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    Mogsc.org.my Mogsc.org.my Presentation Transcript

    • PRESENTATION TO MALAYSIAN OIL & GAS SERVICES COUNCIL MEMBERS Getting It Right With Your Public Listing By Kenneth Chow Senior Vice President, Capital Market Alliance Investment Bank Berhad 11 June 2008
      • Rationale for an IPO
      • When to List?
      • Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities
      • Key Considerations Affecting IPO Price
      • Key Strategic Issues
      • Overview of the IPO Process
      • About Us and Our Recent Transactions
      • Contact Persons
    • Rationale for an Initial Public Offering
      • ACCESS TO CAPITAL MARKET
        • Provides immediate access to the capital market for funding requirement
        • Provides a wider choice of financing alternatives and not limited to conventional bank borrowings
      • PROVIDES LIQUIDITY AND MARKET REFERENCE
        • Public quotation of shares provides liquidity and market value reference for shares, allowing for realisation of investment yet maintain control
        • Having a market value reference for the shares may also increase the choice of financing alternatives at the shareholders’ level
      • REMOVAL OF PERSONAL GUARANTEE
        • Personal guarantees from shareholders not normally required for borrowings by listed companies
      • FACILITATE MERGERS AND ACQUISITIONS
        • Listing could facilitate future mergers and acquisitions for expansion as listed shares could now be used as consideration to pay vendors
    • Rationale for an Initial Public Offering (Cont’d)
      • PROFILE ENHANCING
        • Enhances profile and stature of company among employees, clients, suppliers, regulators and potential job-seekers
      • RETAIN AND INCENTIVISE EMPLOYEES
        • Ability to retain and incentivise employees via Pink Form and employee share option scheme which allows company’s cash resources to be preserved as opposed to cash bonus
      • VALUATION
        • Valuation for local home grown companies will often find that due to familiarity with their operations, these companies usually have a loyal investor base which may provide attractive valuation premiums
      • LIQUIDITY
        • Liquidity for local home grown companies tend to be the strongest in their home markets
      • OPPORTUNE TIMING FOR OIL & GAS COMPANIES
        • The prospects for the Oil & Gas sector in Malaysia are promising with heightened spending underpinned by the sustained high crude oil prices. Also, the buoyant and rising energy demand will continue to spur Oil & Gas activities and the tight supply chain will be conducive for long term growth of the Oil & Gas sector
    • Rationale for an Initial Public Offering (Cont’d)
      • BURSA MALAYSIA AS THE PREFERRED LISTING DESTINATION*
        • Malaysia has built a robust platform for corporate governance with a comprehensive and robust regulatory and legal framework for investor protection in both the conventional and Islamic capital market
        • Malaysia ranked 4th for investor protection by World Bank in 2007
        • Malaysia ranked 5 th worldwide for compliance with the Financial Action Taskforce’s standards on anti-money laundering and counter terrorist financing
        • Bursa Malaysia is the world centre for price discovery of crude palm oil and home to several of the world’s largest plantation companies
        • Bursa Malaysia has an active market for corporate transactions, ranking 3rd after China and India for announced M&A deal value in Asia Pacific ex-Japan by PricewaterhouseCoopers in 2006
        • Malaysia has the most comprehensive Islamic Capital Market in the world – broadest range of Shahriah-compliant products and services
        • Malaysian domestic unit trust industry which invests substantially in Malaysian equities is the largest in ASEAN with a net asset value of RM154 billion as at September 2007
        • High levels of savings sitting in bank deposits, insurance and pension funds representing a large domestic pool of savings
        • Source: * Keynote Address by YBhg Dato’ Zarinah Anwar, Chairman, Securities Commission, Malaysia at the Bursa Malaysia “Your Preferred Listing Destination” IPO Conference, 12 December 2007
      • Rationale for an IPO
      • When to List?
      • Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities
      • Key Considerations Affecting IPO Price
      • Key Strategic Issues
      • Overview of the IPO Process
      • About Us and Our Recent Transactions
      • Contact Persons
    • When to List?
      • LISTING CAN BE CONTEMPLATED WHEN AND IF:
      • The company is in need of alternative source of funding for financing expansion or diversification
      • The company demonstrates strong qualitative and quantitative performance and potential
      • Business conditions and market sentiments for the business segment in which the company is operating are conducive for a successful listing
      • Shareholders’ desire to realise their investments in the company
      • Desire to enhance status and increase exposure
      • Rationale for an IPO
      • When to List?
      • Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities
      • Key Considerations Affecting IPO Price
      • Key Strategic Issues
      • Overview of the IPO Process
      • About Us and Our Recent Transactions
      • Contact Persons
    • Quantitative Considerations
      • RM60 mil
      • Min. par @ RM0.10
      • RM40 mil
      • Min. par @ RM0.10
      • Uninterrupted profit 3-5 yrs with min. RM30 mil aggregate PAT
      • (after MI & exclude EI)
      • Most recent financial yr PAT of min. RM8 mil
      • NO accumulated loss
      • On Group Basis, at least 1 company must qualify, OR
      • On Proforma Basis, same business, common director & common shareholders over track record period*
      • Uninterrupted profit 3-5 yrs with min. RM12 mil aggregate PAT
      • (after MI & exclude EI)
      • Most recent financial yr PAT of min. RM4 mil
      • NO accumulated loss
      • On Group Basis, at least 1 company must qualify, OR
      • On Proforma Basis, same business, common director & common shareholders over track record period*
      • RM500 mil market capitalisation upon issuance of prospectus
      • Most recent financial yr PAT of min. RM30 mil
      • Not applicable
      • Promoters are not allowed to sell, transfer or assign their entire shareholdings as at admission for 6 mths
      • For IPC listing, min. 45% of issued & paid-up capital for 1 yr after admission and continue till project generates 1 full financial year of operating revenue, thereafter 50% p.a. on straight line basis
      • Promoters are not allowed to sell, transfer or assign their entire shareholdings as at admission for 6 mths
      Minimum Issued & Paid-Up Capital Historical Profit Track Record Market Capitalisation Moratorium on Promoters Main Board Second Board OR
      • Min. 25% of enlarged issued & paid-up capital at IPO
      • Min. 1,000 public shareholders holding min. 100 shares each
      • 30% Bumiputera equity participation upon listing
      • Enlarged capital < RM200 mil
      • HIGHER of 5% of enlarged capital OR aggregate RM3 mil in par value
      • Enlarged capital > RM200 mil
      • HIGHER of 2% of enlarged capital OR aggregate RM10 mil
      • NTA > Par value
      Compliance with NDP Minimum Public Offer Size Net Tangible Assets (“NTA”) Main Board & Second Board Public Shareholding Spread Quantitative Considerations (Cont’d)
      • Note for *
      • Bumiputera controlled companies are exempted from this requirement subject to the following:
      • The group must have genuine pooling arrangement;
      • The company which is the single largest contributor, on an average basis for the past 3 full financial years, to the proforma group’s profits should have been incorporated and operating in the same or complementary business for at least five full financial years prior to making submission to the SC;
      • Each company to be pooled together must have been a Bumiputera-controlled company of the same Bumiputera shareholders with controlling shareholding for at least 3 financial years prior to making submission to the SC; and
      • The company used as the listing vehicle must, upon listing and for the next five years subsequent to the listing, be a Bumiputera-controlled company.
    • Business Operations Prospects of Business Core Business Independent Business
      • Historical Track Records:
        • Qualifying company must have been incorporated and operating in the same business during the profit track record period or longer prior to submission
        • Where listing is on proforma basis, single largest profit contributor for past 3 years must satisfy the above requirement
      • Healthy growth prospect
      • Future profit is derived from core business as that supporting historical profits
      • Principal or sole asset should not be an investment in another listed company
      • Must have an identifiable core business of which it has majority ownership and management control
      • Profit and market capitalisation contributions from associated company(ies) do not exceed that from subsidiary company(ies)
      Qualitative Considerations (Cont’d)
      • Market Capitalisation:
        • Qualifying company must have been incorporated and operating in the same business for at least 3 full financial years prior to submission
        • Where listing is on proforma basis, single largest profit contributor for past 3 years must satisfy the above requirement
    • Conflict of Interests Transactions with Related Parties Chain Listing
      • Must resolve, eliminate or mitigate all conflict of interests between the company and its interested persons prior to listing
      • All trade debts exceeding normal credit period and all non-trade debts owed by interested persons must be fully settled prior to listing
      • No related party transactions on terms which are unfavorable to the company
      • Must be involved in a distinct and viable business
      • Must be independent in terms of operations, management and finance
      • Must not be in situation which will give rise to intra-group competition or conflict of interest situations
      • Already listed company must have separate business and able to sustain its own listing
      • Contributions from an already listed subsidiary cannot be taken into account if parent company seek listing
      Qualitative Considerations (Cont’d) Financial Position & Liquidity Continuity of Management
      • Healthy financial position and sufficient level of working capital
      • Substantially same management (Executive Director & senior management) for min. 3 full financial yrs prior to admission
      • Rationale for an IPO
      • When to List?
      • Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities
      • Key Considerations Affecting IPO Price
      • Key Strategic Issues
      • Overview of the IPO Process
      • About Us and Our Recent Transactions
      • Contact Persons
    • Key Considerations Affecting IPO Price
      • GROWTH PROSPECTS OF COMPANY AND INDUSTRY
        • The growth prospect of the industry and the company would be a significant factor in the pricing of the IPO price
        • The quality of earnings potential of the company would be also be a key factor in the pricing of the IPO price
      • VALUATION OF IPO COMPANY
        • Price to earnings (“P/E”) method
        • Price to book (“PBV”) method
        • Discounted Cashflow method
        • Net tangible asset (“NTA”) method
        • Combination
      • REFERENCE MADE TO COMPARABLE COMPANIES LISTED ON BURSA SECURITIES
        • Comparable companies are usually those in the same industry and competing for the same group of customers
      • TRENDS IN THE PAST AND FUTURE FINANCIAL PERFORMANCE
        • The IPO price is generally affected by the past financial performance and future financial performance of the company going for listing
    • Key Considerations Affecting IPO Price (Cont’d)
      • COMPETITIVE EDGE OF THE COMPANY
        • A company going for listing which has sustainable competitive edge will be accorded higher valuation
      • BARRIERS TO ENTRY
        • High barriers to entry which is not easily penetrated by potential entrants would allow the company to be able to attract better valuation
      • MARKET SHARE
        • Market leaders or companies with high market shares are usually companies which have strong brand names and such companies are sought after by the investing public
      • ABILITY TO WITHSTAND ECONOMIC DOWN CYCLES
        • Companies which have managed to demonstrate strong resilience during past down cycles will attract a stronger demand from the investing public
      • Rationale for an IPO
      • When to List?
      • Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities
      • Key Considerations Affecting IPO Price
      • Key Strategic Issues
      • Overview of the IPO Process
      • About Us and Our Recent Transactions
      • Contact Persons
    • Key Strategic Issues 1. Amount of Capital to be Raised   The key issue to be considered is the funding requirement of the company and the objectives of the company as well as the objectives of the shareholders. This will have an impact on the mode of public offering.
      • 2. Corporate Structure
      •  
      • In a situation where a newco structure is used, it will be an investment holding company that will own shares in the operating companies. This holding company structure will provide flexibility in the event the Group diversifies into other areas as it will not affect or disturb the operations (in particular the licensing requirements) of the operating companies.
      • However, there are factors to be considered before adopting such a structure, which are listed below:-
        • the limitations on the distribution of tax-exempt dividends between companies;
        • the stamp duty and tax implications arising from the restructuring exercise to arrive at the holding company structure; and
        • tax efficiency consideration in respect of the holding company (investment holding companies have certain restrictions as to deductibility of expenses).
    • Key Strategic Issues (Cont’d) 3. Bumiputera Participation A company seeking a listing on Bursa Securities is required to have at least 30% of its enlarged paid up share capital to be held by approved Bumiputera investors. Based on present ruling, MITI requires Bumiputera shareholder(s) who are invited by the Company to have invested in the company for at least 6 months prior to the date of the application to MITI for the listing exercise, before qualifying as Bumiputera Investor(s).
    • Key Strategic Issues (Cont’d) 4. No Material Conflict of Interest The company needs to declare the nature, character and extent of the relationship between the company and its directors or substantial shareholders and the conflict of interest (if any) to the SC. Prior to listings all non-trade debts owing to the company by its directors or substantial shareholders must have been settled and all trade debts owing to the company by its directors or substantial shareholder which exceed the normal credit period must have been settled too. Further, any transactions prior to listing between the company (or its subsidiary(ies)) and any related parties must be based on terms and conditions which are not unfavorable to the company.
    • Key Strategic Issues (Cont’d) 5. Composition of Board of Directors   There are no limits as to the number of directors that the company can have. Besides the directors representing the controlling shareholders, the Board would usually comprise directors representing the Bumiputera interest and independent directors. At least 2 Directors or one third of its Board of Directors, whichever is higher should be Independent Directors. 6. Audit Committee At least 3 members, comprising a majority of Independent Directors should make up the Audit Committee. Alternate Directors cannot be appointed to the Audit Committee.   Must include at least one member of the Malaysian Institute of Accountants, or at the minimum, meets the criteria set out in Chapter 15.10(1)(c) of the Listing Requirements.
