Professional Documents
Culture Documents
AS AT THE DATE OF THIS PRELIMINARY PROSPECTUS, THE COMPANY HAS NOT BEEN CONVERTED INTO A PUBLIC COMPANY. THE
AFOREMENTIONED SHALL BE COMPLETED BEFORE THE REGISTRATION OF THE PROSPECTUS.
THIS PRELIMINARY OFFER DOCUMENT IS DATED 12 MAY 2015 AND HAS BEEN LODGED WITH THE SGX-ST ACTING AS AGENT ON BEHALF OF THE
AUTHORITY ON 12 MAY 2015. THE LODGEMENT OF THIS PRELIMINARY OFFER DOCUMENT WITH THE SGX-ST ACTING AS AGENT ON BEHALF OF THE
AUTHORITY DOES NOT IMPLY THAT THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, OR ANY OTHER LEGAL OR REGULATORY
REQUIREMENTS, OR REQUIREMENTS UNDER THE SGX-STS LISTING MANUAL, HAVE BEEN COMPLIED WITH.
NO OFFER OR AGREEMENT SHALL BE MADE ON THE BASIS OF THIS PRELIMINARY OFFER DOCUMENT TO PURCHASE OR SUBSCRIBE FOR ANY
SECURITIES TO WHICH THIS PRELIMINARY OFFER DOCUMENT RELATES.
IMPORTANT NOTE:
Neither this Preliminary Offer Document nor any copy may be taken or transmitted to any country where distribution or dissemination of this Preliminary Offer
Document is prohibited.
This Preliminary Offer Document is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed or
distributed to any other person. By accepting this Preliminary Offer Document, you agree to be bound by the limitations and restrictions described herein.
This Preliminary Offer Document does not constitute an offer or invitation to purchase or subscribe for any securities and neither this Preliminary Offer Document
nor anything contained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any contract or binding legal
commitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Offer Document. No offer or agreement shall be made
on the basis of this Preliminary Offer Document to purchase or subscribe for any securities to which this Preliminary Offer Document relates. This is
a Preliminary Offer Document and is subject to further verification of, updating, revision, amendments and completion in the final Offer Document to be registered
by the SGX-ST acting as agent on behalf of the Authority. A person to whom a copy of this Preliminary Offer Document has been issued shall not circulate it to
any other person. A copy of this Offer Document has been lodged by the Sponsor and Issue Manager, Underwriter and Placement Agent (as defined herein) with
the SGX-ST acting as agent on behalf of the Authority.
Any decision to purchase or subscribe for securities must be made solely on the basis of information contained in the final Offer Document or other offering
document which may be issued by Singapore O&G Ltd. (the Company), which information may be different from the information contained in this Preliminary
Offer Document.
The final Offer Document may be registered by the SGX-ST acting as agent on behalf of the Authority at least fourteen (14) days from the date of lodgement of
this Preliminary Offer Document provided that the final Offer Document is registered by the SGX-ST acting as agent on behalf of the Authority and upon the
provision of certain information by us to the SGX-ST, unless the SGX-ST extends the period (the Exposure Period) in accordance with the Listing Manual (as
defined herein).
The purpose of the Exposure Period is to enable the examination of this Preliminary Offer Document by investors and market participants prior to the raising of
funds. That examination may result in identification of deficiencies in this Preliminary Offer Document and in those circumstances, this Preliminary Offer Document
may be amended. Any reference in this document to the term Offer Document shall, unless the context otherwise requires, refer to this Preliminary Offer
Document.
The lodgement of this Preliminary Offer Document with the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other
legal or regulatory requirements, or requirements under the SGX-STs listing rules, have been complied with.
PRELIMINARY OFFER DOCUMENT DATED 12 MAY 2015
(Registered by the Singapore Exchange Securities Trading Limited acting as agent on behalf of the Monetary Authority of Singapore on [] 2015)
This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax, or other professional
adviser(s).
Hong Leong Finance Limited (the Sponsor, Issue Manager, Underwriter and Placement Agent) has made an application to the Singapore Exchange Securities
Trading Limited (the SGX-ST) for permission to deal in, and for quotation of, all the ordinary shares (the Shares) in the capital of Singapore O&G Ltd. (the
Company) already issued, the new Shares (the New Shares) which are the subject of the Invitation (as defined herein), the new Shares (the Option Shares)
which may be issued upon the exercise of the options to be granted under the SOG Employee Share Option Scheme and the new Shares (the Award Shares)
which may be issued upon the vesting of share awards granted under the SOG Performance Share Plan, on Catalist. The dealing in, and quotation of, the Shares,
the New Shares, the Option Shares and the Award Shares will be in Singapore dollars.
Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST.
In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or units
of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration
and, if appropriate, consultation with your professional adviser(s).
This Invitation is made in or accompanied by this Offer Document that has been registered by the SGX-ST acting as agent on behalf of the Monetary
Authority of Singapore (the Authority). We have not lodged or registered this Offer Document in any other jurisdiction.
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any
responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer
Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor, Issue Manager, Underwriter and Placement Agent
confirming that our Company is suitable to be listed on Catalist and complies with the rules of the Listing Manual (as defined herein). Neither the Authority nor the
SGX-ST has, in any way, considered the merits of the Shares or units of Shares being offered for investment.
The registration of this Offer Document by the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or
regulatory requirements, or requirements under the SGX-STs listing rules, have been complied with.
Acceptance of applications will be conditional upon the issue of the New Shares (as defined herein) and the listing and quotation of all our existing issued Shares,
the New Shares, the Option Shares and the Award Shares. Monies paid in respect of any application accepted will be returned to you at your own risk, without
interest or any share of revenue or other benefit arising therefrom, if the admission and listing do not proceed, and you will not have any claims against us, and
the Sponsor, Issue Manager, Underwriter and Placement Agent.
Investing in our shares involves risks which are described in the section RISK FACTORS of this Offer Document.
After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of securities, or allot, issue or sell any
of our Shares, on the basis of this Offer Document; and no officer or equivalent person or promoter of our Company will authorise or permit the offer of any of our
Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document.
(b)
CONTENTS
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
16
18
SELLING RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
21
26
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
OFFER SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
PLACEMENT SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
30
30
FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
35
44
48
SPONSORSHIP,
MANAGEMENT,
UNDERWRITING
AND
PLACEMENT
ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
50
51
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
CONTENTS
SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
61
61
MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
INVITATION STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
73
75
86
87
87
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
93
94
MARKET SHARE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
99
101
101
INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
CREDIT MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
105
105
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
107
CONTENTS
STAFF TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
109
GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
LICENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
122
SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
125
126
128
128
129
131
134
134
134
135
135
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140
SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
153
EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
SOG ESOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
SOG PSP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
BOARD PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
182
CONTENTS
EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183
184
185
185
MEMORANDUM OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187
187
LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
189
189
SOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
190
A-1
B-1
C-1
D-1
APPENDIX E TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E-1
F-1
G-1
H-1
CORPORATE INFORMATION
BOARD OF DIRECTORS
COMPANY SECRETARY
REGISTERED OFFICE
PRINCIPAL PLACE OF
BUSINESS AND
CONTACT DETAILS
SPONSOR, ISSUE
MANAGER,
UNDERWRITER AND
PLACEMENT AGENT
AUDITORS AND
REPORTING
ACCOUNTANTS
CORPORATE INFORMATION
LEGAL ADVISER TO THE
SPONSOR, ISSUE
MANAGER,
UNDERWRITER AND
PLACEMENT AGENT ON
SINGAPORE LAW
PRINCIPAL BANKER
RECEIVING BANK
DEFINITIONS
In this Offer Document and the accompanying Application Forms, and in relation to the Electronic
Applications, the instructions appearing on the screens of the ATMs of Participating Banks or the
IB websites of the relevant Participating Banks, unless the context otherwise requires, the
following definitions apply throughout where the context so admits:COMPANIES AND PERSONS IN OUR GROUP
Behs Clinic for Women
Company or SOG
Group
K W Lee Clinic
ST Surgery
SMS
Authority
Catalist
CDP
CPF
DBS
FeM Surgery
DEFINITIONS
Hong Leong Finance or
Sponsor or
Issue Manager or
Underwriter or
Placement Agent
ICA
MMed
Masters of Medicine
MOH
NEA
OCBC
Participating Banks
SGX-ST
UOB
WHO
AGM
Application Forms
Application List
Articles
Associate
(a)
Bank
Limited,
GENERAL
(ii)
DEFINITIONS
(iii) any company in which he and his immediate family
together (directly or indirectly) have an interest of
30.0% or more of the aggregate of the nominal
amount of all the voting shares; or
(b)
ATM
Audit Committee
Award Shares
Beneficiaries
People to whom Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr.
Beh Suan Tiong and Dr. Choo Wan Ling have gifted Shares on
7 May 2015, including Dr. Beh Suan Tiong, Dr. Choo Wan
Ling, Dr. Natalie Chua, Dr. Ng Koon Keng, Ms. Heng Tong
Bwee, Mr. Eric Choo, Ms. Heng Siok Hong Veronica, and
Mr. Lai Kangwei
Board or Board of
Directors
CAO
CDA
CEO
Companies Act
Controlling Shareholder
In relation to a corporation,
(a)
DEFINITIONS
(b)
Directors
DPS
EGM
Electronic Applications
Employees
Entity at Risk
(a)
our Company;
(b)
(c)
EPS
Executive Directors
Executive Officers
FAMS
FC
Financial Controller
FRCOG
Fellow of the
Gynaecologists
FY
GFA
10
Royal
College
of
Obstetricians
and
DEFINITIONS
GP
General Practitioner
GST
IB
Internet banking
Independent Directors
Interested Person
(a)
(b)
Interested Person
Transaction
Invitation
Issue Price
Listing Date
Listing Manual
LLB
Bachelor of Laws
Market Day
11
DEFINITIONS
Market Price
The price equal to the average of the last dealt prices for a
Share, as determined by reference to the daily official list or
other publication published by the SGX-ST for five (5)
consecutive Market Days immediately preceding the relevant
Offer Date, provided always that in the case of a Market Day
on which the Shares are not traded on the SGX-ST, the last
dealt price for Shares on such Market Day shall be deemed to
be the last dealt price of the Shares on the immediately
preceding Market Day on which the Shares were traded,
rounded up to the nearest whole cent in the event of fractional
prices
MBBS
Medical Advisory
Committee
Medicine Act
Memorandum
New Shares
Nominating Committee
NTA
Offer
Offer Date
Offer Document
12
DEFINITIONS
Offer Shares
The 2,200,000 New Shares which are the subject of the Offer
Option
Option Shares
PER
Placement
Placement Shares
PPS
PRC
PTR
Radiation Protection
Regulations
Relevant Period
Remuneration Committee
Securities Account
13
Regulations
DEFINITIONS
SFA
SGXNET
Share(s)
Shareholder(s)
SOG ESOS
SOG PSP
Substantial Shareholder
Termination of Pregnancy
Act
USA
Square feet
S$ and cents
% or per cent.
The expressions Depositor, Depository Agent and Depository Register shall have the
meanings ascribed to them respectively in Section 130A of the Companies 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 Offer Document, the Application Forms and/or the Electronic Applications to
any statute or enactment is a reference to that statute or enactment as for the time being amended
or re-enacted. Any word defined under the Companies Act, the SFA or any statutory modification
thereof and used in this Offer Document, the Application Forms and/or the Electronic Applications
shall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA or any
statutory modification thereof, as the case may be.
14
DEFINITIONS
Any reference in this Offer Document, the Application Forms and/or the Electronic Applications to
Shares being allotted to an applicant includes allotment to CDP for the account of that Applicant.
Any reference to a time of day in this Offer Document, the Application Forms and/or the Electronic
Applications shall be a reference to Singapore time, unless otherwise stated.
References in this Offer Document to our Group, we, our, and us or any other grammatical
variations thereof shall unless otherwise stated, mean our Company, our Group or any member
of our Group, as the context requires.
Any discrepancies in the tables included herein between the listed amounts and the totals thereof
are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures which precede them.
