Novena Holdings Limited

Transcription

PROSPECTUS DATED 9 DECEMBER 2000
We have applied to the Singapore Exchange Securities Trading
Limited (the "SGX-ST") for permission to deal in and for quotation
of all of our ordinary shares of $0.15 each (the "Shares"),
comprising existing issued and fully paid-up Shares, new Shares
(the "New Shares") which are the subject of this Invitation and new
Shares which may be issued upon the exercise of the options to be
granted under our Novena Holdings Limited Share Option Scheme
(the "Option Shares"). Such permission will be granted when we
have been admitted to the Official List of the Stock Exchange of
Singapore Dealing and Automated Quotation System ("SGX
Sesdaq").
Our acceptance of applications will be conditional upon permission
being granted to deal in and for quotation of all of our existing
issued and fully paid-up Shares, the New Shares and the Option
Shares. If SGX-ST's permission is not granted for any reason,
moneys 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.
The SGX-ST assumes no responsibility for the correctness of any
of the statements made, opinions expressed or reports contained
in this Prospectus. Admission to the Official List of the SGX
Sesdaq is not to be taken as an indication of the merits of the
Invitation, our Company and any of our subsidiaries or our Shares.
We have lodged and registered a copy of this Prospectus with the
Registrar of Companies and Businesses in Singapore who takes
no responsibility for its contents.
NOVENA HOLDINGS LIMITED
(Incorporated in the Republic of Singapore on 4 November 1993)
Invitation in respect of 11,000,000 New Shares of $0.15 each comprising:(1) 1,100,000 Offer Shares at $0.235 for each Offer Share by way
of public offer; and
(2) 9,900,000 Placement Shares by way of placement, comprising:(a) 7,150,000 Placement Shares at $0.235 for each
Placement Share; and
(b) 2,750,000 Reserved Shares at $0.235 for each
Reserved Share for management, employees,
business associates and those who have
contributed to the success of the Group,
payable in full on application
Manager, Underwriter and Placement Agent
Cor porate Profile
Novena started out as a furniture retailer in the Jurong East HDB heartland in 1984. We have since grown to an
extensive retail network of 20 outlets with a total sales area of over 9,000 sq.m..
Our furniture and furnishings portfolio has also expanded to incorporate four different brand names. Each brand is
distinct in style and range, targeting different consumer segments.
Our principal activities include the manufacturing, retailing, export and wholesale of household and office furniture
and furnishings.
Today, we have offices in Singapore and the People's Republic of China ("PRC"), as well as two factories in
Shenzhen and Suzhou. We have also set-up two B2C furniture portals to provide online shopping for the
Singapore market.
Core Business
Retail
With our wide range of furniture and furnishings under each
of the four brands, we are able to cater to most segments of
the retail market: •
The Novena Collection comprises economical and
practical home styles which cater to the mass markets.
•
The Castilla Design Collection displays contemporary
Italian design for stylish and luxurious living.
•
The Dickson Beech Collection comprises a full range of
co-ordinated quality European styled beech wood furniture
and furnishings.
•
The White Collection portrays modern lifestyle with its
unique furniture design and colour schemes. Modern
technology and materials are used to create sleek lines
in each furniture piece.
Manufacturing
Our in-house manufactured products include furniture and furnishings for
every room in the home. These are manufactured for local distribution as
well as to South Africa, Taiwan, Philippines and Japan. Our furniture are
produced in "knock-down" panel components, a unique feature which
results in easy storage and handling, space saving, easy replacement of
damaged parts and lower transportation costs.
Wholesale and Export
Our in-house manufactured products are sold on a wholesale basis to
local furniture retailers and within the PRC. Our products are also
exported to South Africa, Taiwan, Philippines and Japan.
Competitive Strengths
Strong Brand Name
•
We have established a strong branding for our Group with our wide
range of furniture and furnishings.
Competitive Pricing
•
Our strong relationships with major suppliers have given us greater
economies of scale, resulting in competitive pricing for our
products.
Convenient and Accessible Outlets
•
Our extensive retail network of 20
outlets across Singapore provides
convenience and easy accessibility
to customers.
Strategic Alliance
•
We are the first furniture retail group selected by NTUC Income to
implement its Easi-instalment scheme for its 700,000 policy holders
Financial Performance
to purchase our furniture and furnishings.
Turnover ($' million)
Wide Product Range and Differentiated Pricing
40.0
35.3
•
35.0
30.0
25.0
26.8
We carry a wide selection of products to suit the needs of different
market segments.
23.8
16.9
20.0
15.0
Advanced Technology
10.0
5.0
•
0.0
1997
1998
1999
2000*
Our manufacturing plants are automated through advancedcomputerised machinery to achieve higher productivity.
Year end - 31 December
Research & Development ("R&D")
•
furniture that would appeal to the increasingly discerning and
Financial Performance
affluent populace in Singapore.
Profit Before Tax ($' million)
4.5
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0.0
Our R&D teams continually source for quality and well-designed
Strong Management Team
4.1
•
Our Deputy Chairman and Chief Executive Officer, Dr Toh Soon
Huat has more than 15 years experience in the furniture industry,
1.8
1.2
years service with our Group.
0.4
1997
and is supported by a management team with an average of six
1998
1999
2000*
Year end - 31 December
Our achievements
* Based on audited results for six months ended 30 June 2000
Enterprise 50 Award
Ranked 32nd
Quality Service
Award 2000
Excellent Sales
Award 1999
Excellent Business
Development Award 1998
(Local and Overseas)
Industry Prospects
It is estimated that 800,000 dwelling units are required to
accommodate Singapore's projected population of 5.5 million
by 2040. Another 6,400 hectares of land was also set aside for
housing in April 20001. We expect to see increased demand for
our products with the Government's resumption of sale of state
land for residential development and the Housing and
Development Board's upgrading programmes. There was also
an increase in en-bloc sales of private properties in 1999.
The preliminary 2001 domestic product growth forecast is 5%
to 7%. Retail sales continued to run at a torrid pace, rising by
23% in real terms for Q3 FY2000. This was the fifth
consecutive quarter of double-digit expansion2. This continuing
growth should bring about a growth in demand for household
furniture and furnishings.
Future Plans
We plan to expand our retail network in Singapore
in FY2001 with 2 additional retail outlets located in
high population density areas.
Furthermore, we plan to invest in a business
integration system to better integrate activities from
purchasing, point-of-sales, to delivery of products to
customers. This system will also support our ecommerce activities.
h t t p : / / w w w. e - n o ve n a . c o m
h t t p : / / w w w. i - c a s t i l l a . c o m
1
2
National Development Minister Mah Bow Tan's interview with The Straits Times, 1 May 2000
Economic Survey of Singapore, Third Quarter 2000
Novena's
Key
Milestones
1984
Established first shop in Jurong
East HDB heartland
1985
Changed name to Novena
Furnishing Centre
1993
Novena Holdings Pte Ltd
was incorporated
1994
Established Castilla Design Pte Ltd
1995
Established a new brand, Dickson Beech Collection, under
Novena Furnishing Centre Pte Ltd
1996
Relocated main production line from Singapore to
Suzhou and Shenzhen, China
1999
Established The White Collection Pte Ltd
2000
In-principle approval for the admission of
Novena Holdings Limited to the SGX Sesdaq
Novena Group
Singapore
Corporate Office
47 Sungei Kadut Avenue
Singapore 729670
Tel
: (65) 763 3233
Fax
: (65) 368 2588
Email
: [email protected]
Website : http://www.novenaholdings.com
China
Shenzhen
SHENZHEN CALO NOVENA FURNITURE CO., LTD.
Zhu Guang Lin Square
Xi Li Town, Shenzhen, China
518055
Tel
: (755) 662 2109, 662 9739
Fax
: (755) 662 8302
Suzhou
SUZHOU NOVENA FURNITURE CO., LTD.
Suzhou Huqiu Economic Technical Development Park
No 9 Jin Guang Lu, Huqiu, Suzhou, China
215008
Tel
: (512) 534 0769, 534 5651
Fax
: (512) 534 1123
CONTENTS
Page
CORPORATE INFORMATION ............................................................................................................. 3
DEFINITIONS ...................................................................................................................................... 4
GLOSSARY OF TECHNICAL TERMS ................................................................................................. 7
DETAILS OF OUR INVITATION
Listing on the SGX Sesdaq............................................................................................................... 8
Indicative Timetable for Listing ......................................................................................................... 9
PROSPECTUS SUMMARY ............................................................................................................... 10
KEY BUSINESS RISK FACTORS ...................................................................................................... 12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................................... 18
USE OF PROCEEDS ......................................................................................................................... 18
INVITATION STATISTICS .................................................................................................................. 19
SUMMARY OF FINANCIAL INFORMATION ..................................................................................... 20
CAPITALISATION AND INDEBTEDNESS ......................................................................................... 22
DILUTION .......................................................................................................................................... 23
GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP
Share Capital .................................................................................................................................. 24
Shareholders .................................................................................................................................. 26
Moratorium ..................................................................................................................................... 27
Group Structure .............................................................................................................................. 27
History ............................................................................................................................................ 28
Business ........................................................................................................................................ 29
Trademarks ..................................................................................................................................... 37
Major Suppliers ............................................................................................................................... 39
Major Customers ............................................................................................................................ 39
Competition .................................................................................................................................... 39
Turnover and Profitability ................................................................................................................. 42
Review of Past Performance ........................................................................................................... 44
Profit Forecast ................................................................................................................................ 48
1
Page
Bases and Assumptions Underlying the Profit Forecast ................................................................. 48
Review of Financial Position ........................................................................................................... 49
Liquidity and Capital Resources ...................................................................................................... 51
Prospects and Future Plans ........................................................................................................... 54
Interested Person Transactions ....................................................................................................... 56
Shareholders’ Mandate for Future Interested Person Transactions ................................................... 63
Potential Conflicts of Interest .......................................................................................................... 65
Directors, Management and Staff ................................................................................................... 66
Corporate Governance .................................................................................................................... 70
Service Agreement ......................................................................................................................... 71
Share Option Scheme ..................................................................................................................... 72
Properties and Fixed Assets .......................................................................................................... 75
Dividends........................................................................................................................................ 77
LETTER FROM THE AUDITORS AND REPORTING ACCOUNTANTS
IN RELATION TO THE CONSOLIDATED PROFIT FORECAST FOR THE
FINANCIAL YEAR ENDING 31 DECEMBER 2000 ............................................................................ 78
DIRECTORS’ REPORT ...................................................................................................................... 79
ACCOUNTANTS’ REPORT ................................................................................................................ 80
GENERAL AND STATUTORY INFORMATION ................................................................................. 109
APPENDIX A
Rules of the Novena Holdings Limited Share Option Scheme ....................................................... 125
APPENDIX B
Procedures for Application and Acceptance .................................................................................. 141
2
CORPORATE INFORMATION
BOARD OF DIRECTORS
:
Phua Ah Kow, Non-Executive Chairman
Dr Toh Soon Huat, Deputy Chairman and
Chief Executive Officer
Goh Cheng Chua Silvester
Chong Hon Kuan Ivan
Tay Beng Chuan
Wong Meng Yeng
COMPANY SECRETARY
:
Tan Kim Joon, CPA
REGISTERED OFFICE
:
Singapore 729670
SHARE REGISTRAR AND SHARE
TRANSFER OFFICE
:
M&C Services Private Limited
138 Robinson Road #17-00
Hong Leong Centre
Singapore 068906
MANAGER, UNDERWRITER
AND PLACEMENT AGENT
:
Overseas Union Bank Limited
1 Raffles Place
OUB Centre
Singapore 048616
AUDITORS AND REPORTING
ACCOUNTANTS
:
Arthur Andersen
Certified Public Accountants
10 Hoe Chiang Road #18-00
Keppel Towers
Singapore 089315
SOLICITORS TO THE INVITATION
:
Rajah & Tann
4 Battery Road #26-01
Bank of China Building
Singapore 049908
PRINCIPAL BANKER
:
Overseas Union Bank Limited
1 Raffles Place
OUB Centre
Singapore 048616
3
DEFINITIONS
In this Prospectus and the accompanying Application Forms, the following definitions apply throughout
where the context so admits:General
“ATM”
: Automated teller machine of a Participating Bank
“Act”
: Companies Act (Cap. 50) of Singapore
“Application Forms”
: The printed application forms to be used for the purpose of the
Invitation which are issued with and which form part of this
Prospectus
“Application List”
: The list of the applications to subscribe for the New Shares
“Audit Committee”
: Our audit committee as at the date of this Prospectus
“CDP”
: The Central Depository (Pte) Limited
“CPF”
: The Central Provident Fund
“Directors”
: Our directors as at the date of this Prospectus
“Electronic Applications”
: Applications for the Offer Shares made through an ATM in accordance
with the terms and conditions of this Prospectus
“FY”
: Financial year ended or ending 31 December
“Group”
: Our group of companies comprising our Company and our present
operating subsidiaries, for the purpose of this Prospectus. The terms
“we”, “our” or “our Group” have correlative meanings
“HDB”
: Housing Development Board
“Invitation”
: Our invitation to the public to subscribe for our New Shares, subject to
and on the terms and conditions of this Prospectus
“Issue Price”
: $0.235 for each New Share
“MNC”
: Multi-national corporation
“Manager”
: OUB as Manager
“Market Day”
: A day on which the SGX-ST is open for trading in securities
“NTA”
: Net tangible assets
“New Shares”
: 11,000,000 new Shares offered for subscription under the Invitation
subject to and on the terms and conditions of this Prospectus
“OUB”
: Overseas Union Bank Limited
“Offer”
: Our offer to the public to subscribe for our Offer Shares at the Issue
Price subject to and on the terms and conditions of this Prospectus
4
“Offer Shares”
: 1,100,000 New Shares offered for subscription under the Offer
“Option Shares”
: Our new Shares (not exceeding 15 per cent. of our issued share
capital on the date preceding the grant of an option) which may be
issued pursuant to the exercise of options which may be granted
under the Share Option Scheme
“PRC”
: People’s Republic of China
“Participating Banks”
: The Development Bank of Singapore Ltd (including its POSBank
Services division) (“DBS”); Keppel TatLee Bank Limited (“KTB”);
Oversea-Chinese Banking Corporation Limited and its subsidiary,
Bank of Singapore Limited (“OCBC Group”); OUB and United
Overseas Bank Limited and its subsidiaries, Far Eastern Bank Limited
and Industrial & Commercial Bank Limited (“UOB Group”)
“Placement”
: Our placement of the Placement Shares at the Issue Price
“Placement Agent”
: OUB
“Placement Shares”
: 9,900,000 New Shares to be offered under the Placement, including
the Reserved Shares
“Reserved Shares”
: 2,750,000 Placement Shares reserved for our management,
employees, business associates and those who have contributed to
the success of our Group
“SCCS”
: Securities Clearing & Computer Services (Pte) Ltd
“SGX-ST”
: Singapore Exchange Securities Trading Limited
“SGX Sesdaq”
: The Stock Exchange of Singapore Dealing and Automated Quotation
System
“Securities Account”
: Securities account maintained by a Depositor with CDP
“Shares”
: Our ordinary shares of $0.15 each
“Share Option Scheme”
: Our Novena Holdings Limited Share Option Scheme described on
pages 125 to 140 of this Prospectus
“USA” or the “US”
: The United States of America
“Underwriter”
: OUB
“%” or “per cent.”
: Percentage or per centum
“RM”
: Malaysian Ringgit
“RMB”
: Chinese Renminbi
“$” and “cents” or “¢”
: Singapore dollars and cents respectively
“sq.m.”
: Square metres
“US$”
: US dollars
5
Companies
“Castilla”
: Castilla Design Pte Ltd
“Dorino”
: Dorino Furnishing Pte Ltd
“NFC”
: Novena Furnishing Centre Pte Ltd
“NIPL”
: Novena Investment Pte Ltd
“NTUC Income”
: NTUC Income Insurance Co-operative Limited
“Novena” or the “Company”
: Novena Holdings Limited. The terms “we”, “our”, “our Company” or “us”
have correlative meanings
“SCNF”
: Shenzhen Calo Novena Furniture Co., Ltd.
“SNF”
: Suzhou Novena Furniture Co., Ltd.
“TWC”
: The White Collection Pte Ltd
The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed
to them respectively in Section 130A of the Act.
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 reference in this Prospectus and the Application Forms to any enactment is a reference to that
enactment for the time being amended or re-enacted. Any word defined under the Act or any statutory
modification thereof and used in this Prospectus and the Application Forms shall, where applicable,
have the meaning ascribed to it under the Act or such statutory modification, as the case may be.
Any reference in this Prospectus or 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 Prospectus shall be a reference to Singapore time.
Any reference to “we”, “us” and “our” in this Prospectus is a reference to our Company, our Group or any
member of our Group, as the context requires.
6
GLOSSARY OF TECHNICAL TERMS
“Accessories” or
“Occasional furniture”
: Includes shoe cabinets, trolleys, consoles, mirrors, chests of drawers,
chaise lounges, relax chairs, cabinets, book shelves, bar counters, bar
stools, study tables, computer tables, telephone stands, display shelves,
sofa beds, dividers, and mattresses
“B2C”
: Business to Consumer internet portal for retail consumers to facilitate Ecommerce transactions
“Bedroom sets” or
“Bedroom furniture”
: Furniture for the bedroom including double beds, night tables, dressing
tables, dressing mirrors and wardrobes
“Bills of Materials”
: Technical drawings and specifications for each product required for
production
“CD”
: Compact disc
“Dining set”
or “Dining room furniture”
: Furniture for the dining room including dining tables and chairs
“ERP”
: Enterprise Resource Planning
“E-commerce”
: The marketing and distribution of our Company’s products via the
internet, by disseminating information on our Company’s products and
receiving and processing product order requests from on-line registered
members using internet-related technologies
“Easi-instalment scheme” : Instalment payment scheme for the purchase of our products
“Furnishings”
: Includes lighting, magazine racks, CD racks, small pillows, posters,
carpets, display ornaments, hangers, vases and other home related
decorative items
“Knock-down” or “KD”
: Furniture manufactured in panel components and assembled on-site upon
delivery
“Living room furniture”
: Furniture for the living room including sofa sets, coffee tables, side
tables, display cabinets and television sideboards
7
DETAILS OF OUR INVITATION
LISTING ON THE SGX SESDAQ
We have applied to the SGX-ST for permission to deal in and for quotation of all of our Shares,
comprising existing issued and fully paid-up Shares, the New Shares and the Option Shares on the
Official List of the SGX Sesdaq. Such permission will be granted when we have been admitted to the
Official List of the SGX Sesdaq. Our acceptance of applications will be conditional upon permission
being granted to deal in and for quotation of all of our existing issued and fully paid-up Shares, the New
Shares and the Option Shares. If SGX-ST’s permission is not granted or for any reason, moneys paid in
respect of any application accepted will be returned to you, without interest or any share of revenue or
other benefit arising therefrom and at your own risk.
The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions
expressed or reports contained in this Prospectus. Admission to the Official List of the SGX Sesdaq is
not to be taken as an indication of the merits of the Invitation, our Company and any of our subsidiaries
or our Shares.
Our Directors collectively and individually accept full responsibility for the accuracy of the information
given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other material facts the omission of which would make any
statement in this Prospectus misleading.
We have not authorised any person to give any information or to make any representation not contained
in this Prospectus in connection with the Invitation and, if given or made, such information or
representation must not be relied upon as having been authorised by us or the Manager. Neither the
delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances,
constitute a continuing representation or create any implication that there has been no change in our
affairs or the affairs of our subsidiaries or in the statements of fact contained in this Prospectus since
the date of this Prospectus. When such changes occur, we may make an announcement of the same to
the SGX-ST. You should take note of any such announcement and, upon the release of such an
announcement, you shall be deemed to have notice of such changes. Save as expressly stated in this
Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to our future
performance or policies. This Prospectus has been prepared solely for the purpose of the Invitation and
may not be relied upon by any other person other than yourselves in connection with your application
for the New Shares or for any other purpose. This Prospectus does not constitute an offer of or
invitation to subscribe for the New Shares in any jurisdiction in which such an offer or invitation is
unauthorised or unlawful nor does it constitute an offer or invitation to any person to whom it is unlawful
to make such an offer or invitation.
Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,
subject to availability, from:-
OVERSEAS UNION BANK LIMITED
1 Raffles Place
OUB Centre
Singapore 048616
and from branches of OUB, members of the Association of Banks in Singapore and merchant banks in
Singapore. A copy of this Prospectus is also available on the SGX-ST website http://
www.singaporeexchange.com.
The Application List will open at 10.00 a.m. on 14 December 2000 and will remain open until
12.00 noon on the same day or for such further period or periods as we may, in consultation with
OUB, decide, subject to any limitation under all applicable laws.
8
INDICATIVE TIMETABLE FOR LISTING
In accordance with the SGX-ST News Release of 28 May 1993 on the trading of initial public offering
shares on a “when issued” basis, an indicative timetable is set out below for the reference of
applicants:Indicative date/time
Event
12.00 noon on 14 December 2000
Close of Application List.
15 December 2000
Balloting of applications, if necessary (in the event of oversubscription for the New Shares).
9.00 a.m. on 18 December 2000
Commence trading on a “when issued” basis.
26 December 2000
Last day of trading on a “when issued” basis.
9.00 a.m. on 28 December 2000
Commence trading on a “ready” basis.
3 January 2001
Settlement date for all trades done on a “when issued”
basis and for all trades done on a “ready” basis on 28
December 2000.
The above timetable is only indicative as it assumes that the closing date for the Application List is 14
December 2000, the date of our admission to the Official List of the SGX Sesdaq is 18 December 2000,
the SGX-ST shareholding spread requirement will be complied with and the New Shares will be issued
and fully paid-up prior to 18 December 2000. The actual date on which the Shares will commence
trading on a “when issued” basis will be announced when it is confirmed by the SGX-ST.
The commencement of trading on a “when issued” basis will be entirely at the discretion of the
SGX-ST. All persons trading in the Shares on a “when issued” basis do so at their own risk. In
particular, persons trading in the Shares before their Securities Accounts with CDP are credited
with the relevant number of Shares do so at the risk of selling Shares which neither they nor
their nominees, as the case may be, have been allotted with or are otherwise beneficially entitled
to. Such persons are also exposed to the risk of having to cover their net sell positions earlier if
“when issued” trading ends sooner than the indicative date mentioned above. Persons who have
a net sell position traded on a “when issued” basis should close their position on or before the
first day of “ready” basis trading.
Investors should consult the SGX-ST announcement on “ready” trading date on the Internet (at
the SGX-ST website http://www.singaporeexchange.com), INTV or the newspapers or check with
their brokers on the date on which trading on a “ready” basis will commence.
9
PROSPECTUS SUMMARY
The information contained in this summary is derived from and should be read in conjunction with the
full text of this Prospectus.
Our Company
: We were incorporated on 4 November 1993 as a private limited company
under the name of Novena Holdings Pte Ltd. On 7 December 2000, in
line with the conversion of our Company to a public limited company, we
changed our name to Novena Holdings Limited.
We are principally an investment holding company. Our Group’s core
business is in the manufacture and retail of household furniture and
furnishings under four different brand names, namely Novena, Castilla
Design, Dickson Beech and The White Collection. Each of these brands
is distinct in style and range and is targeted at different groups of
consumers who have different lifestyle expectations. Our product range
includes furniture and furnishings for every room in the home and other
Accessories.
We are also in the business of expor t and wholesale of household
furniture and furnishings and specialise in the manufacture of bedroom
sets and living room display cabinets and Accessories for local
distribution as well as to South Africa, Taiwan, Philippines and Japan.
The unique feature of our production is that our furniture are produced in
Knock-down form.
In October 2000, we set up two B2C furniture por tals, namely enovena.com and i-castilla.com to facilitate online transactions. These
B2C furniture portals are expected to provide us with increased
advertising, marketing and sales opportunities.
We also intend to invest in an ERP system to integrate our local
operations referred to on pages 18 and 55 of this Prospectus.
Also, to enhance our market presence and increase our customer base,
we have increased our retail network by 7 outlets from 13 in FY1999 to
20 in FY2000.
10
Our Invitation
Issue Size
: 11,000,000 New Shares comprising 1,100,000 Offer Shares and
9,900,000 Placement Shares. The New Shares will, upon issue and
allotment, rank pari passu in all respects with our existing issued Shares.
Issue Price
: $0.235 for each New Share.
Purpose of the Invitation
: Our Directors consider that the listing and quotation of our Shares on the
SGX Sesdaq will enhance our Group’s public image locally and
internationally and enable us to tap the capital markets for expansion of
our Group’s operations. It will also provide members of the public and our
management, employees, business associates and those who have
contributed to the success of our Group with an opportunity to participate
in our equity.
Use of proceeds
: The net proceeds from the issue of the New Shares (after deducting the
estimated issue expenses) of approximately $1.7 million will be used to
finance our Group’s continued growth and development as follows:(a) approximately $0.4 million will be utilised for ERP projects; and
(b) the balance of approximately $1.3 million will be utilised for working
capital purposes.
Pending the deployment of funds for the above identified uses, the net
proceeds may be used for working capital purposes and/or invested in
short-term money market instruments as our Directors may deem fit.
Reserved Shares
: 2,750,000 Placement Shares will be reserved for our management,
employees, business associates and those who have contributed to the
success of our Group. In the event that any of the Reserved Shares are
not taken up, they will be made available to satisfy applications for
Placement Shares or, in the event of any under-subscription for
Placement Shares, to satisfy applications made from members of the
public for Offer Shares.
Listing status
: Our Shares will be quoted on the SGX Sesdaq, subject to our admission
to the Official List of the SGX Sesdaq, and permission being granted by
the SGX-ST to deal in and for quotation of our Shares.
11
KEY BUSINESS RISK FACTORS
You should carefully consider the risks described below before making an investment decision. Our
business, financial condition or results of operations could be materially affected by any of these risks.
In addition, the trading price of our Shares could decline due to any of these risks, and you may lose all
or part of your investment.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements as a
result of certain factors, including the risks faced by us described below and elsewhere in this
Prospectus.
Risk Related to the Industry
Our results may be affected by price pressure and competition in the industry
The furniture and furnishings industry is highly competitive in Singapore and the entry of new players in
our industry will increase competitive pressure faced by existing players in the industry, including us.
There are few barriers of entry to prevent a new player, who is prepared to invest significant effort and
time to manufacture and/or source the right products with the right designs that the market can accept,
from entering our industry. These new players will be able to compete with us if they are successful in
developing a good retail network, sell durable and competitively priced furniture and furnishings and
market their brand names. If they are able to do that in the markets where we operate, our future
turnover and profitability could be adversely affected.
Risks Related to Our Group
We cannot assure that we will be able to achieve our profit forecast for FY2000
On the premise set out below, we expect to record a turnover of approximately $35.2 million and profit
before tax of approximately $2.8 million for FY2000. Despite achieving a turnover of $16.9 million and
profit before tax of $1.8 million for the audited 6 months ended 30 June 2000, there can be no
assurance that we would achieve our forecast stated above and on page 48 of this Prospectus.
As the bulk of our turnover is generated from retail activities, we do not have confirmed or indicative
yardsticks such as secured orders, work-in-progress or contracts under negotiation, which we can rely
on for our forecast. As such, our forecast places a certain degree of reliance on historical sales trend
as set out on page 54 of this Prospectus.
For a detailed analysis of our forecast, please refer to page 48 of this Prospectus.
Given the risks and uncertainties that may cause our actual results and performance to be materially
different from that expected, including unforeseen circumstances that are beyond our control, undue
reliance should not be placed on our forecast, and in any event, caution should be exercised. We are
not representing or warranting to you that our actual results, performance or achievements will be as
discussed herein.
12
We had a history of negative working capital
We had negative working capital from FY1997 to FY1999 and a marginally positive working capital as at
30 June 2000, as disclosed on page 50 of this Prospectus. Reliance on short-term liabilities to partially
finance fixed asset purchases instead of long-term liabilities and share capital has led to our negative
working capital position. In the event that the cashflow of our Group is adversely affected, it would
result in a loss of confidence by our bankers and we may face liquidity problems, which may adversely
affect our business and continuity.
We are dependent on certain key personnel
Our future success is dependent to a significant extent on the continued service of our key
management personnel which consist of our executive Directors and executive officers as mentioned
on pages 66 to 68 of this Prospectus and in particular our Deputy Chairman and Chief Executive
Officer, Dr Toh Soon Huat. This dependence is particularly important to our business because personal
relationships are a critical element to obtaining and maintaining good client and supplier relationships.
Although Dr Toh Soon Huat has executed a service agreement with our Company for an initial period of
3 years, and renewable for subsequent periods of 3 years each, he is entitled to voluntarily terminate
his contract by giving us 3 months notice in writing in these subsequent periods. There also exists the
possibility of unexpected disability of or unwillingness of our key management personnel and/or the
technical and/or sales personnel to continue working for us. In addition, if any of these persons join a
competitor or forms a competing company, this might result in the loss of some of our business or
future business opportunities. If any of these situations should happen, such persons would be very
difficult to replace and our business could be adversely affected. Also, the process of hiring to replace
such persons could be both time consuming and expensive and there is no assurance that a suitable
replacement can be employed.
Our future success also depends on our ability to attract, retain and motivate highly skilled personnel.
If we fail to hire and retain a sufficient number of these personnel, we may not be able to maintain or
expand our business.
We are reliant on retail customers
We are reliant on retail customers, who contributed to approximately 81.9 per cent. of our turnover for
the 6 months ended 30 June 2000. Retail customers’ spending is, in turn dependent on exogenous
factors including amongst other things, the state of the economy, changes in income levels, changes in
demographic profiles, aspirations for a lifestyle concept, new supply of residential units and increase in
home purchases transactions and home renovation activities. There is no guarantee that existing
consumer spending will remain buoyant or that the demand for our furniture and furnishings will remain
at current levels in Singapore. A slowdown in the economy, decrease in consumers’ disposable income
levels or even a lower level of activity relating to new residential building construction or home
renovation will reduce consumer demand for our products and our profitability would be adversely
affected.
Our profitability may be affected by stock obsolescence
Our continued growth and success depend, in a large part, on the range and variety of furniture and
furnishings which we are able to offer to our customers. An individual consumer’s taste and preference
for a particular style of furniture and/or furnishings depend largely on the market trend and fashion of
furniture design and concepts. Our products and concepts offered must be up to-date and in line with
market trends. It is therefore vital that we make sound purchasing decisions on the type of products to
introduce to the Singapore market. In so doing, we have to take into consideration factors like local
culture and living style. It is also important that we maintain a strong and efficient marketing and
purchasing team which is able to keep updated with the latest information and analysis on product
knowledge and technology, local and overseas market trends for furniture and furnishings, changes in
consumer preferences and spending power, and changes in economic conditions. An unsound decision
made would lead to the particular range of products not being well received or saleable and would result
in obsolescence. Failure to ensure that the above matters are addressed at a timely stage would have
an adverse impact on our earnings and profitability.
13
Our profitability may be affected by foreign exchange fluctuations
Our turnover is denominated mainly in Singapore dollars while our purchases of furniture and furnishings
are denominated in various currencies, primarily in Singapore dollars, US dollars and Italian Lira. The
estimated percentages of our purchases incurred in various currencies for the 6 months ended 30 June
2000 were as follows:Currency
Percentage of Purchases (%)
Singapore Dollars
49.2
US Dollars
18.3
Italian Lira
13.7
Chinese Renminbi
10.6
Malaysia Ringgit
5.5
Others
2.7
Total
100.0
We anticipate that the Singapore dollar will remain the main currency utilised in our purchases.
However, an appreciation in the US dollar, Italian Lira, RMB and Malaysia Ringgit against the Singapore
dollar would have a significant impact on our earnings and profitability.
We have not used any financial hedging instruments to manage our foreign exchange risk. We will
continue to monitor our foreign exchange exposure and may employ hedging instruments to manage our
foreign exchange exposure should the need arise.
Our business is seasonal
Sales of our furniture and furnishings are subject to seasonality. As such, sales are impacted by
seasonal purchasing patterns. For example, demand for our products is higher in the fourth quarter of
the year due to the run up to the festive seasons, namely Christmas, New Year and Chinese New Year.
Demand reduces after this period. Our sales are also affected by yearly religious festivals. For example,
demand for our products will reduce during the month of August, which coincides with an unauspicious
period in the lunar calendar but increases thereafter. Such seasonal fluctuations may affect our ability to
maintain constant revenue levels and may have an adverse impact on our earnings and profitability.
Our business would be affected by poor after-sales service
We are reliant on our skilled delivery personnel and well-trained customer service support personnel to
ensure we meet and satisfy our customers’ expectations of our service. Poor after-sales service,
especially in delivery of furniture and furnishings to customers may lead to a loss of repeat business.
Such incidents may also give rise to bad publicity and may have an adverse effect on our earnings and
profitability.
Our business would be materially affected by changes in rental costs
All our retail outlets in Singapore are leased. Rental expenses amounted to 36.9 per cent. of our
operating expenses for the 6 months ended 30 June 2000. Adverse changes in the rental costs would
have a negative impact on our profits. Also, any inability to renew our leases will affect our business
as it would require us to relocate. The leases for our outlets in Park Mall, World Trade Centre, Marina
Square, Jalan Kilang Barat and Paya Lebar Road are due for renewal in FY2002. The details of the
leases of each of our outlets are set out on pages 76 to 77 of this Prospectus. In the event that these
leases are not renewed upon their expiry and no alternative sites can be found within a reasonable time,
our earnings and profitability would be adversely affected.
14
Our growth depends on our ability to set-up new outlets
Our continued growth is dependent upon our ability to open and operate new outlets on a profitable
basis. Our ability to open new outlets on schedule will in part depend on the availability of suitable
sites and the ability to negotiate attractive lease terms. As a result, there can be no assurance that we
will be able to open new outlets on a timely basis. Similarly, there can be no assurance that the
opening of new outlets will not adversely impact the sales of existing outlets, although we aim to
minimise any impact by opening new outlets in areas not serviced by our existing outlets.
We are reliant on effective marketing and branding strategy
The success and continued growth of our business are dependent on our ability to establish effective
strategies on marketing and branding to maintain and increase our customer base, to capture a bigger
market share and increase our turnover. As such, we are committed to having an effective advertising
program. We sign one-year contracts with Singapore Press Holdings Limited for advance booking of
advertisement space in The Straits Times and Lianhe Zaobao. Any misjudgement in assessing our
customers’ needs and changes in our customer preferences could result in a loss of sales and hence,
adversely affect our profitability.
We may not be able to operate our business effectively if we do not manage our growth
Since 1995, we have expanded our operations. We grew from a chain of 6 outlets to 20 outlets and two
factories in the PRC. We expect further significant expansion to address potential growth in our
customer bases, the breadth of our product range and other opportunities. This expansion has strained,
and we expect that it will continue to strain, our management, operations, systems and financial
resources. To manage our recent growth and any future growth of our operations and personnel, we
must improve and effectively utilise our existing operational, management, marketing and financial
systems and successfully recruit, hire, train and manage personnel and maintain close co-ordination
among our technical, finance, marketing, sales and production personnel. We expect the need to
increase the capacity of our software, hardware and telecommunications systems. We will also need to
manage an increasing number of complex relationships with customers, online users, strategic
partners, suppliers and other third parties. Our failure to manage growth could disrupt our operations
and ultimately prevent us from generating the earnings and profitability we expect.
Risks Relating to us Entering the E-commerce Business
Our business may be affected if our E-commerce business does not take off as we expect
E-commerce is relatively new and still evolving. We believe that E-commerce will undergo substantial
changes over the next few years, with a number of companies establishing operations in this sector.
We expect to encounter significant competition in connection with our entry into the E-commerce
sector. Many of the companies already operating in the E-commerce sector, as well as those who may
commence such operations in the future, have or may have significantly more experience than us in the
E-commerce sector and have or may have significantly more financial, operational and other resources
to utilise in connection with their operations. There can be no assurance that we will be able to
successfully compete against these and other potential competitors in the E-commerce sector. Failure
to do so may adversely affect our earnings and profitability.
Further, the market for internet services has only recently begun to develop. Since the internet is an
unproven medium for commercial services, our future profitability from E-commerce will depend
substantially upon the increased use of the internet for information, distribution and commerce.
15
We may not be able to develop or obtain sufficiently compelling products to attract and retain
our target audience
For our online business to be successful, we must provide content and services that attract consumers
who will purchase furniture and furnishings online. We may not be able to provide consumers an
acceptable mix of products, services, information and community to attract them to our web sites
frequently or to encourage them to remain on our web sites for an extended period of time. If our
audience determines that our content does not reflect their tastes, then our audience size could
decrease or the demographic characteristics of our audience could change and we may be unable to
react to those changes effectively or in a timely manner. Any of these results would have an adverse
effect on our earnings and profitability.
Our online business could be disrupted by computer viruses, electronic break-ins or similar
disruptive events
Computer viruses, electronic break-ins or similar disruptive events could disrupt our services. System
disruptions could result in the unavailability or slower response time of our internet web sites, which
would reduce the amount of commerce conducted on our internet web sites and lower the quality of our
users’ experience. Service disruptions could affect our revenue and if they were prolonged, would
adversely harm our business and reputation.
We may be unable to acquire necessary web domain names
We may be unable to acquire or maintain web domain names relating to our brand or to specific Novena
channels in countries which we may conduct business. We currently hold various relevant domain
names, including the “novenaholdings.com”, “e-novena.com”, “i-castilla.com”, “e-thewhite.com”,
“dicksonbeech.com”, “furnitureexport.com”, “novena.com.sg” and “castilla.com.sg” domain names. The
acquisition and maintenance of domain names generally is regulated by governmental agencies and
their designees and is subject to change. The relationship between regulations governing domain
names and protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable
to prevent third parties from acquiring or using domain names that infringe or otherwise decrease the
value of our brand name, trademarks and other proprietary rights.
We could be subject to claims for damages from our users, content providers and merchants if
our online security measures fail
Our relationships with consumers would be adversely affected and we may be subject to claims for
damages if the security measures that we use to protect their personal information, especially credit
card numbers, are ineffective. We rely on security and authentication technology that we license from
third parties to perform real-time credit card authorisation and verification with our bank. We cannot
predict whether event or developments will result in a compromise or breach of the technology we use
to protect a customer’s personal information.
Our infrastructure is vulnerable to unauthorised access, physical or electronic computer break-ins,
computer viruses and other disruptive problems. Internet service providers have experienced, and may
continue to experience, interruptions in service as a result of the accidental or intentional actions of
internet users, current and former employees and others. Anyone who is able to circumvent our
security measures could misappropriate proprietary information or cause interruptions to our operations.
Security breaches relating to our activities or the activities of third-party contractors that involve the
storage and transmission of proprietary information could damage our reputation or we could incur
substantial costs as a result of defending claims for those damages. We may need to expend
significant capital and other resources to protect against such security breaches or to address problems
caused by such breaches. Our security measures may not prevent disruptions or security breaches.
16
We may be subject to liability if private information provided by our users were misused
Our privacy policy discloses how we use individually identifiable information that we collect. However,
despite this policy, if third persons were able to penetrate our network security or otherwise
misappropriate our users’ personal information or credit card information for unauthorised marketing
purposes, we could be subject to liability. We could also be subject to liability for claims for
unauthorised purchases with credit card information. These claims could result in costly and timeconsuming litigation.
General Risk which Applies to the PRC
Our operations may be adversely affected by political changes in the PRC government policies
The PRC government has implemented various policies to promote economic development and
economic expansion, including permitting foreign investments in the furniture industry, allowing greater
convertability of the RMB and opening up their economy in general. Our current and future operations
in PRC are highly dependent on their continued support and promulgation of such economic and
political reform programs. The PRC government may change its policies, reverse existing reforms,
discontinue the reform process or implement such reforms or reform process in an inconsistent or
ineffectual manner. This may occur at any time and especially so in the event of a change in leadership
or other social or political change. A change in such policies by the PRC government could adversely
affect our business if it in fact reverses previous reforms or restrict economic expansion, foreign
investment or trade. Some of these changes could have an adverse effect on our business which
would include increase in tax rates or changes in the method of taxation, additional restrictions on
access to foreign currency and restrictions on import of raw materials or machinery. Also, the Chinese
Securities Regulatory Commission (“CSRC”) recently issued a notice setting out guidelines relating to
the provision of legal opinions by PRC lawyers in connection with the listing of non-PRC corporations
with PRC interests on foreign stock exchanges. The said notice requires approval or a letter of nonobjection from the CSRC to be obtained. Our PRC lawyers have issued a legal opinion addressing
amongst other things, the legal and corporate structure, management set up and the shareholding in
relation to our PRC subsidiaries and have submitted the same to the CSRC and is currently awaiting for
the issuance of a letter from them indicating that they have no objection to the abovementioned
matters. Although the said notice does not provide for any penalties or sanctions to be imposed for
non-compliance, in the event that such a letter is not obtained, there is no guarantee that the CSRC will
not impose penalties on our PRC subsidiaries and this could have an adverse effect on our earnings
and profitability.
Other Risk Factors
A few individuals own much of our Shares
After the Invitation, our controlling Shareholders namely Dr Toh Soon Huat, Phua Ah Kow and their
associates and NTUC Income will beneficially own, in aggregate, approximately 82 per cent. of our
outstanding Shares. As a result, these shareholders are able to exercise control over all matters
requiring shareholders’ approval, including amongst other things, the election of directors and approval
of significant corporate transactions, such as acquisitions, and to block an unsolicited takeover offer.
Accordingly, this concentration of ownership could have the effect of delaying or preventing a third party
from acquiring control over us at a premium over the then-current market price of our Shares.
Our Share price may be volatile and liquidity adversely affected by the absence of prior public
market for our Shares
Prior to the Invitation, there had been no public market for our Shares. Although we have made an
application to the SGX-ST to list our Shares on the Official List of the SGX Sesdaq, 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 Issue Price.
The market price of our Shares could 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.
17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements contained in this Prospectus, statements made in press releases and oral statements
that may be made by us or our Directors, executive officers or employees acting on our behalf, that are
not statements of historical fact, constitute “forward-looking statements”. You can identify some of
these statements by forward-looking terms such as “expect”, “believe”, “plan”, “intend”, “estimate”,
“anticipate”, “may”, “will”, “would” and “could” or similar words. However, you should note that these
words are not the exclusive means of identifying forward-looking statements. All statements regarding
our expected financial position, business strategy, plans and prospects are forward-looking statements.
