800 Super IPO Document 2011
800 Super IPO Document 2011
800 Super IPO Document 2011
Established comprehensive environmental solutions provider to the public and private sectors in
Singapore
Leading player in an essential industry with over 20 years of solid track record
One of four licensed public waste collectors appointed by National Environmental Agency (NEA)
The only company in Singapore awarded the BCA Grade L6 in MW02 (house-keeping, cleansing,
desilting and conservancy services), as at 14 June 2011
Operates two materials recovery facilities with a total daily processing capacity of 50 tonnes of recyclable
materials
Mechanised operations with wide range of waste disposal systems and cleaning equipment
3 KEY SERVICES
Waste Management and
Recycling
Horticulture
Established comprehensive environmental solutions provider to the public and private sectors in
Singapore
Leading player in an essential industry with over 20 years of solid track record
One of four licensed public waste collectors appointed by National Environmental Agency (NEA)
The only company in Singapore awarded the BCA Grade L6 in MW02 (house-keeping, cleansing,
desilting and conservancy services), as at 14 June 2011
Operates two materials recovery facilities with a total daily processing capacity of 50 tonnes of recyclable
materials
Mechanised operations with wide range of waste disposal systems and cleaning equipment
3 KEY SERVICES
Waste Management and
Recycling
Horticulture
Expand our material recovery facilities capacity and the capacity of our vehicle depots
Enhance the efficiency of our services and capacity
Venture into waste treatment and renewable energy businesses
Focus on public sector projects
Continue to focus on operational excellence
Explore strategic investments or alliances and acquisitions
Expand into overseas markets
Investment Merits
Leading player in an essential industry
One of four licensed public waste collectors
Positive outlook for an essential industry: population growth, economic growth and environmental initiatives are growth
drivers
Competitive Strengths
PROVIDER
OF QUALITY
SERVICES
Awards and
Certifications
ISO 9001:2008
OHSAS 18001:2007
bizSAFE Star (Level 5)
*The only company in Singapore that was awarded this qualification in respect of the provision of housekeeping, cleansing, desilting and conservancy services,
as at 14 June 2011
Proposed dividend*
O
ur Directors intend to recommend and distribute dividends of not less than 20% of our net profits attributable to our
Shareholders for each of FY2011 and FY2012
* Subject to approval from shareholders
Prospects
Singapores population growth will result in an increase in the volume of waste output which will lead to an increase in the
demand for our services
Continuing economic growth, improving standard of living and changing consumer lifestyle among the Singapore population
will increase the demand for our services
Implementation of environmental initiatives by regulatory authorities will contribute to the growth of the waste management
industry
Financial Highlights
Set up 24-hour customer hotline to garner customer feedback and shorten response time
(S$M)
FY2008
FY2009
FY2010
CAGR1
HY2010
HY2011
Revenue
55.4
60.8
69.6
12.1%
34.0
37.3
NPAT
2.2
3.4
5.2
55.4%
2.6
2.0
Expand our material recovery facilities capacity and the capacity of our vehicle depots
Enhance the efficiency of our services and capacity
Venture into waste treatment and renewable energy businesses
Focus on public sector projects
Continue to focus on operational excellence
Explore strategic investments or alliances and acquisitions
Expand into overseas markets
Investment Merits
Leading player in an essential industry
One of four licensed public waste collectors
Positive outlook for an essential industry: population growth, economic growth and environmental initiatives are growth
drivers
Competitive Strengths
PROVIDER
OF QUALITY
SERVICES
Awards and
Certifications
ISO 9001:2008
OHSAS 18001:2007
bizSAFE Star (Level 5)
*The only company in Singapore that was awarded this qualification in respect of the provision of housekeeping, cleansing, desilting and conservancy services,
as at 14 June 2011
Proposed dividend*
O
ur Directors intend to recommend and distribute dividends of not less than 20% of our net profits attributable to our
Shareholders for each of FY2011 and FY2012
* Subject to approval from shareholders
Prospects
Singapores population growth will result in an increase in the volume of waste output which will lead to an increase in the
demand for our services
Continuing economic growth, improving standard of living and changing consumer lifestyle among the Singapore population
will increase the demand for our services
Implementation of environmental initiatives by regulatory authorities will contribute to the growth of the waste management
industry
Financial Highlights
Set up 24-hour customer hotline to garner customer feedback and shorten response time
(S$M)
FY2008
FY2009
FY2010
CAGR1
HY2010
HY2011
Revenue
55.4
60.8
69.6
12.1%
34.0
37.3
NPAT
2.2
3.4
5.2
55.4%
2.6
2.0
CONTENTS
Page
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
15
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
18
21
22
THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
PLACEMENT STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
38
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
47
VENDORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
MORATORIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
53
55
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
57
62
64
67
SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
68
69
70
CONTENTS
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
75
OUR HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
MAJOR PROJECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
84
SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
QUALITY ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
AWARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
90
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
92
GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
94
MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
CREDIT POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
STAFF TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
ORDER BOOK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
102
106
INTERESTED PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
106
107
110
114
115
INTERESTS OF EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
116
CONTENTS
DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
117
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122
125
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130
EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
137
138
APPENDIX A
A-1
B-1
C-1
D-1
APPENDIX E
E-1
APPENDIX F
F-1
G-1
H-1
CORPORATE INFORMATION
BOARD OF DIRECTORS
COMPANY SECRETARY
REGISTERED OFFICE
SHARE REGISTRAR
SOLICITORS TO THE
PLACEMENT AND LEGAL
ADVISERS TO OUR COMPANY
ON SINGAPORE LAW
RECEIVING BANKER
PRINCIPAL BANKERS
CORPORATE INFORMATION
Oversea-Chinese Banking Corporation Limited
65 Chulia Street
OCBC Centre
Singapore 049513
United Overseas Bank Limited
80 Raffles Place
UOB Plaza
Singapore 048624
VENDORS
DEFINITIONS
In this Offer Document and the accompanying Application Forms, the following definitions apply
throughout where the context so admits:
Companies within our Group
Company or
800 Super Holdings Limited
Group
Subsidiaries
CAAS
CDP
CPF
HDB
IRAS
JTC
JTC Corporation
NEA
NPB
MAS or Authority
MEWR
MOE
MHA
DEFINITIONS
MOM
PUB
SCCS
SGX-ST or Exchange
Sponsor or Manager or
Placement Agent or PPCF
2 Loyang Walk
Application Forms
Application List
Articles or
Articles of Association
Associate
(a)
Properties
General
(ii)
(iii)
DEFINITIONS
(b)
Associated Company
(b)
Audit Committee
BCA Grades
Catalist
Catalist Rules
CEO
Code of Practice
Controlling Shareholder
COO
Directors
Entity
DEFINITIONS
Environmental Public Health Act
Employment Act
Employment of Foreign
Manpower Act
EPS
Executive Directors
Executive Officers
FC
Financial Controller
FSP Shares
FY
FWL
GST
HY
Independent Directors
Listing
Listing Manual
DEFINITIONS
Management Agreement
Market Day
New Shares
Nominating Committee
NTA
Offer Document
PBT
PER
Placement
Placement Agreement
Management
and
Placement
Arrangements of this Offer Document
Placement Price
Placement Shares
PPCF Shares
10
DEFINITIONS
Remuneration Committee
Restructuring Exercise
Securities Account
Service Agreements
Shareholders
Shares
Singapore
Sub-Division
Substantial Shareholder
Vendors
Lee Koh Yong, Lee Hock Seong, Lee Cheng Chye, Lee
Kim Eng, Lee Thiam Seng and Lee Chuan Heng
Vendor Shares
11
DEFINITIONS
Currencies, Units and Others
% or per cent.
S$ and cents
sq m
Square metre
The expressions Depositor, Depository Agent and Depository Register shall have the meanings
ascribed to them respectively in Section 130A of the Act.
The terms related corporation, related entity, subsidiary, subsidiary entity and substantial
interest-holder shall have the same meanings ascribed to them respectively in Section 1 of the Fourth
Schedule of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations
2005.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall include corporations.
Any discrepancies between the amounts listed and the totals thereof in tables included herein are due
to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation
of the figures which precede them.
Any reference in this Offer Document and the Application Forms to any statute or enactment is a
reference to that statute or enactment as for the time being amended or re-enacted. Any word defined
under the Act, the SFA or any statutory modification thereof and used in this Offer Document and the
Application Forms shall, where applicable, have the meaning ascribed to it under the Act, the SFA or
any statutory modification thereof, as the case may be.
Any reference in this Offer Document and the Application Forms to Shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.
Any reference to a time of day in this Offer Document and the Application Forms shall be a reference
to Singapore time, unless otherwise stated.
Any reference to we, us, our, ourselves or other grammatical variations thereof in this Offer
Document is a reference to our Company, our Group or any member of our Group, as the context
requires.
12
incinerable waste
ISO
ISO 14001
ISO 9000
ISO 9001
MRF
non-incinerable waste
13
OHSAS 18001
recyclables
14
(b)
(c)
(d)
(e)
other matters discussed in this Offer Document regarding matters that are not historical facts,
are only predictions. These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by these
forward-looking statements. These risks, uncertainties and other factors include, amongst others:
(a)
changes in political, social and economic conditions and the regulatory environment in Singapore
in which we conduct our business;
(b)
(c)
changes in the availability and prices of vehicles, equipment and other assets as well as labour
and fuel which we require to operate our business;
(d)
(e)
changes in competitive conditions and our ability to compete under such conditions;
(f)
changes in our future capital needs and the availability of financing and capital to fund these
needs;
(g)
(h)
the factors described in the section Risk Factors of this Offer Document.
These factors are discussed in greater detail in this Offer Document, in particular, but not limited to the
discussions under the sections entitled Risk Factors and Managements Discussion and Analysis of
Results of Operations and Financial Position. All forward-looking statements by or attributable to us or
our Directors, our Executive Officers or our employees acting on our behalf, or persons acting on our
behalf, contained in this Offer Document are expressly qualified in their entirety by such factors. These
forward-looking statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the forward-looking
statements in this Offer Document, we advise you not to place undue reliance on these statements.
15
(b)
an omission from this Offer Document of any information that should have been included in it
under Section 243 of the SFA; or
(c)
a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST acting
as an agent on behalf of the Authority and would have been required by Section 243 of the SFA
to be included in this Offer Document, if it had arisen before this Offer Document was lodged,
and that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement offer document with the SGX-ST acting as an agent on behalf of the Authority.
16
SELLING RESTRICTIONS
Singapore
This Offer Document does not constitute an offer, solicitation or invitation to purchase and/or subscribe
for our Placement Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or
is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No
action has been or will be taken under the requirements of the legislation or regulations of, or of the
legal or regulatory authorities of, any jurisdiction, except for the lodgement and/or registration of this
Offer Document in Singapore in order to permit a public offering of our Shares and the public
distribution of this Offer Document in Singapore. The distribution of this Offer Document and the
offering of our Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions.
Persons who may come into possession of this Offer Document are required by the Vendors, us, and
the Manager, Sponsor and Placement Agent to inform themselves about, and to observe and comply
with, any such restrictions at their own expense and without liability to the Vendors, us, and the
Manager, Sponsor and Placement Agent.
17
(b)
an omission from this Offer Document of any information that should have been included in it
under Section 243 of the SFA; or
(c)
a new circumstance that has arisen since this Offer Document was lodged and would have been
required by Section 243 of the SFA to be included in this Offer Document, if it had arisen before
this Offer Document was lodged,
18
provide the applicants with a copy of the supplementary or replacement offer document, as the
case may be, and provide applicants with an option to withdraw their applications; or
(b)
treat the applications as withdrawn and cancelled and we shall (on behalf of itself and the
Vendors) return all monies paid, without interest or any share of revenue or other benefit arising
therefrom, in respect of any application accepted within seven days from the date of lodgement
of the supplementary or replacement offer document.
Any applicant who wishes to exercise his option to withdraw his application shall, within 14 days from
the date of lodgement of the supplementary or replacement offer document, notify our Company of this,
whereupon our Company shall (on behalf of itself and the Vendors), within seven days from the receipt
of such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at the applicants own risk and he will not have any claim against us, the
Vendors, and the Manager, Sponsor and Placement Agent.
Where the Authority or other competent authority issues a stop order; and
(a)
in the case where the Placement Shares have not been issued to the applicant, the application
for the Placement Shares pursuant to the Placement shall be deemed to have been withdrawn
and cancelled and our Company shall (on behalf of itself and the Vendors), within 14 days from
the date of the stop order, pay to the applicant all monies the applicant has paid on account of his
application for the Placement Shares; or
(b)
in the case where the Placement Shares have been issued to the applicant, the issue of the
Placement Shares pursuant to the Placement shall be deemed to be void and our Company shall
(on behalf of itself and the Vendors), within 14 days from the date of the stop order, pay to the
applicant all monies paid by him for the Placement Shares.
This Offer Document has been seen and approved by our Directors and the Vendors and they
individually and collectively accept full responsibility for the accuracy of the information given in this
Offer Document and confirm, having made all reasonable enquiries, that to the best of their knowledge
and belief, the facts stated and the opinions expressed in this Offer Document are fair and accurate in
all material respects as at the date of this Offer Document and there are no material facts the omission
of which would make any statement in this Offer Document misleading, and that this Offer Document
constitutes a full and true disclosure of all material facts about the Placement and our Group.
Neither our Company, the Vendors, the Manager, Sponsor and Placement Agent nor any other parties
involved in the Placement is making any representation to any person regarding the legality of an
investment in our Shares by such person under any investment or any laws or regulations. No
information in this Offer Document should be considered as being business, legal or tax advice
regarding an investment in our Shares. Each prospective investor should consult his own legal,
financial, tax or other professional adviser regarding an investment in our Shares.
19
20
Event
21 July 2011
The above timetable is only indicative as it assumes that the date of closing of the Application List will
be 13 July 2011, the date of admission of our Company to the Catalist of the SGX-ST will be 15 July
2011, the shareholding spread requirement will be complied with and the New Shares will be issued
and fully paid-up prior to 15 July 2011.
The above timetable and procedures may be subject to such modification as SGX-ST may, in its
absolute discretion, decide, including the decision to permit trading on a ready basis and the
commencement date of such trading.
In the event of any changes in the closure of the Application List or the time period during which the
Placement is open, we will publicly announce the same:
(i)
(ii)
You should consult the SGX-STs announcement on the ready trading date on the Internet (at
the SGX-STs website http://www.sgx.com) or the newspapers, or check with your brokers on
the date on which trading on a ready basis will commence.
We will provide details of the results of the Placement as soon as it is practicable after the close of the
Application List through the channels described in (i) and (ii) above.
21
A detailed discussion of our competitive strengths is set out in the section entitled General Information
on our Group Competitive Strengths of this Offer Document.
22
Singapores population growth will result in an increase in the volume of waste output in
Singapore which will lead to an increase in the demand for our services;
Continuing economic growth, improving standard of living and changing consumer lifestyle among
the Singapore populace will increase the demand for our services; and
Expand our materials recovery capacity and the capacity of our vehicle depot;
Enhance the efficiency of our services and capacity by acquiring additional vehicles and
equipment, and upgrading our existing facilities;
A detailed discussion of our prospects, business strategies and future plans is set out in the sections
entitled General Information on our Group Prospects and General Information on our Group
Business Strategies and Future Plans of this Offer Document.
Where you can find us
Our principal place of business and registered office is located at No. 17A Senoko Way Singapore
758056. Our telephone and facsimile numbers are (65) 6366 3800 and (65) 6365 3800, respectively.
Our website is www.800super.com.sg. Information on our website does not constitute part of this
Offer Document.
23
THE PLACEMENT
Placement Size
Placement Price
The Placement
Listing Status
Prior to the Listing, there had been no public market for our
Shares. Our Shares will be quoted in Singapore dollars on the
Catalist, subject to admission of our Company to the Catalist of
the SGX-ST and permission for dealing in, and for quotation of,
our Shares being granted by the SGX-ST.
Risk Factors
Use of Proceeds
24
PLACEMENT STATISTICS
PLACEMENT PRICE
22.0 cents
NTA
Pro forma NTA per Share based on the unaudited pro forma balance sheet of our
Group as at 31 December 2010 (the Pro Forma NTA):
(a)
before adjusting for the estimated net proceeds from the issue of the New
Shares and based on the pre-Placement share capital of 145,000,000 Shares
11.81 cents
(b)
after adjusting for the estimated net proceeds from the issue of the New
Shares and based on the post-Placement share capital of 178,800,000 Shares
12.53 cents
Premium of Placement Price per Share over the Pro Forma NTA per Share:
(a)
before adjusting for the estimated net proceeds from the issue of the New
Shares and based on the pre-Placement share capital of 145,000,000 Shares
86.28%
(b)
after adjusting for the estimated net proceeds from the issue of the New
Shares and based on the post-Placement share capital of 178,800,000 Shares
75.58%
EPS
Historical net EPS of our Group for FY2010 based on the pre-Placement share
capital of 145,000,000 Shares
3.59 cents
Historical net EPS of our Group for FY2010 based on the pre-Placement share
capital of 145,000,000 Shares, assuming that the Service Agreement had been in
place from the beginning of FY2010
3.14 cents
PER
Historical PER based on the Placement Price and historical net EPS of our Group
for FY2010
6.13 times
Historical PER based on the Placement Price and historical net EPS of our Group
for FY2010, assuming that the Service Agreements had been in place from the
beginning of FY2010
7.01 times
4.04 cents
Historical net operating cash flow per Share of our Group for FY2010 based on the
pre-Placement share capital of 145,000,000 Shares, assuming that the Service
Agreements had been in place from the beginning of FY2010
3.59 cents
25
PLACEMENT STATISTICS
PRICE TO NET OPERATING CASH FLOW
Ratio of Placement Price to historical net operating cash flow per Share of our Group
for FY2010 based on the pre-Placement share capital of 145,000,000 Shares
5.45 times
Ratio of Placement Price to historical net operating cash flow per Share of our Group
for FY2010 based on the pre-Placement share capital of 145,000,000 Shares,
assuming that the Service Agreements had been in place from the beginning of
FY2010
6.13 times
MARKET CAPITALISATION
Market capitalisation based on the Placement Price and post-Placement share
capital of 178,800,000 Shares
Note:
(1)
Net operating cash flow refers to net cash flows from operating activities.
26
S$39.34 million
RISK FACTORS
You should evaluate carefully each of the following considerations and all of the other information
contained in this Offer Document before deciding to invest in our Shares. Some of the following
considerations relate principally to the industry in which we operate and our business in general. Other
considerations relate principally to general social, economic, political and regulatory conditions, the
securities market and ownership of our Shares, including possible future dilution in the value of our
Shares.
If any of the following considerations and uncertainties develops into actual events, our business,
financial condition or results of operations could be materially and adversely affected. In such cases,
the trading price of our Shares could decline due to any of these considerations and uncertainties, and
you may lose all or part of your investment in our Shares.
Apart from the specific factors listed below and general business and economic conditions to which all
commercial businesses are exposed to, our Directors are of the view that we are not vulnerable in any
material way to any other factors which can be reasonably anticipated.
RISKS RELATING TO OUR INDUSTRY AND BUSINESS
We depend on various government departments and statutory bodies for a significant portion
of our revenue
We derive a significant portion of our revenue from government departments and statutory bodies, such
as MOE and NEA. For FY2008, FY2009, FY2010 and HY2011, revenue derived from government
departments and statutory bodies accounted for 38.3%, 42.1%, 47.2% and 43.2% respectively of our
total revenue for each of these years.
The majority of our contracts with government departments and statutory bodies are awarded by a
process of public tender, and the tenure of such contracts lasts up to seven years.
In the event that our reputation, registration or licences with any government department or statutory
body is for any reason adversely affected, it may affect our ability to participate in tenders by other
government departments or statutory bodies.
When our projects reach the end of their tenure, they will be open for new tenders and we will have to
participate in such tenders. There is no assurance that we will succeed in the new tenders.
Further, as our contracts with government departments and statutory bodies are generally long term in
nature, if we are unsuccessful in any tender exercise, we will not have the opportunity to tender for the
project until a fresh tender exercise is called upon the expiration of the current contract term. This may
be up to seven years, such as for public waste collection tenders. This limits our ability to secure new
contracts.
These factors may adversely affect our financial performance and growth.
Any cost overruns and/or increases in costs related to specific projects would adversely affect
our financial performance
The contract value quoted in the tender submission to our customers is determined based on internal
costing and budgetary evaluations on costs such as labour costs and cost of supplies, including the
indicative pricing of the various suppliers and sub-contractors.
27
RISK FACTORS
However, unforeseen circumstances may arise during the tenure of the projects. These would include
increases in labour or supply costs. Additional work which is not previously factored into the contract
value may also have to be carried out and this may result in higher project costs. It is also possible for
incorrect estimates of costs to be made during the tender submission or for delays in the execution of
projects to arise. These circumstances will lead to cost overruns which will erode our profit margin for
the project or may result in losses. This may have an adverse effect on our overall financial
performance and financial condition.
In submitting a tender for projects, our customers would normally request for a binding quotation.
However, the indicative pricing which we obtain from our suppliers and sub-contractors for the purpose
of our cost calculation in determining the tender price may be valid for a shorter period. There is a
possibility that the final pricing agreed with our suppliers and sub-contractors will be less favourable
than the price on which we had calculated our costs. As some of our contracts do not allow for any
adjustments to the contract value for fluctuations in cost, a substantial increase in the cost of supplies
or any other cost components vis-a`-vis the estimates factored into the contract value agreed with
customers will therefore erode our profit margin for the project or may even result in losses. This may
have an adverse effect on our overall financial performance and financial condition.
Our operations may be affected should we fail to comply with the conditions stipulated in our
licences, permits, approvals or our registration with BCA or in the event that any of our existing
licences are terminated, not renewed or suspended or registration status with BCA is revoked
or not renewed or our BCA Grades are downgraded
The BCA administers a contractors registry to serve the procurement needs of government
departments, statutory bodies and other public sector organisations. Contractors registered with the
BCA are accorded grades (BCA Grades) by the BCA, taking into consideration factors such as the
contractors resources, experience and technical expertise to undertake contracts of the relevant
nature and size.
We possess, amongst others, L6 BCA Grade in MW02 (housekeeping, cleansing, desilting and
conservancy services), L4 BCA Grade in MW03 (landscaping) and C1 BCA Grade in CW01 (general
building) workheads under the contractors registry administered by the BCA. Please refer to the
section entitled General Information on our Group Licenses, Permits and Approvals of this Offer
Document for a complete list of the BCA Grades which we possess. These BCA Grades have to be
renewed every three years. To maintain our existing BCA Grades, we are required to comply with the
prescribed requirements relating to financial capacity, personnel resources and track record.
In the event that we fail to continuously meet the prescribed requirements of any of the workheads
under which we are registered as a contractor with BCA, our BCA Grades may be downgraded or our
registration status with BCA may not be renewed or we may even be suspended or de-registered from
the contractors registry by the BCA. Should we fail to renew or maintain our existing registration status
or grades, we may not be able to tender for certain public projects which require us to obtain such BCA
Grades. This may have a material adverse impact on our business, results of operations and financial
position.
In addition, we have obtained several licences and permits necessary for our business operations,
including a general waste collection licence awarded by NEA. We are also designated as the public
waste collector licensee to provide refuse collection services to domestic and trade premises for the
Ang Mo KioToa Payoh sector in Singapore for a period of seven and a half years commencing from
1 July 2006 until 31 December 2013. Some of these licences and permits are subject to periodic
renewal and reassessment as well as fulfilment of conditions imposed by the relevant government
agencies or authorities, and the standard of compliance required in relation thereto may from time to
time be subject to changes.
28
RISK FACTORS
For recent public waste collection tenders by NEA, NEA has instituted a system of demerit points where
demerit points are issued for lapses in the provision of refuse collection and recycling services. The
public waste collector licensee will receive 1 demerit point for every S$100 of financial penalty imposed
on it pursuant to Section 99(13) of the Environmental Public Health Act for any service lapses. Public
waste collector licensees who accumulate a certain number of demerit points within a certain period
risk having their public waste collector licence revoked. Although we currently are not subject to this
demerit point system under our existing public waste collection contract with NEA for any service
lapses, there is no certainty that we will not be subject to such demerit point system in future. In the
event that NEA introduces this demerit point system for our public waste collection contracts,
accumulation of such number of demerit points as may be determined by NEA may result in our public
waste collector licence being revoked. Accordingly, our business, profitability and financial conditions
will be materially and adversely affected.
Non-renewal, suspension or revocation of our licences, permits or approvals will have a material
adverse effect on our operations as we may not be able to carry on our business without such licences,
permits and approvals, and our business and financial performance may be adversely affected. In
addition, there could in the future be modifications of, or additions or new restrictions to, the conditions
attached to our licences, permits or approvals, and we may incur additional costs in complying with the
new or modified conditions which may adversely affect our business and financial performance.
Our profitability may be adversely affected if we are unable to pass on any increases in our
costs of operations to our customers
Our costs of operations include purchases of supplies and disposal charges, sub-contractor costs and
employee benefits expenses.
Our purchases of supplies and disposal charges include fuel charges and costs of disposing of waste
that cannot be recycled. As fuel charges are subject to fluctuations in market prices of fuel, an increase
in fuel prices which we are not able to pass on to our customers will have an adverse impact on our cost
of operations.
Arising from the application of the Environmental and Public Health Act which prohibits illegal dumping
and the requirements of its subsidiary regulations including Environmental Public Health (General
Waste Collection) Regulations and Environmental Public Health (Public Cleansing) Regulations, as
well as the Code of Practice issued by NEA relating to waste management, all non-recyclable wastes
collected that are incinerable must be disposed of at public disposal facilities maintained and operated
by NEA or such other authorised disposal facilities or refuse transfer station and all non-recyclable
waste collected that are non-incinerable must be disposed of at an authorised refuse dumping ground.
Disposal of waste collected at any unauthorised disposal facility is considered illegal dumping and
punitive measures such as fines and forfeiture of vehicles used for the illegal dumping activities will be
imposed.
As at the Latest Practicable Date, there were a total of four waste incineration plants in Singapore that
are regulated by NEA. The Tuas Incineration Plant and the Tuas South Incineration Plant are operated
by NEA while the Senoko Waste-to-Energy Plant and the Keppel Seghers Tuas Waste-to-Energy Plant
are privately operated. NEA also operates and manages a refuse transfer station in Singapore, known
as the Tuas Marine Transfer Station.
Disposal of waste at the disposal facilities or the refuse transfer station set out above requires payment
of disposal charges prescribed under the Environmental Public Health (Public Cleansing) Regulations.
Currently, there is only one landfill ground in Singapore and it is an offshore landfill ground, known as
the Semakau Landfill which is operated by NEA. NEA imposes charges for waste disposal at the
Semakau Landfill.
29
RISK FACTORS
Currently, our waste is disposed at the incineration plants and the landfill ground. Disposal charges are
paid based on the weight of waste disposed. While the waste disposal charges have not increased
since 2002, there is no certainty that they will not be revised upwards in the future. Any subsequent
amendment made to the disposal charges prescribed in the Environmental Public Health (Public
Cleansing) Regulations or any changes to NEAs landfill charges will increase our waste disposal costs.
If such costs cannot be passed on to our customers, such cost increase will have an adverse impact
on the profits of our Group.
We also incur sub-contractor costs in our operations. Sub-contractor costs include fees charged by
sub-contractors for cleaning work that we have outsourced, and also fees levied by SP Services Ltd.
in acting as our collection agent to collect the service fee for the provision of our waste management
services on our behalf. Any price increase by our sub-contractors which cannot be passed on to our
customers will have an adverse impact on our costs of operations and may adversely affect our
profitability.
Employee benefits expenses include salaries, CPF contributions and workers levy. For FY2008,
FY2009, FY2010 and HY2011, our employee benefits expenses contributed to 39.7%, 39.2%, 39.4%
and 41.7% respectively of the Groups total operating cost. In FY2009 and FY2010, pursuant to the
Jobs Credit Scheme which was introduced in the Singapores Budget Statement for 2009, our Group
received a cash grant, which was based on the CPF contributions we have made for our then existing
employees, from IRAS in the amounts of S$0.8 million and S$1.2 million respectively, which was used
to offset our employee benefits expenses. This scheme has ceased since 30 June 2010. With the
cessation of this scheme, our employee benefits expenses would increase for FY2011. Accordingly, we
will also expect our profit attributable to shareholders for FY2011 to be less than that for FY2010.
In addition, any general increases in salaries, employers CPF contribution or workers levy, in
particular, foreign workers levy, will have an adverse impact on our costs of operations and may
adversely affect our profitability. With the increasing demand for foreign labour, especially where
attractive wages are being offered to such skilled foreign workers in other countries, there is no
assurance that we will be able to continue to attract foreign workers at our current level of wages or that
our current foreign workers will continue to be employed by us. Any increase in competition for foreign
workers, especially skilled workers, outside Singapore will increase the general labour wages. Please
refer to the section entitled General Information on our Group Trend Information of this Offer
Document for more details of the impact of the cessation of the Jobs Credit Scheme on our Group.
We are dependent on foreign labour
The waste management and cleaning and conservancy industries that we currently operate in are
labour-intensive and we depend on foreign labour. As at 30 June 2010, approximately 21.2% of our total
labour force of 2,581 employees was made up of foreign labour from mainly Bangladash, China, India,
Malaysia and Myanmar. As such, we are susceptible to any sudden withdrawal in the supply of foreign
workers or changes in the costs of hiring such workers.
30
RISK FACTORS
The supply of foreign workers is largely dependent on the quotas imposed by MOM in Singapore as
well as the labour policies of the countries from which our foreign workers originate. In the event there
are any unfavourable changes in labour policies in these countries or a tightening of quota entitlements
by MOM, the availability of foreign workers may be restricted further resulting in delay or disruptions in
our operations if we are unable to procure suitable and timely replacements. In the event that there is
a shortage of foreign workers caused by whatever reasons, our operations and profitability will be
adversely affected. In addition, we may have to seek alternative and more costly sources of labour for
our workforce requirements and our payroll costs may increase which will in turn materially and
adversely affect the profitability of our Group. Furthermore, MOM imposes levy payments and requires
security bonds for every foreign worker hired by our Group. As at 30 June 2010, 548 of our workers
were subject to FWL and our FWL ranged from S$110 to S$450 per worker per month. For FY2010, we
incurred approximately S$1.4 million of FWL. On 21 February 2011, following the Singapore
Governments announcement in its Budget Statement for 2011 that further FWL increases will be
introduced for all sectors, MOM announced changes to the FWL rates and tiers for different types of
work passes which will be phased-in at 6-monthly intervals from 1 January 2012 till 1 July 2013. The
average increase in the monthly FWL will be S$260 per work permit holder for the services sector,
S$320 per work permit holder for the construction sector, and S$240 per S-Pass holder for all sectors
between February 2011 and July 2013. Further, the levy tiers which determine the levy rate to be paid
for each foreign worker by a company depending on the proportion of foreign workers it has employed
will be tightened. With the phasing in of such increases in FWL, our payroll costs will increase. If such
costs cannot be passed on to our customers, the profitability of our Group will be adversely affected.
Our business is vulnerable to keen competition and our performance will depend on our ability
to compete effectively against our competitors
Singapores waste management and cleaning and conservancy markets are mature industries with
relatively low barriers of entry. As such, we will face increasing competition if new players enter into the
waste management and cleaning and conservancy market. Factors considered by our customers in
their choice of suppliers would include technical competence, pricing and track record.
Some of our competitors may have or may develop greater financial and technical resources than us
and possess the key competitive attributes as set out above, and thus respond more quickly to changes
in customer requirements. There is no assurance that we will be able to compete successfully against
our competitors in the future. Accordingly, our revenue and profitability may be materially and adversely
affected if we are not able to compete effectively.
NEA liberalised public waste collection in Singapore in 1998, dividing Singapore into nine sectors and
allowing privately operated companies to tender for public waste collection projects. Only pre-qualified
companies may tender for the collection of domestic and trade refuse from each of these sectors. Prior
to 1998, there was only one public waste collection company in Singapore. As at the Latest Practicable
Date, there were only four pre-qualified companies that had been granted licences for public waste
collection. In the event that more companies are pre-qualified to tender for public waste collection
contracts, more companies will compete with us in tendering for public waste collection projects.
