PHS templates for offers of Debt Securities Hybrid Instruments and

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1
Appendix 1 – Debt Securities
Prepared on: [DD/MM/YY]
NAME OF OFFER
(the “Bonds”)
EXAMPLE: OFFER OF [BONDS] IN [NAME OF ISSUER] (the “Bonds”)
This Product Highlights Sheet is an important document.
 It highlights the key information and risks relating to the offer of the Bonds contained in
the [Prospectus/Offer Information Statement]. It complements the [Prospectus/Offer
Information Statement]1.
 You should not purchase the Bonds if you do not understand the nature of an investment
in [type of securities], our business or are not comfortable with the accompanying risks.
 If you wish to purchase the Bonds, you will need to make an application in the manner set
out in the [Prospectus/Offer Information Statement]. If you do not have a copy of the
[Prospectus/Offer Information Statement], please contact us to ask for one.
Issuer and
Guarantor (if
applicable)
[●]
Place of
incorporation
[●]
Issue Price and
denomination of
the Bonds
[●]
Total amount to
be raised in this
offer
[●]
Example:
S$[●] per S$[●] in principal
amount of the Bonds.
The Bonds will be issued in
registered form in
denominations of S$[●] each.
1
Example:
 Gross proceeds – S$[●] to
S$[●]
 Net proceeds – S$[●] to
S$[●]
The [Prospectus/Offer Information Statement], [registered by/lodged with] the Monetary Authority of Singapore on
[date], is available for collection at [time and place, if applicable] or accessible at [web address, if applicable].
PRODUCT HIGHLIGHTS SHEET
Prior to making a decision to purchase the Bonds, you should carefully consider all the
information contained in the [Prospectus/Offer Information Statement]. This Product Highlights
Sheet should be read in conjunction with the [Prospectus/Offer Information Statement]. You will
be subject to various risks and uncertainties, including the potential loss of your entire principal
amount invested. If you are in doubt as to investing in the Bonds, you should consult your legal,
financial, tax or other professional adviser.
2
[●]
Listing status of
Issuer and the
Bonds
[●]
Issue
Manager(s) /
Arranger(s)
[●]
Underwriter(s)
[●]
Credit rating of
Issuer/
Guarantor (if
applicable)/ the
Bonds (if any)
and Credit
Rating Agencies
Example:
Trustee / Registrar
[●]
Example:
S$[●] in aggregate principal
amount of [●]-year senior
bonds with interest of [●]%
per annum, made in two
payments each year, on
[date] and [date]. The Bonds
will have an issue date of
[date], and will mature on
[date].
Example:
 Issuer – Primary Listing on
the Mainboard of SGX-ST
since [date].
 Bonds – To be listed on the
Mainboard of SGX-ST from
[date]. Trading will be in
board lots of S$[●] in
principal amount.
The Issuer has obtained, in
respect of the Bonds, a credit
rating of [●] rating by [Name
of Credit Rating Agency].
INVESTMENT SUITABILITY
WHO IS THE INVESTMENT SUITABLE FOR?

This investment is suitable for you if you:
o [State return objectives (e.g. capital growth/income/capital preservation)
which the investment will be suitable for]
o [State if the principal will be at risk]
o [State how long investors should be prepared to hold the investment for]
o [State other key characteristics of the product which will help investors
determine whether the investment is suitable for them]
Example:
 The Bonds are only suitable for you if you:
o want regular income at a fixed rate rather than capital growth;
o want priority in payouts over share dividends in an insolvency situation;
o are prepared to lose your principal investment if we fail to repay the
amount due under the Bonds; and
o are prepared to hold your investment for the full 5 years (i.e. until maturity
of the Bonds), or to exit the Bonds only by sale in the secondary market
which may be unprofitable or impossible.
Further
Information
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
investment
suitability.
PRODUCT HIGHLIGHTS SHEET
Description of
the Bonds,
including
maturity date,
tenure, coupon
rate and
frequency of
coupon
payments
3
KEY FEATURES
Background Information on the Issuer
WHO ARE YOU INVESTING WITH?
Refer to –
[Provide a brief overview of the relevant entity or if the relevant entity is the holding
entity of a group, a brief overview of the group (the “Group”) including the nature of the
Group’s operations and principal activities, principal markets the Group competes in,
principal place of business and operational history). Provide brief information on the
relevant entity’s board of directors and key executives, and to the extent known to the
relevant entity, identify the controlling shareholder(s) of the relevant entity.]
We are engaged in the business of [principal business] in [country]. Our Company was
incorporated in [year] by our founding shareholders in [country]. We operate principally
in [country]. Our board of directors comprise the following directors:
(a)
(b)
(c)
(d)
(e)
Director A (executive, non-independent);
Director B (executive, non-independent);
Director C (non-executive, independent);
Director D (non-executive, independent); and
Director E (non-executive, independent).
Our key executives are [names and designations of executive officers].
Our controlling shareholders are [names of controlling shareholders] who hold [●]%
and [●]% respectively of the Company.
WHAT ARE YOU INVESTING IN?
[State key features of the debentures offered, including, where applicable, (a) where
the debentures are offered at a discount or premium, the face value of the debentures;
(b) yield, redemption prices, interest rates; (c) dates of payment of interest and
repayment of principal amount; (d) arrangements for redemption of the debentures e.g.
whether at the option of debentures holder; (e) description of any subordination or
seniority of the debentures to other debts of the relevant entity; (f) particulars of any
security, guarantee or commitment intended to ensure that the issue will be duly
serviced with regard to both the principal sum and interest payable on the debentures;
(g) significant covenants; (h) where the debentures will not be listed and traded on a
securities exchange, information on how and when investors may exit their
investments; and (i) any other pertinent information which should be highlighted to
investors. Description of these features should be presented using diagrams (e.g.
tables, graphs and charts) where appropriate.]
 “[relevant
section]” on
page(s) [●] of
the
[Prospectus/Of
fer Information
Statement] for
more
information on
our directors,
key executives
and controlling
shareholder(s)
 “[relevant
section]” on
page(s) [●] of
the
[Prospectus/Of
fer Information
Statement] for
more
information on
our [Bonds].
PRODUCT HIGHLIGHTS SHEET
Example:
 “[relevant
section]” on
page(s) [●] of
the
[Prospectus/Of
fer Information
Statement] for
more
information on
our business.
4
Example:
We are offering up to S$[●] million in aggregate principal amount of Bonds to the
public in Singapore. The issue price is S$[●] per S$[●] in principal amount of the
Bonds. You will receive interests from [issue date] to [maturity date] at a rate of [●]%
per annum, made in two payments on [date] and [date] each year.
The Bonds are not secured by any underlying assets and ranks above our other
unsecured debt (other than debt prioritised by law). You will have the same rights as
our other debt obligations of the same class issued by us. We have previously issued
S$[●] of [●]% debt obligations of the same class as the Bonds on [date].
Key Financial Information
[Provide key profit and loss data (including net sales or revenue, profit or loss before
tax, net profit or loss, and earnings or loss per share before and after the offer) and
cash flows data (cash flows from operating, financing and investing activities) of the
relevant entity in respect of each of the relevant number of most recent completed
financial year(s) and any subsequent interim period for which financial information has
been included in the Prospectus or Offer Information Statement. Briefly discuss the
most significant factors, events or new developments which materially affected the
relevant entity’s sales or revenue, expenses and profit or loss before tax for each
financial period.
Provide key balance sheet data (including total assets, total liabilities, net assets or
liabilities and issued capital and reserves) as at the end of the most recent completed
financial year or any subsequent interim period for which financial information has
been included. In addition, include the profit forecast or profit estimate information if a
profit forecast or profit estimate is disclosed in the Prospectus or Offer Information
Statement. Key financial information should be presented using diagrams (e.g. tables,
graphs and charts) where appropriate.]
Example:
Key profit and loss information
Year ended 31 December
[Year]
[Year]
S$(‘000)
S$(‘000)
[●]
Net revenue
[●]
Profit/ (loss)
before tax
Profit/ (loss) after
tax
Profit/ (loss) after
tax including
discontinued
operations
[●]
[●]
[●]
[●]
[●]
[●]
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
our financial
performance.
PRODUCT HIGHLIGHTS SHEET
The Bonds contain a covenant constraining us from declaring or paying dividends or
making any other payments or distributions.
5
Earnings/ (loss)
per share – Basic
Earnings/ (loss)
per share
Adjusted (after
close of offer)
[●]
[●]
[●]
[●]
Key cash flows information
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
Key balance sheet information
Total assets
Total liabilities
Net assets/(liabilities)
[●]
[●]
[●]
Year ended 31 December
[Year]
[Year]
S$(‘000)
S$(‘000)
[●]
[●]
[●]
The most significant factors contributing to our financial performance over the last two
completed financial years are as follows:




Our revenue for [year] increased by S$[●] million ([●]%) due to an increase in
sales volume contributed by our introduction of our new product in [year].
Our net profit from operations in [year] was S$[●] million, which is [●]% higher
than our net profit from operations of S$[●] million in [year]. This was mainly
attributable to lower finance costs of S$[●] million due to lower interest rates
and lower loan principals.
Our net cash generated from operating activities decreased by S$[●] million
from S$[●] million in [year] to S$[●] million in [year] due to an increase in credit
sales that contributed to an increase in trade receivables of S$[●] million from
S$[●] million in [year] to S$[●] million in [year].
Our net assets increased by S$[●] million from S$[●] million in [year] to S$[●]
million in [year] mainly due to the S$[●] million increase in inventories for our
new product introduced in [year].
The above factors are not the only factors contributing to our financial
performance in FY[●] and FY[●]. Please refer to the other factors set out in
pages [●] to [●] of the prospectus / offer information statement.
PRODUCT HIGHLIGHTS SHEET
Net cash generated from
operating activities
Net cash used in investing
activities
Net cash generated from
financing activities
Net increase/(decrease) in
cash and cash
equivalents
Cash and cash
equivalents at end of
year/period
Year ended 31 December
[Year]
[Year]
S$(‘000)
S$(‘000)
[●]
6
Trends, Uncertainties, Demands, Commitments or Events Reasonably Likely to have a
Material Effect
[Briefly discuss, for at least the current financial year, the relevant entity’s business
and financial prospects, as well as any other known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on the net
sales or revenues, profitability, liquidity or capital resources, or that would cause
financial information disclosed in the prospectus or offer information statement to be
not necessarily indicative of the future operating results or financial condition of the
relevant entity. If there are no such trends, uncertainties, demands, commitments or
events, provide an appropriate statement to that effect.]
For the current financial year, our Directors have observed the following trends,
uncertainties, demands, commitments or events that are reasonably likely to have a
material effect on the net sales or revenues, profitability, liquidity or capital resources
of the Group, or that would cause financial information disclosed in the prospectus to
be not necessarily indicative of the future operating results or financial condition of the
Group −
(a) the demand for [activity] has increased with the recent growth [country]’s
economy. We expect our revenue from our [business segment] to increase in
line with the increase in [activity]; and
(b) we expect the upward trend in [activity] to have a positive impact on the
demand for our [service].
Operating costs are also expected to increase together with the increase in the level of
[activity].
The above are not the only trends, uncertainties, demands, commitments or
events that could affect us. Please refer to the other factors set out in pages [●]
to [●] of the prospectus.
Use of Proceeds
[Provide information on how the proceeds raised from the offer will be allocated to
each principal intended use. Information on the use of proceeds should be presented
using diagrams (e.g. tables, graphs and charts) where appropriate.]
Example:
The net proceeds to be raised in the offer (after deducting estimated expenses to be
borne by us) are S$[●]. The following represents our estimate of the allocation of the
gross proceeds expected to be raised from the offer:
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
use of proceeds.
PRODUCT HIGHLIGHTS SHEET
Example:
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
trends and
prospects.
7
S$ (million)
-
Allocation for each
S$1.00 of gross
proceeds raised
-
(a) Expansion of business
[●]
[●]
(b) Working capital and general
corporate purposes
[●]
[●]
(2) Estimated listing expenses
[●]
[●]
Total
[●]
1.00
Details of utilisation
(1) Net proceeds:
WHAT ARE THE KEY RISKS OF THIS INVESTMENT?
[Set out the key risks which had materially affected or could materially affect the
relevant entity’s business operations, financial position and results, and the investor’s
investment in the debentures if they occur. If a particular risk falls into multiple
categories below, it is sufficient to include the risk under one category. There is no
need to repeat the risk in more than one category. Securities-specific market risks or
liquidity risks should be included under the market or liquidity risks section
respectively. Where there is a risk that an investor may lose all of his initial principal
investment, emphasise this with bold or italicised formatting.]
Investing in the Bonds involves substantial risks. Set out below are some of the
key risks of investing in the Bonds. This list is not exhaustive, and does not
represent all the risks associated with, and considerations relevant to, the
Bonds or your decision to purchase the Bonds. Please refer to the section "Risk
Factors" on pages [●] to [●] of the [Prospectus/Offer Information Statement] for
more information on risk factors. These risk factors may cause you to lose some
or all of your investment.
Business-Related Risks
[State the material business-related risks which may affect the investor’s investment in
the debentures e.g. risks relating to the industries within which the relevant entity
operates, any significant supplier or customer relationships, the relevant entity’s
properties, assets or equipment, distribution channels, material contracts, key
personnel, intellectual property, corporate structure, financing, environmental
concerns, competition, etc.]
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
risks factors.
PRODUCT HIGHLIGHTS SHEET
KEY RISKS
8
Example:



Legal, Regulatory and Enforcement Risks
[State the material legal, regulatory and enforcement risks which may affect the
investor’s investment in the debentures, e.g. any litigation which may have material
impact on the relevant entity, or legal or regulatory issues faced by the relevant entity
etc.]
Example:

We are appealing to [name of authority] on a ruling against our Company
regarding a tax dispute between the [inland revenue authority of country] and
our Company from our operations in [country]. In the event that our appeal is
not successful, we may be potentially liable to a fine of up to S$[●] which could
materially and adversely affect our business and results of operations.
Market and Credit Risks
[State the market risks (including currency risks) and credit risks which may affect the
traded price of the debentures]
Example:


The Bonds are subject to interest rate risk as the Bonds bear a fixed rate of
interest. Subsequent changes in market interest rates may adversely impact
the value of the Bonds. Generally, bond prices are inversely related to interest
rate movements. A rise in interest rates could see a fall in bond prices.
We may issue additional bonds with identical terms that may adversely affect
the market price of the Bonds.
Liquidity Risks
[State the risks that an investor would face in trying to exit his investment in the
debentures.]
PRODUCT HIGHLIGHTS SHEET
We compete against numerous businesses in our industry that may be larger
and have greater financial resources. Our ability to compete effectively
depends on several factors, including our market presence, our reputation, our
competitors, and general trends in the industry and economy. There is no
assurance that we can compete successfully.
A substantial proportion of our revenue is derived from several major
customers. Our financial results may be seriously impacted if we lose any of
these customers or they reduce their volume of business with us.
As we are a holding company that conducts substantially all of our business
through our operating subsidiaries in [country], we rely on dividends paid by
our subsidiaries for our cash needs. Any restrictions on our subsidiaries’
ability to make payments to us would adversely affect our ability to fund and
operate our business.
9
Example:

There is no prior market for the Bonds and an active trading market may not
develop. In addition, bonds generally have lower liquidity as compared to
equity securities. While an application has been made for admission to trade
the Bonds on the SGX-ST, there can be no assurance that a liquid market will
develop for the Bonds and that you will be able to sell the Bonds at a price that
reflects their value, if at all.
Other Pertinent Risks
Example:

We may elect to pre-pay the Bonds before the maturity date for tax reasons in
the amount of 100% of the principal plus any accrued interest. You may not
realise interest payments extending to the maturity date.
DEFINITIONS
[Provide definitions if necessary.]
CONTACT INFORMATION
HOW DO YOU CONTACT US?
[Provide contact details of Issuer, distributor(s)/underwriter(s) and/or issue manager(s) whom investors
can contact if they have enquiries. Include a website address and email address, if appropriate.]
PRODUCT HIGHLIGHTS SHEET
[State any other pertinent risks that have not been highlighted in the foregoing
sections.]
1
Appendix 2 – Hybrid Instruments
Prepared on: [DD/MM/YY]
NAME OF OFFER
(the “Securities”)
EXAMPLE: OFFER OF [CONVERTIBLE BONDS] IN [NAME OF ISSUER] (the “Bonds”)1
This Product Highlights Sheet is an important document.
 It highlights the key information and risks relating to the offer of the Securities contained
in the [Prospectus/Offer Information Statement]. It complements the [Prospectus/Offer
Information Statement]2.
 You should not purchase the Securities if you do not understand the nature of an
investment in [type of securities], our business or are not comfortable with the
accompanying risks.
 If you wish to purchase the Securities, you will need to make an application in the manner
set out in the [Prospectus/Offer Information Statement]. If you do not have a copy of the
[Prospectus/Offer Information Statement], please contact us to ask for one.
Issuer and
Guarantor (if
applicable)
[●]
Place of
incorporation
[●]
Issue Price and
denomination of
the Securities
[●]
Total amount to
be raised in this
offer
[●]
Listing status of
Issuer and the
Securities
[●]
Example:
S$[●] per S$[●] in principal
amount for the Bonds.
The Bonds will be issued in
registered form in
denominations of S$[●] each.
Description of
the Securities
[●]
Example:
S$[●] in aggregate principal
1
Example:
 Gross proceeds – S$[●] to
S$[●]
 Net proceeds – S$[●] to
S$[●]
Example:
 Issuer - Primary Listing on
[Note to issuers and professional advisers: Please note that the examples in this template are based on an offer of
convertible bonds (the “Bonds”) only. You should consider making appropriate modifications to the disclosures in the
Product Highlights Sheet based on the features of the specific type of securities (e.g. convertible bonds, preference
shares or perpetual securities) being offered.]
2 The [Prospectus/Offer Information Statement], [registered by/lodged with] the Monetary Authority of Singapore on
[date], is available for collection at [time and place, if applicable] or accessible at [web address, if applicable].
PRODUCT HIGHLIGHTS SHEET
Prior to making a decision to purchase the Securities, you should carefully consider all the
information contained in the [Prospectus/Offer Information Statement]. This Product Highlights
Sheet should be read in conjunction with the [Prospectus/Offer Information Statement]. 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 Securities, you should consult your
legal, financial, tax or other professional adviser.
2
amount of [●]-year
convertible bonds with
interest of [●]% per annum,
made in two payments each
year on [date] and [date].
The Bonds will have an issue
date of [date], and will
mature on [date].
the Mainboard of SGX-ST
since [date].
 Bonds – To be listed on the
Mainboard of SGX-ST from
[date]. Trading will be in
board lots of S$[●] in
principal amount.
Issue
Manager(s) /
Arranger(s)
[●]
Credit rating of
Issuer/
Guarantor (if
applicable)/ the
Securities (if
any) and Credit
Rating Agencies
[To include credit rating if
applicable to the Securities.]
Trustee (if
applicable) /
Registrar
[●]
Underwriter(s)
PRODUCT HIGHLIGHTS SHEET
The Bonds may be converted
into ordinary shares in our
Company (“Shares”) at the
holder’s option at the ratio of
[●] ordinary shares per Bond
and at the initial conversion
price of S$[●] per Share.
[●]
Example:
The Issuer has obtained, in
respect of the Bonds, a credit
rating of [●] rating by [Name
of Credit Rating Agency].
INVESTMENT SUITABILITY
WHO IS THE INVESTMENT SUITABLE FOR?