15
amniocentesis
antenatal/prenatal
caesarean section
cancer
colposcopy
cosmetic surgery
embryo
fetus
gestation
16
IVF
In-vitro fertilisation
laparoscopy
LEEP
mammogram
obstetrician-gynaecologist
obstetrics
oncology
O&G
paediatrics
postnatal/postpartum
reconstructive surgery
SLE
TFR
trimester
17
(b)
(c)
(d)
(e)
(f)
other matters discussed in this Offer Document regarding matters that are not historical fact,
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 expected,
expressed or implied by these forward-looking statements. These risks, uncertainties and other
factors include, among others:
(i)
changes in political, social, economic and stock or securities market conditions, and the
regulatory environment in the countries in which we conduct business;
(ii)
the risk that we may be unable to execute or implement our business strategies and future
plans;
changes in the availability and prices of materials which we require to operate our business;
occurrences of catastrophic events, natural disasters and acts of God that affect our
business;
18
19
SELLING RESTRICTIONS
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for the New
Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not
authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No
action has been or will be taken under the requirements of the legislation or regulations of, or of
the legal or regulatory requirements of any jurisdiction, except for the lodgement and/or
registration of this Offer Document in Singapore in order to permit a public offering of the New
Shares and the public distribution of this Offer Document in Singapore. The distribution of this
Offer Document and the offering of the New Shares in certain jurisdictions may be restricted by
the relevant laws in such jurisdictions. Persons who may come into possession of this Offer
Document are required by our Company, the Sponsor, Issue Manager, Underwriter and Placement
Agent to inform themselves about, and to observe and comply with, any such restrictions at their
own expense and without liability to our Company, and the Sponsor, Issue Manager, Underwriter
and Placement Agent.
Persons to whom a copy of this Offer Document has been issued shall not circulate to any other
person, reproduce or otherwise distribute this Offer Document or any information herein for any
purpose whatsoever nor permit or cause the same to occur.
20
(b)
an omission from this Offer Document of any information that should have been included in
it under Section 243 of the SFA; or
21
a new circumstance that has arisen since this Offer Document was lodged which would have
been required by Section 243 of the SFA to be included in this Offer Document, if it had arisen
before this Offer Document was lodged,
and that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement offer document pursuant to Section 241 of the SFA.
In the event that a supplementary or replacement offer document is lodged with the SGX-ST, the
Application List shall be kept open for at least fourteen (14) days after the lodgement of such
supplementary or replacement offer document.
Where prior to the lodgement of the supplementary or replacement offer document, applications
have been made under this Offer Document to subscribe for the New Shares and:
(a)
where the New Shares have not been issued to the applicants, we shall either:
(i)
within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants
notice in writing of how to obtain, or arrange to receive, a copy of the same and provide
the applicants with an option to withdraw their applications, and take all reasonable
steps to make available within a reasonable period the supplementary or replacement
offer document to the applicants who have indicated they wish to obtain, or who have
arranged to receive, a copy of the supplementary or replacement offer document;
(ii)
within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give the applicants the supplementary or replacement offer document,
as the case may be, and provide the applicants with an option to withdraw their
applications; or
(iii) treat the applications as withdrawn and cancelled, in which case the applications shall
be deemed to have been withdrawn and cancelled, and we shall, within seven (7) days
from the date of lodgement of the supplementary or replacement offer document, pay
the applicants all monies the applicants have paid on account of their applications for
the New Shares; or
(b)
where the New Shares have been issued to the applicants, we shall either:
(i)
within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants
notice in writing of how to obtain, or arrange to receive, a copy of the same and provide
the applicants with an option to return to us the New Shares which they do not wish to
retain title in, and take all reasonable steps to make available within a reasonable
period the supplementary or replacement offer document to the applicants who have
indicated they wish to obtain, or who have arranged to receive, a copy of the
supplementary or replacement offer document;
(ii)
within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give the applicants the supplementary or replacement offer document,
as the case may be, and provide the applicants with an option to return to us the New
Shares which they do not wish to retain title in; or
22
where the New Shares have not been issued to the applicants, the applications for the New
Shares shall be deemed to have been withdrawn and cancelled and we shall, within fourteen
(14) days from the date of the Stop Order, pay to the applicants all monies the applicants
have paid on account of their applications for the New Shares; or
(b)
where the New Shares have been issued to the applicants, the issue of the New Shares shall
be deemed to be void and we shall, within fourteen (14) days from the date of the Stop Order,
pay to the applicants all monies paid by them for the New Shares.
Where monies are to be returned to applicants for the New Shares, they shall be paid to the
applicants without any interest or share of revenue or benefit arising therefrom at the applicants
own risk, and the applicants will not have any claim against our Company, and the Sponsor, Issue
Manager, Underwriter and Placement Agent.
This Offer Document has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the accuracy of the information given in this Offer
Document and confirm after making all reasonable enquiries, that to the best of their knowledge
and belief, this Offer Document constitutes full and true disclosure of all material facts about the
Invitation and our Group, and our Directors are not aware of any facts, the omission of which
would make any statement in this Offer Document misleading. Where information in this Offer
Document has been extracted from published or otherwise publicly available sources or obtained
from a named source, the sole responsibility of our Directors has been to ensure that such
information has been accurately and correctly extracted from those sources and/or reproduced in
this Offer Document in its proper form and context.
23
24
25
Event
[] on [] 2015
[] on [] 2015
Close of Application List and closing date and time for the
Invitation
[] 2015
Balloting of applications, if necessary (in the event of oversubscription for the New Shares)
Commence returning or refunding of application monies to
unsuccessful or partially successful applicants
[] on [] 2015
[] 2015
All dates and times referred to above are Singapore dates and times. The above timetable is only
indicative as it assumes that the date of closing of the Application List is [] 2015, the date of
admission of our Company to the Official List of the Catalist of the SGX-ST is [] 2015, the
SGX-STs shareholding spread requirement will be complied with and the New Shares will be
issued and allotted (as the case may be) and fully paid-up prior to [] 2015. The actual date on
which our Shares will commence trading on a ready basis will be announced when it is
confirmed by the SGX-ST.
The above timetable and procedures may be subject to such modification as the SGX-ST may, in
its absolute discretion, decide, including the decision to permit trading on a ready basis and the
commencement date of such trading.
Investors should consult the SGX-STs announcement on the ready trading date on the
internet (on the SGX-STs website at http://www.sgx.com) or the newspapers, or check with
their brokers on the date on which trading on a ready basis will commence.
We, with the agreement of the Sponsor, Issue Manager, Underwriter and Placement Agent, may
at our discretion, subject to all applicable laws and regulations and the rules of SGX-ST, agree to
extend or shorten the period during which the Invitation is open.
In the event of any changes in the close of the Application List or the time period during which the
Invitation is open, we will publicly announce the same:
(a)
(b)
26
27
PLAN OF DISTRIBUTION
The Issue Price is determined by us in consultation with the Sponsor, Issue Manager, Underwriter
and Placement Agent after taking into consideration, inter alia, prevailing market conditions and
the estimated market demand for our Shares determined through a book-building process. The
Issue Price is the same for all New Shares and is payable in full on application.
OFFER SHARES
The Offer Shares are made available to members of the public in Singapore for subscription at the
Issue Price. Applications for the Offer Shares may be made by way of Offer Shares Application
Forms or by way of Electronic Applications. The terms, conditions and procedures for applications
are described in Appendix H of this Offer Document.
An applicant who has made an application for Offer Shares by way of printed Offer Shares
Application Forms may not make another separate application for Offer Shares by way of an
Electronic Application and vice versa. Such separate application shall be deemed to be multiple
applications and shall be rejected.
In the event of an under-subscription for the Offer Shares as at the close of the Application List,
that number of Offer Shares not subscribed for shall be made available to satisfy excess
applications for the Placement Shares to the extent that there is an over-subscription for the
Placement Shares as at the close of the Application List.
In the event of an over-subscription for the Offer Shares as at the close of the Application List
and/or the Placement Shares are fully subscribed or over-subscribed for as at the close of the
Application List, the successful applications for the Offer Shares will be determined by ballot or
otherwise as determined by our Directors, and the Sponsor, Issue Manager, Underwriter and
Placement Agent and approved by the SGX-ST (if required).
PLACEMENT SHARES
The Placement Shares are reserved for placement to retail and institutional investors who may
apply through their brokers or financial institutions. Applications for the Placement Shares must be
made by way of Placement Shares Application Forms or other such forms of application as the
Sponsor, Issue Manager, Underwriter and Placement Agent deem appropriate. The terms,
conditions and procedures for applications are described in Appendix H of this Offer Document.
In the event of an under-subscription for the Placement Shares as at the close of the Application
List, that number of Placement Shares not subscribed for shall be made available to satisfy excess
applications for the Offer Shares to the extent that there is an over-subscription for the Offer
Shares as at the close of the Application List.
Subscribers of the Placement Shares may be required to pay a brokerage of up to 1.0% of the
Issue Price (plus GST thereon and any other similar charges if applicable) to the Placement Agent
or any sub-placement agent that may be appointed by the Placement Agent.
None of our Directors, Executive Officers, Substantial Shareholders or Employees intend to
subscribe for more than 5.0% of the New Shares. The Independent Directors intend to apply for
Placement Shares not amounting to 5.0% of the New Shares.
To the best of our knowledge and belief, we are not aware of any person who intends to subscribe
for more than 5.0% of the New Shares. However, through a book-building process to assess
market demand for our Shares, there may be person(s) who may indicate an interest to subscribe
28
PLAN OF DISTRIBUTION
for Shares amounting to more than 5.0% of the New Shares. If such person(s) were to make an
application for Shares amounting to more than 5.0% of the New Shares and are subsequently
allotted such number of Shares, we will make the necessary announcements at an appropriate
time. The final allotment of Shares will be in accordance with the shareholding spread and
distribution guidelines as set out in the Listing Manual.
No Shares shall be allotted on the basis of this Offer Document later than six (6) months after the
date of registration of this Offer Document by the SGX-ST acting as agent on behalf of the
Authority.
29
No. of Clinics
No. of Locations
As at 31 December 2011
As at 31 December 2012
As at 31 December 2013
As at 31 December 2014
As at the Latest Practicable Date, we have seven (7) physicians in our Group, comprising six (6)
O&G specialist medical practitioners and one (1) breast and general surgeon, and we operate
eight (8) clinics in five (5) different locations. We have two (2) clinics in Parkway East Medical
Centre, three (3) clinics in Gleneagles Medical Centre, one (1) clinic in Thomson Medical Centre,
one (1) clinic in Mount Elizabeth Novena Specialist Centre, and one (1) clinic in Cassia Crescent.
Please refer to the sections titled General Information on our Group Our Medical Clinics and
General Information on our Group Our Specialist Medical Practitioners of this Offer Document
for more information.
Our revenue is derived from the provision of O&G services, which includes general and ancillary
surgical services, breast and gynaecological cancer treatments, and medication and
supplements. The most important of these are as follows:
30
gynae-oncology services;
clinical procedures;
Please refer to the section titled General Information on our Group Our Business of this Offer
Document for more information.
Our Competitive Strengths
We believe our main competitive advantages are:
Please refer to the section titled General Information on our Group Competitive Strengths of
this Offer Document for more information.
Our Business Strategies and Future Plans
Our business strategies and future plans are as follows:
expand our business operations locally and regionally through organic growth, joint ventures
and acquisitions;
Please refer to the section titled General Information on our Group Our Business Strategies and
Future Plans of this Offer Document for more information.
31
FY2012
FY2013
FY2014
8,116
8,642
13,547
3,426
3,720
5,039
3,001
3,120
4,248
3,001
3,120
4,248
200
200
174,400
1.72
1.79
2.44
1.38
1.43
1.95
Revenue (2)
Profit before tax
(3)
Number of Shares
EPS (cents)
(5)
32
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Audited
As at
31 December
2012
Audited
As at
31 December
2013
Audited
As at
31 December
2014
Unaudited
Pro Forma
As at
31 December
2014
5,545
8,020
13,412
11,930
307
407
1,444
1,444
(910)
(1,658)
(2,987)
(2,987)
(75)
(7)
(13)
(13)
Shareholders equity
4,868
6,761
11,856
10,374
NTA
4,868
6,761
11,856
10,374
200
200
174,400
174,400
2.79
3.88
6.80
5.95
Number of Shares
NTA per Share
(cents) (8)
Notes:
(1)
Please refer to the Audited Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the
Financial Years ended 31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document.
(2)
(3)
Profit before tax is after taking into account other operating income, deducting salaries, depreciation, other
operating expenses and financing income/expenses.
(4)
(5)
For comparative purposes, EPS is calculated based on the profit after tax for the year and the pre-Invitation share
capital of our Company of 174,400,000 Shares.
(6)
For comparative purposes, EPS is calculated based on the profit after tax for the year and the post-Invitation share
capital of our Company of 218,000,000 Shares.
(7)
Please refer to the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this Offer Document. The
Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its Subsidiaries for the Financial
Year ended 31 December 2014 has been prepared for illustrative purposes only, and is based on certain
assumptions, and after making certain adjustments to show what the financial position and cash flow of the pro
forma Group for the financial year ended 31 December 2014 would have been if the final dividend of 35% of net
income amount of S$1,482,400 had been paid during the financial year ended 31 December 2014.
(8)
For comparative purposes, NTA per Share is calculated based on the net tangible assets and the pre-Invitation
share capital of our Company of 174,400,000 Shares.