    • Key Strategic Issues (Cont’d) 7. Stamp Duty Most restructuring for IPO involve a transfer of shares or assets between companies. Transfer of assets normally attract stamp duty and if the value of the asset being transferred is high, the transfers would attract substantial stamp duty. Stamp duties are imposed ad valorem on certain written documents varying according to the nature of the documents and values referred to. The stamp duty on shares is charged on 0.3% of the consideration. However, stamp duty relief may be available in certain circumstances as in Section 15 and 15A of the Stamp Act 1949. Section 15 grants relief from stamp duty for transfers or conveyance made pursuant to reconstructions or amalgamations of companies whilst Section 15A grants relief from stamp duty on transfers or conveyance of properties made between associated companies, subject to satisfying some of the criteria therein. Since there would be a group restructuring as part of the listing scheme, the stamp duty implications would have to be carefully considered.
    • Key Strategic Issues (Cont’d)
      • 8. Tax and EPF Filing
      • As part of the submission to the SC, the Listco and its subsidiary companies / proposed subsidiary companies are required to confirm that its/their tax returns and settlement of tax liabilities with the Inland Revenue Board and employees provident fund contribution are up-to-date. Also, the directors and proposed directors of Listco are required to confirm that their tax returns and settlement of tax liabilities with the Inland Revenue Board are up-to-date.
      • 9. Audited Accounts Filing
      • As part of the submission to the SC, disclosure as to whether the filing of audited accounts with the regulatory authorities is up-to-date will be made. Any late filing of audited accounts or penalty imposed by regulatory authorities may be viewed negatively by the SC.
      • Past Experience of Auditors In Making Submission to the Authorities
      • It is important that the appointed Reporting Accountants have adequate experience in making submissions to the authorities. The experience of the Reporting Accountants will enable it to prepare reports which fall within the requirements of the authorities and be able to liaise and deal with the authorities in the quickest and most expedient manner. The authorities will normally have less credibility issue with adequately experienced and qualified Reporting Accountants and this will normally attract less queries from the authorities and allow a quick response from the authorities.
      • Rationale for an IPO
      • When to List?
      • Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities
      • Key Considerations Affecting IPO Price
      • Key Strategic Issues
      • Overview of the IPO Process
      • About Us and Our Recent Transactions
      • Contact Persons
    • Overview of the IPO Process Phase 3 Phase 2 Phase 1 Establish Suitable Team Implementation Strategise & Plan
    • Phase 1 – The Team Alliance Investment Bank Adviser, Managing Underwriter, Placement Agent & Overall Coordinator Client Legal Adviser Reporting Accountants / Auditor
      • Other Experts / Advisers
      • Independent Market Researcher
      • Tax Advisers
      • Company Secretary
      • Independent Market Valuer
    • Phase 2 – Strategise & Plan Objectives
      • Capital requirements
      • Ownership & Control requirements
      • Cashflows requirements
      • Employee participation requirements
      • Bumiputera participation requirements
      Types of Offering Methods of Offering Types of Securities
      • Issuance of new shares
      • Offer for sale of existing shares
      • Public balloting
      • Placement
      • Book-building
      • Ordinary shares
      • Preference shares
      • Options
      • Convertible securities
      • Debt securities
      Parameters
      • Evaluate present & future group structure
      • Consider tax efficient options
      • Comply with Bumiputera requirements
      • Comply with SC’s IPO Guidelines
      • Comply with legal & accounting requirements
    • Phase 3 – Implementation
      • Coordinate efforts of all advisers i.e. due diligence, submissions, documentations
      Coordination Approval Process Status Review Completion Process Post Completion
      • Liaise with the relevant authorities such as Securities Commission, Foreign Investment Committee, Ministry of International Trade & Industry, Bursa Securities
      • Monitor progress periodically
      • Underwriting, placement & distribution
      • Pricing
      • Roadshows
      • Research & marketing
      • Investors relation
      • Despatch of Prospectus
      • Listing
      • Follow-up on any conditions that may be imposed by authorities
    • Phase 3 – Implementation (Cont’d)
      • Marketing Strategy
      • Conduct roadshows with local fund managers to introduce and create awareness of the company and solicit demand from investors
      • Provide in-depth and extensive research coverage on company for investors