Please refer to the section entitled General Information on our Group Competition in this Offer
Document for more information on our major competitors.
31
RISK FACTORS
Our Group is required to comply with applicable laws and regulations
Arising from the operations of our Group, we are required to comply with laws and regulations
applicable to workplace safety, employment of foreign workers, environment and road traffic. In the
event that we fail to comply with any of the applicable laws and regulations, our Group may be subject
to penalties which include being fined and/or issued with remedial or stop-work orders which may affect
our profitability. For FY2008, FY2009, FY2010, HY2011 and for the period from 1 January 2011 to 31
May 2011, the aggregate amounts of fines and composition payments that we paid for breaches of
applicable safety and other regulations amounted to approximately S$7,400, S$13,900, S$43,400,
S$9,900 and S$8,600 respectively.
In addition, accidents or mishaps may occur at the work sites of our Groups projects even though there
are safety measures already in place. Such accidents or mishaps may severely disrupt the operations
of our Group and lead to delays in the completion of projects, and in the event of such delay, our Group
may be liable to pay damages to our customers. If such events were to occur, our Groups business,
results of operations and financial position may be adversely affected. These circumstances would also
generate negative publicity and may adversely affect our Groups business, results of operations and
financial condition. Further, such accidents or mishaps may subject our Group to claims from workers
or other persons involved in such accidents or mishaps for damages, and any claims which are not
covered by our Groups insurance policies may adversely affect our results of operations and financial
position. As at the Latest Practicable Date, there were no subsisting remedial or stop-work orders.
We depend on the quality of the work of our sub-contractors
For some of our projects, we may sub-contract the provision of certain of our services, including
cleaning and building works to third-party contractors, either because we do not have the expertise to
provide such services, or if we are short of resources at the relevant time. We select our
sub-contractors based on, amongst others, our past working experiences with them and their
performance and competitiveness in terms of their pricing. As we remain contractually responsible for
the delivery of services in accordance with the requirements of our customers, any delay, nonperformance or poor performance by our sub-contractors may cause us to breach our contract with our
customers and expose us to the risk of liquidated or other damages. If such events were to occur, there
would be a material adverse effect on our business, financial condition and results of operations.
Our Groups insurance coverage may not be adequate
Our Group maintains public liability insurance, motor vehicle insurance, contractors all risks insurance
and insurance for claims for workmens compensation under the Work Injury Compensation Act
(Chapter 354) of Singapore. In addition, our Group has purchased medical insurance for our foreign
workers and fire insurance for our leasehold buildings. However, no insurance can compensate all
potential losses and there can be no assurance that our insurance coverage will be adequate or that
our Groups insurers will pay a particular claim. There are also certain types of risks that are not covered
by our insurance policies, because they are either uninsurable or not economically insurable, including
acts of war and acts of terrorism. In addition, our Group is not insured against loss of key personnel or
business interruption. If such events were to occur, we might be liable for such loss and our Groups
financial performance and financial position might be adversely affected as a result.
32
RISK FACTORS
We may require bank borrowings to finance our expansion plans
As we are expanding our operations, a sufficient level of funding is required to finance our expansion
plans. As at the Latest Practicable Date, we had available bank and credit facilities of approximately
S$17.4 million of which approximately S$5.1 million were unutilised.
While our operating cash flows and re-financing activities have in the past been sufficient to meet
and/or service our debt repayment obligations, there is no assurance that we will be able to continue
to do so in the future. In the event that we are unable to meet our payment obligations in relation to our
existing bank borrowings, we may face the risk of foreclosure of our material assets which have been
mortgaged to the various banks to secure such credit facilities.
Further, there is no assurance that we will be able to obtain financing on terms that are favourable, or
at all, and high interest rates will have an adverse effect on our financial condition and profitability.
Covenants in our loan and financing agreements may limit our flexibility, and breaches of these
covenants could adversely affect our financial condition
The documents underlying our facilities and loans contain provisions requiring us to take or refrain from
taking certain actions. In addition, certain of these financing agreements require that we comply with
various financial covenants, amongst others, maintaining various financial ratios or maintaining
particular gearing levels. Certain of our financing agreements contain restrictive or negative covenants
and other prohibitions that may affect our ability to, amongst others, borrow, pay dividends, dispose of
a substantial part of our assets, enter into contracts outside of the ordinary course of business, effect
a change in shareholders and create security.
These covenants may limit our flexibility in our operations and breaches of these covenants may result
in default under the financing agreements. If we are unable to rectify the default, refinance our
indebtedness or meet our repayment obligations, it will have a material adverse effect on our business,
financial condition, results of operations and prospects.
We may face disruptions in our operations due to an outbreak of diseases among our personnel
An outbreak of SARS, avian influenza, Influenza A (H1N1) virus and/or other communicable diseases,
if uncontrolled, may affect our operations, as well as the operations of our customers, sub-contractors
and suppliers. Any occurrence of a pandemic, an epidemic or outbreak of other disease may have an
adverse effect on our business operations including our ability to travel and deploy personnel for
projects. This will result in longer time required for production and a delay in the delivery to our
customers. Failure to meet our customers expectations may damage our reputation and may, as a
result, lead to claims from customers, loss of business and affect our ability to attract new businesses.
Accordingly, our business and financial performance may be adversely affected.
We may face uncertainties associated with the expansion of our business
Our future plans are as described in the General Information on our Group Business Strategies and
Future Plans section in this Offer Document. There is no assurance that our expansion plans will
achieve a sufficient level of revenue or if we fail to manage our costs, our profitability and financial
position may be adversely affected.
33
RISK FACTORS
We are reliant on key personnel for our continued success and growth
Our Groups success to date is attributable to the contributions and expertise of our Executive Directors
and Executive Officers. Our continued success and growth is, to a large extent, dependent on our ability
to retain our Executive Directors, namely, our Executive Chairman, Lee Koh Yong, CEO, Lee Cheng
Chye, and COO, Chan Teck Ee Vincent, who are responsible for formulating and implementing our
business growth, corporate development and overall business strategy and have been instrumental in
our growth and expansion.
In addition to being familiar with our business, our Executive Directors and Executive Officers have
established strong working relationships with our customers and suppliers. The loss of these personnel
without suitable and timely replacement, or the inability to attract and retain other qualified and
experienced personnel, will have an adverse impact on our operations and our ability to achieve our
objectives.
We are exposed to the credit risks of our customers
Our financial performance and position are dependent, to a certain extent, on the creditworthiness of
our customers. If there are any unforeseen circumstances affecting our customers ability or willingness
to pay us, we may experience payment delays or non-payment. In any of these events, our financial
performance and financial position will be affected adversely. Please refer to the section entitled
General Information on our Group Credit Policy in this Offer Document for more information.
Our Group may face legal disputes which may adversely affect our financial position
We may be involved from time to time in disputes with various parties involved in the projects that we
undertake. These parties include our customers, sub-contractors and suppliers. As we operate a large
fleet of vehicles, these vehicles may also be involved in traffic or other accidents resulting in disputes
with the affected parties. These disputes may lead to legal and other proceedings. Please refer to the
section entitled General and Statutory Information Litigation of this Offer Document for further
details on the legal proceedings that we are currently or have been involved in during the previous 12
months. There is no assurance that we will be able to successfully defend such claims. We may incur
costs, and our time and management resources may be diverted towards defending such claims. If we
are required to pay damages, this may affect our financial position, financial performance and business
operations.
RISKS RELATING TO AN INVESTMENT IN OUR SHARES
Investments in securities quoted on Catalist involve a higher degree of risk and can be less
liquid than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a listing platform
designed primarily for fast-growing and emerging or smaller companies to which a higher investment
risk tends to be attached as compared to larger or more established companies. An investment in
shares quoted on Catalist may carry a higher risk than an investment in shares quoted on the Main
Board of the SGX-ST. Catalist was newly formed in December 2007 and the future success and liquidity
in the market of our Shares cannot be guaranteed.
34
RISK FACTORS
Control by our existing Controlling Shareholders may limit your ability to influence the outcome
of decisions requiring the approval of Shareholders
Upon the completion of this Placement, we anticipate that our Controlling Shareholders, namely, Yong
Seong Investment Pte Ltd, Lee Koh Yong, Lee Hock Seong and Lee Cheng Chye will own an aggregate
of approximately 72.9% of our enlarged share capital after the Placement.
As a result, they will be able to significantly influence all matters requiring approval by our
Shareholders. They will also have veto power with respect to any Shareholders action or approval
requiring a majority vote except where any or all of them are required by the Catalist Rules to abstain
from voting. Such concentration of ownership may also have the effect of delaying, preventing or
deterring a change in control of our Group that may conflict with the interests of our public
Shareholders.
There has been no prior market for our Shares and the Placement may not result in an active or
liquid market
Prior to the Placement, there has been no public market for our Shares. Although we have made an
application to the SGX-ST to list our Shares on the Catalist, there is no assurance that an active trading
market for our Shares will develop, or if it develops, be sustained. There is also no assurance that the
market price for our Shares will not decline below the Placement Price. The market price of our Shares
may be subject to significant fluctuations due to various external factors and events including the
liquidity of our Shares in the market, difference between our actual financial or operating results and
those expected by investors and analysts, the general market conditions and broad market fluctuations.
The Placement Price is determined by us and the Vendors after negotiations with the Manager,
Sponsor and Placement Agent, based on, inter alia, market conditions and estimated market demand
for our Shares. You may not be able to resell your Shares at or above the Placement Price. Volatility
in the trading price of our Shares may be caused by factors outside our control and may be unrelated
or disproportionate to our operating results.
Our share price may be volatile and this may affect your investment in our Shares
An active market may not develop and if it develops, may not be sustained following this Placement.
You may not be able to sell your Shares at or above the Placement Price. Our Share price may be
volatile and may fluctuate significantly and rapidly in response to, inter alia, the following factors, some
of which are beyond our control:
RISK FACTORS
We may require additional funding for our growth plans, and such funding may result in a
dilution of your investment
We attempted to estimate our funding requirements in order to implement our growth plans as set out
in the section entitled General Information on our Group Business Strategies and Future Plans of
this Offer Document. In the event that the costs of implementing such plans exceed these estimates
significantly or that we come across opportunities to grow through expansion plans which cannot be
predicted at this juncture, and our funds generated from our operations prove insufficient for such
purposes, we may need to raise additional funds to meet these funding requirements. These additional
funds may be raised by issuing equity or debt securities or by borrowing from banks or other resources.
We cannot ensure that we will be able to obtain any additional financing on terms that are acceptable
to us, or at all. If we fail to obtain additional financing on terms that are acceptable to us, we will not be
able to implement such plans fully.
Such funding, if raised through the issuance of equity or securities convertible into equity, may be priced
at a discount to the then prevailing market price of our Shares trading on Catalist, resulting in a dilution
of our Shareholders equity interest. If we fail to utilise the new equity to generate a commensurate
increase in earnings, our EPS may be diluted, and this could lead to a decline in the price of our Shares.
Alternatively, if our funding requirements are met by way of additional debt financing, we may have
restrictions placed on us through such debt financing arrangements which may:
Limit our ability to pay dividends or require us to seek consent for the payment of dividends;
Require us to dedicate a substantial portion of our cash flow from operations to payment for our
debt, thereby reducing the availability of our cash flow to fund other capital expenditure, working
capital requirements and other general corporate purposes;
Limit our flexibility in planning for, or reacting to, changes in our business and our industry; and
Impose restrictions on the dilution or change in the shareholding of certain major Shareholders of
our Company.
While we have so far been able to borrow the funds necessary to finance our operations, the current
disruptions, uncertainty or volatility to the credit markets could limit our ability to borrow funds or cause
our borrowing to be more expensive. As such, we may be forced to pay unattractive interest rates,
thereby increasing our interest expense, decreasing our profitability and reducing our financial
flexibility.
Investors in our Shares would face immediate and substantial dilution in the NTA per Share and
may experience future dilution
Our Placement Price of S$0.22 is substantially higher than our Groups NTA per Share of S$0.13 based
on the post-Placement issued share capital. If we were liquidated immediately following this Placement,
each investor purchasing and/or subscribing to this Placement would receive less than the price paid
for his Shares. Please refer to the section entitled Dilution of this Offer Document for further details.
36
RISK FACTORS
Future sales or issuance of our Shares could adversely affect our Share price. Any future sale or
issuance or availability of a large number of our Shares in the public market or perception thereof may
have a downward pressure on our Share price. These factors also affect our ability to sell additional
equity securities in the future, at a time and price we deem appropriate. Save as disclosed under the
section entitled Shareholders Moratorium of this Offer Document, there will be no restriction on the
ability of our Shareholders to sell their Shares either on the Catalist or otherwise.
In addition, our Share price may be under downward pressure if certain of our Shareholders sell their
Shares upon the expiry of their moratorium periods.
Negative publicity may adversely affect our Share price
Negative publicity involving our Group or any of our Directors, Controlling Shareholders or Executive
Officers may adversely affect the market perception or the stock performance of our Company, whether
or not it is justified. Some examples are unsuccessful attempts in joint ventures, takeovers or
involvement in insolvency proceedings.
37
(S$000)
Estimated amount
allocated for each
dollar of the gross
proceeds to be raised
by us from the issue
of the New Shares
(cent)
2,000
30.1
1,500
22.6
1,775
26.7
5,275
79.4
The foregoing discussion represents our Companys best estimate of our allocation of the net proceeds
to be raised by us from the issue of the New Shares based on our current plans and estimates
regarding our anticipated expenditures. Actual expenditures may vary from these estimates and we
may find it necessary or advisable to reallocate the net proceeds within the categories described above
or to use portions of the net proceeds for other purposes. In the event that we decide to reallocate the
net proceeds to be raised by us from the issue of the New Shares for other purposes, our Company will
publicly announce our intention to do so through a SGXNET announcement to be posted on the internet
at the SGX-ST website, http://www.sgx.com.
Please also refer to the section General Information on our Group Business Strategies and Future
Plans of this Offer Document for further details on our plans above. In particular, our future plans may
be funded, apart from the proceeds to be raised by us from the issue of the New Shares, either through
internally generated funds and/or external borrowings.
Pending the deployment of the net proceeds as aforesaid, the funds will be placed in short-term
deposits with financial institutions, used to invest in short-term money market instruments and/or used
for working capital requirements as our Directors may deem appropriate.
In the reasonable opinion of our Directors, there is no minimum amount which must be raised from the
Placement.
None of the proceeds of the Placement will be used to discharge, reduce or retire any indebtedness of
our Group.
38
(S$000)
Listing fees (including processing fees)
Professional fees(2)
Placement commission
(3)
Miscellaneous expenses
Total
Estimated amount
allocated for each
dollar of the gross
proceeds to be raised
by us from the issue
of the New Shares
(cent)
34
0.5
838
12.6
199
3.0
300
4.5
1,371
20.6
Notes:
(1)
Of the total estimated listing expenses to be borne by our Company of approximately of S$1.4 million, approximately S$1.0
million will be capitalised against share capital and the balance of the estimated listing expenses will be charged to the profit
or loss.
(2)
This excludes professional fees paid by our Company to PPCF which will be satisfied in part by the issuance and allotment
of 2,238,000 PPCF Shares to PPCF representing approximately 1.25% of the post-Placement issued share capital of our
Company at the Placement Price for each PPCF Share. For more details, please refer to the sections entitled Share
Capital and Shareholders of this Offer Document. This also excludes fees paid by our Company to SP Corporate Advisory
which will be satisfied in part by the issuance and allotment of 1,348,000 FSP Shares to our Non-Executive Director, Foo
Shiang Ping representing approximately 0.75% of the post-Placement issued share capital of our Company at the
Placement Price for each Share.
(3)
The amount of placement commission per Placement Share, agreed upon between the Placement Agent and our Company
is 3.0% of the Placement Price payable for each Placement Share. Please refer to the section entitled General and
Statutory Information Management and Placement Arrangements of this Offer Document for more details.
39
PLAN OF DISTRIBUTION
The Placement
The Placement is for 32,214,000 Placement Shares offered in Singapore and the Listing is managed
and sponsored by PPCF.
Prior to the Placement, there has been no public market for our Shares. The Placement Price is
determined by our Company and the Vendors, in consultation with the Manager, Sponsor and
Placement Agent, and after taking into consideration, inter alia, prevailing market conditions and
estimated market demand for the Placement Shares determined through a book-building process. The
Placement Price is the same for all the Placement Shares and is payable in full on application.
Pursuant to the Management Agreement entered into between us, the Vendors and PPCF as set out
in the section entitled General and Statutory Information Management and Placement
Arrangements of this Offer Document, we and the Vendors have appointed PPCF and PPCF has
agreed to manage and to act as full sponsor for the Listing. The Manager, Sponsor and Placement
Agent will receive a management fee for its services rendered in connection with the Placement.
The Placement Shares are made available to retail and institutional investors who may apply through
their brokers or financial institutions by way of the Application Forms. Applications for the Placement
Shares may only be made by way of printed Application Forms as described in Appendix H of this Offer
Document.
Pursuant to the Placement Agreement entered into between us, the Vendors and the Placement Agent
as set out in the section entitled General and Statutory Information Management and Placement
Arrangements of this Offer Document, our Company and the Vendors have appointed PPCF as the
Placement Agent and PPCF has agreed to procure purchasers for and/or subscriptions for the
Placement Shares for a placement commission of 3.0% of the aggregate Placement Price payable to
us and the Vendors for the total number of Placement Shares successfully purchased or subscribed for.
Subject to any applicable laws and regulations, the Company agrees that the Placement Agent shall be
at liberty at its own expense to appoint one or more sub-placement agents under the Placement
Agreement upon such terms and conditions as the Placement Agent may deem fit.
Purchasers and subscribers of the Placement Shares may be required to pay brokerage of 1.0% of the
Placement Price (and the prevailing goods and services tax thereon, if applicable) to the Placement
Agent or any sub-placement agent that may be appointed by the Placement Agent.
Purchase of and Subscription for Placement Shares
Save for our Executive Director and COO, Chan Teck Ee Vincent, none of our Directors or Substantial
Shareholders intends to purchase and/or subscribe for the Placement Shares pursuant to the
Placement.
To the best of our knowledge, as at the date of this Offer Document, we are not aware of any person
who intends to purchase and/or subscribe for more than 5% of the Placement Shares in the Placement.
However, through a book-building process to assess market demand for our Shares, there may be
person(s) who may indicate an interest to purchase and/or subscribe for more than 5% of the
Placement Shares. If such person(s) were to make an application for more than 5% of the Placement
Shares and are subsequently allotted such number of Shares, we will make the necessary
announcements at the appropriate time. The final allocation of Shares will be in accordance with the
shareholding spread and distribution guidelines as set out in the Catalist Rules.
40
PLAN OF DISTRIBUTION
No Shares shall be allotted or allocated on the basis of this Offer Document later than six months after
the date of registration of this Offer Document by SGX-ST acting as agent on behalf of the Authority.
INTERESTS OF THE MANAGER, SPONSOR AND PLACEMENT AGENT
In the reasonable opinion of our Directors, PPCF does not have a material relationship with our
Company save as disclosed below and in the section entitled General and Statutory Information
Management and Placement Arrangements of this Offer Document:
(a)
PPCF is the Manager, Sponsor and Placement Agent in relation to the Placement;
(b)
PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the date
our Company is admitted and listed on Catalist; and
(c)
Pursuant to the Management Agreement and as part of PPCFs management fees as the
Manager, Sponsor and Placement Agent, the Company will issue and allot to PPCF 2,238,000
PPCF Shares, representing 1.25% of the post-Placement issued share capital of the Company,
at the Placement Price for each PPCF Share. After the completion of the relevant moratorium
periods as set out in the section entitled Shareholders Moratorium of this Offer Document,
PPCF will be disposing its shareholding interest in our Company at its discretion.
41
DIVIDEND POLICY
Our subsidiaries, 800 Super and YS Yong declared, and paid out on 15 April 2011, dividends of S$1.0
million each in respect of the financial year ended 30 June 2010, to their then shareholders.
Save as disclosed above, none of our subsidiaries has declared or paid dividends in the Period Under
Review and for the period from 1 January 2011 to the Latest Practicable Date. Our Company has not
distributed any dividends since its incorporation in April 2011.
We currently do not have a fixed dividend policy. The declaration and payment of dividends in the future
will depend on the level of our retained earnings, expected future earnings, cash flow, financial
conditions, projected levels of capital expenditures and investment plans, including such legal or
contractual restrictions as may from time to time apply, as well as general business conditions and other
factors which our Directors may deem appropriate (Dividend Factors). Future dividends will be paid
by us upon approval by our Shareholders and Directors.
We may declare an annual dividend with the approval of our Shareholders in a general meeting, but the
amount of such dividend shall not exceed the amount recommended by our Directors. Our Directors
may declare an interim dividend without the approval of our Shareholders.
Subject to the above, our Directors intend to recommend and distribute dividends of not less than 20%
of our net profits attributable to our Shareholders for each of FY2011 and FY2012 (Proposed
Dividends).
However, investors should note that all foregoing statements, including statements on the Proposed
Dividends, are merely statements of our present intention and shall not constitute legally binding
statements in respect of our future dividends, which may be subject to modification (including reduction
or non-declaration thereof) at our Directors sole and absolute discretion. Investors should not treat the
Proposed Dividends as an indication of our Groups future dividend policy. No inference should or can
be made from any of the foregoing statements as to our actual future profitability or ability to pay
dividends in any of the periods discussed. The form, frequency and amount of future dividends will
depend on the Dividend Factors.
There can be no assurance that dividends will be paid in the future or as to the timing of any dividends
that are to be paid in the future.
For information relating to taxes payable on dividends, please refer to the section entitled Taxation of
this Offer Document.
42
SHARE CAPITAL
Our Company (company registration number 201108701K) was incorporated in Singapore on 11 April
2011 under the Companies Act as a private limited company under the name of 800 Super Holdings
Pte. Ltd..
On 16 June 2011, we changed our name to 800 Super Holdings Limited and converted into a public
company.
As at the date of incorporation, our issued and paid-up capital was S$1.00 comprising one Share. As
at the date of the Offer Document, our issued and paid-up capital was S$17,148,200 comprising
145,000,000 Shares.
Pursuant to the extraordinary general meeting of our Shareholders held on 10 June 2011, our
Shareholders approved, inter alia, the following:
(a)
the allotment and issue of 4,999,999 Shares in the share capital of our Company pursuant to the
Restructuring Exercise;
(b)
the sub-division of each Share in the issued and paid-up share capital of our Company into 29
ordinary Shares (the Sub-Division);
(c)
the conversion of our Company into a public company limited by shares and the consequential
change of name to 800 Super Holdings Limited;
(d)
(e)
subsequent to the completion of the Sub-Division, the allotment and issue of PPCF Shares to
PPCF in satisfaction of their management fees as the Manager, Sponsor and Placement Agent,
which when allotted or allocated, issued and fully paid, will rank pari passu in all respects with the
existing issued Shares;
(f)
subsequent to the completion of the Sub-Division, the allotment and issue of FSP Shares to Foo
Shiang Ping as part of the consideration for advisory services rendered by SP Corporate Advisory
to our Group in preparing for the Listing, which when allotted or allocated, issued and fully paid,
will rank pari passu in all respects with the existing issued Shares. SP Corporate Advisory is a
sole-proprietorship owned by Foo Shiang Ping;
(g)
subsequent to the completion of the Sub-Division, the allotment and issue of the New Shares
pursuant to the Placement, which when allotted or allocated, issued and fully paid, will rank pari
passu in all respects with the existing issued Shares;
(h)
the approval of the listing and quotation of all the issued Shares (including the Vendor Shares) and
the New Shares to be issued and allotted pursuant to the Placement, the PPCF Shares and the
FSP Shares on Catalist; and
(i)
the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to
(i)
allot and issue Shares whether by way of rights, bonus or otherwise (including Shares as
may be issued pursuant to any Convertible Securities (as defined below) made or granted
by the Directors while this resolution is in force notwithstanding that the authority conferred
by this resolution may have ceased to be in force at the time of issue of such Shares); and/or
(ii)
make or grant offers, agreements or options (collectively, Convertible Securities) that might
or would require Shares to be issued, including but not limited to the creation and issue of
warrants, debentures or other instruments convertible into Shares,
43
SHARE CAPITAL
at any time and upon such terms and conditions and for such purposes and to such persons as
our Directors may in their absolute discretion deem fit, provided that the aggregate number of
Shares issued pursuant to such authority (including Shares to be issued pursuant to any
Convertible Securities but excluding Shares which may be issued pursuant to any adjustments
(Adjustments) effected under any relevant Convertible Securities, which Adjustment shall be
made in compliance with the provisions of the Catalist Rules for the time being in force (unless
such compliance has been waived by the SGX-ST) and the Articles of Association for the time
being of our Company), shall not exceed 100% of the post-Placement issued share capital of our
Company (excluding treasury shares), and provided that the aggregate number of such Shares
to be issued other than on a pro rata basis in pursuance of such authority (including Shares to be
issued pursuant to any Convertible Securities but excluding shares which may be issued pursuant
to any Adjustment effected under any relevant Convertible Securities) to the existing
Shareholders shall not exceed 50% of the post-Placement issued share capital of our Company
(excluding treasury shares), and, unless revoked or varied by our Company in general meeting,
such authority shall continue in force until the conclusion of the next annual general meeting of our
Company or the date by which the next annual general meeting of our Company is required by
law to be held, whichever is the earlier.
As at the date of this Offer Document, there is only one class of shares in the capital of our Company,
being ordinary shares. A summary of the Articles of Association of our Company relating to, amongst
others, the voting rights of our Shareholders is set out under Appendix E of this Offer Document.
There are no founder, management, deferred or unissued Shares reserved for issuance for any
purpose.
No person has been, or is permitted to be, given an option to subscribe for or purchase any securities
of our Company or any of our subsidiaries.
Upon the allotment or allocation and issue of the New Shares which are the subject of the Placement,
the PPCF Shares and the FSP Shares, the resultant issued and paid-up share capital of our Company
will be S$23,565,200 divided into 178,800,000 Shares.
Details of the changes in the issued and paid-up share capital of our Company since our incorporation
and immediately after the Placement are as follows:
Number of issued
Share(s)
Issued and paid-up Share as at incorporation
Issue of Shares pursuant to the Restructuring Exercise
Sub-Division
Issue of PPCF Shares, FSP Shares and New Shares
4,999,999
17,148,199
5,000,000
17,148,200
145,000,000
17,148,200
6,417,000(1)
33,800,000
178,800,000
23,565,200
Note:
(1)
This takes into account the capitalisation of estimated listing expenses of approximately S$1.0 million.
44
SHARE CAPITAL
Save as disclosed above, there have been no other changes in the share capital of our Company since
the date of its incorporation, being 11 April 2011.
The shareholders equity of our Company as at incorporation, after the completion of Restructuring
Exercise, and after the issue of the PPCF Shares, the FSP Shares and the New Shares are set forth
below.
As at date of
incorporation
After the
completion
of the
Restructuring
Exercise
145,000,000
17,148,200
Note:
(1)
This takes into account the capitalisation of estimated listing expenses of approximately S$1.0 million.
45
178,800,000
23,565,200(1)
SHAREHOLDERS
OWNERSHIP STRUCTURE
Our Shareholders and their respective shareholdings in our Company immediately before and after the
Placement are set out below.
Before the Placement
Direct Interest
Number of
Shares
Deemed Interest
Number of
Shares
5,562,200
3.84
116,000,000
80.00
4,767,600
3.29
116,000,000
Ng Tiak Soon
Lye Hoong Yip
Raymond
Direct Interest
Deemed Interest
Number of
Shares
5,002,200
2.80
116,000,000
64.88
80.00
4,287,600
2.40
116,000,000
64.88
200,000
0.11
1,348,000
0.75
116,000,000
80.00
116,000,000
64.88
Venstar Investments
Ltd.(4)
9,135,000
6.30
9,135,000
5.11
5,562,200
3.84
116,000,000
80.00
5,002,200
2.80
116,000,000
64.88
1,986,500
1.37
1,786,500
1.00
1,191,900
0.82
1,071,900
0.60
794,600
0.55
714,600
0.40
2,238,000
1.25
32,014,000
17.90
100.0(6)
178,800,000
100.0
Directors
Lee Koh Yong
(1)(2)
(1)(2)
(3)
Number of
Shares
Substantial
Shareholders (other
than Directors)
Yong Seong
Investment Pte. Ltd.(2)
Other Shareholders
Lee Kim Eng(1)
Lee Thiam Seng
(1)
(5)
Public
Total
(1)
145,000,000
Notes:
(1)
Lee Koh Yong, Lee Cheng Chye, Lee Hock Seong, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng are siblings.
(2)
Yong Seong Investment Pte. Ltd. is an investment holding company incorporated in Singapore on 11 April 2011. As at the
date of this Offer Document, the shareholders of Yong Seong Investment Pte. Ltd. are Lee Koh Yong (28%), Lee Cheng
Chye (24%), Lee Hock Seong (28%), Lee Thiam Seng (6%), Lee Kim Eng (10%) and Lee Chuan Heng (4%). Lee Koh Yong,
Lee Cheng Chye and Lee Hock Seong have a deemed interest in the Shares held by Yong Seong Investment Pte. Ltd. in
our Company pursuant to Section 7 of the Companies Act.
(3)
Our Company will issue and allot 1,348,000 FSP Shares to Foo Shiang Ping, representing 0.75% of the post-Placement
issued share capital of the Company, at the Placement Price for each FSP Share which will form part of the consideration
for advisory services rendered by SP Corporate Advisory to our Group in preparing for the Listing. SP Corporate Advisory
is a sole-proprietorship owned by Foo Shiang Ping.
46
SHAREHOLDERS
(4)
Pursuant to a sale and purchase agreement entered into between Venstar Investments Ltd. and the following individuals,
namely Lee Koh Yong, Lee Hock Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng on 5 April
2011 as supplemented by a supplemental sale and purchase agreement dated 9 June 2011, Venstar Investments Ltd.
agreed to purchase from the aforementioned individuals an aggregate of 315,000 Shares in our Company (which were
issued and allotted to them by our Company as part of our Restructuring Exercise. Please refer to the section entitled
Restructuring Exercise of this Offer Document for more details.) for a consideration of a total sum of S$2.0 million. Venstar
Investments Ltd. (formerly known as Venstar Investments Pte. Ltd.) is a company incorporated in Singapore in 2008. It is
a private equity investment company managed by Venstar Capital Management Pte. Ltd. on a full discretionary basis. The
shareholders of Venstar Investments Ltd. comprise mainly local and foreign high net worth individual investors and
corporate investors. By virtue of its discretionary investment management and advisory powers in Venstar Investments Ltd.
and of section 4 of the SFA, Venstar Capital Management Pte. Ltd. is deemed interested in the Shares held by Venstar
Investments Ltd. Further, the shareholders of Venstar Capital Management Pte. Ltd. are Koh Eng Hong, Ang Kian Heng and
Chua Beng Huat in the proportion of 50%, 25% and 25% respectively. As at the date of this Offer Document, the
shareholders of Venstar Investments Ltd. and Venstar Capital Management Pte. Ltd. are unrelated to any of our Directors
or Substantial Shareholders. By virtue of Section 4 of the SFA, Koh Eng Hong, Ang Kian Heng and Chua Beng Huat are
also deemed interested in the Shares held by Venstar Investments Ltd. in our Company.
(5)
Pursuant to the Management Agreement and as part of PPCFs management fees as the Manager, Sponsor and Placement
Agent, the Company will issue and allot to PPCF 2,238,000 PPCF Shares, representing 1.25% of the post-Placement issued
share capital of the Company, at the Placement Price for each PPCF Share. After the completion of the relevant moratorium
periods as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF will be disposing its
shareholding interests in our Company at its discretion.
(6)
Save as disclosed above and in the sections entitled Shareholders Ownership Structure and
Directors, Management and Staff of this Offer Document, there are no other relationships among our
Directors and Substantial Shareholders.
The Shares held by our Directors and Substantial Shareholders do not have different voting rights from
other Shares of our Company.
Save as disclosed above, our Company is not, whether directly or indirectly, owned or controlled by
another corporation, any government or other natural or legal person whether severally or jointly.