33
THE INVITATION
Issue Size
Issue Price
The Offer
The Placement
Clawback and
Re-allocation
Our Directors believe that the listing of our Company and the
quotation of our Shares on Catalist will enhance our public
image locally and internationally and enable us to tap the
capital markets to fund the expansion of our business
operations. The Invitation will also provide members of the
public and our Employees with an opportunity to participate in
the equity of our Company. Please refer to the section titled
Use of Proceeds and Listing Expenses of this Offer
Document for more information.
Listing Status
There has been no public market for our Shares prior to the
Invitation. Our Shares will be quoted in Singapore dollars on
the SGX-ST, subject to the admission of our Company to the
Official List of the Catalist of the SGX-ST and permission for
dealing in, and for quotation of, our Shares, the New Shares,
the Option Shares and the Award Shares being granted by the
SGX-ST and the Authority not issuing a Stop Order.
Risk Factors
34
RISK FACTORS
An investment in our Shares involves risks. Prospective investors should carefully consider and
evaluate each of the following considerations and all other information set forth in this Offer
Document before deciding to invest in our Shares. The following describes some of the significant
risks known to us now that could directly or indirectly affect us and the value or trading price of
our Shares. The following does not state risks unknown to us now but which could occur in future,
and risks which we currently believe to be immaterial, which could turn out to be material. Should
these risks occur or turn out to be material, they could materially and adversely affect our
business, financial condition, results of operations and prospects. To the best of our Directors
knowledge and belief, all risk factors which are material to investors in making an informed
judgment of our Group have been set out below. If any of the following considerations,
uncertainties or material risks develop into actual events, our business, operations, prospects,
financial conditions and/or results of operations could be materially and adversely affected. In
such cases, the trading price of our Shares could decline and investors may lose all or part of their
investment in our Shares.
This Offer Document also contains forward-looking statements having direct and/or indirect
implications on our future performance. Investors should also consider the information provided
below in connection with the forward-looking statements in this Offer Document and the warning
regarding forward-looking statements at the beginning of this Offer Document. Our actual results
may differ materially from those anticipated by these forward-looking statements due to certain
factors, including the risks and uncertainties faced by us, as described below and elsewhere in
this Offer Document.
RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE
We are subject to regulations and licensing requirements for our operations
The healthcare industry is highly regulated. We and our healthcare professionals are subject to
laws and regulations, including for example, the Private Hospitals and Medical Clinics Act, the
Medical Registration Act and the Nurses and Midwives Act. Any adverse changes in such laws and
regulations or the introduction of new applicable laws and regulations could result in, among
others, more stringent requirements and/or an increase in compliance costs, which could
materially and adversely affect our business, financial condition and results of operations.
Further, the relevant authorities such as MOH and SMC may suspend or deny renewal of licenses
in respect of our business operations and healthcare professionals if they determine that we or our
healthcare professionals do not meet the applicable standards and this could also materially and
adversely affect the business, financial condition and results of operations of our Group.
We may not be able to obtain the requisite approvals, licenses and/or permits or renew our
current approvals, licenses and/or permits upon their expiration
We and our healthcare professionals require various approvals, licenses and/or permits to
operate, and the obtaining of these requisite approvals, licenses and/or permits and the renewal
of the same are subject to compliance with the relevant laws and regulations. While we have not
experienced any issues with obtaining or renewing these requisite approvals, licenses and/or
permits as at the Latest Practicable Date, there is no assurance that we will be able to do so upon
their expiration. In addition, any changes to the existing laws and regulations may require us to
apply for new approvals, licenses and/or permits and there is no assurance that we will be able
to obtain these new approvals, licenses and/or permits.
35
RISK FACTORS
In the event that we are unable to obtain or renew the requisite approvals, licenses and/or permits,
or such approvals, licenses and/or permits are withdrawn by us, we may be required to cease
development or operations and our business, financial condition and results of operations of our
Group may be adversely affected.
We are dependent on certain key management personnel
Our continued success is dependent on certain members of our management team, including
some who have been with our Group since its inception, to manage our current operations and
meet future business challenges. Our Executive Directors and Executive Officers are responsible
for formulating and implementing our growth, corporate development and overall business
strategies. While we have entered into service agreements with each of our Executive Directors
(please refer to the section titled Directors, Executive Officers and Employees Service
Agreements), any loss of the services of any of our key management personnel without a suitable
and timely replacement could materially and adversely affect the business, financial condition and
results of operations of our Group.
We are dependent on our key specialist medical practitioners
We are dependent on certain of our specialist medical practitioners. In particular, the services of
Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr. Beh Suan Tiong and Dr. Choo Wan Ling are integral
to the development and business of our Group. Together, they contributed an aggregate of 93.1%,
90.3% and 93.1% of our revenue for FY2012, FY2013 and FY2014, respectively. Although we
have entered into service agreements with each of Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr.
Beh Suan Tiong and Dr. Choo Wan Ling (please refer to the section titled Directors, Executive
Officers and Employees Service Agreements), and while we will continue to develop our talent
pool in order to ensure continuity, any loss of the services of any of our key specialist medical
practitioners without a suitable and timely replacement could materially and adversely affect the
business, financial condition and results of operations of our Group.
We are dependent on our ability to attract and retain skilled and qualified healthcare
professionals including specialist medical practitioners
Our business operations comprise primarily the provision of specialist medical services. Our
market presence, reputation and growth are dependent on our ability to attract skilled and
qualified healthcare professionals. These include specialist medical practitioners in the fields of
obstetrics, gynaecology, oncology, infertility treatments and paediatrics, as well as nurses and
other clinical staff. We compete for these personnel with other healthcare providers.
The demand for healthcare professionals is highly competitive. Healthcare professionals require
professional licences to practice, and it may take several years for them to obtain the requisite
training. In the case of specialist medical practitioners, the training period can be up to fifteen (15)
years and even longer for certain medical specialties. Our ability to attract such persons depends
on, inter alia, our reputation, professional relationships and compensation. We may not compare
favourably with other healthcare providers on one or more of these factors.
Most of our specialist medical practitioners are employed on fixed term contracts and there is no
assurance that they will not leave or renew their employment with us upon the expiry of their
employment contracts. Some of our other specialist medical practitioners may be visiting
consultants and there is no assurance that they will continue to be our visiting consultants.
Further, we may not be able to successfully attract and recruit highly qualified specialist medical
practitioners in the future in line with our expansion plans. Any loss of the services of any of our
36
RISK FACTORS
specialist medical practitioners without suitable and timely replacements or an inability to attract
and recruit qualified specialist medical practitioners could materially and adversely affect the
business, financial condition and results of operations of our Group.
We are dependent on our ability to recruit and develop specialist medical practitioners for
our growth and continuity
Our Group has been successful in recruiting and developing technically strong specialist medical
practitioners. We have helped them build a quality patient list by referring patients from our more
established specialist medical practitioners, by promoting our specialist medical practitioners
through our corporate social responsibility initiatives and through our other marketing channels.
If we are unable to build such a list for our specialist medical practitioners within our targeted time
span, we may not be able to generate a satisfactory return on the monies we invested in these
specialist medical practitioners. In such an event, there may be a material adverse effect on the
business, financial condition and results of operations of our Group.
We do not have a long operating history
Our Company was incorporated on 6 January 2011 and we only started operations as a group
following the Restructuring Exercise in 2013 (please refer to the section titled Restructuring
Exercise of this Offer Document for more details). As such, we do not have the relevant operating
history on which our past performance may be judged. This will make it more difficult for investors
to assess our Groups likely future performance and for investors to determine if our Group will be
able to meet our projected business plan.
Our medical clinics are subject to lease renewals and relocation risks
Currently, we lease the premises of all of our medical clinics. Upon the expiry of such lease term,
the landlords have the right to review and revise the terms and conditions of such lease
agreements. We therefore face the risk of an increase in rental or not being able to renew the
leases on terms and conditions favourable to us or at all. Any increase in rental or relocation would
increase our operating expenses. Further, in the event that our existing lease agreements are not
renewed upon their expiry and suitable alternative locations cannot be found in a timely manner
or at all, we may have to suspend the operations of affected medical clinics. Accordingly, the
occurrence of any of the foregoing may have a material adverse impact on the financial condition
and results of operations of our Group.
Challenges that affect the healthcare industry may have an impact on our operations
We are impacted by the challenges currently facing the healthcare industry. We believe that the
key ongoing industry-wide challenges are providing high quality patient care in a competitive
environment and managing costs (especially the high cost of rental and staff salaries and
benefits).
In addition, our business, financial position, results of operations and prospects may be affected
by other factors that affect the entire healthcare industry such as:
general economic and business conditions at local, regional, national and international
levels;
37
RISK FACTORS
demographic changes;
an increase in the threat of terrorism or armed conflicts and the occurrence of natural and
man-made disasters that affect travel security or the global economy which could reduce the
volume of medical travellers;
changes in the supply distribution chain or other factors that increase the cost of supplies;
stricter regulations governing the purchase of medications and pharmaceutical drugs, which
are highly regulated; and
reputational and potential financial risk to our operations caused by the independent actions
of doctors, including the prices they charge patients for their services.
In particular, the patient volumes and operating income at our medical clinics are subject to
economic and seasonal variations caused by a number of factors, including, but not limited to:
unemployment levels;
the cultural and business environment of local communities and in the home countries of
medical travellers;
Any failure by us to effectively manage these challenges may have a material adverse effect on
our business, financial position, results of operations and prospects.
Our operations are located only in Singapore, which makes us sensitive to regulatory,
economic, social, political, environmental and competitive conditions and changes in
Singapore
While we have plans to eventually expand overseas, our operations are currently located only in
Singapore, and our healthcare professionals are licensed to practise only in Singapore. This
concentration makes us particularly sensitive to regulatory, social, political, economic,
environmental and competitive conditions and changes in Singapore. Any material change in the
current government insurance payment systems or policies, regulatory, economic, environmental
or competitive conditions in Singapore may have a disproportionate and material adverse effect
on our business, financial position, results of operations and prospects.
38
RISK FACTORS
An inability to keep abreast of advances in technology will affect our competitive edge and
hence our financial performance adversely
We need to continually keep up with advances in medical technology relevant to our business.
Rapid changes in the healthcare industry require sourcing for and investing in new equipment and
technology. From time to time, we also need to upgrade existing equipment and facilities. This
may require significant capital expenditure.
If we are unable to adapt to and to acquire such advances in technology, demand for our
healthcare services may decline. There is also no assurance that we will be able to recover the
financial outlay for these equipment and technology should patients expectations for these
services not be met. As a result, there may be a material adverse effect on the business, financial
condition and results of operations of our Group.
We may not be able to compete successfully with our competitors
The industry in which we operate is highly competitive. We face competition from other healthcare
service providers in Singapore and overseas from both the public and private sectors, some of
whom may have longer operating histories, wider range of services, more advanced technologies
and equipment, greater brand recognition and/or greater financial resources. Such competitors
may be in a better position to expand their market share. Increased competition may result in
lower profit margins and a loss of market share for our Group. There is no assurance that we will
be able to compete against our competitors effectively in the future and this could materially and
adversely affect the business, financial condition and results of operations of our Group.
We are subject to risks of complaints, claims and regulatory actions arising from the
provision of our healthcare services
The provision of professional healthcare services entails inherent risks of liability. While we have
not been the subject of any material complaints, claims or regulatory actions arising from the
provision of our healthcare services, we are exposed to the risks of the same being made against
us, and the risks of litigation and potential liability arising from the conduct of our business and the
provision of professional healthcare services.
As a specialist medical group providing, inter alia, screening, testing, advice, treatment and
surgical services for complex medical conditions, which do not have guaranteed positive
outcomes, we are susceptible to complaints, allegations and legal actions, with or without merit,
which may be made or taken against us and/or our healthcare professionals in relation to, inter
alia, our services, pricing, marketing activities, negligence or medical malpractice. Indeed, our
specialist medical practitioners often provide the foregoing services based upon, inter alia,
consultations with patients, and the results of lab and diagnostic tests, which may at times be
imprecise and/or inaccurate. As a result, we may from time to time be involved in material disputes
with various parties in the ordinary course of our business. These complaints, allegations and
disputes, regardless of their validity, may lead to legal or other proceedings, and may result in
negative publicity, substantial costs and diversion of our resources and managements attention.
If such proceedings occur, we cannot assure you that the outcome will not be detrimental to the
Group, and any negative outcome may have a material adverse impact on the staff morale,
reputation, business, financial condition and results of operations of our Group.
39
RISK FACTORS
Any complaint against us or our specialist medical practitioners or healthcare professionals may
also result in investigations and/or disciplinary actions by the relevant governing professional
body (including SMC and MOH) which could in turn result in fines, suspension and/or revocation
of licenses. The occurrence of any of the foregoing events may have a material adverse impact
on the staff morale, reputation, business, financial condition and results of operations of our
Group.