      • Pricing Strategy
      • Conduct book-building
      • Institutional Tranche
      • Pricing determined between company and placement agent after book-building
      • Pricing not subject to SC’s approval
      • Retail Tranche
      • Pricing based on fixed pricing system
      • Priced at a discount to institutional tranche
      • Discount is required for a successful retail tranche
    • Phase 3 – Implementation (Cont’d)
      • Book-building
      • Book-building is an exercise where investors submit bids throughout the offer period, indicating demand and price sensitivity
      • Investors pay at a single price determined after book-building to solicit indications of demand by the company and underwriters, usually lower than the highest bid to create an over-subscription and stable aftermarket
      • Advantages
      • Roadshows will generate publicity and awareness for the IPO
      • Establishes a larger institutional shareholder base and greater stability in aftermarket
      • Provides an indication of the market valuation of the IPO shares to retail investors
      • Leads to a more favourable pricing of the retail tranche
    • Phase 3 – Implementation (Cont’d) Approvals Required SC
      • Approval for the IPO
      FIC
      • Approval for the IPO
      Bursa Securities
      • Admission and listing of and quotation for the shares
      MITI
      • Approval for the IPO and the recognition and/or nomination of Bumiputera Investors
    • Phase 3 – Implementation (Cont’d) Official Listing Preparation of Regulatory Applications Approval from Authorities Post Application Formulate Listing Scheme Prepare 1 st Draft Submission Prepare Final Draft Submission Appointment letter signed Application submitted Approval obtained Conduct Review and Due Diligence with Authorities Prepare Registration & Issuance of Prospectus 0 1 2 4 5 6 7 Month 7.5 Tentative Timeline <----4 to 6 mths----> Planning Exercise
    • Phase 3 – Implementation (Cont’d) Estimated Listing Expenses Range (RM’ mil) Professional Fees 0.80 to 1.0 Approving Authorities’ Fees 0.20 to 0.30 Underwriting, Brokerage and Placement Fees 0.60 to 0.80 Printing and Advertisement 0.10 to 0.20 Miscellaneous 0.10 to 0.20 Total Expenses 1.80 to 2.50
    • Immediate Course of Actions
      • Work with senior management on constraints and parameters of the applicant’s listing scheme.
      • Gather key decisions on inter alia listing route, timing of listing and professional advisers to be appointed.
      Ascertain listing parameters
      • Form working group to work out the base scheme for your Board consideration.
      • Gathering of additional information for scheme formulation.
      • Indicative IPO valuation.
      • Commence talks with prospective/strategic investors.
      Formulate listing scheme
      • Board presentation.
      • Board approval of listing scheme.
      • Appointment of advising investment bank and relevant professionals.
      • Establish timeline.
      Endorsement of listing scheme Alliance Investment Bank is pleased to serve as your advising investment bank
      • Rationale for an IPO
      • When to List?
      • Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities
      • Key Considerations Affecting IPO Price
      • Key Strategic Issues
      • Overview of the IPO Process
      • About Us and Our Recent Transactions
      • Contact Persons
    • About Us Alliance Financial Group Alliance Investment Bank, a wholly-owned subsidiary of Alliance Bank, is part of the Alliance Financial Group. The Alliance Financial Group (formerly known as Alliance Banking Group) is a dynamic, integrated financial services group offering end-to-end financial solutions through consumer banking, commercial banking, wholesale banking including corporate banking, treasury and investment banking including stockbroking, asset management, and unit trust management services. We are supported by our commercial network of 86 branches and 13 branches of Kuala Lumpur City Securities. Retail Banking Investment Banking Securities Corporate Banking
      • Corporate Finance
      • Equity Capital Markets
      • Debt Capital Market
      • Treasury &
      • Structured Finance
      • Islamic Banking
      • Securities Services
      • Bridging Finance
      • Corporate Loans
      • Stockbroking
      • Equity Research
      • Unit Trusts
      • Fund Management
      • Domestic Network
      • Internet Banking
      • SMEs
    • About Us (Cont’d) Alliance Investment Bank
      • Alliance Investment Bank is a full-fledged investment bank, equipped to provide our clients with value-added end-to-end investment banking services – from origination to execution to distribution. Specifically, Alliance Investment Bank provides the full range of financial products and investment banking services such as primary fund raising (initial public offering), secondary fund raisings (as rights issue, placements), mergers and acquisitions, corporate and debt restructuring, private debt securities and assets management.
