Censere Brochure (English)


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Censere Brochure (English)

  1. 1. Introduction Censere is a transaction support and value consulting group. Through a unique combination of valuation, research and advisory skills we assist clients in a range of activities such as: * Equity Capital Market Transactions * Fair Value/Tax Reporting * Insurance Management * Intellectual Property Commercialisation * Litigation Support * Mergers & Acquisitions/Divestments * PE/Illiquid Asset Fund Management Clients range from SMEs to multi-national corporations, banks, insurance companies, investment funds, financial advisers, audit firms and legal advisers - in fact, anyone who requires quality, independent advice. Our services cover all classes of assets, including; debt, equity, derivatives, financial instruments, financial guarantees, real estate, machinery and equipment, inventory, mineral resources, intellectual property and other intangibles and employee benefit schemes. In addition to pure valuation services we provide industry research, intellectual capital advisory, technical feasibility studies, financial modelling, independent expert advice and a multitude of other services. Censere also has a wide footprint, with nine offices throughout Asia Pacific and working experience in almost every country across the region. We look forward to helping you achieve your objectives.
  2. 2. Our Services In fulfilling the unique needs of each client, Censere combines the experience and skills of the partners and staff within our four operating divisions with the highly specialised industry knowledge available through our affiliate network. The specialised services offered by Censere are grouped as follows: Financial Consulting Group Research Group ● Business Valuation ● Industry Sector Studies ● Fairness and Independent Expert Opinions ● Industry Monitoring ● Purchase Price Allocations ● Commercial Intelligence Reports ● Impairment Testing ● Benchmarking Studies ● ESOP/Financial Instrument Valuations ● Actuarial Valuation Tangibles Consulting Group ● Forecasting/Financial Modelling ● Real Estate Valuation ● Business & Operational Due Diligence ● Machinery and Equipment Valuation ● Inventory Valuation Intangibles Consulting Group ● Tooling & Inventory Valuation ● Valuation of Intangible Assets & IP ● Technical Feasibility Studies ● IC Appraisals/IC Reporting ● Industry Sector Studies ● Intellectual Property Portfolio Analysis ● Operations/Maintenance Reviews ● Value Extraction Strategies ● Royalty Rate Studies
  3. 3. Financial Reporting Support Censere provides invaluable services to companies and their auditors in the preparation of financial reports and other statutory records, through: Purchase Price Allocation Reports Censere is experienced in the preparation of proforma PPA reports to assist companies in developing the most tax effective structures for M&A transactions. Once the transaction has closed and additional information is available, Censere can prepare final PPA report to be adopted by the company in the post-merger accounts. Financial Instrument/Convertibles Valuations Censere regularly undertakes valuations of complex financial instruments, convertible debt and embedded derivatives. ESOP Valuations Censere undertakes valuations of ESOPs for both private and public companies and works with the auditors to ensure that compliance with all relevant accounting standards are met. Impairment Testing Censere is able to assist in all aspects of impairment testing including the need to test for impairment of goodwill and other indefinite lived assets. Actuarial Valuations Censeres actuarial valuation team undertakes valuations of employee benefit plans and insurance schemes for estimation of annual expensing and balance sheet provisions. Asset Register Advisory Censere is uniquely placed to advise clients as to the accuracy and relevancy of their asset registers. We undertake reviews of asset registers, advise on valuation matters and help to develop appropriate asset register management procedures.
  4. 4. Mergers & Acquisitions/Divestments Censere offers a range of services which result in a comprehensive and compelling reason for clients to use us in M&A and divestment situations, such as: Strategy Review Improve and realise shareholder value by evaluating, selecting and implementing best course of action that may include divestment of non-core assets and businesses, mergers and acquisitions or public listing. Financial Advisory We can identify suitable targets, formulate deal structure and facilitate negotiations to complete the transaction, as project managers. Intellectual Capital Appraisals Censeres intellectual capital management division undertakes IC appraisals to highlight hidden potential in acquisition targets. Companies which can be shown to possess superior intellectual capital will generally enjoy much higher long term growth than their peers. Fund Raising Censere can assist in private equity fund raising and debt financing, through identification of suitable financiers, formulation of appropriate fund raising strategy and deal structure, valuation as well as facilitating negotiations as project managers. Fairness & Independent Expert Opinions Our financial valuation team is often called upon to undertake evaluations of the fairness of a transaction from the financial point of view and outline our findings either in internal reports or in reports to minority shareholders.