These forward-looking statements, including statements as to our revenue and profitability, our planned
expansion and other matters discussed in this Prospectus 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 such forwardlooking statements. These factors include, among others:•
Changes in political, social and economic conditions and the regulatory environment in Singapore,
Malaysia and the PRC;
•
Changes in currency exchange rates;
•
Changes in market demand for our products;
•
Changes in competitive conditions; and
•
Other factors beyond our control.
Given the r isks and uncertainties that may cause our actual future results, performance or
achievements to be materially different than expected, expressed or implied by the forward-looking
statements in this Prospectus, we advise you not to place undue reliance on these statements. We are
not representing or warranting to you that our actual future results, performance or achievements will be
as discussed in these statements. Further, we disclaim any responsibility to update any of those
forward-looking or publicly announce any revisions to those forward-looking statements to reflect future
developments, events or circumstances. We are, however, subject to the provisions of the Listing
Manual of the SGX-ST regarding corporate disclosure.
USE OF PROCEEDS
The net proceeds from the issue of the New Shares, after deducting the Invitation expenses of
approximately $0.9 million, are estimated to be approximately $1.7 million based on the Issue Price.
We intend to use the net proceeds in the following manner:(a) $0.4 million for ERP projects
We intend to invest in a business integrated solution to improve the effectiveness of our total
business management activities pertaining to our daily operations.
The total estimated cost for initial set up and professional service fees is approximately $0.4
million. We intend to commence the project by end FY2000 and complete it by FY2001.
(b) $1.3 million for working capital purposes
The remaining $1.3 million will be used for working capital purposes.
Pending the deployment of funds for the above identified uses, the net proceeds may be used for
working capital purposes and/or invested in short-term money market instruments as our Directors may
deem fit.
18
INVITATION STATISTICS
$0.235
ISSUE PRICE
NET TANGIBLE ASSETS
NTA per Share based on the audited consolidated balance sheet of our Group as at
30 June 2000 and adjusted for the Bonus Issue and Stock Split referred to on page
24 of this Prospectus:(a) before adjusting for the estimated net proceeds from the Invitation and based
on the pre-Invitation share capital of 59,109,880 Shares
20.7 cents
(b) after adjusting for the estimated net proceeds from the Invitation and based on
the post-Invitation share capital of 70,109,880 Shares
19.9 cents
Premium of the Issue Price over the adjusted NTA per Share as at 30 June 2000:(a) before adjusting for the estimated net proceeds from the Invitation and based
on the pre-Invitation share capital of 59,109,880 Shares
13.5 per cent.
(b) after adjusting for the estimated net proceeds from the Invitation and based on
the post-Invitation share capital of 70,109,880 Shares
18.1 per cent.
EARNINGS
Historical net earnings per Share of our Group for FY1999 based on the preInvitation share capital of 59,109,880 Shares
5.0 cents
Forecast net earnings per Share of our Group for FY2000 based on the weighted
average share capital of 59,568,213 Shares (1)
3.1 cents
PRICE EARNINGS RATIO
Historical price earnings ratio based on the historical net earnings per Share of our
Group for FY1999
4.7 times
Forecast price earnings ratio based on the forecast net earnings per Share of our
Group for FY2000
7.6 times
NET OPERATING CASHFLOW
(2)
Historical net operating cashflow per Share of our Group for FY1999 and based on
the pre-Invitation share capital of 59,109,880 Shares
7.3 cents
Forecast net operating cashflow per Share of our Group for FY2000 and based on
the weighted average share capital of 59,568,213 Shares (1)
6.3 cents
OPERATING CASHFLOW RATIO
Ratio of Issue Price to historical net operating cashflow per Share of our Group for
FY1999
3.2 times
Ratio of Issue Price to forecast net operating cashflow per Share of our Group for
FY2000
3.7 times
Notes:(1) Weighted average share capital is calculated based on the issue of 11,000,000 New Shares in mid December 2000:59,109,880 + (11,000,000 x (0.5/12)) = 59,568,213
(2) Net operating cashflow is defined as net profit after tax and minority interest with provision for depreciation added back.
19
SUMMARY OF FINANCIAL INFORMATION
The following financial information should be read in conjunction with the full text of this Prospectus,
including the Accountants’ Report set out on pages 80 to 108 of this Prospectus.
RESULTS OF OPERATIONS OF OUR GROUP
—————— Audited ——————
Unaudited
Audited
6 months ended
30 June
30 June
1999
2000
$’000
FY1997
FY1998
FY1999
Turnover
23,805
26,771
35,290
15,710
16,946
Operating profit before amortisation,
depreciation, interest and taxation
2,574
3,623
6,076
2,869
2,968
Amortisation and depreciation
(1,160)
(1,188)
(1,337)
(626)
(825)
Interest expense
(984)
(1,111)
(718)
(334)
(331)
Operating profit
430
1,324
4,021
1,909
1,812
Gain on disposal of associated
company
—
—
54
—
—
Share of loss of associated company
—
(120)
—
—
—
4,075
1,909
1,812
Profit before taxation
430
1,204
Taxation
129
(304)
(1,064)
Profit after taxation
559
900
3,011
1,439
1,299
Minority interest
(50)
(42)
(47)
(24)
(85)
Profit attributable to shareholders
of our Company
509
858
2,964
1,415
1,214
Earnings per Share(1) (cents)
0.86
1.45
5.01
2.39
2.05
(470)
(513)
Notes:(1) For comparative purposes, the earnings per Share for the period under review have been computed based on the profit
attributable to shareholders of our Company and the pre-Invitation capital of 59,109,880 Shares.
(2) Had the Service Agreement set out on page 71 of this Prospectus been in existence during FY1999, the profit
attributable to shareholders of our Company and our earnings per Share would have been $2.8 million and 4.74 cents
respectively.
20
FINANCIAL POSITION OF OUR GROUP
—————— Audited ——————
$’000
Unaudited
Audited
6 months ended
30 June
30 June
1999
2000
FY1997
FY1998
FY1999
16,459
1,794
366
15,110
1,706
246
15,090
1,679
—
15,006
1,735
246
19,647
1,719
—
7,803
2,015
524
19
68
283
—
572
780
6,796
2,311
428
324
—
—
—
600
914
7,287
2,136
782
367
—
—
—
620
2,056
6,543
3,277
603
60
—
—
100
600
784
7,824
1,835
1,989
132
—
—
—
630
919
12,064
11,373
13,248
11,967
13,329
2,110
1,950
2,053
78
—
482
6
907
5,573
3,128
144
2,667
680
2,326
381
—
441
—
874
4,065
2,779
98
2,996
696
2,604
1,305
122
129
—
813
3,285
1,508
200
3,062
670
2,650
778
—
250
158
615
2,980
2,373
106
2,244
1,324
2,192
469
—
240
—
952
3,800
1,560
209
16,431
14,311
13,658
13,642
12,990
Net current (liabilities)/assets
(4,367)
(2,938)
(410)
(1,675)
339
Less:Non-current liabilities
Term loans, non-current portion
Hire-purchase creditors, non-current portion
Deferred taxation
Reserve on consolidation
Minority interests
4,779
251
189
244
1,450
4,157
161
146
122
1,451
3,547
290
99
—
1,505
4,051
104
146
61
1,510
6,827
308
749
—
1,560
6,913
6,037
5,441
5,872
9,444
7,339
8,087
10,918
9,440
12,261
Share capital
Capital reserves
Translation reserves
Revenue reserves
5,911
657
771
—
5,911
657
661
858
5,911
657
681
3,669
5,911
657
752
2,120
5,911
729
738
4,883
Total shareholders’ equity
7,339
8,087
10,918
9,440
12,261
NTA per Share (cents)(1)
12.42
13.68
18.47
15.97
20.74
Fixed assets
Land occupancy rights
Investment in associated company
Current assets
Stocks
Trade debtors
Other debtors, deposits and prepayments
Due from affiliated companies (trade)
Due from an associated company (trade)
Due from affiliated companies (non-trade)
Due from a director
Fixed deposits
Cash and bank balances
Less:Current liabilities
Trade creditors
Bills payable to banks
Other creditors and accruals
Provision for taxation
Due to related companies (trade)
Due to related companies (non-trade)
Due to an affiliated company (trade)
Term loans, current portion
Bank overdrafts (secured)
Short term loan
Hire purchase liabilities, current portion
Notes:(1) For comparative purposes, the NTA per Share is calculated based on the pre-Invitation share capital of 59,109,880
Shares.
21
CAPITALISATION AND INDEBTEDNESS
The following table shows our cash and cash equivalents and capitalisation as of 31 October 2000:(i)
on an actual basis; and
(ii)
as adjusted to give effect to the issue of 11,000,000 Shares pursuant to the Invitation and
application of the net proceeds, at the Issue Price, after deducting underwriting commissions and
estimated transaction expenses related to the Invitation.
This table should be read in conjunction with our consolidated financial statements and the notes
thereto appearing elsewhere in this Prospectus.
Actual
As at 31 October 2000 As Adjusted
$’000
Cash and cash equivalents (overdrawn)
(2,842)
(1,157)
Short-term debt
–
Secured
6,023
6,023
Long-term debt
–
Secured
7,465
7,465
5,911
10,516
4,956
661
729
2,730
661
35
12,257
13,942
Total capitalisation and indebtedness
25,745
27,430
Shareholders’ equity:
Ordinary shares, par of $0.15 per share;
133,333,333 authorised; 59,109,880 Shares issued and
outstanding, actual; 70,109,880 Shares issued and
outstanding, as adjusted
Revenue reserves
Capital reserves
22
DILUTION
Dilution is the amount by which the Issue Price paid by the subscribers for our Shares in the Invitation
exceeds our NTA per Share after this Invitation. The audited NTA of our Group as at 30 June 2000
before adjusting for the net proceeds from the Invitation and based on the pre-Invitation issued and
paid-up share capital of 59,109,880 Shares was 20.7 cents.
Pursuant to the Invitation of 11,000,000 New Shares at the Issue Price of $0.235 per Share, our
Group’s NTA per Share after adjusting for the estimated net proceeds from the Invitation and based on
the post-Invitation issued and paid-up share capital of 70,109,880 Shares would have been 19.9 cents.
This represents an immediate decrease in NTA per share of 3.9 per cent. to our existing shareholders
and an immediate dilution in NTA per share of 15.3 per cent. to our new investors.
The following table illustrates this per Share dilution:Per Share
$
Per Share
$
Issue Price
0.235
Audited NTA per Share as of 30 June 2000
0.207
Decrease in NTA per Share attributable to new public investors
(0.008)
NTA per Share after the Invitation
0.199
Dilution in NTA per Share to new public investors
0.036
The following table summarises as of 30 June 2000, the total number of Shares purchased from us, the
total consideration paid to us and the average price paid per Share by our existing shareholders and by
our new public investors in the Invitation:Shares Purchased
Number
Consideration
%
$’000
%
Average price
per Share
$
Existing shareholders
59,109,880
84.3
6,640
72.0
0.11
New public investors
11,000,000
15.7
2,585
28.0
0.235
Total
70,109,880
100.0
8,225
100.0
23
GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP
SHARE CAPITAL
Our Company was incorporated in Singapore on 4 November 1993 under the Act as a private limited
company under the name of Novena Holdings Pte Ltd. As at 31 December 1999, we had an authorised
share capital of $10,000,000 comprising 10,000,000 ordinary shares of $1.00 each and an issued and
paid-up share capital of $5,910,988 comprising 5,910,988 ordinary shares of $1.00 each.
At an Extraordinary General Meeting held on 4 December 2000, our shareholders approved, inter alia,
the following:(i)
an increase in the authorised share capital of our Company from $10,000,000 comprising
10,000,000 ordinary shares of $1.00 each to $20,000,000 comprising 20,000,000 ordinary shares
of $1.00 each;
(ii)
the capitalisation of a total of $2,226,547 and $728,947 from the revenue reserve account and
capital reserve account respectively by way of a bonus issue of 2,955,494 new ordinary shares of
$1.00 each (the “Bonus Issue”) to our then existing shareholders on the basis of 1 bonus share
for every 2 shares held in the capital of our Company;
(iii)
the sub-division of 3 existing ordinary shares of $1.00 each in our existing authorised and issued
and paid-up share capital of our Company into 20 ordinary shares of $0.15 each (the “Stock
Split”);
(iv)
the conversion of our Company to a public limited company and the change of our name to
Novena Holdings Limited;
(v)
the adoption of a new set of Articles of Association of our Company;
(vi)
the adoption of the Share Option Scheme;
(vii)
the issue of 11,000,000 New Shares pursuant to the Invitation. The New Shares, when issued and
fully paid, will rank pari passu in all respects with the existing Shares of our Company;
(viii) the authorisation of our Directors, pursuant to Section 161 of the Act, to allot and issue Shares
from time to time and at any time, whether by rights, bonus or otherwise and upon such terms
and conditions and for such purposes as to such persons as the Directors may in their absolute
discretion deem fit provided that the aggregate number of Shares issued pursuant to such
authority does not exceed 50 per cent. of the issued share capital of our Company immediately
prior to the proposed issue and provided that the aggregate number of Shares to be issued other
than on a pro-rata basis to our then existing shareholders shall not exceed 20 per cent. of the
issued share capital of our Company immediately prior to the proposed issue. Such a general
mandate shall only remain in force until the earlier of any of the following:-
(ix)
a)
the conclusion of the next annual general meeting of our Company following the passing of
the resolution by our shareholders at which time it shall lapse, unless, by ordinary
resolution passed at that meeting, the mandate is renewed, either unconditionally or
subject to conditions; or
b)
the shareholders of our Company by an ordinary resolution in a general meeting revoke or
vary such general mandate; and
the Shareholders’ Mandate authorising members of our Group to enter into certain transactions
with persons which are considered its “interested persons” under Chapter 9A of the Listing
Manual, as described under “Shareholders’ Mandate for Future Interested Person Transactions” on
pages 63 to 65 of this Prospectus.
24
As at the date of this Prospectus, there is only one class of shares in our Company, being ordinary
shares of $0.15 each. The rights and privileges of these Shares are stated in our Articles of
Association. Save for the Option Shares, there are no founder, management or deferred shares
reserved for issuance for any purpose.
Our present issued and paid-up share capital is $8,866,482 comprising 59,109,880 Shares. Upon the
allotment of the New Shares, the resultant issued and paid-up share capital of our Company will be
increased to $10,516,482 comprising 70,109,880 Shares.
The details of the changes in our issued and paid-up share capital since 30 June 2000, being the date
of the last audited accounts of our Company, and our issued and paid-up share capital immediately
after the Invitation are as follows:No. of Shares
$
Share capital as at 30 June 2000
5,910,988
5,910,988
Bonus issue
2,955,494
2,955,494
8,866,482
8,866,482
Stock Split
59,109,880
8,866,482
New Shares to be issued pursuant to the Invitation
11,000,000
1,650,000
Share capital after the Invitation
70,109,880
10,516,482
The authorised share capital and the total shareholders’ equity of our Company as at 30 June 2000
before and after adjustments to reflect the Bonus Issue, the Stock Split and the issue of the New
Shares are set out below. This should be read in conjunction with the Accountants’ Report set out on
pages 80 to 108 of this Prospectus:As at
30 June 2000
$’000
As adjusted
$’000
Authorised share capital
Ordinary shares of $1.00 each
10,000
—
Ordinary shares of $0.15 each
—
10,000
5,911
10,516
Share premium
729
35
738
738
4,883
2,657
12,261
13,946
Issued and fully paid Shares
Revenue reserves
The changes in the issued and paid-up share capital of our Company and our subsidiaries in the two
years preceding the date of this Prospectus are set out on page 113 of this Prospectus under “General
and Statutory Information”.
25
SHAREHOLDERS
Our shareholders and their respective direct shareholdings immediately before and after the Invitation
are summarised below:Before the Invitation
No. of Shares
%
After the Invitation
No. of Shares
%
Directors
Toh Soon Huat
(1)
33,760,360
57.11
33,760,360
48.16
5,910,990
10.00
5,910,990
8.43
—
—
—
—
591,100
1.00
591,100
0.84
Tay Beng Chuan
—
—
—
—
Wong Meng Yeng
—
—
—
—
5,910,990
10.00
5,910,990
8.43
4,237,150 *
6.04
5,910,990
8.43
Phua Ah Kow (2)
(3)
Chong Hon Kuan Ivan *
Substantial Shareholders (5% or more)
NTUC Income
(3)
Lee Kek Choo (1)
Phua Siew Hua @ Chearn Siew Hua
4,237,150 *
(2)
5,910,990
7.17
10.00
Name of Shareholders of less than
5% who are related to our Directors or
Substantial Shareholders
Toh Loo Heok
Employees
(4)
1,773,300 *
3.00
1,773,300 *
2.53
1,015,000 *
1.72
1,015,000 *
1.45
Public
—
—
11,000,000
15.69
59,109,880
100.00
70,109,880
100.00
Notes:1.
Lee Kek Choo is the wife of Dr Toh Soon Huat. As such, Dr Toh Soon Huat is deemed to have an indirect interest in the
Shares held by Lee Kek Choo.
2.
Phua Siew Hua @ Chearn Siew Hua is the wife of Phua Ah Kow. As such, Phua Ah Kow is deemed to have an indirect
interest in the Shares held by Phua Siew Hua @ Chearn Siew Hua.
3.
Goh Cheng Chua Silvester, who is an Assistant General Manager of NTUC Income, is appointed as a Director to
represent NTUC Income’s interest in our Company.
4.
Toh Loo Heok is the sister of Dr Toh Soon Huat. As such, Dr Toh Soon Huat is deemed to have an indirect interest in
the Shares held by Toh Loo Heok.
*
Subsequent to the Extraordinary General Meeting held on 4 December 2000, Lee Kek Choo transfered 1,015,000 of
her Shares to 25 of our employees and 1,773,300 of her Shares to Toh Loo Heok. In addition, she sold 591,100 Shares
to Chong Hon Kuan Ivan for a total consideration $138,908.50.
Save as disclosed above, there are no family relationships among the substantial shareholders and
Directors of our Company.
26
MORATORIUM
As evidence of our shareholders’ commitment to our Group, Dr Toh Soon Huat, Phua Ah Kow, Lee Kek
Choo, Phua Siew Hua @ Chearn Siew Hua and NTUC Income who in aggregate hold 55,730,480
Shares, representing 48.16 per cent., 8.43 per cent., 6.04 per cent., 8.43 per cent. and 8.43 per cent.
respectively of our enlarged issued share capital after the Invitation, will not transfer, assign or
otherwise dispose of any part of their respective shareholdings in our Company for a period of 12
months commencing from the date of our admission to the Official List of the SGX Sesdaq.
Dr Toh Soon Huat, Phua Ah Kow, Lee Kek Choo, Phua Siew Hua @ Chearn Siew Hua and NTUC
Income will also retain for a further period of 12 months thereafter, at least 50.0 per cent. of their
respective shareholdings in our Company.
GROUP STRUCTURE
Our Group structure after the Invitation is as follows:-
Others
(including
employees)
Phua Ah Kow(1)
2.3%
Dr Toh Soon Huat(2)
16.9%
NTUC Income
56.7%
Public
8.4%
15.7%
100.0%
100.0%
Novena Furnishing Centre
Pte Ltd
100.0%
Castilla Design
Pte Ltd
100.0%
Novena Investment
Pte Ltd
100.0%
The White Collection
Pte Ltd
Dorino Furnishing Pte Ltd
(Dormant)
60.0%
75.0%
Shenzhen Calo Novena
Furniture Co., Ltd.
Suzhou Novena Furniture
Co., Ltd.
Notes:(1) Includes the shareholdings of Phua Siew Hua @ Chearn Siew Hua, who is the wife of Phua Ah Kow.
(2) Includes the shareholdings of Lee Kek Choo, who is the wife, and Toh Loo Heok, who is the sister of Dr Toh Soon Huat.
27
HISTORY
We were incorporated in Singapore on 4 November 1993 as a private company limited by shares. In line
with the change of our status to a public limited company, we changed our name to Novena Holdings
Limited on 7 December 2000.
In 1984, our business was established by Dr Toh Soon Huat, our Deputy Chairman and Chief Executive
Officer, who with an initial capital outlay of $30,000, founded Eng Choon Huat Lighting and Furniture
Decoration and commenced selling furniture from a HDB shop house in Jurong East.
In 1985, we opened our first retail outlet at Novena Villas (opposite the Novena Church). We changed
our name to Novena Furnishing Centre that same year.
In 1987, we incorporated the first of our Group companies, NFC, with the aim of expanding our retail
business in the domestic market through active participation in furniture exhibitions and setting up of
retail outlets in strategic locations in Singapore, such as Bukit Timah and World Trade Centre.
In 1993, our Company was incorporated as an investment holding company for the purpose of
restructuring our business and execution of our expansion plans. In that same year, we acquired our
first property from Jurong Town Corporation (“JTC”) at 47 Sungei Kadut Avenue. This site was acquired
to establish a three-storey building to house our corporate headquarters, display centre, warehouse and
manufacturing facilities. The building was completed in January 1994 at a cost of approximately $5.4
million. We also concurrently acquired another piece of land from JTC at 49 Sungei Kadut Avenue to
build a three-storey factory to house our new manufacturing line. The building was completed in March
1995 at a cost of approximately $6.1 million.
In 1994, NIPL entered into a joint venture with Suzhou Huqui Economic Development Co-operation
(“SHEDC”) to set up a new manufacturing plant in Suzhou to manufacture our own product range.
SHEDC is a co-operative set up by the Huqui town government to oversee the economic development
of the Huqui town. Huqui is a town within the Suzhou province in the PRC. SHEDC has a landbank of
more than 0.67 million sq.m.. This co-operative has joint ventures with foreign investors from
Singapore, Japan, Taiwan and Hong Kong in businesses such as manufacturing of electronic and
electrical products, plastic manufacturing, food processing, and furniture manufacturing. SNF was
incorporated as the joint venture company with NIPL owning 75 per cent. of the shareholdings and the
joint venture partner holding the remaining 25 per cent.. SNF purchased a piece of land on a 50-year
lease in 1994 and phase I of the construction comprising one factory block and two blocks of staff
quarters was completed in 1996. In that same year, we transferred our production line from Singapore
to Suzhou.
In 1994, we decided to expand our customer base and Castilla was incorporated to take advantage of
the market potential of Italian quality furniture and furnishings as a result of the improving Singapore
economy in the 1990s. This improvement translated to increased consumer spending and aspirations
for higher living standards. Castilla’s first outlet was set up in The Furniture Mall at the Plaza along
Beach Road in July 1994. A full range of products including furniture for the living room, dining room,
bedroom and accessories were imported from Italy targeting the mid to high range consumer market.
Additional outlets were opened in Park Mall and World Trade Centre in 1995 and 1997 respectively.
During this same period, NFC expanded its retail operations by establishing a new outlet in The
Furniture Mall.
In 1995, we acquired the sole agency for the Dickson Beech range of furniture from Hong Kong. This
range utilises the advanced “Veneering after Edging” technology on the European red and white beech
wood to create the original solid wood impression. This is a veneer surface finishing technology for
edges. Normal edge finishing is not able to cover the entire edge and is also not able to do round
edgings. “Veneering after Edging” technology allows the above to be done. Separate outlets were set
up at The Furniture Mall and Park Mall. We also started our manufacturing activities to complement our
existing core business in furniture retail so as to provide quality and durable products at affordable
prices to our customers. Machinery were moved into our newly completed factory at 49 Sungei Kadut
Avenue in the beginning of 1995 and production started by the 3rd quarter of the same year.
28
In 1996, the lower land and labour costs in the PRC meant that this was a lower cost production option
for us, which would enable us to be more competitive in our furniture production. Thus, we relocated our
main production line from Singapore to Suzhou. Also, SCNF was established in Shenzhen as a joint
venture with Shenzhen Calo Industrial Development Co. (“SCIDC”) with us owning 60 per cent. of the
shareholding and our joint venture partner holding the remaining 40 per cent. SCIDC was founded in
1980 and is wholly owned by the PRC government. It is in the business of manufacturing and
distribution of furniture. Its main products include mattresses, sofa sets, office furniture, hotel furniture
and other home furniture. We utilised our joint venture partner’s existing facilities to set up our second
factory in the PRC to cater to the PRC market (and in particular the Guangzhou province market). The
factories in Suzhou and Shenzhen, besides serving our retail operations, also provide support for our
export activities and doubles up as our warehouse. In the same year, NFC also set up a new outlet at
The Home Trend, World Trade Centre.
In 1998, we entered into an agreement with NTUC Income to provide credit purchases of our furniture
and furnishings to all their qualified policyholders (approximately 700,000 policyholders in total) through
an Easi-instalment scheme. During the same year, we were awarded the Excellent Business
Development Award (Local and Overseas) for our innovative business development projects in the local
and overseas market by the Furniture & Interior Advisory Committee (“FIRAC”) of the Singapore
Furniture Association. In addition, Castilla was named by The Association of Small and Medium
Enterprises in the SME 500 award. This ranking exercise was in recognition of SMEs in Singapore
based on sales, profit, change in profit and sales as well as return on total shareholders’ equity. In line
with our expansion, NFC also opened another new outlet at the International Merchandise Market
(“IMM”).
In 1999, we were awarded the Excellent Sales Award by FIRAC. NFC expanded further by setting up
more outlets at Marina Square, Paya Lebar Road and Jalan Kilang Barat. The TWC range was also
introduced to cater to the needs of consumers seeking modern contemporary lifestyle furniture. The first
outlet opened at The Furniture Mall in 1999.
In 2000, we were ranked 32 nd in the Enterprise 50 Award (organised by Business Times and Andersen
Consulting). TWC was awarded the FIRAC Top Achievement in Quality Service Award. Also, we
opened an outlet each for TWC at Park Mall, NFC at Hong Aik Industrial Building, NFC and TWC at
Hougang Plaza and NFC at Woodlands Civic Centre.
Currently, we have offices in both Singapore and the PRC. In Singapore, we have 20 outlets to provide
convenient accessibility to our customers. Similarly, we have penetrated the PRC market and
established two factories in Shenzhen and Suzhou. Over the years, we have also expanded our export
activities and have increased our product range and variety.
BUSINESS
Corporate Vision
Our corporate vision is to be a leading one-stop home furniture and furnishings provider and to achieve
excellence in customer service and good value and quality for our products through our commitment in
providing:•
•
•
•
•
•
•
a wide range and variety of products;
competitive pricing;
aesthetically appealing, comfortable and durable products;
easily accessible retail outlets with conducive display environment;
capacity in quantity purchase and stock availability;
constant staff training and upgrading programs to improve our service standards; and
consistent improvements in product design and technology.
Principal Business Activities
We are principally an investment holding company. Our Group’s core business is in the manufacture
and retail of household furniture and furnishings under four different brand names, namely Novena,
Castilla Design, Dickson Beech and The White Collection. Each of these brands is distinct in style and
range and is targeted at different groups of consumers who have different lifestyle expectations. Our
product range includes furniture and furnishings for every room in the home and other Accessories. Our
secondary activities include export and wholesale of household and office furniture and furnishings.
29
Retailing
With our wide range of furniture and furnishings under each of our four brands, we are able to cater to
most segments of the retail market. Our range of products for the various parts of the home include the
following:Rooms
Product Category
Living room
Sofa sets
Coffee and side tables
Hall Cabinets
Accessories
Dining room
Dining tables
Dining chairs
Buffet hutches
Bedroom
Beds
Mattresses
Night tables
Dressers
Mirrors
Wardrobes
Accessories
Others
Office furniture
Furnishings accessories
An analysis of our customer base by household income is as follows:Classification
Household Income Per Month
High Income
Middle Income
Low Income
$8,000 & above
Between $1,501 to $7,999
$1,500 & below
The following is an analysis of our customer base and the positioning of our respective brands:-
30
Sector
Brands
Castilla
Overlapping between Castilla and
The White Collection & Dickson Beech
Overlapping between Novena and
Novena
A description of our respective brands is as follows:-
Novena
The Novena collection comprises a full range of home furniture and furnishings for the living room,
dining room, children’s room, bedroom as well as home Accessories. Products for retail under this
brand include our in-house manufactured furniture, as well as a wide range of furniture products from
other local and overseas manufacturers which are imported from the South East Asian region. This
collection of economical and practical home styles cater to the mass markets. It provides a wide
variety of choices in colour and design for each product category.
Dickson Beech
The Dickson Beech collection carries a full range of co-ordinated quality European styled home furniture
and furnishings. Every piece of furniture is individually crafted using beech wood and incorporating the
“Veneering after Edging” technology to give it a solid wood impression. The furniture is produced with
seemless edging and has practical functions such as durability and anti-weathering protection. This
collection is targeted at professionals and businessmen.
Castilla Design
Italy has been one of the leaders in fashion and design trend. Castilla Design defines fine Italian
furniture, renown for their craftmanship. The collection covers the full range of Italian contemporary
lifestyle from living room, dining room, and bedroom to Accessories. Castilla Design displays the
current Italian trends in stylish and luxurious living. The collection targets the group of customers
seeking contemporary living, in particular executives, managers, professionals and businessmen.
The White Collection promotes simple modern lifestyle. It comprises furniture and furnishings for the
living and dining room. The uniqueness of this collection is in the furniture design and colour schemes,
which embraces modern design. Modern technology and materials are utilised to create the sleek lines
and modern attraction of each piece of furniture. The White Collection aims to provide alternatives and
solutions to the young working professionals with wide selections at affordable price ranges.
On a Group basis, Novena and Dickson Beech contributed approximately 71.4 per cent. of our turnover
while Castilla and The White Collection contributed approximately 16.8 per cent. and 4.3 per cent.
respectively of total turnover for the 6 months ended 30 June 2000. The remaining contributions were
from the PRC and Dorino of 7.3 per cent. and 0.2 per cent. respectively.
Wholesale & Export
Our in-house manufactured products include furniture for the living room, bedroom, children’s room and
other Accessories. They are sold on a wholesale basis to other furniture retailers in Singapore under
the brand name “Artiwood” through Novena and within PRC under the brand name Novena through
SCNF and SNF to widen our distribution network. Our products are also exported to countries like
South Africa, Taiwan, Philippines and Japan under the Novena brand. For the 6 months ended 30 June
2000, the wholesale and export business contributed approximately 13.7 per cent. of our Group’s
turnover.
31
E-commerce
Electronic transactions are progressively replacing the traditional methods of business transaction. We
have set up two B2C furniture portals to provide online shopping for the Singapore market in October
2000. The objectives are to create an online brand identity for our business, build brand loyalty, and to
generate revenue from our furniture portal. We have 2 separate portals, namely “e-novena.com” and “icastilla.com”. “e-novena.com” features 3 brands of products by Novena, Dickson Beech and The White
Collection. “i-castilla.com” features Italian products by Castilla. The 2 portals are linked to our Group’s
website, “novenaholdings.com”, which features our corporate profile and information.
Manufacturing
Our furniture is manufactured in our 2 factories in the PRC, but we also source our products from other
factories in Asia and Europe. We manufacture quality bedroom sets and furniture for living rooms and
Accessories for local distribution as well as to South Africa, Taiwan, Philippines and Japan. The unique
feature of our production is that our furniture is produced in KD panel components, which we term as
“KD furniture”. They are packed in panel form and are only assembled on-site upon delivery. The
benefits of our KD furniture are as below:1.
2.
3.
4.
5.
space saving which results in reduced operational costs;
easy storage and thus increased production efficiency;
easy handling which results in reduced damage during transportation;
ease of replacement for damaged parts; and
lower transportation charges as more furniture may be transported at a time.
We have established manufacturing facilities in the PRC. For the nine months up to 30 September
2000, information on our manufacturing facilities is set out below:-
Average Manufacturing Capacity
Estimated Utilisation
Suzhou
300 bedroom sets per month
75%
Shenzhen
350 bedroom sets per month
88%
Location
Note: A bedroom set comprises a total of 5 pieces of furniture.
Our main raw materials are timber or wood, glass, hardware and lacquer. These raw materials are
sourced principally from within the PRC. We are not reliant on any one supplier as these are common
items of which there are other comparable suppliers in the PRC.
Our manufacture of furniture generally involves a six-stage process encompassing:1.
2.
3.
4.
5.
6.
research & development;
production planning;
raw material cutting and precision machining;
surface finishing;
final finishing; and
assembly & packing.
32
Refer to the flowchart below for a summary of the production process.
Flowchart Of Our Production Process
Research &
Development
Design &
Development
Sales
Analysis
Production Planning
Master Production &
Raw Material
Purchasing
Raw Material Cutting
& Precision
Machining
•
•
•
•
•
Surface Finishing
Final Finishing
Lacquer
Treatment
Direct
Treatment
Machine
Sanding &
Base Coat
Finishing
Fine Sanding
Top Coat &
Final Finishing
Parts
Assembly
Finished
Product
Packing
Legend
Quality Inspection
Customers
Material Cutting
Alignment Cutting
CNC Routing
Edge Bending
CNC Boring
Polishing
Assembly & Packing
Orders
Delivery
33
Research & Development (“R&D”)
We have 2 R&D teams with one each located in Suzhou and Shenzhen respectively. Our R&D teams
comprise the designing team personnel, product development personnel, and material sourcing team
personnel. Representatives from each R&D team are required to travel to international furniture fairs to
gather information on latest trends in design, style, colour scheme, new technology and materials. For
the past 2 years, we spent approximately $0.2 million each year on R&D, which comprises salaries and
related expenses, materials for product development, equipment for designing and travel expenses.
Information gathered from the market on trends and styles are also carefully analysed in the process of
our product design and development. The acceptability and response rate of a new model is dependent
on factors like creativity, design, functionality, practicality and safety. Once a prototype is completed, it
is subject to the scrutiny by the department heads from production and marketing. Comments are then
carefully analysed for further improvement before mass production. While waiting for the final prototype
to be completed, the marketing department will gather information on customers’ response on design,
pricing and possible order quantity. Upon the final prototype being completed, the production and
marketing department heads will decide on the production quantity and distribution, taking into
consideration raw material quantity, production time required, customers’ response and orders.
Production Planning
Orders from the marketing department are inserted into the master production schedule to map out the
production time required for each order and raw material planning. Production planning is usually done 3
months ahead with intermediate changes to factor in changes in market demand and raw material stock
level. Under normal circumstances, our delivery time from the factory is approximately 45 days from
the day of order confirmation.
Raw Material Cutting & Precision Machining
With the Bills of Materials for every model, the information is scheduled into the Panel Sizing Machine
which generates an optimisation program to maximise the usage of materials during the cutting
process. After the panels are cut to the required size, they are then sent for alignment cutting, which
requires a high level of accuracy and is vital to the production of wardrobes and display cabinets.
Computer Numeric Controlled (“CNC”) Routing Machines are used for shaping of materials. They are
like robotic arms which increase productivity by up to 70 per cent. in terms of speed and quality. Edge
Bending Machines are used for sealing, cutting, trimming, beveling and polishing of panel edges. CNC
Precision Machines, featuring 29 spindles and 3 routers and having an accuracy of 99 per cent. on each
assembly hole or routing works, are used for KD panel manufacturing.
Before sending the unfinished panel for surface finishing, quality inspection is conducted to check for
defects, for example, like inconsistency in sizes, positions, alignments and defects in edge finishes.
Surface Finishing
Unfinished panels requiring painting will be sent for sanding and base coating through an Overhead
Finishing Conveyor. The Overhead Finishing Conveyor is space saving and three times more efficient
than the normal floor conveyor.
Final Finishing
Panels with finished surfaces and panels that do not require painting are then sent for fine sanding, top
coating and final finishing. Our sanding machines, which have features of “Computer Electronically
Controlled Sensor” ensure high quality finishes. Upon final finishing, quality inspection is conducted to
check for adhesiveness, levelling and any other defects in paint work before sending the panels for
polishing.
34
Assembly and Packing
The final finished panels are then sent for assembly. The Assembly Division consists of skilled workers
perfor ming different functions of assembly. All movements are controlled by floor conveyors to
minimise wastage in time and to reduce damage caused by human movement. The completed
products have to go through a quality inspection to check for defects in assembly and overall quality
before sending for packing and delivery either to customers or warehouse for storage.
Quality Control (“QC”)
We recognise the importance of providing and maintaining a high level of service and product quality.
Quality is monitored at every stage of our production chain from raw material processing to finished
product packing.
New models produced by the R&D team are subjected to a review process to ensure that they meet
important quality criteria in respect of functionality, creativeness and practical contents. Before any raw
materials from new suppliers are accepted, our QC team will ensure that the quality of the materials
complies with our standards before sending to the factory.
In our manufacturing process, we emphasise the importance of performing quality checks at every
stage of the production process from raw materials cutting at the beginning to finished products
delivery. We have invested in CNC Precision Machines to achieve high accuracy of assembly hole or
routing works. This is especially important to KD furniture to perform assembly on-site. Our sanding
machines have features of “Computer Electronically Controlled Sensor” to ensure high quality finish.
QC checks are conducted before sending unfinished panels for surface finishing to detect defects like
inconsistency in sizes, positions, alignments and defects in edge finishes. Upon final finishing, we
perform QC checks for adhesiveness, levelling and any other defects in paint work before sending the
products for polishing.
We have worked on streamlining our production process to ensure that the process incorporates quality
assurance. Whenever possible, we have applied automation and adopted mass customisation concept
to the production process to ensure that quality of workmanship is consistent throughout. For any
rejection of material or products, they are re-cycled to the R&D team for product development usage.
When our products arrive in Singapore, we again perform checks for defects before retailing the same
to our customers.
Advertising and Promotion
We place great importance and efforts in our branding, advertising and promotion programs. For
FY1997, FY1998, FY1999 and the 6 months ended 30 June 2000, we spent approximately $0.9 million,
$0.7 million, $1.1 million and $0.5 million respectively on advertising and promotion and will continue to
maintain a budget of approximately $1.0 million annually to build our branding position in the market.
We promote our products through advertisements in the newspapers (which is our main media),
brochures, flyers, bus-stop stands, advertising billboards at strategic locations, sponsorship of major
public events and major trade publications. Over a million copies of colour brochures are printed each
year to highlight our latest range of products and designs available and distributed islandwide in
Singapore. Our other promotional activities include joint promotions with other organisations and giving
away of free gifts and cash vouchers.
Marketing, Distribution and Sales
We currently operate 20 outlets in Singapore with a total sales area of over 9,000 sq.m.. Our newest
outlets are at Hougang Plaza which was opened in November 2000 and retails furniture and furnishings
by The White Collection, Novena and Dickson Beech and at Woodlands Civic Centre by Novena which
opened in December 2000.
35
The location of each of our brand’s outlets are as below:Location
Novena
#02-22/23/24 The Plaza, Furniture Mall
#03-131/132/133 Marina Square
#03-58/59 World Trade Centre
#02-07 Hougang Plaza
#06-02/03/04 Woodlands Civic Centre
#01-00 Hong Aik Industrial Building
12 Jalan Kilang Barat
174 Paya Lebar Road
Dickson Beech
#03-13 Park Mall
#03-26/27/28 The Plaza, Furniture Mall
#03-3B, 33 Sungei Kadut Avenue
Castilla Design
#03-01/08/09 Park Mall
#03-01/01A The Plaza, Furniture Mall
#02-2A/#03-3A, 33 Sungei Kadut Avenue
#03-10 Park Mall
#02-26/27 The Plaza, Furniture Mall
#02-2B, 33 Sungei Kadut Avenue
Credit Policy
We provide our wholesale customers a credit term of between 30 to 60 days. We may, in certain
cases, extend the credit terms granted to these customers. For our retail customers, the terms are
cash on delivery upon delivery and installation.
We are granted a credit term of between 30 to 90 days by our suppliers, including those supplying us
raw materials and those who sell us furniture and furnishings.
Staff Training
Being in the retail industry, we place emphasis on staff training. We regularly send our staff for external
training courses, which include front line selling skills, customer handling skills, after-sales service,
management upgrading programs and administrative skills. We send our staff to training institutions
such as the Singapore Productivity and Standards Board, Singapore Retailers Association, Singapore
Trade Development Board and other private institutions. We also conduct in-house courses and on-thejob training.
36
TRADEMARKS
Trademark 2
Trademark 1
Trademark 3
Trademark 4
Trademark 5
Trademark 6
Trademark 1
We have registered this trademark in the following countries:Country
Renewal Date
Singapore
Malaysia
Brunei
Hong Kong
Vietnam
Indonesia
22 February 2003
16 November 2002
14 November 2002
14 November 2002
18 November 2005
7 June 2005
We had also submitted an application for the registration of this trademark with the Trademark Office of
the State Administration for Industry and Commerce of PRC on 17 July 1995. We received objections
on 17 January 1996 and had filed our appeal on 26 February 1996, which was accepted in January
2000. We are currently in the process of registering this trademark. In the event that this trademark is
not registered in the PRC, we may be able to seek legal recourse under the Laws of the PRC Against
Unfair Competition which prohibits the unauthorised use of the name of a company or an individual by
another person.
37
Trademark 2
This trademark has been registered in the following countries:Country
Renewal Date
Singapore
PRC
2 March 2006
6 January 2007
Trademark 3
This trademark has been registered in the following countries:Country
Renewal Date
Indonesia
PRC
11 February 2007
6 November 2008
An application was submitted on 1 April 1997 for the registration of this trademark with the Intellectual
Property Office of Singapore. We have also made an application to register this trademark in Malaysia
on 7 April 1997. All the applications are currently pending and awaiting acceptance by the relevant
authorities. We have to-date not received any objections from the authorities.
Trademark 4
We have submitted an application for the registration of this trademark in each of the following
countries:Country
Application Date
Singapore
Hong Kong
Malaysia
Indonesia
11 May 2000
8 June 2000
27 July 2000
9 June 2000
In respect of our application to the Intellectual Property Office of Singapore, subsequent to our
application, we received confirmation of formal acceptance of the application on 7 October 2000 and
have been given instructions for advertising and are currently in the process of doing so.
Trademark 5
The trademark has been registered in Singapore and is renewable on 28 February 2006.
Trademark 6
An application was submitted on 11 August 2000 for the registration of this trademark with the
Intellectual Property Office of Singapore. We have to-date not received any examination reports or
objections from the relevant authorities.
Save as disclosed above, we do not have any other trademark which has been registered or is pending
registration.
In addition to the above trademarks, we have registered the following domain names for our Ecommerce business:1.
2.
3.
4.
5.
6.
7.