      • Alliance Investment Bank is able to harness investment banking opportunities for its clients and add value to their pursuit of competitive advantage, productivity and profitability at a global, regional and domestic level. Alliance Investment Bank operates through five principal front-line departments:
      • Capital Market (Equity and Debt)
      • Equity Capital Markets
      • Treasury and Structure Products
      • Fund Management
      • Securities and brokerage business
      • Alliance Investment Bank has assembled highly trained investment banking professionals who bring along a wealth of experience gathered from their previous engagements with renowned houses which have business presence throughout the globe.
    • Why Alliance Investment Bank? 1. IPO Track Record Alliance’s IPO League Table Ranking
      • Alliance Investment Bank has consistently shown its ability to rise above the challenge, as evidenced by its consistent year-on-year improvement in terms of number of IPOs managed.
      • *Alliance Investment Bank is jointly positioned 1st in terms of number of IPOs managed for the 1st quarter of 2008.
      2006 2007 2008 4th 3rd 1 st *
    • Why Alliance Investment Bank? (Cont’d) 2. Experience and Resources
      • Experienced in Main Board, Second Board and Mesdaq listing
      • Staff handling the IPO assignment are experienced and well-versed with IPO listing
      • Due to experience of staff, queries from SC can be anticipated upfront and handled without much issue
      • Able to guide client and provide sufficient attention to ensure success of IPO listing
      • Good relationships with the regulatory authorities
      3. One Stop Fully Integrated Financial Service Provider
      • Able to provide a full spectrum of services (subject to further review) required for the IPO listing i.e.
      • a) advisory work
      • b) funding for operations and transactions
      • c) underwriting services
      • d) placement services
      • e) equity research (pre and post IPO)
    • Recent Notable IPOs Advised By Alliance Investment Bank Our Recent Transactions Petra Energy Berhad Adviser, Underwriter & Placement Agent Public Issue of 46m shares on the Main Board 2007 Online One Corp Bhd Adviser, Underwriter & Placement Agent Public Issue of 28.3m shares on the MESDAQ Market 2005 Mexter Technology Berhad Adviser, Underwriter & Placement Agent PublicIissue of 34.84m shares on the MESDAQ Market 2005 Dufu Technology Corp. Berhad Adviser, Underwriter & Placement Agent Public Issue & Offer for Sale of 34m shares on the Second Board 2007 Signature International Adviser, Underwriter & Placement Agent Public Issue of 17.69m shares on the Second Board 2007 Bio Osmo Bhd Adviser, Underwriter & Placement Agent Public Issue of 37m shares on the Second Board 2007 Ewein Berhad Adviser & Managing Underwriter Offer for Sale of 25.12m shares on the Second Board 2008 ETI Tech Corp Bhd Adviser, Underwriter & Placement Agent Public Issue of 31.7m shares on the MESDAQ Market 2006 Sanichi Technology Bhd Adviser, Underwriter & Placement Agent Public Issue of 30.5m shares on the MESDAQ Market 2006 ISS Consulting Solutions Bhd Adviser, Underwriter & Placement Agent Public Issue of 41.6m shares on the MESDAQ Market 2006 StemLife Berhad Adviser, Underwriter & Placement Agent Public Issue of 165m shares on the MESDAQ Market 2006 Mlabs Systems Bhd Adviser, Underwriter & Placement Agent Public Issue of 26.2m shares on the MESDAQ Market 2005 Kannaltec Berhad Adviser, Underwriter & Placement Agent Public Issue of 30.25m shares on the MESDAQ Market 2005
      • Rationale for an IPO
      • When to List?
      • Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities
      • Key Considerations Affecting IPO Price
      • Key Strategic Issues
      • Overview of the IPO Process
      • About Us and Our Recent Transactions
      • Contact Persons
    • Contact Persons Kenneth Chow Co-Head / Senior Vice President Capital Market TEL: 03 – 2692 9571 EMAIL: kenneth@allianceinvestment.com.my Sherilyn Foong Head / Director Equity Capital Markets TEL: 03 – 2717 6680 EMAIL: sherilyn@allianceinvestment.com.my Andrew Chou Co-Head / Senior Vice President Capital Market TEL: 03 – 2722 1529 EMAIL: andrewchou@allianceinvestment.com.my M. Irtiza Azmel M. Ismail Associate Director Equity Capital Markets TEL: 03 – 2717 6682 EMAIL: miazmel@allianceinvestment.com.my Tommy Har Vice President Capital Market TEL: 03 – 2717 6660 EMAIL: tommy@allianceinvestment.com.my Vincent Chong Assistant Vice President Capital Market TEL: 03 – 2717 6623 EMAIL: vincent_chong@allianceinvestment.com.my
    • Personnel Profile Name/Title Academic and Professional Qualifications Key Responsibility and Involvement Work Experience Kenneth Chow Co-Head / Senior Vice President Capital Market Bachelor of Law from University of Warwick, UK, MBA in Finance Studies from University of Nottingham Barrister-at-Law and member of Lincoln’s Inn, England An Advocate and Solicitor of High Court Malaysia
      • Provide corporate finance advisory and structuring input
      • Worked hand in hand with execution team members
      • Mr Chow joined Alliance Investment Bank Berhad as Senior Vice President in June 2005.
      • Between 1994 and 2005, he was attached to the corporate finance department of RHB Investment Bank Berhad, where he was General Manager/Senior Vice President since 2001.
      • Mr Chow has wide knowledge and more than 14 years experience in structuring and managing acquisitions, equity and PDS fund raising exercises, advising and co-ordinating take-over offers, debt restructuring and flotations. Mr Chow has been involved in numerous corporate transactions with an aggregate transactional value of RM15 billion.
    • Personnel Profile (Cont’d) Name/Title Academic and Professional Qualifications Key Responsibility and Involvement Work Experience Sherilyn Foong Head / Director Equity Capital Markets Bachelors degree in Economics, majoring in Accounting and Finance from Macquarie University, Australia, and an MBA from the Southern Pacific University, USA.
      • Marketing and distribution functions for all equity and equity-linked issues
      • Worked hand in hand with origination and execution team members
      • Ms. Foong is currently the Director and Head of Equity Capital Markets at Alliance Investment Bank. Previously, she was a key member of the founding team of the Equity Capital Markets division at AmInvestment Bank.
      • Ms Foong has wide knowledge and more than 9 years experience in the major regional equity capital markets after having worked at Salomon Smith Barney and the RHB Securities Group in Hong Kong, New York and Singapore. During her time spent abroad, she has successfully undertaken numerous assignments of primary and secondary placements, book-running and underwriting issues for listed companies across a diverse range of size and industries in the region. In her previous regional capacities, she was a licensed representative on the SGX, HKSE, ASE, NASD and HK Futures & Options Exchange and is currently licenced under the Securities Commission of Malaysia.
    • Personnel Profile (Cont’d) Name/Title Academic and Professional Qualifications Key Responsibility and Involvement Work Experience Andrew Chou Co-Head / Senior Vice President Capital Market Bachelor of Science (Economics and Accounting) from University of Bristol, UK, member of Institute of Chartered Accountants in England & Wales and a Chartered Accountant (MIA)
      • Review, preparation and submission of application documents to regulatory authorities
      • Liaison with the regulatory authorities for their approvals
      • Mr Chou joined Alliance Investment Bank Berhad in 2004.
      • Mr Chou has wide knowledge and more than 13 years experience in structuring and managing acquisitions, equity and PDS fund raising exercises, advising and co-ordinating take-over offers, debt restructuring and flotations. Mr Chou has been involved in numerous large corporate transactions in the past.
    • Personnel Profile (Cont’d) Name/Title Academic and Professional Qualifications Key Responsibility and Involvement Work Experience M. Irtiza Azmel M. Ismail Associate Director Equity Capital Markets Bachelor of Commerce (Accounting) from Curtin University of Technology, Perth, Western Australia, and an Affiliate Member of Financial Securities Institute of Australasia (formerly known as Securities Institute of Australia)
      • Underwriting, marketing and distribution functions for all equity and equity-linked issues
      • Worked hand in hand with origination and execution team members
      • En Azmel joined Alliance Investment Bank Berhad as Associate Director in November 2007.
      • Prior to joining Alliance Investment Bank Berhad, he was attached to the Corporate Finance Department of Affin Investment Bank Berhad, where he was a Vice President since 2005.
      • En Azmel has wide knowledge and more than 10 years experience in investment banking, having had prior stints in related areas such as equity research with local and international investment banks such as CIMB Investment Bank Berhad and ABN AMRO Bank Berhad.