  5. 5. Equity Capital Markets Censere works with public companies and investment banks to facilitate initial public offerings and other compliance issues relating to public companies, through: Pre-IPO Restructuring Services Valuation of group corporate entities for pre-IPO restructuring and tax reporting purposes. Industry Research Report Investigation of the industry in which ListCo operates and preparation of an industry snapshot for inclusion in a prospectus. Due Diligence Services Business, commercial and technical due diligence to enable sponsors to know their client, assess risks and present an accurate picture of ListCo. Institutional Placement Valuations Independent business valuations of the ListCo in support of pre-IPO institutional or private placements. Working Capital Adequacy Studies Undertaking studies and issuing letters of comfort relating to whether a listing candidate has adequate working capital to fund its proposed operations during a stated period of time. IPO Valuations Valuation of fixed assets or intellectual property which is material to the operations of the ListCo and inclusion of our report in the prospectus. Connected Party/Disclosable Transaction Valuations Independent valuation of the assets or business being acquired by a public company. This would usually result in our report being incorporated into any resulting circular to shareholders.
  6. 6. PE/Illiquid Funds Management Censere works with Funds and LPs to ensure objective reporting and maximum efficiency in the management of private equity and illiquid asset funds. Investment Analysis By combining our valuation, research and due diligence services, we offer a unique service to fund managers when they are trying to assess the investment potential of possible deals by augmenting their in-house investment analysis capability. Portfolio Review With greater emphasis on corporate governance, more and more fund managers are engaging independent valuers to review portfolio valuations and/or conduct completely independent assessments. Censere combines the role of review appraiser and independent valuer to develop solutions for fund managers. Intellectual Capital Audits Companies which can be shown to possess superior intellectual capital will generally enjoy much higher long term growth than their peers. We provide IC audits to PE funds as a means of reducing long term risk and identifying hidden value. Based on the results of our IC audits, fund managers can make informed decisions about whether to retain or exit a particular investment. Due Diligence Services Censere undertakes business, commercial, operational and technical due diligence. Such services are tailored to the specific circumstances of each transaction and the parties involved. Industry Research Our research team is often called upon to prepare a snapshot of the industry in which a company operates in order to frame a potential transaction. This may extend to multiple market sectors and geographical areas or may be more focused.
  7. 7. Intellectual Property Commercialisation Working with a multi-disciplinary team, we assist our clients to : Valuation of Intangible Assets & Intellectual Property Value trademarks, patents, licenses and other IP for a variety of purposes such as sale and purchase, IP financing and IP portfolio management Royalty Rate Determination Studies Determine appropriate royalty rates for licensing of IP based on market studies and licensee benefit analysis. This enables both parties to the license agreement to equitably share the benefits generated by the IP. Value Extraction Strategies Extract value by leveraging intellectual capital in acquisitions, mergers, joint ventures as well as develop effective strategies for strategic alliance through IPR licensing Intellectual Property Portfolio Analysis Develop a clear vision through review and analysis of the intellectual property portfolio and align these valuable assets to the companys business units and strategies so as to enhance shareholder value
  8. 8. Intellectual Capital Appraisals What is an IC Appraisal? A systematic method for identifying, measuring and managing intellectual capital assets FACT: For most companies only 25 to 30% of market capitalisation is represented by tangible assets. This means that the overwhelming majority of assets are not captured in the traditional financial reporting system What do we measure? In a typical IC appraisal exercise 230 business parameters are measured, covering the following areas: Intellectual Capital Business Internal External Human Capital Recipe Structural Cap. Structural Cap. Intellectual Manage- Employ- Custo- Process Network Brand Properties ment ees mers Censere uses the proprietary IC Rating methodology developed by Intellectual Capital Sweden which provides three views of your organisation from an intellectual capital perspective to enhance traditional financial reports 1. Efficiency 2. Risk 3. Renewal and Development Present day Accounting When to do an IC Appraisal?  When you really want to get serious about providing comprehensive information to stakeholders  When you want to fully understand your organisation and improve its performance or benchmark against others  When evaluating potential acquisitions, integrating recent acquisitions or considering divestments
  9. 9. Insurance Management Our involvement in the insurance sector extends to both ensuring that our clients are adequately covered without wasting money on excess premiums and assisting in the settlement process, through: Pre-Loss or Placement Valuations Censere is able to undertake replacement/reinstatement or indemnity value assessments of buildings and machinery and equipment on behalf of either the insured party or the underwriters in order to develop sensible insurable values. This enables quicker and easier settlement in the event of a claim, ensures optimum balance between premium costs and coverage and reduces the likelihood of the average clause being invoked. Post-Loss Valuations We work with loss assessors, underwriters and insured parties to determine the extent of loss and enable prompt settlement of claims relating to fixed assets. Causation Reports Our engineers are experienced in various industry sectors and able to undertake investigations as to the cause of failure to assist in determining policy liability after a loss has occurred. Business Interruption Quantification Report Using the skills of our financial valuation experts, Censere works with the insured party or the underwriter to quantify the financial impact consequence upon an interruption of the business due to an insured peril and the increased cost of working with the view to mitigate the loss.
