Net cash used in
investing activities
Net cash used in
financing activities
Net (decrease)/
increase in cash
and bank balances
Cash and bank
balances at
beginning of
financial year/
period
Cash and bank
balances at end
of financial year/
period
Unaudited
Audited
Unaudited
pro forma
FY2012 FY2013 FY2014 HY2015 FY2014 HY2015
(159)
(15)
(174)
1,362
(162)
1,907
1,957
2,035
1,957
(54)
(53)
(291)
(53)
(400)
(1,056)
(1,802)
(1,056)
1,200
1,453
848
(58)
848
391
217
1,417
2,870
1,417
2,870
217
1,417
2,870
3,718
1,359
3,718
(RM000)
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Total liabilities and
equity
Total equity
NAV per Share (sen)
Audited
As at
31
December
2014(1)
5,175
150
5,325
2,369
14
2,383
2,942
The above factors are not the only factors contributing to our financial
performance in FY2012, FY2013, FY2014, and HY2015. Please refer to
the other factors set out on Managements Discussion and Analysis of
Results of Operations and Financial Position of our Group on page 67 and
Managements Discussion and Analysis of Results of Operations and Financial
Position of our Pro Forma Group on page 84 of the Offer Document.
INVESTMENT HIGHLIGHTS
WHAT ARE OUR BUSINESS STRATEGIES AND FUTURE PLANS?
Our business strategies and future plans for the continued growth of our
business are as follows:
The above are not the only trends, uncertainties, demands, commitments
or events that could affect our Group. Please refer to the other factors
set out in Risk Factors on page 37, Managements Discussion and
Analysis of Results of Operations and Financial Position of our Group on
page 67, Managements Discussion and Analysis of Results of Operations
and Financial Position of our Pro Forma Group on page 84 and General
Information on our Group Prospects and Trend Information on page
125 of the Offer Document.
WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED OR COULD
MATERIALLY AFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?
We consider the following to be the most important key risks which had
materially affected or could materially affect our business operations, financial
position and results, and your investment in our Shares.
Our revenue and profitability may be unpredictable due to the
project nature of our business: Our Groups operational results have
fluctuated historically and may fluctuate in the future depending on
factors, including but not limited to, the size, timing and profitability
of significant engagements undertaken by our subsidiaries, number of
recurring engagements, accuracy of estimates of resources and time
required to complete ongoing engagements, or changes in the variety of
services provided to our clients. Unanticipated variations in the number and
timing of our projects, any delay or premature termination of any secured
mandates without adequate compensation will result in a material adverse
effect on our business, financial condition and results of operations.
We may be affected by any changes in the general economic, regulatory,
political and social conditions and developments in Malaysia and
globally: As at the Latest Practicable Date, our business operations are
focused in Malaysia. Our Group anticipates that the provision of our Tax
Advisory, Business Consultancy, EMS Application and Business Support
services to the Malaysian market will continue to represent a significant
portion of the total revenue of our Group in the near future. Our Group
is also exposed to economic, regulatory, political and social conditions
globally due to the international nature of our key clients.
We are subject to relevant legislation and regulations: Our subsidiaries
and professionals are required to maintain various professional licences
and registrations to operate our businesses. The relevant regulatory
authorities determine the criteria that must be met before they grant or
renew licences which are essential for our business and operations. Failure
to renew or obtain such licences and permits may have an adverse impact
on our operations and financial performance.
Our Group does not have a long established operating history and we
may face uncertainties associated with the expansion of our business:
While our subsidiaries have a track record of providing specialised
professional services, our Group was formed pursuant to the Restructuring
Exercise. Thus, we do not have a long established operating history as
a Group, making it difficult for investors to assess our Groups future
performance.
Amount
(S$000)
6,000
67.57
500
1,080
5.63
12.16
1,300
14.64
8,880
100.00
10
Use of proceeds
Estimated amount
allocated for each
dollar of the gross
proceeds raised by
our Company
(as a % of the gross
proceeds raised by
our Company)
DEFINITIONS
Companies within our Group
:
Columbus HR
Columbus Softnex
Taxand Malaysia
ASEAN
Catalist
Catalist Rules or
Catalist Rules
Any or all of the rules in the SGX-ST Listing Manual Section B: Rules
of Catalist, as the case may be
Director
EPS
EMS
FY
Financial year ended or, as the case may be, ending 31 December
GST
HY
Half year ended or, as the case may be, ending 30 June
26 October 2015, being the latest practicable date before the lodgement
of the Offer Document with the SGX-ST, acting as agent on behalf of
the Authority
NAV
New Shares
The 35,520,000 new Shares for which our Company invites applications
to subscribe for pursuant to the Placement on the terms and conditions
set out in the Offer Document
Option Shares
The new Shares which may be allotted and issued upon exercise of the
share options which may be granted pursuant to the Axcelasia Employee
Share Option Scheme
PPCF Shares
The 1,800,000 new Shares issued and allotted by our Company to PPCF
as part of PPCFs management fees as the Sponsor and Issue Manager
Performance Shares
The new Shares which may be allotted and issued pursuant to the
Axcelasia Performance Share Plan
Placement
Placement Shares
General
11
Columbus Advisory
Service Agreements
The service agreements entered into between our Company and Dr.
Veerinderjeet Singh, Dato Peter Tang, Mr. Ranjit Singh, and Ms.
Cheah Mei Hua as described in the section titled Directors, Executive
Officers and Employees Service Agreements on page 145 of the
Offer Document
Singapore Companies
Act
Share(s)
Shareholder(s)
Substantial Shareholders
Persons who have an interest in one or more voting shares, and the total
votes attaching to that share or those shares, represent not less than
5.0% of the total votes attaching to all the voting shares in our Company
Vendors
Dr. Veerinderjeet Singh, Dato Peter Tang and Mr. Ranjit Singh
Vendor Shares
The 12,000,000 issued and fully paid-up Shares owned by the Vendors
for which the Vendors invite applications to purchase pursuant to
the Placement and on the terms and conditions set out in the Offer
Document
WHO CAN YOU CONTACT IF YOU HAVE ENQUIRIES RELATING TO OUR OFFER?
HOW DO YOU CONTACT US?
The Issuer
Axcelasia Inc.
Registered Office
Lot A020, Level 1, Podium Level, Financial Park, Jalan Merdeka, 87000
Federal Territory of Labuan, Malaysia
Business Address
Suite 13A.05 Level 13A Wisma Goldhill, No. 67 Jalan Raja Chulan,
50200 Kuala Lumpur, Malaysia
Telephone No.
Sponsor, Issue Manager and Placement Agent: PrimePartners Corporate Finance Pte. Ltd.
Address
16 Collyer Quay
#10-00 Income at Raffles
Singapore 049318
Telephone No.
12
Restructuring Exercise