It should finally be noted that the businesses and medical clinics which we have acquired or may
acquire, and the specialist medical practitioners and healthcare professionals which we have
hired or may hire, may have unknown or contingent liabilities and we may become liable for the
past activities of such businesses and medical clinics.
There is no assurance that we will be able to recover any or all of the damages, fines and/or legal
costs from our insurance policies, which may have a material adverse impact on the staff morale,
reputation, business, financial condition and results of operations of our Group.
We may not have adequate insurance coverage
Our medical clinics and medical equipment face the risk of suffering physical damage caused by
fire or natural disasters or other causes, which could disrupt our business operations. Further, our
medical clinics also face the risk of potential public liability claims. There is no assurance that
there will not be any such damage or that liability claims will not be in excess of the amount
covered by our insurance policies or that such insurance policies are comprehensive and cover
all types of damage suffered or public liability claims. As such, the occurrence of any of the
foregoing could materially and adversely affect our business, financial condition and results of
operations.
We believe we have insured our business operations and medical clinics in line with industry
practice in Singapore. However, we cannot be assured that such insurance coverage will be
sufficient to cover all potential liabilities and risks that we face. Should there be adverse
developments such as terrorist attacks and other natural or man-made disasters such as
earthquakes and floods, fire hazards and other events beyond our control in Singapore or any
other regions where we have operations, we may not have adequate insurance coverage to cover
these liabilities and risks and our business, financial condition, results of operations and prospects
may be materially and adversely affected. Additionally, any material change in the terms of our
specialist medical practitioners insurance policies may have a disproportionate and material
adverse effect on our business, financial position, results of operations and prospects. While our
specialist medical practitioners currently have occurrence-based insurance (i.e. coverage
provides protection from claims and complaints stemming from incidents during the year of
subscription regardless of when the claim is made), material changes to the terms of their
insurance policies such as a shift by insurers to claims-based insurance (e.g. where coverage
provides protection from claims and complaints stemming from incidents during the year of
subscription, provided the relevant incident is reported within that year or on such other terms as
the insurers may decide) may result in claims for which we may not be compensated by insurance
proceeds (if any) and/or contractual indemnities (if any). Should there be any such material
changes, we may have to make provisions in our accounts and this may have a material adverse
effect on our business, financial condition, results of operations and prospects.
Further, our insurance policies are renewed on an annual basis and there is no assurance that we
will be able to renew all of our policies or obtain new policies on similar terms.
40
RISK FACTORS
We are dependent on our ability to contain our operating costs
Employee benefits and operating lease expenses are our Groups two (2) largest operating
expenses. In FY2014, employee benefits and operating lease expenses accounted for
approximately 72.1% and 8.3%, respectively, of our total operating costs.
Competition for skilled and qualified healthcare professionals may result in a general rise in their
wages. In order to retain or attract such healthcare professionals, we may have to improve our
remuneration terms and benefits, which may have a material adverse impact on the business,
financial condition and results of operations of our Group. Operating lease expenses will also
increase if we lease more premises in the expansion of our business operations.
Such increases in operating costs may have a material adverse impact on the financial condition
and results of operations of our Group.
We are dependent on certain private hospitals
As our medical clinics are currently located in Gleneagles Medical Centre, Parkway East Medical
Centre, Mount Elizabeth Novena Specialist Centre and Thomson Medical Centre, we will arrange
for our obstetrics patients to deliver their babies in either Gleneagles Medical Centre, Parkway
East Medical Centre, Mount Elizabeth Novena Specialist Centre or Thomson Medical Centre. If
there is a disruption in the operations of these hospitals, for instance due to a major fire, it would
affect our business insofar that we would have to find available beds in other hospitals which are
located further away from our medical clinics.
We depend on individual patients and corporate clients who opt for private healthcare
services
The demand for our healthcare services is highly dependent on the financial ability and the
willingness of individual patients and corporate clients to pay for private healthcare services.
Negative market sentiment, a slowdown in the economy or a higher unemployment rate may lead
to a decrease in demand for our services as more patients may opt for subsidised public
healthcare services available at government hospitals and polyclinics or treatment from other
private healthcare providers that are more price competitive.
Any decrease in the demand for our services from individual private patients and corporate clients
may have a material adverse impact on the business, financial condition and results of operations
of our Group.
We are subject to risks associated with medical technology developments
The specialist healthcare industry is characterised by rapid developments in medical technology.
As a result, we may be exposed to changes in technology in the fields in which we operate,
including alternative procedures, treatments, medical equipment, drugs and other products that
may be more effective, easier to use or more economical than those currently utilised by us.
There is no assurance that the procedures, treatments, medical equipment and drugs used by us
will not become obsolete or that we will be able to acquire suitable alternative procedures,
treatments, medical equipment, drugs. In such an event, the demand for our services, our
reputation, business, financial condition and results of operations may be materially and adversely
affected.
41
RISK FACTORS
We may also incur costs in sourcing for and investing in new medical technologies without
obtaining a commensurate return on our investment. In such an event, our business, financial
condition and results of operations may be materially and adversely affected.
Our future expansion may be affected by the social, political and economic conditions in
the countries we seek to expand into
A change in the social, political and economic conditions of the countries in which we seek to
expand may lead to a change in the demand for, and perception/desirability of our healthcare
services in those countries. These conditions may include unfavourable changes in government
policies, a downturn in that economy, or the occurrence of political unrest.
Such events are beyond our control and may disrupt or cause our expansion into those countries
to falter or fail. This may materially and adversely affect our business, financial condition and
results of operations.
There is no assurance that our future plans will be commercially successful
We have in the past three (3) years, expanded our operations in a gradual manner. Such
expansion included the setting-up of new medical clinics, the expansion of our existing medical
facilities, and an investment in a bio-medical company that is complementary to our existing
businesses. We intend to continue with the expansion of our operations. Please refer to the
section titled General Information on our Group Our Business Strategies and Future Plans of
this Offer Document for more information.
There is no assurance that our business strategies and future plans will be commercially
successful. Such plans may be expensive and may divert our managements attention and expose
our business to unforeseen liabilities or risks associated with entering new markets or new
businesses.
Additionally, we intend to develop and expand our existing business operations by acquiring
and/or opening more clinics. We may not be successful in integrating any acquired businesses
and may not achieve the anticipated synergies for revenue growth and cost benefits. If we fail to
achieve a sufficient level of revenue or if our expansion plans result in a lapse of patient service,
performance problems with an acquired company, potential dilutive issuances of equity securities
or the incurrence of debt, contingent liabilities, possible impairment charges related to goodwill or
other intangible assets or any other unanticipated events or circumstances, our business,
financial condition and results of operations may be materially and adversely affected.
Our medical facilities may be affected by outbreaks of infectious diseases
A resurgence of the outbreak of Severe Acute Respiratory Syndrome (SARS), Middle East
Respiratory Syndrome (MERS) or any other contagious or virulent diseases like influenza (H5N1
and H7N9) or bird flu in Singapore and/or the region could have a material adverse impact on our
operations. In the event such outbreaks occur at any of our medical facilities, greater infection
control measures will have to be implemented with the possibility of temporary closure of the
affected facility and quarantine of all affected healthcare professionals.
In addition, occurrences of epidemics and pandemics could also result in negative public opinion
of medical institutions, which will materially and adversely affect our operations and financial
performance.
42
RISK FACTORS
We may be affected by terrorist attacks, natural disasters and other events beyond our
control
Terrorist attacks may lead to uncertainty in the economic outlook of markets leading to an
economic downturn. This may in turn have an adverse impact on our business. There can be no
assurance that the terrorists will not target Singapore or the countries in which we may operate
in the future.
Our Groups current insurance policies do not cover terrorist attacks. The consequences of any
such terrorist attacks, natural disasters or other events beyond our control are unpredictable, and
we are not able to foresee events of such nature, which could cause interruptions to parts of our
businesses and may materially and adversely affect our business, financial condition and results
of operations.
While Singapore is naturally sheltered from major natural catastrophes, there is no assurance that
Singapore or the countries in which we may operate in the future will not suffer any major natural
catastrophe in the future. Such events can cause substantial structural and physical damage to
properties and infrastructure. In the event that Singapore or the countries in which we may operate
in the future suffers any natural disasters, substantial structural and physical damage to our
properties may be caused, resulting in the incurrence of expenses to repair the damage caused.
The environmental conditions may also cause business disruptions, affect investments and result
in various other adverse effects on Singapore or the countries in which we may operate in the
future in general. This may lead to a decrease in demand for our services and this may materially
and adversely affect our business, financial condition and results of operations.
We are subject to political, economic and social developments in Singapore
Our business, prospects, financial position and results of operations may be adversely affected by
political, economic, social and legal developments in Singapore that are beyond our control. Such
political and economic uncertainties include, but are not limited to, the risks of war, terrorism,
nationalism, expropriation or nullification of contracts, changes in interest rates, rates of economic
growth, fiscal and monetary policies of the government, inflation, deflation, methods of taxation
and tax policy, unemployment trends, and other matters that influence consumer confidence,
spending and tourism. Increasing volatility in financial markets may cause these factors to change
with a greater degree of frequency and magnitude. Negative developments in the socio-political
environment in Singapore, may adversely affect our business, financial position, results of
operations and prospects. In addition, changes in tax laws or other regulations or actions taken
by the Singapore government to partially or wholly nationalise or compulsorily acquire our
properties or the underlying land may have a material adverse effect on our business, financial
position, results of operations and prospects.
Our Group may be adversely affected by the uncertain global economic outlook
Our business is susceptible to the general economic conditions in Singapore. Factors such as
gross domestic product (GDP) growth, disposable income and unemployment rates may affect the
number of patients who opt for private healthcare and indirectly affect our business operations.
Given the uncertainties of the future economic outlook, there is no assurance that we will be able
to grow our business, or that we will be able to react promptly to any change in economic
conditions. In the event that we fail to react promptly to the changing economic conditions, our
performance and profitability could be adversely affected. Our business performance, future plans
and operations may be adversely affected if these conditions deteriorate in the future.
43
RISK FACTORS
We may be subject to competition laws and regulations in certain countries in which we
operate
Competition laws and regulations in Singapore may limit our growth and subject us to anti-trust
and merger control investigations. Violation of such laws or regulations could potentially expose
us to financial penalties or rights of private action. The Singapore competition regime generally
favours increased competition. We may be subject to anti-trust investigations, restricted from
continuing to engage in practices found to be anti-competitive and restricted from continuing to
engage in practices that are found to be an abuse of that dominance. We cannot predict the effect
of any investigations by competition authorities on our business. If, as a result of any investigation
by the relevant authorities, we are subject to financial or other penalties or we are prohibited from
engaging in certain types of businesses or practices, our business, financial position, results of
operations and prospects may be materially and adversely affected.
RISKS RELATING TO OWNERSHIP OF OUR SHARES
Investments in securities quoted on Catalist involve a higher degree of risk and can be less
liquid than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a listing
platform designed primarily for fast-growing and emerging or smaller companies to which a higher
investment risk tends to be attached as compared to larger or more established companies listed
on the Main Board of the SGX-ST. An investment in shares quoted on Catalist may carry a higher
risk than an investment in shares quoted on the Main Board of the SGX-ST and the future success
and liquidity in the market of our Shares cannot be guaranteed.
Investors in our Shares will face immediate and substantial dilution in our NTA per Share
and may experience future dilution
Our Issue Price of [] cents per Share is substantially higher than our NTA per Share of [] cents
based on the post-Invitation issued and paid-up share capital adjusted for the net proceeds from
the issue of New Shares. If we were liquidated for NTA immediately following the Invitation, each
Shareholder subscribing to the Invitation would receive less than the price they paid for their
Shares. Details of the immediate dilution of our Shares incurred by new investors are described
under the section titled Dilution of this Offer Document.
Additional funds raised through issuance of new Shares for future growth will dilute
Shareholders equity interests
We may, in the future, expand our capabilities and business through acquisitions, joint ventures,
strategic partnerships and alliances with parties who can add value to our business. We may
require additional equity funding after the Invitation by way of a placement of new Shares or issue
new Shares as consideration to finance future acquisitions, joint ventures and strategic
partnerships and alliances, which may result in a dilution to the equity interests of our
Shareholders. Further, in the event that the Company raises additional funds to meet its financing
needs and existing Shareholders do not participate in the pro-rata fund raising activities such as
rights issues, such Shareholders may experience a dilution in their shareholdings.
44
RISK FACTORS
Future sale or issuance of our Shares could materially and adversely affect our Share price
Any future sale or issuance or availability of a large number of our Shares in the public market or
perception thereof may have a downward pressure on our Share price. These factors also affect
our ability to sell additional equity securities in the future, at a time and price we deem appropriate.
Save as disclosed under the section titled Shareholders Moratorium of this Offer Document,
there will be no restriction on the ability of our Shareholders to sell their Shares either on the
SGX-ST or otherwise.