8.
novenaholdings.com
e-novena.com
i-castilla.com
e-thewhite.com
dicksonbeech.com
furnitureexport.com
novena.com.sg
castilla.com.sg
38
MAJOR SUPPLIERS
Our major suppliers accounting for 5 per cent. or more of our Group purchases during the last 3 years
and 6 months ended 30 June 2000 were as follows:Name of Suppliers
Percentage of Group Purchases (%)
30 June
1997
1998
1999
2000
Dickson Furniture Factory Company Ltd.(1)
Even Sofa Sdn. Bhd.(2)
Four Star Industries Pte Ltd(3)
Furnlink Marketing (S) Pte Ltd(4)
Ichiban Furnishing Pte Ltd(5)
Jie Ya Furniture Factory(6)
Octagon System Furniture Pte Ltd(7)
4.6
3.2
5.5
7.1
6.6
—
—
6.7
13.6
4.9
1.1
—
3.1
—
5.7
8.4
5.4
—
—
7.0
5.5
2.5
2.9
6.6
—
—
2.5
5.7
Notes:(1)
(2)
(3)
(4)
(5)
(6)
(7)
A Hong Kong incorporated company which produces our Dickson Beech range of furniture.
A Malaysia incorporated company which produces upholstered sofa.
A Singapore incorporated company which produces mattresses, divans and headboards.
A Singapore incorporated company which supplies upholstered leather and fabric sofa.
A Singapore incorporated company which supplies living, dining and bedroom furniture.
A PRC incorporated company which produces dining tables and dining chairs.
A Singapore incorporated company which produces computer tables, bedroom furniture, television sideboards and
cabinets for the living room.
None of the Directors or substantial shareholders of our Company has any interest, direct or indirect, in
the above-mentioned suppliers.
MAJOR CUSTOMERS
Our local business caters mainly to the domestic mass retail market, with some wholesale and export
activities. Our strategy of having different brands with a variety in product range, convenient locations,
acceptance of instalment payment plans and competitive prices place us in a position to serve a wider
customer base, especially the HDB markets. Over the past 15 years, we believe we have established
a customer base of over 200,000.
For the 6 months ended 30 June 2000, other than sales to Novena Majesty Industrial Furniture
Industries and Accessories Ltd, a South African company which is not related to our Group, of $1.6
million, there are no other major customers accounting for 5 per cent. or more of our turnover. In
addition, there were no major customers accounting for 5 per cent. or more of our turnover in the last 3
years.
COMPETITION
Competition in Singapore’s furniture and furnishings retail industry is intense and the number of new
furniture retailers has been increasing continuously. In our business, where consumers’ demands and
tastes are ever evolving, it is important for us not only to stay competitive in pricing, but also in style
and variety of product range.
Our Directors consider that competition in our industry varies for different segments of the market. For
Novena and Dickson Beech, our Directors consider Courts (Singapore) Ltd and Ikea Pte Ltd to be our
main competitors as we are targeting the same mass market consumers.
The White Collection features simple modern lifestyle and our Directors consider Cellini Design Centre
Pte Ltd to be our main competitor.
39
For Castilla, apart from competition from our own brands, namely The White Collection and Dickson
Beech, where there is an overlapping of customer base, our Directors consider Interhome Design Pte
Ltd and Avanti Disegno Collezione Pte Ltd to be our main competitors.
Our Directors consider the following as our competitive strengths:(a) Strong Brand Name
Our Novena brand has been in existence for 15 years and we have established ourselves as a
local homegrown manufacturer and retailer of furniture and furnishings for the home. This is
evidenced by our customer base of over 200,000. We will continue with our efforts in our
advertising and promotion programs to further strengthen our brand names and market presence.
(b) Competitive pricing
We have established strong relationships with our major suppliers, for example, we have been
doing business with Four Star Industries Pte Ltd for more than 15 years and Even Sofa Sdn. Bhd.
for more than 5 years. Our high business volume has enabled us to commit bulk orders to
suppliers, and thereby profit from economies of scale through such bulk purchase as seen from
the reduction in our cost of sales vis a vis our turnover. This has in turn strengthened our product
pricing and we are thus able to provide competitive pricing and conduct effective promotions to
reach out to our customers.
(c) Convenient and accessible outlets
Currently, all our outlets are decentralised and located islandwide. They are visible, convenient and
easily accessible to customers. We have outlets covering the central, north, east and west zones.
We have also worked closely with our landlords to create further public awareness through joint
promotion programs such as prize sponsorship in lucky draws and competitions.
(d) Strategic alliance
We are the first furniture retail group selected by NTUC Income to implement its Easi-instalment
scheme for its policy holders to purchase our furniture and furnishings. Through this strategic
alliance with NTUC Income, we were granted access to a database of an estimated 700,000 policy
holders for our marketing and promotion efforts.
(e) Wide product range and differentiated pricing
We carry a wide collection of products ranging from the economical packages to the higher end
designer collections to suit the needs of different categories of customers. Please refer to page 30
on the diagram of our customer base analysis. Each of our brands is distinct in style and range,
targeting at different groups of customers. With our product range covering every room in the
home, our customers can purchase all ranges of furniture and furnishings to furnish their entire
home.
(f)
Advanced technology
We utilise advanced computerised machinery in many stages of our production process to achieve
a high standard of cutting and precision which is critical in producing KD furniture. As KD furniture
is produced in panel components and assembled on-site, the positioning of joining holes requires
high accuracy during production. A slight mismatch will cause assembly on-site to be impossible.
We have invested in CNC precision machines which achieve a high accuracy in the positioning of
the joining holes of up to 99 per cent.. In addition, our manufacturing plant is automated to achieve
higher productivity through mass production and specialisation of processes platform to achieve
higher productivity.
40
(g) Research and Development Capability (“R&D”)
We continually improve our product range for each market segment to keep up with the everchanging market. Our R&D teams travel to Europe and Southeast Asian countries frequently to
source for quality and well-designed furniture that would appeal to the evolving demands and
tastes of an increasingly discerning and affluent populace in Singapore. At the same time, they
attend major international furniture fairs to keep updated of the latest trends and styles, which in
turn generate ideas and concepts for our own product development and production.
(h) Strong management team
Our Deputy Chairman and Chief Executive Officer, Dr Toh Soon Huat, possesses more than 15
years of experience in the furniture industry. Under his stewardship, we have, over the years, not
only established ourselves as a homegrown manufacturer and retailer of furniture and furnishings,
but have also expanded into the PRC market. In 1998, FIRAC awarded Dr Toh Soon Huat the
Businessman of the Year award. In 2000, he was nominated the Top 12 Entrepreneurs for the 12th
Rotary-ASME Entrepreneur of the Year Award 2000. We have also built up a team of capable
managers since we started our expansion in the early 1990s. The average length of service of our
management team is approximately 6 years.
(i)
Strong relationships with suppliers
We have built up strong relationships with our suppliers who are familiar with our product
requirements. Our major suppliers have been with us for more than 2 years. We regularly visit our
suppliers to monitor the progress and production of our furniture. These visits have strengthened
the relationships with our suppliers. As we have many suppliers, we are not dependent on any one
of our suppliers to increase our product range and depth. To remain competitive, we will continue
to source for new suppliers who can supply product ranges that suit the theme of our respective
brands.
(j)
Strong sourcing capabilities
We have more than 5 years of trading experience in Asia and Europe. Our trading activities
include product sourcing, purchasing, and import of furniture and furnishings from Asia and Europe
for sale in Singapore and export of our products for sale in South Africa, Taiwan, Philippines and
Japan. We also attend major trade fairs and visit major overseas retailers and manufacturers to
have an update on trends in the furniture industry. As such, we have established our contacts and
network in these countries. Further, due to the size of our turnover, we are able to commit bulk
purchases to our suppliers. As such, we are able to source for our products from a wide array of
suppliers at competitive prices.
(k) Commitment to high standards of quality
We believe that service and product qualities are critical success factors in our business. We
adopt the philosophy of continuous learning, training and improvements to ensure that our
employees are service oriented and quality conscious. To maintain service standards, our work
procedures are under constant review and our front line and support personnel attend periodic
service quality training programs to update and improve their skills and service standards. Further,
our customer service feedback system serves as a measuring tool and constant reminder to our
personnel in up-keeping the service standards set.
(l)
We have our own logistics team
We have our own logistics team to ensure better after-sales service to our customers, for example,
we are able to cater for special arrangements upon customers’ requests. We have invested in 15
delivery trucks and employ trained personnel for the delivery and installation of furniture at our
customers’ premises. Operation costs and allocation of resources during high traffic periods are
also within our control. We believe that the maintenance of high standards of service has earned
us customers’ goodwill and repeat business.
41
TURNOVER AND PROFITABILITY
Overview
A summary of our financial performance over the past three financial years and in the first half of
FY1999 and FY2000 is as follows:—————— Audited ——————
Unaudited
Audited
6 months ended
30 June
30 June
1999
2000
$’000
FY1997
FY1998
FY1999
Turnover
Cost of sales
23,805
16,123
26,771
17,680
35,290
21,411
15,710
9,650
16,946
9,787
7,682
7,252
9,091
7,767
13,879
9,858
6,060
4,151
7,159
5,347
Operating profit
Gain on disposal of associated
company
Share of loss of associated company
430
—
1,324
—
4,021
54
1,909
—
1,812
—
—
(120)
—
—
—
Profit before taxation
Taxation
430
129
1,204
(304)
4,075
(1,064)
1,909
(470)
1,812
(513)
Profit after taxation
559
900
3,011
1,439
1,299
Gross Profit
Selling, general and administrative
expenses
Our Revenue
Our main source of revenue has been from the retail activities in Singapore. From the analysis of
performance by geographical markets, retail sales in the domestic market accounted for an average of
approximately 84.6 per cent. of our total Group turnover between FY1997 to FY1999. Domestic sales is
mainly attributed to the Novena brand which contributed an average of 66.1 per cent. of the domestic
turnover between FY1997 to FY1999. Our secondary source of revenue is from our PRC operations.
Lastly, other markets include our export to mainly South Africa, Taiwan and Philippines which had
shown a rising trend from 0.9 per cent. of turnover in FY1997 to 4.6 per cent. in FY1999.
As retail and wholesale transactions account for almost all of our revenue, we are inevitably dependent
on customers’ demand. As such, we are generally affected by regional economic conditions and in
particular, the performance of the retail industry. Sustained economic growth in our major markets will
increase consumer spending and improve our sales.
Also, our sales are dependent on the acceptance of our products by consumers in our respective
markets. Any significant decline in the demand for our products as a result of a change in consumers’
preferences will result in a substantial decline in our revenue. In addition, our revenues will be affected
by the pricing of our products as well as the competition in the industry. In the event that our
competitors lower the prices of their products or increase promotional activities, our sales will be
affected accordingly.
Our Costs
Our major cost is attributed to our cost of sales and our Selling, General and Administrative expenses
(“SGA”). Cost of sales improved by 7.0 percentage points of turnover from 67.7 per cent. of turnover in
FY1997 to 60.7 per cent. of turnover in FY1999. The major factor that will affect our cost of sales is
abnormal or drastic increase in raw materials cost. Major raw materials are timber, wood, glass,
hardware and lacquer. Cost of these raw materials is primarily dependent on the demand and supply
conditions of the market, as well as severe climatic changes such as severe drought or frost or forest
fire in the country of production.
Our SGA comprises mainly salaries and related expenses, rental and advertisement and promotion
expenses. Our SGA is dependent primarily on changes in our business activities such as the opening
of new outlets and the introduction of new products.
42
Performance by Market Segment
Our current manufacturing activities are centralised in the PRC (by SCNF and SNF) while our retail
business is concentrated in Singapore through 4 different brands, namely Novena (by NFC), Dickson
Beech (by NFC), Castilla Design (by Castilla) and The White Collection (by TWC). Each brand targets
and caters to different consumer groups in the Singapore retail market. Our analysis of the trend of
performance figures generated by each subsidiary carrying a different brand reflects the trend and
profitability of each market segment served.
A breakdown of our Group’s turnover and pre-tax profit by market segment during the past three
financial years and 6 months ended 30 June 1999 and 30 June 2000 is as follows:Turnover
———————————— Audited ————————————
$’000
FY1997
NFC
13,355
56.1
14,373
53.7
23,618
66.9
10,216
65.0
12,106
71.4
7,510
31.6
8,383
31.3
7,927
22.4
4,012
25.6
2,851
16.8
TWC
—
—
—
—
196
0.6
—
—
725
4.3
Dorino
—
—
—
—
26
0.1
—
—
31
0.2
SCNF
2,671
11.2
2,523
9.4
1,875
5.3
915
5.8
661
3.9
SNF
269
1.1
1,492
5.6
1,648
4.7
567
3.6
572
3.4
Total
23,805
100.0
26,771
100.0
35,290
100.0
15,710
100.0
16,946
100.0
Castilla
%
FY1998
%
FY1999
%
—— Unaudited —— —— Audited ——
6 months
6 months
ended
ended
30 June
30 June
1999
%
2000
%
Pre-tax profit
———————————— Audited ————————————
%
FY1998
$’000
FY1997
NFC
162
37.7
823
68.4
3,356
82.3
1,446
75.7
1,444
79.7
Castilla
190
44.2
385
32.0
828
20.3
446
23.4
112
6.2
TWC
—
—
—
—
47
1.2
(20 )
(1.0 )
44
2.4
Dorino
—
—
—
—
(30 )
(0.7 )
(9 )
(0.5 )
30
1.6
SCNF
198
46.0
270
22.4
—
—
82
4.3
324
17.9
SNF
(120 )
(27.9 )
(274 )
(22.8 )
(126 )
(3.1 )
(36 )
(1.9 )
(142 )
(7.8 )
Total
430
100.0
1,204
%
FY1999
100.0
4,075
43
%
6 months
6 months
ended
ended
30 June
30 June
1999
%
2000
%
100.0
1,909
100.0
1,812
100.0
Performance by Geographical Markets
A breakdown of our Group’s turnover and pre-tax profit by geography during the past three financial
years and 6 months ended 30 June 1999 and 30 June 2000 is as follows:Turnover
———————————— Audited ————————————
$’000
FY1997
%
FY1998
%
FY1999
%
6 months
6 months
ended
ended
30 June
30 June
1999
%
2000
%
Singapore 20,578
86.5
21,902
81.8
30,148
85.4
13,624
86.7
13,872
81.8
PRC
3,006
12.6
4,107
15.3
3,523
10.0
1,482
9.4
1,233
7.3
221
0.9
762
2.9
1,619
4.6
604
3.9
1,841
10.9
23,805
100.0
26,771
100.0
35,290
100.0
15,710
100.0
16,946
100.0
Others
Total
Pre-tax profit
———————————— Audited ————————————
$’000
FY1997
Singapore
%
FY1998
%
FY1999
%
6 months
6 months
ended
ended
30 June
30 June
1999
%
2000
%
304
70.7
1,048
87.1
3,872
95.0
1,741
91.2
1,247
68.8
PRC
88
20.5
10
0.8
(125)
(3.0)
46
2.4
182
10.1
Others
38
8.8
146
12.1
328
8.0
122
6.4
383
21.1
430
100.0
1,204
100.0
4,075
100.0
1,909
100.0
1,812
100.0
Total
REVIEW OF PAST PERFORMANCE
An analysis of our operating results from January 1997 to June 2000 is provided below:FY1998 vs FY1997
Turnover
Our turnover for FY1998 increased by $3.0 million or 12.5 per cent. from $23.8 million in FY1997 to
$26.8 million in FY1998 due mainly to the increase in the number of designs that we carry for each
product as well as promotional efforts through direct factory sales. Our product range includes
complete sets of furniture for the living rooms, dining rooms and bedrooms. We are therefore able to
offer package deals on our range of products to customers since they enjoy greater savings with
package deals. In addition, the direct factory sales connotes a cheaper range of furniture and this was
an attractive feature to customers in FY1998 due to the economic slowdown as many were looking for
savings in household expenditure. A new Novena outlet was opened at IMM, which also boosted
domestic retail sales in FY1998.
Our sales in the PRC market grew by $1.1 million or 36.6 per cent. from $3.0 million in FY1997 to $4.1
million in FY1998. This was mainly due to the factory in Suzhou being fully operational in FY1998 as
compared to FY1997. In view of the larger capacity and better production facilities available in Suzhou,
we were able to meet the demand for our products in the PRC market in FY1998.
44
Export to other countries jumped by 244.8 per cent. due primarily to the successful introduction of a
wider range of products, principally from Novena, to the South African market. Our sales to the South
African market increased by 680.5 per cent..
Cost of Sales
Our cost of sales climbed by 9.7 per cent. due mainly to the growth in our turnover. However, it had
improved by 1.7 per cent. as a percentage of turnover from 67.7 per cent. in FY1997 to 66.0 per cent. in
FY1998. We were able to reduce our cost of sales as we attended exhibitions to source for new
suppliers who were direct manufacturers and therefore cut down on the cost of intermediaries. The
shifting of our operations to the PRC also contributed to the reduced cost of sales.
Gross Profit
Our gross profit increased by $1.4 million or 18.3 per cent. from $7.7 million in FY1997 to $9.1 million in
FY1998. Our gross profit margin improved by 1.7 percentage points from 32.3 per cent. in FY1997 to
34.0 per cent. in FY1998. The improvement was mainly due to a lower increase in cost of sales relative
to the increase in turnover.
Selling, General and Administrative expenses
SGA increased by $0.5 million or 7.1 per cent. from $7.3 million in FY1997 to $7.8 million in FY1998
due to our expansion in operations to cater for our business growth, which arose mainly from salaries
and related expenses, rental and interest expense. Salaries and related expenses increased by $0.3
million from $2.2 million in FY1997 to $2.5 million in FY1998. Rental increased by $0.1 million from $2.2
million in FY1997 to $2.3 million in FY1998 due to the opening of a new outlet at IMM for our Novena
brand. Interest expense increased by $0.1 million from $1.0 million in FY1997 to $1.1 million in
FY1998.
Profit before tax
We achieved a profit before tax increase of $0.8 million or 180 per cent. from $0.4 million in FY1997 to
$1.2 million in FY1998. This translated into 4.5 per cent. of turnover for the year compared to 1.8 per
cent. in the previous year. The main contribution to the pre-tax profit was from the domestic market,
mainly our Novena brand. The increase in profit before tax had been the result of an increase in
turnover by 12.5 per cent. as compared to the lower increases in cost of sales and SGA expenditure by
9.7 per cent. and 7.1 per cent. respectively.
FY1999 vs FY1998
Turnover
Our turnover increased by $8.5 million or 31.8 per cent. from $26.8 million in FY1998 to $35.3 million in
FY1999. Sales of our Novena brand and Dickson Beech increased by $9.2 million or 64.3 per cent. as
compared to FY1998. This constituted 66.9 per cent. of our turnover in FY1999 compared to 53.7 per
cent. in FY1998. The increase in our turnover was mainly due to the 3 additional outlets opened for the
Novena brand and the creation of a new brand and range of furniture, namely The White Collection with
a new outlet set up within the same year. Total additional retail space was increased by 3,977.5 sq.m.
These outlets were profitable from their first year of operation and contributed 27.4 per cent. of domestic
sales in FY1999. Sales from all the existing outlets also generally improved with some outlets
achieving an increase as high as 55 per cent..
Our turnover in the PRC market decreased by $0.6 million or 14.2 per cent. as SCNF’s sales in the PRC
market had declined by 25.7 per cent.. Sales volume had increased but we had to lower our prices due
to increasing competition experienced in FY1999. With the opening of four new outlets in Singapore
during the year, we diverted the sales of SCNF from the PRC to meet the increased demand from our
new Singapore outlets. SCNF’s sales to Singapore had increased from $0.8 million or 24.8 per cent. of
its turnover in FY1998 to $1.8 million or 49.2 per cent. of its turnover in FY1999.
45
Our export sales had also recorded an increase of $0.8 million or 112.5 per cent. from $0.8 million in
FY1998 to $1.6 million in FY1999. The increase was largely due to our sales to the South African
market which increased by $0.8 million as we were able to source for an appropriate product range for it.
Cost of Sales
Our cost of sales improved by 5.3 percentage points of turnover from 66.0 per cent. of turnover in
FY1998 to 60.7 per cent. of turnover in FY1999. The increase in turnover in FY1999 resulted in
increases in our requirements for furniture and raw materials, which were met through bulk orders from
suppliers and our factories in the PRC, thereby reducing our cost of sales.
Gross Profit
Our gross profit increased by $4.8 million or 52.7 per cent. from $9.1 million in FY1998 to $13.9 million
in FY1999. Our gross profit margin improved by 5.3 percentage points from 34.0 per cent. in FY1998 to
39.3 per cent. in FY1999 as a result of a 31.8 per cent. increase in turnover compared to a 21.1 per
cent. increase in cost of sales.
Our SGA expenses increased by $2.1 million or 26.9 per cent. from $7.8 million in FY1998 to $9.9
million in FY1999. As a percentage of turnover, SGA expenses improved by 1.1 per cent. from 29.0 per
cent. of turnover in FY1998 to 27.9 per cent. in FY1999. The improvement was mainly due to the lower
utilisation of bank overdraft from $4.1 million in FY1998 to $3.3 million in FY1999 and hence a reduction
in interest expense of $0.2 million. The increase of $2.1 million was mainly attributed to advertisement
and promotion, salaries and related expenses, rental and depreciation expense. Our advertising and
promotion expenditure increased by $0.4 million or 51.3 per cent. from $0.7 million in FY1998 to $1.1
million in FY1999 due mainly to higher advertising expenses to promote the opening of our four new
outlets. Salaries and related expenses increased by $0.9 million or 37.7 per cent. from $2.5 million in
FY1998 to $3.4 million in FY1999. This increase in manpower was necessary for the growth in turnover
in FY1999. Rental expense increased by $0.6 million or 24.8 per cent. from $2.3 million in FY1998 to
$2.9 million in FY1999 due to the opening of 3 more outlets for our Novena brand and a new outlet for
TWC. Depreciation and amortisation expenses increased by $0.2 million or 12.5 per cent. from $1.2
million in FY1998 to $1.4 million in FY1999. This was due to the addition in fixed assets of motor
vehicles, which was necessary to cater for the expansion of our logistic operations and increased
turnover in FY1999.
Profit before tax
Our profit before tax increased by $2.9 million or 238.5 per cent. from $1.2 million in FY1998 to $4.1
million in FY1999, with our profit before tax margin improving by 7.0 per cent. from 4.5 per cent. of
turnover in FY1998 to 11.5 per cent. in FY1999. The increase in our profit before tax was mainly due to
the increase in the turnover of our Novena brand in the domestic and export market and the
improvement in our cost of sales through bulk purchases and lower cost of production at our PRC
factories.
Our PRC operations incurred a marginal loss of $0.1 million in FY1999. This was because SNF had
been bearing the cost of fixed assets which remained under-utilised, namely high depreciation cost and
interest expenses.
46
Six months ended 30 June 2000 vs six months ended 30 June 1999
Turnover
Our Group achieved a turnover of $16.9 million for the first half of 2000 compared to $15.7 million in
turnover for the same period last year. Our Novena brand contributed $12.1 million or 71.4 per cent. of
our Group’s turnover during the period, representing an increase of $1.9 million over sales for the half
year ended 30 June 1999. This was mainly attributed to two new outlets opened in April 1999 and a
large outlet opened towards the end of FY1999 being fully operational during the period ended 30 June
2000. Similarly, The White Collection, which was launched in March last year had achieved sales of
$0.7 million as at 30 June 2000. The growth in sales was the result of a new outlet opened at Park Mall
in March 2000. Sales of our Castilla brand declined by $1.2 million compared to the same period last
year due to relocation and consolidation of our outlets to Castilla’s new outlet at 33 Sungei Kadut
Avenue, which began operations in the last quarter of FY2000.
Compared to the same period last year, our export sales increased by $1.2 million and accounted for
10.9 per cent. of our Group’s turnover on the back of higher sales volume to the South African market.
During the first half of FY2000, sales in the PRC market amounted to $1.2 million, which was a
decrease of $0.2 million from the same period last year due to stiffer competition which resulted in
lower selling prices for our range of furniture.
Cost of Sales
For the first half of FY2000, our cost of sales amounted to 57.8 per cent. of turnover which was lower
compared to 61.4 per cent. for the same period in FY1999. This was mainly attributed to savings from
bulk orders from our suppliers as well as lower production cost at our factories in the PRC.
Gross Profit
Our Group attained an overall gross profit of $7.2 million or gross profit margin of 42.2 per cent. for the
first 6 months of FY2000. This is an improvement of 3.6 percentage points over the gross profit margin
of 38.6 per cent. in the same period last year. The improvement in gross margin was mainly attributed
to the lower cost of sales as described above.
SGA amounted to $5.3 million by end June 2000 or 31.6 per cent. of turnover compared to $4.2 million
or 26.4 per cent. during the same period last year. The increase was mainly due to salaries and related
expenses, rental expense as well as depreciation and amortisation expense. Salaries and related
expenses rose to $1.9 million from $1.3 million due to an increase in headcount, as a result of our
expansion. Rental expenses amounted to $1.9 million or an increase of $0.5 million compared to the
same period last year as more outlets were fully operational this year. Depreciation and amortisation
expenses amounted to $0.8 million for the first half of FY2000 compared to $0.6 million for the first half
of FY1999 due to acquisition of motor vehicles and renovation of our new outlets.
Profit before tax
Despite improvement in turnover and gross margin, our profit before tax for the first half of FY2000
declined marginally by $0.1 million or 5.1 per cent. to $1.8 million compared to $1.9 million recorded in
the first half of FY1999. The decline was mainly attributed to higher SGA during the period as a result
of higher salaries, depreciation of fixed assets and outlet rental expenses.
47
PROFIT FORECAST
Barring unforeseen circumstances and based on the assumptions set out below and taking into account
the audited results for the six months ended 30 June 2000, our Directors expect the Group to achieve a
turnover of $35.2 million and profit before tax of approximately $2.8 million for FY2000. For the six
months ended 30 June 2000, we achieved a turnover of $16.9 million and a profit before tax of $1.8
million. These represented 48.0 per cent. and 64.3 per cent. of our turnover and profit before tax
respectively.
Turnover
Based on our audited turnover of $16.9 million achieved up to 30 June 2000, we expect the full year’s
turnover to decrease slightly by $0.1 million to $35.2 million in FY2000 as compared to FY1999.
Although sales from NFC and TWC are expected to increase by $3.7 million compared to FY1999,
sales from Castilla is expected to decrease by approximately $2.3 million. This is mainly due to the
closure of one of our larger outlets at World Trade Centre, in view of our long-term plan to consolidate
Castilla’s activities at 33 Sungei Kadut Avenue. In addition, our Directors believe that the weaker
demand for pricier furniture in FY2000 has resulted in lower sales for Castilla’s furniture which is priced
at the higher end and targeted at the relatively affluent customers.
Based on sales of $16.9 million up to 30 June 2000, average monthly sales was $2.8 million. Our
Directors expect the average monthly sales to be $3.0 million for the remaining six months to year-end
after considering the following factors:a)
the festive season towards the year-end and early FY2001 usually results in a surge in demand as
home-owners redecorate their homes for the new year; and
b)
our new outlet in Hougang Plaza with a sales area of approximately 1,600 sq.m. commenced
operations in mid-November 2000. Initial sales was approximately $0.3 million in two days of
weekend sales. Therefore, our Directors expect sales from this outlet to be at least $1.0 million by
end December 2000.
Profit before tax
Our audited profit before tax as at 30 June 2000 was $1.8 million. On a full year basis, we expect profit
before tax for FY2000 to decline by $1.3 million to $2.8 million compared to $4.1 million recorded in
FY1999. This is mainly due to higher depreciation, rental cost and salaries and related expenses as a
result of 6 new outlets opened in the second half of FY2000.
BASES AND ASSUMPTIONS UNDERLYING THE PROFIT FORECAST
The profit forecast, for which our Directors are solely responsible, has been prepared on bases
consistent with the accounting policies normally adopted by our Group in the preparation of our audited
financial statements. The principal assumptions underlying the profit forecast are set out below:(a) there will be no material changes in the existing political, economic, social, legal or regulatory
conditions in Singapore and in the countries in which we conduct our business;
(b) there will be no material changes in the bases or rates of taxation, tariffs, duties, interest rates and
currency exchange rates from those prevailing at the date of the forecast which may affect our
Group’s performance; and
(c) there will be no significant disruption arising from industrial disputes or supply of labour or other
causes which will affect our operations.
48
REVIEW OF FINANCIAL POSITION
In the past three financial years and for the six months ended 30 June 2000, our Group’s operations
have been funded mainly through shareholders’ equity, retained earnings, bank borrowings and other
credit facilities.
Fixed assets
Fixed assets declined by $1.4 million or 8.2 per cent. from $16.5 million in FY1997 to $15.1 million in
FY1998 due primarily to depreciation charges as there were minimal fixed assets additions during the
year. The net book value of fixed assets remained relatively unchanged from FY1998 to FY1999 as
depreciation charges were offset by an almost proportionate increase in fixed assets additions. The
additions were necessary to facilitate the expansion of our retail business in the domestic market.
Fixed assets increased by $4.6 million or 30.9 per cent. to $19.6 million as at 30 June 2000 from $15.0
million recorded for the period ending 30 June 1999. This was mainly due to an acquisition of a building
located at 33 Sungei Kadut Avenue at a total cost of $4.9 million.
Current assets
Current assets comprise mainly stocks, trade debtors and cash and bank balances. Our current assets
declined by $0.7 million or 5.7 per cent. from $12.1 million in FY1997 to $11.4 million in FY1998.
Stocks declined by $1.0 million or 12.9 per cent. from $7.8 million in FY1997 to $6.8 million in FY1998.
This was attributed to the reduction in stock balance as a result of our effective selling strategy and
improved productivity in business operations. Our stock turnover improved from 176 days in FY1997 to
140 days in FY1998. This was partially offset by an increase in trade debtors by $0.3 million or 14.7
per cent. from $2.0 million in FY1997 to $2.3 million in FY1998 as a result of sales growth.
Nevertheless, our debtors turnover remained the same at 31 days for both FY1997 and FY1998.
Current assets increased by $1.8 million or 16.3 per cent. from $11.4 million in FY1998 to $13.2 million
in FY1999. Stocks increased by $0.5 million or 7.4 per cent. from $6.8 million in FY1998 to $7.3 million
in FY1999. The increase in stocks was necessary to cater for the increase in turnover for FY1999.
However, our stocks turnover improved from 140 days in FY1998 to 124 days in FY1999. In addition,
cash and bank balances increased by $1.1 million or 125.0 per cent. from $0.9 million in FY1998 to $2.0
million in FY1999 as a result of the 31.8 per cent. growth in turnover in FY1999. This was offset by a
decline in trade debtors of $0.2 million or 7.6 per cent. from $2.3 million in FY1998 to $2.1 million in
FY1999, mainly due to effective debt collection efforts and successful tightening of our credit policy.
Our debtors turnover improved from 31 days in FY1998 to 22 days in FY1999.
Our current assets increased further to $13.3 million as at 30 June 2000. This represented an increase
of $1.4 million or 11.4 per cent. from $11.9 million recorded in same period last year. The main increase
was in stocks by $1.3 million or 19.6 per cent. from $6.5 million as at 30 June 1999 to $7.8 million as at
30 June 2000. Our stock turnover was therefore 146 days for the period ended 30 June 2000 compared
to 123 days last year. Our deposits and other debtor balances stood at $2.0 million as at 30 June 2000,
of which deposits amounted to $1.6 million, due mainly to advances for rental and renovation of our new
outlets. Nevertheless, trade debtors decreased by $1.5 million or 44 per cent. from $3.3 million as at
30 June 1999 to $1.8 million as at 30 June 2000. This was due to improved debt collection during the
period. Hence, our debtors turnover improved to 20 days from 38 days at 30 June 1999.
Current liabilities
Current liabilities comprised mainly trade creditors, other creditors and accruals, provision for taxation
and short term bank borrowings. Our current liabilities declined by $2.1 million or 12.9 per cent. from
$16.4 million in FY1997 to $14.3 million in FY1998. This was mainly due to the repayment of short term
bank borrowings of $1.9 million. We were able to repay the bank borrowings due to our strong cashflow
position as a result of increased turnover. The higher sales in FY1998 also saw trade creditors balance
rise by $0.6 million or 26.4 per cent. from $2.1 million in FY1997 to $2.7 million in FY1998. Our
creditors turnover increased from 40 days in FY1997 to 58 days in FY1998 as a result of better credit
terms from our suppliers. Other creditors and accruals also increased by $0.3 million or 13.3 per cent.
from $2.0 million in FY1997 to $2.3 million in FY1998 due primarily to an increase in the receipt of
customers’ deposits. Provision for taxation grew by $0.3 million or 388.5 per cent. from $0.1 million in
FY1997 to $0.4 million in FY1998 due to improved profitability as a result of business growth.
49
Current liabilities further declined by $0.7 million or 4.7 per cent. from $14.3 million in FY1998 to $13.6
million in FY1999. Due to our improved profitability and cashflow position, we repaid short-term bank
borrowings of $2.1 million or 27.4 per cent. resulting in a decrease from $7.7 million in FY1998 to $5.6
million in FY1999. Trade creditors increased by $0.3 million from $2.7 million in FY1998 to $3.0 million
or 11.7 per cent. in FY1999 due primarily to increased bulk purchase in our efforts to meet customer
demands. Our creditors turnover improved from 58 days in FY1998 to 50 days in FY1999 as a result of
our improved profitability and cashflow position, whereby we paid our creditors earlier. Other creditors
and accruals increased by $0.3 million or 12.0 per cent. from $2.3 million in FY1998 to $2.6 million in
FY1999 as a result of our strong sales, which led to an increase in the receipt of customers’ deposits.
In FY1999, we had also accrued for higher payroll and bonus expenses due to increased headcount and
expansion in business activities. Our provision for taxation grew by $0.9 million or 242.0 per cent. from
$0.4 million in FY1998 to $1.3 million in FY1999 due to the higher profitability for the year.
Current liabilities declined by $0.6 million or 4.8 per cent. from $13.6 million in first half of FY1999 to
$13.0 million as at 30 June 2000. This was mainly due to the repayment of short-term bank borrowings
of $0.8 million. We also reduced trade creditors by $0.8 million or 26.7 per cent. from $3.1 million last
year to $2.2 million by 30 June 2000.
Working capital
Our net current liabilities decreased from $4.4 million in FY1997 to $2.9 million in FY1998 and to $0.4
million in FY1999. As at 30 June 2000, we had net current assets of $0.3 million.
The negative working capital during the last 3 financial years arose mainly from bank overdraft which
amounted to $5.6 million in FY1997 but was reduced to $4.1 million in FY1998 and $3.3 million in
FY1999. The bank overdraft was used to finance our business expansion and for downpayment for the
purchase of our two buildings at 47 and 49 Sungei Kadut Avenue. Bank overdraft amounted to $3.8
million as at 30 June 2000 due to the purchase of our new building at 33 Sungei Kadut Avenue in April
2000.
In addition, the negative working capital was due to short-term loans taken by our PRC subsidiaries to
set up our manufacturing operations there. In the process, we had invested in buildings and paid for
land occupancy rights and machinery. Our short-term loans had been reduced from $3.1 million in
FY1997 to $2.8 million in FY1998 to $1.5 million in FY1999.
Further, our working capital position improved as a result of the improvement in our cash at bank
position from $0.8 million in FY1997 to $0.9 million in FY1998 and $2.1 million in FY1999. Our cash
balances reduced to $0.9 million as at 30 June 2000 due to our purchase of a new building at 33 Sungei
Kadut Avenue as well as new outlets opened during the year.
Non-current liabilities
Non-current liabilities comprised term loans (non-current portion), hire purchase, deferred taxation and
minority interests. These balances declined by $0.9 million or 12.7 per cent. from $6.9 million in
FY1997 to $6.0 million in FY1998 representing a reduction of 13.0 per cent. mainly due to the
repayment of term loans of $0.6 million from $4.8 million in FY1997 to $4.2 million in FY1998 and
reversals in deferred taxation.
Non-current liabilities reduced further by $0.6 million or 9.9 per cent. from $6.0 million in FY1998 to $5.4
million in FY1999. This was largely attributed to the repayment of the term loan amounting to $0.6
million, or a 14.7 per cent. reduction, and reversals of deferred taxation. However, the reduction was
partially offset by the increase in hire-purchase creditors by $0.1 million or 80.1 per cent. as the Group
had during the year, acquired motor vehicles via hire purchase.
Compared to balances as at 30 June 1999, non-current liabilities increased by $3.6 million or 60.8 per
cent. to $9.4 million as at 30 June 2000 mainly due to our purchase of the building at 33 Sungei Kadut
Avenue which was financed largely by a term loan. The loan is payable in 120 equal instalments
commencing 1 June 2000, with interest charged at the prevailing bank rate for the first three years and
at the bank prime rate plus 0.75 per cent. per annum thereafter.
50
Total shareholders’ equity had increased by $0.8 million or 10.2 per cent. from $7.3 million in FY1997 to
$8.1 million in FY1998 mainly due to the retention of profits generated during the year. The increase in
profits attributed to the growth in sales from FY1998 to FY1999 further boosted the total shareholders’
equity by $2.8 million or 35.0 per cent. from $8.1 million in FY1998 to $10.9 million in FY1999. Total
shareholders’ equity stood at $12.3 million as at 30 June 2000.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth a condensed summary of our audited consolidated statement of
cashflows for the past 3 financial years and the 6 months ended 30 June 2000:-
$’000
FY1997
FY1998
FY1999
30 June
2000
1,624
2,617
5,414
2,794
Operating profit before working capital changes
Changes in working capital:Stocks
Trade debtors
Other debtors, deposits and prepayments
Due from affiliated companies
Trade creditors and bills payable
Income taxes paid
(2,095)
147
878
699
1,218
(25)
231
Net cash provided by operating activities
2,677
974
(338)
96
(3)
(704)
(44)
279
2,877
(498)
113
(354)
(232)
344
(340)
278
4,725
(566)
156
(1,208)
223
(133)
(699)
(376)
191
Cash flow from investing activities:Payment for extension of land occupancy rights
Purchase of fixed assets
Proceeds from sale of fixed assets
Proceeds from sale of investment in
associated company
(784)
(2,924)
31
—
—
(67)
—
—
—
(968)
10
300
—
(5,071)
4
—
( 3,677 )
( 67 )
(658)
(5,067)
Repayment of term loans
Hire purchase liabilities
Short-term loan
Disbursements for Initial Public Offering exercise
(637)
(267)
2,611
—
(655)
(136)
(349)
—
(672)
(170)
(1,283)
—
3,418
(122)
—
(63)
Net cash provided by / (used in)
financing activities
1,707
(1,140)
(2,125)
3,233
1,670
1,942
(1,643)
Net cash used in investing activities
Cash flow from financing activities:-
Net increase/(decrease) in cash and
cash equivalents
707
Cash from operations are generated from retail sales of our furniture and furnishings. Our primary uses
of cash have been for operating expenses, purchases of materials, as well as capital expenditure.
51
Net cash provided by our operating activities
In FY1997, cashflow from operating activities before working capital changes was $1.6 million. Cash
outflows relating mainly to stock purchases were offset by the cash receipts from customers and
repayments from related companies. Therefore, the net cash position from operating activities stood at
$2.7 million after accounting for the changes in working capital.
In FY1998, cashflow from operating activities before working capital changes was $2.6 million. The
slight improvement in net cash flow position by $0.2 million to $2.9 million was the result of improved
operating results and lower stock purchases during the year. However, the improvement in cash
position was offset by cash outflows for payments to trade suppliers and settlement of bills payable to
banks.
In FY1999, cashflow from operating activities before working capital changes was $5.4 million. The net
cashflow position of $4.7 million came on the back of better operating results, which was offset by
higher payments for stock purchases and repayments to related companies as well as increases in
prepayments and deposits made towards the year end for several new outlets which we had leased.
Income taxes paid during the year was $0.3 million.
Cashflow from operating activities before working capital changes was $2.8 million as at 30 June 2000.
Net cashflow was reduced to $0.2 million mainly due to payments made for rental deposits and
advances to contractors for renovation of new outlets as well as our new building at 33 Sungei Kadut
Avenue. Income tax paid during the period was $0.7 million. There were also increases in payments
made for stock purchases and creditors.
Net cash used in investing activities
In FY1997, our cash used in investing activities amounted to $3.7 million compared to $67,000 in
FY1998 and $1.0 million in FY1999. The capital outlay in FY1997 was higher compared to FY1998 as
we increased our delivery fleets to cater for our sales expansion. In addition, $0.8 million was paid out
to extend the land occupancy rights of one of our PRC subsidiaries. In FY1998, no major acquisition
was made. However, with opportunities for lower outlet and warehouse rental in FY1999, we leased
several outlets at IMM, Jalan Kilang Barat and Park Mall, as well as, a warehouse space at 8 Sungei
Kadut Avenue, which we renovated. Capital expenditures relating to these amounted to $0.5 million. In
addition, our continued growth had necessitated further expansion of our delivery fleets, hence, the
investment of $0.6 million in motor vehicles during FY1999. In FY1999, there was also an inflow of
$0.3 million arising from the disposal of investment in an associated company in the PRC.
Capital outlay during the first half of FY2000 amounted to $5.1 million. The bulk of the amount related
to our purchase of a new building at 33 Sungei Kadut Avenue for a total cost of $4.9 million. Other fixed
assets purchases include motor vehicles as well as renovation of new outlets.
Net cash provided by / (used in) financing activities
Our capital expenditure and working capital requirements were financed not only by cash generated
from our operations but also by bank borrowings and hire purchases. In FY1997, approximately $0.9
million was utilised to repay term loans and for the settlement of hire-purchase liabilities. This was
offset by the receipt of $2.6 million of short-term loan which we drew down for our working capital
purposes and for the purchase of plant and machinery and furniture and fittings for the manufacturing
plant of a PRC subsidiary. The loan was also partly utilised to finance the payment of this subsidiary’s
land use rights. It was used mainly for the purchase of plant and machinery and furniture and fittings
for the manufacturing plant of our PRC subsidiary. In the following years, further drawdowns of loans
were offset by the repayments which amounted to $1.0 million and $1.9 million for FY1998 and FY1999
respectively due to additional hire purchase taken out in FY1999 for the acquisition of motor vehicles. A
bank also financed our acquisition of 33 Sungei Kadut Avenue, which resulted in net cash inflow after
deducting repayments, during the first half of FY2000. We also made payments for hire-purchases and
for accounting and legal services rendered in relation to our initial public offering exercise.
52
Our financial resources
Our primary sources of liquidity have been cash generated from our operations and bank borrowings.