There is no known arrangement, the operation of which may, at a subsequent date, result in a change
in the control of our Company.
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed in this section and the section entitled Restructuring Exercise of this Offer
Document, there have been no significant changes in percentage of ownership of our Shares since the
incorporation of our Company on 11 April 2011 and until the Latest Practicable Date.
47
SHAREHOLDERS
VENDORS
The Vendors and the number of Vendor Shares they will each offer pursuant to the Placement are set
out below.
Share held immediately
before the Placement
Number of
Shares
% of postPlacement
share
capital
Number of
Shares
% of postPlacement
share
capital
3.84
560,000
0.39
0.31
5,002,200
2.80
5,562,200
3.84
560,000
0.39
0.31
5,002,200
2.80
4,767,600
3.29
480,000
0.33
0.27
4,287,600
2.40
1,986,500
1.37
200,000
0.14
0.11
1,786,500
1.00
1,191,900
0.82
120,000
0.08
0.07
1,071,900
0.60
794,600
0.55
80,000
0.06
0.04
714,600
0.40
Number of
Shares
(2)
5,562,200
(2)
(1) (2)
(1)
(1) (2)
% of prePlacement
share
capital
% of prePlacement
share
capital
Name
Notes:
(1)
Lee Koh Yong, Lee Cheng Chye, Lee Hock Seong, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng are siblings.
(2)
Lee Koh Yong and Lee Cheng Chye are our Executive Directors; and Lee Kim Eng and Lee Chuan Heng are our Executive
Officers.
MORATORIUM
To demonstrate their commitment to our Group, our Companys Controlling Shareholders and their
Associates, namely Yong Seong Investment Pte Ltd, Lee Koh Yong, Lee Hock Seong and Lee Cheng
Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng, have undertaken not to sell, transfer,
assign, or otherwise dispose of any part of their respective shareholding interests in our Company for
a period of six months from the date of our Companys admission to the Catalist, and for a period of six
months thereafter, not to reduce their interests in our Company to below 50.0% of each of their original
shareholdings.
Lee Koh Yong, Lee Cheng Chye, Lee Hock Seong, Lee Thiam Seng, Lee Kim Eng and Lee Chuan
Heng, being all the shareholders of Yong Seong Investment Pte. Ltd., have undertaken not to sell,
transfer, assign, or otherwise dispose any part of their interests in Yong Seong Investment Pte. Ltd. for
a period of twelve months from the date of our Companys admission to the Catalist.
Venstar Capital Management Pte. Ltd., being the investment manager of Venstar Investments Ltd., has
also undertaken not to sell, transfer, assign, or otherwise dispose of any part of the interests held by
Venstar Investments Ltd. in our Company for a period of six months from the date of our Companys
admission to the Catalist, and for a period of six months thereafter, not to reduce its interests in our
Company to below 50.0% of its original shareholdings.
Others
Pursuant to the Management Agreement and as part of PPCFs fees as the Manager, Sponsor and
Placement Agent, our Company will issue and allot to PPCF 2,238,000 PPCF Shares representing
1.25% of the post-Placement issued share capital of the Company at the Placement Price for each
PPCF Share.
48
SHAREHOLDERS
PPCF has undertaken not to sell, transfer or otherwise dispose of any part of its shareholding interests
in our Company for a period of six months after the date of our Companys admission to the Catalist
and for a period of six months thereafter, not to reduce its interests in our Company to below 50.0% of
its original shareholdings in our Company. Upon completion of the aforesaid moratorium periods, PPCF
will be disposing of its shareholding interests in our Company at its discretion.
Our Company will issue and allot 1,348,000 FSP Shares to Foo Shiang Ping, representing 0.75% of the
post-Placement issued share capital of the Company, at the Placement Price for each FSP Share which
will form part of the consideration for advisory services rendered by SP Corporate Advisory to our
Group in preparing for the Listing. SP Corporate Advisory is a sole-proprietorship owned by Foo Shiang
Ping.
Foo Shiang Ping has undertaken not to sell, transfer or otherwise dispose of any part of his
shareholding interests in our Company for a period of six months from the date of our Companys
admission to the Catalist, and for a period of six months thereafter, not to reduce his interests in our
Company to below 50.0% of his original shareholding.
49
DILUTION
Dilution is the amount by which the Placement Price paid by the purchasers and/or subscribers of the
Placement Shares in the Placement exceeds our NTA per Share after the Placement. Our Pro Forma
NTA per Share based on the unaudited pro forma balance sheet of our Group as at 31 December 2010
(Pro Forma NTA) after adjusting for the Restructuring Exercise but before adjusting for the estimated
net proceeds from the Placement and based on the pre-Placement share capital of 145,000,000
Shares was 11.8 cents.
Based on the issue of 30,214,000 New Shares at the Placement Price, pursuant to the Placement and
after deducting estimated listing expenses, our Pro Forma NTA per Share based on the post-Placement
share capital of 178,800,000 Shares would have been 12.5 cents. This represents an immediate
increase of 0.7 cents to the Pro Forma NTA per Share to our existing Shareholders and an immediate
dilution in the Pro Forma NTA per Share of 9.5 cents to our new investors.
The following table illustrates the dilution per Share:
Cents
Placement Price per Share
22.0
Pro Forma NTA per Share based on the pre-Placement share capital of
145,000,000 Shares
11.8
Increase or (decrease) in Pro Forma NTA per Share attributable to our existing
Shareholders based on the post-Placement share capital of 178,800,000 Shares
Pro Forma NTA per Share after the Placement of 30,214,000 New Shares and based
on the post-Placement share capital of 178,800,000 Shares
Dilution in Pro Forma NTA per Share to new public investors
Dilution in Pro Forma NTA per Share to new public investors (%)
50
0.7
12.5
9.5
43.2
DILUTION
The following table summarises the total number of Shares issued by us to our existing Shareholders
as at the date of this Offer Document, the consideration paid by each of them and the average effective
cost per share to be paid by new public investors who purchase and/or subscribe for the Placement
Shares at the Placement Price pursuant to the Placement:
Total
Consideration
(S$)
Total Number of
Shares
Average
effective cost
per Share
(cents)
3,248,000
116,000,000
2.8
229,600
8,120,000
2.8
229,600
8,120,000
2.8
196,800
6,960,000
2.8
296,560
1,348,000
22.0
44,000
200,000
22.0
82,000
2,900,000
2.8
49,000
1,740,000
2.8
32,800
1,160,000
2.8
2,000,000
9,135,000
21.9
492,360
2,238,000
22.0
7,087,080
32,214,000
22.0
(2)
Our Company will issue and allot 1,348,000 FSP Shares to Foo Shiang Ping, representing 0.75% of the post-Placement
issued share capital of the Company, at the Placement Price for each FSP Share which will form part of the consideration
for advisory services rendered by SP Corporate Advisory to our Group in preparing for the Listing. SP Corporate Advisory
is a sole-proprietorship owned by Foo Shiang Ping.
(2)
Pursuant to the Management Agreement and as part of PPCFs management fees as the Manager, Sponsor and Placement
Agent, the Company will issue and allot to PPCF 2,238,000 PPCF Shares, representing 1.25% of the post-Placement issued
share capital of the Company, at the Placement Price for each PPCF Share. After the completion of the relevant moratorium
periods as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF will be disposing of
its shareholding interests in our Company at its discretion.
51
GROUP STRUCTURE
Our Group structure after the Restructuring Exercise and as at the date of this Offer Document is as
follows:
Company
100%
100%
100%
YS Yong
800 Super
100%
Green Recycling
800 Landscape
The details of our Subsidiaries after the Restructuring Exercise and as at the date of this Offer
Document are as follows:
Name of company
Effective equity
held by our
Company
Principal business
4 June 1986
Singapore
100%
YS Yong
Services Pte Ltd
28 July 1994
Singapore
Provision
of
contract
cleaning
and
conservancy services, grass-cutting services,
landscaping services, pest control services
and maintenance services
100%
2 July 2002
Singapore
800 Landscape
Pte. Ltd.
21 October 2009
Singapore
of
100%
refuse
100%
None of our Subsidiaries are listed on any stock exchange. We do not have any Associated
Companies.
52
FY2008
Audited
FY2009
Unaudited
HY2010
HY2011
FY2010
55,355
60,837
69,580
34,002
37,322
298
173
(S$000)
Revenue
Other income
Other losses
Purchase of supplies and disposal
charges
345
416
215
(12)
(22)
(22)
(22,348)
(22,276)
(22,928)
(11,298)
(12,346)
Sub-contractor charges
(3,064)
(4,174)
(5,698)
(3,194)
(1,943)
(1,370)
(2,242)
(2,796)
(1,345)
(1,442)
Other expenses
(5,260)
(5,976)
(7,128)
(3,692)
(4,633)
(21,065)
(22,308)
(25,049)
(11,426)
(14,562)
(198)
(228)
(401)
(193)
(235)
2,348
3,966
(192)
Net profit(1)
(521)
2,156
3,445
5,974
(769)
3,047
(439)
2,334
(369)
5,205
2,608
1,965
(97)
(10)
17
10
16
(97)
(10)
17
10
16
(3)
2,059
3,435
5,222
2,618
1,981
1.49
2.38
3.59
1.80
1.36
1.21
1.93
2.91
1.46
1.10
Notes:
*
Negligible
(1)
Had the Service Agreements (set out in the section entitled Directors, Management and Staff Service Agreements of
this Offer Document) been in place since 1 July 2009, our combined profit before income tax, net profit and EPS computed
based on our post-Placement share capital of 178,800,000 Shares for FY2010 would have been approximately S$5.2
million, S$4.6 million and 2.57 cents respectively.
(2)
For comparative purposes, the EPS for the Period Under Review have been computed based on the net profit of the
Company and the pre-Placement share capital of 145,000,000 Shares.
(3)
For comparative purposes, the adjusted EPS for the Period Under Review have been computed based on the net profit of
the Company and the post-Placement share capital of 178,800,000 Shares.
53
Unaudited as at
31 December 2010
2,698
4,240
13,946
13,774
1,333
1,069
17,977
19,083
17,214
17,092
65
81
17,279
17,173
35,256
36,256
8,380
6,844
Borrowings
2,612
2,637
982
641
11,974
10,122
5,255
6,127
879
879
6,134
7,006
Total Liabilities
18,108
17,128
Net Assets
17,148
19,128
4,100
4,100
(S$000)
Current Assets
Cash and bank balances
Trade and other receivables
Other current assets
Non-Current Assets
Property, plant and equipment
Financial assets, available-for-sale
Total Assets
Current Liabilities
Non-current Liabilities
Borrowings
Deferred income tax liabilities
Share capital
Fair value reserve
(44)
(28)
Retained profits
13,092
15,056
Total Equity
17,148
19,128
11.83
13.19
NTA per Share is computed based on the net tangible asset value and our pre-Placement share capital of 145,000,000
Shares.
54
increasing competition
the ability of our Group to recruit and retain personnel to provide quality services to meet the
demands of our customers
Please refer to the section entitled Risk Factors of this Offer Document for other factors which may
affect our revenue.
55
56
57
58
60
61
62
63
64
FY2008
FY2009
FY2010
HY2011
3,958
5,507
5,857
1,961
(811)
(3,369)
(6,825)
(982)
(2,939)
(66)
1,286
563
208
2,072
318
1,542
100
308
2,380
2,698
308
2,380
2,698
4,240
FY2008
In FY2008, we recorded a net cash inflow from operating activities of S$4.0 million which comprised
mainly cash generated from operating activities before working capital changes of S$3.9 million and
working capital inflow of S$0.3 million, offset by interest payments of S$0.2 million and tax payments
of S$50,000.
The net working capital inflow was attributable to a decrease in trade and other receivables of S$0.9
million, offset by a decrease in trade and other payables of S$0.5 million and an increase in other
current assets of S$20,000.
Net cash used in investing activities amounted to S$0.8 million. This was mainly attributable to the
purchase of property, plant and equipment of S$0.9 million and offset mainly by proceeds from the
disposal of property, plant and equipment of S$0.1 million.
Net cash used in financing activities amounted to S$2.9 million due mainly to repayments of finance
lease liabilities and borrowings of S$1.7 million and S$1.4 million respectively. This was offset by
proceeds from the issuance of shares of S$0.2 million.
As at the end of FY2008, our Groups cash and bank balances stood at S$0.3 million.
FY2009
Net cash inflow from operating activities amounted to S$5.5 million in FY2009. This comprised of
mainly cash generated from operations before working capital changes of S$6.4 million, working capital
outflow of S$0.6 million, interest payments of S$0.2 million and tax payments of S$31,000.
The net working capital outflow was mainly due to the increase in other current assets of S$0.8 million,
the decrease in trade and other receivables of S$0.1 million and the increase in trade and other
payables by S$15,000.
Net cash outflow used in investing activities was S$3.4 million, attributable mainly to the purchase of
motor vehicles and leasehold building.
65
66
(S$000)
FY2008
HY2011
1 January 2011
to the Latest
Practicable Date
FY2009
FY2010
2,879
2,477
1,355
2,256
2,854
889
1,040
285
196
162
Machinery
172
265
1,144
329
32
Boats
44
Office Equipment
56
32
80
33
214
Computers
18
28
20
16
35
63
54
1,892
5,691
6,844
1,320
1,304
383
135
40
146
Machinery
44
Boats
Office Equipment
Computers
32
Renovation
39
383
218
72
146
Acquisition (Cost)
Leasehold buildings
Motor vehicles
Disposal (Cost)
Leasehold buildings
Motor vehicles
In FY2009, we acquired a leasehold building at 17A Senoko Way amounting to S$2.9 million as part of
our business expansion. In FY2010, we acquired S$1.1 million worth of machinery mainly for our street
cleansing project. In FY2010, we acquired a leasehold building at 2 Loyang Walk amounting to S$2.5
million as part our business expansion. The above capital expenditures were financed primarily by
finance leases, bank borrowings and internally generated funds. The capital expenditures incurred from
FY2008 to the Latest Practicable Date were mainly for the purchase of leasehold buildings, motor
vehicles and machinery for the Groups operations.
67
S$000
Fixed assets contracted for but not provided for in the
financial statements
As at
31 December 2010
As at the Latest
Practicable Date
294
903
S$000
As at the Latest
Practicable Date
421
314
525
416
3,599
3,551
Contingent Liabilities
As at the Latest Practicable Date, our Group did not have any contingent liabilities.
SEASONALITY
Our business is not subjected to significant seasonality.
INFLATION
For the Period Under Review, the performance of the Group had not been materially impacted by
inflation.
FOREIGN EXCHANGE MANAGEMENT
Our Group operates solely in Singapore where there are no transactions undertaken with foreign
currencies. As such, we do not have a formal foreign currency hedging policy with respect to any
possible foreign exchange exposure. We will continue to monitor any foreign exchange exposure in the
future and will consider formalising a hedging policy to manage the foreign exchange exposure should
the need arise.
If there is a need to enter into any hedging transaction in the future, we will obtain the approval of our
Board on the policy for entering into such hedging transaction before proceeding. In addition, we will
also put in place adequate procedures which would be reviewed and approved by our Audit Committee.
68
69
as at 30 April 2011, being a date no earlier than 60 days before lodgement date; and
(b)
as adjusted to give effect to the application of the net proceeds from the Placement after
deducting the estimated listing expenses in relation to the Placement.
S$000
Cash and bank balances
As at
30 April 2011
3,453
8,728
1,216
1,216
Indebtedness
Current
347
347
797
797
960
960
Non-current
3,273
3,273
1,531
1,531
8,124
8,124
Shareholders equity
18,716
23,991(1)
26,840
32,115
Total indebtedness
Capitalisation
Note:
(1)
This takes into account the capitalisation of estimated listing expenses of approximately S$1.0 million.
As at the Latest Practicable Date, there were no material changes to our capitalisation and
indebtedness as disclosed above, save for changes in our reserves arising from day-to-day operations
in the ordinary course of business.
As at the Latest Practicable Date, the Group had available credit facilities of approximately S$17.4
million, of which approximately S$5.1 million was unutilised. Our facilities of approximately S$12.3
million comprise loans, hire purchase leases and trade facilities, which were used for the acquisition of
leasehold buildings and equipment, and working capital.
70
Banks/Financial
Institutions
Nature of
facility
Facility
(S$000)
Utilised
amount as at
the Latest
Practicable
Date
(S$000)
Term loan
1,928
1,928
Note (1)
26 April 2026
Hire
purchase
500
500
2.50%
30 November
2011
Term loan
1,690
1,690
5.00%
30 April 2014
Oversea-Chinese
Banking Corporation
Limited
Bankers
Guarantee
2,393
2,393
Note (2)
31 December
2013
Overseas-Chinese
Banking Corporation
Limited
Letter of
Credit
100
100
Note (2)
N/A
Oversea-Chinese
Banking Corporation
Limited
Overdraft
974
974
6.50%
N/A
Oversea-Chinese
Banking Corporation
Limited
Bridging
Loan
1,500
1,500
5.00%
1 August 2014
Oversea-Chinese
Banking Corporation
Limited
Hire
Purchase
2,581
1,683
898
1.8% to
2.9%
29 February
2012
Term loan
1,836
1,836
Note (3)
25 February
2019
Construction
Loan
1,500
1,500
Note (4)
26 April 2016
Overdraft
1,000
1,000
5.25%
N/A
Hire
Purchase
647
647
2.5% to
2.7%
29 June 2012
Credit Card
200
200
5.25%
N/A
Hire
Purchase
556
556
2.5% to
2.6%
30 September
2011
Hire
Purchase
43
43
2.99%
24 October
2011
17,448
12,276
5,172
Total
Unutilised
amount as at
the Latest
Practicable
Date
(S$000)
Interest rate
(per annum)
Maturity profile
Notes:
(1)
Interest rate is at 1.75% per annum plus 3-month swap offer rate.
(2)
(3)
Interest rate at 1.35% per annum plus 3-month swap offer rate for the first year, 1.38% per annum plus 3-month swap offer
rate for the second year and thereafter, 2% per annum plus 3-month swap offer rate.
(4)
Interest rate at 1.5% per annum over the banks prime rate for first six months and thereafter, interest at 1.5% per annum
plus 3-month swap offer rate or 1.5% per annum over the applicable 3-month cost of funds, whichever is the higher.
72
RESTRUCTURING EXERCISE
RESTRUCTURING EXERCISE
We undertook the following Restructuring Exercise to streamline and rationalise our Group structure in
connection with the Placement:
(a)
(b)
Share swaps between the original shareholders of our Subsidiaries for Shares in our
Company
Pursuant to the Restructuring Exercise carried out pursuant to a share swap agreement dated 9
May 2011 (Share Swap Agreement) between our Company and Lee Koh Yong, Lee Hock
Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng, all the then
shareholders of 800 Super, 800 Landscape, Green Recycling and YS Yong transferred all their
respective shareholding interests in the respective Subsidiaries to our Company in return for
4,999,999 Shares (Consideration Shares) in the capital of our Company based on the aggregate
NTA of the four subsidiaries as at 30 June 2010 amounting to S$17.1 million.
Pursuant to the Share Swap Agreement, the Consideration Shares were issued to the following
parties in the following proportions:
(c)
Number of Shares
Name of Shareholder
4,000,000
Yong Seong Investment Pte. Ltd., whose shareholders are our Executive
Directors, Lee Koh Yong and Lee Cheng Chye, our Executive Officers, Lee
Kim Eng and Lee Chuan Heng, our Controlling Shareholder, Lee Hock Seong
and our Shareholder, Lee Thiam Seng
279,999
280,000
240,000
100,000
60,000
40,000
73
RESTRUCTURING EXERCISE
(d)
Sub-Division of Shares
On 28 June 2011, each Share in the issued and paid-up share capital of our Company was
subdivided into 29 ordinary Shares. Upon completion of the Sub-Division, the Companys issued
and paid-up capital comprised 145,000,000 Shares.
74
75
76
Woodlands-Yishun
Hougang
-Punggol
Pasir Ris-Tampines
Ang Mo Kio
-Toa Payoh
Jurong
Bedok
City
Clementi
Tanglin Bukit Merah
Our public waste collection services are provided on a daily basis. Waste is collected from landed
residential premises on a door-to-door basis whereas for public housing estates, private apartments
and condominiums, trade premises, and shophouses, waste is collected from designated collection
points. The fees for our waste collection services vary depending on the type of premises and such fees
are based on the tendered rates. We engage SP Services Ltd to assist us in the collection of our waste
collection fees payable by the owner, occupier or lessee of the residential and trade premises that we
serve.
Information is extracted from the website of NEA at http://app2.nea.gov.sg/topics_waste.aspx. Accessed on 14 June 2011.
NEA has not consented to the inclusion of the relevant diagram and information and is thereby not liable for the relevant
information under Sections 253 and 254 of the SFA. Our Directors are aware that NEA does not guarantee or assume
responsibility that the information on its website is accurate, adequate, current or reliable, or may be used for any other
purpose other than for general reference. While our Company has taken reasonable action to ensure that the relevant
information is reproduced in its proper form and context, and that the information is extracted accurately and fairly, all other
parties and ourselves have not conducted an independent review of the diagram and information and have not verified the
accuracy of the graph and information.
78
79
North West
District
South West
District
Central
District
North East
District
South East
District
Expressways
80
Town Councils
We provide cleaning and conservancy services to town councils such as the Pasir RisPunggol
Town Council, Jurong Town Council, West Coast Town Council, Bukit Batok Town Council and
Sembawang Town Council. Our scope of services includes daily cleaning of common areas
including corridors, staircases, lifts, drains and carparks by using manual and mechanical means.
We are also required to schedule cleaning of common corridors and staircases using high
pressure water jetting equipment.
Horticultural Services
We provide horticultural services to the public and private sectors in Singapore. Our horticultural
services include grass-cutting, planning and maintenance of landscape and aboricultural services that
include the planting and pruning of trees and plants. Our services are provided to the following types
of customers:
Other government departments and statutory bodies We have a park maintenance contract
with the National Parks Board for the maintenance of public parks in Pasir Ris and Tampines. We
also provide horticultural services to MHA for some of its properties.
Horticultural waste collected by us will be sent to third party horticultural waste recycling plants for
processing into mulch which is then used as a soil conditioner.
81
Name of Customer
SP Services Ltd(1)
NTUC Club
NEA
MOE
PowerGas Limited
HDB
Nanyang Technological
University
PUB
M Hotel Singapore
82
Name of Customer
Horticultural Projects
NPB
MHA
Notes:
1.
SP Services Ltd acts as our collection agent to collect on our behalf, the services fees for the provision of our waste
management services from our end-customers, including the individual households, institutions, and commercial and
industrial premises. The waste management services provided by us was in connection with a public waste collection
contract awarded to us by NEA in September 2005, for the collection, removal and transport of refuse or any waste from
designated domestic and trade premises in the Ang Mo KioToa Payoh sector. NEA is the authority that awards public waste
collection contracts.
2.
We are continuing to provide services to this customer pending renewal of our contract with them.
Completed Projects
Project/Contract Description
Name of Customer
CAAS
NTUC Club
CAAS
CAAS
83
Name of Customer
HDB
IRAS
JTC
Peoples Association
HDB
PUB
Nanyang Technological
University
Horticulture Projects
(b)
(c)
(d)
(e)
(f)
Award of Project;
84
(h)
(i)
(j)
(k)
(l)
Support Services.
(a)
(b)
(i)
(ii)
(iii)
referrals.
85
review and clarify if necessary, the terms of the tender documents or the request for
quotation and specifications required for the provision of services;
(ii)
evaluate and estimate project costs, with regard to quotations from sub-contractors, supplies
costing, required manpower and vehicle and equipment deployment;
(iii)
determine profit margins and risks arising from the complexity of the project;
(iv) finalise tender, quotation price, having regards to items (i), (ii) and (iii) above;
(v)
(vi) prepare tender documents or quotation including work schedules for waste management
and cleaning projects, sketches and drawings for horticulture projects, if applicable.
The entire process for the above would typically take between one and four weeks.
(d)
(e)
(f)
Award of Project
Notification of award would typically take place within two to four weeks for private tenders while
it would typically take place within one to three months for public tenders, after the close of the
tender or the date of the quotation, as the case may be.
(g)
86
(i)
(j)
(k)
(l)
Support Services
In the course of the provision of our services, we provide the following support services:
(a)
We have a team of technical personnel on 24-hours standby to fix any problems relating to
our vehicles and equipment or to resolve any customer complaints.
SALES
We have established a good reputation by consistently providing quality and value based services, and
our sales strategy is centred on bringing that message to our customers.
Our sales strategy is implemented through the following:
Dedicated Sales Team and Customer Relationship Management Team
Besides sourcing for new projects through public tenders based on advertisements in the mass media,
we have a dedicated sales team led by our CEO, Lee Cheng Chye that focuses on securing new
projects from private customers, as well as following up with our customers to obtain feedback and
strengthen our relationship with the customers. The sales team also maintains constant contact with
our previous, existing and potential customers to maintain and develop good relationships.
We have repeat businesses from our existing private customers as well as new referrals from our
existing network of customers which we believe attest to the level of customer satisfaction we can
deliver and the long standing relationships we have with our customers. Our sales team works closely
with our operations team and project team to determine price quotations and coordinate projects in
order to meet our customers needs and requirements.
Trade Events and Exhibitions
We participate in events organised by NEA and certain grassroot organisations, such as Clean and
Green Singapore and also in the National Recycling Day held annually. These are events organised by
the relevant government agencies to promote recycling and raise general public environmental
consciousness. We also participated in trade exhibitions such as the International Solid Waste
Association World Congress 2008 organised by the International Solid Waste Association.
Our participation in such events increases our profile and the general public awareness of our Group
regarding the services that we provide.
To keep abreast of the latest developments and trends in the provision of environmental solutions, in
particular, waste management services, our management attends trade exhibitions held in Singapore
and overseas, such as the International Solid Waste Association World Congress in 2008, and a trade
mission to Germany and Scotland led by NEA and the Waste Management and Recycling Association
of Singapore in 2010.
QUALITY ASSURANCE
We are committed to ensuring that our services meet internal quality standards as well as those
required by our customers.
Our quality assurance team carries out on-site inspection on a daily basis to ensure that the quality of
our services complies with our own stringent quality requirements as well as those of our customers.
As a general policy, the sub-contractors selected and appointed by us to carry out certain parts of our
projects are required to meet our quality control standards. Our quality assurance team also carries out
periodic inspection on the services rendered by our sub-contractors.
88
Certification
Significance
Recipient
BS EN ISO
14001:2004
800 Super
Anglo Japanese
American (AJA)
Registrars
YS Yong
Anglo Japanese
American (AJA)
Registrars
800 Super
Anglo Japanese
American (AJA)
Registrars
OHSAS
18001:2007
YS Yong
QEC International
Certification Ltd
10 September 2010
until 9 September 2013
800 Super
QEC International
Certification Ltd
800 Super
Workplace Safety
and Health Council
22 September 2010
until 21 September
2013
bizSAFE Star
(Level 5)
89
Validity Period
(b)
(c)
(d)
(e)
Our Directors believe that our insurance coverage under these insurance policies is adequate for our
Groups purposes.
PROPERTIES AND FIXED ASSETS
As at the Latest Practicable Date, we held the following leasehold estates granted by JTC:
Location
No. 17A Senoko Way
Singapore 758056
Use of Property
Land Area/
Build-in Area
Tenure
Annual
Ground
Rent
(S$000)
2,250 sq m/
1,502 sq m
30
years
commencing
1 January 1994 with an
option to renew for a further
term of 30 years
47
2,580 sq m/
1,792 sq m
53
90
Use of
property
Location
Gross
leased
area
Lease period
Annual
rental
(S$000)
Lessor
MRF and
vehicle depot
3,960 sq m
3 years commencing
from 1 October 2008
173
HDB
Vehicle depot
1,620 sq m
3 years commencing
from 1 December 2008
85
HDB
As at the Latest Practicable Date, we operated the following fleet of vehicles and equipment for our
operations:
Type of vehicles
Number of vehicles/equipment
26
Hooklift Trucks
40
26
185
160
Supporting Vehicles
93
Our waste collection equipment includes mobile garbage bins and open top containers. Our large fleet
of vehicles ensures that waste collection is not disrupted by vehicle breakdowns or maintenance.
We have in place a vehicle tracking system using global positioning system for our rear end loaders,
hooklift trucks and mechanical road sweepers to keep track of their geographical location, speed and
time. This is to allow us to monitor and ensure the timely collection of waste. In addition, in the event
of any vehicle breakdown, accident and/or traffic jam, we would be able to respond promptly and take
remedial action by deploying our other vehicles.
To the best of our Directors knowledge, there are no regulatory requirements that may materially affect
our utilisation of the above leased properties, apart from those discussed in the section entitled
General Information on our Group Government Regulations of this Offer Document.
As at 31 December 2010, our Groups fixed assets, consisting leasehold buildings, motor vehicles, bins
and containers, machinery, office equipment, computers, boat, furniture and fittings had an aggregate
net book value of approximately S$17.1 million.
INTELLECTUAL PROPERTY
We do not have any patent or license or trademark on which our business or profitability is materially
dependent. We have not paid or received any loyalties for any licence or use of any intellectual
property.
91
Type of Licence/Permit
Authority
Validity Period/
Expiry Date
800 Super
NEA
800 Super
NEA
800 Super
NEA
YS Yong
NEA
800 Super
BCA
29 June 2012
As at the Latest Practicable Date, our Group was registered with the contractors registry of the BCA
for the following categories:
Category of Registration
Registered
Contractor
Expiry Date
800 Super
1 May 2014
Housekeeping, Cleansing,
Desilting and Conservancy
Services (MW02)
800 Super
1 May 2014
YS Yong
1 December 2012
800 Super
1 May 2014
YS Yong
1 December 2012
800 Super
1 May 2014
Landscaping (MW03)
92
Category of Registration
Registered
Contractor
Expiry Date
YS Yong
1 December 2012
To the best of our Executive Directors knowledge, our Group has obtained all the necessary business
licences and permits for our business operations. As at the Latest Practicable Date, none of the
aforesaid licences and permits had been suspended, revoked or cancelled and to the best of our
knowledge and belief, we were not aware of any facts or circumstances which would cause such
licences and permits to be suspended, revoked or cancelled as the case may be, or for any applications
for, or renewal of, any of these licences and permits to be rejected by the relevant authorities.
GOVERNMENT REGULATIONS
We are in compliance with all applicable laws and regulations in Singapore which are material to our
business operations. Please see Appendix G of this Offer Document for a summary of the key laws and
regulations applicable to us and a summary of our past breaches of laws and regulations. Save as
disclosed in Appendix G, our business operations are not subject to any special legislation and/or
regulatory controls other than those generally applicable to companies and business incorporated or
operating in Singapore.
In the course of our Groups operations, we have in the past breached or were not in compliance with
the following laws that were material in the context of our Groups operations:
(a)
certain provisions of the Road Traffic Act in relation to our motor garbage wagon transporting
waste matter in excess of the maximum laden weight allowed;
(b)
certain provisions of the Employment Act in relation to certain of our workers working in excess
of the maximum working hours prescribed in the Employment Act and not being paid the correct
amount for work performed on rest days and public holidays;
(c)
the Employment of Foreign Manpower Act as we have deployed and employed our foreign
workers in an illegal manner;
(d)
the Workplace Safety and Health Act as we failed to implement an effective traffic management
plan, failed to provide a secure foothold and handhold to ensure the safety of any person who has
to work at a place from which he would be liable to fall a distance of more than 2 metres and failed
to ensure the secure storage of goods, articles and substances in a factory to prevent their
collapse; and
(e)
the Environmental Public Health (General Waste Collection) Regulations as we failed to ensure
that sullage water from some of our vehicles was not spilled onto the road.
For FY2008, FY2009, FY2010, HY2011 and for the period from 1 January 2011 to 31 May 2011, the
aggregate amounts of fines and composition payments that we paid for breaches of applicable safety
and other regulations amounted to approximately S$7,400, S$13,900, S$43,400, S$9,900 and S$8,600
respectively.
93
27.3
NEA
0.1
n.m.
