Presentation to MOGSC_v2 - Malaysian Oil & Gas Services

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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 EquityLinked Securities
 Key Considerations Affecting IPO Price
 Key Strategic Issues
 Overview of the IPO Process
 About Us and Our Recent Transactions
 Contact Persons
2
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
3
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
4
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 5th 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 exJapan 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
5
 Rationale for an IPO
 When to List?
 Overview of SC’s Guidelines on the Offering of Equity and EquityLinked Securities
 Key Considerations Affecting IPO Price
 Key Strategic Issues
 Overview of the IPO Process
 About Us and Our Recent Transactions
 Contact Persons
6
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
7
 Rationale for an IPO
 When to List?
 Overview of SC’s Guidelines on the Offering of Equity and EquityLinked Securities
 Key Considerations Affecting IPO Price
 Key Strategic Issues
 Overview of the IPO Process
 About Us and Our Recent Transactions
 Contact Persons
8
Quantitative Considerations
Minimum Issued
& Paid-Up Capital
• RM60 mil
• Min. par @
RM0.10
Historical Profit Track Record
• Uninterrupted profit 3-5 yrs with min.
RM30 mil aggregate PAT
(after MI & exclude EI)
• Most recent financial yr PAT of min.
RM8 mil
Main
Board
OR Market Capitalisation
• RM500 mil market
• Promoters are not allowed to
capitalisation upon
sell, transfer or assign their
issuance of prospectus
entire shareholdings as at
admission for 6 mths
• Most recent financial yr
PAT of min. RM30 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*
• RM40 mil
• Min. par @
RM0.10
Second
Board
• Uninterrupted profit 3-5 yrs with min.
RM12 mil aggregate PAT
(after MI & exclude EI)
• Most recent financial yr PAT of min.
RM4 mil
Moratorium on Promoters
• Not applicable
• 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
• 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*
9
Quantitative Considerations (Cont’d)
Public Shareholding
Spread
Main
Board
&
Second
Board
• Min. 25% of enlarged
issued & paid-up capital
at IPO
Compliance with NDP
• 30% Bumiputera
equity participation
upon listing
• Min. 1,000 public
shareholders holding min.
100 shares each
Minimum Public Offer Size
Enlarged capital < RM200 mil
Net Tangible Assets
(“NTA”)
• NTA > Par value
• 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
Note for *
Bumiputera controlled companies are exempted from this requirement subject to the following:
(a)
The group must have genuine pooling arrangement;
(b)
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;
(c)
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
(d)
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.
10
Qualitative Considerations (Cont’d)
Business Operations
 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
 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
Prospects of Business
Independent Business
Core Business
 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)
11
Qualitative Considerations (Cont’d)
Financial Position & Liquidity  Healthy financial position and sufficient level of working capital
Continuity of Management
 Substantially same management (Executive Director & senior management)
for min. 3 full financial yrs prior to admission
Conflict of Interests
 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
Transactions with Related
Parties
 No related party transactions on terms which are unfavorable to the
company
Chain Listing
 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
12
 Rationale for an IPO
 When to List?
 Overview of SC’s Guidelines on the Offering of Equity and EquityLinked Securities
 Key Considerations Affecting IPO Price
 Key Strategic Issues
 Overview of the IPO Process
 About Us and Our Recent Transactions
 Contact Persons
13
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
14
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
15
 Rationale for an IPO
 When to List?
 Overview of SC’s Guidelines on the Offering of Equity and EquityLinked Securities
 Key Considerations Affecting IPO Price
 Key Strategic Issues
 Overview of the IPO Process
 About Us and Our Recent Transactions
 Contact Persons
16
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).
17
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).
18
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.
19
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.
20
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.
21
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 upto-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.
10.
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.
22
 Rationale for an IPO
 When to List?