Our cash and cash equivalents increased by $0.7 million in FY1997, $1.7 million in FY1998 and $1.9
million in FY1999. With a stronger cash position, we were able to reduce our reliance on bank
borrowings in the years under review. Therefore, bank overdraft reduced from $5.6 million in FY1997 to
$4.1 million in FY1998 and $3.3 million in FY1999. As at 31 December 1999, based on the bank
overdraft facilities of $6.1 million granted to us, our aggregate unutilised overdraft facility was $2.8
million. In addition, based on our total shareholders’ equity of $10.9 million as at 31 December 1999,
our gearing ratio stood at 0.56 times.
As at 30 June 2000, our consolidated cash and cash equivalents decreased by $1.6 million. This was
mainly due to higher cash utilised for working capital purposes and our purchase of a new building.
We expect cash generated from our operations to continue to be our principal source of liquidity in
meeting our operational requirements. However, we may incur additional indebtedness to finance future
capital requirements as well as to improve working capital efficiency.
Foreign exchange exposure
Our sales in Singapore are denominated in S$. In comparison, 49 per cent. of our purchases in the first
half of FY2000 are denominated in S$, with the balance denominated in various currencies like USD,
Italian Lira and RMB.
The impact of foreign exchange fluctuations on our financial performance over the last three financial
years and the period ending 30 June 2000 were as follows:-
$’000
FY1997
FY1998
FY1999
6 months
ended 30
June 2000
158 *
(45)
53
79
36.7 *
3.7
1.3
4.4
Foreign exchange gain/(loss)
% of profit before tax
*
The high foreign exchange gain in FY1997 arose mainly from one of the Group’s subsidiary in the PRC. As the
subsidiary had a net Singapore dollar denominated payables position, the weakening of the Singapore dollar against the
RMB resulted in the foreign exchange gain. In FY1997, the Group’s profit before tax was low ($0.4 million), and hence,
the high foreign exchange gain resulted in a relatively higher percentage of profit before tax as compared to that of the
subsequent two years.
Fluctuations in the rates of exchange between these currencies and S$ will have an impact on us; any
depreciation of S$ against these currencies will translate into higher purchase cost and therefore have
an adverse impact on our financial results.
Currently, we do not have a hedging policy with respect to our foreign exchange exposure. We have not
used any financial hedging instruments to manage our foreign exchange risk. We will continue to
monitor our foreign exchange exposure and may employ hedging instruments to manage our foreign
exchange exposure should the need arise.
Capital Expenditures and Divestitures
Other than the purchase of 33 Sungei Kadut Avenue which was effected in April 2000, we have no
single capital expenditure exceeding 5 per cent. of our Group NTA for the last three financial years or
currently in progress.
We have no capital divestiture currently in progress.
We have no single commitment exceeding 5 per cent. of our Group NTA as at 30 June 2000.
53
Trend
Our business is seasonal over the financial year. Our revenue is traditionally higher in the fourth
quarter of the year, as then, customers generally furnish their homes in preparation for the festive
seasons like Christmas, New Year, Hari Raya Puasa and the Lunar New Year. Also, the lunar eightmonth is considered to be an auspicious month to the Chinese for marriage. As such, the demand for
our bedroom furniture is highest during this period.
Our production follows closely the cycle of our retail sales. There are lower production activities in the
first and second quarter of the year. In particular, for the Lunar New Year festive season, production is
shut down for at least two weeks. As our production and sales trends are similar, we have a naturallybalanced supply and demand, which, is especially so, for our range of products from Novena, whereby
we produce for our own sales. Our Directors believe this trend will continue into FY2000 barring any
unforeseen circumstances.
The production trend in European countries follows closely to its culture and major holidays. There are
generally three major holidays in Europe, in particular Italy and Spain, where we purchase most of our
products for Castilla. Production is stopped for about two weeks for Christmas and New Year, about two
weeks for Easter, and one month for summer holidays, which usually falls in the month of August. Our
purchasing trend in this aspect also closely tracks the major international fairs, in particular the annual
Milan International Furniture Fair which falls in the month of April. We normally make the bulk of our
purchases for the year for Castilla from this fair. The timing of this fair is in line with the production
trend in Italy, where our suppliers ship our goods before they close for their summer holidays, which, we
receive in time for our peak season promotion. To date, we have not encountered any major disruption
to our sales from this particular purchasing trend.
PROSPECTS AND FUTURE PLANS
Industry Prospects
It is estimated that Singapore will require another 800,000 dwelling units to accommodate a projected
population of 5.5 million by the year 2040. This will bring the total number of homes to 1.8 million units,
almost twice the figure of nearly 1 million homes for the present population of 3.9 million. In April 2000,
another 6,400 hectares of land (on top of the existing 10,000 hectares) was set aside for housing
(Source: National Development Minister Mah Bow Tan’s interview with The Straits Times, The Straits
Times, 1 May 2000). The projected population and home growth will lead to an increase in housing
supply, which in turn is expected to increase demand for furniture and furnishings.
Extending the strong 9.0 per cent. growth in the second quarter, the pace of expansion in the Singapore
economy continued to strengthen in the third quarter to 10.0 per cent.. This brings economic growth in
the first 3 quarters of the year to 9.8 per cent.. In view of the overall positive outlook and the revision in
the growth for the first nine months, the official growth projection for the Singapore economy in 2000
has been raised from around 9.0 per cent. to around 9.5 per cent.. The preliminary 2001 domestic
product growth forecast is 5 to 7 per cent.. Retail sales continued to run at a torrid pace, rising by 23
per cent. in real terms. This was the fifth consecutive quarter of double-digit expansion. (Source:
Economic Survey of Singapore, Third Quarter 2000). This continuing growth in GDP and retail sales
should bring about a growth in demand for household furniture and furnishings.
With the regional economy beginning to pick up after the Asian economic crisis and the Singapore
economy recovering from it, the Singapore government has resumed the sale of state land for
residential development. There was also an increase in en-bloc sales of private properties in 1999.
Further, the government continued with its program of upgrading older HDB flats (which was held back
during the economic crisis). Our Directors believe that all these factors would translate to more new
homes being built and an increase in home renovations; and we expect to see a general increase in
demand for our products when this occurs.
54
Our Group’s Prospects and Future Plans
We are a homegrown manufacturer and retailer of furniture and furnishings in Singapore, offering a wide
range of furniture and furnishings for the home with a broad price range. With our expanded operations
in the PRC market, we are well positioned to exploit the future growth opportunities there. The increase
in the number of our outlets in Singapore from 13 outlets in FY1999 to 20 in FY2000 also positions us
for future growth locally.
Our Group intends to focus on the following areas for growth:Expand Retail Network in Singapore
We plan to expand our retail network in Singapore by adding 2 more outlets by FY2001 to enhance our
market presence and increase our customer base. We will identify strategic and potential locations
especially in the HDB estates with high population density to reach out to more customers and thereby
provide further convenience to our customers.
Invest in Business Integration System for Local Operations
We intend to invest in an integrated solution to improve the effectiveness of our total business
management and daily operational activities. We are currently at the development stage. The
objectives are to improve operating efficiencies, inventory management and improve communications.
The system will integrate activities from purchasing to point of sales and to delivery of our products to
our customers. This system will also support our E-commerce activities.
Notwithstanding the positive industry prospects, our Directors expect a marginal decline in our turnover
in FY2000. This is mainly attributed to Castilla due to the following:1.
Disruption due to closure and relocation of outlets
We closed one of our bigger outlets at World Trade Centre in the 2nd quarter of FY2000 in view of
our long-term plan to consolidate Castilla’s activities to 33 Sungei Kadut Avenue, a new building
which we purchased in the same period. The new building was only operational towards the 4th
quarter of FY2000. Thus, this period of inactivity had affected our turnover and our business was
affected. We also experienced a loss of business for 2 months due to the relocation of our outlet
at The Furniture Mall to a new unit in the same building as a result of the expiry of the lease of our
previous unit.
2.
Weaker demand for pricier furniture
Castilla’s furniture is at a higher price range and is targeted at higher income customers or
customers who appreciate fine Italian furniture. During the year, we noted that there was a weaker
demand for pricier furniture and believe that this dampened demand had resulted in lower sales for
Castilla.
Our Directors expect the decline of sales from Castilla to be offset by an increase in turnover from
Novena and TWC in FY2000. We added 6 new outlets under Novena, Dickson Beach and The White
Collection to our chain in the 2nd half of FY2000. As such, the full year effect of the increase in turnover
from these 6 new outlets would not have been fully factored in FY2000.
Thus, moving forward, with the operations of Castilla expected to stablise after the consolidation
exercise and the expected growth from the 6 new outlets, our Directors believe that our prospects
remain positive.
55
INTERESTED PERSON TRANSACTIONS
Save as disclosed below, none of our Directors, executive officers or substantial shareholders have any
interest, direct or indirect, in any material transaction undertaken by our Group within the last three
financial years ended 31 December 1999 and for the 6 months ended 30 June 2000.
Transactions relating to a Director and substantial shareholder of the Company
(1)
Transactions with Da Vinci Collections Pte Ltd
Da Vinci Collections Pte Ltd (“Da Vinci”), which is the wholly owned subsidiary of Da Vinci
Holdings Pte Ltd (and which is in turn wholly-owned by Phua Holdings Pte Ltd) is engaged
principally in the retail of high-end classic imported household furniture. During the financial years
FY1997, FY1998 and FY1999 and 6 months ended 30 June 2000, the value of sales and
purchases between NFC and Da Vinci were as follows:-
$’000
FY1997
Sales to Da Vinci
Purchases from Da Vinci
FY1998
6 months
ended
FY1999 30 June 2000
3
2
4
—
34
5
—
—
The purchases made by NFC from Da Vinci consisted mainly of marble dining tables and coffee
tables for the retail market. The sales by NFC to Da Vinci during the respective periods consisted
mainly of bed slates (furniture part for the bed).
During the financial years FY1997, FY1998 and FY1999 and 6 months ended 30 June 2000,
Castilla also purchased products from Da Vinci. The value of the purchases between Castilla and
Da Vinci during the respective periods were as follows:-
$’000
FY1997
FY1998
53
—
Purchases from Da Vinci
6 months
ended
FY1999 30 June 2000
—
—
The purchases made by Castilla from Da Vinci consisted mainly of furnishing items such as
lighting and display sculptures for retail to complement their own product range.
Phua Ah Kow is a director and shareholder of Phua Holdings Pte Ltd and is our Non-Executive
Chairman and substantial shareholder, holding a direct and indirect interest of 16.9 per cent. of
the enlarged share capital of the Company after the Invitation. Phua Siew Hua @ Chearn Siew
Hua is a director and substantial shareholder of Phua Holdings Pte Ltd. She is also the spouse
of Phua Ah Kow.
All sales made to Da Vinci by NFC were based on our standard wholesale prices, which were also
offered to other wholesalers. All purchases from Da Vinci by NFC and Castilla were made based
on competitive prices after comparison with other suppliers’ prices.
NFC and Castilla did not have any transactions with Da Vinci in FY2000 and do not intend to
have any future transactions of this nature with Da Vinci.
56
(2)
Sales to Evergreat Machinery and Trading Pte Ltd (“Evergreat”)
Evergreat is a company incorporated in Singapore and is amongst other things, engaged in the
business of general trading. SCNF started selling its products to Evergreat from January 2000
for its distribution to the Indonesian market. The value of sales during the period were as
follows:-
US$’000
FY1997
FY1998
—
—
Sales to Evergreat
6 Months
ended
FY1999 30 June 2000
—
82
Evergreat is the wholly owned subsidiary of Da Vinci Holdings Pte Ltd (and which is in turn wholly
owned by Phua Holdings Pte Ltd). Phua Ah Kow is also a director of Evergreat.
All sales made to Evergreat were based on our standard export prices, which were also offered to
other export customers.
SCNF does not intend to have any further transactions of this nature with Evergreat.
(3)
Transactions with Winter Furnishing Centre Pte Ltd (“Winter Furnishing”)
Winter Furnishing is a company incorporated in Singapore and is principally engaged in the
manufacture and wholesale of household furniture and furnishings. During FY1997, FY1998 and
FY1999 and 6 months ended 30 June 2000, the value of sales and purchases between NFC and
Winter Furnishing were as follows:-
$’000
FY1997
Sales to Winter Furnishing
Purchases from Winter Furnishing
FY1998
6 months
ended
FY1999 30 June 2000
3
4
5
91
106
257
1
145
During FY1997, FY1998 and FY1999 and the 6 months ended 30 June 2000, Castilla also
purchased products from Winter Furnishing. The value of the purchases between Castilla and
Winter Furnishing during the respective periods were as follows:-
$’000
FY1997
FY1998
3
8
Purchases from Winter Furnishing
6 months
ended
FY1999 30 June 2000
—
—
Toh Loo Choon and Lee Kim Choon are the directors and substantial shareholders of Winter
Furnishing and who together, own an aggregate of 100 per cent. of the issued and paid-up share
capital of Winter Furnishing. Toh Loo Choon and Lee Kim Choon are the sister and the brother-inlaw respectively of our Deputy Chairman and Chief Executive Officer, Dr Toh Soon Huat.
The sales by NFC to Winter Furnishing during the respective periods were mainly of bed slates.
The transactions were based on our standard wholesale price list which were also offered to other
wholesalers.
All purchases by NFC from Winter Furnishing were made at Winter Furnishing’s standard
wholesale net prices. On special occasions, a further discount from the purchase price was
given when NFC and Winter Furnishing conducted joint promotions.
Purchases by Castilla from Winter Furnishing were mainly of furnishing accessories and made at
Winter Furnishing’s standard wholesale net prices.
57
We intend to discontinue all sales to Winter Furnishing by NFC and all purchases from Winter
Furnishing by Castilla. However, we intend to continue purchasing products from Winter
Furnishing by NFC for retail purposes. To this extent, we have entered into an agreement with
Winter Furnishing whereby NFC shall retail Winter Furnishing’s products, namely, furniture for the
bedroom, living and dining room. This agreement and all renewals thereof will be subject to the
review and approval by the Audit Committee to ensure that all such transactions are entered into
on commercial terms and done on an arm’s length basis.
(4)
Sales to Shenzhen Jinyuan Novena Furnishing Co. Ltd (“Shenzhen Jinyuan”)
Shenzhen Jinyuan is a company incorporated in Shenzhen, PRC and is principally engaged in the
sale of home furniture and furnishings for the PRC retail market. In FY1997, FY1998 and
FY1999, NFC, SCNF and SNF sold their products to Shenzhen Jinyuan as follows:$’000
6 months
ended
FY1999 30 June 2000
FY1997
FY1998
NFC
242
—
—
—
SCNF
938
891
578
149
SNF
142
288
70
7
Prior to 26 November 1999, NFC held a 44 per cent. shareholding interest in the form of issued
and paid-up share capital of Shenzhen Jinyuan. On 26 November 1999, NFC sold its said 44 per
cent. shareholding interest to Poliform Pte Ltd, a company incorporated in Singapore and
principally engaged in the business of wholesale of household and office furniture. Toh Loo Choon
and Lee Kim Choon, who are the directors and substantial shareholders of Poliform Pte Ltd,
together own an aggregate of 100 per cent. of the issued and paid-up share capital of Poliform Pte
Ltd. Toh Loo Choon and Lee Kim Choon are the sister and the brother-in-law respectively of our
Deputy Chairman and Chief Executive Officer, Dr Toh Soon Huat.
All sales to Shenzhen Jinyuan by NFC during the respective periods were made at our standard
export price list. NFC has since ceased all transactions with Shenzhen Jinyuan and does not
intend to have any future transactions of this nature with them.
All sales to Shenzhen Jinyuan by SCNF and SNF during the respective periods were made at
their standard wholesale prices.
SCNF and SNF intend to continue to sell their products to Shenzhen Jinyuan in future on an
arm’s length basis. In addition, all such future transactions will be reviewed by the Audit
Committee to ensure that they are entered into on commercial terms.
(5)
Other transactions with Poliform Pte Ltd (“Poliform”)
In FY1997, FY1998, FY1999 and the 6 months ended 30 June 2000, the value of sales and
purchases between NFC and Poliform were as follows:-
$’000
FY1997
Sales to Poliform
Purchases from Poliform
FY1998
6 months
ended
FY1999 30 June 2000
8
—
—
—
10
1
—
—
NFC has ceased all transactions with Poliform and does not intend to have any future
transactions of this nature with Poliform.
58
(6)
Transactions with Furnlink Marketing (S) Pte Ltd (“Furnlink”)
Furnlink is a company incorporated in Singapore and is principally engaged in the wholesale of
upholstered leather and fabric sofa as well as general wholesale trading. In particular, Furnlink is
also the sole distribution agent of a brand of sofa manufactured in Malaysia and distributes such
upholstered sofas to furniture retailers in Singapore. During the period FY1997, FY1998, FY1999
and 6 months ended 30 June 2000, the value of sales and purchases between NFC and Furnlink
were as follows:-
$’000
6 months
ended
FY1999 30 June 2000
FY1997
FY1998
Sales to Furnlink
268
18
—
—
Purchases from Furnlink
954
119
—
—
Our Deputy Chairman and Chief Executive Officer, Dr Toh Soon Huat, was a director of Furnlink
until his resignation on 24 April 1998.
Sales to Furnlink by NFC were in respect of raw materials such as leather and fabric and
expenses including delivery charges and rental charge. In FY1997, sales in respect of raw
materials amounted to approximately $162,000 and expenses amounted to approximately
$106,000. In FY1998, expenses amounted to approximately $18,000. All sales to Furnlink during
the respective periods were made at a preferential rate being an average of 9 per cent. mark-up
from the cost price.
All purchases by NFC from Furnlink were in respect of the particular brand of upholstered sofas
mentioned above and were made at Furnlink’s standard wholesale net prices.
NFC has ceased all transactions with Furnlink and does not intend to have any future
transactions of this nature with Furnlink.
(7)
Transactions with Serrano Holdings Pte Ltd and its Subsidiaries (“Serrano Group”)
Serrano Group is principally engaged in the business of the manufacture and wholesale of
household and office furniture. During the period FY1997, FY1998 and FY1999 and 6 months
ended 30 June 2000, the value of purchases between NFC and the Serrano Group were as
follows:-
$’000
FY1997
Purchases from Serrano Holdings Pte Ltd
(“Serrano”)
Purchase from Cong Ty Lien Doanh Serrano
Vietnam (“CTLDSV”)
FY1998
6 months
ended
FY1999 30 June 2000
41
9
—
—
387
66
—
—
All purchases by NFC from the Serrano Group during the respective periods were mainly in
respect of bedroom and living room furniture for retail sales at NFC’s outlets. All purchases were
made at the Serrano Group’s standard wholesale net price list.
59
During the respective periods, NFC also provided premises and management services to the
Serrano Group. The amount received during the period FY1997, FY1998, FY1999 and 6 months
ended 30 June 2000 were as follows:-
$’000
6 months
ended
FY1999 30 June 2000
FY1997
FY1998
Serrano Holdings Pte Ltd
13
3
—
—
Cong Ty Lien Doanh Serrano Vietnam
15
6
—
—
Our Deputy Chairman and Chief Executive Officer, Dr Toh Soon Huat was a director and
shareholder in the Serrano group until his resignation from directorship and disposal of his entire
shareholding on 22 July 1998.
NFC has ceased all transactions with the Serrano Group and does not intend to have any future
transactions of this nature with the Serrano Group.
(8)
Transactions with Ichiban Furnishing Pte Ltd and Ichiban Industries Pte Ltd
Ichiban Furnishing Pte Ltd (“Ichiban Furnishing”) and Ichiban Industries Pte Ltd (“Ichiban
Industries”) are companies incorporated in Singapore. Ichiban Furnishing is principally engaged in
the business of wholesale and retail of household and office furniture. Ichiban Industries is
principally engaged in the business of manufacturing and wholesale of upholstered leather and
fabric sofa. The value of the NFC’s sales to and purchases from Ichiban Furnishing and Ichiban
Industries in FY1997, FY1998, FY1999 and 6 months ended 30 June 2000 were as follows:-
$’000
6 months
ended
FY1999 30 June 2000
FY1997
FY1998
Ichiban Furnishing
50
189
52
—
Ichiban Industries
—
—
—
—
Ichiban Furnishing
513
2
—
—
Ichiban Industries
30
64
59
—
Sales to
Purchases from
During the financial years FY1997, FY1998 and FY1999, Castilla was also involved in
transactions with Ichiban Furnishing and Ichiban Industries. The value of the purchases between
Castilla and Ichiban Furnishings and Ichiban Industries during the respective periods were as
follows:-
$’000
6 months
ended
FY1999 30 June 2000
FY1997
FY1998
167
186
59
—
Ichiban Furnishing
375
—
—
—
Ichiban Industries
—
44
7
—
Sales to
Ichiban Furnishing
Purchases from
60
The sales and purchases from NFC and Castilla to Ichiban Furnishing and Ichiban Industries
were mainly of furniture products for the living room, dining room and bedroom.
Toh Soon Hee is a director and substantial shareholder of both Ichiban Furnishing and Ichiban
Industries. Toh Soon Hee is also the brother of our Deputy Chairman and Chief Executive Officer,
Dr Toh Soon Huat. Toh Soon Hee was also a shareholder of our Company until the disposal of his
entire shareholding in our Company on 28 December 1999.
All sales to Ichiban Furnishing and Ichiban Industries by NFC and Castilla during the respective
periods were made at the respective companies’ standard wholesale prices similar to those
offered to other furniture retailers.
All purchases by the Company from Ichiban Furnishing and Ichiban Industries were made at their
respective standard wholesale price and based on competitive prices after comparison with other
suppliers’ prices.
We do not intend to have any future transactions of this nature with Ichiban Furnishing and/or
Ichiban Industries.
(9)
Sales to Labelle Designers Furniture Pte Ltd (“Labelle”)
Labelle is a company incorporated in Singapore and is principally engaged in the business of the
retail of home furniture and furnishings. The value of our sales to Labelle in FY1997, FY1998 and
FY1999 and 6 months ended 30 June 2000 were as follows:-
$’000
FY1997
FY1998
Sales
3
19
6 months
ended
FY1999 30 June 2000
—
—
Toh Soon Hee is a Director and shareholder of Labelle.
All sales to Labelle by NFC were mainly of furniture for the living room, dining room and bedroom
and were made at NFC’s standard wholesale prices, similar to those offered to other furniture
retailers.
We do not intend to have any future transactions of this nature with Labelle.
(10)
Sales to Soveni Collezione (S) Pte Ltd (“Soveni”)
Soveni is a company incorporated in Singapore and is principally engaged in the business of the
retail of home furniture and furnishings. The value of NFC’s sales to Soveni in FY1997, FY1998,
FY1999 and 6 months ended 30 June 2000 were as follows:-
$’000
FY1997
FY1998
Sales
—
2
6 months
ended
FY1999 30 June 2000
7
—
During the period FY1997, FY1998, FY1999 and 6 months ended 30 June 2000, Castilla also sold
its products to Soveni, the values of which were as follows:-
$’000
FY1997
FY1998
Sales
—
—
Toh Soon Hee is a Director and shareholder of Soveni.
61
6 months
ended
FY1999 30 June 2000
1
—
All sales to Soveni by the respective companies during the respective periods were mainly of
furniture for the living room, dining room and bedroom and made at their standard wholesale
prices, similar to those offered to other furniture retailers.
We do not intend to have any future transactions of this nature with Soveni.
Transactions relating to a Director of the Company
(11)
Advertising Fees
Publicis Eureka Pte Ltd (“Publicis”) is primarily engaged in the advertising business. We paid to
Publicis advertising fees of approximately $637,000, $613,000 and $698,000 in FY1997, FY1998
and FY1999 respectively for advertising service and support which we had received. Advertising
fees of approximately $276,000 was paid to Publicis as at 30 June 2000. Chong Hon Kuan Ivan
is a substantial shareholder and director of Publicis as well as a shareholder and Director of our
Company, holding 0.84 per cent. of the enlarged share capital of the Company after the Invitation.
We had used the services of Publicis during the respective periods as they offered competitive
prices. Further, we have been using the services of Publicis since 1989, which was prior to
Chong Hon Kuan Ivan’s appointment as Director and the acquisition of his shareholding in
Publicis.
We expect to continue to utilise the services of Publicis in the future on an arm’s length basis. In
addition, any such future transactions with Publicis will be reviewed by the Audit Committee to
ensure that the advertising fees paid are no more than what we would pay to unrelated third
parties for comparable services.
Transactions relating to a substantial shareholder of the Company
(12)
Sales to NTUC Income
NFC and Castilla entered into two separate agreements with NTUC Income on 12 August 1998 to
implement the NTUC Income easi-installment scheme (the “Scheme”) for its policy holders. The
agreements entered into were for NFC and Castilla to sell its products to NTUC Income, who
would thereafter sell the same products to its qualified policyholders at the same price as a hire
purchase transaction. The aggregate value of sales by NFC and Castilla to NTUC Income for
FY1997, FY1998, FY1999 and 6 months ended 30 June 2000 were as follows:-
$’000
6 months
ended
FY1999 30 June 2000
FY1997
FY1998
—
154
912
377
—
—
77
14
NFC
Sales
Castilla
Sales
The sales to NTUC Income during the respective periods were made at the same price as the
price sold to the general retail public.
NTUC Income is a substantial shareholder of the Company, holding 8.43 per cent. of the enlarged
share capital of the Company after the Invitation. NTUC Income is also entitled to nominate one
person to the Board of the Directors of our Company.
As such, the agreement and all transactions shall be subject to review by the Audit Committee to
ensure that they were entered into and transacted at arm’s length basis.
62
Transactions relating to an Executive Officer of the Company
(13)
Signet Info-Link Pte Ltd (“Signet”)
Signet is a company incorporated in Singapore and is principally engaged in the development of
software and multimedia works and computer systems integration services. During the period
FY1997, FY1998 and FY1999 and 6 months ended 30 June 2000, our computer hardware and
peripherals (consisting of software and other computer accessories) purchased from Signet were
as follows:-
$’000
FY1997
FY1998
FY1999
6 months
ended 30
June 2000
9
1
16
6
Purchases
Our Group purchased the computer hardware and peripherals from Signet as it offered
competitive prices. Henry Widjaja, who is the Financial Manager of our Company, is also a
director and shareholder of Signet. We do not intend to have any further future transactions of
this nature with Signet.
SHAREHOLDERS’ MANDATE FOR FUTURE INTERESTED PERSON TRANSACTIONS
Chapter 9A of the Listing Manual
Under Chapter 9A of the Listing Manual, where a listed company or any of its subsidiaries or target
associated companies (other than a subsidiary or target associated company that is listed on a foreign
stock exchange) proposes to enter into a transaction with the listed company’s interested persons,
shareholders’ approval and/or an immediate announcement is required in respect of the transaction if
the value of the transaction is equal to or exceeds certain financial thresholds. In particular,
shareholders’ approval is required where:(a) the value of such transaction (a “Threshold 2 transaction”) is:(i)
equal to or above 3 per cent. of the latest audited consolidated NTA of the listed company;
and
(ii)
below 5 per cent. of the latest audited consolidated NTA of the listed company (“Threshold 2”);
and such amount, when aggregated with the values of all other Threshold 2 transactions previously
entered into with the same Interested Person in the current financial year, is equal to or exceeds
Threshold 2; or
(b) the value of such transaction is equal to or exceeds Threshold 2.
Based on the latest audited consolidated NTA of the Group as at 30 June 2000 of $12.3 million, a
Threshold 2 transaction would be one which is entered in FY2000 with an Interested Person and the
value of which is equal to or above $0.4 million and below $0.6 million. The shareholders’ mandate is for
the listed company to enter into recurrent transactions of a revenue or trading nature or those
necessary for its day-to-day operations such as supplies and materials, which may be carried out with
the listed company’s interested persons, but not for the purchase or sale of assets, undertakings or
businesses.
Definitions under the Listing Manual
Under the Listing Manual:(a) a listed company’s “target associated company” is an associated company of the listed company
where the listed group, or the listed group and its interested person, is the largest shareholder and
that associate company is not listed on a foreign stock exchange;
(b) the term “Interested Person” is defined to mean a director, chief executive officer, or substantial
shareholder, of the listed company or an associate of any such director, chief executive officer or
substantial shareholder; and
63
(c) the term “associate” is defined to include an immediate family member (that is, the spouse, child,
step child, sibling or parent) of such director, chief executive officer or substantial shareholder, and
any company in which the director/his immediate family, the chief executive officer/his immediate
family or substantial shareholder/his immediate family has an aggregate interest (directly or
indirectly) of 25 per cent. or more, and where a substantial shareholder is a corporation, its
subsidiary or holding company or fellow subsidiary or a company in which it and/or they have
(directly or indirectly) an interest of 25 per cent. or more.
Shareholders’ Mandate
From the “Interested Person Transactions” as set out on pages 56 to 63 of this Prospectus, we
anticipate that our Company, its subsidiaries and target associated companies (if any) would, in the
ordinary course of their respective businesses, enter into Interested Person Transactions. It is likely that
such transactions may occur with some degree of frequency and could arise at any time and from time
to time.
Due to the time-sensitive nature of commercial transactions, our Directors have sought and obtained
approval from the then shareholders of our Company in relation to Interested Person Transactions
(“IPT”s) at a meeting of shareholders held on 4 December 2000 to approve the shareholders’ mandate
(the “Shareholders’ Mandate”) for our Company and its subsidiaries and target associated companies (if
any) to enter into the following categories of IPTs:(i)
Transactions between our Group and Winter Furnishing as described on page 57 of this
Prospectus;
(ii)
Transactions between our Group and Shenzhen Jinyuan as described on page 58 of this
Prospectus;
(iii) Transactions between our Group and Publicis as described on page 62 of this Prospectus; and
(iv) Transactions between our Group and NTUC Income as described on page 62 of this Prospectus.
The Shareholders’ Mandate will not cover an Interested Person Transaction which has a value below the
threshold and aggregation requirements contained in Chapter 9A of the Listing Manual.
Transactions which do not fall within the ambit of the Shareholders’ Mandate shall be subject to the
relevant provisions of the Listing Manual.
The Shareholders’ Mandate takes effect from the date of the passing of the ordinary resolution at the
meeting by the then shareholders held on 4 December 2000 until the next annual general meeting of the
Company. Thereafter, approval from shareholders of the Company for a renewal of the Shareholders’
Mandate will be sought at each subsequent annual general meeting of the Company.
Review of Procedures for IPTs
Our Group has implemented the following procedures to ensure that the IPTs are undertaken on an
arms’ length basis and on normal commercial terms:(a) In general, the Audit Committee will ensure that the terms of the IPTs are consistent with the
Group’s usual business practices and policies, which are generally no more favourable to the
Interested Person than those extended to unrelated third parties.
(b) In addition, the Group will monitor the IPTs entered into by the Group by categorising the
transactions as follows:(i)
a Category 1 IPT is one where the value thereof is below or equal to $0.4 million; and
(ii)
a Category 2 IPT is one where the value thereof is in excess of $0.4 million.
A Category 1 IPT need not be approved by the Audit Committee prior to the entry but shall be reviewed
on a quarterly basis by the Audit Committee. A Category 2 IPT must be reviewed and approved by the
Audit Committee prior to entry.
64
A register will be kept by our Group to record all IPTs (and the basis, including the quotations obtained
to support such basis, on which they are entered into) which are entered into pursuant to the
Shareholders’ Mandate. The annual internal audit plan shall incorporate a review of all IPTs entered into
pursuant to the Shareholders’ Mandate.
Our Audit Committee shall review the internal audit reports to ascertain that the guidelines and
procedures established to monitor IPTs have been complied with. In the event that a member of the
Audit Committee is deemed to have an interest in the Interested Person, he will abstain from reviewing
that IPT.
Benefit to Shareholders
The grant of the Shareholders’ Mandate and its renewal (with or without modification) on an annual basis
would eliminate the need to convene separate general meetings from time to time to seek shareholders’
approval as and when potential IPTs with a specified class of Interested Persons arise, thereby
reducing substantial administrative time and expenses in convening such meeting, without
compromising the corporate objectives and adversely affecting the business opportunities available to
our Group.
A shareholders’ mandate is intended to facilitate transactions in the ordinary course of business of the
Group which are transacted from time to time with the Interested Person provided that they are carried
out at arm’s length and on normal commercial terms and are not prejudicial to shareholders.
Disclosure will be made in the annual report of the Company of the aggregate value of the IPTs
conducted pursuant to the Shareholders’ Mandate during FY2000, and in the annual reports for the
subsequent financial years during which the Shareholders’ Mandate is in force.
Audit Committee’s review
In future, all IPTs will be documented and submitted quarterly to our Audit Committee for their review to
ensure that such transactions are carried out at arm’s length and on normal commercial terms. In the
event that a member of the Audit Committee is deemed to have an interest in an IPT, he will abstain
from reviewing that particular transaction. Our Audit Committee will include the review of IPTs as part
of the standard procedures during the Audit Committee’s examination of the adequacy of the Group’s
internal controls.
If during the periodic reviews by our Audit Committee, our Audit Committee is of the view that the
established guidelines and procedures are not sufficient to ensure that the IPTs will be on normal
commercial terms and will not be prejudicial to the interests of the shareholders, our Company will
revert to shareholders for a fresh mandate based on new guidelines and procedures with Interested
Persons.
Our Board will also ensure that all disclosure and approval requirements for IPTs, including those
required by the prevailing legislation, the SGX-ST listing rules and the applicable accounting standards,
as the case may be, are complied with.
POTENTIAL CONFLICTS OF INTEREST
Phua Ah Kow is a director and shareholder of Phua Holdings Pte Ltd which owns the entire shareholding
of Da Vinci Holdings Pte Ltd. Phua Siew Hua @ Chearn Siew Hua, the wife of Phua Ah Kow, is also a
director and substantial shareholder of Phua Holdings Pte Ltd. Da Vinci Holdings Pte Ltd in turn owns
the entire shareholding in Da Vinci. Although Da Vinci’s business is similar to that of our Group’s, the
customer base is substantially different. In our Directors’ opinion, Da Vinci sells imported classic
furniture to customers in the high-income range whilst our Group sells modern and contemporary
furniture. Although we have in the past entered into transactions with Da Vinci and Evergreat as
described further on pages 56 and 57 of this Prospectus, this was restricted only to products and
accessories which complemented our own range. Our Non-Executive Chairman, Phua Ah Kow, is also
not involved in the day to day management of our Company, and as such, our Directors believe that
there is no material potential conflict of interest arising from this. Further, save for the business
operated by Da Vinci, both Phua Ah Kow and Phua Holdings Pte Ltd have given a letter of undertaking
to our Group that it will not compete in the same businesses and countries where we operate, so long
as Phua Ah Kow remains a Director and/or shareholder of our Group.
65
Save as disclosed above and under the “Interested Person Transactions” on pages 56 to 63 of this
Prospectus, during the last three financial years ended 31 December 1999:(a) none of the Directors, substantial shareholders or executive officers has any interest, direct or
indirect, in any material transactions to which we were or are to be a party;
(b) none of the Directors, substantial shareholders or executive officers has any interest, direct or
indirect, in any company carrying on the same business or carrying on a similar trade as us; and
(c) none of the Directors, substantial shareholders and executive officers has any interest, direct or
indirect, in any enterprise or company that is our customer or supplier of goods or services.
DIRECTORS, MANAGEMENT AND STAFF
Directors
Our Board of Directors is entrusted with the responsibility for the overall management of our Company.
The particulars of our Directors are as follows:Name
Age
Address
Current occupation
Phua Ah Kow
56
21 Leedon Park
Singapore 267900
Businessman
Dr Toh Soon Huat
40
43 Hindhede Walk
#04-09, Lora
Singapore 587973
Deputy Chairman and
50
137 Sunset Way
#07-21 Gatehouse
Singapore 597159
Assistant General Manager,
NTUC Income
Chong Hon Kuan Ivan
45
12 Mount Sinai Lane
Singapore 277004
Managing Director, Publicis
Eureka Pte Ltd
Tay Beng Chuan
61
4 Goodman Road
Singapore 438970
President, Singapore Chinese
Chamber of Commerce &
Industry
Wong Meng Yeng
41
1 Victoria Park Road
Singapore 266478
Advocate and Solicitor
The business and working experience of our Directors are as follows:Phua Ah Kow is our Non-Executive Chairman. He has over 20 years of entrepreneur experience in
business operations and investments. He is the Chairman of various companies including Supreme
Stainless Steel Pte Ltd, Da Vinci, Europe Kitchen Station Pte Ltd and Evergreat. These companies are
involved in various business including kitchen utensils, upmarket household products and lighting,
general trading and investments. He is also currently a patron of Whampoa Citizens’ Consultative
Committee.
Dr Toh Soon Huat is our founder, Deputy Chairman and Chief Executive Officer. He holds a PhD in
Business Administration for Professional Studies from Southern California University at Santa Ana,
USA and possesses more than 15 years of business experience in the furniture industry, particularly in
the areas of retail business and brand development. He founded the business in 1984 and has been
deeply involved and instrumental in the growth of our Group. Under his leadership, our Group has
successfully established four different brands of furniture for retail in Singapore. In particular, the
Novena brand which has become an established household brand in Singapore and in the PRC market.
Dr Toh Soon Huat’s responsibilities include the management of our overall business, particularly in the
areas of business development and expansion.
66
Goh Cheng Chua Silvester was appointed as our Non-Executive Director on 15 February 2000. He
was admitted as a member of The Association of Chartered Certified Accountants in 1974 and has over
30 years of experience in the financial arena covering audit, corporate finance, fund management and
stockbroking. He is the Head of Business Enterprise of NTUC Income since 1998. Prior to joining
NTUC Income, he was an executive director of OCBC Asset Management Pte Ltd from 1991 to 1996.
Chong Hon Kuan Ivan was appointed as our Non-Executive Director on 4 December 2000. He is the
chairman and chief executive officer of Publicis Eureka Pte Ltd, an advertising agency in Singapore.
He is also currently the vice president of the Consumer Association of Singapore. In the past, he had
served as president of the Association of Accredited Advertising Agents from 1991 to 1994. From 1994
to 1997, he was the chairman of the Advertising Standards Authority of Singapore. He was also a
member of the Programme Advisory Committee of the Singapore Broadcasting Authority. In 1997, he
was appointed vice chairman of the Aljunied Citizens’ Consultative Committee. He is a General
Certificate of Education ordinary level holder.
Tay Beng Chuan was appointed as our independent Director on 4 December 2000. He is currently a
Nominated Member of Parliament. He has also, since 1997, been serving as president of The
Singapore Chinese Chamber of Commerce & Industry. He is the chairman of various companies
including Paos Industries Pte Ltd, Premium Funding Singapore Pte Ltd, Guangxi Fanchenggang Yayuan
Container Depot & Warehousing Co Ltd, Fujian Zhangzhou Paint Factory and Guizhou Guiyuan PhosChem Inc. These companies are involved in various businesses including aqua-agro technology
resources, insurance premium funding, palm oil industrial products, acrylic manufacturing, general
trading and investments and shipping. In addition, he is the managing director of Ocean Navigation Pte
Ltd, Winnow Investments Pte Ltd and Alor Star Shipping Pte Ltd. He holds a Diploma of Commerce
from the Gordon Technical Institution in Australia.
Wong Meng Yeng was appointed as our independent Director on 4 December 2000. He graduated from
the National University of Singapore in 1983 with a Bachelor of Laws (Honours) degree. He has been an
advocate and solicitor in Singapore with Abraham Low & Partners since 1984 where he is a partner and
heads the corporate practice group. He is currently a member of the audit committee of Multi-Chem
Limited, a company listed on SGX Sesdaq.
Management
Our day-to-day operations are entrusted to our Executive Directors who are assisted by executive
officers, whose particulars are as detailed below:Name
Age
Address
Current occupation
Thia Meng Chng
42
Blk 341 Sembawang Close
#15-65
Singapore 750341
Financial Controller
Kathy Chan Lay May
34
29-B Lorong 32
Geyland Road
Singapore 398288
Business Development
Manager
Henry Widjaja
35
Blk 221 Hougang Street 21
#02-82
Singapore 530221
Financial Manager
Goh Beow Hong
38
Blk 157 Jalan Teck Whye
#16-123
Singapore 680157
Administration & Human
Resource Manager
Alvin Tan Han Lim
28
Blk 915 Tampines Street 91
#10-45
Singapore 520915
Marketing Manager
67
The business and working experience of our Executive Officers are as follows:Thia Meng Chng, a CPA, joined our Group in March 2000 as our Financial Controller. She is
responsible for our overall accounting and financial functions. She also assists in evaluating business
opportunities and joint ventures for our Group. Prior to joining us, she was the financial controller of
Singco Pte Ltd from 1997 to 2000 and Berkeley Cleaning Pte Ltd from 1995 to 1997. She holds a
Master in Professional Accounting from Victoria University of Technology, Australia.
Kathy Chan Lay May is our Business Development Manager. She joined our Group in May 1994 as a
Project Manager cum Personal Assistant to the Managing Director to undertake business expansion
projects, day-to-day administration operations and management of our property portfolio. Prior to joining
our Group, she was with Richard Ellis Property Consultant Pte Ltd, an international property consultant
firm as a Licensed Property Valuer & Marketing Executive for 3 years. She was promoted to her
current position in April 2000. She is currently responsible for developing long-term strategic
relationships, identifying and evaluating new business opportunities to support our Group’s vision,
mission and business goals. She obtained her Bachelor of Business from Curtin University of Western
Australia and Master of Business Administration from American University of Hawaii.
Henry Widjaja is our Financial Manager. He joined our Group in August 1994. Prior to joining our
Group, he was with Arkitex Pty Ltd, a trading company in Australia as an analyst and financial
consultant for 4 years, and Lab Essentials (S) Pte Ltd, a medical diagnostic supplies and trading
company in Singapore as a financial controller for 2 years. He is responsible for overseeing and
supervising our Group’s accounting books, assisting external auditors with respect to our Group’s
annual audit and preparation of audit schedules, financial analysis and reports. He holds a Master of
Commerce from University of New South Wales, Australia.
Goh Beow Hong is our Administration & Human Resource Manager. She joined our Group in January
2000. She is responsible for all aspects of administration and the full spectrum of human resource
functions. Prior to joining us, she was the administration and operations manager of Tack International
(S) Pte Ltd, a management consulting firm. She graduated from Royal Melbourne Institute of
Technology with a Bachelor of Business in Business Administration majoring in Human Resource
Management.
Alvin Tan Han Lim is our Marketing Manager (Retail division). He joined our Group in May 1995 as a
Sales Supervisor. He was responsible for overseeing the retail operations and meeting sales target.