This investment is only suitable for you if you:
o [State return objectives (e.g. capital growth/income/capital preservation)
which the investment will be suitable for]
o [State if the principal will be at risk]
o [State how long investors should be prepared to hold the investment for,
and highlight any features on coupon-deferrals or cumulative features]
o [State other key characteristics of the product which will help investors
determine whether the investment is suitable for them]
Further
Information
Refer to the
“[relevant
section]” on
page(s) [●] of
the
3
Example:
 The Bonds are only suitable for you if you:
o are comfortable investing in securities that have features of fixed income
securities but are not plain vanilla bonds;
o want regular income at a fixed rate with an option to seek dividends and
capital growth;
o are prepared for lower interest payments compared to non-convertible
debentures with similar features; and
o are prepared to lose your principal investment if we fail to repay the
amount due under the Bonds and the Bonds are not traded on any market,
or lose a substantial amount of your principal investment if you sell the
Bonds in a secondary market at a discount.
[Prospectus/Off
er Information
Statement] for
more
information on
investment
suitability.
WHO ARE YOU INVESTING IN?
[Provide a brief overview of the relevant entity or if the relevant entity is the holding
entity of a group, a brief overview of the group (the “Group”), including the nature of
the Group’s operations and principal activities, principal markets the Group competes
in, principal place of operations and operational history. Provide brief information on
the relevant entity’s board of directors and key executive officers, their respective track
record, qualifications, areas of expertise or responsibility, and to the extent known to
the relevant entity, identify the controlling shareholder(s) of the relevant entity.
Refer to –
 “[relevant
section]” on
page(s) [●] of
the
[Prospectus/Of
fer Information
Statement] for
more
information on
our business.
Example:
We are engaged in the business of [principal business] in [country]. Our Company was
incorporated in [year] by our founding shareholders in [country]. We operate principally
in [country]. Our board of directors comprise the following directors:
(a)
(b)
(c)
(d)
(e)
Director A (executive, non-independent);
Director B (executive, non-independent);
Director C (non-executive, independent);
Director D (non-executive, independent); and
Director E (non-executive, independent).
Our key executive officers are [names and designations of executive officers].
 “[relevant
section]” on
page(s) [●] of
the
[Prospectus/Of
fer Information
Statement] for
more
information on
our directors,
key executives
and controlling
shareholders.
Our controlling shareholders are [names of controlling shareholders] who hold [●]%
and [●]% respectively of the Company.
Key Features of the Securities
WHAT ARE YOU INVESTING IN?
[State key features of the Securities offered including, where applicable, (a) the face
value, and the discount/premium the Securities are offered at; (b) yield, redemption
Refer to the
“[relevant
section]” on
page(s) [●] of
PRODUCT HIGHLIGHTS SHEET
KEY FEATURES
Background information on the Issuer
4
prices, interest rates; (c) dates of payment of interest and repayment of principal
amount; (d) arrangements for redemption of the Securities e.g. whether at the option of
holder of the Securities; (e) description of any subordination or seniority of the
Securities to other debts of the relevant entity; (f) particulars of any security, guarantee
or commitment intended to ensure that the issue will be duly serviced with regard to
both the principal sum and interest payable on the Securities; (g) significant covenants;
(h) where the Securities will not be listed and traded on a securities exchange,
information on how and when investors may exit their investments; and (i) any other
pertinent information which should be highlighted to investors. Description of these
features should be presented using diagrams (e.g. tables, graphs and charts) where
appropriate.
the
[Prospectus/Off
er Information
Statement] for
more
information on
our Securities.
PRODUCT HIGHLIGHTS SHEET
Where the Securities offered are convertible into or exchangeable for other securities,
or include attached rights to obtain other securities, describe the type and class of
these other securities, including the rights attached to these other securities and any
restrictions on the free transferability of these other securities.]
Example:
Key Information on Bonds Offered
We are offering up to S$[●] million in aggregated principal amount of Bonds to the
public in Singapore. . The issue price is S$[●] per S$[●] in principal amount of the
Bonds. You will receive interest payments of [●]% per annum, made in two payments
on [date] and [date] each year. The principal amount invested will be repaid to you on
[maturity date], unless the Bonds are redeemed early at the option of the Company if
[event] or [event] occurs.
The Bonds are convertible into Shares at your option, at any time up to and including
the maturity date, at the ratio of [●] Shares per Bond and at the initial conversion price
of S$[●] per Share. The conversion price may be adjusted from time to time under the
following circumstances [list of circumstances].
We have only one class of shares, and the Shares will have the same rights as our
other existing issued and paid-up shares, including voting rights. Shareholders will be
entitled to all rights attached to their Shares in proportion to their shareholding, such as
any cash dividends declared by the Company and any distribution of assets upon
liquidation of the Company. We have not paid dividends in the past and we do not
expect to pay dividends in the foreseeable future. There are no restrictions on the
transferability of the Shares.
Key Financial Information
[Provide key profit and loss data (including net sales or revenue, profit or loss before
tax, net profit or loss, and earnings or loss per share before and after the offer) and
cash flows data (cash flows from operating, financing and investing cash flows) of the
relevant entity in respect of each of the relevant number of most recent completed
financial year(s) and any subsequent interim period for which financial information has
been included in the Prospectus or Offer Information Statement. Briefly discuss the
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
5
most significant factors, events or new developments which materially affected the
relevant entity’s sales or revenue, expenses and profit or loss before tax for each
financial period.
Provide key balance sheet data (including total assets, total liabilities, net assets or
liabilities and issued capital and reserves) as at the end of the most recent completed
financial year or any subsequent interim period for which financial information has
been included. In addition, include selected profit forecast or profit estimate information
if a profit forecast or profit estimate is disclosed in the Prospectus or Offer Information
Statement. Key financial information should be presented using diagrams (e.g. tables,
graphs and charts) where appropriate.]
Key profit and loss information
Year ended 31 December
[Year]
[Year]
S$(‘000)
S$(‘000)
[●]
Net revenue
[●]
Profit/ (loss)
before tax
Profit/ (loss) after
tax
Profit/ (loss) after
tax including
discontinued
operations
Earnings/ (loss)
per share – Basic
Earnings/ (loss)
per share - Diluted
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
Key cash flows information
Net cash generated from
operating activities
Net cash used in investing
activities
Net cash generated from
financing activities
Net increase/(decrease) in
cash and cash
equivalents
Cash and cash
equivalents at end of
year/period
[●]
Year ended 31 December
[Year]
[Year]
S$(‘000)
S$(‘000)
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
PRODUCT HIGHLIGHTS SHEET
Example:
er Information
Statement] for
more
information on
our financial
performance.
6
Key balance sheet information
Total assets
Total liabilities
Net assets/(liabilities)
[●]
[●]
[●]
Year ended 31 December
[Year]
[Year]
S$(‘000)
S$(‘000)
[●]
[●]
[●]
 Our revenue for [year] increased by S$[●] million ([●]%) due to an increase in
sales volume contributed by our introduction of our new product in [year].
 Our net profit from operations in [year] was S$[●] million, which is [●]% higher
than our net profit from operations of S$[●] million in [year]. This was mainly
attributable to lower finance costs of S$[●] million due to lower interest rates and
lower loan principals.
 Our net cash generated from operating activities decreased by S$[●] million
from S$[●] million in [year] to S$[●] million in [year] due to an increase in credit
sales that contributed to an increase in trade receivables of S$[●] million from
S$[●] million in [year] to S$[●] million in [year].
 Our net assets increased by S$[●] million from S$[●] million in [year] to S$[●]
million in [year] mainly due to the S$[●] million increase in inventories for our
new product introduced in [year].
The above factors are not the only factors contributing to our financial
performance in FY [●] and FY [●]. Please refer to the other factors set out in
pages [●] to [●] of the prospectus / offer information statement.
Business Strategies and Future Plans
[Briefly discuss the relevant entity’s or Group’s (if applicable) key strategies and future
plans for generating income or capital growth for investors.]
Example:
We have a well-established brand name in [country] and we are recognised as the
leading manufacturing company of [principal business] in [country]. We have a strong
management team with over 20 years of experience in the industry and the
management team has contributed significantly to our Company’s growth and
expansion since our incorporation in [year]. We aim to strengthen our position in this
industry and region by expanding our operations to [names of countries] in the next 3
years.
We have also recently started a joint venture with [name of company] to enter into the
[secondary business] market. We believe that there is a growing market for [secondary
business] in [country] given the changing lifestyles of consumers in [country].
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
our strengths,
strategies and
future plans.
PRODUCT HIGHLIGHTS SHEET
The most significant factors contributing to our financial performance over the last two
completed financial years are as follows:
7
Trends, Uncertainties, Demands, Commitments or Events Reasonably Likely to have a
Material Effect
Example:
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
trends and
prospects.
For the current financial year, our Directors have observed the following trends,
uncertainties, demands, commitments or events that are reasonably likely to have a
material effect on the net sales or revenues, profitability, liquidity or capital resources
of the Group, or that would cause financial information disclosed in the prospectus to
be not necessarily indicative of the future operating results or financial condition of the
Group−
(c) the demand for [activity] has increased with the recent growth [country]’s
economy. We expect our revenue from our [business segment] to increase in
line with the increase in [activity]; and
(d) we expect the upward trend in [activity] to have a positive impact on the
demand for our [service].
Operating costs are also expected to increase together with the increase in the level of
[activity].
The above are not the only trends, uncertainties, demands, commitments or
events that could affect us. Please refer to the other factors set out in pages [●]
to [●] of the prospectus.
Use of Proceeds
[Provide information on how the proceeds raised from the offer will be allocated to
each principal intended use. Information on the use of proceeds should be presented
using diagrams (e.g. tables, graphs and charts) where appropriate.]
Example:
The net proceeds to be raised in the offer (after deducting estimated expenses to be
borne by us) are S$[●]. The following represents our estimate of the allocation of the
gross proceeds expected to be raised from the offer:
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
use of proceeds.
PRODUCT HIGHLIGHTS SHEET
[Briefly discuss, for at least the current financial year, the relevant entity’s business
and financial prospects, as well as any other known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on the net
sales or revenues, profitability, liquidity or capital resources, or that would cause
financial information disclosed in the prospectus or offer information statements to be
not necessarily indicative of the future operating results or financial condition of the
relevant entity. If there are no such trends, uncertainties, demands, commitments or
events, provide an appropriate statement to that effect.]
8
(a) Expansion of business
[●]
[●]
(b) Working capital and
general corporate purposes
[●]
[●]
(2) Estimated listing expenses
[●]
[●]
Total
[●]
1.00
Details of utilisation
(1) Net proceeds:
KEY RISKS
WHAT ARE THE KEY RISKS OF THIS INVESTMENT?
[Set out the key risks which had materially affected or could materially affect the
relevant entity’s business operations, financial position and results, and/or the
investor’s investment in the Securities if they occur. If a particular risk falls into multiple
categories below, it is sufficient to include the risk under one category. There is no
need to repeat the risk in more than one category. Securities-specific market or
liquidity risks should be included under the market or liquidity risks section
respectively. Where there is a risk that an investor may lose all of his initial principal
investment, emphasise this with bold or italicised formatting.]
Investing in the Securities involves substantial risks. Set out below are some of
the key risks of investing in the Securities. This list is not exhaustive, and does
not represent all the risks associated with, and considerations relevant to, the
Securities or your decision to purchase the Securities. Please refer to the
section "Risk Factors" on pages [●] to [●] of the [Prospectus/Offer Information
Statement] for more information on risk factors. These risk factors may cause
you to lose some or all of your investment.
Business-Related Risks
[State the material business-related risks which may affect the investor’s investment in
the Securities e.g. risks relating to the industries within which the relevant entity
operates, any significant supplier or customer relationships, the relevant entity’s
properties, assets or equipment, distribution channels, material contracts, key
personnel, intellectual property, corporate structure, financing, environmental
concerns, competition, etc.]
Example:

We compete against numerous businesses in our industry that may be larger
Refer to the
“[relevant
section]” on
page(s) [●] of
the
[Prospectus/Off
er Information
Statement] for
more
information on
risks factors.
PRODUCT HIGHLIGHTS SHEET
S$ (million)
-
Allocation for each
S$1.00 of gross
proceeds raised
-
9


and have greater financial resources. Our ability to compete effectively
depends on several factors, including our market presence, our reputation, our
competitors, and general trends in the industry and economy. There is no
assurance that we can compete successfully.
A substantial proportion of our revenue is derived from several major
customers. Our financial results may be seriously impacted if we lose any of
these customers or they reduce their volume of business with us.
As we are a holding company that conducts substantially all of our business
through our operating subsidiaries in [country], we rely on dividends paid by
our subsidiaries for our cash needs. Any restrictions on our subsidiaries’
ability to make payments to us would adversely affect our ability to fund and
operate our business.
[State the material legal, regulatory and enforcement risks which may affect the
investor’s investment in the Securities, e.g. any litigation which may have material
impact on the relevant entity, or legal or regulatory issues faced by the relevant entity
etc.]
Example:

We are appealing to [name of authority] on a ruling against our Company
regarding a tax dispute between the [inland revenue authority of country] and
our Company from our operations in [country]. In the event that the appeal is
not successful, we may be potentially liable to a fine of up to S$[●] which could
materially and adversely affect our business and results of operations.
Market and Credit Risks
[State the market risks (including currency risks) and credit risks which may affect the
traded price of the Securities.]
Example:


The Bonds are subject to interest rate risk as the Bonds bear a fixed rate of
interest. Subsequent changes in market interest rates may adversely impact
the value of the Bonds. Generally, bond prices are inversely related to interest
rate movements. A rise in interest rates could see a fall in bond prices.
We may issue additional convertible bonds with identical terms that may
adversely affect the market price of the Bonds.
Liquidity Risks
[State the risks that an investor would face in trying to exit his investment in the
Securities.]
Example:

There is no prior market for the Bonds and an active trading market may not
PRODUCT HIGHLIGHTS SHEET
Legal, Regulatory and Enforcement Risks
10
develop. In addition, bonds generally have lower liquidity as compared to
equity securities. While an application has been made for admission to trade
the Bonds on the SGX-ST, there can be no assurance that a liquid market will
develop for the Bonds and that you will be able to sell their Bonds at a price
that reflects their value, if at all.
Other Pertinent Risks
[State any other pertinent risks that have not been highlighted in the foregoing
sections.]
Example:
We may elect to pre-pay the Bonds before the maturity date for tax reasons in
the amount of 100% of the principal plus any accrued interest. You may not
realise interest payments extending to the maturity date.
DEFINITIONS
[Provide definitions if necessary.]
CONTACT INFORMATION
HOW DO YOU CONTACT US?
[Provide contact details of Issuer, distributor(s)/underwriter(s) and/or issue manager(s) whom investors
can contact if they have enquiries. Include a website address and email address, if appropriate.]
PRODUCT HIGHLIGHTS SHEET

1
Appendix 3 – Equity Securities
Prepared on: [DD/MM/YY]
NAME OF OFFER
(the “Securities”)
EXAMPLE: OFFER OF [ORDINARY SHARES] IN [NAME OF ISSUER] (“the “Securities”)1
This Product Highlights Sheet is an important document.
 It highlights the key information and risks relating to the offer of the Securities contained
in the Prospectus. It complements the Prospectus2.
 You should not purchase the Securities if you do not understand the nature of an
investment in [type of securities], our business or are not comfortable with the
accompanying risks.
 If you wish to purchase the Securities, you will need to make an application in the manner
set out in the Prospectus. If you do not have a copy of the Prospectus, please contact us
to ask for one.
Issuer / Manager
/ Trustee /
TrusteeManager /
Sponsor (where
applicable)
[●]
Place of
incorporation
[●]
Details of this
offer
[●]
Total amount to be
raised in this offer
[●]
Example:
Total number of Shares to
be offered – [●]
Placement – [●] Shares
Example:
 Gross proceeds – S$[●] to
S$[●]
 Net proceeds – S$[●] to
S$[●]
Public offering – [●] Shares
1
[Note to issuers and professional advisers: Please note that the examples in this template are based on an offer of
ordinary shares (the “Securities”) only (other than in the section on “What are the Fees and Charges payable to the
[Trustee-manager/responsible person] that may affect us and your investment in our securities?”). You should
consider making appropriate modifications to the disclosures in the Product Highlights Sheet based on the features of
the specific type of securities (e.g. ordinary shares, units of a business trust or units of a real estate investment trust)
being offered.]
2 The Prospectus, [registered by/lodged with] the Monetary Authority of Singapore on [date], is available for collection
at [time and place, if applicable] or accessible at [web address, if applicable].
PRODUCT HIGHLIGHTS SHEET
Prior to making a decision to purchase the Securities, you should carefully consider all the
information contained in the Prospectus. This Product Highlights Sheet should be read in
conjunction with the Prospectus. 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 Securities, you should consult your legal, financial, tax or other professional adviser.
2
Issue Price
[●]
Example:
S$[●] for each Share
[●]
[●]
Underwriter(s)
[●]
Example:
Application for primary listing
on the Mainboard of SGX-ST
submitted on [date], the
Shares are expected to be
listed on [date].
OVERVIEW
WHO ARE WE AND WHAT DO WE DO?
[Provide an overview of the Issuer and its subsidiaries (the “Group”), including the
Group’s nature of operations and principal activities, principal markets the Group
competes in, principal place of operations and operational history. If the Issuer is a real
estate investment trust (“REIT”) or a business trust (“BT”), provide a summary of the
Issuer’s portfolio of assets, including the valuation amount with and without income
support yield enhancement arrangements (if applicable). Information should be
presented using diagrams (e.g. tables, graphs and charts) where appropriate.]
Example:
We are engaged in the business of [principal business] in [country]. We were
incorporated in [country] on [date] under the name of [name of company] (and together
with our subsidiaries, referred to as the “Group”). On [date], we acquired all of the
ordinary share capital of [name of subsidiaries]. Since our acquisition of [name of
subsidiaries], we have been a major supplier of [principal business] in [country]. Our
subsidiaries, [subsidiary X], [subsidiary Y] and [subsidiary Z] are responsible for design
and manufacturing of our products in [country X], [country Y] and [country Z]
respectively.
Further
Information
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
our background
and business.
The structure of our Group as at the date of this prospectus is as follows:
[structure chart]
WHO ARE OUR DIRECTORS AND KEY EXECUTIVES?
[Provide brief information on the Issuer’s board of directors and key executives (i.e.
CEO, CFO, COO). In respect of REITs and BTs, the reference above to the Issuer
shall be read as a reference to the Manager and the Trustee-Manager respectively.]
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
PRODUCT HIGHLIGHTS SHEET
Issue
Manager(s)
Listing status of
Issuer and the
Securities
3
Example:
Our board of directors comprise the following directors:
(a)
(b)
(c)
(d)
(e)
information on
our directors
and
management.
Director A (executive, non-independent)
Director B (executive, non-independent)
Director C (non-executive, independent)
Director D (non-executive, independent)
Director E (non-executive, independent)
Our key executives are [names and designations of executive officers].
WHO ARE OUR CONTROLLING [SHAREHOLDERS/UNITHOLDERS] AND [SPONSORS (IF
RELEVANT)]?
[Identify the controlling shareholder(s)/controlling unitholder(s) and sponsors (if
relevant) of the Issuer, and state the percentage of shares/units of each class in which
each controlling shareholder/controlling unitholder and sponsors (if relevant) has an
interest, whether direct or deemed, as of the latest practicable date and immediately
after the offer.]
Example:
Prior to the IPO, [controlling shareholder] holds [●]% of our Company’s total issued
share capital. He is expected to hold at least [●]% of our Company post-IPO and to
remain as a controlling shareholder.
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
our controlling
[shareholders/
unitholders].
HOW WAS OUR HISTORICAL FINANCIAL PERFORMANCE AND WHAT IS OUR CURRENT
FINANCIAL POSITION?
[Provide key profit and loss data (including net sales or revenue, profit or loss before
tax, net profit or loss, and earnings or loss per share before and after the offer) and
cash flows data (cash flows from operating, financing and investing activities) of the
Issuer in respect of each of the relevant number of most recent completed financial
year(s) and any subsequent interim period for which financial information has been
included in the Prospectus. Briefly discuss the most significant factors, events or new
developments which materially affected the Issuer’s sales or revenue, expenses and
profit or loss before tax for each financial period.
Provide also key balance sheet data (including total assets, total liabilities, net assets
or liabilities and issued capital and reserves) as at the end of the most recent
completed financial year or any subsequent interim period for which financial
information has been included. In addition, include the profit forecast or profit estimate
information if a profit forecast or profit estimate is disclosed in the Prospectus. Key
financial information should be presented using diagrams (e.g. tables, graphs and
charts) where appropriate. For REITs and BTs with no historical financial performance,
pro forma financial information may be provided.
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
our financial
performance
and position.
PRODUCT HIGHLIGHTS SHEET
[Name of chairman] has been our Company’s chairman since [date].
4
Example:
Key profit and loss information
Year ended 31 December
[Year]
[Year]
[Year]
S$(‘000)
S$(‘000)
S$(‘000)
Net revenue
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
Key cash flows information
Net cash generated from
operating activities
Net cash used in investing
activities
Net cash generated from
financing activities
Net increase/(decrease) in
cash and cash
equivalents
Cash and cash
equivalents at end of
year/period
[●]
Year ended 31 December
[Year]
[Year]
S$(‘000)
S$(‘000)
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
Key balance sheet information
Total assets
Total liabilities
Net assets/(liabilities)
[●]
[●]
[●]
Year ended 31 December
[Year]
[Year]
S$(‘000)
S$(‘000)
[●]
[●]
[●]
The most significant factors contributing to our financial performance over the last two
completed financial years are as follows:
PRODUCT HIGHLIGHTS SHEET
Profit/ (loss)
before tax
Profit/ (loss)
after tax
Profit/ (loss)
after tax
including
discontinued
operations
Earnings/
(loss) per
share– Basic
Earnings/
(loss) per
share - Diluted
Forecasted profit
[Year]
S$(‘000)
[●]
5