MOE
17.7
17.1
(2)
23.2
22.5
5.5
6.2
15.2
14.0
Notes:
(1)
SP Services Ltd acts on our behalf, as our collection agent to collect the services fees for the provision of our waste
management services from our end-customers, including the individual households, institutions, and commercial and
industrial premises. The percentages disclosed above represent the aggregate payments collected from them. None of
these end-customers individually contributes more than 5% of our total revenue for each of the past three financial years.
The waste management services provided by us was in connection with a public waste collection contract awarded to us
by NEA in September 2005, for the collection, removal and transport of refuse or any waste from designated domestic and
trade premises in the Ang Mo KioToa Payoh sector. NEA is the authority that awards public waste collection contracts.
(2)
Revenue contribution from SP Services Ltd decreased from 25.9% in FY2009 to 23.2% in FY2010 due
to an increase in our Groups revenue from FY2009 to FY2010. The increase in the Groups revenue
was contributed by the increase in our service fees when certain of our contracts were renewed as well
as new projects secured.
Revenue contribution from NEA increased from 0.1% in FY2008 to 5.5% in FY2010. This was because
we had in FY2010 secured a street cleansing contract for the North East district from NEA.
Revenue contribution from MOE decreased from 17.1% in FY2009 to 15.2% in FY2010 due to an
increase in our Groups revenue from FY2009 to FY2010, despite the increase in dollar value of such
revenue from MOE from FY2009 to FY2010.
Save as disclosed above in respect of our major customers, as at the Latest Practicable Date, our
business and profitability were not materially dependent on any one of our customers.
To the best of our Directors knowledge, as at the Latest Practicable Date, we were not aware of any
information or arrangement which would lead to a cessation or termination of our relationships with any
of our existing major customers.
None of our Directors or Substantial Shareholders and the Associates of our Directors and Substantial
Shareholders has any interest, direct or indirect, in any of our major customers listed above.
Our sales are not affected by seasonality.
94
NEA
Services Provided
38.8
37.5
35.3
36.4
Waste disposal charges paid to NEA as a percentage of our Total Purchases decreased from 37.5% in
FY2009 to 35.3% in FY2010 due to an increase in our Total Purchases from FY2009 to FY2010, in line
with the increase in our Groups revenue from FY2009 to FY2010. This was despite an increase in the
dollar value of waste disposal charges paid to NEA from FY2009 to FY2010.
Arising from the application of the Environmental Public Health Act which prohibits illegal dumping and
the requirements of its subsidiary regulations including Environmental Public Health (General Waste
Collection) Regulations and Environmental Public Health (Public Cleansing) Regulations, as well as
applicable codes of practice, all non-recyclable waste collected that are incinerable must be disposed
of at public disposal facilities maintained and operated by NEA or such other authorised disposal
facilities or refuse transfer station and all non-recyclable waste collected that are non-incinerable must
be disposed of at an authorised refuse dumping ground. As at the Latest Practicable Date, there were
a total of four disposal facilities in Singapore that are regulated by NEA. The Tuas Incineration Plant and
the Tuas South Incineration Plant are operated by NEA, while the Senoko Waste-to-Energy Plant and
the Keppel Seghers Tuas Waste-to-Energy Plant are privately operated. NEA also operates a refuse
transfer station in Singapore, known as the Tuas Marine Transfer Station. Such disposal of waste at the
disposal facilities or the refuse transfer station set out above is subject to payment of prescribed
disposal charges in accordance with the Environmental Public Health (Public Cleansing) Regulations.
Currently, there is only one landfill ground in Singapore and it is an offshore landfill ground, known as
Semakau Landfill which is operated by NEA. NEA imposes charges for waste disposal at the Semakau
Landfill.
Waste collected by us is disposed of at the incineration plants and landfill ground. As such, we pay
disposal charges based on the weight of waste we dispose of.
Save as disclosed above in respect of our major supplier, as at the Latest Practicable Date, our
business and profitability were not materially dependent on any one of our suppliers.
We do not have any long term supply contracts with any of our suppliers. To the best of our Directors
knowledge, as at the Latest Practicable Date, we were not aware of any information or arrangement
which would lead to a cessation or termination of our relationships with our existing major supplier.
None of our Directors or Substantial Shareholders and the Associates of our Directors and Substantial
Shareholders has any interest, direct or indirect, in our major supplier set out above.
95
FY2008
FY2009
FY2010
HY2011
61
60
63
68
Note:
(1)
Average trade receivables turnover days = (simple average of the opening and closing trade receivables balance/total
revenue) x number of days
Where:
number of days is defined as the number of calendar days in the relevant financial year/period.
At present, we do not have any policy of making general provisions for doubtful debts. We perform
ongoing credit evaluation of our debtors financial condition and make specific allowances for
impairment of trade receivables based on the expected collectibility of our receivables and when the
ability to collect an outstanding debt is in doubt. Accordingly, we may also write off an outstanding debt
when we are certain that the customer is not able to meet its financial obligations to us.
Our allowance for impairment of trade receivables as well as bad debts written off for the Period Under
Review were as follows:
FY2008
FY2009
FY2010
HY2011
11.4
153.9
n.m.
0.4
11.0
143.3
52.7
22.2
n.m.
0.2
0.1
0.1
Note:
(1)
Our Directors are of the view that our allowance for impairment of trade receivables and bad debts
written off are adequate. To the best of their knowledge, our Directors are not aware of any information
or development, which may require us to make additional allowance for impairment of trade
receivables.
96
(1)
FY2008
FY2009
FY2010
HY2011
55
54
51
47
Note:
(1)
Average trade payables turnover days = (simple average of the opening and closing trade payables balance/Total
Purchases) x number of days
Where:
number of days is defined as the number of calendar days in the relevant financial year/period.
INVENTORY MANAGEMENT
Due to the nature of our business, we do not carry any inventory. In cases where we undertake projects,
we typically order such amount of materials as is required for that particular project.
STAFF TRAINING
We are committed to delivering high quality services to our customers. Our employees are therefore a
very important resource and play a crucial role towards our continued success.
Internal Training Policies
Our employees are required to undergo in-house orientation to familiarise themselves with our
corporate vision, service quality standards, policies and procedures. On-the-job training is provided to
new employees to equip them with the necessary working knowledge and practical skills to perform
their tasks. The training of our employees varies in accordance with the job requirements and needs
of each department. In addition, our employees are encouraged to attend both internal and external
workshops and seminars to acquire new skills to improve their job competency.
Our Projects Manager, Lee Chuan Heng will also keep our management and supervisors of each
department updated on any industry specific knowledge, including new laws and regulations that affect
our business and changes in risk management, work safety and service quality standard requirements.
External Training Policies
We believe it is particularly important for our sales team to keep abreast of market developments and
trends. Accordingly, we encourage our sales team to attend trade exhibitions and seminars whenever
such opportunities arise.
97
99
Information and statistics are extracted from the website of MEWR at http://app.mewr.gov.sg. Accessed on 14 June 2011.
MEWR has not consented to the inclusion of the relevant information and statistics and is thereby not liable for the relevant
information and statistics under Sections 253 and 254 of the SFA. Our Directors are aware that MEWR does not guarantee
or assume responsibility that the information and statistics on its website are accurate, adequate, current or reliable, or may
be used for any other purpose other than for general reference. While our Company has taken reasonable action to ensure
that the relevant information and statistics are reproduced in its proper form and context, and that the information and
statistics are extracted accurately and fairly, all other parties and ourselves have not conducted an independent review of
the information and statistics and have not verified the accuracy of the information and statistics.
100
We expect that the prices at which we are able to tender for our projects to increase in line with
Singapores general economic conditions and higher operating costs. Our Executive Directors
have also noticed a trend where increasing focus is given to the quality and content of services
provided in the evaluation of public tenders, allowing us to bid for tenders at a higher price.
(b)
We expect our cost of operations, comprising principally labour costs, to continue to increase in
line with general inflation, changes in government policies and regulations and general economic
conditions. We expect that this will be offset to a certain extent by the following factors:
(i)
Information and statistics are extracted from the website of the Singapore Department of Statistics at
http://www.singstat.gov.sg/stats/themes/people/hist/popn.html. Accessed on 14 June 2011.
Information and statistics are extracted from the database known as World Economic Outlook Database published by the
International Monetary Fund on 11 April 2011 on its website at http://www.imf.org. Accessed on 14 June 2011.
Information is extracted from the article entitled Recycling set to get easier for residents. More frequent waste collection and
more bins. published in the Sunday Times by the Singapore Press Holdings Ltd. on 24 October 2010.
The Singapore Department of Statistics, International Monetary Fund and Singapore Press Holdings Ltd. have not provided
their respective consent to the inclusion of the relevant information and are thereby not liable for the relevant information
under Sections 253 and 254 of the SFA. Our Directors are aware that the Singapore Department of Statistics, International
Monetary Fund and Singapore Press Holdings Ltd. do not guarantee or assume responsibility that the information and
statistics on their website or newspaper are accurate, adequate, current or reliable, or may be used for any other purpose
other than for general reference. While our Company has taken reasonable action to ensure that the relevant information
and statistics are reproduced in its proper form and context, and that the information and statistics are extracted accurately
and fairly, all other parties and ourselves have not conducted an independent review of the information and statistics and
have not verified the accuracy of the information and statistics.
101
(c)
(ii)
the trend of recent tenders for public waste collection containing a price adjustment
mechanism to account for the effect of inflation; and
(iii)
improvement in our efficiency in public and general waste collection due to increasing
mechanisation of our operations and better management of our public waste collection
operations, such as through better planning of our waste collection routes.
We expect the demand for our services to increase in line with expected population growth,
general economic growth and the resultant increase in total waste output in Singapore.
In FY2009 and FY2010, pursuant to the Jobs Credit Scheme which was introduced in the Singapores
Budget Statement for 2009, our Group received a cash grant, which was based on the CPF
contributions we have made for our then existing employees, from IRAS in the amounts of S$0.8 million
and S$1.2 million respectively, which was used to offset our employee benefits expense. This scheme
has ceased since 30 June 2010. With the cessation of this scheme, our employee benefits expense
would increase for FY2011. As such, notwithstanding the observations above, our Executive Directors
expect that this increase in our employee benefit expense will result in our profit attributable to
shareholders for FY2011 to be less than that for FY2010.
Save as disclosed above and in the section entitled Risk Factors of this Offer Document and barring
any unforeseen circumstances, our Directors are not aware of any significant recent trends in sales,
and in the costs and selling prices of services, or other known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on net sales or revenues,
profitability, liquidity or capital resources, or that would cause financial information disclosed in this
Offer Document to be not necessarily indicative of our future operating results or financial condition.
Your attention is also drawn to the section entitled Cautionary Note Regarding Forward-Looking
Statements of this Offer Document.
ORDER BOOK
As at the Latest Practicable Date, we have approximately S$136.5 million of contracts secured in
respect of our waste management, cleaning and conservancy, and horticultural business. The contracts
may span more than one financial year. The values of certain of our contracts are subject to change
depending on the extent of actual services rendered.
BUSINESS STRATEGIES AND FUTURE PLANS
Expand our material recovery capacity and the capacity of our vehicle depot
Currently, we have two existing MRFs for the separation of waste we collected into different waste
streams and recovery of recyclable materials for reuse and recycling, one at 66 Woodlands Industrial
Park and one at 2 Loyang Walk. These two premises are also used as vehicle depot for storage and
maintenance of our vehicles. As at the Latest Practicable Date, our two MRF plants have the capacity
to separate and process over 50 tonnes of recyclable materials each day. For HY2011, our average
utilisation rate for the two plants amounted to approximately 80% of our maximum capacity.
102
Information and statistics are extracted from the website of MEWR at http://app.mewr.gov.sg. Accessed on 14 June 2011.
MEWR has not consented to the inclusion of the relevant information and statistics and is thereby not liable for the relevant
information and statistics under Sections 253 and 254 of the SFA. Our Directors are aware that MEWR does not guarantee
or assume responsibility that the information and statistics on its website are accurate, adequate, current or reliable, or may
be used for any other purpose other than for general reference. While our Company has taken reasonable action to ensure
that the relevant information and statistics are reproduced in its proper form and context, and that the information and
statistics are extracted accurately and fairly, all other parties and ourselves have not conducted an independent review of
the information and statistics and have not verified the accuracy of the information and statistics.
Information and statistics are extracted from the Singapore Green Plan 2012(2006 edition) published by MEWR in
February 2006. MEWR has not consented to the inclusion of the relevant information and statistics and is thereby not liable
for the relevant information and statistics under Sections 253 and 254 of the SFA. Our Directors are aware that MEWR does
not guarantee or assume responsibility that the information and statistics in its report are accurate, adequate, current or
reliable, or may be used for any other purpose other than for general reference. While our Company has taken reasonable
action to ensure that the relevant information and statistics are reproduced in its proper form and context, and that the
information and statistics are extracted accurately and fairly, all other parties and ourselves have not conducted an
independent review of the information and statistics and have not verified the accuracy of the information and statistics.
103
Information and statistics are extracted from the Annual Report 2009/2010 published by the Energy Market Authority of
Singapore. The Energy Market Authority of Singapore has not consented to the inclusion of the relevant information and
statistics and is thereby not liable for the relevant information and statistics under Sections 253 and 254 of the SFA. Our
Directors are aware that the Energy Market Authority of Singapore does not guarantee or assume responsibility that the
information and statistics in its report are accurate, adequate, current or reliable, or may be used for any other purpose other
than for general reference. While our Company has taken reasonable action to ensure that the relevant information and
statistics are reproduced in its proper form and context, and that the information and statistics are extracted accurately and
fairly, all other parties and ourselves have not conducted an independent review of the information and statistics and have
not verified the accuracy of the information and statistics.
Information and statistics are extracted from the Statement of Opportunities for the Energy Industry 2009 published by the
Energy Market Authority of Singapore on 17 November 2009. The Energy Market Authority of Singapore has not consented
to the inclusion of the relevant information and statistics and is thereby not liable for the relevant information and statistics
under Sections 253 and 254 of the SFA. Our Directors are aware that the Energy Market Authority of Singapore does not
guarantee or assume responsibility that the information and statistics in its statement are accurate, adequate, current or
reliable, or may be used for any other purpose other than for general reference. While our Company has taken reasonable
action to ensure that the relevant information and statistics are reproduced in its proper form and context, and that the
information and statistics are extracted accurately and fairly, all other parties and ourselves have not conducted an
independent review of the information and statistics and have not verified the accuracy of the information and statistics.
104
105
HSKY Engineering
SP Corporate Advisory
FY2008
(S$000)
FY2009
(S$000)
FY2010
(S$000)
HY2011
(S$000)
From
1 January 2011
up to the Latest
Practicable Date
(S$000)
926
1,961
111
The above transaction was not conducted on an arms length basis. The above transaction was
not prejudicial to the interest of our Company as the fees were at a lower rate compared to fees
charged by HY Construction to third parties.
107
FY2008
(S$000)
FY2009
(S$000)
FY2010
(S$000)
HY2011
(S$000)
From
1 January 2011
up to the Latest
Practicable Date
(S$000)
343
281
231
43
The fees charged by us were comparable to fees that we charged our other customers. The above
transaction was conducted on an arms length basis and was not prejudicial to the interest of our
Company.
Provision of temporary use of premises by HSKY Engineering
Between May 2010 and March 2011, HSKY Engineering has provided us temporary use of its premises
located at 22 Woodlands Link #04-43 Singapore 738734 for our storage of cleaning equipment. No fees
were paid by our Group to HSKY Engineering for such use of the premises. The above transaction was
not conducted on an arms length basis and was not prejudicial to the interest of our Company.
Advances from Jia Chiang
During the Period Under Review, Jia Chiang extended advances to our Group for working capital
purposes. The amounts due to Jia Chiang as at the end of each of FY2008, FY2009, FY2010 and
HY2011, and as at the Latest Practicable Date were as follows:
As at
30 June 2008
(S$000)
As at
30 June 2009
(S$000)
As at
30 June 2010
(S$000)
As at
31 December
2010
(S$000)
36
As at the
Latest
Practicable
Date
(S$000)
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest outstanding amount due to Jia Chiang was approximately S$36,000. All of the above
advances have been settled as at the Latest Practicable Date. Such advances and payments were
unsecured, had no fixed terms of repayment and were interest-free. The above transactions were not
conducted on an arms length basis and were not prejudicial to the interest of our Company.
108
Amounts owed to
Yong Seong
As at
30 June 2008
(S$000)
As at
30 June 2009
(S$000)
As at
30 June 2010
(S$000)
As at
31 December
2010
(S$000)
64
As at the
Latest
Practicable
Date
(S$000)
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest outstanding amount due to Yong Seong was approximately S$64,000. All of the above
advances have been settled as at the Latest Practicable Date. Such advances and payments were
unsecured, had no fixed terms of repayment and were interest-free. The above transactions were not
conducted on an arms length basis and were not prejudicial to the interest of our Company.
Advances from our Executive Directors, Controlling Shareholders and their Associates
During the Period Under Review, our Executive Directors, Controlling Shareholders and their
Associates, namely, Lee Koh Yong, Lee Hock Seong, Lee Cheng Chye, and Lee Kim Eng extended
advances to our Group for working capital purposes. The amounts due to our Executive Directors,
Controlling Shareholders and their Associates as at the end of each of FY2008, FY2009, FY2010,
HY2011 and as at the Latest Practicable Date were as follows:
As at
30 June 2008
(S$000)
As at
30 June 2009
(S$000)
As at
30 June 2010
(S$000)
As at
31 December
2010
(S$000)
As at Latest
Practicable
Date
(S$000)
1,834
1,834
1,854
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest outstanding amount due to our Executive Directors, Controlling Shareholders and
their Associates was approximately S$1.9 million. All of the above advances have been settled as at the
Latest Practicable Date. Such advances and payments were unsecured, had no fixed terms of
repayment and were interest-free. The above transactions were not conducted on an arms length basis
and were not prejudicial to the interest of our Company. We do not intend to enter into any such
transactions after the Listing.
Guarantees provided by our Executive Director and Controlling Shareholders
On 1 July 2008, our Executive Director, Lee Koh Yong and our Controlling Shareholder, Lee Hock
Seong provided a joint and several personal guarantee to secure a commercial property loan and
overdraft facilities of a total sum of S$2.7 million granted by United Overseas Bank. This guarantee has
been discharged and the loan secured by the guarantee has been refinanced with the same bank as
at the Latest Practicable Date.
109
110
Bank
Securities
Guaranteed by
United Overseas
Bank
S$4,536,000
facility
for
commercial property loan,
construction loan, overdraft,
issuing performance guarantee
and credit card
United Overseas
Bank
S$647,000
facility
Oversea-Chinese
Banking
Corporation
S$3,467,000
facility
for
overdraft
and
bankers
guarantee
Oversea-Chinese
Banking
Corporation
Deed of
indemnity
from Lee
Lee Hock
guarantee and
for all monies
Koh Yong and
Seong
Oversea-Chinese
Banking
Corporation
hire
purchase
111
Bank
Securities
Guaranteed by
Malayan Banking
Berhad
Fresh
assignment
of
contract/contract proceeds
and collection of NEA
street cleansing in NorthEastern Singapore
S$500,000
facility
hire
purchase
S$556,000
facility
hire
purchase
Hong Leong
Finance Limited
These guarantees and other collaterals are provided by each of the guarantors without any fees,
interest or other benefits being paid by our Group. The above transactions are not conducted on an
arms length basis and are not prejudicial to the interest of our Company.
We intend to write to the banks to request for the discharge of these securities as well as the
earmarking after the Listing. Subject to the outcome, this is expected to take place if the banks agree
to discharge such securities on terms not less favourable than the existing terms in relation to such
loans. Lee Koh Yong and Lee Hock Seong will continue to provide the securities in the event that the
proposed terms of discharge of the securities are on less favourable terms than the existing terms.
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest amount of guarantees provided by our Executive Directors, Controlling Shareholders
and their Associates was approximately S$17.4 million (based on month-end balances) and as at the
Latest Practicable Date, the amount of guarantees provided by our Executive Directors, Controlling
Shareholders and their Associates was approximately S$17.4 million.
Provision of legal services by Colin Ng & Partners LLP (CNP) of which our Independent
Director, Ng Tiak Soons half-brother, Ng Teck Sim, Colin is the Executive Chairman
Ng Teck Sim, Colin, the half-brother of our Independent Director Ng Tiak Soon, is a practicing Advocate
and Solicitor in Singapore and Executive Chairman of CNP, the Solicitors to this Placement and the
Legal Advisers to the Company on Singapore Law. CNP provides legal services to our Group from time
to time. The aggregate amount of fees (excluding disbursements and taxes) charged by CNP to our
Group for professional legal services rendered over the Period Under Review and for the period from
1 January 2011 up to the Latest Practicable Date are as follows:
112
FY2008
(S$000)
FY2009
(S$000)
FY2010
(S$000)
HY2011
(S$000)
From
1 January 2011
up to the Latest
Practicable Date
(S$000)
20
60
The fees for professional legal services rendered by CNP are according to prevailing market rates. Our
Directors are of the view that the above transactions with CNP are conducted on an arms length basis.
We may continue to engage the professional legal services of CNP after the Listing. After the Listing,
all future transactions with CNP will be conducted in accordance with such guidelines and procedures
as described in the section entitled Guidelines and Review Procedures for Future Interested Person
Transactions of this Offer Document and be subject to the relevant provisions of Chapter 9 of the
Catalist Rules and/or other applicable provisions of the Catalist Rules.
As the above mentioned fees paid to CNP are according to prevailing market rates and represent an
insignificant percentage of CNPs total revenue and taking into account the guidance provided by the
Code of Corporate Governance on when a director is considered to be independent, we are of the view
that the above mentioned professional legal services rendered to us by CNP will not interfere, or be
reasonably perceived to interfere, with the exercise of Ng Tiak Soons independent business judgment
in his role as an Independent Director of the Company. Save for such professional legal services
rendered by CNP, neither Ng Tiak Soon nor his Associates were employed by, or received any
compensation from us currently or in the past.
Provision of corporate advisory services by SP Corporate Advisory
In FY2010, we engaged SP Corporate Advisory to provide general corporate advisory services to us.
In July 2010, in connection with the Listing, we engaged SP Corporate Advisory as our advisor to
provide our Group with advisory services in connection with the Listing for a monthly retainer fee of
S$4,500. In consideration of such services rendered by SP Corporate Advisory to our Group, Foo
Shiang Ping, the owner of SP Corporate Advisory shall be issued FSP Shares which represents 0.75%
of the post-Placement issued and paid-up share capital of our Company.
The total amounts paid by our Group to SP Corporate Advisory during the Period Under Review and
from the period of 1 January 2011 up to the Latest Practicable Date are as follows:
FY2008
(S$000)
FY2009
(S$000)
FY2010
(S$000)
HY2011
(S$000)
From
1 January 2011
up to the Latest
Practicable Date
(S$000)
27
27
Our Directors are of the view that the above transaction is conducted on an arms length basis as the
fees we pay for SP Corporate Advisorys services are comparable to the fees its other clients pay for
similar services.
113
(b)
In relation to any sale of products or provision of services to interested persons, the price and
terms of two other completed transactions of the same or substantially the same type of
transactions to unrelated third parties are to be used as comparison wherever possible. The
interested persons shall not be charged at rates lower than that charged to the unrelated third
parties.
(c)
When leasing property from or to interested persons, our Directors shall take appropriate steps to
ensure that the amount of rent for such lease is commensurate with the prevailing market rates,
including adopting measures such as making relevant enquiries with landlords of properties of
similar location and size, or obtaining necessary reports or reviews published by property agents
(including an independent valuation report by a property valuer, where appropriate). The rent
payable shall be based on the most competitive market rental rate of similar properties in terms
of size and location, based on the results of the relevant enquiries.
(d)
Where it is not possible to compare against the terms of other transactions with unrelated third
parties and given that the products or services may be purchased only from an interested person,
the interested person transaction will be approved by either our Groups CEO or CFO, who has
no interest in the transaction, in accordance with our usual business practices and policies. In
determining the transaction price payable to the interested person for such products and/or
services, factors such as, but not limited to, quantity, requirements and specifications will be taken
into account.
All interested person transactions above $100,000 are to be approved by a Director who shall not be
an interested person in respect of the particular transaction. Any contract to be made with an interested
person shall not be approved unless the pricing is determined in accordance with our usual business
practices and policies, consistent with the usual margin given or price received by us for the same or
substantially similar type of transactions between us and unrelated parties and the terms are not more
favourable to the interested person than those extended to or received from unrelated parties. For the
purposes above, where applicable, contracts for the same or substantially similar type of transactions
entered into between us and unrelated third parties will be used as a basis for comparison to determine
whether the price and terms offered to or received from the interested person are not more favourable
than those extended to unrelated parties.
114
a category 1 interested person transaction is one where the value thereof is equal to or more than
3% of the NTA of our Group based on the latest audited accounts; and
(ii)
a category 2 interested person transaction is one where the value thereof is less than 3% of the
NTA of our Group based on the latest audited accounts.
Category 1 interested person transactions must be approved by the Audit Committee prior to entry.
Category 2 interested person transactions need not be approved by the Audit Committee prior to entry
but shall be reviewed on a semi-annual basis by the Audit Committee.
In respect of all interested person transactions, we shall adopt the following policies:
(a)
Our Audit Committee will review all interested person transactions to ensure that the prevailing
rules and regulations of the SGX-ST (in particular, Chapter 9 of the Catalist Rules) are complied
with.
(b)
In the event that a member of our Audit Committee is interested in any interested person
transaction, he will abstain from deliberating, reviewing and/or approving that particular
transaction.
(c)
We shall maintain a register to record all interested person transactions which are entered into by
our Group, including any quotations obtained from unrelated parties to support the terms of the
interested person transactions.
(d)
We shall incorporate into our internal audit plan a review of all interested person transactions
entered into by our Group.
(e)
Our Audit Committee shall review the internal audit reports at least half-yearly to ensure that all
interested person transactions are carried out on an arms length basis and in accordance with the
procedures outlined above. Furthermore, if during these periodic reviews, our Audit Committee
believes that the guidelines and procedures as stated above are not sufficient to ensure that the
interests of minority Shareholders are not prejudiced, we will adopt new guidelines and
procedures. The Audit Committee may request for an independent financial advisers opinion as
it deems fit.
In addition, we are subject to the rules prescribed in the Catalist Rules. As such, we will also comply
with the provisions of Chapter 9 of the Catalist Rules in respect of all future interested person
transactions and if required under the Catalist Rules, we will seek our Shareholders approval (where
necessary) for such transactions.
POTENTIAL CONFLICTS OF INTERESTS
None of our Directors or our Controlling Shareholders or their Associates has any interest, direct or
indirect, in any company carrying on the same business or engaging in the provision of similar services
as our Group.
115
none of our Directors, Controlling Shareholders or any of their Associates has any Interest, direct
or indirect, in any material transactions to which our Company or any of our subsidiaries was or
is a party;
(b)
none of our Directors, Controlling Shareholders or any of their Associates has any interest, direct
or indirect, in any entity carrying on the same business or engaging in the provision of similar
services which competes materially and directly with the existing business of our Group; and
(c)
none of our Directors, Controlling Shareholders or any of their Associates has any interest, direct
or indirect, in any enterprise or company that is our customer or supplier of goods or services.
INTERESTS OF EXPERTS
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which
have, within the two years preceding the date of this Offer Document, been acquired or disposed of by
or leased to our Company or our subsidiaries or are proposed to be acquired or disposed of by or
leased to our Company or our subsidiaries.
No expert is employed on a contingent basis by our Company or any of our Subsidiaries, or has a
material interest, whether direct or indirect, in the shares of our Company or our Subsidiaries, or has
a material economic interest, whether direct or indirect, in our Company including an interest in the
success of the Placement.
INTERESTS OF THE MANAGER, SPONSOR AND PLACEMENT AGENT
In the reasonable opinion of our Directors, PPCF, does not have a material relationship with our
Company save as disclosed below and in the section entitled General and Statutory Information
Management and Placement Arrangements of this Offer Document:
(a)
PPCF is the Manager, Sponsor and Placement Agent in relation to the Placement;
(b)
PPCF will be the continuing Sponsor of our Company for a period of three years from the date our
Company is admitted and listed on Catalist; and
(c)
Pursuant to the Management Agreement and as part of PPCFs management fees as the
Manager, Sponsor and Placement Agent, the Company will issue and allot to PPCF 2,238,000
PPCF Shares, representing 1.25% of the post-Placement issued share capital of the Company,
at the Placement Price for each PPCF Share. After the completion of the relevant moratorium
periods as set out in the section entitled Shareholders Moratorium of this Offer Document,
PPCF will be disposing its shareholding interest in our Company at its discretion.
116
Board of Directors
Executive Chairman
Lee Koh Yong
CEO
Lee Cheng Chye
COO
Chan Teck Ee Vincent
Manager
(Operations)
Tay Seng Heong
FC
Teo Theng How
Administrative
and Human
Resources
Manager
Lee Kim Eng
Projects
Manager
Lee Chuan Heng
Finance
Manager
Lim Cheng Lai
DIRECTORS
Our Directors are entrusted with the responsibility for the overall management of our Group. The
particulars of our Directors are set out below:
Name
Address
Position
51
40 Springside Drive
Singapore 786941
Executive Chairman
41
CEO
58
47
Non-Executive Director
Ng Tiak Soon
62
40 Springleaf Crescent
Singapore 788354
Lead Independent
Director
46
19 Kings Walk
Singapore 268030
Independent Director
Age
(1)
Note:
(1)
117
118
119
Present Directorships
Past Directorships
Group companies
Group companies
Other companies
Other companies
Group companies
Group companies
120
Ng Tiak Soon
Present Directorships
Past Directorships
Other companies
Other companies
Group companies
Group companies
NIL
NIL
Other companies
Other companies
NIL
Group companies
Group companies
NIL
NIL
Other companies
Other companies
Group companies
Group companies
NIL
NIL
Other companies
Other companies
Kinergy Ltd
PJ Consultants Pte Ltd
St. James Holdings Limited
Group companies
Group companies
NIL
NIL
Other companies
Other companies
Notes:
(1)
(2)
Yong Seong Transport & Cleaning Services terminated its business registration on 1 May 2010.
(3)
(4)
NWI Recycling Pte Ltd was dissolved on 15 March 2011 pursuant to creditors voluntary winding up.
(5)
Cypheas Pte. Ltd. was dissolved on 27 April 2011 pursuant to members voluntary winding up.
121
Age
Address
Position
33
Financial Controller
36
Block 1E
Cantonment Road #43-55
Singapore 085501
Projects Manager
45
52
Block 549
Jurong West Street 42 #04-205
Singapore 640549
Finance Manager
31
Manager (Operations)
Note:
(1)
Lee Kim Eng and Lee Chuan Heng are siblings and are also the siblings of our Chairman, Lee Koh Yong and our Chief
Executive Officer, Lee Cheng Chye, as well as our Controlling Shareholder, Lee Hock Seong.
Information on the business and working experience, education and professional qualifications, if any,
and areas of responsibilities of our Executive Officers are set out below:
Teo Theng How is our FC and he joined our Group in November 2010.
Mr Teo oversees all the financial reporting, internal control and treasury functions of our Group.
Between February 2008 and April 2009, he was a corporate development specialist with 3M Asia
Pacific Pte Ltd, a diversified supplier of display graphics, electronics electrical and communications,
healthcare, safety and security, consumer, industrial adhesive and other products, where he was
involved in the assessment, valuation and due diligence of business opportunities related to
acquisitions, divestitures and other business alliance ventures. From April 2009 to November 2010, he
moved on to assume the position of a senior corporate audit specialist role which involved the
evaluation of risk exposures relating to governance and operations, with a focus on identifying risks,
implementing controls, compliance and continuous development of internal processes. From
September 2002 to January 2008, Mr Teo was a manager with Ernst & Young LLP (Singapore) where
he provided clients with assurance and transaction advisory services.
Mr Teo graduated with a Bachelor of Accountancy (Honours) from the Nanyang Technological
University in 2002.
Lee Chuan Heng is our Projects Manager and he joined our Group in December 1998.
Mr Lee oversees the entire tender process, including sourcing for tenders, appointing proposal teams,
carrying out proposal evaluations and preparing proposal submissions and the delivery of
presentations to invitees of tenders.