  10. 10. Litigation Support Censere works with both affected parties and advocates in shareholder disputes, statutory valuation situations and breach of contract cases, through: Shareholder Dispute Valuations Central to these disputes is the value of a financial interest in a business or investment project. One of Censere’s core strengths is our financial valuation capability which enables us to determine a fair, supportable value in the most demanding of situations. Quantification Reports Often, disputes relate to losses sustained as a result of failure to deliver on agreed contractual parameters. Such parameters could pertain to production outputs, completion dates, operating efficiencies or other similar measurable factors. Measuring such loss in a logical, supportable manner is key to either proving or disproving fault and/or establishing the extent of liability. Statutory Valuations Valuations are often required for tax planning, estate duty determination, local authority rating or eminent domain purposes. Censere combines its financial and technical valuation capabilities with leading real estate valuation professionals to offer comprehensive services in these areas. Expert Witness Testimony It goes without saying, but we will anyway....expert opinions generally need to be presented in person in an unbiased and professional manner. Censere has experts in many areas who have given expert witness testimony on numerous occasions.
  11. 11. Our Clients
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  13. 13. Our Clients
  14. 14. Our Contacts Singapore – Head Office Kuala Lumpur 11 Keng Cheow Street Suite 806, Level 8, Block A #03-11 Riverside Piazza Phileo Damansara I, 9 Jalan 16/11 Singapore 059608 46350 Petaling Jaya, Selangor Darul Ehsan Tel. (65) 6220 0853 Malaysia Fax. (65) 6220 2039 Tel (60-3) 7623 1018 e-mail singapore@censere.com Fax (60-3) 7666 1184 e-mail kl@censere.com Auckland Shanghai Level 27, PWC Tower Room 601, 6/F Dong Yi Building 188 Quay Street 88 Chang Shu Road Auckland Shanghai 200040 New Zealand China Tel. (64-9) 363 2903 Tel. (86-21) 6249 7358 Fax. (64-9) 363 2904 Fax. (86-21) 6249 4308 e-mail auckland@censere.com e-mail shanghai@censere.com Bangkok Sydney Level 8-9, Zuellig House Level 57, MLC Centre 1-7 Silom Road, Silom, Bangrak Martin Place Bangkok 10500 Sydney, NSW2000 Thailand Australia Tel. (66-2) 231 8485 Tel. (61-2) 9236 7313 Fax. (66-2) 935 8052 Fax. (61-2) 9236 7314 e-mail bangkok@censere.com e-mail sydney@censere.com Beijing Tokyo Unit 1104, Ocean Express Tower A Bancho M Bldg. Chaoyang District 3F, 2-8 Rokubancho Beijing 100027 Chiyoda-ku, Tokyo, 102-0085 China Japan Tel. (86-10) 8446 6199 Tel. (81-3) 5275 1065 Fax. (86-10) 8446 6311 Fax. (81-3) 5275 1066 E-mail beijing@censere.com e-mail tokyo@censere.com Hong Kong Unit B, 9/F Tower 2 Tern Centre 251 Queens Road Central Hong Kong Tel. (852) 2511 2011 Fax. (852) 2511 2005 e-mail hk@censere.com