Further, if we were to raise funds in the future by way of a rights issue, if any Shareholder is
unwilling to participate in such fund raising, such Shareholder will suffer dilution of his
shareholding.
There has been no prior market for our Shares and the Invitation may not result in an active
or liquid market and there is a possibility that our Share price may be volatile
Prior to the Invitation, there had been no public market for our Shares. Although we have made
an application to the SGX-ST for our Shares to be listed for quotation on Catalist, there is no
assurance that an active trading market for our Shares will develop, or if it develops, be sustained.
There is also no assurance that the market price for our Shares will not decline below the 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, differences between
our actual financial or operating results and those expected by investors and analysts, general
market conditions and broad market fluctuations.
Our Share price may be volatile in future which could result in substantial losses for
investors purchasing Shares pursuant to the Invitation
The trading price of our Shares may fluctuate significantly and rapidly after the Invitation as a
result of, among others, the following factors, some of which are beyond our control:
changes in market valuations and share prices of companies with business similar to that of
our Company that may be listed in Singapore;
material changes or uncertainty in the political, economic and regulatory environment in the
markets that we operate;
changes in conditions affecting the industry, the general economic conditions or stock market
sentiments or other events or factors.
45
RISK FACTORS
Investors may not be able to participate in future rights issues or certain other equity
issues of our Shares
In the event that we issue new Shares, we will be under no obligation to offer those Shares to our
existing Shareholders at the time of issue, except where we elect to conduct a rights issue.
However, in electing to conduct a rights issue or certain other equity issues, we will have the
discretion and may also be subject to certain regulations as to the procedures to be followed in
making such rights available to Shareholders or in disposing of such rights for the benefit of such
Shareholders and making the net proceeds available to them. In addition, we may not offer such
rights to our existing Shareholders having an address in jurisdictions outside of Singapore.
Accordingly, certain Shareholders may be unable to participate in future equity offerings by us and
may experience dilution in their shareholdings as a result.
Certain transactions may dilute the ownership of holders of our Shares
As a result of adjustments from rights offerings, certain issuances of new Shares and certain other
actions we may take to modify our capital structure, Shareholders may experience a dilution in
their ownership of our Shares. There can be no assurance that we will not take any of the
foregoing actions, and such actions in the future may adversely affect the market price of our
Shares.
Negative publicity including those relating to any of our Directors, Executive Officers or
Substantial Shareholders may materially and adversely affect our Share price
Negative publicity or announcements including those relating to any of our Directors, Executive
Officers or Substantial Shareholders may materially and adversely affect the market perception of
our Group or the performance of the price of our Shares, whether or not they are justified.
Examples of negative publicity include publicity on our unsuccessful attempts in joint ventures,
acquisitions or take-overs, or involvement in insolvency proceedings.
The actual performance of our Company may differ materially from the forward-looking
statements in this Offer Document
This Offer Document contains forward-looking statements, which are based on a number of
assumptions which are subject to significant uncertainties and contingencies, many of which are
outside our control. Furthermore, our revenue and financial performance are dependent on a
number of external factors, such as demand for our services which may decrease for various
reasons, including increased competition within the industry or changes in applicable laws and
regulations. We cannot assure you that these assumptions will be realised and our actual
performance will be as projected.
Control by our Substantial Shareholders of our share capital after the Invitation may limit
your ability to influence the outcome of decisions requiring the approval of Shareholders
Subject to the Invitation, our Controlling Shareholders, Dr. Lee Keen Whye and Dr. Heng Tung
Lan, will hold directly in aggregate approximately []% of our issued share capital. As a result, they
will be able to significantly influence our corporate actions such as mergers or take-over attempts
in a manner which may not be in line with the interests of our public Shareholders. They will also
have veto power in relation to any shareholder action or approval requiring a majority vote except
in situations where they are required by the rules of the Listing Manual, the SGX-ST or
46
RISK FACTORS
undertakings given by them to abstain from voting. Such concentration of ownership may also
have the effect of delaying, preventing or deterring a change in control of our Group which may
not benefit our Shareholders.
We may not be able to pay dividends in the future
Our ability to declare dividends to our Shareholders will depend on our future financial
performance and distributable reserves of our Company, which, in turn, depends on us
successfully implementing our strategies and on financial, competitive, regulatory, technical and
other factors, including but not limited to general economic conditions, demand for and selling
prices of our products and services and other factors specific to our industry or specific projects,
many of which are beyond our control. As such, there is no assurance that our Company will be
able to pay dividends to our Shareholders. In the event that our Company enters into any loan
agreements in the future, covenants therein may also limit when and how much dividends we can
declare and pay.
47
Amount in aggregate
(S$000)
[]
100.00
[]
[]
Professional fees
[]
[]
[]
[]
Other expenses
[]
[]
[]
[]
Expansion of business
operations
[]
[]
Investments in healthcare
professionals and synergistic
businesses
[]
[]
[]
[]
Intended use
Placement commission
(1)
Note:
(1)
The amount of commission per New Share, agreed upon between the Issue Manager, Underwriter and Placement
Agent and our Company is 3.5% of the Issue Price payable for each New Share. Please refer to the section titled
Sponsorship, Management, Underwriting and Placement Arrangements of this Offer Document for more details.
Please refer to the section titled Our Business Strategies and Future Plans of this Offer
Document for more information on our intended use of the net proceeds from the Invitation.
Pending the deployment of the net proceeds from the Invitation, the funds will be placed in
short-term deposits with financial institutions and/or used to invest in short-term money market
instruments as our Directors may, in their absolute discretion, deem appropriate.
As part of its terms of reference, our Audit Committee will monitor our use of net proceeds from
the Invitation. As and when the funds from the Invitation are materially disbursed, our Company
will make periodic announcements via SGXNET on the use of the net proceeds and will provide
a status report on the use thereof in our annual report.
48
49
at any time up to the Listing Date, a notice of refusal to an admission of our Company to the
Official List of Catalist is issued by the SGX-ST; or
(b)
at any time after the registration of this Offer Document with the SGX-ST but before the close
of the Application List, our Company fails and/or neglects to lodge a supplementary or
replacement offer document (as the case may be) if we become aware of:
(i)
(ii)
an omission from this Offer Document of any information that should have been
included in it under the SFA; or
(iii) a new circumstance that has arisen since this Offer Document was lodged with the
SGX-ST acting as agent on behalf of the Authority and would have been required by the
SFA to be included in this Offer Document if it had arisen before this Offer Document
was lodged,
that is materially adverse from the point of view of an investor; or
(c)
the Shares have not been admitted to Catalist on or before [] June 2015 (or such other date
as our Company and the Sponsor may agree).
If there shall have been, since the date of the Sponsorship and Management Agreement and prior
to the close of the Application List:
(a)
any breach of the warranties or undertakings by our Company in the Sponsorship and
Management Agreement which comes to the knowledge of the Sponsor;
(b)
any occurrence of certain specified events which comes to the knowledge of the Sponsor;
(c)
any adverse change, or any development involving a prospective adverse change, in the
condition (financial or otherwise) of our Company or of our Group as a whole;
(d)
50
any change, or any development involving a prospective change or any crisis in local,
national, regional or international political, industrial, legal, financial, monetary or economic
conditions, taxation or exchange controls (including but not limited to the conditions in the
stock market, foreign exchange market, inter-bank market or interest rates or money market,
in Singapore or any other jurisdiction), political, industrial, economic, legal or monetary
conditions, taxation or exchange controls or a combination of any such changes or
development or crisis or deterioration thereof;
(f)
(g)
any regional or local outbreak of disease that may have an adverse effect on the financial
markets;
(h)
(i)
the issue by the SGX-ST of a notice of refusal to admit the Company to the Catalist; or
(j)
which event or events shall in the opinion of the Sponsor (i) result or be likely to result in a material
adverse fluctuation or adverse conditions in the stock market in Singapore or elsewhere; or (ii) be
likely to prejudice the success of the offer, subscription or sale of the New Shares (whether in the
primary market or in respect of dealings in the secondary market); or (iii) make it impossible,
impracticable or non-commercial to proceed with any of the transactions contemplated in the
Sponsorship and Management Agreement; or (iv) be likely to have a material adverse effect on the
business, trading position, operations or prospects of the Company or of the Group as a whole;
or (v) be such that no reasonable underwriter would have entered into the Underwriting and
Placement Agreement; or (vi) results or be likely to result in the issue by the SGX-ST of a notice
of refusal to admit the Company to the Catalist at any point prior to the listing of all the issued
Shares and the New Shares; or (vii) make it non-commercial or otherwise contrary to or outside
the usual commercial practices of underwriting in Singapore for the Underwriter to observe or
perform or be obliged to observe or perform the terms of the Underwriting and Placement
Agreement, the Issue Manager may at any time prior to the Listing Date by notice in writing to the
Company rescind or terminate this Agreement.
UNDERWRITING AND PLACEMENT AGREEMENT
Pursuant to an underwriting and placement agreement dated [] June 2015 (the Underwriting
and Placement Agreement) entered into between our Company and Hong Leong Finance as the
underwriter and placement agent (the Underwriter and Placement Agent), our Company has
appointed the Underwriter and Placement Agent to underwrite our Invitation of the Offer Shares
for a commission of 3.5% of the Issue Price for each Offer Share, payable by our Company
pursuant to the Invitation. The Underwriter and Placement Agent may, at its absolute discretion,
appoint one or more sub-underwriters for the Offer Shares.
51
52
DIVIDEND POLICY
Our Company has not declared dividends since its incorporation, except for FY2013 and FY2014.
The aggregate amount of FY2013 dividends declared in FY2013 and paid in FY2014 was
S$2,175,000, and the aggregate amount of FY2014 dividends declared and paid in FY2015 was
S$1,482,400. The dividends per share declared and paid in FY2012, FY2013 and FY2014 of the
Company was S$Nil, (based on the number of share of 200, as at 31 December 2012), S$10,875
(based on the number of share of 200, as at 31 December 2013) and S$0.01, (based on the
number of share of 174,400,000 as at 31 December 2014), respectively. Please refer to the
Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this
Offer Document for more details on the financial effects of the FY2014 dividends declared and
paid in FY2015.
The subsidiaries of the Company have declared and paid dividends. The aggregate amount of
dividends declared and paid in FY2012, FY2013 and FY2014 was S$700,000, S$1,726,523 and
S$7,140,042 respectively.
Our Board of Directors may declare annual dividends, subject to the approval of our Shareholders,
in an annual general meeting, but the amount of such dividend shall not exceed the amount
recommended by our Directors. Our Directors may, without the approval of our Shareholders, also
declare an interim dividend. Although the ability of our Company to pay future dividends to
Shareholders is subject to various factors including but not limited to the financial performance,
cash flow requirements, availability of distributable reserves and tax credits, future operating
conditions as well as future expansion, capital expenditure and investment plans of our Group, we
target to pay dividends of up to 90.0% (including scrip dividends, should a scrip dividend scheme
be implemented) of our net profit after tax to our Shareholders for each financial year.
The actual dividends that our Board of Directors may recommend or declare in respect of any
particular financial year or period will be subject to restrictions under applicable laws and
regulations. Under Section 403 of the Companies Act and our Articles, dividends are payable out
of profits only.
All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on
each Shareholders Shares, unless the rights attaching to an issue of any Share provides
otherwise. Notwithstanding the foregoing, the payment by our Company to CDP of any dividend
payable to a Shareholder whose name is entered in the Depository Register shall, to the extent
of payment made to CDP, discharge our Company from any liability to that Shareholder in respect
of that payment.
The Board of Directors may recommend a lower dividend payment, if after considering the
following matters and any other relevant matters they deem it prudent to do so:
(a)
our Groups financial position, results of operations, cash flow and commitments;
(b)
our Groups expected working capital requirements to support our Groups future growth;
(c)
(d)
the general economic conditions and such other external factors that our Group believes to
have an impact on the business operations of our Group.
53
DIVIDEND POLICY
Subject to the above, it is our Directors intention that notwithstanding that we do not have a formal
dividend policy, we target to distribute up to 90.0% of our net profit after tax to our Shareholders
for the financial year ending 31 December 2015, as we wish to reward our Shareholders for
participating in our Groups growth (the Proposed FY2015 Dividend). Investors should,
however, note that all the foregoing statements, including the statement on the Proposed FY2015
Dividend, are merely statements of our present intention and shall not constitute legally binding
statements in respect of our future dividends which may be subject to modification (including
reduction or non-declaration thereof) in our Directors sole and absolute discretion. Investors
should not treat the Proposed FY2015 Dividend or the dividends declared and paid by us as an
indication of our Groups future dividend policy. No inference should be or can be made from any
of the foregoing statements as to our actual future profitability or ability to pay dividends. There
can be no assurance that dividends will be paid in the future or of the amount or timing of any
dividends that will be paid in the future.