122
Present Directorships
Past Directorships
Group companies
Group companies
NIL
NIL
Other companies
Other companies
NIL
NIL
124
Present Directorships
Past Directorships
Group companies
Group companies
NIL
Other companies
Other companies
NIL
NIL
Group companies
Group companies
NIL
Other companies
Other companies
NIL
NIL
Group companies
Group companies
NIL
NIL
Other companies
Other companies
NIL
NIL
Group companies
Group companies
NIL
NIL
Other companies
Other companies
NIL
NIL
Save as disclosed above and in the sections entitled Shareholders Ownership Structure and
Directors, Management and Staff in this Offer Document, none of our Directors and Executive Officers
are related to each other or to our Substantial Shareholders. To the best of our knowledge and belief,
there are no arrangements or undertakings with any customers, principals or others, pursuant to which
any of our Directors and Executive Officers was appointed.
REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES WHO ARE
ASSOCIATES
The remuneration (including salary, bonus, contributions to mandatory provident fund scheme/
employees provident fund, directors fees and benefits-in-kind) paid or payable to our Directors and our
Executive Officers (in terms of amount of compensation) on a pro forma basis and in remuneration
bands for FY2009 and FY2010 (being the two most recent completed financial years), and the
estimated remuneration payable to them on a pro forma basis and in remuneration bands for FY2011
are as follows:
FY2009
FY2010
Directors
N.A.
(2)
Ng Tiak Soon
N.A.
(2)
N.A.(2)
125
N.A.
(2)
N.A.
(2)
N.A.(2)
FY2010
N.A.(2)
N.A.(2)
Executive Officers
Notes:
(1)
Remuneration bands:
A refers to remuneration of up to S$250,000.
B refers to remuneration from S$250,001 and S$500,000.
(2)
(3)
For the purpose of this estimation, no account is made for the bonuses or profit sharing that our Executive Directors are
entitled under their service agreements (if any), the details of which are set out under the section entitled Service
Agreements of this Offer Document.
Relationship
Appointment
Operations Executive
Administrative Executive
The aggregate remuneration of the Associates listed above, which included salary, bonus, contributions
to mandatory provident fund scheme/employees provident fund and benefits-in-kind, is less than
S$250,000 for each of FY2010 and FY2011. The remuneration of these Associates is determined on
the same basis as those of unrelated employees.
Chan Sook Chin and Toh Yeok Tin do not hold a managerial position in our Group.
126
Function
Management(1)
Project management and sales
Operations and quality assurance
Finance, accounts and administration
Total
As at
30 June
2009
As at
30 June
2010
21
30
39
2,239
2,106
2,517
11
12
16
2,279
2,156
2,581
Note:
(1)
Directors of our Subsidiaries, Executive Directors, and Executive Officers are classified under management
if the Appointee is guilty of any neglect or misconduct in connection with or affecting the business
of our Company;
(ii)
in the event of any material breach by the Appointee of any of the stipulations contained in the
Service Agreement; or
(iii)
if the Appointee becomes bankrupt or makes any composition with his creditors generally.
Pursuant to the terms of the respective Service Agreements, Lee Koh Yong, Lee Cheng Chye and Chan
Teck Ee Vincent are entitled to receive a monthly salary of S$28,000, S$28,000 and S$13,000
respectively. Each of them is entitled to receive a fixed bonus of one months salary per annum. In
addition, Lee Koh Yong, Lee Cheng Chye and Chan Teck Ee Vincent are entitled to a monthly car
allowance of S$4,000, S$4,000 and S$2,500, respectively.
Apart from the above, the Appointees will also each be entitled to an annual profit sharing (Annual
Profit Sharing) for each financial year based on a percentage of our PBT, provided that our PBT is not
less than S$4.0 million for that financial year and that the Appointees are under the employment of our
Group on the last day of that financial year. For this purpose, PBT shall refer to the audited
consolidated profit of the Group before deducting income tax expense, non-recurring or one off
exceptional items and minority interests and before paying profit sharing. The Annual Profit Sharing
payable to the Appointees for each financial year will be determined as follows:
Annual Profit Sharing
Lee Koh Yong
Nil
Nil
Nil
Where PBT is
more than S$4.0
million but less
than or equal to
S$6.0 million
4% of PBT in excess of
S$4.0 million
4% of PBT in excess of
S$4.0 million
2% of PBT in excess of
S$4.0 million
Where PBT is
more than S$6.0
million
PBT(1)
Under the Service Agreements, the remuneration of the Appointees is subject to review by the
Remuneration Committee and approval by the Board. The relevant Appointee shall abstain from voting
in respect of any resolution or decision to be made by our Board in relation to the terms and renewal
of his Service Agreement.
Under the Service Agreements, each of Lee Koh Yong, Lee Cheng Chye and Chan Teck Ee Vincent has
covenanted not to either on his own account or for any other person directly or indirectly solicit, interfere
with or endeavour to entice away from us any person who to his knowledge is now or has been our
client, customer or executive of, or in the habit of dealing with us for one year after ceasing to be
employed under his Service Agreement.
128
129
CORPORATE GOVERNANCE
Our Directors recognise the importance of good corporate governance and in offering high standards
of accountability to our Shareholders.
We believe our Directors possess the relevant experience and expertise to act as directors of our
Company, as evidenced by their business and working experience set out in the section entitled
Directors, Management and Staff of this Offer Document. In addition, our Executive Directors, Lee
Koh Yong, Lee Cheng Chye, and Chan Teck Ee Vincent have in March 2011 attended the SID Listed
Company Director (LCD) Certification Programme Understanding the Regulatory Environment in
Singapore: What Every Director Ought to Know jointly organised by the SGX-ST and the Singapore
Institute of Directors to familiarise themselves with the roles and responsibilities of a director of a
publicly listed company in Singapore. Our Non-Executive Director, Foo Shiang Ping has in November
2010 attended the Listed Company Director Programme Module 3: Risk Management Essentials and
Module 2: Audit Committee Essentials jointly organised by the SGX-ST and the Singapore Institute of
Directors to familiarise himself with the roles and responsibilities of a director of a publicly listed
company in Singapore. Our Independent Directors, Ng Tiak Soon and Lye Hoong Yip Raymond have
prior experience as directors of public listed companies in Singapore.
Our Company has implemented the corporate governance model as set out below:
Board of Directors
Audit Committee
Remuneration
Committee
Nominating
Committee
Chairman
Ng Tiak Soon
Chairman
Lye Hoong Yip
Raymond
Chairman
Ng Tiak Soon
Members
Foo Shiang Ping
Lye Hoong Yip
Raymond
Members
Ng Tiak Soon
Foo Shiang Ping
Members
Lee Cheng Chye
Foo Shiang Ping
Audit Committee
Our Audit Committee comprises Ng Tiak Soon, Foo Shiang Ping and Lye Hoong Yip Raymond. The
Chairman of the Audit Committee is Ng Tiak Soon.
Our Audit Committee will assist our Board in discharging its responsibility to safeguard our assets,
maintain adequate accounting records, and develop and maintain effective systems of internal control,
with the overall objective of ensuring that our management creates and maintains an effective control
environment in our Group. Our Audit Committee will provide a channel of communication between our
Board, our management and our external auditors on matters relating to audit.
Our Audit Committee will meet periodically to perform, inter alia, the following functions:
(a)
review with the external auditors the audit plan, their evaluation of the system of internal
accounting controls, their letter to management and the managements response;
130
CORPORATE GOVERNANCE
(b)
review the half yearly and annual, and quarterly if applicable, financial statements and results
announcements before submission to our Board for approval, focusing in particular on changes
in accounting policies and practices, major risk areas, significant adjustments resulting from the
audit, compliance with accounting standards and compliance with the Catalist Rules and any
other relevant statutory or regulatory requirements;
(c)
review the internal control procedures and ensure co-ordination between the external auditors
and our management, and review the assistance given by our management to the auditors, and
discuss problems and concerns, if any, arising from audits, and any matters which the auditors
may wish to discuss (in the absence of our management, where necessary);
(d)
review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on our Groups operating results or financial position, and our managements response;
(e)
consider and recommend the appointment or re-appointment of the external auditors and matters
relating to the resignation or dismissal of the auditors;
(f)
review interested person transactions (if any) falling within the scope of Chapter 9 of the Catalist
Rules;
(g)
(h)
undertake such other reviews and projects as may be requested by our Board, and report to our
Board its findings from time to time on matters arising and requiring the attention of our Audit
Committee;
(i)
review and establish procedures for receipt, retention and treatment of complaints received by our
Group regarding inter alia, criminal offences involving our Group or its employees, questionable
accounting, auditing, business, safety or other matters that impact negatively on our Group; and
(j)
generally undertake such other functions and duties as may be required by statute or the Catalist
Rules, or by such amendments as may be made thereto from time to time.
Our Audit Committee will meet, at a minimum, on a half-yearly basis. Our Audit Committee shall also
commission an annual internal controls audit until such time that it is satisfied that the internal controls
of our Group are sufficiently robust and effective in mitigating any internal control weaknesses our
Group may have. Prior to decommissioning such annual audit, our Board shall report to the sponsor
and the SGX-ST on basis for deciding to decommission the annual audit, as well as measures taken
to rectify key weaknesses in or strengthen the internal controls of our Group. Thereafter, our Audit
Committee shall commission such audits as and when it deems fit for the purposes of satisfying itself
that the internal controls of our Group have remained robust and effective. Upon the completion of an
internal control audit, our Board shall make the appropriate disclosure via SGXNET of any weaknesses
in our Groups internal controls which may be material or of a price-sensitive nature, as well as any
follow-up actions to be taken by our Board.
Apart from the duties listed above, our Audit Committee shall commission and review the findings of
internal investigations into matters where there is any suspected fraud or irregularity, or failure of
internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have
a material impact on our operating results and/or financial position. In the event that a member of our
Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain
from reviewing that particular transaction or voting on that particular resolution.
131
CORPORATE GOVERNANCE
Our Audit Committee has considered the following in respect of Mr Teo Theng Hows appointment as
our FC:
The qualification and past working experiences of Mr Teo including his prior experience with Ernst
& Young LLP and as senior corporate audit specialist with 3M Asia Pacific Pte Ltd, as being
compatible with his position as our Groups FC;
Mr Teo demonstration of the requisite competency in finance related matters in connection with
the preparation for the Listing; and
The absence of negative feedback on Mr Teo from the representatives of our Groups
Independent Auditors and Reporting Accountants;
Mr Teos responses to questions posed to him at various meetings and discussions; and
The absence of negative feedback on Mr Teo from background investigation checks and
character references.
Based on the foregoing, our Audit Committee is of the view that Mr Teo is suitable for the position of
FC of our Group.
Remuneration Committee
Our Remuneration Committee comprises Ng Tiak Soon, Foo Shiang Ping and Lye Hoong Yip
Raymond. The Chairman of the Remuneration Committee is Lye Hoong Yip Raymond.
Our Remuneration Committee will recommend to our Board a framework of remuneration for our
Directors and Executive Officers, and determine specific remuneration packages for each Executive
Director. The recommendations of our Remuneration Committee shall be submitted for endorsement by
the entire Board. All aspects of remuneration, including but not limited to Directors fees, salaries,
allowances, bonuses, options and benefits-in-kind shall be covered by our Remuneration Committee.
In addition, our Remuneration Committee will perform an annual review of the remuneration of
employees related to our Directors and Substantial Shareholders to ensure that their remuneration
packages are in line with our staff remuneration guidelines and commensurate with their respective job
scopes and level of responsibilities. They will also review and approve any bonuses, pay increases
and/or promotions for these employees. Each member of the Remuneration Committee shall abstain
from voting on any resolutions in respect of his remuneration package or that of employees related to
him.
Nominating Committee
Our Nominating Committee comprises Lee Cheng Chye, Ng Tiak Soon and Foo Shiang Ping. The
Chairman of the Nominating Committee is Ng Tiak Soon.
Our Nominating Committee will be responsible for:
(a)
132
CORPORATE GOVERNANCE
(b)
(c)
in respect of a director who has multiple board representations on various companies, deciding
whether or not such director is able to and has been adequately carrying out his/her duties as
director, having regard to the competing time commitments that are faced when serving on
multiple boards;
(d)
reviewing and approving any new employment of related persons and the proposed terms of their
employment; and
(e)
deciding how the Boards performance is to be evaluated and propose objective performance
criteria, subject to the approval by the Board, which address how the Board has enhanced long
term Shareholders value. The Board will also implement a process to be proposed by the
Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing
the contribution of each individual director to the effectiveness of the Board (if applicable).
Our Nominating Committee will decide how the Boards performance is to be evaluated and will
propose objective performance criteria, subject to the approval of the Board, which address how the
Board has enhanced long-term shareholders value. The Board will also implement a process to be
carried out by our Nominating Committee for assessing the effectiveness of the Board as a whole and
for assessing the contribution of each individual Director to the effectiveness of the Board.
Each member of the Nominating Committee shall abstain from voting on any resolution and making any
recommendations and/or participating in any deliberations of our Nominating Committee in respect of
the assessment of his performance or re-nomination as Director. In the event that any member of the
Nominating Committee has an interest in a matter being deliberated upon by the Nominating
Committee, he will abstain from participating in the review and approval process relating to that matter.
Board Practices
Our Directors are appointed by our Shareholders at a general meeting and an election of Directors is
held annually. One third (or the number nearest to one third) of our Directors, are required to retire from
office at each annual general meeting. Further, all Directors are required to retire from office at least
once in every three years. However, a retiring Director is eligible for re-election at the meeting at which
he retires.
133
EXCHANGE CONTROLS
The following is a description of the exchange controls that exist in the jurisdiction which our Group
operates in.
Singapore
There are no Singapore governmental laws, decrees, regulations or other legislation in force that may
affect:
(a)
the import or export of capital, including the availability of cash and cash equivalents for use by
our Group; and
(b)
the remittance of dividends, interest or other payments to non-resident holders of our Companys
securities.
134
TAXATION
The following is a discussion of certain tax matters arising under the current tax laws in Singapore and
is not intended to be and does not constitute legal or tax advice. While this discussion is considered to
be a correct interpretation of existing laws in force, no assurance can be given that courts or fiscal
authorities responsible for the administration of such laws will agree with this interpretation or that
changes in such laws will not occur. The discussion is limited to a general description of certain tax
consequences in Singapore with respect to ownership of the Shares by Singapore investors, and does
not purport to be a comprehensive nor exhaustive description of all the tax considerations that may be
relevant to a decision to purchase the Shares. Prospective investors should consult their tax advisors
regarding Singapore tax and other tax consequences of owning and disposing of the Shares. It is
emphasised that neither the Company, the Directors nor any other persons involved in the Placement
accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase,
holding or disposal of the Shares.
SINGAPORE INCOME TAX
Corporate income tax
Singapore resident and non-resident corporate taxpayers are subject to Singapore income tax on:
(i)
(ii)
Foreign income in the form of branch profits, dividends and service fee income (specified foreign
income) received or deemed received in Singapore by a Singapore tax resident corporate taxpayer are
exempted from Singapore income if certain prescribed conditions are met.
A company is regarded as a tax resident in Singapore if the control and management of its business
is exercised in Singapore.
The corporate tax rate in Singapore is 17% with effect from Year of Assessment 2010 with partial
exemption on the first $300,000 of a companys normal chargeable income. The partial tax exemption
does not apply to Singapore franked dividends received by companies.
Individual income tax
An individual taxpayer (both resident and non-resident) is subject to Singapore income tax on income
accrued in or derived from Singapore, subject to certain exceptions. Foreign-sourced personal income
received or deemed received in Singapore by a Singapore tax resident individual (except where such
income is received through a partnership) is exempt from tax in Singapore. Certain investment income
derived from Singapore sources by individuals will also be exempt from tax.
Currently, a Singapore tax resident individual is subject to tax at the progressive rates, ranging from 0%
to 20%.
A non-Singapore tax resident individual is normally taxed at the tax rate of 20% except that Singapore
employment income is taxed at a flat rate of 15% or at resident rates, whichever yields a higher tax.
An individual is regarded as tax resident in Singapore if, in the calendar year preceding the year of
assessment, he was physically present in Singapore or exercised employment in Singapore (other than
as a director of a company) for 183 days or more, or if he ordinarily resides in Singapore.
135
TAXATION
DIVIDEND DISTRIBUTIONS
Singapore does not impose withholding tax on dividends paid to Singapore tax resident or nonSingapore resident shareholders.
Our Company is under the one-tier corporate tax system. Under the one-tier system, the corporate tax
payable would constitute a final tax and the company can pay tax exempt (1-tier) dividends to the
shareholders subject to the Companies Act. The tax exempt (1-tier) dividends are tax exempt from
Singapore taxation in the hands of Singapore shareholders (both individual and corporate).
GAINS ON DISPOSAL OF THE SHARES
Singapore does not impose tax on capital gains. However, there are no specific laws or regulations
which deal with the characterisation of capital gains, and hence, gains may be construed to be of a
revenue nature and subject to tax especially if they arise from activities which the Inland Revenue
Authority of Singapore (IRAS) regard as the carrying on of a trade or business in Singapore.
Any profit from the disposal of the Shares if regarded as capital gains by the IRAS is not taxable in
Singapore, unless the seller is regarded as having derived gains of a revenue nature, in which case,
the disposal profits would be taxable as trading income and not treated as non-taxable capital gains.
STAMP DUTY
There is no stamp duty payable on the subscription of our Shares.
Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$2.00 for every
S$1,000 or part thereof in market value of our Shares registered in Singapore. The purchaser is liable
for stamp duty, unless there is an agreement to the contrary. No stamp duty is payable if no instrument
of transfer is executed or the instrument of transfer is executed outside Singapore. However, stamp
duty may be payable if the instrument of transfer which is executed outside Singapore is received in
Singapore.
Stamp duty is not applicable to electronic transfers of our Shares through the CDP.
GOODS AND SERVICES TAX (GST)
The sale of our Shares by an investor belonging in Singapore through an SGX-ST member or to
another person belonging in Singapore is an exempt supply not subject to GST. Generally, any GST
directly or indirectly incurred by the GST-registered investor in respect of this exempt supply will
become an additional cost to the investor.
Where our Shares are sold by a GST registered investor to a person belonging outside Singapore, the
sale is a taxable sale subject to GST at zero-rate if certain conditions are met. Any GST incurred by a
GST-registered investor in the making of this taxable supply in the course or furtherance of a business
may be recovered from the Comptroller of GST.
Services such as brokerage, handling and clearing charges rendered by a GST-registered person to an
investor belonging in Singapore in connection with the investors purchase, sale, holding of shares will
be subject to GST at the standard rate currently at 7.0%. Similar services rendered to an investor
belonging outside Singapore may be zero-rated if certain conditions are met.
136
137
Save as disclosed below, none of our Directors, Executive Officers or Controlling Shareholders:
(a)
had at any time during the last ten years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was
a partner at the time when he was a partner or at any time within two years from the date
he ceased to be a partner;
(b)
had at any time during the last ten years, had an application or a petition under any law of
any jurisdiction filed against an entity (not being a partnership) of which he was a director or
an equivalent person or a key executive, at the time when he was a director or an equivalent
person or a key executive of that entity or at any time within two years from the date he
ceased to be a director or an equivalent person or a key executive of that entity, for the
winding up or dissolution of that entity or, where that entity is the trustee of a business trust,
that business trust, on the ground of insolvency;
(c)
(d)
has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty, which is punishable with imprisonment, or has been the subject of any criminal
proceedings (including any pending criminal proceedings of which he is aware) for such
purpose;
(e)
has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of
any law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or been the subject of any criminal proceedings (including any
pending criminal proceedings of which he is aware) for such breach;
(f)
had at any time during the last ten years, had judgment entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, or a
finding of fraud, misrepresentation or dishonesty on his part, or been the subject of any civil
proceedings (including any pending civil proceedings of which he is aware) involving an
allegation of fraud, misrepresentation or dishonesty on his part;
(g)
has ever been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;
(h)
has ever been disqualified from acting as a director or an equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i)
has ever been the subject of any order, judgment or ruling of any court, tribunal or
governmental body, permanently or temporarily enjoining him from engaging in any type of
business practice or activity;
(j)
has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of the affairs of:
(i)
any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
138
any entity (not being a corporation) which has been investigated for a breach of any law
or regulatory requirement governing such entities in Singapore or elsewhere;
(iii)
any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the entity or business trust; or
(k)
has been the subject of any current or past investigation or disciplinary proceedings, or has
been reprimanded or issued any warning, by the Authority or any other regulatory authority,
exchange, professional body or governmental agency, whether in Singapore or elsewhere.
Disclosures relating to our Executive Chairman, Mr Lee Koh Yong
In September 2003, Mr Lee committed and was convicted for an offence under Section
68(1)(b) of the Road Traffic Act for being in charge of a motor vehicle which was on a road,
but not driving the vehicle, under the influence of alcohol. He was fined S$1,000.
Subsequently, in December 2004, Mr Lee was involved in a drink driving incident and was
convicted under Section 67(1)(b) of the Road Traffic Act. He was suspended from driving for
a period of three years for the offence. A two-week jail term was imposed on him. Both
matters were settled through court result.
In 2006, Mr Lee assisted with the inquiry into the tender process of one of our contracts by
the Corrupt Practices Investigation Bureau. Neither Mr Lee nor anyone in our Group has
since been asked to assist further.
Disclosures relating to our Executive Director and Chief Operating Officer, Mr Chan Teck Ee
Vincent
Mr Chan was a director of Galax Services Pte Ltd (Galax).
In 1990, Mr Chan assisted in the investigation by CPF Board as a director of Galax in relation
to false declaration by the company of one of its employees income for the purpose of CPF
contribution. Galax was fined S$91,000 by the CPF Board. No charges were made against
Mr Chan individually as a director of the company in connection with the above. This matter
was resolved upon payment of such fine by Galax.
In 1991, Mr Chan assisted in the investigation by MOM as a director of Galax in relation to
illegal deployment of worker where a construction worker was sub-contracted to Galax as a
recycling worker. Galax was fined S$19,800 by MOM. This matter was resolved upon
payment of such fine by Galax. No charges were made against Mr Chan individually as a
director of the company in connection with the above.
Mr Chan was a director of NWI Recycling Pte Ltd since the date of its incorporation, 22 June
2001 until its dissolution. NWI Recycling was wound up voluntarily by its creditors on 15
March 2010.
139
140
No person has been, or has the right to be, given an option to subscribe for or purchase any
securities of our Company or any of our subsidiaries.
3.
There is no shareholding qualification for Directors under the Articles of Association of our
Company.
4.
Save as disclosed in the sections entitled Restructuring Exercise and Interested Person
Transactions of this Offer Document, none of our Directors is interested, directly or indirectly, in
the promotion of, or in any property or assets which have, within the two years preceding the date
of this Offer Document, been acquired or disposed of by or leased to, our Company or our
Subsidiaries.
5.
No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any firm
in which such Director or expert is a partner or any corporation in which such Director or expert
holds shares or debentures, in cash or shares or otherwise, by any person to induce him to
become, or to qualify him as, a Director, or otherwise for services rendered by him or by such firm
or corporation in connection with the promotion or formation of our Company.
141
As at the Latest Practicable Date, there was only one class of shares in the capital of our
Company. The rights and privileges attached to our Shares are stated in the Articles of Association
of our Company. There are no founder, management or deferred shares. The Substantial
Shareholders of our Company are not entitled to any different voting rights from the other
Shareholders.
7.
Save as disclosed below and in the section entitled Share Capital of the Offer Document, there
were no changes in the issued and paid-up share capital of our Company or our subsidiaries
within the three years preceding the Latest Practicable Date:
8.
Company
Date of
issue/increase
Increase in
issued and
paid up capital
800 Landscape
21 October 2009
S$50,000
Purpose of issue/
Consideration
Incorporation/
S$ 1 for each share
Resultant
issued share
capital
S$50,000
Save as disclosed in paragraph 7 above, no Shares in, or debentures of, our Company or any of
our subsidiaries had been issued, or were proposed to be issued, as fully or partly paid for in cash
or for a consideration other than cash, within the three years preceding the date of this Offer
Document.
Our Company is registered in Singapore with registration number 201108701K. The main object
of our Company is to carry on business as an investment holding company and to engage in the
waste collection business.
10. A summary of our Articles of Association providing for, inter alia, transferability of Shares,
Directors voting rights, borrowing powers of Directors and dividend rights are set out in Appendix
E of this Offer Document. The Articles of Association of our Company is available for inspection
at our registered office in accordance with paragraph 29(a) under General and Statutory
Information Documents Available for Inspection of this Offer Document.
MATERIAL CONTRACTS
11.
Save as disclosed in paragraph 12 below, the following contracts, not being contracts entered into
in the ordinary course of business of our Group, have been entered into by our Company and our
subsidiaries within the two years preceding the date of lodgement of this Offer Document and are
or may be material:
(a)
Agreement for Provision of Technical Know-How dated 27 March 2009 between 800 Super
and C S Enviro Engineering Services (C S Enviro), pursuant to which 800 Super provide
C S Enviro with such technical know-how, information and assistance to C S Enviro to
enable C S Enviro to provide waste management and services including public waste
collection, industrial and commercial waste collection, cleaning and conservancy services,
recycling and auxillary services in the United Arab Emirates (UAE) and eventually the AGCC
Region including Oman, Saudi Arabia, Qatar, Bahrain, Kuwait, Yemen, Jordan, extending to
the Indian Subcontinent at the consideration and on the terms and conditions set out in the
agreement. This agreement is subject to UAE and/or Indian Laws.
142
Variation of Lease dated 3 June 2009 between JTC as lessor and 800 Super as lessee in
respect of the leasehold estate in the land located at No. 17A Senoko Way.
(c)
Variation of Lease dated 27 April 2011 between JTC as lessor and 800 Super as lessee in
respect of the leasehold estate in the land located at No. 2 Loyang Walk.
(d)
(e)
Option to Purchase dated 8 July 2008 granted by Pay Ah Heng Contractor Pte Ltd to 800
Super to purchase the property at 17A Senoko Way for the purchase price of S$2,800,000
and duly accepted by 800 Super on 21 July 2008.
(f)
Share Swap Agreement dated 9 May 2011 entered into between our Company (as the
purchaser) and Lee Koh Yong, Lee Hock Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam
Seng and Lee Chuan Heng (as the vendors) pursuant to which our Company acquired the
entire equity interest of all our Subsidiaries at a consideration which was satisfied by the
allotment and issue of an aggregate of 4,999,999 Shares to such parties as set out in the
share swap agreement.
Pursuant to the Management Agreement dated 6 July 2011 entered into between our Company,
the Vendors and PPCF, our Company and the Vendors appointed PPCF to manage and sponsor
the Placement. PPCF will receive a management fee for such services rendered.
Pursuant to the Placement Agreement dated 6 July 2011 entered into between our Company, the
Vendors and PPCF as the Placement Agent, our Company and the Vendors appointed PPCF as
the Placement Agent and PPCF agreed to subscribe or procure purchasers for and/or
subscriptions for the Placement Shares for a placement commission of 3.0% of the Placement
Price for each Placement Share. PPCF may, at its absolute discretion appoint one or more
secondary sub-placement agents for the Placement.
Purchasers and/or subscribers of the Placement Shares may be required to pay a brokerage of
up to 1.0% of the Placement Price to the Placement Agent (and the prevailing GST, if applicable).
Save as aforesaid, no commission, discount or brokerage, has been paid or other special terms
granted within the two years preceding the date of this Offer Document or is payable to any
Director, promoter, expert, proposed Director or any other person for subscribing or agreeing to
subscribe or procuring or agreeing to procure subscriptions for any shares in, or debentures of,
our Company or any of our subsidiaries.
The Management Agreement may be terminated by PPCF, at any time on or before the close of
the Application List, on the occurrence of certain events including the following:
(A)
PPCF becomes aware of any breach by our Company and/or its agent(s) or the Vendors of
any warranties, representations, covenants or undertakings given by our Company to PPCF
in the Management Agreement; or
143
there shall have been, since the date of the Management Agreement, any changes to or
prospective change in or any introduction or prospective introduction of any legislation,
regulation, policy, directive, guideline, rule or byelaw by any relevant government or
regulatory body, whether or not having the force of law, or any other occurrence of similar
nature that would materially change the scope of work, responsibility or liability required of
PPCF.
The Placement Agreement is conditional upon the Management Agreement not being terminated
or rescinded pursuant to the provisions of the Management Agreement and may be terminated on
the occurrence of certain events, including those specified above. In the event that the
Management Agreement, or the Placement Agreement is terminated, our Company reserves the
right, at the absolute discretion of our Directors, to cancel the Placement.
In the reasonable opinion of our Directors, PPCF does not have any material relationship with our
Company, save as disclosed below:
(a)
PPCF is the Manager, Sponsor and Placement Agent in relation to the Listing;
(b)
PPCF will be our continuing Sponsor for a period of three years from the date we are
admitted to and listed on Catalist; and
(c)
Pursuant to the Management Agreement and as part of PPCFs fees as the Manager and
Sponsor, our Company will issue and allot to PPCF 2,238,000 PPCF Shares representing
1.25% of the post-Placement issued share capital of the Company, at the Placement Price
for each PPCF Share.
LITIGATION
13. Save as disclosed below, there are no legal or arbitration proceedings, including those which are
pending or known to be contemplated, which may have or have had during the last 12 months
prior to the date of lodgement of this Offer Document, a material effect on our Groups financial
position or profitability:
We have been served with a writ of summons filed on 14 March 2011. The writ of summons was
filed by one Lee Chew Chiew, an employee of our Group at the relevant time, who was involved
in an industrial accident at the worksite of one of our Groups customers, namely SBS Transit. Our
Group has referred the matter to our insurers and our Executive Directors believe that the claim
is covered by the workmans compensation insurance policy that we have purchased.
MISCELLANEOUS
14. The nature of the business of our Company has been stated earlier in this Offer Document. The
corporations which by virtue of Section 6 of the Companies Act are deemed to be related to our
Company are set out in the section entitled Group Structure of this Offer Document.
15. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the
public within the two years preceding the date of this Offer Document.
16. There has not been any public take-over offer by a third party in respect of our Shares or by our
Company in respect of shares of another corporation or units of a business trust which has
occurred between FY2010 and the Latest Practicable Date.
144
known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Groups liquidity increasing or decreasing in any material
way;
(b)
(c)
unusual or infrequent events or transactions or any significant economic changes that may
materially affect the amount of reported income from operations; and
(d)
the business and financial prospects and any significant recent trends in production, sales
and inventory, and in the costs and selling prices of products and services and known trends
or uncertainties that have had or that we reasonably expect will have a material favourable
or unfavourable impact on revenues, profitability, liquidity, capital resources or operating
income or that would cause financial information disclosed to be not necessarily indicative
of the future operating results or financial condition of our Company.
23. Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of FY2010 to the Latest Practicable Date which may have a material effect
on the financial position and results of our Group or the financial information provided in this Offer
Document.
145
Professional Body
Institute of Certified
Public Accountants of
Singapore
Director-in-charge/
Professional Qualification
Loh Ji Kin
(A practicing member of
the Institute of Certified
Public Accountants of
Singapore)
We currently have no intention of changing our auditors after the listing of our Company on
Catalist.
CONSENTS
25. The Independent Auditors and Reporting Accountants, Nexia TS Public Accounting Corporation
has given and has not withdrawn its written consent to the issue of this Offer Document with the
inclusion herein of the Independent Auditors Report on the Combined Financial Statements of
800 Super Holdings Limited for the Financial Years Ended 30 June 2008, 2009 and 2010,
Independent Auditors Review Report on the Unaudited Combined Financial Statements of 800
Super Holdings Limited for the Six-Month Period Ended 31 December 2010, Independent
Auditors Report on the Unaudited Pro Forma Combined Financial Information of 800 Super
Holdings Limited for the Financial Year Ended 30 June 2010 and Independent Auditors Report on
the Unaudited Pro Forma Combined Financial Information of 800 Super Holdings Limited for the
Six-Month Period Ended 31 December 2010 as set out in the Appendices A, B, C and D of this
Offer Document, in the form and context in which they are respectively included and references
to their name in the form and context in which it appears in this Offer Document and to act in such
capacity in relation to this Offer Document.