Since then, he was promoted twice, to Sales Manager in April 1998 and then his current position in May
1999. He is currently responsible for establishing marketing strategies, product sourcing and
developing new products for niche markets, such as The White Collection. Prior to joining us, he was
with Top 100 Furnishing Centre Pte Ltd. He holds a Post-Graduate Diploma in Marketing from the
Chartered Institute of Marketing, Singapore.
None of our executive officers are related to any other executive officer, Director or substantial
Shareholders of our Group. Further information on our Directors and our executive officers are contained
in the section “Information on Directors and Executive Officers” on pages 109 to 113 of this Prospectus.
68
The following chart shows our management reporting structure as of 30 November 2000:-
Novena Group Organisation Chart
Board of Directors
Deputy Chairman /
Dr Toh Soon Huat
Administration &
Human Resource
Finance
Logistics
Administration &
Human Resource
Manager
Business
Development
Operations
Financial
Controller
Logistics
Manager
Sales &
Marketing
PRC
Factories
Business Development
Manager
Operations
Manager
69
Group Retail
Manager
General
Manager
Staff
Our Group has approximately 167 full time employees in Singapore and 260 full time employees in the
PRC as at 31 October 2000. The number of full time employees is not subject to any seasonal effects.
There were no material work stoppages or any labour disagreements during the past 3 years. Relations
between management and employees are good and there have been no industrial disputes between our
Company or any of our subsidiaries and our employees. None of our Group’s employees are members
of any union.
CORPORATE GOVERNANCE
Our Directors recognise the importance of good corporate governance and the offering of high
standards of accountability to our shareholders. Accordingly, our Audit Committee shall meet
periodically to perform the following functions:(a) review the audit plans of our Group’s external auditors;
(b) review the external auditors’ reports;
(c) review the external auditors’ evaluation of the system of internal controls;
(d) review the co-operation given by our Group’s officers to the external auditors;
(e) review the financial statements of our Group before submission to the Board of Directors;
(f)
nominate external auditors for re-appointment; and
(g) review interested person transactions.
Apart from the duties listed above, the audit committee shall also commission and review the findings
of internal investigations conducted where fraud or impropriety is suspected, or where there is a failure
of internal controls or infringement of any Singapore law, rule or regulation which is likely to have a
material impact on our Group.
Audit Committee
Our independent Directors are Tay Beng Chuan and Wong Meng Yeng. Our Audit Committee comprises
Tay Beng Chuan, Wong Meng Yeng and Dr Toh Soon Huat. The Chairman of our Audit Committee is Tay
Beng Chuan.
Our independent Directors do not have and will not enter into any business relationship, other than
those allowed by the regulatory bodies, with companies in our Group, the other Directors or the
substantial shareholders of our Company. None of our independent Directors are related to the other
Directors, Executive Officers or substantial shareholders of our Group. Our independent Directors are
free from any present and past (for a period of one year), direct and indirect, financial or other interest in
the management and business of the companies in our Group as well as the substantial shareholders of
our Company. None of our independent Directors are acting as a nominee or representative of any
Director or substantial shareholder of our Company. Our Directors are of the view that each of Tay Beng
Chuan and Wong Meng Yeng is independent as any relationship he may have would not, in the
individual case, be likely to affect his exercise of independent judgement.
70
Directors’ Remuneration
The remuneration paid to our then existing directors on an aggregate basis and in remuneration bands
for FY1998 and FY1999 were as follows:(i)
Aggregate directors’ remuneration ($’000)
——–—————— FY1998 ————–————
Executive
Non-executive
Directors
Directors
Total
115
(ii)
—
——–—————— FY1999 ———–—————
Executive
Non-executive
Directors
Directors
Total
115
121
—
121
Number of directors in remuneration bands:———–——— FY1998 —————–—
Executive Non-executive
Directors
Directors
Total
————–—— FY1999 ——–————
Executive Non-executive
Directors
Directors
Total
$500,000 and above
—
—
—
—
—
—
$250,000 to $499,999
—
—
—
—
—
—
1
—
1
1
—
1
Below $250,000
Remuneration of Employees related to Directors and Substantial Shareholders
For FY1997, FY1998 and FY1999, the aggregate remuneration (including CPF contributions thereon) of
employees who are related to our Directors and substantial shareholders, amounted to approximately
$70,000, $70,000 and $41,000 respectively. These represented 14.0 per cent., 5.5 per cent. and 1.0 per
cent. of our Group’s pre-tax profits for FY1997, FY1998 and FY1999 respectively with the aggregate
remuneration of these employees added back. These employees held the positions of Sales Manager
and Logistics Manager before they left our Company in FY1999.
SERVICE AGREEMENT
Our Company has entered into a separate service agreement with our Deputy Chairman and Chief
Executive Officer, Dr Toh Soon Huat. The service agreement is valid for an initial period of three (3)
years and renewable thereafter for subsequent periods of three (3) years each until terminated by either
party giving to the other not less than three (3) calendar months’ previous notice. The agreement may
also be terminated by us before the expiry of the initial period and any subsequent periods upon the
occurrence of certain specified events such as, inter alia, incapacity by reason of ill-health or accident,
serious breach of obligations, or bankruptcy by giving three months’ notice or by summary notice, as
the case may be. The monthly salary payable under the service agreement to Dr Toh Soon Huat is
$22,000 (or such other rates as may from time to time be agreed or determined upon and notified by
us). Dr Toh Soon Huat will be paid a minimum annual bonus equivalent to two months of his monthly
salary to be paid at the time as determined by us.
In addition, the service agreement also confers on Dr Toh Soon Huat the right to participate in the Share
Option Scheme described below.
Had the service agreement been in place for FY1999, the aggregate remuneration paid/provided to Dr
Toh Soon Huat (including contributions to CPF and other benefits but before profit sharing) and the profit
before tax of our Group would be approximately $0.3 million and $3.9 million respectively. Aggregate
remuneration payable to Dr Toh Soon Huat in FY1999 as a percentage of Group profit before tax would
have been approximately 8.7 per cent. instead of 3.0 per cent..
Save as disclosed above, there are no other existing or proposed service agreements between our
Company and any of our Directors or executive officers.
71
SHARE OPTION SCHEME
The Share Option Scheme was approved by our shareholders at an Extraordinary General Meeting held
on 4 December 2000. The terms of our Share Option Scheme are set out in Appendix A of this
Prospectus. This Share Option Scheme will provide an opportunity for our Directors and full time
employees to participate in the equity of our Company.
Purpose of the Share Option Scheme
As the nature of our business requires personnel with specialised skills and knowledge of our industry,
our human resources are critical to us. The recruitment and retention of such skilled and qualified
personnel and the motivation of such employees are paramount to our business. We believe that with
this Share Option Scheme in place, it can be used as an effective incentive tool to attract, recruit and
retain our personnel. This Share Option Scheme will also serve to recognise the contribution of our
personnel to our success and would serve to motivate them to greater dedication, loyalty and standard
of performance.
Summary of the Share Option Scheme
The following is a summary of the rules of the Share Option Scheme:(1)
Eligibility
Persons who have attained the age of 21 years old at the date of the granting of the option, and
who fall under the following categories of persons are eligible to participate in the Share Option
Scheme (the “Eligible Persons”):-
(2)
(a)
a confirmed full-time employee of any of our Group; and
(b)
a Director of any of our Group.
Administration of the Share Option Scheme
The Share Option Scheme will be administered by a committee (which shall consist of Directors
of our Company) appointed by our Board of Directors (the “Committee”). This Committee shall
have the power to make and vary such regulations (where such variations are not inconsistent
with the Share Option Scheme) for the implementation and administration of the Share Option
Scheme as it deems fit. A member of the Committee who is also an Eligible Person must not be
involved in its deliberations in respect of any option granted or to be granted to him. Further,
details of the number of options granted, the number of options exercised and the Offer Price (as
well as any discounts given) will be disclosed in our Annual Report.
(3)
Size of the Share Option Scheme
We are of the view that the size of the Share Option Scheme of 15 per cent. of our issued share
capital at the relevant date is reasonable, after taking into account the potential size of Eligible
Persons, the contributions to our Group made by our Directors and full time employees who are
eligible for the Share Option Scheme and the size of our share capital. In order for the Share
Option Scheme to achieve its objective, the Share Option Scheme must be of sufficient size to
allow adequate options to be issued to existing and new hires in our Group and be sufficiently
attractive.
(4)
Maximum entitlements
The number of Shares comprised in any options granted and/or to be granted to any Eligible
Person shall be determined at the absolute discretion of the Committee, who shall take into
account factors including length of service, seniority, job performance and potential contribution
to our growth and profitability.
72
(5)
Option Exercise Period
Any Eligible Person who has accepted the grant of the option shall be entitled to exercise the
same in whole or in part no earlier than after the expiry of 12 months from the date which the
option was offered and expiring no later than the end of 60 months from the date of such an offer.
Further, where any Eligible Person is granted Shares where the Offer Price is made at a discount
to the average of the last dealt prices of our Shares for the five market days prior to the date of
offer quoted and shown in the daily Financial News published by the SGX-ST, the Eligible Person
shall only be entitled to exercise the option in whole or in part no earlier than after the expiry of 24
months from the date which the option was offered and expiring no later than the end of 60
months from the date of such an offer. In addition, the Committee will also have the discretion to
impose conditions on the exercise of the options, including limiting the number of Shares in
respect of which the option may be exercised during the exercise period applicable to that option.
(6)
Offer Price
The Offer Price to be paid for the exercise of the option shall be determined by the Committee at
its absolute discretion and may be done based on the average of the last dealt prices of the
Shares for the five market days prior to the date of the offer, as quoted and shown in the daily
Financial News published by the SGX-ST, or its nominal value, whichever is higher.
(7)
Grant of Options
There is no fixed period for the grant of the options. As such, grants may be made at any time
and from time to time at the discretion of the Committee except that in the event than an
announcement on any matter of an exceptional nature involving unpublished price sensitive
information is imminent, offers to grant options may only be made on or after the second Market
Day from the date on which such announcement is released.
(8)
Termination of Options
The rules of the Share Option Scheme provide for the termination and/or earlier exercise of
options in circumstances which would include the termination of a participant’s employment in our
Company, the retirement of the participant, the bankruptcy of the participant, the death of the
participant, a take over of our Company; and the winding-up of our Company.
(9)
Acceptance of options
Options are personal to the Eligible Persons to whom they are granted and shall not be
transferred, charged, pledged or otherwise disposed of or encumbered in whole or in part or in any
way whatsoever save as in provided for in the rules of the Share Option Scheme. All offers made
to Eligible Persons, if not accepted within thirty (30) days from the date of the offer shall lapse
and shall be null and void and of no effect. Upon acceptance of the offer, the participant must pay
to us a consideration of $1.00.
(10)
Rights of Shares
Shares alloted and issued upon the exercise of the option shall be subject to all provisions of the
Memorandum and Articles of Association of our Company and shall rank pari passu in all
respects with the then existing issued Shares in the capital of our Company except for any
dividends, rights, allotments or other distributions, the record date of which is prior to the date of
which such an option is exercised. For this purpose, “record date” means the date as at the close
of business on which shareholders must be registered in order to participate in any dividend,
rights, allotments or other distributions, as the case may be.
73
(11)
Duration of Share Option Scheme
The Share Option Scheme will continue in operation until terminated by the Board of Directors or
for a maximum period of ten financial years, provided always that the Share Option Scheme may
be continued for any further period or periods thereafter with the approval of a general meeting of
our Company and of any relevant authorities which may then be required.
Grant of Options at a discount to the prevailing market price of the Shares
The ability to offer options at a discount to the prevailing market price of the Shares may be utilised as
a means to recognise participants for their outstanding performance as well as to motivate them. Such
discretion would give us the flexibility to utilise the Share Option Scheme as an additional method to
reward employees other than through the traditional methods of remuneration and bonuses. Further,
where such options are granted at a discount to the prevailing market price, they would be subjected to
a longer exercise period than those granted at the prevailing market price. This would encourage the
participants to adopt a longer-term view of our Company and would assist us in overcoming any staff
retention problems, which we may otherwise experience.
Also, having the discretion to grant options at a discount to the market price would make us less
vulnerable to market sentiments and market volatility. The Committee therefore has the discretion to
grant to any Eligible Person, options with the Offer Price set at a discount to the prevailing market price
of the Shares. In doing so, the Committee shall be at liberty to take into consideration factors including
length of service, seniority, job performance and potential contribution to our growth and profitability as
well as prevailing market conditions.
As the actual discount given will depend on the relevant circumstances, the extent of the discounts
may vary from case to case. This discretion, however, will be used judiciously.
Participants in the Share Option Scheme
Participation by our Executive Director and Full Time Employees of the Group
The extension of the Share Option Scheme to our Executive Director, who is also our Deputy Chairman
and Chief Executive Officer, Dr Toh Soon Huat and our confirmed full time employees of any of our
Group provides us a fair and equitable system to reward their contribution to our growth and success.
This Share Option Scheme will also serve to attract, retain and provide incentives to the participants
and motivate them to greater dedication, loyalty and standard of performance.
Rationale for participation of Dr Toh Soon Huat
Our Deputy Chairman and Chief Executive Officer, Dr Toh Soon Huat, is the founding Director of our
Company and has been instrumental in our success and growth, providing leadership and guidance
which were critical in the early years of our formation. As the Deputy Chairman and Chief Executive
Officer, Dr Toh Soon Huat spearheaded our expansion and successfully established our brands in the
local industry. With over 15 years of business experience in the furniture industry, Dr Toh Soon Huat
plays a strategic role in charting the continued expansion course of our Group and we believe that there
is substantial potential for future contribution by him in steering us to be a market leader in our industry.
Dr Toh Soon Huat has been the driving force in nurturing our Group. In addition, he has forgone other
opportunities and has committed himself to our future. Should we employ an executive of similar
calibre, we may have to offer a more expensive remuneration package. As such, his participation in the
Share Option Scheme as provided for in his service agreement would serve as an additional incentive.
It is our belief that to allow Dr Toh Soon Huat to participate in the Share Option Scheme would instill in
him a long-term commitment to our Company. For all these reasons, we have included Dr Toh Soon
Huat in the Share Option Scheme.
The participation of Dr Toh Soon Huat in the Share Option Scheme and the grant of options to him will
take place only after the listing of our Company on the SGX Sesdaq. His participation and grant will in
any case have to be approved in a general meeting by independent shareholders of our Company
following our listing.
74
Cost of the Share Option Scheme to our Company
Any options granted under the Share Option Scheme would have a fair value. Where any such options
are granted at the Offer Price below the fair value of the options, there will be a cost to our Company.
Such costs may be more significant where options are granted with Offer Prices set at a discount to the
prevailing market price of our Shares. The cost to our Company of granting options with an Offer Price
set at a discount to the prevailing market price of our Shares would be as follows:(i)
the exercise of such options would translate into a reduction of the proceeds from the exercise as
compared to proceeds that our Company would have received from such exercise had the
exercise been made at the prevailing market price of our Shares. Such reduction of the exercise
proceeds would represent the monetary cost to our Company of granting such options;
(ii)
as the monetary cost of granting options with an Offer Price set at a discount to the prevailing
market price of our Shares is borne by us, the earnings of our Company would effectively be
reduced by an amount corresponding to the reduced interest earnings that our Company would
have received from the difference in proceeds from an Offer Price with no discount versus an
Offer Price with a discount to the prevailing market rate of our Shares. Such reduction would,
accordingly, result in the dilution of our Company’s earnings per share; and
(iii)
the effect of the issue of new Shares upon the exercise of the options on our Company’s NTA per
Share is accretive if the exercise price is above the NTA per Share, but dilutive otherwise. The
dilutive effect is greater if the Offer Price is set at a discount to the prevailing market rate price of
our Shares.
The costs discussed above would materialise only upon the exercise of the relevant options.
Conclusion
Whilst the Share Option Scheme gives us the discretion to make the appropriate allotments based on
the prevailing circumstances of our Group, the Share Option Scheme conforms with the requirements
as set out in Practice Direction 9h of the SGX-ST listing rules.
In-principle approval has been obtained from the SGX-ST for the Share Option Scheme and for the
listing and quotation for the new Shares to be issued pursuant to the Share Option Scheme.
Save as disclosed above, no person has been, or is entitled to be granted an option to subscribe for
Shares in or debentures of our Company or any of our subsidiaries.
PROPERTIES AND FIXED ASSETS
The following properties are owned by our Company as at 30 June 2000:Location
Description
Area
(land)
sq.m.
Area
(Built-up)
sq.m.
Tenure/ Unexpired
Terms as at
30 June 2000
Net book value
as at
30 June 2000
($)
Singapore 729670
3 storey
Industrial
Property
5,883
5,231
30 years commencing
16 October 1992
Unexpired 22 years
4,125,042
Singapore 729673
3 storey
Industrial
Property
7,064
7,409
30 years commencing
16 October 1992
Unexpired 22 years
4,901,598
Singapore 729677
3 storey
Industrial
Property
9,232
7,078
30 years commencing
1 November 1992
Unexpired 22 years
4,851,354
Land,
Factory and
Staff Quarters
53,761
7,449
50 years commencing
29 December 1994
Unexpired 44 years
RMB 6,454,860
Suzhou Huqui Economic
Technical Development Park,
No.9 Jin Guang Road, Huqui,
Suzhou, PRC
75
We currently rent the following properties as at 30 November 2000:Location
Description
Area
(Built-up)
sq.m.
Tenure/ Unexpired
Terms as at
30 November 2000
7500 Beach Road
The Plaza #03-01/01A
The Furniture Mall
Singapore 199594
Retail outlet
448.0
15 July 2000 – 14 July 2006
Unexpired 67.5 months
Hotel Plaza Ltd
7500 Beach Road
The Plaza #02-22/23/24
The Furniture Mall
Singapore 199594
Retail outlet
385.0
15 July 2000 – 14 July 2006
Hotel Plaza Ltd
7500 Beach Road
The Plaza #03-26/27/28
The Furniture Mall
Singapore 199594
Retail outlet
199.1
15 July 2000 – 14 July 2006
Hotel Plaza Ltd
7500 Beach Road
The Plaza #02-26/27
The Furniture Mall
Singapore 199594
Retail outlet
209.0
15 July 2000 – 14 July 2006
Hotel Plaza Ltd
22 Kallang Avenue
#01-00 Hong Aik
Industrial Building
Singapore 339413
Warehouse/
display centre
659.6
16 July 2000 – 15 July 2003
Hong Aik Property
Pte Ltd
9 Penang Road #03-01
Park Mall
Singapore 238459
Retail outlet
237.2
9 November 1999
– 8 November 2002
Unexpired 23 months
Wingain Investment
Pte Ltd
9 Penang Road #03-08/09
Park Mall
Singapore 238459
Retail outlet
624.9
16 November 1999
– 15 November 2002
Wingain Investment
Pte Ltd
Park Mall
Singapore 238459
Retail outlet
137.9
20 November 1999
– 19 November 2002
Wingain Investment
Pte Ltd
Park Mall
Singapore 238459
Retail outlet
239.0
1 April 2000
– 31 March 2002
Unexpired 16 months
Wingain Investment
Pte Ltd
1 Maritime Square
World Trade Centre
#03-58/59 Home Trend
Singapore 099253
Retail outlet
355.0
1 November 1999
– 30 October 2002
Unexpired 23 months
PSA Corporation
Ltd
174 Paya Lebar Road
Singapore 409027
Warehouse /
display centre
1,345.0
30 March 1999
– 31 March 2002
Unexpired 16 months
Paya Lebar
Investment Pte Ltd
Retail outlet
373.0
29 April 1999
– 30 April 2002
Unexpired 17 months
Marina Centre
Holdings Pte Ltd
6 Raffles Boulevard
Marina Square
#03-131/132/133
Singapore 039594
76
Registered
Owner /
Lessor
Location
Description
Area
(Built-up)
sq.m.
Tenure/ Unexpired
Terms as at
30 November 2000
Registered
Owner /
Lessor
12 Jalan Kilang Barat
Singapore 159354
Warehouse /
display centre
2,050.5
22 October 1999
– 19 October 2002
Land Supreme
Pte Ltd
8 Sungei Kadut Loop
Singapore 729455
Office /
Warehouse
1,440.0
15 June 1999 – 14 June 2002 King Wan
Construction Pte Ltd
1189 Upper Serangoon
Road #02-01/02
Hougang Plaza
Singapore 534785
Retail outlet
1,997.0
3 October 2000
– 9 January 2004
Hougang Town
Central
Development
Pte Ltd
900 South Woodlands
Drive #06-02/03/04
Woodlands Civic Centre
Singapore
Retail outlet
273.0
1 November 2000 –
31 October 2003
Unexpired 35 months
The Furniture Mall
(Woodlands)
Pte Ltd
Zhu Guang Lin Square,
Xi Li Town, Shenzhen,
PRC
Office /
Factory
6,050
1 May 1996 – 30 April 2006
Unexpired 65 months
To continue thereafter until
repossessed by the PRC
government
Shenzhen Calo
Industrial
Development
Co., Ltd.
Warehouse
2,750
1 March 1996 –
28 February 2001
Unexpired 3 months
To continue thereafter until
repossessed by the PRC
government
Shenzhen Yanghua
Storage &
Transportation
Co., Ltd.
As at 30 June 2000, our Group’s fixed assets had in aggregate a net book value of approximately $19.6
million.
As part of the requirement for our mortgage loan from OUB for 47 and 49 Sungei Kadut Avenue, a
valuation was done by Overseas Union Realty Services Pte Ltd. on the aforementioned 2 properties on
16 June 2000. The valuations were as follow:$’000
Open Market Value
Forced Sale Value
Net Book Value
6,000
5,000
4,125
8,400
7,000
4,902
We have a potential revaluation gain of between $3.0 million and $5.4 million, which we have not
recorded in our financial statements. Should we decide to perform a revaluation, our NTA as at 30 June
2000 would be between $15.3 million and $17.7 million instead of $12.3 million currently. Our NTA per
share based on our pre-Invitation share capital would increase by between $0.05 and $0.09.
DIVIDENDS
We paid a dividend in FY1999. Past dividends paid are not necessarily reflective of future dividend
payments. We do not have any dividend policy. Future dividends will be paid by us as and when
approved by our shareholders and Directors. Any such dividend payments will be subject to the level of
our future earnings, cashflow, financial condition and other factors, including such legal or contractual
restriction as may apply from time to time.
77
LETTER FROM THE AUDITORS AND REPORTING ACCOUNTANTS
IN RELATION TO THE CONSOLIDATED PROFIT FORECAST
FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2000
9 December 2000
The Board of Directors
Singapore 729670
Dear Sirs
This letter has been prepared for inclusion in the Prospectus of Novena Holdings Limited (the
“Company”) dated 9 December 2000 in connection with the invitation in respect of 11,000,000 new
ordinary shares of $0.15 each in the capital of the Company at $0.235 per share payable in full on
application.
We have examined the consolidated profit forecast of the Company and its subsidiaries (the “Group”)
for the financial year ending 31 December 2000 set out on page 48 of the Prospectus in accordance
with Singapore Standards on Auditing applicable to the examination of prospective financial information.
The Directors are solely responsible for the consolidated profit forecast including the bases and
assumptions set out on page 48 of the Prospectus on which the forecast is based. The consolidated
profit forecast includes the results of the audited financial statements for the six months ended 30 June
2000.
Based on our examination of the evidence supporting the assumptions, nothing has come to our
attention which causes us to believe that these assumptions do not provide a reasonable basis for the
consolidated profit forecast. Further, in our opinion, the consolidated profit forecast, so far as the
accounting policies and calculations are concerned, is properly prepared on the basis of the bases and
assumptions, is consistent with the accounting policies normally adopted by the Group.
Yours faithfully
Arthur Andersen
Singapore
Partner-in-charge: Ong Chew Chwee
78
DIRECTORS’ REPORT
9 December 2000
The Shareholders
Singapore 729670
Dear Sirs
This report has been prepared for inclusion in the prospectus dated 9 December 2000 (the
“Prospectus”) in connection with the invitation in respect of 11,000,000 new ordinary shares of $0.15
each in the capital of Novena Holdings Limited (the “Company”).
On behalf of the Directors of the Company, I report that, having made the due inquiry in relation to the
interval between 30 June 2000, the date to which the last audited accounts of the Company and its
subsidiaries were made up, and the date hereof, being a date not earlier than 14 days before the issue
of this Prospectus:(i)
in the opinion of the Directors, the business of the Company and its subsidiaries has been
satisfactorily maintained;
(ii)
in the opinion of the Directors, no circumstances have arisen since the last Annual General
Meeting of the Company which would adversely affect the trading or the value of the assets of the
Company and its subsidiaries;
(iii) the current assets of the Company and its subsidiaries appear in the books at values which are
believed to be realisable in the ordinary course of business;
(iv) save as disclosed on page 121 of this Prospectus, there are no contingent liabilities by reason of
any guarantees given by the Company or its subsidiaries; and
(v) save as disclosed on page 24 of this Prospectus, there has been no change in the published
reserves or any unusual factor affecting the profits of the Company and its subsidiaries since the
date that the last audited accounts were made up to.
Yours faithfully
for and on behalf of the
Board of Directors
DR TOH SOON HUAT
Deputy Chairman and Chief Executive Officer
79
ACCOUNTANTS’ REPORT
9 December 2000
The Board of Directors
Singapore 729670
Dear Sirs
A.
INTRODUCTION
This report has been prepared for inclusion in the Prospectus dated 9 December 2000 in
connection with the invitation by Novena Holdings Limited (the “Company”) in respect of
11,000,000 ordinary shares of $0.15 each in the capital of the Company comprising 1,100,000
Offer Shares at $0.235 each by way of public offer and 9,900,000 Placement Shares at $0.235
each by way of placement, comprising (i) 7,150,000 Placement Shares, and (ii) 2,750,000
Reserved Shares, payable in full on application.
B.
THE COMPANY
The Company was incorporated in Singapore on 4 November 1993 as a limited private company.
On 7 December 2000, the Company was converted to a public limited company at which time the
name of the Company was changed to Novena Holdings Limited. The principal activity of the
Company is that of investment holding.
The Company was incorporated with an authorised share capital of $1,000,000 comprising
1,000,000 ordinary shares of $1 each. Upon incorporation, the Company issued 2 subscriber
shares at par for cash to its first two directors.
Thereafter, the Company increased its authorised share capital and issued and paid-up share
capital as follows :
Date
Authorised share Issued and paid-up
capital
share capital
$
$
Purpose
6 January 1995
2,000,000
1,000,000
Increase in authorised share capital by the creation of
an additional 1,000,000 ordinary shares of $1.00 each.
Issue of 999,998 ordinary shares of $1.00 each at par
for cash to provide additional working capital
17 February 1995
10,000,000
1,000,000
Increase in authorised share capital by the creation of
8,000,000 ordinary shares of $1.00 each
28 March 1995
10,000,000
1,231,000
Issue of 231,000 ordinary shares of $1.00 each at par
in exchange for 55% equity interest in Utopia Interior
Design Pte Ltd. #
28 March 1995
10,000,000
5,231,000
Issue of 4,000,000 ordinary shares of $1.00 each in
exchange for 100% equity interest in Novena Furnishing
Centre Pte Ltd and Novena Investment Pte Ltd
# During the same year, the Company subsequently sold off all its shareholdings in Utopia Interior Design Pte Ltd to a third
party for a cash consideration of $231,000.
80
Date
C.
Authorised share Issued and paid-up
capital
share capital
$
$
Purpose
28 March 1995
10,000,000
5,713,625
Issue of 482,625 ordinary shares of $1.00 each at a
premium of $1.072 per share for cash to provide
additional working capital
10 November 1995
10,000,000
5,910,988
Issue of 197,363 ordinary shares of $1.00 each at a
premium of $1.072 per share for cash to provide
additional working capital
THE GROUP
At the date of this report, the Company had the following subsidiaries, (referred to collectively with
the Company as “the Group”):
Place and date
of incorporation
Issued and
Paid-up Capital
% equity held
by the Group
Novena Furnishing
Centre Pte Ltd
Singapore
$4,300,000
100
Retail and wholesale of
household and office furniture
Castilla Design Pte Ltd
Singapore
$1,000,000
100
Retail and wholesale of
household and office furniture
Novena Investment Pte Ltd
Singapore
$1,000,000
100
Investment holding company
The White Collection Pte Ltd
Singapore
$100,000
100
Retailing of furniture and
furnishing
Singapore
$100,000
100
Dormant
Shenzhen Calo Novena
Furniture Co., Ltd
People’s Republic
of China
RMB 5,389,000
60
Manufacture and retail of office,
household and custom-made
furniture
Suzhou Novena
Furniture Co., Ltd
People’s Republic
of China
RMB 25,540,800
75
Manufacture and retail of office,
household and custom-made
furniture
Name of subsidiary
Principal activities
Held by the Company
Held by subsidiaries
We have acted as auditors of the Company and its Singapore incorporated subsidiaries for the
financial periods covered by this report except for Dorino Furnishing Pte Ltd of which we were
appointed as auditors with effect from 8 January 2000. The financial statements of Dorino
Furnishing Pte Ltd for all other periods covered by this report have been audited by K.J. Tan & Co.
The financial statements of the People’s Republic of China (“PRC”) incorporated subsidiaries have
been audited by our associated firms in the PRC with effect from the financial year ended 31
December 1997. The financial statements of Shenzhen Calo Novena Furniture Co., Ltd for all other
periods covered by this report have been audited by Kung Ming Certified Public Accountants. The
financial statements of Suzhou Novena Furniture Co., Ltd for all other periods covered by this
report have been audited by Jiangsu Xinglian Certified Public Accountants.
The financial statements of the companies in the Group were audited in accordance with applicable
auditing standards in the countries in which they are incorporated.
81
The auditors’ reports on the financial statements of Novena Investment Pte Ltd and Novena
Furnishing Centre Pte Ltd for the years ended 31 December 1996 and 1997 were qualified on
grounds that the auditors were unable to ascertain the carrying value of the companies’
investments in their respective PRC incorporated subsidiaries.
The auditors’ reports on the financial statements of Novena Holdings Pte Ltd for the years ended
31 December 1996 and 1997 included a disclaimer of opinion as the auditors were unable to
express an opinion on the financial statements. This was because the auditors were unable to
ascertain the carrying value of the Company’s investment in its two PRC incorporated subsidiaries.
In addition to that, the financial statements of these two PRC incorporated subsidiaries were not
included in the Group’s consolidated financial statements as required under Section 201(3A) of the
Companies Act and Statement of Accounting Standard No.26.
However in 1998, the directors have instructed Arthur Andersen’s associate firms in the PRC to
perform the audits of these subsidiaries for the years ended 31 December 1997 and 1998 and the
results of these subsidiaries have been consolidated in the Group’s financial statements. Based
on these audits, certain comparative figures for 1997 have been restated in the 1998 financial
statements.
Other than as disclosed above, there were no other audit qualifications in respect of the audited
financial statements of the Company and its subsidiaries for the financial periods covered by this
report.
D.
BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
The financial statements set out in this report is expressed in Singapore dollars and shows the
Consolidated Balance Sheets as at 31 December 1995, 1996, 1997, 1998 and 1999 and as at 30
June 2000, as well as the Consolidated Profit and Loss Accounts and the Consolidated
Statements of Changes in Shareholders’ Equity for the years and period then ended. It also
includes the Balance Sheet of the Company as at 30 June 2000 and the Statement of Profit and
Loss of the Company for the period then ended.
The financial statements has been prepared based on the legal Group structure which was in
existence during the periods covered by this report. In arriving at the Group financial statements,
we have consolidated the results of the PRC subsidiaries for the financial year ended 31 December
1996 in order to present the financial statements on a consistent and comparable basis. The
adjustments are reflected in Section G.
82
E.
CONSOLIDATED BALANCE SHEETS
As at 31 December
Note
Share capital and reserves
Represented by:
Fixed assets
Land occupancy rights
Investment in associated
company
Other investment
Current assets
Current liabilities
1995
1996
1997
1998
1999
2000
$’000
$’000
$’000
$’000
$’000
$’000
H
7,030
6,289
7,339
8,087
10,918
12,261
J4
J5
J7
14,006
—
366
15,599
1,757
366
16,459
1,794
366
15,110
1,706
246
15,090
1,679
—
19,647
1,719
—
J8
804
—
—
—
—
—
J9
J15
Net current (liabilities) assets
Less:
Non-current liabilities
Minority interests
As at 30 June
J19
8,061
(9,331)
8,444
(12,597)
12,064
(16,431)
11,373
(14,311)
13,248
(13,658)
(1,270)
(4,153)
(4,367)
(2,938)
(410)
339
6,876
—
6,072
1,208
5,463
1,450
4,586
1,451
3,936
1,505
7,884
1,560
7,030
6,289
7,339
8,087
10,918
12,261
83
13,329
(12,990)
F.
CONSOLIDATED STATEMENTS OF PROFIT AND LOSS
Period ended
30 June
Year ended 31 December
Note
Turnover
J21
Operating profit before
interest, depreciation,
amortisation and taxation
1995
1996
1997
1998
1999
2000
$’000
$’000
$’000
$’000
$’000
$’000
14,140
18,398
23,805
26,771
35,290
16,946
2,037
1,193
2,574
3,623
6,076
2,968
Interest expense
J22
(605)
(837)
(984)
(1,111)
(718)
(331)
Depreciation and
amortisation charge
J23
(836)
(1,355)
(1,160)
(1,188)
(1,337)
(825)
596
(999)
430
1,324
4,021
1,812
Share of associated
company’s profit (loss)
63
—
—
(120)
—
—
Gain on disposal of
associated company
—
—
—
—
54
—
Operating profit (loss)
Profit (loss) before taxation
J24
659
(999)
430
1,204
4,075
1,812
Taxation
J25
(248)
(177)
129
(304)
(1,064)
(513)
411
(1,176)
559
900
3,011
1,299
(47)
(85)
Profit (loss) after taxation
Minority interests
Net profit (loss) attributable
to Members of the Company
Dividends, net
J26
—
277
(50)
(42)
411
(899)
509
858
2,964
1,214
—
—
—
—
153
—
84
G.
STATEMENT OF ADJUSTMENTS
In arriving at the consolidated financial information, adjustments were made in order to present the
financial information on a consistent and comparable basis. The adjustments were made to reflect
the investments of the Company, as if the consolidation for the Group had been performed from 1
January 1996.
Period ended
30 June
1995
1996
1997
1998
1999
2000
$’000
$’000
$’000
$’000
$’000
$’000
14,140
19,002
23,805
26,771
35,290
16,946
Turnover of subsidiaries included in Group
—
914
—
—
—
—
Elimination of turnover within Group
—
—
—
—
—
Adjusted turnover as stated in the
Consolidated Statements of Profit
and Loss
14,140
18,398
23,805
26,771
35,290
16,946
659
(159)
430
1,204
4,075
1,812
—
(840)
—
—
—
—
659
(999)
430
1,204
4,075
1,812
Turnover
As stated in the audited financial
statements of the Group
(1,518)
Profit (loss) before taxation
As stated in the audited financial
statements of the Group
Loss of subsidiaries included in Group
Adjusted profit (loss) before taxation as
stated in the Consolidated Statements
of Profit and Loss
85
H.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended 31 December 1995, 1996, 1997, 1998 and 1999 and period ended 30 June
2000
Share
capital
Capital
reserves
Translation
reserves
$’000
(Note J3a)
$’000
(Note J3b)
$’000
5,911
729
—
Total
Accumulated shareholders’
profits
equity
$’000
$’000
—
(21)
6,619
—
—
411
411
5,911
729
—
390
7,030
Net profit for the year
—
—
—
(899)
(899)
Net change in share premium
—
(72)
—
—
(72)
Translation differences arising
on consolidation
—
—
230
—
230
5,911
657
230
(509)
6,289
—
—
—
509
509
on consolidation
—
—
541
—
541
5,911
657
771
—
7,339
—
—
—
858
858
on consolidation
—
—
(110)
—
(110)
5,911
657
661
858
8,087
—
—
—
2,964
2,964
on consolidation
—
—
20
—
20
Dividends
—
—
—
(153)
(153)
5,911
657
681
3,669
10,918
Net profit for the period
—
—
—
1,214
1,214
on consolidation
—
—
129
—
129
Reclassification from capital reserves
to translation reserves (See *)
—
72
(72)
—
—
5,911
729
738
4,883
12,261
Balance at 1 January 1995
Balance at 31 December 1995
Balance at 30 June 2000
*
The reclassification from capital reserves relates to the translation differences which arose when a subsidiary’s
registered capital (denominated in US$), was translated to its reporting currency, the RMB, in accordance with the
Accounting Regulations of the People’s Republic of China for Enterprises with Foreign Investment.
86
I.
HOLDING COMPANY ONLY
BALANCE SHEET
Note
As at
30 June
2000
$’000
Share capital
Capital reserves
Accumulated profits
J3a
J3b
5,911
729
267
6,907
Represented by:
Investment in subsidiaries
J6(a)
Current assets
Current liabilities
J9
J15
Net current assets
6,249
691
(33)
658
6,907
STATEMENT OF PROFIT AND LOSS
Note
Period ended
30 June
2000
$’000
Turnover
—
Operating loss before interest, depreciation,
amortisation and taxation
Interest expense
Depreciation and amortisation charge
(52)
—
—
Loss before taxation
Taxation
J24
J25
Loss after taxation
Accumulated profits, brought forward
(52)
3
(49)
316
Dividends
J26
267
—
267
87
J.
NOTES TO THE FINANCIAL INFORMATION
These notes form an integral part of and should be read in conjunction with the accompanying
financial information.
1.
THE COMPANY, ITS SUBSIDIARIES AND THEIR PRINCIPAL ACTIVITIES
The Company’s principal activities are those of investment holding. The principal activities of the
subsidiaries are the manufacturing, retail and wholesale of household and office furniture and
investment holding.
2.
SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies which have been consistently applied in the preparation of the
financial statements of the Company and the Group are as follows:
Basis of accounting
The financial information included in this report, expressed in Singapore dollars, are prepared in
accordance with the historical cost convention and Statements of Accounting Standard in
Singapore to reflect the results and the financial positions of the Company and the Group.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its
subsidiaries. The results of the subsidiaries acquired or disposed of during the financial year are
included in or excluded from the consolidated financial statements from the effective dates of
acquisition or disposal. Significant intercompany balances and transactions have been eliminated
on consolidation.
The excess of the fair value of net assets of subsidiaries acquired over the cost of acquisition
represents reserve on consolidation. Reserve on consolidation is amortised over 5 years through
the statement of profit and loss.
In the preparation of the consolidated financial statements, the financial statements of the foreign
subsidiaries have been translated from Renminbi to Singapore dollars as follows :
i)
ii)
iii)
all assets and liabilities at the exchange rates approximating those prevailing on the balance
sheet dates;
share capital and reserves at historical exchange rates; and
profit and loss items at the average exchange rate for the years or period.
Exchange differences arising from the above translation are taken to translation reserves.
Revenue recognition
Revenue from sale of goods is recognised upon delivery of goods and acceptance by customers.
Subsidiaries and associated company
Investments in subsidiaries are stated at cost. Provision is made where there is a decline in value
that is other than temporary.
An associated company is defined as a company, not being a subsidiary, in which the Group has
an equity interest of not less than 20% and in whose financial and operating policy decisions the
Group exercises significant influence.
The Group’s share of profits less losses of associated company is included in the consolidated
financial statements of profit and loss. The Group’s share of post-acquisition accumulated profits
and reserves of associated companies is added to the cost of investments in the consolidated
balance sheet.
88
J.
NOTES TO THE FINANCIAL INFORMATION (Continued)
Fixed assets and depreciation
Fixed assets are stated at cost less accumulated depreciation.
Leasehold buildings and factory are depreciated using the straight-line method to write-off the cost
over their leasehold terms ranging between 20 to 28 years. The other fixed assets are depreciated
using the straight-line method to write-off the cost over their estimated useful lives. The estimated
useful lives have been taken as follows Years
Computers
Furniture and fittings
Office equipment
Motor vehicles
Showroom renovation
Air-conditioners
Machinery
3
3-6
3-6
6
3-8
8
8
Stocks
Stocks are stated at the lower of cost (determined on a first-in, first-out basis) and net realisable
value. Cost includes materials, all direct expenditure and an attributable proportion of overheads.
Provision is made for deteriorated, damaged, obsolete and slow moving stocks.
Affiliated companies
An affiliated company is defined as a company not being a subsidiary or an associated company,
in which shareholders or common directors exercise control or significant influence over its
financial and operating policies.
Hire purchase
Where assets are financed by hire purchase agreements that give rights approximating to
ownership, the assets are capitalised as if they had been purchased outright at the values
equivalent to the present value of the total rental payable during the periods of the hire purchase
and the corresponding hire purchase commitments are included under liabilities. The excess of the
hire purchase payments over the recorded hire purchase obligations is treated as finance charges
which are amortised over each hire purchase term to give a constant rate of charge on the
outstanding balance at the end of each period.
Taxation
Income tax expense is determined on the basis of tax effect accounting, using the liability method
and is applied to all significant timing differences. Deferred tax benefits are not recognised unless
there is reasonable expectation of their realisation.
Foreign currency transactions and balances
The accounting records of the companies in the Group are maintained in their respective functional
currencies. Transactions in foreign currencies during the financial year are recorded in the
respective functional currencies using exchange rates approximating those prevailing on
transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are
translated into the respective functional currencies at exchange rates approximating those ruling at
that date. All resultant exchange differences are dealt with through the statement of profit and loss.
89
J.
3.
SHARE CAPITAL AND RESERVES
(a) Share capital
Group
Company
1995
1996
1997
1998
1999
30 June
2000
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Authorised
– 10,000,000 ordinary
shares of $1 each 10,000
10,000
10,000
10,000
10,000
10,000
10,000
Issued and fully paid
– 5,910,988 ordinary
shares of $1 each 5,911
5,911
5,911
5,911
5,911
5,911
5,911
(b) Capital reserves
This represents the excess of proceeds received from issues of shares over the par value of
shares issued, credited to the share premium account. The share premium account may only
be applied in paying up unissued shares to be issued to shareholders, paying up in whole or in
part the balance unpaid on shares in issue, in writing off preliminary expenses and share and
debenture issue expenses and by provision for premiums payable on the redemption of
redeemable preferred shares.
For the periods under review, the Company has not utilised any amounts in the share premium
account for the above mentioned purposes.