The above factors are not the only factors contributing to our financial
performance in FY[●] and FY[●]. Please refer to the other factors set out in
pages [●] to [●] of the prospectus.
INVESTMENT HIGHLIGHTS
WHAT ARE OUR BUSINESS STRATEGIES AND FUTURE PLANS?
[Briefly describe the Issuer’s or the Group’s (as the case may be) key strategies and
future plans for the development of its business]
Example:
Key Strategies and Future Plans
We have a well-established brand name in [country] and we are recognised as the
leading manufacturing company of [principal business] in [country]. We have a strong
management team with over 20 years of experience in the industry and the
management team has contributed significantly to our Company’s growth and
expansion since our incorporation in [year]. We aim to strengthen our position in this
industry and region by expanding our operations to [names of countries] in the next 3
years.
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
our strategies
and future
plans.
We have also recently started a joint venture with [name of company] to enter into the
[secondary business] market. We believe that there is a growing market for [secondary
business] in [country] given the changing lifestyles of consumers in [country].
WHAT ARE THE KEY TRENDS, UNCERTANTIES, DEMANDS, COMMITMENTS OR EVENTS
WHICH ARE REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON US?
[Where applicable, briefly discuss, for at least the current financial year, the Issuer’s or
the Group’s (as the case may be) business and financial prospects, any significant
recent trends in production, sales and inventory, and in the costs and selling prices of
products and services, as well as any other known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on the net
sales or revenues, profitability, liquidity or capital resources, or that would cause
financial information disclosed in the prospectus to be not necessarily indicative of the
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
PRODUCT HIGHLIGHTS SHEET
Our revenue for [year] increased by S$[●] million ([●]%) due to an increase in
sales volume contributed by our introduction of our new product in [year].
Our net profit from operations in [year] was S$[●] million, which is [●]% higher
than our net profit from operations of S$[●] million in [year]. This was mainly
attributable to lower finance costs of S$[●] million due to lower interest rates
and lower loan principals.
Our net cash generated from operating activities decreased by S$[●] million
from S$[●] million in [year] to S$[●] million in [year] due to an increase in credit
sales that contributed to an increase in trade receivables of S$[●] million from
S$[●] million in [year] to S$[●] million in [year].
Our net assets increased by S$[●] million from S$[●] million in [year] to S$[●]
million in [year] mainly due to the S$[●] million increase in inventories for our
new product introduced in [year].
6
future operating results or financial condition of the Issuer or the Group (as the case
may be). If there are no such trends, uncertainties, demands, commitments or events,
provide an appropriate statement to that effect.]
information on
our business
and financial
prospects.
Example:
(a) the demand for [activity] has increased with the recent growth [country]’s
economy. We expect our revenue from our [business segment] to increase in
line with the increase in [activity]; and
(b) we expect the upward trend in [activity] to have a positive impact on the
demand for our [service].
Operating costs are also expected to increase together with the increase in the level of
[activity].
The above are not the only trends, uncertainties, demands, commitments or
events that could affect us. Please refer to the other factors set out in pages [●]
to [●] of the prospectus.
WHAT ARE THE FEES AND CHARGES PAYABLE TO THE [TRUSTEEMANAGER/RESPONSIBLE PERSON] THAT MAY AFFECT US AND YOUR INVESTMENT IN
OUR SECURITIES
[This section only applies in respect of offers of units in real estate investment trusts and
business trusts]
[Briefly discuss the key fees and charges payable by the Issuer in connection with the
establishment and ongoing management of its operations (including management
fees, trustee fees, acquisition fees divestment fees, development fees, and any other
substantial fee or charge that is 0.1% or more of the value of the trust property of the
business trust or the REIT’s asset value). Information on key fees payable should be
presented using tables where appropriate.]
Example:
Payable by the
Issuer
Management fee
(payable to the
TrusteeManager/Manager)
Amount payable
Base Fee
[●]% per annum of the Distributable Income.
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
fees and
charges payable
to the [trusteemanager/
responsible
person].
PRODUCT HIGHLIGHTS SHEET
For the current financial year, our Directors have observed the following trends,
uncertainties, demands, commitments or events that are reasonably likely to have a
material effect on the net sales or revenues, profitability, liquidity or capital resources
of the Group, or that would cause financial information disclosed in the prospectus to
be not necessarily indicative of the future operating results or financial condition of the
Group−
7
Performance Fee
[●]% per annum of our gross revenue less property expense
in the relevant financial year (calculated before accounting
for the Performance Fee in that financial year)
Charged on a variable basis of up to [●]% per annum of the
value of the Deposited Property, subject to a minimum of
S$[●] per month, excluding out-of-pocket expenses and
goods and services tax.
Acquisition fee
(payable to the
TrusteeManager/Manager)
[●]% for each of the following (as applicable and subject to
there being no double counting):
Divestment fee
(payable to the
TrusteeManager/Manager)
[●]% for each of the following (as applicable and subject to
there being no double counting):
Development
management fee
(payable to the
TrusteeManager/Manager)
Entitled to [●]% of the total project costs incurred in a
Development Project undertaken and managed by the
Trustee-Manager/Manager on behalf of the Issuer.
[type of acquisition]
[type of divestment]
WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED OR COULD
MATERIALLY AFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?
[Discuss the key risks which the Issuer considers to be the most important for the
investor when deciding whether or not he should invest in the shares/units being
offered, taking into account the possibility of the risk occurring and/or whether the
event will have a material adverse impact on the Issuer’s or the Group’s business
operations, financial position and results, and the investor’s investment in the
shares/units. The Issuer should not set out the entire list of risk factors found in the
“Risk Factors” section of the prospectus.]
Example:
KEY RISKS
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.