26. The Manager, Sponsor and Placement Agent, the Solicitors to the Placement and the Legal
Advisers to our Company on Singapore Law, the Share Registrar and the Principal Bankers and
the Receiving Banker have each given and have not withdrawn their respective written consent
to the issue of this Offer Document with the inclusion herein of and reference to its name in the
form and context in which it appears in this Offer Document and to act in such capacities in
relation to this Offer Document.
27. Each of the Receiving Bank, the Solicitors to the Placement and the Legal Advisers to our
Company on Singapore Law, the Share Registrar and the Principal Bankers do not make or
purport to make any statement in this Offer Document and are not aware of any statement in this
Offer Document which purports to be based on a statement made by it and each of them makes
no representation regarding any statement in this Offer Document and, to the extent permitted by
law, takes no responsibility for any statement in or omission from this Offer Document.
146
This Offer Document has been seen and approved by our Directors and the Vendors and they
collectively and individually accept full responsibility for the accuracy of the information given in
this Offer Document and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, the facts stated and the opinions expressed in this Offer Document are fair
and accurate in all material respects as at the date of this Offer Document and that there are no
other facts the omission of which would make any statements herein misleading, and that this
Offer Document constitutes full and true disclosure of all material facts about the Placement, the
Vendors and our Group.
Copies of the following documents may be inspected at the registered office of our Company at
17A Senoko Way Singapore 758056, during normal business hours for a period of six months
from the date of registration of this Offer Document with the SGX-ST (acting as agent on behalf
of the Authority):
(a)
(b)
the Independent Auditors Report on the Combined Financial Statements of 800 Super
Holdings Limited for the Financial Years Ended 30 June 2008, 2009 and 2010 as set out in
Appendix A of this Offer Document;
(c)
the Independent Auditors Review Report on the Unaudited Combined Financial Statements
of 800 Super Holdings Limited for the Six-Month Period Ended 31 December 2010 as set out
in Appendix B of this Offer Document;
(d)
the Independent Auditors Report on the Unaudited Pro Forma Combined Financial
Information of 800 Super Holdings Limited for the Financial Year Ended 30 June 2010 as set
out in Appendix C of this Offer Document;
(e)
the Independent Auditors Report on the Unaudited Pro Forma Combined Financial
Information of 800 Super Holdings Limited for the Six-Month Period Ended 31 December
2010 as set out in Appendix D of this Offer Document;
(f)
(g)
(h)
the Service Agreements referred to in the section entitled Director, Management and Staff
Service Agreements of this Offer Document.
147
the combined financial statements set out on pages A-4 to A-48 are drawn up so as to give a true
and fair view of the state of affairs of the Group as at 30 June 2008, 2009 and 2010, and of the
results, changes in equity and cash flows of the Group for the financial years then ended; and
(ii)
at the date of this statement there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they fall due.
A-1
devising and maintaining a system of internal accounting control sufficient to provide a reasonable
assurance that assets are safeguarded against loss from unauthorised use or disposition; and
transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair profit and loss accounts and balance sheets and to maintain
accountability of assets;
(b)
(c)
A-2
A-3
2008
2009
2010
308,492
2,380,452
2,697,615
ASSETS
Current Assets
Cash and bank balances
Trade and other receivables
10,088,749
9,951,833
13,945,829
1,033,467
1,824,364
1,333,290
11,430,708
14,156,649
17,976,734
Non-Current Assets
Property, plant and equipment
9,779,245
13,227,022
17,214,147
95,945
50,885
65,190
9,875,190
13,277,907
17,279,337
21,305,898
27,434,556
35,256,071
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
7,741,658
7,756,199
8,380,530
Borrowings
1,612,918
2,222,155
2,611,880
20
45,957
438,376
981,585
9,400,533
10,416,730
11,973,995
Non-Current Liabilities
Borrowings
2,828,135
4,409,124
5,255,352
11
635,615
733,312
878,524
3,463,750
5,142,436
6,133,876
12,864,283
15,559,166
18,107,871
8,441,615
11,875,390
17,148,200
4,050,000
4,050,000
4,100,000
Total Liabilities
NET ASSETS
EQUITY
Share capital
12
13
(50,265)
(60,625)
(43,719)
Retained profits
4,441,880
7,886,015
13,091,919
Total Equity
8,441,615
11,875,390
17,148,200
Note
Revenue
14
55,354,573
60,836,723
69,580,324
Other income
15
298,244
344,868
415,585
Other losses
16
(450)
(11,950)
(21,656)
(22,348,466)
(22,276,267)
(22,928,402)
(3,063,601)
(4,174,443)
(5,697,972)
(1,370,202)
(2,242,304)
(2,795,610)
Other expenses
17
(5,259,650)
(5,975,896)
(7,127,971)
18
(21,064,862)
(22,308,237)
(25,048,608)
Finance expenses
19
(197,686)
(227,567)
(400,774)
2,347,900
20
Net profit
(192,046)
2,155,854
3,964,927
(520,792)
3,444,135
5,974,916
(769,012)
5,205,904
Reclassification
(96,995)
(96,995)
(21,560)
11,200
(10,360)
16,906
16,906
2,058,859
3,433,775
5,222,810
1.49
2.38
3.59
21
Fair value
reserve
$
Retained
profits
$
Total
$
3,900,000
46,730
2,286,026
6,232,756
150,000
150,000
2008
Beginning of financial year
Issuance of ordinary shares
Total comprehensive (loss)/income
for the financial year
End of financial year
(96,995)
2,155,854
2,058,859
4,050,000
(50,265)
4,441,880
8,441,615
4,050,000
(50,265)
4,441,880
8,441,615
(10,360)
3,444,135
3,433,775
4,050,000
(60,625)
7,886,015
11,875,390
4,050,000
(60,625)
7,886,015
11,875,390
2009
Beginning of financial year
Total comprehensive (loss)/income for
the financial year
End of financial year
2010
Beginning of financial year
Issuance of ordinary shares
Total comprehensive income for
the financial year
End of financial year
50,000
50,000
16,906
5,205,904
5,222,810
(43,719)
13,091,919
17,148,200
4,100,000
2008
2009
2010
2,155,854
3,444,135
5,205,904
192,046
520,792
769,012
1,370,202
2,242,304
2,795,610
450
11,950
650
(3,102)
(40,838)
17
Dividend income
15
Interest income
15
Interest expense
19
197,686
227,567
400,774
3,909,999
6,403,026
9,203,894
(3,137)
21,006
26,473
(1,260)
(2,478)
(1,624)
(13,057)
854,658
136,916
(20,026)
(790,899)
491,073
(538,857)
14,542
624,331
4,205,774
5,763,585
6,325,303
1,624
13,057
(3,993,995)
(197,686)
(227,567)
(400,774)
(49,834)
(30,676)
(80,591)
3,958,254
5,506,966
5,856,995
(9,000)
(933,352)
(3,434,656)
(6,844,214)
122,177
41,938
6,500
22,750
1,951
Dividend received
3,137
1,260
2,478
(810,538)
(3,368,708)
14,000
(6,825,785)
150,000
50,000
(1,660,671)
(2,242,750)
(1,961,221)
Repayment of borrowings
(1,428,223)
(63,548)
(3,760,826)
(2,938,894)
2,240,000
(66,298)
1,285,953
208,822
2,071,960
317,163
99,670
308,492
2,380,452
308,492
2,380,452
2,697,615
6,958,000
Corporate Information
1.1 The Company
The Company was incorporated in the Republic of Singapore on 11 April 2011 as an exempt
private company limited by shares to act as the holding corporation of the Group. On
incorporation, the Companys issued and paid-up share capital was $1 comprising one
share. The Company was incorporated for the purpose of acquiring the existing companies
of the Group pursuant to the Group Restructuring Exercise (Note 1.2).
On 16 June 2011, the Companys name was subsequently changed to 800 Super Holdings
Limited in connection with the Companys conversion to a public company limited by shares.
The address of its registered and principal place of business is No. 17A Senoko Way,
Singapore 758056.
The principal activities of the Company are those of investment holding company and
management and administrative support to its subsidiaries. The principal activities of the
subsidiaries are described below.
The Group comprises the Company and the following subsidiaries:
Name of companies
Principal activities
Country of
business/
incorporation
Equity holding
2008
2009
2010
Singapore
100
100
100
YS Yong Services
Pte Ltd
Singapore
100
100
100
Manufacturing, packaging
and processing of plastics,
woods materials and scrap
metals, and providing
cleaning services and waste
disposal.
Singapore
100
100
100
Singapore
100
A-9
(ii)
Share swaps between the original shareholders of subsidiaries for shares in the
Company
Pursuant to the Restructuring Exercise carried out pursuant to a share swap
agreement dated 9 May 2011 between the Company and Lee Koh Yong, Lee Hock
Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng, all the
then shareholders of 800 Super Waste Management Pte Ltd, 800 Landscape Pte. Ltd.,
Green Recycling Pte. Ltd. and YS Yong Services Pte Ltd transferred all their respective
shareholding interests in the respective subsidiaries to the Company in return for
shares in the capital of the Company.
(iii)
A-10
Issued and
paid up
capital
$
Equity
holding
%
3,000,000
100
Name of companies
Principal activities
Singapore
04 June 1986
YS Yong Services
Pte Ltd
Singapore
28 July 1994
750,000
100
Green Recycling
Pte. Ltd.
Manufacturing, packaging
and processing of
plastics, woods materials
and scrap metals, and
providing cleaning
services and waste
disposal.
Singapore
02 July 2002
300,000
100
800 Landscape
Pte. Ltd.
Singapore
21 October
2009
50,000
100
A-11
A-12
A-13
Measurement
Property, plant and equipment are initially recognised at cost and subsequently carried
at cost less accumulated depreciation and accumulated impairment losses.
The cost of an item of property, plant and equipment initially recognised includes its
purchase price and any costs that are directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the manner
intended by management.
(ii)
Depreciation
Depreciation is calculated using the straight-line method to allocate their depreciable
amounts over their estimated useful lives as follows:
Useful lives
Leasehold buildings
42 45 years
Motor vehicles
10 years
5 10 years
Machinery
3 10 years
Boat
10 years
Office equipment
3 years
Computers
3 years
3 years
Renovation
10 years
The residual values, and estimated useful lives and depreciation method of property,
plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet
date. The effects of any revision are recognised in profit or loss when the changes
arise.
A-14
Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already
been recognised is added to the carrying amount of the asset only when it is probable
that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other repair and maintenance expenses
are recognised in profit or loss when incurred.
(iv) Disposal
On disposal of an item of property, plant and equipment, the difference between the
disposal proceeds and its carrying amount is recognised in profit or loss.
2.6 Group Accounting
(a)
Subsidiaries
(i)
Consolidation
Subsidiaries are entities (including special purpose entities) over which the Group
has power to govern the financial and operating policies so as to obtain benefits
from its activities, generally accompanied by a shareholding giving rise to a
majority of the voting rights. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when assessing whether
the Group controls another entity. Subsidiaries are consolidated from the date on
which control is transferred to the Group. They are de-consolidated from the date
on which control ceases.
In preparing the consolidated financial statements, transactions, balances and
unrealised gains on transactions between group entities are eliminated.
Unrealised losses are also eliminated but are considered an impairment indicator
of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
A-15
Subsidiaries (Contd)
(i)
Consolidation (Contd)
Non-controlling interests are that part of the net results of operations and of net
assets of a subsidiary attributable to the interests which are not owned directly or
indirectly by the equity holders of the Company. They are shown separately in the
consolidated statements of comprehensive income, consolidated statements of
changes in equity and consolidated balance sheets. Total comprehensive income
is attributed to the non-controlling interests based on their respective interests in
a subsidiary, even if this results in the non-controlling interests having a deficit
balance.
(ii)
Acquisition of businesses
The acquisition method of accounting is used to account for business
combinations by the Group.
The consideration transferred for the acquisition of a subsidiary comprises the fair
value of the assets transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred also includes the fair value of
any contingent consideration arrangement and the fair value of any pre-existing
equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree at the date of acquisition either at fair value or at the
non-controlling interests proportionate share of the acquirees net identifiable
assets.
The excess of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the net identifiable assets acquired
is recorded as goodwill.
A-16
Subsidiaries (Contd)
(iii)
(b)
A-17
Classification
The Group classifies its financial assets in the following categories: loans and
receivables and financial assets, available-for-sale. The classification depends on the
nature of the assets and the purpose for which the assets were acquired. Management
determines the classification of its financial assets at initial recognition.
(i)
(ii)
A-18
(c)
Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.
(d)
Subsequent measurement
Financial assets, available-for-sale are subsequently carried at fair value. Loans and
receivables are subsequently carried at amortised cost using the effective interest
method.
Interest and dividend income on financial assets, available-for-sale are recognised
separately in profit or loss. Changes in fair values of available-for-sale debt securities
(i.e non-monetary items) are recognised in the fair value reserve, together with the
related currency translation differences.
(e)
Impairment
The Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired and recognises an
allowance for impairment when such evidence exists.
A-19
Impairment (Contd)
(i)
(ii)
A-20
Rendering of service
Revenue is recognised when services are performed according to contract
agreements.
(ii)
A-21
Interest income
Interest income is recognised using the effective interest method.
Other income
Other income is recognised at the point of entitlement of income.
at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantially enacted by the balance sheet date; and
(ii)
based on the tax consequence that will follow from the manner in which the Group
expects, at the balance sheet date, to recover or settle the carrying amounts of its
assets and liabilities.
Current and deferred income taxes are recognised as income or expense in profit or loss.
A-22
(ii)
A-23
A-24
Finance leases
Leases where the Group assumes substantially all risks and rewards incidental to
ownership of the leased assets are classified as finance leases.
The leased assets and the corresponding lease liabilities (net of finance charges)
under finance leases are recognised on the balance sheet as property, plant and
equipment and finance lease liabilities respectively, at the inception of the leases
based on the lower of the fair values of the leased assets and the present value of the
minimum lease payments.
Each lease payment is apportioned between the finance expense and the reduction of
the outstanding lease liability. The finance expense is recognised in profit or loss on a
basis that reflects a constant periodic rate of interest on the finance lease liability.
(ii)
Operating leases
Leases where substantially all risks and rewards incidental to ownership are retained
by the lessor are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessors) are recognised in profit or loss
on a straight-line basis over the period of the lease.
A-25
(b)
A-26
2009
$
2010
$
Trade receivables:
Related parties
Non-related parties
25,975
37,013
8,025
9,997,710
9,908,341
13,942,764
(83,415)
(11,439)
9,940,270
9,945,354
13,939,350
568,000
6,479
6,479
6,479
10,088,749
9,951,833
13,945,829
284,000
426,000
Allowance made
142,000
142,000
(568,000)
Other receivables:
Non-related party
Staff advances
(426,000)
Allowance utilised
426,000
Banking facilities are secured on trade receivables of the Group with carrying amounts of
$2,500,000 (2009: $2,500,000 and 2008: $2,500,000) (Note 9).
5
2009
$
2010
$
Deposits
561,873
1,218,306
784,577
Prepayments
471,594
606,058
548,713
1,033,467
1,824,364
1,333,290
A-27
A-28
Disposals
Disposals
Depreciation charge
Beginning of financial
year
Accumulated
Depreciation
Additions
5,197,662
4,256,759
(264,365)
749,892
3,771,232
9,454,421
(383,440)
1,355,456
8,482,405
Beginning of financial
year
Cost
2008
Motor
vehicles
Leasehold
buildings
3,305,222
1,921,970
405,366
1,516,604
5,227,192
284,566
4,942,626
Bins and
containers
1,064,656
951,199
175,733
775,466
2,015,855
171,611
1,844,244
Machinery
Boat
122,313
268,986
23,469
245,517
391,299
56,181
335,118
Office
equipment
63,060
58,476
11,684
46,792
121,536
17,992
103,544
Computers
23,539
42,057
3,361
38,696
65,596
6,170
59,426
Furniture
and fittings
2,793
36,192
697
35,495
38,985
38,985
Renovation
9,779,245
7,535,639
(264,365)
1,370,202
6,429,802
17,314,884
(383,440)
1,891,976
15,806,348
Total
A-29
Disposals
Depreciation charge
Beginning of financial
year
Accumulated
Depreciation
2,857,198
21,402
21,402
2,878,600
2,878,600
Disposals
6,600,011
4,975,905
(135,030)
854,176
4,256,759
11,575,916
(135,030)
2,256,525
9,454,421
Additions
Beginning of financial
year
Cost
2009
Motor
vehicles
Leasehold
buildings
2,577,685
2,845,108
923,138
1,921,970
5,422,793
195,601
5,227,192
Bins and
containers
1,030,454
1,206,386
(42,900)
298,087
951,199
2,236,840
(44,000)
264,985
2,015,855
Machinery
Boat
85,760
337,535
68,549
268,986
423,295
31,996
391,299
Office
equipment
35,742
113,607
55,131
58,476
149,349
27,813
121,536
Computers
40,172
61,085
19,028
42,057
101,257
35,661
65,596
Furniture
and fittings
(38,985)
2,793
36,192
(38,985)
38,985
Renovation
13,227,022
9,561,028
(216,915)
2,242,304
7,535,639
22,788,050
(218,015)
5,691,181
17,314,884
Total
A-30
Disposals
5,255,119
100,381
Depreciation charge
Disposals
21,402
78,979
Beginning of financial
year
Accumulated
Depreciation
5,355,500
2,476,900
Additions
2,878,600
8,175,360
6,215,153
(5,001)
1,244,249
4,975,905
14,390,513
(40,007)
2,854,604
11,575,916
Beginning of financial
year
Cost
2010
Motor
vehicles
Leasehold
buildings
2,077,649
3,507,045
661,937
2,845,108
5,584,694
161,901
5,422,793
Bins and
containers
1,476,311
1,904,299
697,913
1,206,386
3,380,610
1,143,770
2,236,840
Machinery
43,405
365
365
43,770
43,770
Boat
100,286
402,790
65,255
337,535
503,076
79,781
423,295
Office
equipment
40,525
128,873
15,266
113,607
169,398
20,049
149,349
Computers
45,492
86,788
(5,943)
31,646
61,085
132,280
(32,416)
63,439
101,257
Furniture
and fittings
Renovation
17,214,147
12,345,694
(10,944)
2,795,610
9,561,028
29,559,841
(72,423)
6,844,214
22,788,050
Total
Including in additions in the combined financial statements are motor vehicles acquired
under finance leases amounting to $Nil (2009: $2,256,525 and 2008: $958,624).
The carrying amounts of motor vehicles, bins and containers and machinery held under
finance leases are $4,568,114 (2009: $5,426,742 and 2008: $4,176,731), $1,058,400 (2009:
$1,419,600 and 2008: $1,780,000) and $Nil (2009: $225,675 and 2008: $361,225)
respectively at the balance sheet date (Notes 9 and 10).
(b)
Bank borrowings are secured on leasehold buildings of the Group with carrying amounts of
$5,255,119 (2009: $2,857,198 and 2008: $Nil) (Note 9).
2009
$
2010
$
190,890
95,945
50,885
Additions
9,000
Disposal
(6,950)
(23,500)
(2,601)
(96,995)
(21,560)
16,906
95,945
50,885
65,190
2008
$
2009
$
2010
$
95,945
50,885
65,190
Listed securities
equity securities Singapore
A-31
2009
$
2010
$
200,000
467,038
401,454
3,578,163
3,593,369
3,516,820
3,778,163
4,060,407
3,918,274
1,034,196
884,486
907,859
1,599
24,605
246,637
899,715
949,653
947,015
1,935,510
1,858,744
2,101,511
2,027,985
1,837,048
2,360,745
7,741,658
7,756,199
8,380,530
Trade payables:
Related parties
Non-related parties
Other payables:
Related parties
Non-related parties
Directors
The non-trade amounts due to related parties and directors are unsecured, interest-free and are
repayable on demand.
9
Borrowings
2008
$
2009
$
2010
$
193,542
828,441
1,612,918
2,028,613
1,783,439
1,612,918
2,222,155
2,611,880
1,982,910
4,545,185
2,828,135
2,426,214
710,167
2,828,135
4,409,124
5,255,352
4,441,053
6,631,279
7,867,232
Current
Bank loans
Finance lease liabilities (Note 10)
Non-Current
Bank loans
Finance lease liabilities (Note 10)
Total borrowings
A-32
Borrowings (Contd)
The exposure of the borrowings of the Group to interest rate changes and the contractual
repricing dates at the balance sheet dates are as follows:
2008
$
2009
$
2010
$
6 months or less
830,359
1,123,626
1,381,173
6 12 months
782,559
1,098,529
1,230,707
2,828,135
3,251,206
3,060,322
1,157,918
2,195,030
4,441,053
6,631,279
7,867,232
1 5 years
Over 5 years
(a)
Security granted
Total banking facilities up to a limit of $13,819,600 (2009: $13,371,600 and 2008:
$6,170,000) are secured as follows:
(i)
(ii)
(iii)
First fixed charge over The Street Cleansing project proceeds in North-Eastern
Singapore awarded by National Environment Agency;
Bank borrowings of the Group are secured over its leasehold buildings at 17A Senoko Way
and 2 Loyang Walk (Note 6). Finance lease liabilities of the Group are effectively secured
over the leased motor vehicles (Note 6), as the legal title is retained by the lessor and will
be transferred to the Group upon full settlement of the finance lease liabilities.
(b)
A-33
Borrowings (Contd)
(b)
Bank borrowings
Finance lease liabilities
10
2008
%
2009
%
2010
%
3.25
2.22 5.00
2.5 3.38
2.5 3.18
2.50 3.13
2009
$
2010
$
1,805,095
2,267,935
1,999,630
3,180,859
2,678,555
749,819
4,985,954
4,946,490
2,749,449
(544,901)
4,441,053
(491,663)
(255,843)
4,454,827
2,493,606
2008
$
2009
$
2010
$
1,612,918
2,028,613
1,783,439
2,828,135
2,426,214
710,167
4,441,053
4,454,827
2,493,606
The carrying amounts of finance lease liabilities approximate their fair values.
A-34
2009
$
2010
$
635,615
733,312
878,524
2008
$
2009
$
2010
$
494,000
635,615
733,312
141,615
97,697
145,212
635,615
733,312
878,524
12
Share Capital
The Company was incorporated on 11 April 2011 in the Republic of Singapore as an investment
holding company with an initial issued and paid-up share capital of $1, comprising 1 ordinary
share, which was issued and allotted to Lee Koh Yong.
For the purpose of the preparation of the combined balance sheets, the share capital as at 30
June 2010 represent the aggregate amounts of the paid-up capital of the following companies:
Number of
shares
issued
Share
capital
$
3,000,000
3,000,000
750,000
750,000
300,000
300,000
50,000
50,000
4,100,000
4,100,000
A-35
As at 1 July 2007
Injection of additional
capital during
the financial year
As at 30 June 2008 and
2009
Issuance of shares
As at 30 June 2010
800 Super
Waste
$
YS Yong
Services
$
Green
Recycling
$
800
Landscape
$
3,000,000
600,000
300,000
3,900,000
150,000
150,000
3,000,000
750,000
300,000
4,050,000
50,000
50,000
3,000,000
750,000
300,000
50,000
4,100,000
Total
$
Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when
declared by the Company.
13
2008
$
2009
$
2010
$
46,730
(50,265)
(60,625)
11,200
(96,995)
(21,560)
16,906
(50,265)
(60,625)
(43,719)
2008
$
2009
$
2010
$
51,522,700
58,193,383
67,247,951
3,831,873
2,591,140
2,332,373
52,200
55,354,573
60,836,723
69,580,324
Revenue
Service income
Sale of recycled materials
Others
A-36
Other Income
2008
$
2,835
3,810
Dividend income
3,137
1,260
2,478
1,624
13,057
3,102
40,838
233,206
240,728
345,158
55,964
60,418
51,082
298,244
344,868
415,585
2008
$
2009
$
2010
$
Other Losses
21,006
450
11,950
650
450
11,950
21,656
2008
$
2009
$
2010
$
23,157
39,517
101,446
142,000
142,000
11,439
10,995
143,292
52,706
250,115
259,288
312,120
1,720,125
1,888,131
2,103,316
26,473
227,408
49,756
55,256
295,686
337,754
448,035
225,556
251,902
420,778
Staff training
220,046
325,216
377,790
17
2010
$
16
2009
$
Other Expenses
Advertisement
A-37
2009
$
2010
$
Telephone
122,140
108,157
101,884
Transport
210,609
236,741
243,786
98,032
129,819
134,247
76,656
77,538
864,311
1,014,271
1,399,397
Workers accommodation
356,992
573,534
595,350
86,692
132,969
194,321
405,786
266,893
472,089
5,259,650
5,975,896
7,127,971
2008
$
2009
$
2010
$
20,021,450
22,014,844
24,920,302
Utilities
Upkeep of leasing building
Workers welfare
Others
Total other expenses
18
(819,782)
(1,198,193)
1,043,412
1,113,175
1,326,499
21,064,862
22,308,237
25,048,608
The Jobs credit scheme is a cash grant introduced in the Singapore Budget 2009 to help
businesses preserve jobs in the economic downturn. The amount an employee can receive would
depend on the fulfillment of the conditions as stated in the scheme.
19
Finance Expenses
2008
$
2009
$
2010
$
Interest expense
Bank overdraft
A-38
3,228
193,788
203,558
248,280
670
24,009
152,494
197,686
227,567
400,774
2009
$
2010
$
24,378
437,000
631,231
141,615
97,697
138,796
165,993
534,697
770,027
26,053
(13,905)
(7,431)
6,416
192,046
520,792
769,012
The income tax expense on profits differs from the amount that would arise using the
Singapore standard rate of income tax as explained below:
2008
$
2009
$
2010
$
2,347,900
3,964,927
5,974,916
422,622
674,037
1,015,735
(30,318)
(59,567)
(63,106)
(79,189)
(205,500)
38,295
15,507
Effects of:
Others
28,192
(259,720)
(34,495)
5,217
(4,384)
7,391
165,993
A-39
534,697
770,027
2009
$
2010
$
45,360
45,957
438,376
(49,834)
(30,676)
(80,591)
24,378
437,000
631,231
26,053
(13,905)
45,957
438,376
21
(7,431)
981,585
22
2009
$
342,655
281,153
2010
$
(2,736)
A-40
(926,251)
230,639
(1,960,722)
(b)
2008
$
2009
$
2010
$
472,810
537,308
672,449
49,248
51,641
56,026
522,058
588,949
728,475
Segment Information
The Group operates predominantly in only one business segment, which is the environmental
service segment. Accordingly, no segmental information is presented based on business
segment.
No segmental information by geographical location is presented as all the revenue in the financial
years ended 30 June 2008, 2009 and 2010 was derived in Singapore.
A-41
Commitments
(a)
Capital commitments
Capital expenditure contracted for at the balance sheet dates but not recognised in the
financial statements are as follows:
(b)
2008
$
2009
$
2010
$
455,770
293,363
2009
$
2010
$
258,677
146,434
231,262
34,150
347,618
440,737
1,750,027
3,648,037
292,827
2,244,079
4,320,036
The Company has two lease agreements with Jurong Town Corporation (JTC), i.e. 17A
Senoko Way and No. 2 Loyang Walk for the rental of two pieces of land from JTC for 60
years commencing on 1 January 1994 and 1 May 1997 respectively. As at 30 June 2010, the
remaining lease period of the 17A Senoko Way lease is 43 years and 6 months and No.2
Loyang Walk lease is 41 years and 8 months. The annual rental for the lease recognised in
profit or loss during the financial years amounted to $50,043 (2009: $12,898 and 2008: $Nil).
The annual rental is subject to annual revision based on the market value at the discretion
of the lessor, but the increase shall not exceed 5.5% of the annual rental for each immediate
preceding year.
A-42
Market risk
(i)
Currency risk
Foreign currency risk arises from transactions denominated in currencies other than
the functional currency of the Company. The Groups business operations are not
exposed to significant foreign currency risks as it has no significant transactions
denominated in foreign currencies.
(ii)
Price risk
The Group is exposed to equity securities price risk arising from the investments
classified as available-for-sale. These securities are listed in Singapore. To manage its
price risk arising from investments in equity securities, the Group diversifies its portfolio
in accordance with the limits set by the Group.
If prices for equity securities listed in Singapore had changed by 10% (2009 and 2008:
10%) with all other variables including tax rate being held constant, the effect on total
comprehensive income and equity will be $5,411 (2009: $4,223 and 2008: $7,963)
higher/lower.
(iii)
Credit risk
Credit risk refers to the risk that a counterparty will default as its contractual obligations
resulting in financial loss to the Group. The major classes of financial assets of the Group
are cash and bank balances, trade and other receivables and financial assets, availablefor-sale. For trade receivables, the Group adopts the policy of dealing only with customers
of appropriate credit history. For other financial assets, the Group adopts the policy of
dealing only with high credit quality counterparties.
As at balance sheet date, the Group has no significant concentration of credit risk.
As the Group does not hold any collateral, the maximum exposure to credit for each class
of financial instruments is the carrying amount of that class of financial instruments
presented on the balance sheet.
The credit risk for trade receivables based on the information provided to key management
is as follows:
2008
$
2009
$
2010
$
By types of customers
Related parties
Non-related parties
(i)
25,975
37,013
8,025
9,997,710
9,908,341
13,942,764
10,023,685
9,945,354
13,950,789
(ii)
A-44
2009
$
2010
$
298,095
3,343,190
1,447,895
309,686
416,415
388,720
99,052
10,177
128,504
706,833
3,769,782
1,965,119
2010
$
83,415
11,439
(83,415)
(11,439)
83,415
83,415
Allowance made
11,439
Allowance utilised
(c)
2009
$
83,415
(83,415)
11,439
Liquidity risk
The Group manages the liquidity risk by maintaining sufficient cash and cash equivalents
and marketable securities to enable them to meet their normal operating commitments. The
Group also has adequate amount of committed credit facilities which can be utilised as
necessary.
A-45
Between 1
and 5 years
$
Over
5 years
$
At 30 June 2008
Trade and other payables
7,741,658
Borrowings
1,612,918
3,180,859
9,354,576
3,180,859
7,756,199
Borrowings
2,222,155
3,503,547
1,157,918
9,978,354
3,503,547
1,157,918
8,380,530
Borrowings
2,611,880
3,099,974
2,195,030
10,992,410
3,099,974
2,195,030
At 30 June 2009
At 30 June 2010
(d)
Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to
continue to operate as a going concern entity and to maintain an optimal capital structure so
as to maximise shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may return capital to shareholders or obtain new borrowings.
Management monitors capital based on a gearing ratio. The Groups strategies, which were
unchanged from 2008, are to maintain a gearing ratio not exceeding 100%.
The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as
borrowings plus trade and other payables less cash and bank balances. Total capital is
calculated as equity plus net debt.
A-46
2009
$
2010
$
11,874,219
12,007,026
13,550,147
Total equity
8,441,615
11,875,390
17,148,200
Total capital
20,315,834
23,882,416
30,698,347
58%
50%
44%
Net debt
Gearing ratio
The Group are in compliance with all externally imposed capital requirements for the
financial years ended 30 June 2008, 2009 and 2010.
(e)
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(b)
Inputs other than quoted prices included within Level 1 there are observable for the
asset or liability, either directly (is as prices) or indirectly (i.e. derived from prices)
(Level 2); and
(c)
Inputs for the asset or liability that are not based on observable market data
(unobservable inputs) (Level 3).
The following table presents the assets and liabilities measured at fair value at 30 June:
Level 1
Level 2
Level 3
Total
2008
95,945
95,945
2009
50,885
50,885
2010
65,190
65,190
The fair values of financial assets and liabilities approximate their carrying amounts.
A-47
Dividends
On 15 April 2011, the subsidiaries of the Company, 800 Super Waste Management Pte Ltd
and YS Yong Services Pte Ltd paid a final tax exempt (1-tier) dividend in respect of the
financial year ended 30 June 2010 of $0.33 and $1.33 per share to shareholders totalling
$1,000,000 respectively.
(b)
Share capital
At an Extraordinary General Meeting held on 10 June 2011, the shareholders of the
Company approved the sub-division of each ordinary share in the issued and paid-up capital
of the Company into 29 shares.
27
28
FRS No.