90
91
4,796
Net book value
As at 31.12.96
5,372
As at 31.12.96
576
5,372
—
—
31 December 1996
Cost
As at 1.1.96
Additions
Disposals
As at 31.12.96
4,988
Net book value
As at 31.12.95
384
192
—
—
384
As at 31.12.95
Accumulated depreciation
As at 1.1.96
Charge for the year
Disposals
Translation difference
218
192
5,664
436
218
218
—
—
6,100
6,100
—
—
5,882
218
—
6,100
192
5,372
As at 31.12.95
6,100
Arising from subsidiaries acquired
during the year
Charge for the year
5,372
$’000
$’000
31 December 1995
Cost
Additions during the year
Leasehold
factory
49
131
99
32
—
—
180
173
7
—
74
99
11
88
173
173
$’000
Computers
FIXED ASSETS
4.
Leasehold
buildings
J.
338
276
190
104
(18)
—
614
513
141
(40)
323
190
88
102
513
513
$’000
Furniture
and fixtures
10
36
26
10
—
—
46
43
3
—
17
26
13
13
43
43
$’000
Office
equipment
227
124
77
47
—
—
351
228
150
(27)
151
77
34
43
228
228
$’000
Motor
vehicles
249
164
115
87
(38)
—
413
394
69
(50)
279
115
70
45
394
394
$’000
Showroom
renovation
12
99
93
6
—
—
111
111
—
—
18
93
7
86
111
111
$’000
Air
conditioners
2,887
650
325
749
(422)
(2)
3,537
2,599
3,478
(2,540)
2,274
325
325
—
2,599
2,599
$’000
1,367
—
—
—
—
—
1,367
—
1,367
—
—
—
—
—
—
—
$’000
Construction
Machinery in progress (CIP)
15,599
2,492
1,527
1,445
(478)
(2)
18,091
15,533
5,215
(2,657)
14,006
1,527
958
569
15,533
15,533
$’000
Total
92
6,948
—
—
(44)
6,904
31 December 1998
Cost
As at 1.1.98
Additions
Disposals
As at 31.12.98
1,096
5,808
As at 31.12.98
Net book value
As at 31.12.98
838
261
—
(3)
6,110
Net book value
As at 31.12.97
As at 1.1.98
Charge for the year
Disposals
838
As at 31.12.97
576
255
—
7
6,948
As at 31.12.97
As at 1.1.97
Charge for the year
Disposals
5,372
209
—
1,367
—
31 December 1997
Cost
As at 1.1.97
Additions
Disposals
Transfer from CIP (to building)
5,228
872
654
218
—
—
6,100
6,100
—
—
—
5,446
654
436
218
—
—
6,100
6,100
—
—
—
—
Leasehold
factory
$’000
13
193
162
31
—
—
206
195
11
—
—
33
162
131
31
—
—
195
180
15
—
—
—
Computers
$’000
FIXED ASSETS (Continued)
4.
Leasehold
buildings
$’000
J.
435
602
441
164
—
(3)
1,037
1,010
39
—
(12)
569
441
276
157
—
8
1,010
614
379
—
—
17
Furniture
and fixtures
$’000
7
50
46
4
—
—
57
54
3
—
—
8
46
36
10
—
—
54
46
8
—
—
—
Office
equipment
$’000
514
412
261
153
—
(2)
926
922
11
—
(7)
661
261
124
144
(14)
7
922
351
586
(42)
—
27
Motor
vehicles
$’000
138
338
252
86
—
—
476
476
—
—
—
224
252
164
88
—
—
476
413
63
—
—
—
Showroom
renovation
$’000
—
111
105
6
—
—
111
111
—
—
—
6
105
99
6
—
—
111
111
—
—
—
—
Air
conditioners
$’000
2,967
1,473
1,157
350
—
(34)
4,440
4,559
2
—
(121)
3,402
1,157
650
339
—
168
4,559
3,537
297
—
—
725
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,367
—
—
(1,367)
—
Construction
$’000
$’000
15,110
5,147
3,916
1,273
—
(42)
20,257
20,375
66
—
(184)
16,459
3,916
2,492
1,248
(14)
190
20,375
18,091
1,557
(42)
—
769
Total
$’000
93
6,904
—
—
8
6,912
1,096
263
—
(1)
1,358
5,554
6,911
4,851
—
54
11,816
1,358
131
—
8
1,497
10,319
31 December 1999
Cost
As at 1.1.99
Additions
Disposals
As at 31.12.99
As at 1.1.99
Charge for the year
Disposals
As at 31.12.99
Net book value
As at 31.12.99
30 June 2000
Cost
As at 1.1.00
Additions
Disposals
As at 30.6.00
As at 1.1.00
Charge for the period
Disposals
As at 30.6.00
Net book value
As at 30.6.00
4,902
1,198
1,089
109
—
—
6,100
6,100
—
—
—
5,010
1,090
872
218
—
—
6,100
6,100
—
—
—
Leasehold
factory
$’000
49
233
219
14
—
—
282
257
25
—
—
38
219
193
26
—
—
257
206
51
—
—
Computers
$’000
FIXED ASSETS (Continued)
4.
Leasehold
buildings
$’000
J.
581
874
788
80
—
6
1,455
1,383
57
—
15
595
787
602
185
—
—
1,382
1,037
343
—
2
Furniture
and fixtures
$’000
28
64
58
6
—
—
92
80
12
—
—
21
59
50
9
—
—
80
57
23
—
—
Office
equipment
$’000
876
727
634
127
(39)
5
1,603
1,476
163
(44)
8
842
634
412
247
(25)
—
1,476
926
574
(25)
1
Motor
vehicles
$’000
287
566
493
73
—
—
853
746
107
—
—
252
494
338
156
—
—
746
476
270
—
—
Showroom
renovation
$’000
78
136
128
8
—
—
214
210
4
—
—
83
127
111
16
—
—
210
111
99
—
—
Air
conditioners
$’000
2,527
2,095
1,776
258
—
61
4,622
4,471
3
—
148
2,695
1,776
1,473
302
—
1
4,471
4,440
10
—
21
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Construction
$’000
$’000
19,647
7,390
6,544
806
(40)
80
27,037
21,634
5,222
(44)
225
15,090
6,544
5,147
1,422
(25)
—
21,634
20,257
1,370
(25)
32
Total
$’000
J.
5.
LAND OCCUPANCY RIGHTS
Group
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
—
—
—
1,690
(64)
131
1,690
(98)
202
1,690
(135)
151
1,690
(172)
161
1,690
(191)
220
—
1,757
1,794
1,706
1,679
1,719
At beginning of year / period
Accumulated amortisation acquired
Amortisation during the year / period
—
—
—
—
(32)
(32)
(64)
—
(34)
(98)
—
(37)
(135)
—
(37)
(172)
—
(19)
At end of year / period
—
(64)
(98)
(135)
(172)
(191)
At cost
Less accumulated amortisation
Movements in accumulated amortisation
are as follows:
6.
INVESTMENT IN SUBSIDIARIES
(a) Investment in subsidiaries comprise:
Company
30 June 2000
$’000
Unquoted equity shares at cost
Less provision for diminution in value
6,500
(251)
6,249
Movements in provision for dimunition in value are as follows:
At beginning of year
Provision during the period
201
50
At end of period
251
94
95
Trading of household
and office furniture
Castilla Design
Pte Ltd
Singapore
Dorino Furnishing
Pte Ltd
People’s Republic
China
People’s Republic
China
Manufacture and retail
of office, of household
and custom-made
furniture
Suzhou Novena
Manufacture and retail
Furniture Co., Ltd. of office, of household
and custom-made
furniture
Shenzhen Calo
Novena Furniture
Co., Ltd.
Held by subsidiaries
Singapore
The White Collection Retailing of furniture
Pte Ltd
and furnishing
Dormant
Singapore
Singapore
Singapore
Investment holding
company
Novena Investment
Pte Ltd
Trading of household
and office furniture
Principal activity
Novena Furnishing
Centre Pte Ltd
Held by the Company
Name
Country of
incorporation and
place of business
INVESTMENT IN SUBSIDIARIES (Continued)
6.
(b) Details of subsidiaries are as follows -
J.
—
—
—
—
100
100
75
60
—
—
100
100
100
%
%
100
1996
1995
75
60
—
—
100
100
100
%
1997
75
60
—
—
100
100
100
%
1998
75
60
100
100
100
100
100
%
1999
Percentage of equity held by the Group
75
60
100
100
100
100
100
%
30 June
2000
—
3,202
548
6,300
6,300
—
—
—
1,000
1,000
4,300
$’000
1996
—
—
1,000
1,000
4,300
$’000
1995
3,202
548
6,300
—
—
1,000
1,000
4,300
$’000
1997
3,202
548
6,300
—
—
1,000
1,000
4,300
$’000
1998
Cost of investment
3,202
548
6,500
100
100
1,000
1,000
4,300
$’000
1999
3,202
548
6,500
100
100
1,000
1,000
4,300
$’000
30 June
2000
J.
7.
INVESTMENT IN ASSOCIATED COMPANY
(a) Movements in investment in associated company are as follows:
Group
As of 31 December
Unquoted equity shares at cost
Share of post-acquisition
accumulated (losses) profits
Disposal during the year
1995
1996
1997
1998
1999
$’000
$’000
$’000
$’000
$’000
281
85
281
85
281
85
281
(35)
281
—
—
—
—
—
(281)
366
366
366
246
—
(b) Movements in share of post-acquisition accumulated profits (losses) are as follows:
At beginning of the year
Share of current year loss
Disposal during the year
22
63
—
85
—
—
85
—
—
85
(120)
—
(35)
—
(35)
At end of the year
85
85
85
(35)
—
(c) Details of the associated company are as follows:
Name of
Company
Principal
Activities
Country of
Incorporation
and Place
of Business
Percentage of equity held by the Company
Cost of investment
1995
1996
1997
1998
1999
1995
1996
1997
1998
1999
%
%
%
%
%
$’000
$’000
$’000
$’000
$’000
44
44
44
44
—
281
281
281
281
—
Held by a
subsidiary
Shenzhen
Jinyuan
Novena
Furnishing
Co. Ltd
8.
Manufacture,
process
and retail
of furniture
and home
appliances
Shenzhen,
People’s
Republic
of
China
OTHER INVESTMENT
This relates to a joint venture between Novena Investment Pte Ltd (“NI”) and a company in the PRC to
establish Suzhou Novena Furniture Co., Ltd. Pursuant to the joint venture agreement, NI is to contribute
US$2.25 million representing 75% equity, whilst the local joint venture partner will contribute land valued
at US$0.75 million representing 25% equity. As at 31 December 1995, both parties had not contributed
in full and NI had only contributed US$557,822 ($803,982).
During the financial year ended 31 December 1996, NI and the joint venture partner made full
contribution in accordance with the joint venture agreement and hence Suzhou Novena Furniture Co. Ltd
became a subsidiary of NI .
96
J.
9.
CURRENT ASSETS
Group
1995
1996
1997
1998
1999
30 June
2000
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
4,130
1,872
818
4,683
2,212
419
7,803
2,015
524
6,796
2,311
428
7,287
2,136
782
7,824
1,835
1,989
—
—
99
122
58
19
324
367
132
—
359
230
68
—
—
—
—
13
—
70
283
—
—
—
—
13
—
—
—
—
—
—
579
14
534
226
544
228
572
780
600
914
620
2,056
630
919
—
13
8,061
8,444
12,064
11,373
13,248
13,329
691
Note
Stocks
Trade debtors
Other debtors, deposits
and prepayments
Due from affiliated
companies (trade)
Due from an associated
company (trade)
Due from affiliated
companies (non-trade)
Due from subsidiaries
(non-trade)
Fixed deposits
Cash and bank balances
Company
10
11
12
10. STOCKS
Group
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
945
—
3,185
—
652
235
3,796
—
1,542
607
5,654
—
988
282
5,581
(55)
488
212
6,648
(61)
518
195
7,174
(63)
4,130
4,683
7,803
6,796
7,287
7,824
At the beginning of the year / period
Provision for the year / period
—
—
—
—
—
—
—
—
—
—
55
—
55
5
1
61
—
2
At the end of the year / period
—
—
—
55
61
63
Raw materials
Work-in-progress
Finished goods
Less provision for stock obsolescence
Movements in provision for stock
obsolescence are as follows:
97
J.
11. TRADE DEBTORS
Group
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
1,938
(66)
2,278
(66)
2,118
(103)
2,464
(153)
2,350
(214)
2,188
(353)
1,872
2,212
2,015
2,311
2,136
1,835
Provision for the year / period
Provision arising from the acquisition
of a subsidiary
Write back of provision
—
42
24
66
—
—
66
37
—
103
50
—
153
69
—
214
143
—
—
—
—
—
(8)
(4)
66
66
103
153
214
353
Trade debtors
Less provision for doubtful debts
Movements in provision for doubtful
debts are as follows:
12. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS
Group
Other debtors
Deposits
Prepayments
Company
1995
1996
1997
1998
1999
30 June
2000
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
478
292
48
151
164
104
348
176
—
289
139
—
289
493
—
365
1,560
64
35
—
64
818
419
524
428
782
1,989
99
13. DUE FROM (TO) SUBSIDIARIES / AFFILIATED / RELATED COMPANIES (NON-TRADE)
These balances are unsecured, non-interest bearing and have no fixed terms of repayment.
14. FIXED DEPOSITS
Fixed deposits of a subsidiary are held under lien to a bank as a debenture over the subsidiary’s
loans (see Note 17).
98
J.
15. CURRENT LIABILITIES
Group
1995
1996
1997
1998
1999
30 June
2000
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
936
1,085
1,358
79
1,604
1,460
1,754
45
2,110
1,950
2,053
78
2,667
680
2,326
381
2,996
696
2,604
1,305
2,244
1,324
2,192
469
—
—
33
—
—
—
—
—
122
—
—
13
—
—
482
441
129
240
—
17
17
17
110
1,022
4,602
—
156
1,013
5,702
760
6
907
5,573
3,128
—
874
4,065
2,779
—
813
3,285
1,508
—
952
3,800
1,560
—
—
—
—
18
139
103
144
98
200
209
—
9,331
12,597
16,431
14,311
13,658
12,990
33
Note
Trade creditors
Bills payable to banks
Provision for taxation
Due to related companies
(trade)
Due to related companies
(non-trade)
Due to an affiliated company
(trade)
Term loans, current portion
Bank overdrafts (secured)
Short term loan
Hire purchase liabilities,
current portion
Company
16
16. OTHER CREDITORS AND ACCRUALS
Group
Company
1995
1996
1997
1998
1999
30 June
2000
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Accrued operating expenses 707
Customers’ deposits
487
Other creditors
164
343
664
747
295
987
771
354
1,275
697
687
1,383
534
234
1,537
421
—
—
33
1,358
1,754
2,053
2,326
2,604
2,192
33
99
100
—
Short term loans
$’000
$’000
760
5,702
1996
1995
4,602
1,013
203
706
104
1,022
203
706
113
$’000
$’000
Bank overdrafts
(secured)
Building loan(s)
Factory loan
Machinery loans
Term loans
1996
1995
3,128
5,573
$’000
1997
907
105
694
108
$’000
1997
Group
2,779
4,065
$’000
1998
874
69
694
111
$’000
1998
Due within 12 months
17. BANKING FACILITIES
J.
1,508
3,285
$’000
1999
813
119
694
—
$’000
1999
1,560
3,800
$’000
30 June
2000
952
415
537
—
$’000
30 June
2000
Group
5,896
1,640
3,984
272
$’000
1995
5,310
1,552
3,582
176
$’000
1996
4,779
1,545
3,166
68
$’000
1997
4,157
1,448
2,709
—
$’000
1998
Due after 12 months
3,547
1,326
2,221
—
$’000
1999
6,827
4,706
2,121
—
$’000
30 June
2000
J.
17. BANKING FACILITIES (Continued)
(i)
Building loans
The building loans comprise two separate loans, each undertaken by a subsidiary.
The first building loan is payable in 180 equal monthly installments commencing 31 March
1994. Interest is charged at the prevailing bank prime rate plus 0.5% per annum. This loan is
secured by a fixed and floating charge on all the subsidiary’s assets and undertakings and a
first legal mortgage on the subsidiary’s building and personal guarantees of two directors of
the Company.
The second building loan is payable in 120 equal installments commencing 1 June 2000.
Interest is charged at the prevailing bank rate for the first 3 years, and at the bank prime rate
plus 0.75% per annum thereafter. The loan is secured by a first legal mortgage on the
subsidiary’s building and the joint and several personal guarantees of two directors of the
Company.
(ii)
Factory loan
The factory loan is payable in 120 equal monthly installments commencing 1 December 1995.
Interest is charged at 6.5% per annum. This loan is secured by a fixed and floating charge on
all the subsidiary’s assets and undertakings and a first legal mortgage on the subsidiary’s
factory and personal guarantees of two directors.
(iii) Bank overdrafts
The bank overdrafts of a subsidiary are secured by an existing charge on the fixed deposits of
the subsidiary.
(iv) Short term loans
The short term loans comprise two separate loans each undertaken by a subsidiary.
The first short-term loan bears interest at a rate of 7.02% per annum and is secured by the
subsidiary’s buildings.
The second short term loan bears interest at a rate of 7.61% per annum and is guaranteed by
Shenzhen Calo Industrial Development Co., Ltd, a joint venture partner of the subsidiary.
101
J.
18. HIRE PURCHASE CREDITORS
Minimum payment under hire purchase contracts:
Group
Note
Within 1 year
Within 2 to 5 years
After 5 years
Less finance charges allocated
to future periods
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
149
159
—
112
51
—
159
287
—
112
175
—
232
327
—
236
340
6
308
163
446
287
559
582
(26)
(13)
(51)
(28)
(69)
(65)
282
150
395
259
490
517
139
143
103
47
144
251
98
161
200
290
209
308
282
150
395
259
490
517
Hire purchase creditors are
classified as follows:
– current portion
– non-current portion
15
19
19. NON-CURRENT LIABILITIES
Group
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
17
5,896
5,310
4,779
4,157
3,547
6,827
18
143
47
251
161
290
308
20
349
488
349
366
189
244
146
122
99
—
749
—
6,876
6,072
5,463
4,586
3,936
7,884
Note
Term loans, non-current
portion
Hire-purchase creditors,
non-current portion
Deferred taxation
102
J.
20. RESERVE ON CONSOLIDATION
This represents the excess of fair values attributed to the acquisition of the subsidiaries over the
purchase consideration.
Group
Less accumulated amortisation
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
610
(122)
610
(244)
610
(366)
610
(488)
610
(610)
610
(610)
488
366
244
122
—
—
Amortisation during the year / period
—
122
122
122
244
122
366
122
488
122
610
—
122
244
366
488
610
610
Movements in accumulated amortisation
during the year / period are as follows:
21. TURNOVER
Turnover represents the invoiced value of goods sold in the normal course of business.
22. INTEREST EXPENSE
Group
Bank overdrafts
Bills payable
Term loans
Hire purchase
Others
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
238
65
302
—
—
389
115
333
—
—
371
205
383
25
—
402
325
369
15
—
177
98
422
18
3
80
31
207
13
—
605
837
984
1,111
718
331
23. DEPRECIATION AND AMORTISATION EXPENSE
Group
Amortisation of land use rights
Amortisation of reserve on consolidation
Depreciation of fixed assets
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
—
(122)
958
32
(122)
1,445
34
(122)
1,248
37
(122)
1,273
37
(122)
1,422
19
—
806
836
1,355
1,160
1,188
1,337
825
103
J.
24. PROFIT (LOSS) BEFORE TAXATION
Profit (loss) before taxation has been determined after charging (crediting) the following:
Group
Directors’ remuneration
Interest income
– fixed deposits
– bank balances
Foreign exchange
(gain) loss, net
Gain on disposal of
fixed assets
Provision for doubtful
trade debts
Provision for stock
obsolescence
Provision for doubtful trade
debts written back
Bad trade debts written off
Bad trade debts recovered
Provision for diminution in
value of investment
in a subsidiary
Company
1995
1996
1997
1998
1999
30 June
2000
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
112
137
153
117
121
59
—
(10)
—
—
(10)
—
—
(28)
(5)
(158)
(29)
(4)
45
(20)
(6)
(53)
(10)
(8)
(79)
—
—
—
(7)
(543)
(3)
—
(10)
—
—
42
—
37
50
69
143
—
—
—
—
55
5
—
—
—
—
—
—
(8)
(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
12
—
—
11
(11)
—
—
—
50
25. TAXATION
Taxation comprises:
Group
Company
1995
1996
1997
1998
1999
30 June
2000
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Current tax
– current year
– under(over) provision in
respect of prior year
44
32
177
—
50
(19)
336
11
1,124
(13)
Deferred tax
– current year
– under(over)provision in
respect of prior year
195
(23)
—
—
(36)
(124)
(43)
—
248
177
(129)
304
104
335
(472)
—
(3)
(24)
(23)
82
568
—
—
1,064
513
(3)
J.
26. DIVIDENDS
Dividends declared and paid by companies within the Group during the periods under review are as
follows:
Gross ordinary
Dividend per share
Year ended
Net dividend
$’000
Novena Holdings Pte Ltd
31 December 1999
3.5 cents
153
31 December 1999
12 cents
382
No other dividends have been paid or proposed by the Company or its subsidiaries for any of the
periods under review.
27. RELATED PARTY TRANSACTIONS
During the periods under review, the Group had the following significant related party transactions,
on terms agreed to by the respective parties:
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
1,417
531
110
771
409
109
1,319
1,129
106
1,181
513
18
645
781
—
—
195
—
Purchases from an affiliated company
1,207
Delivery and rental expense to
—
related companies
Promotional expenses to affiliated company —
1,132
—
954
159
119
175
—
177
—
44
6
—
—
—
—
Income
Sales to an associated company
Sales to affiliated companies
Delivery and rental income from
affiliated companies
Expenses
28. CONTINGENT LIABILITIES AND COMMITMENTS
(a) Contingent liabilities, unsecured
Group
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
147
112
423
—
220
952
329
144
494
337
382
341
476
256
917
337
602
1,293
Unsecured contingent liabilities not
provided for in the financial statements:
– shipping guarantees and
unused letters of credit
– guarantees in lieu of deposits
105
J.
(b) Lease commitments
The Group has minimum lease rental commitments in respect of subsidiaries’ factory land and
showrooms payable as follows:
Group
Within one year
Within 2 to 5 years
After 5 years
1995
1996
1997
1998
1999
30 June
2000
$’000
$’000
$’000
$’000
$’000
$’000
1,921
4,016
2,879
1,726
3,520
4,913
1,889
3,372
5,001
2,070
1,796
4,903
1,748
3,840
4,633
1,925
3,606
4,504
8,816
10,159
10,262
8,769
10,221
10,035
29. SUBSEQUENT EVENTS
The following significant events took place subsequent to 30 June 2000:
(a) At an Extraordinary General Meeting held on 4 December 2000, the shareholders of the
Company approved, inter alia, the following:(i)
an increase in the authorised share capital of the Company from $10,000,000 comprising
10,000,000 ordinary shares of $1 each to $20,000,000 comprising 20,000,000 ordinary
shares of $1 each;
(ii)
an increase in the issued and paid up share capital of the Company from $5,910,988
divided into 5,910,988 ordinary shares of $1 each to $8,886,482 divided into 8,886,482
ordinary shares of $1 each;
(iii) capitalisation of $2,226,547 and $728,947 from the revenue and capital reserves of the
Company respectively, for a bonus issue of 2,955,494 ordinary shares of $1 each to
existing shareholders, on the basis of 1 ordinary share for every 2 ordinary shares held;
(iv) the sub-division of 3 ordinary shares of $1 each in the authorised and issued and paid-up
share capital of the Company into 20 ordinary shares of $0.15 each;
(v) the conversion of the Company into a public limited company and the change of its name
to Novena Holdings Limited;
(vi) the adoption of a new set of Articles of Association for the Company;
(vii) the adoption of the Share Option Scheme;
(viii) the issue of 11,000,000 New Shares which is the subject of this Invitation and which,
when fully paid, allotted and issued, will rank pari passu in all respects with the existing
ordinary shares of the Company; and
(ix) subject to the provisions of Section 161 of the Companies Act, Cap. 50 and the
provisions of the revised Articles of Association of the Company upon their becoming
effective, the Directors are authorised with effect from the date of listing and quotation of
all the issued shares of the Company on the SGX-Sesdaq to allot and issue such further
shares at any time and from time to time thereafter to such persons and on such terms
and conditions and for such purposes as the Directors may, in their absolute discretion,
deem fit provided that the aggregate number of shares proposed to be issued shall not
106
exceed 50 per cent. of the issued share capital of the Company immediately prior to the
proposed issue, and provided that the aggregate number of such shares to be issued
other than on a pro-rata basis to the then existing shareholders of the Company shall not
exceed 20 per cent. of the issued share capital of the Company immediately prior to the
said issue. Such a general mandate shall only remain in force until:
K.
•
the conclusion of the first annual general meeting of the Company following the
passing of the resolution at which time it shall lapse unless, by ordinary resolution
passed at that meeting, the mandate is renewed, either unconditionally or subject to
conditions, or
•
the shareholders of the Company by an ordinary resolution in a general meeting
revoke or vary such general mandate, whichever is earlier.
NET TANGIBLE ASSET BACKING OF THE GROUP
The net tangible asset backing of the Group for each ordinary share of $0.15 each is based on the
statement of net assets of the Group as at 30 June 2000 and after taking into consideration the
issue of 11,000,000 New Shares at $0.235 per share, which forms the subject of the Invitation, and
the proceeds and estimated expenses in connection therewith.
$’000
Net tangible assets
Net tangible assets as at 30 June 2000
12,261
Proceeds from the issue of 11,000,000 New Shares of $0.15 each at
$0.235 per share, which forms the subject of this Invitation
Less : estimated expenses of the Invitation
2,585
(885)
13,961
Number of
shares
‘000
Issued share capital
Issued and paid-up share capital as at 30 June 2000
5,911
Bonus issue of 2,955,494 ordinary shares of $1 each by way of
capitalisation of unappropriated profits and share premium
2,955
8,866
Sub-division of the par value of the ordinary shares from $1 to $0.15 per share
59,110
Issue of 11,000,000 New Shares of $0.15 each in connection with the Invitation
11,000
Issued and paid-up share capital after the Invitation
70,110
Net tangible asset backing per $0.15 share
$0.20
107
L.
AUDITED FINANCIAL STATEMENTS
No audited financial statements has been prepared for the Company or its subsidiaries for any
period subsequent to 30 June 2000.
Yours faithfully,
Arthur Andersen
Singapore
Ong Chew Chwee
Partner-in-charge
108
GENERAL AND STATUTORY INFORMATION
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1.
The particulars, the business and working experience of our Directors and executive officers are
set out on pages 66 to 68 of this Prospectus.
2.
The interests of our Directors and substantial shareholders in the Shares as at the date of this
Prospectus (before the Invitation) as recorded in our Register of Directors’ Shareholdings
maintained under the Act, and our Register of Substantial Shareholders, are as follows:No. of Shares registered in
the names of Directors or
substantial shareholders
(or their nominees)
%
No. of Shares in which
Directors or substantial
shareholders are deemed
to have an interest
%
Toh Soon Huat (1)
33,760,360
57.11
4,237,150
7.17
Phua Ah Kow (2)
5,910,990
10.00
5,910,990
10.00
—
—
—
—
591,100
1.00
—
—
Tay Beng Chuan
—
—
—
—
Wong Meng Yeng
—
—
—
—
NTUC Income (3)
5,910,990
10.00
—
—
Lee Kek Choo (1) *
4,237,150
7.17
33,760,360
57.11
Phua Siew Hua @
Chearn Siew Hua (2)
5,910,990
10.00
5,910,990
10.00
Name
Directors
Goh Cheng Chua Silvester (3)
Chong Hon Kuan Ivan *
Substantial shareholders
(Other than Directors)
Notes:1.
Lee Kek Choo is the wife of Dr Toh Soon Huat. As such, Dr Toh Soon Huat is deemed to have an indirect interest
in the Shares held by Lee Kek Choo.
2.
Phua Siew Hua @ Chearn Siew Hua is the wife of Phua Ah Kow. As such, Phua Ah Kow is deemed to have an
indirect interest in the Shares held by Phua Siew Hua @ Chearn Siew Hua.
3.
Goh Cheng Chua Silvester, who is the Assistant General Manager of NTUC Income, is appointed as a Director
to represent NTUC Income’s interest in our Company.
*
Subsequent to the Extraordinary General Meeting held on 4 December 2000, Lee Kek Choo sold 591,100
Shares to Chong Hon Kuan Ivan for a total consideration of $138,908.50.
109
3.
The list of present and past directorships of each of our Directors, excluding those held in our
Group, over the past five years preceding the date of this Prospectus, are as follows:Name
List of Other Directorships
List of Past Directorships
Dr Toh Soon Huat
Andari Pte Ltd
Shenzhen Calo Novena Furniture Co., Ltd.
Suzhou Novena Furniture Co., Ltd.
Novena Furnishing Centre (M) Sdn Bhd
Castilla Design (M) Sdn Bhd
Concept Furniture Group Pte Ltd
Furnlink Marketing (S) Pte Ltd (in liquidation)
Marhor Industries Sdn Bhd
Minotti Manufacturing (M) Sdn Bhd
Multi-Pal Pte Ltd
Multi-Plot Investment Pte Ltd
Multi-Region Investment Pte Ltd
Sakura Electric Pte Ltd
Serrano Design Concepts Pte Ltd
Serrano Holdings Pte Ltd
Serrano Industries Pte Ltd
Serrano Marketing (S) Pte Ltd
Utopia Interior Design Pte Ltd
Phua Ah Kow
American Prestige Collection Pte Ltd
Da Vinci Collection (B) Sdn Bhd
Da Vinci Collection (Shanghai) Co. Ltd.
Da Vinci Collection Sdn Bhd
Da Vinci & Divani Pte Ltd
Europe Kitchen Station Pte Ltd
Evergreat Machinery & Trading Pte Ltd
Himaya Properties Pte Ltd
Hi-Luxe Lighting Pte Ltd
Leonardo Collection Pte Ltd
New York Design Pte Ltd
P.T. Da Vinci Collection
Phua Holdings Pte Ltd
Supreme Express Credit Pte Ltd
Supreme Stainless Steel Pte Ltd
Yumeido Cosmetics Pte Ltd
Da Vinci Collection Pte Ltd
Da Vinci Holdings Pte Ltd
Deluxe Lighting Pte Ltd
Goh Cheng Chua
Silvester
Club Nuansa Ltd
Falcon Air Auto Services Pte Ltd
Falcon Air Holdings Pte Ltd
Falcon Air Rent-A-Car Pte Ltd
Nanjing Underwater World Co. Ltd
Nanjing Underwater World Pte Ltd
NTUC Income Car Co-operative
NTUC Income Enterprises Pte Ltd
NTUC Income Travel Pte Ltd
Nuansa Leisure Pte Ltd
Singapore Dress Pte Ltd
Snow Venture Pte Ltd
The The White Collection Pte Ltd
OCBC Asset Management Private Limited
Food Mills Pte Ltd (in members’ voluntary
liquidation)
110
4.
5.
Name
Chong Hon Kuan Ivan
Publicis Eureka Pte Ltd
Nil
Tay Beng Chuan
Alor Star Shipping Pte Ltd
Chinese Chamber Realty Pte Ltd
Financial Board of the Singapore Chinese
Chamber of Commerce & Industry
Fortune Star Lines (S) Pte Ltd
Fujian Zhangzhou Paint Factory
Greatern Enterprises (Pte) Ltd
Guanghai Shipping Pte Ltd
Guangxi Fangchenggang Yayuan
Container Depot & Warehouse Co. Ltd.
Guizhou Guiyuan Pros-Chem Inc.
Indrati Lines Pte Ltd
Jiangzhou Shipping Pte Ltd
Ocean Navigation Pte Ltd
Paos Industries Singapore Pte Ltd
Premium Funding Singapore Pte Ltd
Sino-Malay Travel Services Pte Ltd
Sun Yat Sen Nanyang Memorial Hall
Company Limited
Transcontinental Transportation &
Trading Pte Ltd
Uni-Navigation Pte Ltd
Uni-Ocean Maritime Pte Ltd
Uni-Ocean Tankers Pte Ltd
Winnow Investments Pte Ltd
Caracas Pte Ltd
Chinese Business Network Pte Ltd
Chuang Tung Maritime Pte Ltd
Greatern Ocean (S) Pte Ltd
Kie Hock Shipping (1971) Pte Ltd
(in members’ voluntary liquidation)
Pacific Timor Shipping Agency Pte Ltd
R S Platou Offshore (S) Pte Ltd
Sino-Malay Investment Holdings (Singapore)
Pte Ltd
STDC Pte Ltd (in member’s voluntary
liquidation)
Uni-Ocean Containers Pte Ltd (dissolved)
Uni-Ocean Lines Pte Ltd (in compulsory
liquidation)
Wong Meng Yeng
Ensol (Singapore) Pte Ltd
M Y Wong Management Services Pte Ltd
Multi-Chem Limited
Staunton Limited (Liberian co-operation)
Nil
The list of present and past directorships of each Executive Officer excluding those held in our
Company, over the past five years preceding the date of this Prospectus, are as follows:Name
Thia Meng Chng
Nil
Nil
Kathy Chan Lay May
Nil
Multi-Plot Investment Pte Ltd
Henry Widjaja
Signet Info-Link Pte Ltd
Nil
Goh Beow Hong
Nil
Nil
Alvin Tan Han Lim
Nil
Nil
Save as disclosed in paragraph 2 above, none of our Directors or substantial shareholders of our
Company has any shareholding in our Company.
111
6.
Save as disclosed on page 26 of this Prospectus, none of our Directors, executive officers and
substantial shareholders of our Company are related to one another. Save for Chong Hon Kuan
Ivan who is the Chairman and CEO of Publicis Eureka Pte Ltd, which is the advertising agency
providing advertising services to our Group, none of our Directors has any professional relationship
with our Company and our other Directors and substantial shareholders.
7.
None of our Directors is interested, directly or indirectly, in the promotion of, or in, any assets
which have been acquired or disposed of by, or leased to, our Group within the two years preceding
the date of this Prospectus, or are proposed to be acquired or disposed of by, or leased to, our
Group.
8.
Save as disclosed on page 65 of this Prospectus, none of our Directors or substantial
shareholders of our Company has any interest, direct or indirect, in any company carrying on a
similar trade as our Group.
9.
None of our Directors is materially interested in any existing contract or arrangement which is
significant in relation to the business of our Group taken as a whole.
10. Save as disclosed on page 71 of this Prospectus, there are no existing or proposed service
agreements between our Directors or our executive officers and our Group which are not
determinable by the employing company within one year without the payment of compensation
(other than statutory compensation).
11. None of our Directors has any intention to realise or transfer any part of their shareholding interests
in our Company as at the close of the Invitation within a period of one year after the admission of
our Company to the Official List of the SGX Sesdaq.
12. There is no shareholding qualification for our Directors under the Articles of Association of the
Company.
13. The aggregate remuneration and emoluments paid to the then existing directors for services in all
capacities to our Group for FY1999 amounted to approximately $0.1 million. For FY2000, the
estimated aggregate remuneration and emoluments payable to our Directors amount to
approximately $0.2 million.
14. No options to subscribe for shares in or debentures of our Group has been granted to, or has been
exercised by, any of our Directors or executive officers within the last financial year.
15. No sum or benefit has been paid or is agreed to be paid to any of our Directors or experts, 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.
16. None of our Directors or executive officers or controlling shareholders is or was involved in any of
the following events:(a) a petition in the last 10 years under bankruptcy laws in any jurisdiction against him or any
partnership in which he was a partner or any corporation of which he was a director or an
executive officer;
(b) unsatisfied judgements outstanding against him;
(c) a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty
punishable with imprisonment for three months or more, or charged for violation of any
securities laws or any such pending criminal proceeding against him;
(d) a conviction of any offence, in Singapore or elsewhere, involving a breach of any securities or
financial market laws, rules or regulations;
112
(e) the subject of judgement in any civil proceeding in Singapore or elsewhere in the last 10 years
involving fraud, misrepresentation or dishonesty or any such pending civil proceeding against
him;
(f)
a conviction in Singapore or elsewhere of any offence in connection with the formation or
management of any corporation;
(g) disqualification from acting as a director of any company, or from taking part in any way
directly or indirectly in the management of any company;
(h) the subject of any order, judgement or ruling of any court of competent jurisdiction, tribunal or
government body permanently or temporarily enjoining him from engaging in any type of
business practice or activity; and
(i)
to his knowledge, in Singapore or elsewhere, been concerned with the management or
conduct of affairs of any company or partnership which has been investigated by an inspector
appointed under the provisions of the Companies Act, or other securities enactment or by any
other regulatory body in connection with any matter involving the company or partnership
occurring or arising during the period when he was so concerned with the company or
partnership.
SHARE CAPITAL
17. As at the date of this Prospectus, there is only one class of shares in the capital of our Company.
The rights and privileges of the Shares are stated in the Articles of Association of our Company.
Save for the Option Shares, there are no founder, management or deferred shares reserved for
issuance for any purpose.
18. The changes in the issued share capital of our Company and our subsidiaries within the two years
preceding the date of this Prospectus, are as follows:Number of
ordinary shares
issued
Par value
The White Collection Pte Ltd /
6 April 1999
99,998
$1.00
$99,998/
working capital
$100,000
Dorino Furnishing Pte Ltd /
30 April 1999
99,998
$1.00
$99,998/
working capital
$100,000
Name of Company /
Date of Issue
Consideration /
Purpose
Resultant
issued share
capital
19. Save as disclosed above, no shares in or debentures of our Company have been issued or are
agreed to be issued by our Company, as fully or partly paid-up and whether for cash or for a
consideration other than cash, within the two years preceding the date of this Prospectus.
ARTICLES OF ASSOCIATION
20. The provisions in the Articles of Association of our Company relating to the transfer of Shares, the
voting rights of the shareholders of our Company, restrictions on the voting rights of our Directors,
class rights and the variation thereof, the borrowing powers of our Directors and the remuneration
of our Directors are as follows:TRANSFER OF SHARES
Article 21
Subject to these Articles, any Member may transfer all or any of his shares but every instrument
of transfer of the legal title in shares must be in writing and in the form for the time being approved
by the Directors and the SGX-ST. Shares of different classes shall not be comprised in the same
instrument of transfer. The Company shall accept for registration transfers in the form approved by
the SGX-ST.
113
Article 22
The instrument of transfer of a share shall be signed by or on behalf of the transferor and the
transferee and be witnessed, provided that an instrument of transfer in respect of which the
transferee is the Depository shall not be ineffective by reason of it not being signed or witnessed
for by or on behalf of the Depository. The transferor shall be deemed to remain the holder of the
share until the name of the transferee is entered in the Register of Members.
Article 23
No share shall in any circumstances be transferred to any infant, bankrupt or person of unsound
mind.
Article 24
(1) Subject to these Articles, the Act or as required by the SGX-ST, there shall be no restriction
on the transfer of fully paid up shares (except where required by law or by the rules, bye-laws
or listing rules of the SGX-ST) but the Directors may in their discretion decline to register any
transfer of shares upon which the Company has a lien and in the case of shares not fully paid
up may refuse to register a transfer to a transferee of whom they do not approve. If the
Directors shall decline to register any such transfer of shares, they shall give to both the
transferor and the transferee written notice of their refusal to register as required by the Act.
(2) The Directors may decline to register any instrument of transfer unless:(i)
such fee not exceeding $2 (or such other sum as may be approved by the SGX-ST from
time to time) as the Directors may from time to time require, is paid to the Company in
respect thereof;
(ii)
the instrument of transfer, duly stamped in accordance with any law for the time being in
force relating to stamp duty, is deposited at the Office or at such other place (if any) as
the Directors appoint accompanied by the certificates of the shares to which it relates,
and such other evidence as the Directors may reasonably require to show the right of the
transferor to make the transfer and, if the instrument of transfer is executed by some
other person on his behalf, the authority of the person so to do; and
(iii) the instrument of transfer is in respect of only one class of shares.
Article 26
The Register of Members and the Depository Register may be closed at such times and for such
period as the Directors may from time to time determine, provided always that the Registers shall
not be closed for more than thirty days in the aggregate in any year. Provided Always that the
Company shall give prior notice of such closure as may be required to the SGX-ST, stating the
period and purpose or purposes for which the closure is made.
Article 27
(1) Nothing in these Articles shall preclude the Directors from recognising a renunciation of the
allotment of any share by the allottee in favour of some other person.
(2) Neither the Company nor its Directors nor any of its Officers shall incur any liability for
registering or acting upon a transfer of shares apparently made by sufficient parties, although
the same may, by reason of any fraud or other cause not known to the Company or its
Directors or other Officers, be legally inoperative or insufficient to pass the property in the
shares proposed or professed to be transferred, and although the transfer may, as between
the transferor and transferee, be liable to be set aside, and notwithstanding that the Company
may have notice that such instrument of transfer was signed or executed and delivered by the
transferor in blank as to the name of the transferee or the particulars of the shares
transferred, or otherwise in defective manner. And in every such case, the person registered
as transferee, his executors, administrators and assigns, alone shall be entitled to be
recognised as the holder of such shares and the previous holder shall, so far as the Company
is concerned, be deemed to have transferred his whole title thereto.
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VOTING RIGHTS
Article 10
(1) If at any time the share capital is divided into different classes, the repayment of preference
capital other than redeemable preference and the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the
provisions of the Act, whether or not the Company is being wound up, only be made, varied or
abrogated with the sanction of a Special Resolution passed at a separate General Meeting of
the holders of shares of the class and to every such Special Resolution the provisions of
Section 184 of the Act shall, with such adaptations as are necessary, apply. To every such
separate General Meeting the provisions of these Articles relating to General Meetings shall
mutatis mutandis apply; but so that the necessary quorum shall be two persons at least
holding or representing by proxy or by attorney one-third of the issued shares of the class and
that any holder of shares of the class present in person or by proxy or by attorney may
demand a poll. Provided always that where the necessary majority for such a Special
Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of
three-fourths of the issued shares of the class concerned within two months of the Meeting
shall be as valid and effectual as a Special Resolution carried at the Meeting.
(2) The repayment of preference capital other than redeemable preference capital or any other
alteration of preference shareholder rights, may only be made pursuant to a special resolution
of the preference shareholders concerned. PROVIDED ALWAYS that where the necessary
majority for such a special resolution is not obtained at the Meeting, consent in writing if
obtained from the holders of three-fourths of the preference shares concerned within two
months of the Meeting, shall be as valid and effectual as a special resolution carried at the
Meeting.