An economic downturn could negatively affect our profitability: Our industry
is exposed to cyclical variations in the general economy and to uncertainty of
future economic prospects. Economic downturns could have an adverse impact
on overall demand. This would result in a decrease in our sales and earnings.
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
risk factors.
PRODUCT HIGHLIGHTS SHEET
Trustee fee (payable
to TrusteeManager/Manager)
8
Our industry is highly competitive: We compete against numerous businesses
and our competitors may be larger and have greater financial resources. We
compete for customers, financing, employees and other resources. This creates
both strong price and quality competition, which leads to increased costs in the
form of marketing and customer services, in addition to price reductions. Our
ability to compete effectively depends on several factors, including our market
presence, our reputation, our competitors, and general trends in the industry and
economy. There is no assurance that we can compete successfully.

A substantial proportion of our revenues is derived from several major
customers and loss of their business may seriously impact our financial
results: Our five largest customers accounted for approximately [●]% of our
revenues for the year ended [year], and our ten largest customers accounted for
approximately [●]% of our revenues for the year ended [year]. Our revenues may
significantly decrease if we lose any of these customers or if our customers reduce
their volume of business with us.

We face risks associated with our business being conducted in [country]:
As most of our operations are conducted in [country], our business may be
adversely affected if we cannot successfully manage inherent risks including:
unexpected political or economic developments; fluctuations in foreign currency
exchange rates; unfavourable tax consequences; adverse legal or regulatory
changes; insufficient protection for intellectual property rights; and complexities
relating to currency and capital transfers.

The restrictions on our operating subsidiary’s ability to make payments to
us could have a material adverse effect on our ability to fund and operate
our business: We are a holding company and conduct substantially all of our
business through our operating subsidiaries in [country]. Accordingly, we will rely
on dividends paid by our subsidiaries for our cash needs, including the necessary
funds to pay our operating expenses, service any debt we may incur, and pay any
dividends that may be declared. The payment of dividends by [country] entities
such as our subsidiaries is subject to limitations in accordance with the rules and
regulations of [country], which may negatively affect our operations and
profitability.

There is no assurance that the level of dividends/distributions can be
sustained at the forecast levels when the [yield enhancing arrangement]
expires: We have entered into a [yield enhancing arrangement] with the [vendor]
of the [property]. The [yield enhancing arrangement] will start from
[commencement date] and end on [expiry date]. Following the expiry of the [yield
enhancing arrangement], there is no assurance that the rental rates of the
[property], and correspondingly, the level of dividends/distributions, can be
sustained as the forecast levels.
The above are not the only risk factors that had a material effect or could have a
material effect on our business operations, financial position and results, and
your Shares. Refer to “[relevant section]” on page(s) [●] of the Prospectus for a
discussion on other risk factors and for more information on the above risk
factors. Prior to making a decision to invest in our [shares/units], you should
consider all the information contained in the prospectus.
PRODUCT HIGHLIGHTS SHEET

9
WHAT ARE THE RIGHTS ATTACHED TO THE SECURITIES OFFERED?
[Describe the type and class of shares/units being offered, including the rights
attached to the shares/units and any restrictions on the free transferability of
shares/units.]
Example:
Key Information on Shares Offered
We have only one class of shares, and the Shares offered will have the same rights as
our other existing issued and paid-up shares, including voting rights. Shareholders will
be entitled to all rights attached to their Shares in proportion to their shareholding,
such as any cash dividends declared by the Company and any distribution of assets
upon liquidation of the Company. There are no restrictions on the transferability of our
Shares.
HOW WILL THE PROCEEDS OF THE OFFER BE USED?
SDF
[Provide information on the amount of proceeds raised from the offer will be allocated
to each principal intended use. Information on the use of proceeds should be
presented using diagrams (e.g. tables, graphs and charts) where appropriate.]
Example:
Use of Proceeds
The net proceeds to be raised in the offer (after deducting estimated expenses to be
borne by us) is S$[●]. The following represents our estimate of the allocation of the
gross proceeds expected to be raised from the offer, assuming the over-allotment
option is not exercised. We will not receive any proceeds from the sale of shares by
vendors.
Allocation for each
S$1.00 of gross
Details of utilisation
S$ (million)
proceeds raised
(1) Net proceeds:
(a) Expansion of business
[●]
[●]
(b) Working capital and
general corporate purposes
[●]
[●]
(2) Estimated listing expenses
[●]
[●]
Total
[●]
1.00
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
our use of
proceeds.
PRODUCT HIGHLIGHTS SHEET
As of the date of this prospectus, our issued and paid up share capital was S$[●]
consisting of [●] shares.
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
the
[shares/units]
offered in the
IPO.
10
WILL WE BE PAYING [DIVIDENDS/DISTRIBUTIONS] AFTER THE OFFER?
[Describe (i) the dividends/distributions per share/unit, if any, paid by the Issuer for
each of the 3 most recent completed financial years, and (ii) the Issuer’s
dividend/distribution policy, or if it does not have a fixed policy, to state so. Provide
clear and prominent disclosure of any existing or proposed arrangement that materially
enhances short-term yields while potentially diluting long-term yields. The disclosure
should include a computation of the forecast distribution yield assuming that the
arrangements are not in place.]
Example:
Over the last three financial years ended 31 December [year], [year] and [year], we
have declared and distributed dividends of approximately $[●] million, $[●] million and
$[●] million respectively; this amounted to dividends per share of our Company of $[●],
$[●] and $[●] respectively. We currently do not have a fixed dividend policy. Any future
payment of dividends by us would depend on our earnings, financial condition and
other business and economic factors. If we do not pay any dividends, any return on
investment may be limited to the value of our shares, and our shares may be less
valuable because return on investment will depend entirely on capital appreciation.
DEFINITIONS
[Provide definitions if necessary.]
CONTACT INFORMATION
WHO CAN YOU CONTACT IF YOU HAVE ENQUIRIES RELATING TO OUR OFFER?
HOW DO YOU CONTACT US?
[Provide contact details of Issuer, distributor(s)/underwriter(s) and/or issue manager(s) whom investors
can contact if they have enquiries. Include a website address and email address, if appropriate.]
PRODUCT HIGHLIGHTS SHEET
Refer to the
“[relevant
section]” on
page(s) [●] of
the Prospectus
for more
information on
our
[dividend/distrib
ution] policy.
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