 Overview of SC’s Guidelines on the Offering of Equity and EquityLinked Securities
 Key Considerations Affecting IPO Price
 Key Strategic Issues
 Overview of the IPO Process
 About Us and Our Recent Transactions
 Contact Persons
23
Overview of the IPO Process
Phase 1
Establish Suitable
Team
Phase 2
Strategise & Plan
Phase 3
Implementation
24
Phase 1 – The Team
Alliance Investment Bank
Adviser, Managing Underwriter,
Placement Agent & Overall Coordinator
Legal Adviser
Client
Reporting
Accountants / Auditor
Other Experts / Advisers
 Independent Market Researcher
Tax Advisers
Company Secretary
Independent Market Valuer
25
Phase 2 – Strategise & Plan
Objectives
 Capital requirements
 Ownership & Control
requirements
 Cashflows requirements
 Employee participation
requirements
 Bumiputera participation
requirements
Parameters
 Evaluate present & future
group structure
 Consider tax efficient
options
 Comply with Bumiputera
requirements
Types of Offering
 Issuance of new shares
 Offer for sale of existing
shares
Methods of Offering
 Public balloting
 Placement
 Book-building
 Comply with SC’s IPO
Guidelines
 Comply with legal &
accounting requirements
Types of Securities
 Ordinary shares
 Preference shares
 Options
 Convertible securities
 Debt securities
26
Phase 3 – Implementation
Coordination
Coordinate
efforts of all
advisers i.e. due
diligence,
submissions,
documentations
Approval
Process
Liaise with
the relevant
authorities
such as
Securities
Commission,
Foreign
Investment
Committee,
Ministry of
International
Trade &
Industry,
Bursa
Securities
Status
Review
Monitor
progress
periodically
Completion
Process
Underwriting,
placement &
distribution
Pricing
Roadshows
Research &
marketing
Investors
relation
Despatch of
Prospectus
Listing
Post
Completion
Follow-up on
any
conditions
that may be
imposed by
authorities
27
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
28
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
29
Phase 3 – Implementation (Cont’d)
Approvals Required
SC
 Approval for the IPO
FIC
 Approval for the IPO
MITI
 Approval for the IPO and the recognition and/or nomination of
Bumiputera Investors
Bursa
Securities
 Admission and listing of and quotation for the shares
30
Phase 3 – Implementation (Cont’d)
Tentative Timeline
Month <----4 to 6 mths----> 0
Planning Exercise
1
2
Preparation of
Regulatory
Applications
Formulate
Listing
Scheme
Prepare 1st
Draft
Submission
4
5
Approval from
Authorities
Conduct Review and Due
Diligence with Authorities
Prepare
Final Draft
Submission
Appointment letter
signed
Application
submitted
6
7
7.5
Post Application
Prepare
Registration
& Issuance of
Prospectus
Approval
obtained
Official Listing
31
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
32
Immediate Course of Actions
Ascertain
listing
parameters
Formulate
listing
scheme
Endorsement
of listing
scheme
•
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.
•
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.
•
Board presentation.
•
Board approval of listing scheme.
•
Appointment of advising investment bank and relevant professionals.
•
Establish timeline.
Alliance Investment Bank is pleased to serve as your advising investment bank
33
 Rationale for an IPO
 When to List?
 Overview of SC’s Guidelines on the Offering of Equity and EquityLinked Securities
 Key Considerations Affecting IPO Price
 Key Strategic Issues
 Overview of the IPO Process
 About Us and Our Recent Transactions
 Contact Persons
34
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.
Investment
Banking
Retail Banking
Corporate Finance
Domestic Network
Equity Capital Markets
Internet Banking
Debt Capital Market
SMEs
Treasury &
Structured Finance
Corporate
Banking
Securities
Stockbroking
Islamic Banking
Equity Research
Securities Services
Unit Trusts
Bridging Finance
Fund
Management
Corporate Loans
35
About Us (Cont’d)
Alliance Investment Bank
Alliance Investment Bank is a full-fledged investment bank, equipped to provide our clients with valueadded 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.
36
Why Alliance Investment Bank?
1.
IPO Track Record
Alliance’s IPO League Table Ranking
Number of IPOs managed by Alliance
5
2006
2007
2008
4th
3rd
1st*
• 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.
4
3
2
• *Alliance Investment Bank is jointly
positioned 1st in terms of number of
IPOs managed for the 1st quarter of
2008.
1
0
2006
2007
2008 (Qtr 1)
37
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)
38
Our Recent Transactions
Recent Notable IPOs Advised By Alliance Investment Bank
Ewein Berhad
Adviser & Managing
Underwriter
Offer for Sale of 25.12m
shares on the Second
Board
2008
Petra Energy Berhad
Adviser, Underwriter &
Placement Agent
Public Issue of 46m
shares on the Main Board
Dufu
Technology
Corp. Berhad
Adviser, Underwriter &
Placement Agent
Public Issue & Offer for
Sale of 34m shares on the
Second Board
2007
2007
ETI Tech Corp
Bhd
Adviser,
Underwriter &
Placement Agent
Public Issue of 31.7m
shares on the MESDAQ
Market
2006
Mlabs Systems Bhd
Adviser, Underwriter &
Placement Agent
Public Issue of 26.2m
shares on the MESDAQ
Market
2005
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
StemLife Berhad
Adviser, Underwriter &
Placement Agent
Public Issue of 165m
shares on the MESDAQ
Market
2006
Sanichi Technology Bhd
Adviser, Underwriter &
Placement Agent
Public Issue of 30.5m
shares on the MESDAQ
Market
2006
Kannaltec Berhad
Adviser, Underwriter &
Placement Agent
Public Issue of 30.25m
shares on the MESDAQ
Market
2005
Mexter
Technology
Berhad
Adviser, Underwriter &
Placement Agent
PublicIissue of 34.84m
shares on the MESDAQ
Market
2005
ISS Consulting
Solutions Bhd
Adviser, Underwriter &
Placement Agent
Public Issue of 41.6m
shares on the MESDAQ
Market
2006
Online One Corp Bhd
Adviser, Underwriter &
Placement Agent
Public Issue of 28.3m
shares on the MESDAQ
Market
2005
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 Rationale for an IPO
 When to List?
 Overview of SC’s Guidelines on the Offering of Equity and EquityLinked Securities
 Key Considerations Affecting IPO Price
 Key Strategic Issues
 Overview of the IPO Process
 About Us and Our Recent Transactions
 Contact Persons
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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
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Disclaimer
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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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