54
SHARE CAPITAL
Our Company (company registration number 201100687M) was incorporated in Singapore on 6
January 2011 under the Companies Act as a private limited company under the name Singapore
Medicine Specialist Pte Ltd. On 26 August 2011, our Company was renamed Singapore O&G
Pte. Ltd.. Subsequently, on [] May 2015, our Company was converted into a public company and
changed its name to Singapore O&G Ltd..
As at the date of incorporation, our issued and paid-up capital was S$10.00 comprising 100
Shares allotted and issued to Dr. Lee Keen Whye. On 18 October 2011, our Company allotted and
issued another 100 Shares to Dr. Heng Tung Lan at the aggregate issue price of S$10.00.
Pursuant to the completion of the Restructuring Exercise, our issued and paid-up share capital
was increased to S$4,256,858.11, comprising 174,000,000 ordinary shares. Please refer to the
section titled Restructuring Exercise of this Offer Document.
On 6 December 2014, our Company allotted and issued another 400,000 Shares to Dr. Natalie
Chua at the aggregate issue price of S$[] pursuant to the terms of her service agreement.
Following this, our Companys issued and paid-up share capital increased to S$4,356,858.11,
comprising 174,400,000 ordinary shares.
Pursuant to the resolutions passed by our Shareholders at an EGM held on [] May 2015, our
Shareholders approved, inter alia, the following:
(a)
the conversion of our Company into a public limited company and the consequential change
of our name to Singapore O&G Ltd.;
(b)
the listing and quotation of all the issued Shares (including the New Shares to be allotted and
issued as part of the Invitation), the Option Shares and the Award Shares to be issued (if any)
on Catalist to be approved;
(c)
(d)
the issue of the New Shares pursuant to the Invitation, which when allotted, issued and fully
paid-up, will rank pari passu in all respects with the existing issued and fully paid-up Shares;
(e)
the authorisation for our Directors, pursuant to Section 161 of the Companies Act and the
Listing Manual to (i) issue Shares whether by way of rights, bonus or otherwise; (ii) make or
grant offers, agreements or options (collectively, Instruments) that might or would require
Shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into Shares, at any
time and upon such terms and conditions and for such purposes and to such persons as our
Directors may in their absolute discretion deem fit; and (iii) (notwithstanding the authority
conferred by this resolution may have ceased to be in force) issue Shares in pursuance of
any Instruments made or granted by our Directors while this resolution was in force, provided
that:
(i)
55
SHARE CAPITAL
basis to existing Shareholders shall not exceed 50.0% of the total number of issued
Shares (excluding treasury shares) in the capital of our Company (as calculated in
accordance with subparagraph (2) below);
(ii)
(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of Shares (including Shares to be issued pursuant
to the Instruments) that may be issued under sub-paragraph (1) above, the percentage
of Shares that may be issued shall be based on the total number of issued Shares of
our Company (excluding treasury shares) immediately after the Invitation, after
adjusting for (a) new Shares arising from the conversion or exercise of the Instruments
or any convertible securities; and (b) any subsequent bonus issue, consolidation or
sub-division of Shares;
(iii) in exercising such authority, our Company shall comply with the provisions of the Listing
Manual for the time being in force (unless such compliance has been waived by the
SGX-ST) and the Articles of Association for the time being of our Company; and
(iv) unless revoked or varied by our Company in a general meeting, such authority shall
continue in force until (i) the conclusion of the next annual general meeting of our
Company; or (ii) the date by which the next annual general meeting of our Company is
required by law to be held, whichever is the earlier; and
(f)
the adoption of the SOG ESOS and SOG PSP, details of which are set out in the sections
titled SOG ESOS, SOG PSP, Appendix F Rules of the SOG ESOS and Appendix G
Rules of the SOG PSP of this Offer Document.
As at the Latest Practicable Date, our Company has only one (1) class of shares, being ordinary
shares. The rights and privileges of our Shares are stated in the Articles of our Company, a
summary of which is set out in the section titled Appendix D Summary of Selected Articles of
Association of our Company. There are no founder, management or deferred shares.
Except pursuant to the SOG ESOS and SOG PSP, no person has been, or is entitled to be, given
an option to subscribe for any shares in or debentures of our Company or any of our subsidiaries.
As at the Latest Practicable Date, no options have been issued pursuant to the SOG ESOS and
no share awards have been granted pursuant to the SOG PSP. As at the Latest Practicable Date,
the Shares held by our Controlling Shareholders and the New Shares to be allotted and issued
were not subject to any pledge, mortgage or any other form of encumbrance. There are no Shares
that are held by or on behalf of our Company or by our subsidiaries.
As at the date of this Offer Document, the issued and paid-up share capital of our Company is
S$4,356,858.11 divided into 174,400,000 Shares. Upon the issue and allotment of the New
Shares, the resultant issued and paid-up share capital of our Company will be increased to
approximately S$[] comprising 218,000,000 Shares.
56
SHARE CAPITAL
More than 10% of our share capital has been paid for with assets other than cash within the period
of three (3) years before the date of this Offer Document. Details of the changes to the issued and
paid-up share capital of our Company since the date of incorporation, and our issued and paid-up
share capital immediately after the Invitation are as follows:
Number of
Shares
Issued and
Paid-up Share
Capital
(S$)
Resultant Issued
and Paid-up
Share Capital
(S$)
100
10
10
100
10
20
173,999,800
4,256,838.11
4,256,858.11
400,000
100,000
4,356,858.11
174,400,000
4,356,858.11
174,400,000
4,356,858.11
[]
[]
[] (1)
[]
[]
[] (1)
Note:
(1)
This takes into account set-off of the estimated issue expenses of approximately S$[] against our share capital,
which excludes the remaining issue expenses of approximately S$[], which will be charged directly to the income
statement of our Group.
The shareholders equity of our Company as at the date of incorporation and the issue of the New
Shares, is set out below. This should be read in conjunction with the section titled Audited
Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the Financial
Years ended 31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document.
As at the date of
incorporation
(S$)
Immediately after
the Invitation
(S$)
10
[]
[]
Shareholders Equity
57
SHARE CAPITAL
Save as disclosed above and below in this section, there are no changes in the issued and paid-up
share capital of our Company and our subsidiaries within the last three (3) years preceding the
Latest Practicable Date.
Date of issue
Number of
Issue Price/
Shares issued Consideration
(S$)
Purpose of issue
Resultant issued
share capital
(S$)
Our Company
11 February 2014
58,487,752
0.02/
1,169,755.04
1,169,775.04
11 February 2014
3,212,908
0.02/
64,258.16
1,234,033.20
11 February 2014
1,957,500
0.02/
39,150.00
1,273,183.20
11 February 2014
3,052,262
0.02/
61,045.24
1,334,228.44
11 February 2014
71,344,711
0.02/
1,426,894.22
2,761,122.66
11 February 2014
3,926,887
0.02/
78,537.74
2,839,660.40
11 February 2014
2,392,500
0.02/
47,850.00
2,887,510.40
11 February 2014
3,730,543
0.02/
74,610.86
2,962,121.26
11 February 2014
17,473,684
0.05/
873,684.20
3,835,805.46
58
SHARE CAPITAL
Date of issue
Number of
Issue Price/
Shares issued Consideration
(S$)
Purpose of issue
Resultant issued
share capital
(S$)
11 February 2014
8,421,053
0.05/
421,052.65
4,256,858.11
6 December 2014
400,000
0.25/
100,000.00
Shares issued to
Dr. Natalie Chua pursuant
to her incentive profit
sharing scheme and
shares-in-lieu scheme
4,356,858.11
1,000
1.00
Issued on incorporation
1,000
1,000
1.00
Issued on incorporation
1,000
Subsidiaries
SOG-Radhika Breast
& General Surgicare
Pte. Ltd.
22 September 2014
SOG-Cindy Pang
Clinic for Women
Pte. Ltd.
20 October 2014
ST Surgery
Pte. Ltd.
[] 2015(1)
Note:
(1)
As at the date hereof, ST Surgery is undergoing a members voluntary winding-up. ST Surgery is a company
incorporated for the administration of hospital receipts for work done by Dr. Beh Suan Tiong at private hospitals only.
As such, it is not associated with and did not operate any medical clinics. Since the Groups acquisition of ST
Surgery on 11 February 2014 it has not been a significant revenue generator or profit contributor. ST Surgerys
business had been amalgamated into Behs Clinic for Women with effect from June 2014. ST Surgery is expected
to be dissolved in May 2015.
59
SHAREHOLDERS
The Directors and Shareholders of our Company and their respective shareholdings in the
Company immediately before and after the Invitation are set out below:
Before the Invitation
Direct Interest
Number of
%
Shares
Deemed Interest
Number of
%
Shares
Direct Interest
Number of
%
Shares
Deemed Interest
Number of
%
Shares
41,953,428
[]
3,052,262
[]
41,953,428
[]
3,052,262
[]
70,176,807
[]
70,176,807
[]
23,954,226
[]
216,000
[]
23,954,226
[]
216,000
[]
Mr. Christopher
Chong Meng
Tak(1)
Mr. Chooi
Yee-Choong (1)
Dr. Ng Koon
Keng
7,219,795
[]
7,219,795
[]
3,780,943
[]
3,780,943
[]
74,400
[]
74,400
[]
18,392,139
[]
18,392,139
[]
4,350,000
[]
4,350,000
[]
3,052,262
[]
41,953,428
[]
3,052,262
[]
41,953,428
[]
216,000
[]
23,954,226
[]
216,000
[]
23,954,226
[]
Mr. Lai
Kangwei (5)
30,000
[]
30,000
[]
500,000
[]
500,000
[]
700,000(7)
[]
700,000
[]
43,600,000(9)
[]
174,400,000
[]
218,000,000
[]
Directors
Executive Officers
Substantial Shareholders
Dr. Choo Wan
Ling
Others
The
Beneficiaries(6)
Public(1)(8)
Total
Notes:
(1)
Our Independent Directors, Mr. Christopher Chong Meng Tak, Mr. Chan Heng Toong and Mr. Chooi Yee-Chong
intend to subscribe for 100,000, 100,000 and 300,000 Placement Shares respectively (representing approximately
60
SHAREHOLDERS
0.05%, 0.05% and 0.14% of our Companys post-Invitation share capital respectively) at the Issue Price. In the event
that they subscribe for any Placement Shares, they may dispose of or transfer any or all of their Shares after the
admission of our Company to Catalist.
(2)
Ms. Heng Tong Bwee is the sister of Dr. Heng Tung Lan. She is also one of the Beneficiaries.
(3)
Dr. Wong Chui Fong Anna is the wife of Dr. Lee Keen Whye.
(4)
Ms. Heng Siok Hong Veronica is the wife of Dr. Beh Suan Tiong. She is also one of the Beneficiaries.
(5)
Mr. Lai Kangwei is the nephew of Dr. Heng Tung Lan. He is also one of the Beneficiaries.
(6)
The Beneficiaries are people to whom Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr. Beh Suan Tiong and Dr. Choo
Wan Ling have gifted Shares on 7 May 2015. Save for Ms. Heng Tong Bwee, Ms. Heng Siok Hong Veronica and Mr.
Lai Kangwei, none of the Beneficiaries are related to the Directors, Executive Officers and Substantial Shareholders.
(7)
This figure excludes Shares given to Dr. Beh Suan Tiong, Dr. Choo Wan Ling, Dr. Natalie Chua, Dr. Ng Koon Keng,
Ms. Heng Tong Bwee, Mr. Eric Choo, Ms. Heng Siok Hong Veronica, and Mr. Lai Kangwei.
(8)
Some of the Associates of our Directors, CEO and Substantial Shareholders intend to subscribe for up to, in
aggregate, 1,600,000 Placement Shares (representing approximately 0.73% of our Companys post-Invitation share
capital) at the Issue Price. In the event that they subscribe for any Placement Shares, they may dispose of or
transfer any or all of their Shares after the admission of our Company to Catalist.
(9)
Pursuant to Notes (1) and (8) above, assuming that our Independent Directors and the Associates of our Directors,
CEO and Substantial Shareholders subscribe for all of the Placement Shares mentioned therein (representing
approximately 0.96% of our Companys post-Invitation share capital), the number of New Shares available for the
Invitation will be reduced by approximately 4.82% to 41,500,000 Shares. Subject to the Invitation and the
Placement, we will make an announcement pursuant to Rule 428 of the Listing Manual at the close of the Application
List.
The Shares held by our Directors and Substantial Shareholders do not carry different voting rights
from the New Shares which are the subject of the Invitation.
CONTROL OF OUR COMPANY
Our Company is currently controlled (as such term is defined in the Listing Manual) by Dr. Lee
Keen Whye and Dr. Heng Tung Lan who hold directly and are deemed interested in approximately
[]% and []% of the total number of our issued Shares, respectively, immediately prior to the
Invitation and []% and []% of the total number of our issued Shares, respectively, immediately
after the completion of the Invitation.