Title
FRS 24
FRS 32
1 February 2010
FRS 101
1 January 2010
FRS 102
1 January 2010
1 January 2011
1 January 2011
1 July 2010
A-48
the unaudited interim combined financial statements as set out on pages B-3 to B-45 are drawn
up so as to give a true and fair view of the state of affairs of the Group as at 31 December 2010,
and of the results of the business, changes in equity and cash flows of the Group for the financial
period then ended; and
(b)
at the date of this statement, there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they fall due.
B-1
B-2
Note
30 JUNE
2010
31 DECEMBER
2010
(Audited)
(Unaudited)
2,697,615
4,239,780
ASSETS
Current Assets
Cash and bank balances
Trade and other receivables
13,945,829
13,773,964
1,333,290
1,068,601
17,976,734
19,082,345
Non-Current Assets
Property, plant and equipment
17,214,147
17,092,509
65,190
81,373
17,279,337
17,173,882
35,256,071
36,256,227
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
8,380,530
6,843,937
Borrowings
2,611,880
2,637,050
981,585
640,516
11,973,995
10,121,503
Non-Current Liabilities
Borrowings
5,255,352
6,127,450
11
878,524
878,524
6,133,876
7,005,974
Total Liabilities
18,107,871
17,127,477
NET ASSETS
17,148,200
19,128,750
4,100,000
4,100,000
EQUITY
Share capital
12
13
(43,719)
(27,536)
Retained profits
13,091,919
15,056,286
Total Equity
17,148,200
19,128,750
Note
Revenue
14
34,002,055
37,321,604
Other income
15
214,942
173,126
Other losses
16
(21,656)
(11,297,875)
(12,346,185)
Sub-contractor charges
(3,193,949)
(1,942,551)
(1,344,836)
(1,442,081)
Other expenses
17
(3,691,690)
(4,633,613)
18
(11,426,699)
(14,562,060)
Finance expenses
19
(193,301)
(234,873)
3,046,991
20
Net profit
(438,962)
2,333,367
(369,000)
2,608,029
1,964,367
10,248
16,183
10,248
16,183
2,618,277
1,980,550
1.80
1.36
21
Share
capital
$
Fair value
reserve
$
Retained
profits
$
Total
$
4,050,000
(60,625)
7,886,015
11,875,390
50,000
50,000
10,248
2,608,029
2,618,277
4,100,000
(50,377)
10,494,044
14,543,667
4,100,000
(43,719)
13,091,919
17,148,200
16,183
1,964,367
1,980,550
(27,536)
15,056,286
19,128,750
4,100,000
2009
$
(Unaudited)
2010
$
(Unaudited)
2,608,029
1,964,367
438,962
369,000
1,344,836
1,442,081
16
650
16
21,006
Dividend income
15
(2,420)
(3,780)
Interest income
15
(10,706)
(2,307)
Interest expense
19
193,301
234,873
4,593,658
4,004,234
(2,961,082)
692,833
(249,945)
171,857
264,690
(1,536,594)
2,075,464
2,904,187
10,706
2,307
(193,301)
(234,873)
(72,624)
(710,069)
1,820,245
1,961,552
(3,467,971)
(985,996)
1,950
Dividend received
2,420
3,780
(3,463,601)
(982,216)
2010
$
(Unaudited)
50,000
(959,082)
(711,934)
Repayment of borrowings
(349,807)
(559,568)
2,190,000
1,834,331
931,111
562,829
(712,245)
1,542,165
2,380,452
2,697,615
1,668,207
4,239,780
Corporate Information
1.1 The Company
The Company was incorporated in the Republic of Singapore on 11 April 2011 as an exempt
private company limited by shares to act as the holding corporation of the Group. On
incorporation, the Companys issued and paid-up share capital was $1 comprising one
share. The Company was incorporated for the purpose of acquiring the existing companies
of the Group pursuant to the Group Restructuring Exercise (Note 1.2).
On 16 June 2011, the Companys name was subsequently changed to 800 Super Holdings
Limited in connection with the Companys conversion to a public company limited by shares.
The address of its registered and principal place of business is No. 17A Senoko Way,
Singapore 758056.
The principal activities of the Company are those of investment holding company and
management and administrative support to its subsidiaries. The principal activities of the
subsidiaries are described below.
The Group comprises the Company and the following subsidiaries:
Name of companies
Principal activities
B-8
Country of
business/
incorporation
2009
2010
Singapore
%
100
%
100
Singapore
100
100
Singapore
100
100
Singapore
100
Equity holding
(ii)
Share swaps between the original shareholders of subsidiaries for shares in the
Company
Pursuant to the Restructuring Exercise carried out pursuant to a share swap
agreement dated 9 May 2011 between the Company and Lee Koh Yong, Lee Hock
Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng, all the
then shareholders of 800 Super Waste Management Pte Ltd, 800 Landscape Pte. Ltd.,
Green Recycling Pte. Ltd. and YS Yong Services Pte Ltd transferred all their respective
shareholding interests in the respective subsidiaries to the Company in return for
shares in the capital of the Company.
(iii)
B-9
Name of companies
Principal activities
Singapore
04 June 1986
YS Yong Services
Pte Ltd
Green Recycling
Pte. Ltd.
800 Landscape
Pte. Ltd.
Issued
and paid
up capital
Equity
holding
3,000,000
100
Singapore
28 July 1994
750,000
100
Manufacturing, packaging
and processing of
plastics, woods materials
and scrap metals, and
providing cleaning
services and waste
disposal.
Singapore
02 July 2002
300,000
100
Singapore
21 October 2009
50,000
100
B-10
B-11
B-12
Measurement
Property, plant and equipment are initially recognised at cost and subsequently carried
at cost less accumulated depreciation and accumulated impairment losses.
The cost of an item of property, plant and equipment initially recognised includes its
purchase price and any costs that are directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the manner
intended by management.
(ii)
Depreciation
Depreciation is calculated using the straight-line method to allocate their depreciable
amounts over their estimated useful lives as follows:
Useful lives
Leasehold buildings
42 45 years
Motor vehicles
10 years
5 10 years
Machinery
3 10 years
Boat
10 years
Office equipment
3 10 years
Computers
3 10 years
3 10 years
Renovation
3 10 years
The residual values, and estimated useful lives and depreciation method of property,
plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet
date. The effects of any revision are recognised in profit or loss when the changes
arise.
(iii)
Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already
been recognised is added to the carrying amount of the asset only when it is probable
that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other repair and maintenance expenses
are recognised in profit or loss when incurred.
B-13
Subsidiaries
(i)
Consolidation
Subsidiaries are entities (including special purpose entities) over which the Group
has power to govern the financial and operating policies so as to obtain benefits
from its activities, generally accompanied by a shareholding giving rise to a
majority of the voting rights. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when assessing whether
the Group controls another entity. Subsidiaries are consolidated from the date on
which control is transferred to the Group. They are de-consolidated from the date
on which control ceases.
In preparing the consolidated financial statements, transactions, balances and
unrealised gains on transactions between group entities are eliminated.
Unrealised losses are also eliminated but are considered an impairment indicator
of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests are that part of the net results of operations and of net
assets of a subsidiary attributable to the interests which are not owned directly or
indirectly by the equity holders of the Company. They are shown separately in the
consolidated statements of comprehensive income, consolidated statements of
changes in equity and consolidated balance sheets. Total comprehensive income
is attributed to the non-controlling interests based on their respective interests in
a subsidiary, even if this results in the non-controlling interests having a deficit
balance.
B-14
Subsidiaries (Contd)
(ii)
Acquisition of businesses
The acquisition method of accounting is used to account for business
combinations by the Group.
The consideration transferred for the acquisition of a subsidiary comprises the fair
value of the assets transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred also includes the fair value of
any contingent consideration arrangement and the fair value of any pre-existing
equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree at the date of acquisition either at fair value or at the
non-controlling interests proportionate share of the acquirees net identifiable
assets.
The excess of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the net identifiable assets acquired
is recorded as goodwill.
(iii)
B-15
B-16
Classification
The Group classifies its financial assets in the following categories: loans and
receivables and financial assets, available-for-sale. The classification depends on the
nature of the assets and the purpose for which the assets were acquired. Management
determines the classification of its financial assets at initial recognition.
(i)
(ii)
(b)
(c)
Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.
B-17
Subsequent measurement
Financial assets, available-for-sale are subsequently carried at fair value. Loans and
receivables are subsequently carried at amortised cost using the effective interest
method.
Interest and dividend income on financial assets, available-for-sale are recognised
separately in profit or loss. Changes in fair values of available-for-sale debt securities
(i.e non-monetary items) are recognised in the fair value reserve, together with the
related currency translation differences.
(e)
Impairment
The Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired and recognises an
allowance for impairment when such evidence exists.
(i)
B-18
Impairment (Contd)
(ii)
B-19
Rendering of service
Revenue is recognised when services are performed according to contract
agreements.
(ii)
Other income
Other income is recognised at the point of entitlement of income.
at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantially enacted by the balance sheet date; and
(ii)
based on the tax consequence that will follow from the manner in which the Group
expects, at the balance sheet date, to recover or settle the carrying amounts of its
assets and liabilities.
Current and deferred income taxes are recognised as income or expense in profit or loss.
2.15 Employee Compensation
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised
as an asset.
(i)
(ii)
B-21
(b)
B-22
Finance leases
Leases where the Group assumes substantially all risks and rewards incidental to
ownership of the leased assets are classified as finance leases.
The leased assets and the corresponding lease liabilities (net of finance charges)
under finance leases are recognised on the balance sheet as property, plant and
equipment and finance lease liabilities respectively, at the inception of the leases
based on the lower of the fair values of the leased assets and the present value of the
minimum lease payments.
Each lease payment is apportioned between the finance expense and the reduction of
the outstanding lease liability. The finance expense is recognised in profit or loss on a
basis that reflects a constant periodic rate of interest on the finance lease liability.
(ii)
Operating leases
Leases where substantially all risks and rewards incidental to ownership are retained
by the lessor are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessors) are recognised in profit or loss
on a straight-line basis over the period of the lease.
B-23
(b)
B-24
31 December
2010
$
(Unaudited)
Trade receivables:
Related parties
Non-related parties
8,025
862
13,942,764
13,932,952
(11,439)
(165,329)
13,939,350
13,768,485
6,479
5,479
13,945,829
13,773,964
Other receivables:
Staff advances
Banking facilities are secured on trade receivables of the Group with carrying amounts of
$2,500,000 (30 June 2010: $2,500,000) (Note 9).
5
31 December
2010
$
(Unaudited)
Deposits
784,577
650,102
Prepayments
548,713
256,499
162,000
1,333,290
1,068,601
B-25
B-26
Disposals
5,255,119
100,381
78,979
Depreciation charge
Disposals
21,402
Accumulated Depreciation
5,355,500
2,476,900
Additions
2,878,600
Cost
(Audited)
Leasehold
buildings
$
8,175,360
6,215,153
(5,001)
1,244,249
4,975,905
14,390,513
(40,007)
2,854,604
11,575,916
Motor
vehicles
$
2,077,649
3,507,045
661,937
2,845,108
5,584,694
161,901
5,422,793
Bins and
containers
$
1,476,311
1,904,299
697,913
1,206,386
3,380,610
1,143,770
2,236,840
Machinery
$
43,405
365
365
43,770
43,770
Boat
$
100,286
402,790
65,255
337,535
503,076
79,781
423,295
Office
equipment
$
40,525
128,873
15,266
113,607
169,398
20,049
149,349
Computers
$
45,492
86,788
(5,943)
31,646
61,085
132,280
(32,416)
63,439
101,257
Furniture
and fittings
$
17,214,147
12,345,694
(10,944)
2,795,610
9,561,028
29,559,841
(72,423)
6,844,214
22,788,050
Total
$
B-27
41,216
2,554
365
2,189
93,759
442,646
402,790
39,856
536,405
503,076
33,329
Office
equipment
$
38,419
137,859
128,873
8,986
176,278
169,398
6,880
Computers
$
84,214
102,101
86,788
15,313
186,315
132,280
54,035
Furniture
and fittings
$
17,092,509
13,787,775
12,345,694
1,442,081
30,880,284
29,559,841
1,320,443
Total
$
Bank borrowings are secured on leasehold buildings of the Group with carrying amounts of $ 5,193,470 (30 June 2010: $5,255,119) (Note 9).
1,484,677
2,224,529
1,904,299
320,230
43,770
43,770
Boat
$
(b)
1,743,142
3,849,752
3,507,045
342,707
3,709,206
3,380,610
328,596
Machinery
$
Including in additions in the combined financial statements are motor vehicles acquired under finance leases amounting to $668,777 (30 June 2010:
$Nil). The carrying amounts of motor vehicles, bins and containers held under finance leases are $5,161,369 (30 June 2010: $4,568,114) and $877,800
(30 June 2010: $1,058,400) respectively at the balances sheet date (Notes 9 and 10).
8,413,612
6,866,304
6,215,153
651,151
5,592,894
5,584,694
8,200
Bins and
containers
$
(a)
5,193,470
162,030
100,381
61,649
5,355,500
Accumulated Depreciation
Beginning of financial period,
as at 1 July
Depreciation charge
14,390,513
889,403
5,355,500
(Unaudited)
Cost
Beginning of financial period,
as at 1 July
Additions
15,279,916
Motor
vehicles
$
Leasehold
buildings
$
31 December
2010
(Audited)
(Unaudited)
50,885
65,190
Disposal
(2,601)
16,906
16,183
65,190
81,373
30 June
2010
$
(Audited)
31 December
2010
$
(Unaudited)
65,190
81,373
30 June
2010
31 December
2010
(Audited)
(Unaudited)
Listed securities
equity securities Singapore
Trade payables:
Related parties
401,454
56,699
3,516,820
3,351,391
3,918,274
3,408,090
Related parties
907,859
Non-related parties
246,637
915,315
Directors
947,015
2,101,511
915,315
2,360,745
2,520,532
8,380,530
6,843,937
Non-related parties
Other payables:
The non-trade amounts due to related parties and directors are unsecured, interest-free and are
repayable on demand.
B-28
Borrowings
30 June
2010
31 December
2010
(Audited)
(Unaudited)
Current
Bank loans
Finance lease liabilities (Note 10)
828,441
1,110,941
1,783,439
1,526,109
2,611,880
2,637,050
4,545,185
5,203,117
710,167
924,333
5,255,352
6,127,450
7,867,232
8,764,500
Non-Current
Bank loans
Finance lease liabilities (Note 10)
Total borrowings
The exposure of the borrowings of the Group to interest rate changes and the contractual
repricing dates at the balance sheet dates are as follows:
30 June
2010
31 December
2010
(Audited)
(Unaudited)
6 months or less
1,381,173
1,582,362
6 12 months
1,230,707
1,054,688
1 5 years
3,060,322
4,124,620
Over 5 years
2,195,030
2,002,830
7,867,232
8,764,500
(a)
Security granted
Total banking facilities up to a limit of $15,392,600 (30 June 2010: $13,819,600) are secured
as follows:
(i)
(ii)
(iii)
First fixed charge over The Street Cleaning project proceeds in North-Eastern
Singapore awarded by National Environment Agency;
Borrowings (Contd)
(a)
Bank borrowings of the Group are secured over its leasehold buildings at 17A Senoko Way
and 2 Loyang Walk (Note 6). Finance lease liabilities of the Group are effectively secured
over the leased motor vehicles (Note 6), as the legal title is retained by the lessor and will
be transferred to the Group upon full settlement of the finance lease liabilities.
(b)
10
30 June
2010
31 December
2010
Bank borrowings
2.22 5.00
2.15 5.00
2.50 3.13
1.80 2.99
31 December
2010
(Audited)
(Unaudited)
1,999,630
1,665,370
749,819
976,278
2,749,449
2,641,648
(255,843)
2,493,606
B-30
(191,206)
2,450,442
30 June
2010
$
(Audited)
31 December
2010
$
(Unaudited)
1,783,439
1,526,109
710,167
924,333
2,493,606
2,450,442
The carrying amounts of finance lease liabilities approximate their fair values.
11
31 December
2010
(Audited)
(Unaudited)
878,524
878,524
30 June
2010
$
(Audited)
31 December
2010
$
(Unaudited)
733,312
878,524
145,212
878,524
878,524
B-31
Share Capital
The Company was incorporated on 11 April 2011 in the Republic of Singapore as an investment
holding company with an initial issued and paid-up share capital of $1, comprising 1 ordinary
share, which was issued and allotted to Lee Koh Yong.
For the purpose of the preparation of the combined balance sheets, the share capital as at 30
June 2010 and 31 December 2010 represent the aggregate amounts of the paid-up capital of the
following companies:
Number of
shares issued
Share capital
$
3,000,000
3,000,000
750,000
750,000
300,000
300,000
50,000
50,000
4,100,000
4,100,000
As at 1 July 2009
Issuance of shares during
the financial year ended
30 June 2010
As at 30 June 2010 and
31 December 2010
800 Super
Waste
$
YS Yong
Services
$
Green
Recycling
$
800
Landscape
$
3,000,000
750,000
300,000
4,050,000
50,000
50,000
3,000,000
750,000
300,000
50,000
4,100,000
Total
$
Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when
declared by the Company.
B-32
31 December
2010
(Audited)
(Unaudited)
(60,625)
(43,719)
16,906
16,183
(43,719)
(27,536)
Revenue
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Service income
Sale of recycled materials
15
32,886,972
36,089,878
1,115,083
1,231,726
34,002,055
37,321,604
Other Income
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Bad debts recovered
3,809
Dividend income
2,420
3,780
10,706
2,307
173,504
91,504
24,503
75,535
214,942
173,126
B-33
Other Losses
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Loss on disposal of property, plant and equipment
Loss on disposal of financial assets, available-for-sale
17
21,006
650
21,656
Other Expenses
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Advertisement
34,547
156,236
11,439
153,890
22,171
177,629
198,553
1,040,506
1,021,886
14,695
83,675
22,500
45,362
61,424
213,581
117,687
Staff training
259,995
19,111
Telephone
48,793
47,124
Transport
104,867
105,662
Utilities
59,821
114,716
65,935
185,836
807,582
1,268,845
Workers accommodation
283,540
298,696
68,954
57,138
454,444
698,463
3,691,690
4,633,613
Workers welfare
Others
Total other expenses
B-34
11,650,369
(831,453)
13,819,552
607,783
742,508
11,426,699
14,562,060
The Jobs credit scheme is a cash grant introduced in the Singapore Budget 2009 to help
businesses preserve jobs in the economic downturn. The amount an employee can receive would
depend on the fulfillment of the conditions as stated in the scheme.
19
Finance Expenses
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Interest expense
Finance lease liabilities
Bank term loan
20
129,422
123,047
63,879
111,826
193,301
234,873
438,962
B-35
369,000
3,046,991
2,333,367
517,988
396,672
(25,926)
(42,023)
(141,758)
(645)
Effects of:
5,458
10,480
55,653
27,547
4,516
438,962
369,000
Others
Deferred income tax assets are recognised for tax losses to the extent that realisation of the
related tax benefits through future taxable profits is probable. The Group has unrecognised
tax losses of $Nil (31 December 2009: $327,371) at the balance sheet date which can be
carried forward and used to offset against future income subject to meeting statutory
requirements. The tax losses have no expiry date.
21
B-36
2010
(Unaudited)
(Unaudited)
117,805
43,142
1,457,098
110,677
Other related parties comprise mainly companies which are controlled or significantly
influenced by the Groups key management personnel and their close family members.
Outstanding balances at 31 December 2010, arising from sale/purchase of goods and
services, are unsecured and receivable/payable within 12 months from balance sheet date
and are disclosed in Notes 4 and 8 respectively.
(b)
2009
2010
(Unaudited)
(Unaudited)
227,004
347,706
22,194
23,519
249,198
371,225
Included in the above is the directors remuneration of the Company amounting to $183,132
(2010: $239,196).
B-37
Segment Information
The Group operates predominantly in only one business segment, which is the environmental
service segment. Accordingly, no segmental information is presented based on business
segment.
No segmental information by geographical location is presented as all the revenue in the
six-month periods ended 31 December 2010 and 2009 was derived in Singapore.
24
Commitments
(a)
Capital commitments
Capital expenditure contracted for at the balance sheet date but not recognised in the
financial statements are as follows:
(b)
30 June
2010
31 December
2010
(Audited)
(Unaudited)
293,363
293,579
31 December
2010
(Audited)
(Unaudited)
231,262
421,191
440,737
524,637
3,648,037
3,599,401
4,320,036
4,545,229
B-38
Commitments (Contd)
(b)
25
Market risk
(i)
Currency risk
Foreign currency risk arises from transactions denominated in currencies other than
the functional currency of the Company. The Groups business operations are not
exposed to significant foreign currency risks as it has no significant transactions
denominated in foreign currencies.
(ii)
Price risk
The Group is exposed to equity securities price risk arising from the investments
classified as available-for-sale. These securities are listed in Singapore. To manage its
price risk arising from investments in equity securities, the Group diversifies its portfolio
in accordance with the limits set by the Group.
If prices for equity securities listed in Singapore had changed by 10% (30 June
2010:10%) with all other variables including tax rate being held constant, the effect on
total comprehensive income and equity will be $5,411 (30 June 2010: $5,411)
higher/lower.
B-39
(b)
Credit risk
Credit risk refers to the risk that a counterparty will default as its contractual obligations
resulting in financial loss to the Group. The major classes of financial assets of the Group
are cash and bank balances, trade and other receivables and financial assets, availablefor-sale. For trade receivables, the Group adopts the policy of dealing only with customers
of appropriate credit history. For other financial assets, the Group adopts the policy of
dealing only with high credit quality counterparties.
As at balance sheet date, the Group has no significant concentration of credit risk.
As the Group does not hold any collateral, the maximum exposure to credit for each class
of financial instruments is the carrying amount of that class of financial instruments
presented on the balance sheet.
B-40
31 December
2010
(Audited)
(Unaudited)
By types of customers
Related parties
Non-related parties
(i)
8,025
862
13,942,764
13,932,952
13,950,789
13,933,814
(ii)
30 June
2010
31 December
2010
(Audited)
(Unaudited)
1,447,895
1,763,647
388,720
280,620
128,504
115,147
1,965,119
2,159,414
B-41
Gross amount
Less: Allowance for impairment (Note 4)
30 June
2010
31 December
2010
(Audited)
(Unaudited)
11,439
165,329
(11,439)
(165,329)
(c)
11,439
Allowance made
11,439
153,890
11,439
165,329
Liquidity risk
The Group manages the liquidity risk by maintaining sufficient cash and cash equivalents
and marketable securities to enable them to meet their normal operating commitments. The
Group also has adequate amount of committed credit facilities which can be utilised as
necessary.
The table below analyses the Groups financial liabilities into relevant maturity groupings
based on the remaining period from the balance sheet date to the contractual maturity date.
The amounts disclosed in the table are the contractual undiscounted cash flows.
B-42
Between 1
and 5 years
$
Over 5 years
$
At 31 December 2010
Trade and other payables
6,843,938
Borrowings
2,637,050
4,176,565
2,002,830
9,480,988
4,176,565
2,002,830
8,380,530
Borrowings
2,611,880
3,099,974
2,195,030
10,992,410
3,099,974
2,195,030
At 30 June 2010
(d)
Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to
continue to operate as a going concern entity and to maintain an optimal capital structure so
as to maximise shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may return capital to shareholders or obtain new borrowings.
Management monitors capital based on a gearing ratio. The Groups strategies, which were
unchanged from 2008, are to maintain a gearing ratio not exceeding 100%.
The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as
borrowings plus trade and other payables less cash and bank balances. Total capital is
calculated as equity plus net debt.
30 June
2010
31 December
2010
(Audited)
(Unaudited)
Net debt
13,550,147
11,368,658
Total equity
17,148,200
19,128,749
Total capital
30,698,347
30,497,407
44%
37%
Gearing ratio
B-43
(e)
Level 2
Level 3
Total
At 30 June 2010
65,190
65,190
At 31 December 2010
81,373
81,373
The fair values of financial assets and liabilities approximate their carrying amounts.
26
Dividends
On 15 April 2011, the subsidiaries of the Company, 800 Super Waste Management Pte Ltd
and YS Yong Services Pte Ltd paid a final tax exempt (1-tier) dividend in respect of the
financial year ended 30 June 2010 of $0.33 and $1.33 per share to shareholders totalling
$1,000,000 respectively.
(b)
Share capital
At an Extraordinary General Meeting held on 10 June 2011, the shareholders of the
Company approved the sub-division of each ordinary share in the issued and paid-up capital
of the Company into 29 shares.
B-44
Amendments to FRS 24 Related party disclosures (effective for annual periods beginning
on or after 1 January 2011)
INT FRS 119 Extinguishing financial liabilities with equity instruments (effective for annual
periods commencing on or after 1 July 2010)
The management anticipates that the adoption of the above FRSs, INT FRSs and amendments
to FRS in the future periods will not have a material impact on the financial statements of the
Group and of the Company in the period of their initial adoption.
28
B-45
the balance sheet of the Group as at 30 June 2010 would have been if the significant event had
occurred at the end of the financial year; and
(ii)
the financial results and cash flows of the Group for the financial year ended 30 June 2010 would
have been if the significant event had occurred for the financial year then ended.
The unaudited pro forma combined financial information for the financial year ended 30 June 2010 has
been prepared for illustrative purposes only and, because of their nature, may not give a true and fair
view of the Groups actual financial position, results or cash flows.
The unaudited pro forma combined financial information is the responsibility of the directors of the
Company. Our responsibility is to express an opinion on the unaudited pro forma combined financial
information based on our work performed.
We conducted our procedures in accordance with Singapore Statements of Auditing Practice 24:
Auditors and Public Offering Documents. Our work which involved no independent examination of the
unaudited pro forma combined financial information, consisted primarily of comparing the pro forma
combined financial information to the audited combined financial statements of the Group for the
financial year ended 30 June 2010, considering the evidence supporting the adjustment and discussing
the unaudited pro forma combined financial information with the directors of the Company.
C-1
(b)
the unaudited pro forma combined financial information for the financial year ended 30 June 2010
has been properly prepared:
(i)
from the audited combined financial statements of the Group (or where information is not
available in the financial statements, from accounting records of the Group), which were
prepared in accordance with the Singapore Financial Reporting Standards;
(ii)
(iii)
on the basis stated in Explanatory Note 3 of the unaudited pro forma financial information;
and
the material adjustment made to the information used in the preparation of the unaudited pro
forma combined financial information is appropriate for the purpose of preparing such unaudited
pro forma combined financial information.
C-2
Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
Unaudited
Combined
Balance Sheet
As at
30 June 2010
2,697,615
(2,000,000)
ASSETS
Current Assets
Cash and bank balances
Trade and other receivables
697,615
13,945,829
13,945,829
1,333,290
1,333,290
17,976,734
15,976,734
17,214,147
17,214,147
65,190
65,190
17,279,337
17,279,337
35,256,071
33,256,071
8,380,530
8,380,530
Borrowings
2,611,880
2,611,880
981,585
981,585
11,973,995
11,973,995
5,255,352
5,255,352
878,524
878,524
6,133,876
6,133,876
Total Liabilities
18,107,871
18,107,871
NET ASSETS
17,148,200
15,148,200
4,100,000
4,100,000
Non-Current Assets
Property, plant and equipment
Financial assets, available-for-sale
Total Assets
LIABILITIES
Current Liabilities
Non-Current Liabilities
Borrowings
Deferred income tax liabilities
EQUITY
Share capital
Fair value reserve
(43,719)
Retained profits
13,091,919
Total Equity
17,148,200
(43,719)
(2,000,000)
11,091,919
15,148,200
Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$
Unaudited
Combined
Statement of
Comprehensive
Income for
the financial
year ended
30 June 2010
$
69,580,324
69,580,324
Other income
415,585
415,585
Other losses
(21,656)
(21,656)
(22,928,402)
(22,928,402)
Sub-contractor charges
(5,697,972)
(5,697,972)
(2,795,610)
(2,795,610)
Other expenses
(7,127,971)
(7,127,971)
(25,048,608)
(25,048,608)
(400,774)
(400,774)
5,974,916
(769,012)
5,974,916
(769,012)
5,205,904
5,205,904
16,906
16,906
16,906
16,906
5,222,810
5,222,810
Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$
Unaudited
Combined
Statement of
Cash Flows
for the
financial year
30 June 2010
$
5,205,904
5,205,904
769,012
769,012
2,795,610
2,795,610
650
650
21,006
21,006
26,473
26,473
Dividend income
(2,478)
(2,478)
Interest income
(13,057)
(13,057)
Interest expense
400,774
400,774
9,203,894
9,203,894
(3,993,995)
(3,993,995)
Adjustments for:
Income tax expense
Depreciation of property, plant and equipment
Loss on disposal of financial assets, availablefor-sale
491,073
491,073
624,331
624,331
6,325,303
6,325,303
13,057
13,057
(400,774)
(400,774)
(80,591)
(80,591)
5,856,995
C-5
5,856,995
Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$
Unaudited
Combined
Statement of
Cash Flows
for the
financial year
30 June 2010
$
(6,844,214)
(6,844,214)
14,000
14,000
1,951
1,951
Dividend received
2,478
2,478
(6,825,785)
(6,825,785)
50,000
50,000
(1,961,221)
(1,961,221)
Repayment of borrowings
(3,760,826)
(3,760,826)
6,958,000
6,958,000
Proceeds of borrowings
Dividend paid
Net cash provided by/(used in) financing
activities
Net increase/(decrease) in cash and bank
balances
(2,000,000)
(2,000,000)
1,285,953
(714,047)
317,163
(1,682,837)
2,380,452
2,380,452
2,697,615
697,615
General Information
The unaudited pro forma combined financial information, which comprises the unaudited pro
forma combined balance sheet, statement of comprehensive income and statement of cash flows,
has been prepared for illustrative purposes only to show what would be the financial position of
the Group as at 30 June 2010 and what the financial results and cash flows for the financial year
ended 30 June 2010 would have been based on certain assumptions and after making an
adjustment as stated in Note 3 below. Save as disclosed in Notes 2 and 3 below, the directors of
the Company, for the purposes of preparing this set of unaudited pro forma combined financial
information, have not considered the effects of other events.
The unaudited pro forma combined financial information for the financial year ended 30 June 2010
has been prepared for inclusion in the Offer Document in connection with the initial public offering
(IPO) of the ordinary shares of 800 Super Holdings Limited and should be read in conjunction
with the audited combined financial statements of the Group for the financial years ended 30 June
2008, 2009 and 2010 (Appendix A). The unaudited pro forma combined financial information,
because of their nature, may not give a true and fair view of the Groups actual balance sheets,
results and cash flows.
Significant Event
Save for the significant event in Note 3 below, the directors of the Company, as at the date of this
report, are not aware of any significant changes made to the capital structure of the Company
subsequent to 30 June 2010.
C-7
Basis of Preparation of the Unaudited Pro Forma Combined Financial Information (Contd)
The unaudited pro forma combined financial information for the financial year ended 30 June 2010
has been prepared for illustrative purposes only. These are prepared based on certain
assumptions and after making an adjustment to show what:
(i)
the balance sheet of the Group as at 30 June 2010 would have been if the significant event
had occurred at the end of the financial year; and
(ii)
the financial results and cash flows of the Group for the financial year ended 30 June 2010
would have been if the significant event had occurred since the beginning of the financial
year.
Based on the assumptions as discussed above, the following material adjustment have been
made to the combined financial statements of the Group in arriving at the unaudited pro forma
combined financial information included herein:
Cash dividends declared of $2,000,000
The subsidiaries of the Company, 800 Super Waste Management Pte Ltd and YS Yong Services
Pte Ltd paid a final tax exempt (1-tier) dividend in respect of the financial year ended 30 June 2010
of $0.33 and $1.33 per share to shareholders totalling $1,000,000 respectively.
Pro forma adjustment has been made as follows:
(i)
(ii)
C-8
the balance sheet of the Group as at 31 December 2010 would have been if the significant event
had occurred at the end of the financial period; and
(ii)
the financial results and cash flows of the Group for the financial period ended 31 December 2010
would have been if the significant event had occurred for the financial period then ended.
The unaudited pro forma combined financial information for the financial period ended 31 December
2010 has been prepared for illustrative purposes only and, because of their nature, may not give a true
and fair view of the Groups actual financial position, results or cash flows.