Article 76
Subject and without prejudice to any special privileges or restrictions as to voting for the time
being attached to any special class of shares for the time being forming part of the capital of the
Company each Member entitled to vote may vote in person or by proxy or attorney, and (in the
case of a corporation) by a representative. On a show of hands every Member who is present in
person or by proxy or attorney, or in the case of a corporation by a representative, shall have one
vote provided that if a Member is represented by two proxies, only one of the two proxies as
determined by their appointor shall vote on a show of hands and in the absence of such
determination, only one of the two proxies as determined by the Chairman (or by a person
authorised by him) shall vote on a show of hands and on a poll, every Member who is present in
person or by proxy, attorney or representative shall have one vote for each share which he holds or
represents Provided always that notwithstanding anything contained in these Articles, a Depositor
shall not be entitled to attend any General Meeting and to speak and vote thereat unless his name
is certified by the Depository to the Company as appearing on the Depository Register not earlier
than 48 hours before that General Meeting (the “cut-off time”) as a Depositor on whose behalf the
Depository holds shares in the Company. For the purpose of determining the number of votes
which a Depositor or his proxy may cast on a poll, the Depositor or his proxy shall be deemed to
hold or represent that number of shares entered in the Depositor’s Securities Account at the cut-off
time as certified by the Depository to the Company, or where a Depositor has apportioned the
balance standing to his Securities Account as at the cut-off time between two proxies, to apportion
the said number of shares between the two proxies in the same proportion as specified by the
Depositor in appointing the proxies; and accordingly no instrument appointing a proxy of a
Depositor shall be rendered invalid merely by reason of any discrepancy between the number of
shares standing to the credit of that Depositor’s Securities Account as at the cut-off time, and the
true balance standing to the Securities Account of a Depositor as at the time of the relevant
general meeting, if the instrument is dealt with in such manner as aforesaid.
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Article 77
Where there are joint holders of any share any one of such persons may vote and be reckoned in a
quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation
by a representative as if he were solely entitled thereto but if more than one of such joint holders is
so present at any meeting then the person present whose name stands first in the Register of
Members or the Depository Register (as the case may be) in respect of such share shall alone be
entitled to vote in respect thereof. Several executors or administrators of a deceased Member in
whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.
Article 78
If a Member be a lunatic, idiot or non-compos mentis, he may vote whether on a show of hands or
on a poll by his committee, curator bonis or such other person as properly has the management of
his estate and any such committee, curator bonis or other person may vote by proxy or attorney,
provided that such evidence as the Directors may require of the authority of the person claiming to
vote shall have been deposited at the Office not less than forty-eight hours before the time
appointed for holding the Meeting.
Article 79
Subject to the provisions of these Articles, every Member either personally or by attorney or in the
case of a corporation by a representative and every proxy shall be entitled to be present and to
vote at any General Meeting and to be reckoned in the quorum thereat in respect of shares fully
paid and in respect of partly paid shares where calls are not due and unpaid.
Article 80
No objection shall be raised to the qualification of any voter except at the Meeting or adjourned
Meeting at which the vote objected to is given or tendered and every vote not disallowed at such
Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to
the Chairman of the Meeting whose decision shall be final and conclusive.
Article 81
On a poll votes may be given either personally or by proxy or by attorney or in the case of a
corporation by its representative and a person entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way.
Article 82
(1) A Member may appoint not more than two proxies to attend and vote at the same General
Meeting.
(2) If the Member is a Depositor, the Company shall be entitled:(iv)
to reject any instrument of proxy lodged if the Depositor is not shown to have any
shares entered in its Securities Account as at the cut-off time as certified by the Depository
to the Company; and
(ii)
to accept as validly cast by the proxy or proxies appointed by the Depositor on a poll
that number of votes which corresponds to or is less than the aggregate number of shares
entered in its Securities Account of that Depositor as at the cut-off time as certified by the
Depository to the Company, whether that number is greater or smaller than the number
specified in any instrument of proxy executed by or on behalf of that Depositor.
(3) Where a Member appoints more than one proxy, he shall specify the proportion of his
shareholding to be represented by each proxy. If no such proportion or number is specified
the first named proxy may be treated as representing 100% of the shareholding and any
second named proxy as an alternate to the first named.
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(4) Voting right(s) attached to any shares in respect of which a Member has not appointed a
proxy may only be exercised at the relevant general meeting by the member personally or by
his attorney, or in the case of a corporation by its representative.
(5) Where a Member appoints a proxy in respect of more shares than the shares standing to his
name in the Register of Members, or in the case of a Depositor, standing to the credit of that
Depositor’s Securities Account, such proxy may not exercise any of the votes or rights of the
shares not registered to the name of that Member in the Register of Members or standing to
the credit of that Depositor’s Securities Account as at the cut-off time, as the case may be.
Article 83
A proxy or attorney need not be a Member, and shall be entitled to vote on a show of hands on any
question at any General Meeting.
Article 84
Any instrument appointing a proxy shall be in writing in the common form approved by the
Directors under the hand of the appointor or his attorney duly authorised in writing or, if the
appointor is a corporation, under seal or under the hand of its attorney duly authorised and the
Company shall accept as valid in all respects the form of proxy approved by the Directors for use
at the date relevant to the General Meeting in question.
Article 85
The instrument appointing a proxy, together with the power of attorney or other authority, if any,
under which the instrument of proxy is signed or a duly certified copy of that power of attorney or
other authority (failing previous registration with the Company) shall be attached to the instrument
of proxy and must be left at the Office or such other place (if any) as is specified for the purpose in
the notice convening the Meeting not less than 48 hours before the time appointed for the holding
of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the
taking of the poll) at which it is to be used failing which the instrument may be treated as invalid.
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for
any adjournment of the Meeting as for the Meeting to which it relates Provided that an instrument
of proxy relating to more than one meeting (including any adjournment thereof) having once been
so delivered for the purposes of any meeting shall not be required again to be delivered for the
purposes of any subsequent meeting to which it relates. An instrument of proxy shall be deemed
to include the power to demand or concur in demanding a poll on behalf of the appointer. Unless
otherwise instructed, a proxy shall vote as he thinks fit. The signature on an instrument appointing
a proxy need not be witnessed.
Article 86
A vote given in accordance with the terms of an instrument of proxy (which for the purposes of
these Articles shall also include a power of attorney) shall be valid notwithstanding the previous
death or insanity of the principal or revocation of the proxy, or of the authority under which the
proxy was executed or the transfer of the share in respect of which the proxy is given, provided
that no intimation in writing of such death, insanity, revocation or transfer shall have been received
by the Company at the Office (or such other place as may be specified for the deposit of
instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or
in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.
Article 87
Any corporation which is a Member may by resolution of its directors or other governing body
authorise such person as it thinks fit to act as its representative at any Meeting of the Company or
of any class of Members and the persons so authorised shall be entitled to exercise the same
powers on behalf of the corporation as the corporation could exercise if it were an individual
Member of the Company. The Company shall be entitled to treat a certificate under the seal of the
corporation as conclusive evidence of the appointment or revocation of appointment of a
representative under this Article.
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DIRECTORS’ VOTING POWERS
Article 96
(1) No Director or intending Director shall be disqualified by his office from contracting or entering
into any arrangement with the Company either as vendor, purchaser or otherwise nor shall
such contract or arrangement or any contract or arrangement entered into by or on behalf of
the Company in which any Director shall be in any way interested be avoided nor shall any
Director so contracting or being so interested be liable to account to the Company for any
profit realised by any such contract or arrangement by reason only of such Director holding
that office or of the fiduciary relation thereby established but every Director shall observe the
provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors
in contracts or proposed contracts with the Company or of any office or property held by a
Director which might create duties or interests in conflict with his duties or interests as a
Director and any contract or arrangement to be entered into by or on behalf of the Company in
which any Director shall be in any way interested shall be subject to any requirements that
may be imposed by the SGX-ST. No Director shall vote in respect of any contract,
arrangement or transaction in which he is so interested as aforesaid or in respect of any
allotment of shares in or debentures of the Company to him and if he does so vote his vote
shall not be counted but this prohibition as to voting shall not apply to:(i)
any arrangement for giving to him any security or indemnity in respect of money lent by
him or obligations undertaken by him for the benefit of the Company; or
(ii)
any arrangement for the giving by the Company of any security to a third party in respect
of a debt or obligation of the Company for which he himself has assumed responsibility in
whole or in part under a guarantee or indemnity or by the deposit of a security; or
(iii) any contract by him to subscribe for or underwrite shares or debentures of the Company;
or
(iv) any contract or arrangement with any other company, corporation or body in which he is
interested only as a director or other officer or creditor of or as a shareholder in or
beneficially interested in the shares thereof.
(2) A Director, notwithstanding his interest, may be counted in the quorum present at any meeting
where he or any other Director is appointed to hold any office or place of profit under the
Company, or where the Directors resolve to exercise any of the rights of the Company
(whether by the exercise of voting rights or otherwise) to appoint or concur in the appointment
of a Director to hold any office or place of profit under any other company, or where the
Directors resolve to enter into or make any arrangements with him or on his behalf pursuant to
these Articles or where the terms of any such appointment or arrangements as hereinbefore
mentioned are considered, and he may vote on any such matter other than in respect of the
appointment of or arrangements with himself or the fixing of the terms thereof.
Notwithstanding Articles 96(1)(i) to (iv) above, a Director shall not vote in respect to any
contract or arrangement or proposed contract or arrangement in which he has directly or
indirectly a personal material interest.
(3) The provisions of this Article may at any time be suspended or relaxed to any extent and
either generally or in respect of any particular contract, arrangement or transaction by the
Company in General Meeting, and any particular contract, arrangement or transaction carried
out in contravention of this Article may be ratified by Ordinary Resolution of the Company.
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Article 97
(1) A Director may hold any other office or place of profit under the Company (except that of
Auditor) and he or any firm of which he is a member may act in a professional capacity for the
Company in conjunction with his office of Director, and on such terms as to remuneration and
otherwise as the Directors shall determine. A Director of the Company may be or become a
director or other officer of, or otherwise interested in, any company promoted by the Company
or in which the Company may be interested as vendor, purchaser, shareholder or otherwise,
and no such Director shall be accountable to the Company for any remuneration or other
benefits received by him as a director or officer of, or from his interest in, such other company
unless the Company otherwise directs.
(2) The Directors may exercise the voting power conferred by the shares in any company held or
owned by the Company in such manner and in all respects as the Directors think fit in the
interests of the Company (including the exercise thereof in favour of any resolution appointing
the Directors or any of them to be directors of such company or voting or providing for the
payment of remuneration to the directors of such company) and any such Director of the
Company may vote in favour of the exercise of such voting powers in the manner aforesaid
notwithstanding that he may be or be about to be appointed a director of such other company.
Article 98
The Directors may from time to time appoint one or more of their body to be Managing Director or
Managing Directors of the Company (or any equivalent appointment(s) howsoever described) and
may from time to time (subject to the provisions of any contract between him or them and the
Company) remove or dismiss him or them from office and appoint another or others in his or their
places. Where an appointment is for a fixed term such term shall not exceed five years.
BORROWING POWERS OF DIRECTORS
Article 124
The Directors may at their discretion exercise every borrowing power vested in the Company by its
Memorandum of Association or permitted by law and may borrow or raise money from time to time
for the purpose of the Company and secure the payment of such sums by mortgage, charge or
hypothecation of or upon all or any of the property or assets of the Company including any
uncalled or called but unpaid capital or by the issue of debentures (whether at par or at discount or
premium) or otherwise as they may think fit.
REMUNERATION OF DIRECTORS
Article 92
(1) The fees of the Directors shall be determined from time to time by the Company in General
Meetings and such fees shall not be increased except pursuant to an Ordinary Resolution
passed at a General Meeting where notice of the proposed increase shall have been given in
the notice convening the Meeting. Such fees shall be divided among the Directors in such
proportions and manner as they may agree and in default of agreement equally, except that in
the latter event any Director who shall hold office for part only of the period in respect of
which such fee is payable shall be entitled only to rank in such division for the proportion of
fee related to the period during which he has held office.
(2) Any Director who is appointed to any executive office or serves on any committee or who
otherwise performs or renders services, which, in the opinion of the Directors, are outside his
ordinary duties as a Director, may be paid such extra remuneration as the Directors may
determine, subject however as is hereinafter provided in this Article.
(3) Notwithstanding Article 80 (2), the remuneration in the case of a Director other than an
Executive Director shall be payable by a fixed sum and shall not at any time be by
commission on or percentage of the profits or turnover, and no Director whether an Executive
Director or otherwise shall be remunerated by a commission on or percentage of turnover.
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Article 93
The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be
incurred in attending and returning from meetings of the Directors or of any committee of the
Directors or General Meetings or otherwise howsoever in or about the business of the Company in
the course of the performance of their duties as Directors.
Article 94
Subject to the Act, the Directors on behalf of the Company may pay a gratuity or pension or
allowance on retirement to any Director or former Director who had held any other salaried office or
place of profit with the Company or to his widow or dependants or relations or connections and
may make contributions to any fund and pay premiums for the purchase or provision of any such
gratuity, pension or allowance.
Article 95
The Directors may procure the establishment and maintenance of or participate in or contribute to
any non-contributory or contributory pension or superannuation fund or life assurance scheme or
any other scheme whatsoever for the benefit of and pay, provide for or procure the grant of
donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including
Directors and other officers) who are or shall have been at any time in the employment or service
of the Company or of the predecessors in business of the Company or of any subsidiary company,
and the wives, widows, families or dependants of any such persons. The Directors may also
procure the establishment and subsidy of or subscription and support to any institutions,
associations, clubs, funds or trusts calculated to be for the benefit of any such persons as
aforesaid or otherwise to advance the interests and well-being of the Company or of any such other
company as aforesaid or of its Members and payment for or towards the insurance of any such
persons as aforesaid, and subscriptions or guarantees of money for charitable or benevolent
objects or for any exhibition or for any public, general or useful object.
Article 97
(1) A Director may hold any other office or place of profit under the Company (except that of
Auditor) and he or any firm of which he is a member may act in a professional capacity for the
Company in conjunction with his office of Director, and on such terms as to remuneration and
otherwise as the Directors shall determine. A Director of the Company may be or become a
director or other officer of, or otherwise interested in, any company promoted by the Company
or in which the Company may be interested as vendor, purchaser, shareholder or otherwise,
and no such Director shall be accountable to the Company for any remuneration or other
benefits received by him as a director or officer of, or from his interest in, such other company
unless the Company otherwise directs.
Article 100
The remuneration of a Managing Director (or any Director holding an equivalent appointment) shall
from time to time be fixed by the Directors and may subject to these Articles be by way of salary
or commission or participating in profits or by any or all of these modes but he shall not under any
circumstances be remunerated by a commission on or a percentage of turnover.
Article 109
(1) Any Director of the Company may at any time appoint any person who is not a Director or an
alternate of another Director and who is approved by a majority of his Co-Directors to be his
Alternate Director and may at any time remove any such Alternate Director from office. An
Alternate Director so appointed shall be entitled to receive from the Company such proportion
(if any) of the remuneration otherwise payable to his appointor as such appointor may by
notice in writing to the Company from time to time direct, but save as aforesaid he shall not in
respect of such appointment be entitled to receive any remuneration from the Company. Any
fee paid to an Alternate Director shall be deducted from the remuneration otherwise payable to
his appointor.
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BANK BORROWINGS AND WORKING CAPITAL
21. As at 30 June 2000, our total secured borrowings (consisting of bank borrowings) amounted to
approximately $13.1 million. As at 30 June 2000, contingent liabilities amounting to $1.3 million
have arisen due to unused letter of credits and bankers’ guarantees given in lieu of deposits given
by our Group.
22. In the opinion of our Directors, no minimum amount must be raised by the issue of the New Shares
in order to provide for the following items:(i)
the purchase price of any property purchased or to be purchased which is to be defrayed in
whole or in part out of the proceeds from the issue of the New Shares;
(ii)
any preliminary expenses payable by our Company, and any commission (including
underwriting and placement commissions) so payable to any person in consideration of his
agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any
Shares in our Company;
(iii) the repayment of any money borrowed by our Company in respect of any of the foregoing
matters; and
(iv) working capital.
Although no minimum amount must be raised by the Invitation in order to provide for the items set
out above, the estimated amount to be provided for the items set out in sub-paragraphs (ii) and (iv)
above are approximately $0.9 million and $1.3 million respectively. Such amounts are proposed to
be provided out of the proceeds from the Invitation or, in the event the Invitation is cancelled, out
of existing banking facilities and/or funds generated from operations.
23. Our Directors are of the opinion that, after taking into account the present banking facilities and
proceeds from the Invitation, our Group has adequate working capital for our present requirements.
MATERIAL CONTRACTS
24. The following contracts (not being contracts entered into in the ordinary course of business by our
Group) have been entered into by our Company and our subsidiaries, within the two years
preceding the date of this Prospectus and are or may be material:(a) Sale and Purchase Agreement dated 4 February 2000 in respect of 33 Sungei Kadut Avenue,
Singapore 729677, entered into between Castilla and OUB;
(b) Depository Agreement dated 9 December 2000 between the Company and CDP pursuant to
which CDP agreed to act as depository for the Company;
(c) Management and Underwriting Agreement dated 9 December 2000 between the Company and
OUB, referred to in paragraph 26 on page 122 of this Prospectus; and
(d) Placement Agreement dated 9 December 2000 between the Company and OUB referred to in
paragraph 26 on page 122 of this Prospectus.
LITIGATION
25. Our Group is not engaged in any litigation as plaintiff or defendant in respect of any claims or
amounts which are material in the context of the Invitation and our Directors have no knowledge of
any proceedings which are pending or threatened against our Company or of our subsidiaries or of
any facts likely to give rise to any litigation, claims or proceedings which might materially affect
the position or the business of our Company or our Group in the context of the Invitation.
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MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS
26. (i)
Pursuant to the Management and Underwriting Agreement dated 9 December 2000 (the
“Management and Underwriting Agreement”) made between (1) our Company and (2) OUB, our
Company appointed OUB to manage the Invitation and underwrite the Offer Shares.
(ii)
OUB will receive a management fee from our Company for services rendered in connection
with the Invitation.
(iii) Pursuant to the Management and Underwriting Agreement, the Underwriter agreed to
underwrite the Offer Shares for an underwriting commission of 1.5 per cent. of the Issue Price
for each Offer Share, payable by our Company, for subscribing for or procuring subscribers for
any Offer Shares not subscribed for by the public pursuant to the Invitation and will pay or
procure payment to our Company for such Offer Shares.
(iv) Pursuant to the Placement Agreement dated 9 December 2000 (the “Placement Agreement”)
entered into between (1) our Company and (2) OUB, OUB agreed to subscribe for or procure
subscribers for the Placement Shares for a placement commission of 1.5 per cent. of the
Issue Price for each Placement Share, payable by our Company.
(v) Brokerage will be paid by our Company to the members of the SGX-ST, merchant banks and
members of the Association of Banks in Singapore (including OUB) at the rate of 1.0 per cent.
of the Issue Price for each New Share in respect of successful applications made on
Application Forms bearing their respective stamps or to the Participating Banks in respect of
successful Electronic Applications made at their respective ATMs.
(vi) 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 Prospectus or is payable to any
of our 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 Group.
(vii) The Management and Underwriting Agreement may be terminated by the Underwriter at any
time before the close of the Application List on the occurrence of certain events including,
inter alia , any change or prospective changes in the political, financial, industrial, economic,
legal or monetary conditions in Singapore or internationally which would in the opinion of the
Underwriter, inter alia, be likely to result in a material adverse fluctuation or adverse conditions
in the stock market in Singapore or prejudice the success of the Invitation.
(viii) The Placement Agreement is conditional upon the Management and Underwriting Agreement
not having been terminated or rescinded pursuant to the provisions of the Management and
Underwriting Agreement.
(ix) In the event the Management and Underwriting Agreement is terminated, our Company
reserves the right, at our absolute discretion, to cancel the Invitation.
MISCELLANEOUS
27. The nature of the business of our Company is stated on pages 29 to 36 of this Prospectus. All the
corporations which, by virtue of Section 6 of the Act, are deemed to be related to our Company are
set out in the Accountants’ Report on Page 80 of this Prospectus.
28. The time of opening of the Application List is set out on page 8 of this Prospectus.
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29. The amount payable on application is $0.235 for each Invitation Share. There has been no previous
issue of shares by our Company or offer for subscription of our shares to the public within the two
years preceding the date of this Prospectus.
30. Application monies received by us in respect of successful applications (including successfully
balloted applications which are subsequently rejected) will be placed in a separate non-interest
bearing account with OUB (the “Receiving Bank”). In the ordinary course of business, the
Receiving Bank will deploy these monies in the inter-bank money market. All profits derived from
such deployment of such monies will accrue to the Receiving Bank. Any refund of all or part of
the application monies to unsuccessful or partially successful Applications will be made without
any interest or share of revenue or other benefit arising therefrom.
31. No property has been purchased or acquired or proposed to be purchased or acquired by our Group
which is to be paid for, wholly or partly, out of the proceeds of the Invitation or the purchase or
acquisition of which has not been completed at the date of this Prospectus, other than property the
contract for the purchase or acquisition whereof was entered into in the ordinary course of
business of our Group, such contract not being made in contemplation of the Invitation nor the
Invitation in consequence of the contract.
32. The estimated amount of expenses of the Invitation and of the application for listing, including
management fee, auditors’ fee, solicitors’ fees, underwriting and placement commission, brokerage
and all other incidental expenses in relation to the Invitation will be borne by us and is
approximately $0.9 million which can be broken down as follow:$’000
Listing fee and professional fees
643
Underwriting and placement commission and brokerage
66
Miscellaneous expenses
176
Total estimated expenses in connection with the invitation
885
33. No amount, benefit, cash or securities has been paid or given to any promoter within the two years
preceding the date of this Prospectus or is proposed or intended to be paid or given to any
promoter.
34. Our Directors are not aware of any material information, including trading factors or risks, which are
not mentioned elsewhere in this Prospectus and which are unlikely to be known or anticipated by
the general public and which could materially affect the profits of our Company or our Group.
35. Save as disclosed in this Prospectus, the financial condition and operations of our Group are not
likely to be affected by any of the following:(i)
known trends, demands, commitments, events or uncertainties that will result in or that are
reasonably likely to result in our Group’s liquidity increasing or decreasing in any material way;
(ii)
material commitments for capital expenditure;
(iii) unusual or infrequent events or transactions or significant economic changes that will
materially affect the amount of reported income from operations; or
(iv) known trends or uncertainties that have had or that our Group reasonably expects will have a
material favourable or unfavourable impact on revenues or operating income.
36. No Shares will be allotted on the basis of this Prospectus later than six months after the date of
this Prospectus.
37. Our Company currently intends to appoint or continue to appoint Arthur Andersen as the auditors
of our Company and our subsidiaries after our listing on the Official List of the SGX Sesdaq.
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CONSENTS
38. (i)
The Auditors and Reporting Accountants have given and have not withdrawn their written
consent to the issue of this Prospectus with the inclusion herein of their Accountants’ Report
and their letter in relation to the profit forecast for the year ending 31 December 2000 set out
on page 78 of this Prospectus and references to their name in the form and context in which
they, respectively, appear in this Prospectus and to act in such capacity in relation to this
Prospectus.
(ii)
The Manager, the Underwriter, the Placement Agent, the Solicitors to the Invitation, the
Principal Banker and the Share Registrar have each given and have not withdrawn their
respective written consents to the issue of this Prospectus with the inclusion herein of and
references to their respective names in the form and context in which they, respectively,
appear in this Prospectus and to act in such respective capacities in relation to this
Prospectus.
STATEMENT BY THE MANAGER
39. The Manager confirms that, to the best of its knowledge and belief and based on information made
available to them by us, this Prospectus constitutes full and true disclosure of all material facts
about the Invitation and our Group and is not aware of any other facts the omission of which would
make any statements herein misleading. The Manager is also satisfied that the profit forecast for
the financial year ending 31 December 2000 has been stated by our Directors after due and careful
enquiry.
RESPONSIBILITY STATEMENT BY THE DIRECTORS
40. This Prospectus has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the truth and accuracy of the information given in this
Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge
and belief, there are no other facts the omission of which would make any statement herein
misleading and that this Prospectus constitutes full and true disclosure of all material facts about
the Invitation, our Company and our subsidiaries. Our Directors also confirm that the profit
forecast for the financial year ending 31 December 2000 set out on page 48 of this Prospectus has
been stated after due and careful enquiry.
DOCUMENTS FOR INSPECTION
41. Copies of the following documents may be inspected at our registered office during normal
business hours for a period of six months from the date of this Prospectus:(i)
the Memorandum and Articles of Association of our Company;
(ii)
the Directors’ Report as set out on page 79 of this Prospectus;
(iii) the Accountants’ Report as set out on pages 80 to 108 of this Prospectus;
(iv) the service agreement referred to on page 71 of this Prospectus;
(v) the material contracts referred to in paragraph 24 on page 121 of this Prospectus;
(vi) the letters of consent referred to in paragraph 38 on page 124 of this Prospectus; and
(vii) the audited accounts of our Company and our subsidiaries for FY1998, FY1999 and the six
months ended 30 June 2000.
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APPENDIX A
RULES OF THE NOVENA HOLDINGS LIMITED SHARE OPTION SCHEME
1.
NAME OF SCHEME
This Scheme will be called the “The Novena Holdings Limited Share Option Scheme”.
2.
OBJECT OF THE SCHEME
This Scheme is a share incentive scheme. The Company recognises that the Directors and
Employees are important to the success of the Company. By encouraging stock ownership, the
Company seeks to attract, retain and motivate the Directors and Employees of the Company.
The object of the Scheme is to provide an opportunity for the Directors and Employees of the
Company who meet the eligibility criteria to participate in the equity of the Company as well as to
motivate these Directors and Employees to optimise their performance and to advance the
interests of the Company.
3.
DEFINITIONS
Except where the context otherwise requires the following expressions in this Scheme shall have
the following meanings:“Aggregate Subscription Cost”
The amount derived by multiplying the Offer Price by the
number of Shares subscribed for on exercise of an Option
“Associated Company”
A company which is for the time being an associated
company of the Company as defined in the SGX-ST Listing
Manual, provided that at the Offer Date the Company has
control over the associated company
“Board”
The Board of Directors of the Company
“Business Day”
A day other than a Saturday, a Sunday, a gazetted public
holiday in Singapore or a day declared by the Company to be
a Company or a Group holiday
“Company”
“CDP”
The Central Depository (Pte) Limited
“Closing Date”
30 days from the relevant Offer Date
“Commencement Date
of Service”
The date the Eligible Person commenced employment with
the Group
“Committee”
The Committee comprising Directors of the Company duly
authorised and appointed pursuant to Clause 16 to administer
the Scheme
“Control”
The capacity to dominate decision-making, directly or
indirectly in relation to the financial and operating policies of
the Company
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“Depositor”
A person being a Depository Agent or holder of a securities
account maintained with the CDP but does not include a
holder of a sub-account maintained with a Depository Agent
“Depository Agent”
An entity registered as a Depository Agent with the CDP for
the purpose of maintaining securities sub-accounts for its
account and the account of others
“Depository Register”
The register maintained by the CDP pursuant to the
Companies Act (Chapter 50)
“Directors”
The Directors of the Company
“Eligible Person”
A person eligible for an Offer under the Scheme
“Employee”
Any Employee of the Group who satisfies the eligibility
requirements set out in Clause 5
“Executive Directors”
Directors of the Group who hold office in an executive
capacity
“Financial year”
Each period of 12 months at the end of which the balance of
the accounts of the Company is struck and audited or any
period of more or less than 12 months at the end of which
period the balance of the accounts of the Company is struck
and audited for the purpose of laying the same before an
annual general meeting of the Company
“Group”
The Company, its subsidiary companies as defined in the
Companies Act (Chapter 50) and Associated Companies
“market day”
A day on which the SGX-ST is open for trading in securities
“month”
Calendar month
“Non-Executive Directors”
Directors of the Company or any of its subsidiaries who are
not Executive Directors
“Novena”
“Offer Price”
The price as determined in accordance with Clause 7 at which
an Eligible Person shall subscribe for each Share upon the
exercise of an Option
“Offer Date”
The date when an offer of an Option is made pursuant to
Clause 8
“Option”
The contract constituted by acceptance in the manner set out
in Clause 9 of any offer made in accordance with the terms of
the Scheme
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“Option Period”
The period during which an Option is exercisable in relation to
an Option granted and:(i)
(in the case where the Offer Price is not at a discount to
the prevailing market price of the Shares), a period
commencing no earlier than after the expiry of 12 months
from the Offer Date and expiring no later than the end of
60 months from the Offer Date; or
(ii)
(in the case where the Offer Price is at a discount to the
average of the last dealt prices of the Shares for the five
market days prior to the Offer Date), a period
commencing no earlier than after the expiry of 24 months
from the Offer Date and expiring no later than the end of
60 months from the Offer Date
“Scheme”
The Novena Holdings Limited Share Option Scheme, as the
same may be amended from time to time
“SGX-ST”
The Singapore Exchange Securities Trading Limited
“Shares”
Ordinary Shares of $0.15 each in the Company
“$” and “cents”
Singapore dollars and cents respectively
Unless the context otherwise requires words denoting the masculine gender shall include the
feminine and words denoting the singular shall include the plural and vice-versa. References to
Clauses and Appendices shall be construed as references to Clauses of and the Appendices to
these Regulations.
4.
TOTAL NUMBER OF SHARES
The total number of Shares to be issued by the Company in respect of which Options are granted
to Eligible Persons shall not exceed fifteen per cent. of the total issued share capital of the
Company from time to time.
5.
DETERMINATION OF ELIGIBILITY
5.1
The following persons shall be eligible to participate in the Scheme if he has attained the age of
21 years on or before the relevant Offer Date:-
5.2
(a)
he is a confirmed full-time employee of a Group company; or
(b)
he is a director of a Group company.
Subject to the Act and any requirement of the SGX-ST or any other stock exchange on which the
Shares may be listed or quoted, the terms of eligibility for participation in the Scheme may be
amended from time to time at the absolute discretion of the Board.
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6.
METHOD OF DETERMINING NUMBER OF SHARES OFFERED
6.1
Subject to adjustments as may be made pursuant to the Scheme, the number of Shares to be
offered to an Eligible Person pursuant to the Scheme shall be determined at the discretion of the
Committee who shall take into account criteria such as the length of service, seniority, job
performance and potential contribution of the Eligible Person to the growth and profitability of the
Group.
7.
DETERMINATION OF OFFER PRICE
7.1
The Offer Price per Share to be paid by way of subscription upon the exercise of an Option shall
be determined by the Committee at its absolute discretion and fixed by the Committee at a price
(with the Committee having the sole and absolute discretion to determine the exact amount of
discount to each participant) based on the average of the last dealt prices of the Shares for the
five market days prior to the Offer Date, as quoted and shown in the daily Financial News
published by the SGX-ST, or its nominal value, whichever is higher.
7.2
Where the Offer Price is set at a discount to the market price, the shareholders of the Company
at a general meeting shall have authorised by a separate resolution the making of offers and
grant of Options under the Scheme at a discount not exceeding a stipulated maximum discount.
8.
METHOD OF OFFER
8.1
The Committee may offer such Options to such Eligible Persons as deemed appropriate in its
absolute discretion in accordance with the Scheme. In respect of an Option, the Committee shall
determine the following:(a)
the number of Shares for which the Eligible Person shall be entitled to subscribe; and
(b)
the Offer Price determined in accordance with Clause 7.
8.2
An offer of an Option shall be in, or substantially in the form, of the Letter of Offer set out in
Appendix I and state the number of Shares for which the Eligible Person shall be entitled to
subscribe, the Offer Price and the closing date for accepting the offer (the “Closing Date”). The
Closing Date shall not be more than 30 market days from the Offer Date.
8.3
If the Letter of Offer is not acceptable in the manner as set out above, the Letter of Offer shall
automatically lapse and be null and void and of no effect.
8.4
Options granted with an Offer Price set at a discount to the prevailing market price of the Shares
shall only be exercisable, in whole or in part in accordance with Rule 10, by an Eligible person
after twenty four (24) months after the Offer Date.
8.5
In the event that a grant of an Option results in the contravention of any applicable law or
regulation, such grant shall be null and void and of no effect and the relevant employee shall
have no claim whatsoever against the Company.
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9.
ACCEPTANCE OF THE OFFER
Any Eligible Person who accepts an offer of an Option made pursuant to Clause 8.2 must return
the Acceptance Form in, or substantially in the form set out in Appendix II (subject to such
modification from time to time as the Committee may deem appropriate) duly completed as
required therein to the Committee on or before the closing date specified in the offer together with
a consideration of $1.00.
10.
EXERCISE OF OPTION
10.1 If the Eligible Person has accepted an offer made to him pursuant to Clause 8, he may exercise
the Option in whole or in part (provided that the Option may be exercised in part only in respect
of 1,000 Shares or any multiple thereof) during the Option Period on the first Business Day of
every week, or, subject to the provisions of Clause 19, up to the date of termination of his
employment with the Group or in the case of a Director up to the date of vacation of his office as
director for any reason whatsoever, whichever is the earlier date.
10.2 The Eligible Person may exercise an Option by notice in writing (substantially as set out in
Appendix III, subject to modification from time to time as the Committee may deem appropriate)
to the Committee. The said notice shall be accompanied by a remittance of the full amount of the
Aggregate Subscription Cost as set out in the offer made pursuant to Clause 8.
10.3 All payments made pursuant to Clause 10.2 shall be made by cheque, cashier’s order, bank draft
or postal order made out in favour of the Company.
10.4 Upon receipt of the notice referred to in Clause 10.2, subject to such consents or other required
action of any authority under any regulation or enactment for the time being in force as may be
necessary and subject to compliance with the Scheme and the Memorandum and Articles of
Association of the Company, the Company shall use its best endeavours to, within 10 market
days after the exercise of an Option in accordance with this Scheme, allot the relevant Shares for
which the Eligible Person is entitled to subscribe and, within five market days from the date of
such allotment, despatch the relevant Share certificates to the Eligible Persons or the CDP (as
the case may be) by ordinary post or such other mode of delivery as the Committee may deem
fit.
10.5 The Committee and the Company shall not under any circumstances be held liable for any costs,
losses, expenses or damages whatsoever and howsoever arising in connection with any delay in
allotting and issuing the Shares or in the quotation and listing of such Shares on the SGX-ST or
any other stock exchange on which the Shares are quoted and listed.
10.6 No Option shall be exercised if such exercise or the issue of Shares pursuant to such exercise
would be contrary to any law or enactment, or any rules or regulations of any legislative or
non-legislative governing body for the time being in force in Singapore or any other relevant
country.
10.7 Shares which are allotted on the exercise of an Option by an Eligible Person shall be issued, as
the Eligible Person may elect, in the name of the CDP to the credit of the securities account of
the Eligible Person maintained with the CDP or the Eligible Person’s securities sub-account with a
CDP Depository Agent or in the name of that Eligible Person.
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10.8 Upon the exercise of an Option, the Shares shall rank pari passu in all respects with the then
existing issued Shares, save for any dividends, rights, allotments or other distributions, the
record date for which falls on or before the relevant exercise date of the Option.
“Record date” means the date as at the close of business on which Shareholders must be
registered in order to participate in any dividends, rights, allotments or other distributions.
10.9 Notwithstanding anything to the contrary herein:-
11.
(a)
an Eligible Person must complete a minimum of twelve (12) months of service of
employment from the Offer Date before any of his Options may be exercised; and
(b)
no Option may be exercised after the expiry of the Option Period.
INVALID ACCEPTANCE
11.1 Failure by the Eligible Person to comply with the requirements of an Acceptance Form may
invalidate the Eligible Person’s acceptance of an offer in accordance with the Scheme.
11.2 Any Eligible Person who fails to return an Acceptance Form on or before the closing date as set
out in the offer made pursuant to Clause 8 shall be deemed to have rejected the offer therein in
accordance with the Scheme and such Acceptance Form received after the closing date shall not
be valid.
12.
VARIATION OF CAPITAL
12.1 The Company shall ensure and keep available sufficient authorised and unissued Shares in the
capital of the Company to satisfy the exercise of any Option.
12.2 If a variation in the issued share capital of the Company occurs (whether by way of a
capitalisation of profits or reserves or a rights issue, reduction, subdivision or consolidation or
distribution of the Shares or otherwise howsoever taking place), then:(i)
the Offer Price;
(ii)
the par value of the Shares, class and/or number of Shares comprised in the Option to the
extent unexercised;
(iii)
the par value of the Shares, class and/or number of Shares over which additional Options
may be granted under the Scheme; and/or
(iv)
the maximum number of Shares which may be offered to Eligible Persons during the entire
operation of the Scheme,
shall be adjusted after the variation of capital in such manner as the Committee may determine to
be appropriate and, except in relation to a capitalisation issue, upon the auditors of the Company
(acting as experts and not as arbitrators) having confirmed in writing that, in their opinion, such
adjustment is fair and reasonable.
Provided always that:(i)
no adjustment to the Offer Price shall be made which would result in the Shares issued on
the exercise of the Options being issued at less than the par value of the Shares, and if
such an adjustment would but for this proviso result in the Offer Price being less than the
par value, the Offer Price payable shall be the par value; and
(ii)
no adjustment shall be made unless the Committee, after considering all relevant
circumstances considers it equitable to do so.
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12.3 The following (whether singly or in combination) shall not be regarded as events requiring
adjustment:(i)
any issue of securities as consideration for an acquisition or a private placement of
securities;
(ii)
any increase in the number of issued Shares as a consequence of the exercise of options
or other convertibles issued from time to time by the Company entitling holders thereof to
acquire new Shares in the capital of the Company (including the exercise of any Options
granted pursuant to the Scheme and any previous scheme(s);
(iii)
any issue of Shares pursuant to any scrip dividend scheme for the time being of the
Company; and
(iv)
any reduction in the number of issued Shares as a result of the cancellation of issued
Shares purchased by the Company by way of market purchases(s) effected on the SGXST pursuant to a share purchase mandate (or any renewal thereof) given by the
shareholders of the Company in general meeting and for the time being in force.
12.4 Upon any adjustment being made pursuant to this Clause, the Committee shall notify the
participant (or his personal representatives where applicable) in writing informing him of the
particulars of such adjustment.
13.
LISTING ON THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
The Shares referred to in Clause 4 will not be quoted or listed in any stock exchange on which
the Shares of the Company are quoted and listed until the Option is exercised, whereupon
subject to the necessary shareholders’ approval having been obtained (if any), the Company will
use its best endeavours to obtain permission (if necessary) to deal in and a quotation and listing
for such Shares.
14.
DURATION OF THE SCHEME
14.1 The Scheme will continue in operation until terminated by the Board in its absolute discretion or
for a maximum period of ten financial years (whichever shall be the earlier), provided always that
the Scheme may be continued for any further period or periods thereafter with the approval of a
general meeting of the Company and of any relevant authorities which may then be required.
14.2 If for any reason whatsoever the Scheme shall terminate or be discontinued, the same shall be
without prejudice to the rights of Eligible Persons in respect of whom offers pursuant to Clause 8
have been made and accepted.
14.3 On the termination of this Scheme, no further Options will be offered Provided that the provisions
of this Scheme shall remain in force in all other respects.
15.
ALTERATION OF THE SCHEME
15.1 Except as hereinafter provided, the Committee shall have the power at any time and from time to
time by resolution to amend all or any of the provisions of the Scheme provided that no such
amendment shall be made which would either prejudice the rights then accrued to any Eligible
Person who has accepted an Option in accordance with Clause 9 without his prior consent or,
alter to the advantage of the participants the provisions of the Scheme without the prior approval
of the Company in general meeting.
15.2 No alteration, however, shall be made without the prior approval of the SGX-ST or any other stock
exchange on which the Shares are quoted or listed and such other regulatory authorities as may
be necessary. Written notice of any alteration made in accordance with this proviso shall be given
to all Eligible Persons who have accepted an Option in accordance with Clause 9.
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15.3 Notwithstanding anything to the contrary contained in Rule 15.1, the Committee may at any time
by resolution amend or alter the Scheme in any way to the extent necessary to cause the
Scheme to comply with any statutory provision or the regulations of the SGX-ST or any other
stock exchange on which the Shares are quoted or listed or of any regulatory or other relevant
authority or body.
16.
ADMINISTRATION
16.1 The Scheme shall be administered by a Committee to be appointed by the Board, which shall be
vested with such powers and duties as are conferred upon it under the Scheme.
16.2 The Committee shall have the power, from time to time, to make and vary such regulations (not
being inconsistent with the Scheme) for the implementation and administration of the Scheme as
it deems fit and to make all determinations necessary or advisable for the administration of this
Scheme.
16.3 Any decision of the Committee made pursuant to the provisions of the Scheme (other than any
matter to be certified by the auditors of the Company) shall be final and binding (including any
decision pertaining to disputes as to interpretation of the Scheme or any rule, regulation or
procedure thereunder or as to any rights under the Scheme) provided that a member of the
Committee shall abstain from voting where the Committee is deliberating on whether an Option
shall be granted to him pursuant to the Scheme or on any matter relating to the Scheme in which
such member is interested.
16.4 All determinations or actions of the Committee with respect to the interpretation and/or
implementation of the Scheme shall be by the affirmative vote of the majority of the members
thereof or by way of a written instrument signed by a majority of the members of the Committee.
In the latter case, the determination or actions so taken shall be as fully effective as if they had
been taken by a vote of the majority of the members of the Committee at a meeting duly called
and held. Only in the event of a tie shall the Chairman of the Committee be requested to cast his
vote, otherwise, a simple majority of the members of the Committee shall suffice.
17.
NOTICES AND CORRESPONDENCE
17.1 Any notice required to be given by an Eligible Person to the Company or any correspondence to
be made between the Eligible Person and the Company shall be given or made to the registered
office of the Company or such other address as may be notified by the Company to him in
writing.
17.2 Any notice required to be given by the Company to the Eligible Person or any correspondence to
be made between the Company and the Eligible Person shall be given or made by the Committee
(or such person or persons as it may from time to time direct) on behalf of the Company to the
last known address of the Eligible Person and if sent by post, shall be deemed to have been
given on the day following the date of posting.
18.
NON-ASSIGNABILITY OF THE OPTION
18.1 The Option shall be personal to the Eligible Person named in the offer and shall not be
transferred, charged, pledged or otherwise disposed of or encumbered in whole or in part, save as
provided in Clause 19.