Save as disclosed above, to the best of the knowledge of our Directors, our Company is not
directly or indirectly owned or controlled, whether severally or jointly, by any other corporation, any
government or other natural or legal person. Our Directors are not aware of any arrangement the
operation of which may, at a subsequent date, result in a change in control of our Company.
There has not been any public take-over offer by a third party in respect of our Shares or by our
Company in respect of the shares of another corporation which has occurred since the
incorporation of our Company to the Latest Practicable Date.
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed above and in the sections entitled Share Capital, Dilution and Restructuring
Exercise of this Offer Document, there have been no significant changes in the percentage
ownership of our Company held by our Directors and Substantial Shareholders from its
incorporation until the Latest Practicable Date.
61
SHAREHOLDERS
MORATORIUM
Our Executive Directors, and Controlling Shareholders and their Associates (Excluding Dr.
Beh Suan Tiong)
Each of Dr. Lee Keen Whye, Dr. Heng Tung Lan, and Dr. Wong Chui Fong Anna (Dr. Lee Keen
Whyes spouse) who directly hold 41,953,428, 70,176,807 and 3,052,262 Shares respectively
(representing []%, []% and []% of our Companys post-Invitation share capital respectively),
has undertaken not to:
(i)
directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant any
option or right to purchase, grant any security over, encumber or otherwise dispose of, any
part of his or her shareholdings in the share capital of our Company immediately after the
Invitation (adjusted for any bonus issue or sub-division of Shares) for a period of six (6)
months commencing from the date of admission of our Company to Catalist; and
(ii)
for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract to
sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any security
over, encumber or otherwise dispose of, more than 50% of his or her original shareholdings
(adjusted for any bonus issue or sub-division of Shares) in our Company.
(ii)
directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant
any option or right to purchase, grant any security over, encumber or otherwise dispose
of, any part of those 17,473,684 Shares immediately after the Invitation (adjusted for
any bonus issue or sub-division of Shares) for a period of six (6) months commencing
from the date of admission of our Company to Catalist; and
(b)
for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract
to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
security over, encumber or otherwise dispose of, more than 50% of those 17,473,684
Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and
in relation to his 6,480,542 Shares (representing []% of our Companys post-Invitation share
capital) which he had received from Dr. Lee Keen Whye and Dr. Heng Tung Lan on [] May
2015, not to directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge,
grant any option or right to purchase, grant any security over, encumber or otherwise dispose
of those 6,480,542 Shares immediately after the Invitation (adjusted for any bonus issue or
sub-division of Shares) for a period of twelve (12) months commencing from the date of
admission of our Company to Catalist.
62
SHAREHOLDERS
Dr. Ng Koon Keng
Dr. Ng Koon Keng, who holds 7,219,795 Shares (representing []% of our Companys postInvitation share capital) has undertaken, in relation to his 80,000 Shares (representing []% of our
Companys post-Invitation share capital) which he had received from Dr. Lee Keen Whye, Dr.
Heng Tung Lan, Dr. Beh Suan Tiong and Dr. Choo Wan Ling on [] May 2015 not to directly or
indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant any option or right to
purchase, grant any security over, encumber or otherwise dispose of those 80,000 Shares
immediately after the Invitation (adjusted for any bonus issue or sub-division of Shares) for a
period of twelve (12) months commencing from the date of admission of our Company to Catalist.
Dr. Natalie Chua
Dr. Natalie Chua, who holds 500,000 Shares (representing []% of our Companys post-Invitation
share capital) has undertaken not to directly or indirectly, offer, sell, contract to sell, realise,
transfer, assign, pledge, grant any option or right to purchase, grant any security over, encumber
or otherwise dispose of those 500,000 Shares immediately after the Invitation (adjusted for any
bonus issue or sub-division of Shares) for a period of twelve (12) months commencing from the
date of admission of our Company to Catalist.
Dr. Choo Wan Ling
Dr. Choo Wan Ling, who holds 18,392,139 Shares (representing []% of our Companys
post-Invitation share capital) has undertaken:
(i)
(ii)
directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant
any option or right to purchase, grant any security over, encumber or otherwise dispose
of, any part of those 8,421,053 Shares immediately after the Invitation (adjusted for any
bonus issue or sub-division of Shares) for a period of six (6) months commencing from
the date of admission of our Company to Catalist; and
(b)
for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract
to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
security over, encumber or otherwise dispose of, more than 50% of those 8,421,053
Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and
63
SHAREHOLDERS
Ms. Heng Tong Bwee
Ms. Heng Tong Bwee, who holds 3,780,943 Shares (representing []% of our Companys
post-Invitation share capital) has undertaken:
(i)
(ii)
directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant
any option or right to purchase, grant any security over, encumber or otherwise dispose
of, any part of those 3,730,543 Shares immediately after the Invitation (adjusted for any
bonus issue or sub-division of Shares) for a period of six (6) months commencing from
the date of admission of our Company to Catalist; and
(b)
for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract
to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
security over, encumber or otherwise dispose of, more than 50% of those 3,730,543
Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and
in relation to her 50,400 Shares (representing []% of our Companys post-Invitation share
capital) which she had received from Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr. Beh Suan
Tiong and Dr. Choo Wan Ling on [] May 2015 not to directly or indirectly, offer, sell, contract
to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
security over, encumber or otherwise dispose of those 50,400 Shares immediately after the
Invitation (adjusted for any bonus issue or sub-division of Shares) for a period of twelve (12)
months commencing from the date of admission of our Company to Catalist.
The Beneficiaries
The Beneficiaries (excluding Dr. Beh Suan Tiong, Dr. Ng Koon Keng, Dr. Natalie Chua, Dr. Choo
Wan Ling and Ms. Heng Tong Bwee), who collectively hold 1,020,400 Shares (representing []%
of our Companys post-Invitation share capital) have undertaken not to directly or indirectly, offer,
sell, contract to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant
any security over, encumber or otherwise dispose of those 1,020,400 Shares immediately after
the Invitation (adjusted for any bonus issue or sub-division of Shares) for a period of twelve (12)
months commencing from the date of admission of our Company to Catalist.
64
INVITATION STATISTICS
[]
before adjusting for the estimated net proceeds from the issue of the
New Shares and based on the pre-Invitation share capital of
174,400,000 Shares; and
[]
(ii)
after adjusting for the estimated net proceeds from the issue of the
New Shares and based on the post-Invitation share capital of
218,000,000 Shares.
[]
before adjusting for the estimated net proceeds from the issue of the
New Shares and based on the pre-Invitation share capital of
174,400,000 Shares; and
[]%
(ii)
after adjusting for the estimated net proceeds from the issue of the
New Shares and based on the post-Invitation share capital of
218,000,000 Shares.
[]%
Dividends (cents)
Historical DPS based on the audited combined financial information of our
Group for FY2014 and the pre-Invitation share capital of 174,400,000
Shares.
1.25
1.83
Dividend Yield
Historical dividend yield based on the audited combined financial
information of our Group for FY2014 and the pre-Invitation share capital of
174,400,000 Shares.
5.0%
7.3%
65
INVITATION STATISTICS
EPS (cents)
Historical EPS based on the audited combined financial information of our
Group for FY2014 and the pre-Invitation share capital of 174,400,000
Shares.
2.44
[]
[]
Historical PER based on the historical EPS of our Group for FY2014 and the
pre-Invitation share capital of 174,400,000 Shares, assuming that the
service agreements have been in place from the beginning of FY2014.
[]
2.82
Historical net operating cash flow per Share based on the audited combined
financial information of our Group for FY2014 and the pre-Invitation share
capital of 174,400,000 Shares, assuming that the service agreements have
been in place from the beginning of FY2014.
3.01
[]
Ratio of Issue Price to historical net operating cash flow per Share for
FY2014 based on the pre-Invitation share capital of 174,400,000 Shares,
assuming that the service agreements have been in place from the
beginning of FY2014.
[]
Market Capitalisation
Market capitalisation based on the Issue Price and our post-Invitation share
capital of 218,000,000 Shares.
S$[]
Note:
(1)
Net operating cash flow is defined as net profit attributable to equity holders of our Company with depreciation and
amortisation charges added back.
66
DILUTION
Dilution is the amount by which the Issue Price to be paid by the new investors for the New Shares
(New Investors) exceeds our NTA per Share immediately after the Invitation.
Our NTA per Share as at 31 December 2014 before adjusting for the estimated net proceeds from
the Invitation and based on the pre-Invitation share capital of 174,400,000 Shares, was 6.32
cents.
Based on the issue of 43,600,000 New Shares at the Issue Price pursuant to the Invitation, our
NTA per Share after adjusting for the estimated net proceeds from the Invitation and based on the
post-Invitation share capital of 218,000,000 Shares, would be [] cents. This represents an
immediate increase in NTA per Share of [] cents to our existing Shareholders and an immediate
dilution in NTA per Share of approximately [] cents to our New Investors.
The following illustrates such dilution on a per Share basis as at 31 December 2014:
Cents
Issue Price per Share
[]
6.32
[]
[]
[]
The following table summarises the total number of Shares acquired by our Directors and
Substantial Shareholders and their Associates during the period of three (3) years prior to the date
of lodgement of this Offer Document, the total consideration paid by them for such acquisition and
the effective cash cost per Share to them, and by our new public investors pursuant to the
Invitation.
Number of Shares
acquired
Total
consideration
(S$)
Effective
cash cost
per Share
(S$)
66,710,422(1)
1,334,208
0.02
81,394,641 (2)
1,627,893
0.02
873,684
0.05 (4)
Directors
23,954,226
(3)
3,052,262 (6)
(8)
Substantial
Shareholders and Associates
Dr. Wong Chui Fong Anna (5)
Ms. Heng Tong Bwee
(7)
3,780,943
(9)
216,000
67
(10)
DILUTION
Notes:
(1)
This figure includes Shares given by Dr. Lee Keen Whye to the Beneficiaries.
(2)
This figure includes Shares given by Dr. Heng Tung Lan to the Beneficiaries.
(3)
This figure includes the 6,480,542 Shares given by Dr. Lee Keen Whye and Dr. Heng Tung Lan to him, and for which
he did not pay any consideration.
(4)
This figure is calculated based on the number of Dr. Beh Suan Tiongs Shares, excluding the 6,480,542 Shares given
by Dr. Lee Keen Whye and Dr. Heng Tung Lan to him, and for which he did not pay any consideration.
(5)
Dr. Wong Chui Fong Anna is the wife of Dr. Lee Keen Whye.
(6)
This figure includes the 3,052,262 Shares which Dr. Lee Keen Whye had renounced in her favour as a gift.
(7)
Ms. Heng Tong Bwee is the sister of Dr. Heng Tung Lan.
(8)
This figure includes the 3,730,543 Shares which Dr. Heng Tung Lan had renounced in her favour as a gift, and the
50,400 Shares given by Dr. Lee Keen Whye and Dr. Heng Tung Lan to her, and for which she did not pay any
consideration.
(9)
Ms. Heng Siok Hong Veronica is the wife of Dr. Beh Suan Tiong.
(10)
This figure includes the 216,000 Shares given by Dr. Beh Suan Tiong to her, and for which she did not pay any
consideration.
68
RESTRUCTURING EXERCISE
The Company was incorporated in Singapore on 6 January 2011 with an initial issued and paid-up
share capital of S$10.00 comprising 100 Shares allotted and issued to Dr. Lee Keen Whye. On 18
October 2011, the Company allotted and issued another 100 Shares to Dr. Heng Tung Lan at the
aggregate issue price of S$10.00.
Prior to the lodgement of this Offer Document, our Group undertook the Restructuring Exercise
and completed the transactions described below in connection with the Invitation.
(a)
No. of Shares
acquired from
Dr. Lee Keen
Whye
Consideration
paid to Dr. Lee
Keen Whye
No. of Shares
acquired from
Dr. Heng Tung
Lan
Consideration
paid to Dr. Heng
Tung Lan
3,212,908
S$209,660
3,926,887
S$247,340
1,957,500
S$391,600
2,392,500
S$478,400
3,052,262
Not applicable as
the Shares were
renounced
by
Dr.
Lee
Keen
Whye in favour of
Dr. Wong Chui
Fong Anna as a
gift
3,730,543
Not applicable as
the Shares were
renounced
by
Dr. Heng Tung Lan
in favour of Ms.
Heng Tong Bwee
as a gift
69
RESTRUCTURING EXERCISE
Upon renunciation of 8,222,670 Shares and 10,049,930 Shares by Dr. Lee Keen Whye and
Dr. Heng Tung Lan, the Company allotted and issued the remaining 58,487,752 Shares and
71,344,711 Shares to Dr. Lee Keen Whye and Dr. Heng Tung Lan respectively on 11
February 2014.