The unaudited pro forma combined financial information is the responsibility of the directors of the
Company. Our responsibility is to express an opinion on the unaudited pro forma combined financial
information based on our work performed.
We conducted our procedures in accordance with Singapore Statements of Auditing Practice 24:
Auditors and Public Offering Documents. Our work which involved no independent examination of the
unaudited pro forma combined financial information, consisted primarily of comparing the pro forma
combined financial information to the audited combined financial statements of the Group for the
financial period ended 31 December 2010, considering the evidence supporting the adjustment and
discussing the unaudited pro forma combined financial information with the directors of the Company.
D-1
(b)
the unaudited pro forma combined financial information for the financial period ended
31 December 2010 has been properly prepared:
(i)
from the audited combined financial statements of the Group (or where information is not
available in the financial statements, from accounting records of the Group), which were
prepared in accordance with the Singapore Financial Reporting Standards;
(ii)
(iii)
on the basis stated in Explanatory Note 3 of the unaudited pro forma financial information;
and
the material adjustment made to the information used in the preparation of the unaudited
pro forma combined financial information is appropriate for the purpose of preparing such
unaudited pro forma combined financial information.
D-2
4,239,780
13,773,964
1,068,601
Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$
(2,000,000)
Unaudited
Combined
Balance Sheet
As at
31 December
2010
$
2,239,780
13,773,964
1,068,601
19,082,345
17,082,345
17,092,509
81,373
17,092,509
81,373
17,173,882
17,173,882
36,256,227
34,256,227
6,843,937
2,637,050
640,516
6,843,937
2,637,050
640,516
10,121,503
10,121,503
6,127,450
878,524
6,127,450
878,524
7,005,974
7,005,974
Total Liabilities
17,127,477
17,127,477
NET ASSETS
19,128,750
17,128,750
EQUITY
Share capital
Fair value reserve
Retained profits
4,100,000
(27,536)
15,056,286
4,100,000
(27,536)
13,056,286
Total Equity
19,128,750
Non-Current Assets
Property, plant and equipment
Financial assets, available-for-sale
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Borrowings
Current income tax liabilities
Non-Current Liabilities
Borrowings
Deferred income tax liabilities
(2,000,000)
17,128,750
Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$
Unaudited
Combined
Statement of
Comprehensive
Income for the
financial period
ended 31
December 2010
$
37,321,604
37,321,604
173,126
173,126
(12,346,185)
(1,942,551)
(1,442,081)
(4,633,613)
(14,562,060)
(234,873)
(12,346,185)
(1,942,551)
(1,442,081)
(4,633,613)
(14,562,060)
(234,873)
2,333,367
(369,000)
2,333,367
(369,000)
Net profit
1,964,367
1,964,367
16,183
16,183
16,183
16,183
1,980,550
1,980,550
Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$
Unaudited
Combined
Statement of
Cash Flows for
the financial
period
ended 31
December 2010
$
1,964,367
1,964,367
369,000
1,442,081
(3,780)
(2,307)
234,873
369,000
1,442,081
(3,780)
(2,307)
234,873
4,004,234
4,004,234
171,857
264,690
(1,536,594)
171,857
264,690
(1,536,594)
2,904,187
2,307
(234,873)
(710,069)
2,904,187
2,307
(234,873)
(710,069)
1,961,552
1,961,552
(985,996)
3,780
(985,996)
3,780
(982,216)
(982,216)
(711,934)
(559,568)
1,834,331
(711,934)
(559,568)
1,834,331
(2,000,000)
(2,000,000)
562,829
(1,437,171)
1,542,165
2,697,615
(457,835)
2,697,615
4,239,780
2,239,780
General Information
The unaudited pro forma combined financial information, which comprises the unaudited
pro forma combined balance sheet, statement of comprehensive income and statement of cash
flows, has been prepared for illustrative purposes only to show what would be the financial
position of the Group as at 31 December 2010 and what the financial results and cash flows for
the financial period ended 31 December 2010 would have been based on certain assumptions
and after making an adjustment as stated in Note 3 below. Save as disclosed in Notes 2 and 3
below, the directors of the Company, for the purposes of preparing this set of unaudited pro forma
combined financial information, have not considered the effects of other events.
The unaudited pro forma combined financial information for the financial period ended
31 December 2010 has been prepared for inclusion in the Offer Document in connection with the
initial public offering (IPO) of the ordinary shares of 800 Super Holdings Limited and should be
read in conjunction with the unaudited combined financial statements of the Group for the
six-month period ended 31 December 2010 (Appendix B). The unaudited pro forma combined
financial information, because of their nature, may not give a true and fair view of the Groups
actual balance sheets, results and cash flows.
Significant Event
Save for the significant event in Note 3 below, the directors of the Company, as at the date of this
report, are not aware of any significant changes made to the capital structure of the Company
subsequent to 31 December 2010.
D-6
Basis of Preparation of the Unaudited Pro Forma Combined Financial Information (Contd)
The unaudited pro forma combined financial information for the financial period ended
31 December 2010 has been prepared for illustrative purposes only. These are prepared based
on certain assumptions and after making an adjustment to show what:
(i)
the balance sheet of the Group as at 31 December 2010 would have been if the significant
event had occurred at the end of the financial period; and
(ii)
the financial results and cash flows of the Group for the financial period ended 31 December
2010 would have been if the significant event had occurred since the beginning of the
financial period.
Based on the assumptions as discussed above, the following material adjustment have been
made to the unaudited combined financial statements of the Group in arriving at the unaudited
pro forma combined financial information included herein:
Cash dividends declared of $2,000,000
The subsidiaries of the Company, 800 Super Waste Management Pte Ltd and YS Yong Services
Pte Ltd paid a final tax exempt (1-tier) dividend in respect of the financial year ended 30 June 2010
of $0.33 and $1.33 per share to shareholders totalling $1,000,000 respectively.
Pro forma adjustment has been made as follows:
(i)
(ii)
D-7
Directors
(a)
(b)
Remuneration
The remuneration of a non-executive Director shall be a fixed sum (not being a commission
on or percentage of profits or turnover of the Company). Fees payable to the Directors shall
not be increased except at a general meeting convened by a notice specifying the intention
to propose such increase.
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who performs services outside the ordinary duties of a Director may be paid
such sum, as the Directors may think fit for expenses and also such remuneration as the
Directors shall determine, either in addition to or in substitution for any other remuneration
he may be entitled to receive.
The remuneration of a Managing Director (or person holding equivalent position) shall be
fixed by the Directors, subject to the provisions of any contract between the Managing
Director (or a person holding an equivalent position) and the Company, and may be by way
of fixed salary, commission or participation in profits (but not turnover) of the Company or by
any or all of these modes. Subject to the provisions of the Statutes, the Directors shall have
power to pay and agree to pay pensions or other retirement, superannuation, death or
disability benefits to (or to any person in respect of) any Director for the time being holding
any executive office and for the purpose of providing any such pensions or other benefits to
contribute to any scheme of fund to pay premiums.
(c)
Borrowing
The Directors may exercise all the powers of the Company to raise or borrow or secure the
payment of any sum or sums of moneys for the purposes of the Company. There are no
specific provisions under our Articles of Association for the variation of such powers.
(d)
(e)
Shareholding Qualification
There is no shareholding qualification for Directors in the Memorandum and Articles of
Association of the Company.
E-1
(b)
Voting rights
Shareholders may exercise their voting rights in person or by proxy. Proxies need not be a
Shareholder. A person who holds Shares through the SGX-ST book-entry settlement system
will only be entitled to vote at a general meeting as a Shareholder if his name appears on
the depository register maintained by the CDP 48 hours before the general meeting.
Except as otherwise provided in our Articles of Association, two or more Shareholders must
be present in person, or by proxy, to constitute a quorum at any general meeting. Under our
Articles of Association, on a show of hands, every Shareholder present in person and by
proxy shall have one vote, and on a poll, every Shareholder present in person or by proxy
shall have one vote for each Share which he holds or represents. A poll may be demanded
in certain circumstances, including by the Chairman of the meeting or by any Shareholder
present in person or by proxy and representing not less than 10.0% of the total voting rights
of all Shareholders having the right to attend and vote at the meeting or 10.0% of the total
number of paid-up shares in the Company (excluding treasury shares), or by not less than
two Shareholders present in person or by proxy and entitled to vote. In the case of a tie vote,
whether on a show of hands or poll, the Chairman of the meeting shall be entitled to a
casting vote.
E-2
Change in capital
Changes in the capital structure of our Company (for example, a consolidation, sub-division or
conversion of our share capital) require Shareholders to pass an ordinary resolution. Ordinary
resolutions generally require at least 14 days notice in writing. The notice shall be published in at
least one English Language daily newspaper circulating in Singapore at least 14 clear days before
the meeting. We may reduce our share capital in any manner and with and subject to any
requirement, authorization and consent required by law.
4.
5.
E-3
F-1
F-2
our affairs are being conducted or the powers of our Board of Directors are being exercised in a
manner oppressive to, or in disregard of the interests of, one or more of our shareholders; or
(b)
we take an action, or threaten to take an action, or our shareholders pass a resolution, or threaten
to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or
more of our shareholders, including the applicant.
Singapore courts have wide discretion as to the relief they may grant and the relief are in no way limited
to those listed in the Act itself.
Without prejudice to the foregoing, Singapore courts may:
(i)
(ii)
(iii)
authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person
or persons and on such terms as the court may direct;
(iv) provide for the purchase of a minority shareholders shares by our other shareholders or by our
Company and, in the case of a purchase of shares by us, a corresponding reduction of our share
capital; or
(v)
F-4
a condition requiring the licensee to comply with such standard of service and level of
performance as the Director-General may specify;
(b)
a condition restricting, in a manner specified in the licence, the provision by the licensee of the
service of collecting and removing refuse or waste to premises which are of a class or description
so specified and to the area so specified;
(c)
the right of the Director-General in the public interest to make modifications to any condition of the
licence or add new conditions during the period to which the licence relates; and
(d)
a condition regulating the charge to be levied by the licensee for the provision of the service of
collecting and removing refuse or waste.
Under section 31(3) of the EPHA, the Director-General may designate any person who has been
granted a licence under this section as a public waste collector licensee.
We have been granted a PWC Licence to provide refuse collection services to domestic and trade
premises for the Ang Mo Kio Toa Payoh sector (Sector) in Singapore for a period of seven and a
half years commencing from 1 July 2006 until 31 December 2013. The PWC Licence stipulates that as
a public waste collector licensee, we are to collect, remove, or transport refuse or any waste, from
designated domestic and trade premises in the Sector, subject to the EPHA, the terms and conditions
set out in the tender that was awarded to us and to any other terms which the Director-General may
from time to time impose.
General Waste Collector (GWC) Licence
The EPH(GWC)R regulates, inter alia, the collection, transportation and disposal of general waste.
Under the EPH(GWC)R, no person shall collect general or transport general waste for payment or other
remuneration (whether monetary or otherwise) unless he holds a GWC Licence.
G-1
Class A
(ii)
Class B
Organic waste (food and other putrefiable waste from domestic, trade and
industrial premises, markets and food centres)
(iii)
Class C
Sludge and grease (sludge from water treatment plants, grease interceptors,
water-seal latrines, sewage treatment plants, septic tanks and waste from
sanitary conveniences in ships and aircrafts)
(iv)
Class D
Dangerous substances and toxic industrial waste that have been treated and
rendered harmless and safe for disposal.
We have been granted a GWC Licence (Classes A, B and C) which enables us to collect and dispose
of general waste that falls within either the above described Classes A, B or C subject to conditions set
out in the GWC Licence.
The GWC Licence is valid for one (1) year and must be renewed annually. Licensees will be notified
through a reminder letter from the Waste Management Department of NEA to renew the licences at
least one (1) month before its expiry date.
According to the Code of Practice for Licensed General Waste Collectors (Code), Rule 10.3, in order
to renew the General Waste Collector Licence, a general waste collector licensee is required to submit
the annual return (the Annual Return) to the Waste Management Department of NEA through the
Online Business Licensing Service. The renewal fee is S$130.
Violations of any of the conditions set out in the GWC Licence or provisions under the EPHA, the
regulations thereunder, and the Code, may result in the suspension or cancellation of the GWC Licence
or prosecution of the licensee for contravention of certain conditions.
Permit For Collection of Recyclable Waste
Under regulation 7A of the EPH(GWC)R, no licensee shall collect any waste for recycling from any
premises unless the licensee is a holder of a permit issued by the Director-General under regulation 7B
of the EPH(GWC)R. A holder of such permit shall then transport all waste collected by him for recycling
to any recycling facility.
A permit for the collection of waste for recycling that is issued by the Director-General shall specify the
areas within which a permit holder may operate and may contain such conditions on the permit holder
as the Director-General may impose.
We have been granted a Permit for the Collection of Recyclable Waste within Ang Mo Kio Toa Payoh
Sector in Singapore.
G-2
G-3
Title
Type of Supply
Tender Capacity
C1 for CW1
General Building
S$4 million
G-4
Title
Type of Supply
Tender Capacity
L6 for MW02
Housekeeping,
Cleansing, Desilting
and Conservancy
Services
Includes
cleaning
and
housekeeping
services for offices, buildings, compounds,
industrial and commercial complexes,
desilting and cleansing of drains and
grasscutting.
Unlimited
L4 for MW03
Landscaping
S$6.5 million
L2 for MW04
Pest Control
S$1.3 million
in
The contractors registry is administered by the BCA and was established to register contractors who
are able to provide construction related goods and services to the public sector which includes
government departments, statutory bodies and other public sector organisations. There are 5 major
groups of registration workheads or categories, namely, Construction Workheads, Construction
Related Workheads, Mechanical & Electrical Workheads, Supply Workheads and Maintenance
Workheads. There are 6 financial registration grades for the Construction Related Workheads which
limit the tender capacity of the registered contractor. The financial registration grades, their respective
tender capacity and qualifying criteria are as follows:
Registration Requirements for Construction Workheads
Grade
Financial (Minimum
Paid-Up Capital and
Net Worth)
(S$)
C1
300,000
Management
(see table below for
more details)
Track Record
(Past 3 years)
Additional
Requirements
3.0m
General Builder
Licence Class 2
(GB2)
1P + 1T
SMC
Notes:
(1)
Both minimum paid-up capital and minimum net worth must be met.
(2)
(3)
(4)
(5)
(6)
P/T Professional and Technical personnel with relevant qualifications (see below for more details).
(7)
Personnel Qualification
Workhead
Title
CW01
General Building
Personnel Qualification
P shall mean a recognised degree in Architecture, Building,
Civil/Structural Engineering or equivalent
G-5
Grade
Financial (Minimum
Paid-Up Capital and
Net Worth)
(S$)
Management
(see table below for
more details)
L6
1.5m
2T
L4
250,000
1T
5.0m
L1
10,000
1T
Track Record
(Past 3 years)
Notes:
(1)
(2)
Both minimum paid-up capital and minimum net worth must be met. L1 firms are required to submit the latest management
accounts that are not more than 12 months.
(3)
(4)
(5)
(6)
T Technical personnel with relevant qualifications (see table below for more details)
Personnel Qualification
Workhead
Title
Personnel Qualification
MW02
Housekeeping, Cleansing,
Desilting and Conservancy
Services
MW03
Landscaping
MW04
Pest Control
G-6
2.
Your application for the Placement Shares may only be made by way of printed Placement Shares
Application Forms.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.
3.
Only one application may be made for the benefit of one person in his own name for the
Placement Shares. A person, other than an approved nominee company, who is submitting
an application in his own name should not submit any other applications for any other
person. Such separate applications shall be deemed to be multiple applications and may
be rejected at the discretion of our Company, or the Manager, Sponsor and Placement
Agent.
Joint and multiple applications for the Placement Shares shall be rejected. Persons
submitting or procuring submissions of multiple share applications may be deemed to
have committed an offence under the Penal Code, Chapter 224 of Singapore and the SFA,
and your applications may be referred to the relevant authorities for investigation. Multiple
applications or those appearing to be or suspected of being multiple applications may be
rejected at the discretion of our Company, the Manager, Sponsor and Placement Agent.
4.
We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Account
holders of CDP and from applicants whose addresses as furnished in their Application Forms bear
post office box numbers. No person acting or purporting to act on behalf of a deceased person is
allowed to apply under the Securities Account with CDP in the deceaseds name at the time of
application.
5.
We will not recognise the existence of a trust. Any application by a trustee or trustees must
therefore be made in his/her/their own name(s) and without qualification or, where the application
is made by way of an Application Form by a nominee, in the name(s) of an approved nominee
company or companies after complying with paragraph 6 below.
6.
7.
If your address as stated in the Application Form is different from the address registered
with CDP, you must inform CDP of your updated address promptly, failing which the
notification letter on successful allotment and other correspondence from CDP will be sent
to your address last registered with CDP.
9.
Our Company reserves the right to reject any application which does not conform strictly
to the instructions set out in the Application Form and in this Offer Document or, in the
case of an application by way of an Application Form, which is illegible, incomplete,
incorrectly completed or which is accompanied by an improperly drawn remittance or
improper form of remittance. Our Company further reserves the right to treat as valid any
applications not completed or submitted or effected in all respects in accordance with the
instructions set out in the Application Forms or the terms and conditions of this Offer
Document, and also to present for payment or other processes all remittances at any time
after receipt and to have full access to all information relating to, or deriving from, such
remittances or the processing thereof.
10. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or to
ballot any application, without assigning any reason therefor, and no enquiry and/or
correspondence on the decision of our Company with regards hereto will be entertained. This right
applies to applications made by way of Application Forms. In deciding the basis of allotment,
which shall be at our discretion, due consideration will be given to the desirability of allotting the
Placement Shares to a reasonable number of applicants with a view to establishing an adequate
market for the Shares.
11.
Share certificates will be registered in the name of CDP or its nominee and will be forwarded only
to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the
close of the Application List, a statement of account stating that your Securities Account has been
credited with the number of Placement Shares allotted to you, if your application is successful.
This will be the only acknowledgement of application monies received and is not an
acknowledgement by our Company or the Manager, Sponsor and Placement Agent. You
irrevocably authorise CDP to complete and sign on your behalf, as transferee or renouncee, any
instrument of transfer and/or other documents required for the issue or transfer of the Placement
Shares allotted to you.
You hereby consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent residency status, CDP Securities Account number, CPF Investment Account number
(if applicable) and shares application amount to the Share Registrar, SGX-ST, CDP, CPF, our
Company, and the Manager, Sponsor and Placement Agent.
12. In the event that our Company lodges a supplementary or replacement offer document (Relevant
Document) pursuant to the SFA or any applicable legislation in force from time to time prior to the
close of the Placement, and the Placement Shares have not been issued, we will (as required by
law) at our Companys sole and absolute discretion either:
(i)
within seven days of the lodgement of the Relevant Document give you a copy of the
Relevant Document and provide you with an option to withdraw; or
H-2
deem your application as withdrawn and cancelled and refund your application monies
(without interest or any share of revenue or other benefit arising therefrom) to you within
seven days from the lodgement of the Relevant Document.
Where you have notified us within 14 days from the date of lodgement of the Relevant Document
of your wish to exercise your option under paragraph 12(i) above to withdraw your application, we
shall pay to you all monies paid by you on account of your application for the Placement Shares
without interest or any share of revenue or other benefit arising therefrom and at your own risk,
within seven days from the receipt of such notification.
In the event that at any time at the time of the lodgement of the Relevant Document, the
Placement Shares have already been issued but trading has not commenced, we will (as required
by law) either:
(i)
within seven days from the lodgement of the Relevant Document give you a copy of the
Relevant Document and provide you with an option to return the Placement Shares; or
(ii)
deem the issue as void and refund your payment for the Placement Shares (without interest
or any share of revenue or other benefit arising therefrom) to you within 7 days from the
lodgement of the Relevant Document.
Any applicant who wishes to exercise his option under paragraph 12(iii) above to return the
Placement Shares issued to him shall, within 14 days from the date of lodgement of the Relevant
Document, notify us of this and return all documents, if any, purporting to be evidence of title of
those Placement Shares, whereupon we shall, within seven days from the receipt of such
notification and documents, pay to him all monies paid by him for the Placement Shares without
interest or any share of revenue or other benefit arising therefrom and at his own risk, and the
Placement Shares issued to him shall be void.
Additional terms and instructions applicable upon the lodgement of the supplementary or
replacement offer document, including instructions on how you can exercise the option to
withdraw, may be found in such supplementary or replacement offer document.
13. You irrevocably authorise CDP to disclose the outcome of your application, including the number
of Placement Shares allotted to you pursuant to your application, to us, the Manager, Sponsor and
Placement Agent, and any other parties so authorised by the foregoing persons.
14. Any reference to you or the applicant in this section shall include an individual, a corporation,
an approved nominee and trustee applying for the Placement Shares through the Placement
Agent.
15. By completing and delivering an Application Form in accordance with the provisions of this Offer
Document, you:
(a)
irrevocably offer, agree and undertake to subscribe for the number of Placement Shares
specified in your application (or such smaller number for which the application is accepted)
at the Placement Price for each Placement Share and agree that you will accept such
Placement Shares as may be allotted to you, in each case on the terms of, and subject to
the conditions set out in this Offer Document and the Memorandum and Articles of
Association of our Company for application;
H-3
agree that the aggregate Placement Price for the Placement Shares applied for is due and
payable to the Company upon application;
(c)
warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such information,
representations and declarations will be relied on by our Company and the Manager,
Sponsor and Placement Agent in determining whether to accept your application and/or
whether to allot any Placement Shares to you; and
(d)
agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to
your application, you have complied with all such laws and none of our Company or the
Manager, Sponsor and Placement Agent will infringe any such laws as a result of the
acceptance of your application.
16. Our acceptance of applications will be conditional upon, inter alia, our Company and the Manager,
Sponsor and Placement Agent being satisfied that:
(a)
permission has been granted by the SGX-ST to deal in and for quotation for all our existing
Shares and the Placement Shares on a ready basis on Catalist;
(b)
the Placement Agreement referred to in the section entitled General and Statutory
Information Management and Placement Arrangements of this Offer Document have
become unconditional and have not been terminated or cancelled prior to such date as our
Company and the Manager, Sponsor and Placement Agent may determine; and
(c)
the Authority or other competent authority has not served a stop order (Stop Order) which
directs that no or no further shares to which this Offer Document relates be allotted.
17. In the event that a Stop Order in respect of the Placement Shares is served by the Authority or
other competent authority and:
(a)
in the case where the Placement Shares have not been issued, all applications shall be
deemed to have been withdrawn and cancelled and our Company shall refund (at your own
risk) all monies paid on account of your application of the Placement Shares (without interest
or any share of revenue or other benefit arising therefrom) to you within 14 days of the date
of the Stop Order; or
(b)
in the case where the Placement Shares have already been issued but trading has not
commenced, the issue of the Placement Shares shall be deemed to be void and our
Company shall, within 14 days from the date of the Stop Order, refund (at your own risk) all
monies paid on account of your application for the Placement Shares (without interest or any
share of revenue or other benefit arising therefrom).
This shall not apply where only an interim Stop Order has been served.
18. In the event that an interim Stop Order in respect of the Placement Shares is served by the
Authority or other competent authority, no Placement Shares shall be issued, during the time
when the interim Stop Order is in force.
H-4
Your application for the Placement Shares must be made using the BLUE Application Forms
accompanying and forming part of this Offer Document. ONLY ONE APPLICATION should be
enclosed in each envelope.
We draw your attention to the detailed instructions contained in the Application Forms and this
Offer Document for the completion of the Application Forms which must be carefully followed. Our
Company and the Manager, Sponsor and Placement Agent reserve the right to reject
applications which do not conform strictly to the instructions set out in the Application
Forms and this Offer Document or to the terms and conditions of this Offer Document or
which are illegible, incomplete, incorrectly completed or which are accompanied by
improperly drawn remittances or improper form of remittance.
2.
Your Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS.
3.
All spaces in the Application Forms except those under the heading FOR OFFICIAL USE ONLY
must be completed and the words NOT APPLICABLE or N.A. should be written in any space
that is not applicable.
4.
Individuals, corporations, approved nominee companies and trustees must give their names in
full. If you are an individual, you must make your application using your full names as it appears
in your identity cards (if you have such an identification document) or in your passports and, in the
case of a corporation, in your full name as registered with a competent authority. If you are a
non-individual, you must complete the Application Form under the hand of an official who must
state the name and capacity in which he signs the Application Form. If you are a corporation
completing the Application Form, you are required to affix your Common Seal (if any) in
H-5
6.
(a)
You must complete Sections A and B and sign on page 1 of the Application Form.
(b)
You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form.
Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form
with particulars of the beneficial owner(s).
(c)
If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be,
on page 1 of the Application Form, your application is liable to be rejected. You (whether you
are an individual or corporate applicant, whether incorporated or unincorporated and
wherever incorporated or constituted) will be required to declare whether you are a citizen
or permanent resident of Singapore or a corporation in which citizens or permanent
residents of Singapore or any body corporate constituted under any statute of Singapore
having an interest in the aggregate of more than 50.0% of the issued share capital of or
interests in such corporations. If you are an approved nominee company, you are required
to declare whether the beneficial owner of the Shares is a citizen or permanent resident of
Singapore or a corporation, whether incorporated or unincorporated and wherever
incorporated or constituted, in which citizens or permanent residents of Singapore or any
body corporate whether incorporated or unincorporated and wherever incorporated or
constituted under any statute of Singapore have an interest in the aggregate of more than
50.0%. of the issued share capital of or interests in such corporation.
The completed and signed BLUE Placement Shares Application Form and the correct remittance
in full in respect of the number of Placement Shares applied for (in accordance with the terms and
conditions of this Offer Document) with your name and address written clearly on the reverse side,
must be enclosed and sealed in an envelope to be provided by you. You must affix adequate
Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed
envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own
risk to 800 Super Holdings Limited, c/o PrimePartners Corporate Finance Pte. Ltd., 20 Cecil
Street #21-02 Equity Plaza Singapore 049705, to arrive by 12.00 noon on 13 July 2011 or
such other time as our Company may, in consultation with the Manager, Sponsor and
Placement Agent, decide. Local Urgent Mail or Registered Post must NOT be used. Your
application must be accompanied by a remittance in Singapore currency for the full amount
payable, in respect of the number of Placement Shares applied for, in the form of a BANKERS
DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of 800
SUPER SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, and with your name and
address written clearly on the reverse side. Applications not accompanied by any payment or
accompanied by any other form of payment will not be accepted. We will reject remittances
bearing NOT TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement
or receipt will be issued by our Company, or the Sponsor for applications and application monies
or remittance received.
H-6
Monies paid in respect of unsuccessful applications are expected to be returned (without interest
or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk.
Where your application is rejected or accepted in part only, the full amount or the balance of the
application monies, as the case may be, will be refunded (without interest or any share of revenue
or other benefit arising therefrom) to you by ordinary post at your own risk within 14 days after the
close of the Application List, provided that the remittance accompanying such application which
has been presented for payment or other processes has been honoured and application monies
have been received in the designated share issue account. If the completion of the Placement
does not occur because permission from the SGX-ST is not granted or for any other reasons,
monies paid in respect of any application accepted will be returned to you at your own risk, without
interest or any share of revenue or other benefit arising therefrom. In the event that the Placement
is cancelled by us following the termination of the Placement Agreement, the application monies
received will be refunded (without interest or any share of revenue or other benefit arising
therefrom) to you by ordinary post at your own risk within five Market days from the termination
of the Placement. In the event that the Placement is cancelled by us following the issuance of a
Stop Order by the Authority or other competent authority, the application monies received will be
refunded (without interest or any share or revenue or other benefit arising therefrom) to you by
ordinary post at your own risk within 14 days from the date of the Stop Order.
8.
9.
Capitalised terms used in the Application Forms and defined in this Offer Document shall bear the
meanings assigned to them in this Offer Document.
10. You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of
God and other events beyond the control of our Company, the Manager, Sponsor and Placement
Agent, our Directors, and/or any other party involved in the Placement, and it, in any such event,
our Company and/or the Manager, Sponsor and Placement Agent do not receive your Application
Form, you shall have no claim whatsoever against our Company, the Manager, Sponsor and
Placement Agent and/or any other party involved in the Placement for the Placement Shares
applied for or for any compensation, loss or damage.
11.
(b)
in consideration of our Company having distributed the Application Form to you and
agreeing to close the Application List at 12.00 noon on 13 July 2011 or such other time or
date as our Company may, in consultation with the Manager, Sponsor and Placement Agent
decide:
(i)
(ii)
your remittance will be honoured on first presentation and that any monies returnable
may be held pending clearance of your payment without interest or any share of
revenue or other benefit arising therefrom;
neither our Company, the Manager, Sponsor and Placement Agent nor any other party
involved in the Placement shall be liable for any delays, failures or inaccuracies in the
recording, storage or in the transmission or delivery of data relating to your application to us
or CDP due to breakdowns or failure of transmission, delivery or communication facilities or
any risks referred to in paragraph 10 above or to any cause beyond their respective controls;
H-7
all applications, acceptances and contracts resulting therefrom under the Placement shall be
governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
(d)
in respect of the Placement Shares for which your application has been received and not
rejected, acceptance of your application shall be constituted by written notification and not
otherwise, notwithstanding any remittance being presented for payment by or on behalf of
our Company;
(e)
you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;
(f)
in making your application, reliance is placed solely on the information contained in this Offer
Document and that none of our Company, the Manager, Sponsor and Placement Agents or
any other person involved in the Placement shall have any liability for any information not so
contained;
(g)
you consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number, and share application amount
to our Share Registrar, CDP, SGX-ST, our Company, the Manager, Sponsor and Placement
Agent or other authorised operators; and
(h)
you irrevocably agree and undertake to subscribe for the number of Placement Shares
applied for as stated in the Application Form or any smaller number of such Placement
Shares that may be allotted to you in respect of your application. In the event that our
Company decides to allot and/or allocate a smaller number of Placement Shares or not to
allot and/or allocate any Placement Shares to you, you agree to accept such decision as
final.
H-8
Expand our material recovery facilities capacity and the capacity of our vehicle depots
Enhance the efficiency of our services and capacity
Venture into waste treatment and renewable energy businesses
Focus on public sector projects
Continue to focus on operational excellence
Explore strategic investments or alliances and acquisitions
Expand into overseas markets
Investment Merits
Leading player in an essential industry
One of four licensed public waste collectors
Positive outlook for an essential industry: population growth, economic growth and environmental initiatives are growth
drivers
Competitive Strengths
PROVIDER
OF QUALITY
SERVICES
Awards and
Certifications
ISO 9001:2008
OHSAS 18001:2007
bizSAFE Star (Level 5)
*The only company in Singapore that was awarded this qualification in respect of the provision of housekeeping, cleansing, desilting and conservancy services,
as at 14 June 2011
Proposed dividend*
O
ur Directors intend to recommend and distribute dividends of not less than 20% of our net profits attributable to our
Shareholders for each of FY2011 and FY2012
* Subject to approval from shareholders
Prospects
Singapores population growth will result in an increase in the volume of waste output which will lead to an increase in the
demand for our services
Continuing economic growth, improving standard of living and changing consumer lifestyle among the Singapore population
will increase the demand for our services
Implementation of environmental initiatives by regulatory authorities will contribute to the growth of the waste management
industry
Financial Highlights
Set up 24-hour customer hotline to garner customer feedback and shorten response time
(S$M)
FY2008
FY2009
FY2010
CAGR1
HY2010
HY2011
Revenue
55.4
60.8
69.6
12.1%
34.0
37.3
NPAT
2.2
3.4
5.2
55.4%
2.6
2.0
Established comprehensive environmental solutions provider to the public and private sectors in
Singapore
Leading player in an essential industry with over 20 years of solid track record
One of four licensed public waste collectors appointed by National Environmental Agency (NEA)
The only company in Singapore awarded the BCA Grade L6 in MW02 (house-keeping, cleansing,
desilting and conservancy services), as at 14 June 2011
Operates two materials recovery facilities with a total daily processing capacity of 50 tonnes of recyclable
materials
Mechanised operations with wide range of waste disposal systems and cleaning equipment
3 KEY SERVICES
Waste Management and
Recycling
Horticulture