    • Personnel Profile (Cont’d) Name/Title Academic and Professional Qualifications Key Responsibility and Involvement Work Experience Tommy Har Vice President Capital Market Bachelor of Business from University of Technology, Sydney (with Distinction) Master of Science in Finance from University of Strathclyde
      • Provide / assist corporate finance advisory and structuring input
      • Worked closely with execution team members
      • Mr Har joined the corporate finance department of Alliance Investment Bank Berhad as Senior Manager in June 2005.
      • Between 1999 and 2005, he was attached to the corporate finance department of RHB Investment Bank Berhad, where he was Manager since 2001. Prior to that, Mr Har was attached to PricewaterhouseCoopers in the audit and assurance dept.
      • Over more than 8 years, Mr Har has acquired wide knowledge in structuring and managing acquisitions, equity and PDS fund raising exercises, advising and co-ordinating take-over offers, debt restructuring and flotations. Mr Har has been involved in numerous large corporate transactions in the past.
    • Personnel Profile (Cont’d) Name/Title Academic and Professional Qualifications Key Responsibility and Involvement Work Experience Vincent Chong Assistant Vice President Capital Market Bachelor of Commerce (Accounting & Finance) from University of Sydney
      • Provide / assist corporate finance advisory and structuring input
      • Worked closely with execution team members
      • Mr Chong joined the corporate finance department of Alliance Investment Bank Berhad as Manager in August 2005.
      • Between 2000 and 2005, he was attached to the corporate finance department of RHB Investment Bank Berhad. Prior to that, Mr Chong was attached to Ernst & Young Tax Consultants Sdn Bhd.
      • Over the past 8 years, Mr Chong has acquired wide knowledge in structuring and managing acquisitions, equity and PDS fund raising exercises, advising and co-ordinating take-over offers, debt restructuring and flotations. Mr Chong has been involved in numerous large corporate transactions in the past.
    • Disclaimer
      • This presentation was prepared by Alliance Investment Bank Berhad (“Alliance”) exclusively for the benefit and internal use of our client to indicate, on a preliminary basis, the feasibility of a possible transaction(s). The terms and structure of the possible transaction(s) in this presentation are preliminary only and implementation is subject to, inter alia, the satisfactory outcome of due diligence (including legal and financial) of the client. Accordingly, the terms and structure of the possible transaction(s) and their implementation may be subject to material changes.
      • This presentation is proprietary to Alliance and may not be disclosed to any third party or used for any other purpose without the prior written consent of Alliance.
      • The information in this presentation is based upon management representations and reflects prevailing conditions and our preliminary views as of this date, which are accordingly subject to changes. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information provided by management. Accordingly, Alliance and its officers, agents or employees do not give any representation or warranty, express or implied, with respect to the information pertaining to the financial position, condition, operation, business and prospects of the client nor shall we or any such person be liable for any information or omission in the information pertaining to the financial position, condition, operation, business and prospects of the client.
      • Alliance is not acting as an adviser or agent to any person to whom this presentation is directed. Such persons must make their own independent assessment of the contents of this paper, should not treat such contents as advice or recommendation by Alliance and its officers, agents or employees on investment matters, legal, accounting or taxation matters and should consult their own advisers. Accordingly, such persons are deemed to rely on their own information and assessment as they deem necessary in order to make any investment decision with respect to the securities in this presentation and their own assessment of the merits and risks of any investment in the securities in this presentation. In this respect, Alliance and its officers, agents or employees shall not accept any responsibility and shall not be liable for the economic risk or any consequences sustained by such persons arising from any investment in the client and/or the securities in this presentation.
      • All pricing of securities and the possible transaction(s) shown in this presentation are for illustrative purposes and are subject to changes as the actual pricing shall only be determined at a later date, after receipt of relevant regulatory approvals and shareholders’ approval and closer to the launch of the possible transaction(s) after taking into consideration the prevailing capital market conditions, economic conditions and industry specific conditions at that time.
      • Alliance and/or its affiliates may act as principal or agent in any transaction(s) contemplated by this paper, or any other transactions connected with such transaction(s), and may as a result earn brokerage, commission or other income.
      • Nothing in this paper is intended to be, or should be construed as an offer by Alliance and its officers, agents or employees to buy or sell, or invitation to subscribe for, any securities.
      • Neither Alliance nor any of its directors, employees or representatives are to have any liability (including liability to any person by reason of negligence or negligent misstatement) from any statement, opinion, information or matter (express or implied) arising out of, contained in or derived from or any omission from the presentation, except liability under statute that cannot be excluded.
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