18.2 Save as otherwise provided under this Scheme, the Options may be exercised, during the
lifetime of the Eligible Person and only by the Eligible Person.
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19.
TERMINATION OF THE OPTION
19.1 In the event of the death, cessation of employment of an Eligible Person, or in the event that the
Committee in its sole discretion determines that the Eligible Person is guilty of misconduct, or in
the event of the Eligible Person being adjudged bankrupt or entering into any composition with his
creditors prior to the exercise of the Option in accordance with Clause 10, such Option shall
forthwith cease and the Eligible Person shall have no claim against the Company provided
always that subject to the written approval of the Committee in its absolute discretion:(a)
where the Eligible Person dies while in the employment of the Group and before the expiry
of any Option Period and at the date of his death held an unexercised Option, such Option
may subject to the conditions of the Offer of the Option be exercised by the personal
representatives of the Eligible Person within the Option Period or the 3 month period after
his death, whichever is the earlier, to the extent that the Eligible Person may have
exercised it at the time of his death; or
(b)
where the Eligible Person ceases his employment with the Group by reasons of his: (i)
retirement at or after attaining normal retirement age; (ii) retirement before that age with the
consent of the Committee; (iii) ill-health or accident; and (iv) redundancy; he may subject to
the conditions of the Offer of the Option exercise his unexercised Option within the relevant
Option Period or the 3 month period after the date of his cessation of employment,
whichever is the earlier, to the extent that the Eligible Person may have exercised it at the
time of the cessation of his employment with the Group.
For the purpose of this rule, an Eligible Person shall be deemed to have ceased to be employed
as of the date the notice of termination of employment is tendered by or is given to him, unless
such notice shall be withdrawn prior to its effective date.
19.2 To the extent that the Eligible Person is not entitled to exercise the Option on the date of
termination of employment, or if the Eligible Person does not exercise the Option to the extent so
entitled within the time specified herein, the Option shall terminate.
20.
ANNUAL REPORT
The Company shall, as required by law and/or the SGX-ST or other relevant authority, make the
following disclosures in its annual report:(a)
The names of the members of the Committee administering the Scheme;
(b)
The information required in the table below for the following participants of the Scheme:(i)
(ii)
Directors of the Company; and
Participants, other than those in (i) above, who receive 5 per cent. or more of the
total number of Options available under the Scheme.
Name of
Participant
Options granted
during the
financial year
under review
(including terms)
Aggregate options
granted since
commencement of
the scheme to end
of financial year
under review
133
Aggregate options
exercised since
commencement of
the scheme to end
of financial year
under review
Aggregate
options
outstanding as
at the end of
financial year
under review
(c)
The number and proportion of options granted at the following discounts to average market
value of the Shares in the financial year under review:(i)
(ii)
21.
options granted at up to a 10 per cent. discount; and
options granted at between a 10 per cent. but not more than 20 per cent. discount.
COSTS AND EXPENSES
Each Eligible Person shall be responsible for all the fees of the CDP relating to or in connection
with the issue and allotment of any Shares in the CDP’s name, the deposit of Share certificate(s)
with the CDP, the Eligible Person’s securities account with the CDP, or sub-account with a CDP
Depository Agent. Save for the foregoing and the taxes referred to in Clause 25, all costs and
expenses incurred in relation to the Scheme including but not limited to the costs and expenses
relating to the issue of the Shares upon the exercise of any Option shall be borne by the
Company.
22.
TAKE-OVER OF THE COMPANY
Notwithstanding the provisions of Clause 10 hereof, in the event of a take-over offer being made
for the Company and such offer becoming or being declared unconditional, Eligible Persons
(including Eligible Persons holding Options which are then not exercisable pursuant to the
provisions of the Scheme) shall be entitled within six months of the date on which such offer
becomes or is declared unconditional to exercise in full any unexercised Option (provided that no
such Option may be exercised if the relevant Option Period has expired and subject to the
provisions of Clauses 10 and 19 above). Provided that if during such period of six months the
company or person conducting the take-over offer becomes entitled or bound to exercise rights of
compulsory acquisition of Shares under Section 215 of the Companies Act (Chapter 50) and
gives notice to the Eligible Person that it intends to exercise such rights on a specified date,
Options shall remain exercisable until that specified date (provided that no such Option may be
exercised if the relevant Option Period has expired and subject to the provisions of Clauses 10
and 19 above). Any Option not so exercised by the said specified date shall lapse provided that
the rights of acquisition stated in the notice have been exercised.
23.
WINDING UP OF THE COMPANY
23.1 In the event that the Singapore courts sanction a compromise or arrangement, proposed for the
purposes of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies, Eligible Persons (including Eligible Persons
holding Options which are then not exercisable pursuant to the provisions of the Scheme) shall
be entitled to exercise any Option then held by them during the period commencing on the date
upon which the compromise or arrangement is sanctioned by the courts and ending either on the
expiry of 60 days thereafter or the date upon which the compromise or arrangement becomes
effective, whichever is later (provided that no such Option may be exercised if the relevant
Option Period has expired and subject to the provisions of Clauses 10 and 19 above), whereupon
any unexercised Option shall lapse and become null and void.
23.2 If an order or an effective resolution is passed for the winding up of the Company on the basis of
its insolvency, all Options, to the extent unexercised, shall lapse and become null and void.
23.3 In the event of a members’ solvent voluntary winding up (other than for amalgamation or
reconstruction), Eligible Persons (including Eligible Persons holding Options which are then not
exercisable pursuant to the provisions of the Scheme) shall be entitled within 30 days of the
passing of the resolution for such winding up (provided that no such Option may be exercised if
the relevant Option Period has expired and subject to the provisions of Clauses 10 and 19 above)
to exercise in full any unexercised Option, after which such unexercised Option shall lapse and
become null and void.
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24.
DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the Board and its
decision shall be final and binding in all respects.
25.
TAXES
25.1 Any taxes (including income tax) arising from the exercise of any Option under the Scheme shall
be borne by the Eligible Person.
25.2 No Shares will be delivered to the Eligible Person pursuant to the exercise of the Option until the
Eligible Person has made arrangements acceptable to the Committee for the satisfaction of all
applicable taxes. Upon exercise of the Option, the Company may offset or withhold (from any
amount owed by the Company to the Eligible Person) or collect from the Eligible Person an
amount sufficient to satisfy such tax obligations and/or withholding obligations.
26.
DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein and subject to the Companies Act (Chapter 50), the
Committee and the Company shall not under any circumstances be held liable for any costs,
losses, expenses and damages whatsoever and howsoever arising in any event including but not
limited to the Company’s delay in allotting and issuing the Shares under the Scheme or procuring
the SGX-ST and any other stock exchange on which the Shares are quoted and/or listed to list
the Shares which the Eligible Person is entitled to subscribe.
27.
GOVERNING LAW
This Scheme shall be governed by and construed in all respects in accordance with the laws of
the Republic of Singapore. The persons accepting Options in accordance with the Scheme and
the Company irrevocably submit to the non-exclusive jurisdiction of the Courts of the Republic of
Singapore.
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APPENDIX I
[On the letterhead of Novena Holdings Limited]
THE NOVENA HOLDINGS LIMITED SHARE OPTION SCHEME
LETTER OF OFFER
PRIVATE & CONFIDENTIAL
Serial No:
(Date)
To: Name of Eligible Person
Designation
Address
Dear Sir/Madam
We have the pleasure of informing you that you have been nominated by the Board of Directors of the
Company to participate in The Novena Holdings Limited Share Option Scheme (the “Scheme”) .
Accordingly, an offer is hereby made to grant you an option, in consideration of the payment of a sum
ordinary shares of $0.15 each in the capital of
of $1.00, to subscribe for and be allotted
the Company at the price of $l per share (the “Option”). The Option shall be subject to the terms of
this letter and of the Scheme (as the same may be amended from time to time) .
The Option is personal to you and shall not be transferred, charged, pledged, assigned or otherwise
disposed of to any other person unless approved by the Committee.
If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sum of
$1.00 not later than
(a.m./p.m.) on the
day of
failing which
this offer will lapse.
Yours faithfully
for and on behalf of
The Board of Novena Holdings Limited
Enc
136
APPENDIX II
ACCEPTANCE FORM
To:
Serial No:
The Committee, The Novena Holdings Limited Share Option Scheme
[address]
Attention: [
]
Closing Date for Acceptance of Offer
:
_______________________________________________
Number of shares offered
:
_______________________________________________
Offer Price per Share
:
_______________________________________________
Total Amount Payable
(exclusive of the relevant CDP
charges as hereinafter defined)
:
_______________________________________________
I have read your Letter of Offer dated
(Offer Date) and agree to be bound by the
terms of The Novena Holdings Limited Share Option Scheme (the “Scheme”) and the aforesaid Letter of
Offer. I hereby accept the Option to subscribe for ordinary shares of $0.15 each in the share capital of
Novena Holdings Limited at $l per ordinary share and enclose *a cheque/cash for $1.00 in payment for
the purchase of the Option.
I understand that I am not obliged to exercise my Option to subscribe for shares in the Company.
I also understand that I shall be responsible for all the fees of the CDP relating to or in connection with
the issue and allotment of any Shares in the name of the CDP, the deposit of Share certificate(s) with
the CDP, my securities account with the CDP, or my securities sub-account with a CDP Depository
Agent (as the case may be) (collectively the “CDP charges”).
I confirm that as at the date hereof, I am not less than 21 years old or an undischarged bankrupt.
I acknowledge that you have not made any representation or warranty or given me any expectation of
employment or continued employment to induce me to participate in the Scheme or to accept the offer
and that the terms of Letter of Offer dated
and this Acceptance Form and the
Scheme (as the same may from time to time be amended) constitutes the entire agreement between us
relating to the offer.
137
Please print in block letters
Name in Full
:
______________________________________________________
Designation
:
______________________________________________________
Address
:
______________________________________________________
Nationality
:
______________________________________________________
NRlC/Passport No.
:
______________________________________________________
CDP Securities Account No
:
______________________________________________________
Signature
:
______________________________________________________
Date
:
______________________________________________________
*Delete accordingly
Note:1. Shares must be accepted in full or multiples of 1,000.
2. The Eligible Person shall be informed by the Company of the relevant CDP charges payable at the time of the exercise
of an Option.
138
APPENDIX III
EXERCISE NOTICE
To:
Serial No:
The Committee, The Novena Holdings Limited Share Option Scheme
[address]
Attention:
Total number of shares of $0.15 each offered at $l per ordinary
share under the Scheme on
(Offer Date)
:
_________________________
Number of shares previously allotted and issued thereunder
:
_________________________
Outstanding balance of shares to be allotted and issued thereunder :
_________________________
Number of shares now to be subscribed
_________________________
:
1.
Pursuant to the Company’s Letter of Offer dated
and my acceptance
thereof, I hereby exercise the Option to subscribe
ordinary shares of $0.15 each (in
multiples of 1,000) in the capital of Novena Holdings Limited (the “Scheme Shares”) at $
per Scheme Share.
2.
I hereby request the Company to allot and issue the number of Shares specified m paragraph 1
above in the name of The Central Depository (Pte) Limited (the “CDP”) to the credit of my
securities account with the CDP or my securities sub-account with a CDP Depository Agent
specified below and to deliver the share certificate(s) relating thereto to the CDP. I further agree to
bear such fees or other charges as may be imposed by the CDP in respect thereof :
*(a)
Direct Securities Account No
:
_____________________________________________
*(b)
Securities Sub-Account No
:
_____________________________________________
Name of Depository Agent
:
_____________________________________________
Please choose either paragraph 2a or 2b and delete the other paragraph
3.
I wish to pay for the Aggregate Subscription Cost in respect in the Scheme Shares by way of the
enclosed *cheque/ cashier’s order/ bank draft/ postal order no.
/ cash for $
.
4.
I agree to subscribe for the said Scheme Shares subject to the terms of the Letter of Offer, the
terms of The Novena Holdings Limited Share Option Scheme (as the same may from time to time
be amended pursuant to the terms thereof) and the Memorandum and Articles of Association of
the Company.
139
I declare that I am subscribing for the said Scheme Shares for myself and not as a nominee for any
other person.
* Delete accordingly.
Please print in block letters
Name in Full
:
____________________________________________________________
Designation
:
____________________________________________________________
Address
:
____________________________________________________________
Nationality
:
____________________________________________________________
NRIC/Passport No.
:
____________________________________________________________
Signature
:
____________________________________________________________
Date
:
____________________________________________________________
140
APPENDIX B
PROCEDURES FOR APPLICATION AND ACCEPTANCE
You are invited to apply and subscribe for the 11,000,000 New Shares at the Issue Price for each Offer
Share and each Placement Share subject to the following terms and conditions:1.
YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES AND INTEGRAL
MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARES
WILL BE REJECTED.
2.
Your application for Offer Shares may be made by way of printed Offer Shares Application Forms
or by way of Electronic Applications through ATMs of the Participating Banks (“ATM Electronic
Applications”) or through Internet Banking (“IB”) web-sites of the relevant Participating Banks
(“Internet Electronic Applications” which, together with ATM Electronic Applications, shall be
referred to as “Electronic Applications”). Your application for the Placement Shares (other than
Reserved Shares) may only be made by way of Placement Shares Application Forms. Your
application for Reserved Shares may only be made by way of Reserved Shares Application Forms.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.
3.
You are allowed to submit only one application in your own name for the Offer Shares. If
you submit an application for Offer Shares by way of an Application Form, you MAY NOT
submit another application for Offer Shares by way of an Electronic Application and vice
versa. Such separate applications shall be deemed to be multiple applications and shall be
rejected.
If you submit an application for Offer Shares by way of Internet Electronic Application, you
MAY NOT submit another application for Offer Shares by way of ATM Electronic Application
and vice versa. Such separate applications shall be deemed to be multiple applications and
shall be rejected.
If you (being other than an approved nominee company) have submitted an application for
Offer Shares in your own name, you should not submit any other application for Offer
Shares, whether by way of an Application Form or by way of an Electronic Application, for
any other person. Such separate applications shall be deemed to be multiple applications
and shall be rejected.
If you have made an application for Placement Shares (other than for Reserved Shares), you
should not make any application for Offer Shares either by way of an Application Form or
by way of an Electronic Application and vice versa. Such separate applications shall be
deemed to be multiple applications and shall be rejected.
Conversely, if you have made an application for Offer Shares either by way of an Electronic
Application or by way of an Application Form, you may not make any application for
Placement Shares (other than Reserved Shares). Such separate applications shall be
deemed to be multiple applications and shall be rejected.
If you have made an application for Reserved Shares, you may submit one separate
application for the Offer Shares in your own name by way of an Application Form or by way
of an Electronic Application or submit one separate application for Placement Shares by
way of an Application Form provided that you adhere to the terms and conditions of this
Prospectus. Such separate applications shall not be treated as multiple applications.
141
Joint applications shall be rejected. Multiple applications for New Shares shall be rejected. If
you submit or procure submissions of multiple share applications for Offer Shares,
Placement Shares or both Offer Shares and Placement Shares, you may be deemed to have
committed an offence under the Penal Code, Chapter 224 of Singapore and the Securities
Industry Act, Chapter 289 of Singapore, 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 will be liable to be rejected at our discretion.
4.
We will not accept applications from any person under the age of 21 years, undischarged
bankrupts, sole-proprietorships, partnerships, chops or non-corporate bodies, joint Securities
Account holders of CDP and from applicants whose addresses (furnished in their Application
Forms or, in the case of Electronic Applications, contained in the records of the relevant
Participating Banks) bear post office box numbers.
5.
We will not recognise the existence of a trust. Any application by a trustee or trustees must be
made in his/their own name(s) and without qualification or, where the application is made by way of
an Application Form, in the name(s) of an approved nominee company or approved nominee
companies after complying with paragraph 6 below.
6.
WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY
APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks,
merchant banks, finance companies, insurance companies, licensed securities dealers in
Singapore and nominee companies controlled by them. Applications made by persons acting as
nominees other than approved nominee companies shall be rejected.
7.
IF YOU ARE NOT A NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES ACCOUNT
WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do not have an
existing Securities Account with CDP in your own name at the time of your application, your
application will be rejected (if you apply by way of an Application Form), or you will not be able to
complete your Electronic Application (if you apply by way of an Electronic Application). If you have
an existing Securities Account but fail to provide your Securities Account number or provide an
incorrect Securities Account number in Section B of the Application Form or in your Electronic
Application, as the case may be, your application is liable to be rejected. Subject to paragraph 8
below, your application shall be rejected if your particulars, such as name, NRIC/passport number,
nationality and permanent residence status provided in your Application Form or in the records of
the relevant Participating Bank at the time of your Electronic Application, as the case may be,
differ from those particulars in your Securities Account as maintained with CDP. If you possess
more than one individual direct Securities Account with CDP, your application shall be rejected.
8.
If your address as stated in the Application Form or, in the case of an Electronic Application,
in the records of the relevant Participating Bank, as the case may be, 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 will be sent to your address last
registered with CDP.
9.
We reserve the right to reject any application which does not conform strictly to the
instructions set out in the Application Form and in this Prospectus or which does not
comply with the instructions for Electronic Applications or with the terms and conditions of
this Prospectus 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. We further reserve the right to treat as valid any applications not
completed or submitted or effected in all respects in accordance with the terms and
conditions of this Prospectus 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.
142
10. We reserve 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 we will not entertain any enquiry and/or
correspondence on our decision. This right applies to applications made by way of Application
Forms and by way of Electronic Applications. In deciding the basis of allotment, we will give due
consideration to the desirability of allotting the New 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 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 New Shares allotted to you. This will be the only acknowledgement of
application moneys received and is not an acknowledgement by us. 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 New Shares allotted to you. This
authorisation applies to applications made by way of Application Forms and by way of Electronic
Applications.
12. In the event of an under-subscription for Offer Shares as at the close of the Application List, we
will make available that number of Offer Shares under-subscribed to satisfy applications for
Placement Shares to the extent that there is an over-subscription for Placement Shares as at the
close of the Application List.
In the event of an under-subscription for Placement Shares as at the close of the Application List,
we will make available that number of Placement Shares under-subscribed to satisfy applications
for Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close of
the Application List.
In the event of an over-subscription for Offer Shares as at the close of the Application List and
Placement Shares are fully subscribed or over-subscribed as at the close of the Application List,
the successful applications for Offer Shares will be determined by ballot or otherwise as
determined by our Directors and approved by the SGX-ST.
13. You irrevocably authorise CDP to disclose the outcome of your application, including the number of
New Shares allotted to you pursuant to your application, to authorised operators.
14. Any reference to the “you” in this section shall include an individual, a corporation, an approved
nominee and trustee applying for the Offer Shares by way of an Application Form or by way of an
Electronic Application and a person applying for the Placement Shares through the Placement
Agent.
15. By completing and delivering an Application Form or by making and completing an Electronic
Application by (in the case of an ATM Electronic Application) pressing the “Enter” or “OK” or
“Confirm” or “Yes” key on the ATM (as the case may be) or by (in the case of an Internet Electronic
Application) clicking “Submit” or “Continue” or “Yes” or “Confirm” on the IB website screen (as the
case may be) in accordance with the provisions of this Prospectus, you:(a) irrevocably offer to subscribe for the number of New Shares specified in your application (or
such smaller number for which the application is accepted) at the Issue Price and agree that
you will accept such New Shares as may be allotted to you, in each case on the terms of this
Prospectus and on the terms of the Memorandum and Articles of Association of our
Company; and
(b) warrant the truth and accuracy of the information provided in your application.
16. Our acceptance of applications will be conditional upon, inter alia, we 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 New Shares on a “when issued” basis on the SGX Sesdaq; and
(b) the Management and Underwriting Agreement and the Placement Agreement referred to on
page 122 of this Prospectus have become unconditional and have not been terminated.
143
17. We will not hold any applications in reserve.
18. We will not allot Shares on the basis of this Prospectus later than six months after the date of this
Prospectus.
19. Additional terms and conditions for applications by way of Application Forms are set out on pages
144 to 147 of this Prospectus.
20. Additional terms and conditions for applications by way of Electronic Applications are set out on
pages 147 to 151 of this Prospectus.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS
You shall make an application by way of Application Forms made on and subject to the terms and
conditions of this Prospectus including but not limited to the terms and conditions appearing below as
well as those set out under the section on “PROCEDURES FOR APPLICATION AND ACCEPTANCE”
on pages 141 to 144 of this Prospectus, as well as the Memorandum and Articles of Association of our
Company.
1.
Your application must be made using the WHITE Application Forms for Offer Shares and the BLUE
Application Forms for Placement Shares (other than Reserved Shares) accompanying and forming
part of this Prospectus. We draw your attention to the detailed instructions contained in the
respective Application Forms and this Prospectus for the completion of the Application Forms
which must be carefully followed. We reserve the right to reject applications which do not
conform strictly to the instructions set out in the Application Forms and this Prospectus or
to the terms and conditions of this Prospectus or which are illegible, incomplete, incorrectly
completed or which are accompanied by improperly drawn remittances.
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.
You must make your application, in the case of individuals, in your full names appearing in your
identity cards (if applicants have such identification documents) or in your passports and, in the
case of corporations, in your full names as registered with a competent authority. If you are a nonindividual completing the Application Form under the hand of an official, you must state the name
and capacity in which that official signs. If you are a corporation completing the Application Form,
you are required to affix your Common Seal (if any) in accordance with your Memorandum and
Articles of Association or equivalent constitutive documents. If you are a corporate applicant and
your application is successful, a copy of your Memorandum and Articles of Association or
equivalent constitutive documents must be lodged with our Share Registrar and Share Transfer
Office. We reserve the right to require you to produce documentary proof of identification for
verification purposes.
5.
(a) You must complete page 1 and Sections A and B of the Application Forms.
(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Forms.
Where paragraph 7(a) is deleted, you must also complete Section C of the Application Forms
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 Forms, your application is liable to be rejected.
144
6.
You (whether you are an individual and 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 have an interest in the
aggregate of more than 50 per cent. 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 New 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 per cent. of the issued share capital of or interests in such corporation.
7.
Your application must be accompanied by a remittance in Singapore currency for the full amount
payable, in respect of the number of New Shares applied for, in the form of a BANKER’S DRAFT
or CASHIER’S ORDER drawn on a bank in Singapore, made out in favour of “NOVENA SHARE
ISSUE ACCOUNT” crossed “A/C PAYEE ONLY”, with your name and address written clearly on
the reverse side. We will not accept applications accompanied by ANY OTHER FORM OF
PAYMENT. We will reject remittances bearing “NOT TRANSFERABLE” or “NON TRANSFERABLE”
crossings. No acknowledgement or receipt will be issued by us or the Manager for applications and
application moneys received.
8.
Unsuccessful applications are expected to be returned (without interest or any share of revenue or
other benefit arising therefrom) to you by ordinary post within three Market Days after the close of
the Application List at your own risk. Where your application is rejected or accepted in part only,
the full amount or the balance of the application moneys, 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.
9.
Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
10. By completing and delivering the Application Form, you agree that:(a) in consideration of us having distributed the Application Form to you and agreeing to close the
Application List at 12.00 noon on 14 December 2000 or such other time or date as our
Directors may, in consultation with the Manager, decide and by completing and delivering the
Application Form, you agree that:(i)
your application is irrevocable; and
(ii)
your remittance will be honoured on first presentation and that any moneys returnable
may be held pending clearance of your payment without interest or any share of revenue
or other benefit arising therefrom;
(b) all applications, acceptances and contracts resulting therefrom under the Invitation 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;
(c) in respect of the New 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 our behalf; and
(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at any time
after acceptance of your application.
145
Applications For Offer Shares
1.
Your applications for Offer Shares MUST be made using the WHITE Offer Shares Application
Forms and WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosed in
each envelope.
2.
You must:(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together with
your remittance in the WHITE envelope “A” provided;
(b) in the appropriate spaces on WHITE envelope “A”:(i)
write your name and address;
(ii)
state the number of Offer Shares applied for; and
(iii)
affix adequate Singapore postage;
(c) SEAL WHITE ENVELOPE “A”;
(d) write, in the special box provided on the larger WHITE envelope “B” addressed to OVERSEAS
UNION BANK LIMITED, 1 RAFFLES PLACE, OUB CENTRE, SINGAPORE 048616, the
number of Offer Shares you have applied for; and
(e) insert WHITE envelope “A” into WHITE envelope “B”, seal WHITE envelope “B” and thereafter
DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk to OVERSEAS
UNION BANK LIMITED, 1 RAFFLES PLACE, OUB CENTRE, SINGAPORE 048616, to arrive
by 12.00 noon on 14 December 2000 or such other time as we may, in consultation with
OUB, decide. Local Urgent Mail or Registered Post must NOT be used.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances are liable to be rejected.
4.
No acknowledgement of receipt will be issued for any application or remittance received.
Applications for Placement Shares (other than Reserved Shares)
1.
Your application for Placement Shares (other than Reserved Shares) MUST be made using the
BLUE Placement Shares Application Forms. ONLY ONE APPLICATION should be enclosed in
each envelope.
2.
The completed BLUE Placement Shares Application Form and your remittance with your name
and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be
provided by you. The sealed envelope must be DESPATCHED BY ORDINARY POST OR
DELIVERED BY HAND at your own risk to OVERSEAS UNION BANK LIMITED, 1 RAFFLES
PLACE, OUB CENTRE, SINGAPORE 048616, to arrive by 12.00 noon on 14 December 2000 or
such other time as we may, in consultation with OUB, decide. Local Urgent Mail or
Registered Post must NOT be used.
3.
Applications for Reserved Shares
1.
Your application for Reserved Shares must be made using the PINK Reserved Shares Application
Forms. ONLY ONE APPLICATION should be enclosed in each envelope.
2.
The completed PINK Reserved Shares Application Form and your remittance with your name and
address written clearly on the reverse side, must be enclosed and sealed in an envelope to be
provided by you. The sealed envelope must be DESPATCHED BY ORDINARY POST OR
DELIVERED BY HAND at your own risk to the Company at 47 Sungei Kadut Avenue,
Singapore 729670, to arrive by 12.00 noon on 14 December 2000 or such other time as we
may, in consultation with OUB, decide. Local Urgent Mail or Registered Post must NOT be
used.
146
3.
ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications at ATMs are set out on the ATM screens (in the case on
ATM Electronic Applications) and the IB website screens (in the case of Internet Electronic
Applications) of the relevant Participating Banks. Currently, OUB, DBS and the UOB Group are the
only Participating Banks through which Internet Electronic Applications can be made. For illustration
purposes, the procedures for Electronic Applications through ATMs of OUB and the IB website of OUB
are set out respectively in the “Steps for Electronic Applications through ATMs of OUB and the IB
website of OUB” (the “Steps”) appearing on pages 151 to 154 of this Prospectus. The Steps set out the
actions that you must take at an ATM or the IB website of OUB to complete an Electronic Application.
Please read carefully the terms of this Prospectus, the Steps and the terms and conditions for
Electronic Applications set out below before making an Electronic Application. Any reference to “you” in
the additional terms and conditions for Electronic Applications and the Steps shall refer to you making
an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank.
You must have an existing bank account with and be an ATM cardholder of one of the Participating
Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one
Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating
Banks. For an Internet Electronic Application, you must have an existing bank account with and an IB
User Identification (“User ID”) and a Personal Identification Number/Password given by a relevant
Participating Bank. The Steps set out the actions that you must take at ATMs or the IB website of
OUB to complete an Electronic Application. The actions that you must take at ATMs or the IB websites
of other Participating Banks are set out on the ATM screens or the IB website screens of the relevant
Participating Banks. Upon the completion of your Electronic Application transaction, you will receive an
ATM transaction slip (“Transaction Record”), confirming the details of your Electronic Application. Upon
completion of your Internet Electronic Application, there will be an on-screen confirmation (“Confirmation
Screen”) of the application which you can print out for your record. The Transaction Record or your
printed record of the Confirmation Screen is for your retention and should not be submitted with any
Application Form.
You must ensure that you enter your own Securities Account number when using the ATM card
issued to you in your own name. If you operate a joint bank account with any of the Participating
Banks, you must ensure that you enter your own Securities Account number when using the
ATM card issued to you in your own name. Using your own Securities Account number with an
ATM card which is not issued to you in your own name will render your Electronic Application
liable to be rejected.
You must ensure, when making an Internet Electronic Application, that your mailing address is in
Singapore and the application is being made in Singapore and you will be asked to declare accordingly.
Otherwise, your application is liable to be rejected.
You shall make an Electronic Application on the terms and subject to the conditions of this Prospectus
including but not limited to the terms and conditions appearing below and those set out under the
section on “PROCEDURES FOR APPLICATION AND ACCEPTANCE” on pages 141 to 144 of this
Prospectus as well as the Memorandum and Articles of Association of our Company.
1.
In connection with your Electronic Application for Offer Shares, you are required to confirm
statements to the following effect in the course of activating the ATM for your Electronic
Application:(a) that you have received a copy of this Prospectus and has read, understood and agreed
to all the terms and conditions of application for Offer Shares and this Prospectus prior
to effecting the Electronic Application and agrees to be bound by the same;
147
(b) that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, and share
application amount (the “Relevant Particulars”) from your account with that
Participating Bank to the Share Registrar, CDP, SCCS, the Company and the Manager
(the “Relevant Parties”); and
(c) that this is your only application (other than for Reserved Shares, if applicable) and it is
made in your own name and at your own risk.
Your application will not be successfully completed and cannot be recorded as a completed
transaction in the ATM unless you press the “Enter” or “OK” or “Confirm” or “Yes” key. By doing so,
you shall be treated as signifying your confirmation of each of the above three statements. In
respect of statement 1(b) above, your confirmation, by pressing the “Enter” or “OK” or “Confirm” or
“Yes” key, shall signify and shall be treated as your written permission, given in accordance with
the relevant laws of Singapore including Section 47(4) of the Banking Act (Chapter 19) of
Singapore to the disclosure by that Participating Bank of the Relevant Particulars to the Relevant
Parties.
2.
BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING
FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC
APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS BENEFICIAL
OWNER.
YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND
SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT THE
ATM OR THE IB WEBSITES OF ANY PARTICIPATING BANK OR ON THE APPLICATION
FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES ON AN APPLICATION
FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND
VICE VERSA.
3.
You must have sufficient funds in your bank account with your Participating Bank at the time you
make your Electronic Application, failing which your Electronic Application will not be completed.
Any Electronic Application which does not conform strictly to the instructions set out on the
screens of the ATM or IB website through which your Electronic Application is being made
shall be rejected.
4.
You irrevocably agree and undertake to subscribe for and to accept the number of Offer Shares
applied for as stated on the Transaction Record or any lesser number of Offer Shares that may be
allotted to you in respect of your Electronic Application. In the event that we decide to allot any
lesser number of such Offer Shares or not to allot any Offer Shares to you, you agree to accept
such decision as final. If your Electronic Application is successful, your confirmation (by your
action of pressing the “Enter” or “OK” or “Confirm” or “Yes” key on the ATM or clicking “Confirm” or
“OK” on the IB website screen) of the number of Offer Shares applied for shall signify and shall be
treated as your acceptance of the number of Offer Shares that may be allotted to you and your
agreement to be bound by our Memorandum and Articles of Association.
5.
We will not keep any applications in reserve. Where your Electronic Application is
unsuccessful, the full amount of the application moneys will be refunded (without interest or any
share of revenue or other benefit arising therefrom) to you by being automatically credited to your
account with your Participating Bank within three Market Days after the close of the Application
List. Trading on a “WHEN ISSUED” basis, if applicable, is expected to commence after such
refund has been made.
Where your Electronic Application is rejected or accepted in part only, the full amount or the
balance of the application moneys, as the case may be, will be refunded (without interest or any
share of revenue or other benefit arising therefrom) to you by being automatically credited to your
account with your Participating Bank within 14 days after the close of the Application List.
148
Responsibility for timely refund of application moneys arising from unsuccessful or
partially successful Electronic Applications lies solely with the respective Participating
Banks. Therefore, you are strongly advised to consult your Participating Bank as to the
status of your Electronic Application and/or the refund of any moneys to you from
unsuccessful or partially successful Electronic Application, to determine the exact number
of Offer Shares allotted to you before trading the Offer Shares on the SGX Sesdaq. Neither
the SGX-ST, the CDP, the SCCS, the Participating Banks, ourselves or the Manager assume
any responsibility for any loss that may be incurred as a result of you having to cover any
net sell positions or from buy-in procedures activated by the SGX-ST.
6.
If your Electronic Application is made through the ATMs of KTB, and is unsuccessful, it is
expected that a computer generated notice will be sent to you by KTB (at your the address stated
in the records of KTB as at the date of your ATM Electronic Application) by ordinary post at your
own risk within three Market Days after the close of the Application List.
If your Electronic Application is made through the ATMs of DBS (including its POSBank Services
division), the OCBC Group, OUB or the UOB Group, and is unsuccessful, no notification will be
sent by such Participating Bank.
If your Internet Electronic Application made through the IB website of OUB, DBS or the UOB
Group is unsuccessful, no notification will be sent by such Participating Bank.
If you make Electronic Applications through the ATMs of the following banks, you may check the
results of your Electronic Applications as follows:Bank
Telephone
Available at
Operating Hours
Service expected from
OUB
1 800 224 2000
OUB Personal
Banking
Phone Banking
24 hours a day
Evening of the balloting day
www.oub2000.com.sg
Internet Banking
24 hours a day
OUB Mobile Buzz
OUB Mobile Buzz
24 hours a day
Internet Banking
Internet Kiosk
24 hours a day
7 p.m. on the balloting day
ATM - 24 hours a day
ATM - Evening of
the balloting day
Phone Banking
Mon-Fri 0800-2200
Sat
0800-1500
Phone Banking
8:00 a.m. on the day
after the balloting day
ATM – 24 hours a day
DBS Bank
1 800 222 2222
327 4767
www.dbs.com.sg
KTB
OCBC
222 8228
1 800 363 3333
ATM
ATM
Phone Banking
– 24 hours a day
UOB
1 800 533 5533
1 800 222 2121
ATM (Other
Transactions –
“IPO Enquiry”)
ATM – 24 hours a day
Phone Banking
– 24 hours a day
www.uobcyberbank
com.sg
149
6 p.m. on the balloting day
•
If you make your Electronic Applications through the ATMs or IB web-site of OUB and have activated your OUB
Mobile Buzz services, you will be notified of the results of your Electronic Applications through your mobile
telephones.
•
If you make your Internet Electronic Applications through the IB web-site of OUB, DBS or the UOB Group, you
may check the result through the same channels listed in the table above in relation to ATM Electronic
Applications made at ATMs of OUB, DBS or the UOB Group.
•
If you make your Electronic Application through the ATMs of the UOB Group, you may check the results of your
application through UOB CyberBank of the UOB Group, UOB Group ATMs or UOB PhoneBanking Services.
•
UOB Group customers with PhoneBanking service can check the results of their IPO applications via the two
toll-free 24 hours hotline numbers after successful verification of their Access Code and Personal Identification
Number. Transaction code is “12#”. The information will be kept in the system for 7 days after the closure of the
IPO.
7.
Electronic Applications shall close at 12.00 noon on 14 December 2000 or such other time as we
may, in consultation with OUB, decide.
8.
You are deemed to have requested and authorised us to:(a) register the Offer Shares allotted to you in the name of CDP for deposit into your Securities
Account;
(b) send the relevant Share certificate(s) to CDP;
(c) return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) the application moneys, should your Electronic Application be rejected, by
automatically crediting your bank account with your Participating Bank with the relevant
amount within three Market Days after the close of the Application List; and
(d) return or refund (without interest or any share of revenue or other benefit arising therefrom) the
balance of the application moneys, should your Electronic Application be accepted in part
only, by automatically crediting your bank account with your Participating Bank with the
relevant amount within 14 days after the close of the Application List.
9.
You irrevocably agrees and acknowledges that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God and
other events beyond the control of the Participating Banks and if, in any such event, we, the
Manager and/or the relevant Participating Bank do not receive your Electronic Application, or data
relating to your Electronic Application is lost, corrupted or not otherwise accessible, whether wholly
or partially for whatever reason, you shall be deemed not to have made an Electronic Application
and you shall have no claim whatsoever against us, the Manager and/or the relevant Participating
Bank for Offer Shares applied for or for any compensation, loss or damage.
10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must be
made in your own name and without qualification. We will reject any application by any person
acting as nominee.
11. All your particulars in the records of your Participating Bank at the time you make your Electronic
Application shall be deemed to be true and correct and your Participating Bank and the Relevant
Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your
particulars after making your Electronic Application, you shall promptly notify your Participating
Bank.
150
12. You should ensure that your personal particulars as recorded by both CDP and the relevant
Participating Bank are correct and identical, otherwise, your Electronic Application is liable
to be rejected. You should promptly inform CDP of any change in address, failing which the
notification letter on successful allotment will be sent to your address last registered with CDP.
13. By making and completing an Electronic Application, you are deemed to have agreed that:(a) in consideration of us making available the Electronic Application facility, through the
Participating Banks acting as our agents, at the ATMs and the IB websites (if any):(i)
your Electronic Application is irrevocable; and
(ii)
your Electronic Application, our acceptance and the contract resulting therefrom under
the Invitation shall be governed by and construed in accordance with the laws of
Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore
courts;
(b) none of us, the Manager or the Participating Banks shall be liable for any delays, failures or
inaccuracies in the recording, storage or in the transmission or delivery of data relating to your
Electronic Application to us or CDP due to breakdowns or failure of transmission, delivery or
communication facilities or any risks referred to in paragraph 9 above or to any cause beyond
their respective controls;
(c) in respect of Offer Shares for which your Electronic Application has been successfully
completed and not rejected, acceptance of your Electronic Application shall be constituted by
written notification by or on our behalf and not otherwise, notwithstanding any payment
received by or on our behalf; and
(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at any time
after acceptance of your application.
Steps for Electronic Applications through ATMs of OUB
The instructions for Electronic Applications will appear on the ATM screens and the IB website screens.
For illustration purposes, the steps for making an Electronic Application through an ATM belonging to
OUB or through the IB website of OUB are shown below. Instructions for Electronic Applications on the
ATM screens and the IB websites screens (if any) of the Participating Banks, other than OUB, may
differ from those represented below.
Owing to space constraints on OUB’s ATM screen, the following terms will appear in abbreviated form:“&”
:
and
“A/C”
:
Account
“CDP”
:
“CDP A/C”
:
CDP Account
“CPF”
:
The Central Provident Fund Board
“CPF Inv A/C”
:
CPF Investment Account
“Mgr”
:
Manager
“NETS”
:
Network for Electronic Transfer
“No.”
:
Number
151
“NRIC/PP No.”
:
National Registration Identity Card/Passport Number
“PR”
:
Permanent Resident
“S$”
:
Singapore Dollars
“SCCS”
:
Securities Clearing & Computer Services (Pte) Ltd
“SGX-ST”
:
Singapore Exchange Securities Trading Limited
Steps For An Electronic Application For Offer Shares
Step 1
:
Insert your personal ATM Autocash Card
2
:
Select Language Choice
3
:
Enter your Personal Identification Number
4
:
Select “CashCard / Other Services”
5
:
Select “Securities / Unit Trust”
6
:
Select “Electronic Share Appl (ESA)”
7
:
Select “NOVENA”
8
:
Select the type of bank account to debit your application moneys
9
:
Press the “YES” key to confirm that you have read the following messages:-
10
:
–
A copy of prospectus/document is available at all participating banks.
–
Where applicable, a copy of this prospectus has been lodged with &
registered by The Registrar of Companies & Businesses in Singapore who
takes no responsibility for its contents.
Press the “YES” key again to confirm that:(1) I have read, understood and agreed to all the terms & conditions of the
application & prospectus/document.
(2) I consent to the disclosure of my name, NRIC/PP No., nationality, PR status,
CPF Investment Account, CDP Account and Application details to the
registrars, CDP, SGX-ST, SCCS, CPF, Issuer, vendor(s) and Manager.
11
:
Select “Fixed Price”
12
:
Press the “YES” key to confirm that:–
This is my only application and is made in my name and at my own risk.
13
:
Select your nationality and permanent resident status
14
:
Press the “YES” key to confirm your NRIC/Passport No.
15
:
Press the “YES” key to confirm your CDP Securities A/C No. or enter your own CDP
Securities A/C No. (12 digits)
152
16
:
Enter No. of Shares applied for
17
:
Check the details of your application on screen and press the “YES” key to confirm
application
18
:
Remove the Acknowledgement Slip; this is for your reference only
Owing to space constraints on OUB’s IB web-site screens, the following terms will appear in
abbreviated form:“CDP”
:
“CPF”
:
The Central Provident Fund
“NRIC”
:
National Registration Identify Card
“PR”
:
Permanent Resident
“SGD” or “$”
:
Singapore Dollars
“SCCS”
:
Securities Clearing & Computer Services (Pte) Ltd
“SGX-ST”
:
Singapore Exchange Securities Trading Limited
Steps for an Internet Electronic Application through the IB web-site of OUB
Step 1
:
Click on to OUB web-site
2
:
Login to OUB Personal Internet Banking
3
:
Enter your IB User ID and Password
4
:
Select “Investment”
5
:
Select “Electronic Securities Application”
6
:
Select “IPO”
7
:
Click “Yes” to declare that you are in Singapore and have a mailing address in
Singapore
8
:
Select “NOVENA”
9
:
Click “Yes” to confirm that:(1) I have read, understood and agreed to all terms of the application and
conditions of the application and prospectus/document;
(2) I consent to disclose my name, NRIC/Passport Number, address, nationality,
PR status, CPF Investment account number, CDP securities account
number and application details to the registrars, CDP, SGX-ST, SCCS, CPF,
issuer, and vendor(s) and the lead manager; and
(3) This application is made in my own name and at my own risk. For Fixed
price securities applications, this is my only application. For Tender price
securities applications, this is my only application at the selected price.
153
10
:
For Fixed price securities applications, click “Continue”
For applications for securities with Fixed price and Tender price tranches, click “Fixed
price” to make a fixed price application and click “Tender price” to make a tender price
application
11
:
Fill in details for securities application and click “Continue”
12
:
For Fixed price securities applications, enter the quantity of securities applied for and
click “Continue”
For Tender price securities application, enter tender price and quantity of securities
applied for and click “Continue”
13
:
Check details for your application, your NRIC/Passport Number, and quantity of
securities on the screen and click “Confirm” to confirm your application
14
:
Print Confirmation Screen (optional) for your reference and retention only
154

Novena Holdings Limited

Transcription

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