The Lee and Heng Acquisition was not conducted on an arms length basis but on a
willing-buyer willing-seller basis, and the Shares allotted and issued by our Company as
consideration for the acquisition of K W Lee Clinic and Heng Clinic for Women was on a net
tangible asset value basis.
(b)
(c)
RESTRUCTURING EXERCISE
Notwithstanding that the Choo Acquisition was completed on 11 February 2014, it was
agreed that save for dividends declared and paid, the Company shall be entitled to all
beneficial title, rights, interests, income, properties, revenue, profits, proceeds, gains,
bonuses, distributions and/or benefits of whatsoever nature, accrued, accruing or which shall
accrue upon and in respect of the shares of Choo Wan Ling Womens Clinic, with effect from
1 January 2014.
Following the aforementioned Restructuring Exercise, our Company owns the entire issued and
paid-up share capital of K W Lee Clinic, Heng Clinic for Women, Behs Clinic for Women, ST
Surgery and Choo Wan Ling Womens Clinic.
71
GROUP STRUCTURE
Our Group structure as at the date of this Offer Document is as follows:
The
Company
Behs
Clinic for
Women
Pte. Ltd.
100%
100%
100%
Choo Wan
Ling
Womens
Clinic
Pte. Ltd.
Heng
Clinic for
Women
Pte. Ltd.
100%
K W Lee
Clinic &
Surgery
for
Women
Pte. Ltd.
100%
SOGRadhika
Breast &
General
Surgicare
Pte. Ltd.
100%
SOGCindy
Pang
Clinic for
Women
Pte. Ltd.
100%
ST
Surgery
Pte. Ltd
The details of each subsidiary of our Company as at the date of this Offer Document are as
follows:
Effective
Equity
Held by
our Group
Issued
and paid
up Capital
O&G related
services
100%
S$30,000
Gleneagles
Medical Centre
O&G related
services
100%
S$10,000
9 March 2005/
Singapore
Parkway East
Medical Centre
O&G related
services
100%
S$100
25 October 2011/
Singapore
Gleneagles
Medical Centre
O&G related
services
100%
S$2
SOG-Radhika
Breast & General
Surgicare
Pte. Ltd.
22 September
2014/Singapore
Gleneagles
Medical Centre
Specialised
medical
services
100%
S$1,000
SOG-Cindy Pang
Clinic for Women
Pte. Ltd.
20 October
2014/Singapore
Mount Elizabeth
Novena Specialist
Centre
Specialised
medical
services
100%
S$1,000
20 July 2006/
Singapore
69 Thomson Ridge,
Thomson Ridge
Estate, Singapore
574651
Administrative
services
100%
S$2
Date/
Country of
Incorporation
Principal Place of
Business
Principal
Activities
1 October 2003/
Singapore
Thomson Medical
Centre
27 December
2010/Singapore
Subsidiaries
ST Surgery
Pte. Ltd.(1)
Note:
(1)
As at the date hereof, ST Surgery is undergoing a members voluntary winding-up. ST Surgery is a company
incorporated for the administration of hospital receipts for work done by Dr. Beh Suan Tiong at private hospitals only.
As such, it is not associated with and did not operate any medical clinics. Since the Groups acquisition of ST
Surgery on 11 February 2014 it has not been a significant revenue generator or profit contributor. ST Surgerys
business had been amalgamated into Behs Clinic for Women with effect from June 2014. ST Surgery is expected
to be dissolved in May 2015.
72
FY2012
FY2013
FY2014
8,116,481
8,641,700
13,546,906
144,365
66,545
145,563
(1,252,221)
(1,211,801)
(1,510,199)
(2,663,830)
(2,763,173)
(4,835,122)
(80,133)
(126,329)
(187,934)
(838,843)
(887,479)
(2,119,003)
3,425,819
3,719,463
5,040,211
Finance income
1,443
2,381
154
Finance expenses
(907)
(1,512)
(999)
536
869
(845)
3,426,355
3,720,332
5,039,366
(425,730)
(600,177)
(791,316)
3,000,625
3,120,155
4,248,050
Revenue
Other operating income
73
Audited
As at
31 December
2013
Audited
As at
31 December
2014
Unaudited
Pro Forma
As at
31 December
2014 (1)
5,545,128
8,019,896
13,412,458
11,930,058
4,579,884
6,409,181
11,276,114
9,793,714
Inventories
162,205
219,013
204,860
204,860
803,039
1,391,702
1,931,484
1,931,484
307,214
406,550
1,443,678
1,443,678
842,295
842,295
307,214
406,550
601,383
601,383
5,852,342
8,426,446
14,856,136
13,373,736
909,674
1,657,752
2,987,381
2,987,381
448,118
777,781
1,749,551
1,749,551
Deferred revenue
9,969
308,340
279,076
279,076
Finance leases
36,000
415,587
571,631
958,754
958,754
Non-Current Liabilities
74,855
7,249
12,696
12,696
20,855
7,249
12,696
12,696
Finance leases
54,000
Total Liabilities
984,529
1,665,001
3,000,077
3,000,077
4,867,813
6,761,445
11,856,059
10,373,659
20
20
4,212,615
4,212,615
Merger reserve
1,266,790
1,266,790
(1,695,311)
(1,695,311)
Capital reserve
1,771,070
1,771,070
3,601,003
5,494,635
7,567,685
6,085,285
(S$)
Goodwill
Plant and equipment
Total Assets
Equity
Share capital
Retained earnings
Note:
(1)
Please refer to the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this Offer Document. The
Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its Subsidiaries for the Financial
Year ended 31 December 2014 has been prepared for illustrative purposes only, and is based on certain
assumptions, and after making certain adjustments to show what the financial position and cash flow of the pro
forma Group for the financial year ended 31 December 2014 would have been if the final dividend of 35% of net
income amount of S$1,482,400 had been paid during the financial year ended 31 December 2014.
74
the general affluence of Singaporeans and their decision to use private doctors over public
doctors; and
75
Rental income relates to the sub-leasing of clinical premises to third parties and other entities that
do not form part of the Groups structure for FY2012 and FY2013.
In FY2012, FY2013 and FY2014, rental income accounted for about 89.4%, 58.6% and 20.0% of
other operating income respectively. Government grants accounted for about 3.5%, 37.8% and
66.6% of other operating income respectively. Other sundry income accounted for the rest.
Consumables and Medical Supplies Used
For FY2012, FY2013 and FY2014, the Groups consumables and medical supplies used
amounted to S$1.3 million, S$1.2 million and S$1.5 million respectively. Consumables and
medical supplies used comprise the following items:
A breakdown of the percentage contributions of each of the above items to Groups consumables
and medical supplies used for FY2012, FY2013 and FY2014 is set out as follows:
FY2012
FY2013
FY2014
S$000
S$000
S$000
0.3
0.5
66
4.3
692
55.2
955
78.8
812
53.8
417
33.3
183
15.1
418
27.7
140
11.2
68
5.6
214
14.2
The changes in percentages in medical and supplements in FY2014 is primarily due to the
success of the Groups central procurement process and cost effectiveness program. The
remaining changes in FY2012, FY2013 and FY2014 are in tandem to the increase in revenue.
76
clinical staff (e.g. staff nurses, enrolled nurses and clinic assistants).
In FY2012, FY2013, and FY2014, staff costs and benefits amounted to S$2.7 million, S$2.8 million
and S$4.8 million respectively. The rise in the FY2014 dollar costs were primarily due to the
addition of two specialist medical practitioners to the Group. The Groups specialist medical
practitioners costs accounted for about 58.8%, 58.7% and 58.8% of total staff costs and benefits
for FY2012, FY2013 and FY2014, respectively.
In FY2012, FY2013 and FY2014, staff costs and benefits as a percentage of total expenses
(excluding consumables & medical supplies used and finance expenses) was 74.4%, 73.2% and
67.7% respectively.
Depreciation of Plant and Equipment
Depreciation of plant and equipment for FY2012, FY2013 and FY2014 amounted to S$80,000,
S$126,000 and S$188,000, respectively. The increase is mainly due to the completion of
renovation works at our medical clinic at 34 at Cassia Crescent and the acquisition of a new
ultrasound machine in early 2013.
Other Operating Expenses
Other operating expenses in FY2012, FY2013 and FY2014 amounted to S$0.8 million, S$0.9
million and S$2.1 million. The sharp rise in other operating expenses was due primarily to listing
expenses of S$0.8 million included in FY2014; and a rise in manpower, more marketing activities
and campaigns and the opening of a new clinic of S$0.4 million in FY2014. Other operating
expenses comprise:
administrative expenses (such as bank charges, credit cards and NETS charges, office
supplies, printing and stationery, professional fees, doctors medical professional insurance);
entertainment expenses;
general expenses (such repair and maintenance, cleaning and housekeeping, local travelling
expenses, utilities);
operating lease expenses (such as rental of clinic and office, storage rental); and
telecommunication expenses.
77
FY2013
FY2014
S$000
S$000
S$000
Administrative expenses
254
30.3
411
46.3
1,232
58.1
221
26.3
400
45.1
560
26.4
General expenses
32
3.8
0.6
0.3
Others
332
39.6
71
8.0
322
15.2
78
the acquisition of Behs Clinic for Women, ST Surgery and Choo Wan Ling Womens Clinic.
Consolidation of these entities/clinics into the Group, accounted for S$4.8 million in revenue
growth for FY2014; and
recruitment of two new specialist medical practitioners Dr. Radhika Lakshmanan and Dr.
Cindy Pang towards late FY2014. Their combined revenue to the Group amounted to S$0.1
million in FY2014.
79
staff costs and benefits of S$1.6 million for the specialist medical practitioners and clinical
staff of Behs Clinic for Women, Choo Wan Ling Womens Clinic, SOG-Radhika Breast &
General Surgicare and SOG-Cindy Pang Clinic in FY2014;
increase in staff costs and benefits for SOGs managerial and administrative staff of S$0.3
million due to an increase in headcount and salary adjustments in FY2014; and
other operating expenses of S$0.7 million from Behs Clinic for Women, Choo Wan Ling
Womens Clinic, SOG-Radhika Breast & General Surgicare and SOG-Cindy Pang Clinic; and
The increase is offset by a reduction of S$0.2 million in other operating expenses from the existing
specialist medical practitioners. This reflects the Groups continuous effort to streamline
processes to achieve synergies and cost effectiveness.
80
Goodwill of S$0.8 million or 58.3% of the Groups total non-current assets, arising from the
acquisition of Behs Clinic for Women and Choo Wan Ling Womens clinic; and
Plant and equipment of S$0.6 million, or 41.7% of the Groups total non-current assets,
comprising office renovation of S$15,000, furniture and fittings of S$29,000, medical
equipment of S$338,000, renovation of S$202,000, and computers and office equipment of
S$16,000.
Current Assets
As at 31 December 2014, current assets of S$13.4 million accounted for 90.3% of the Groups
total assets. Current assets consist of the following:
Inventories of S$0.2 million or 1.5% of the Groups total current assets, comprising
medication;
Trade and other receivables of S$1.9 million or 14.4% of the Groups total current asset,
comprising mainly of doctors professional fees to be paid by the hospitals and insurance
companies, prepayments and deposits; and
Cash and cash equivalents of S$11.3 million or 84.1% of the Groups total current asset.
Current Liabilities
As at 31 December 2014, our current liabilities amounted to S$3.0 million, representing 99.6% of
the Groups total liabilities, and consist of the following:
Trade and other payables of S$1.7 million or 58.6% of the Groups total current liabilities;
81
Deferred revenue of S$0.3 million or 9.3% of the Groups total current liabilities, relating to
antenatal package fees collected upfront from patients for consultations that have yet to be
performed; and
Current tax liabilities of S$1.0 million or 32.1% of the Groups total current liabilities,
comprising income tax payables.
Non-Current Liabilities
As at December 2014, non-current liabilities comprise only deferred tax liabilities and amounted
to S$13,000 or 0.4% of the Groups total liabilities. Deferred tax liabilities arose from the timing
differences in tax payable.
Shareholders Equity
As at 31 December 2014, shareholders equity of S$11.9 million comprises issued and fully paid
share capital of S$4.2 million, capital reserve of S$1.8 million and retained earnings of S$7.6
million; this was offset by the merger reserve of S$1.7 million.
LIQUIDITY, INDEBTEDNESS AND CAPITAL RESOURCES
For the Period Under Review, our Group financed our growth and operations through combination
of funds generated from our operating activities and advances from Directors. The principal usage
of cash had been for working capital and acquisition of plant and equipment.
Based on the Audited Combined Financial Statements of Singapore O&G Ltd. and its
Subsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 as set out in
Appendix A of this Offer Document, our shareholders equity amounted to S$11.8 million and nil
indebtedness. The Group had fully settled all finance lease arrangement in FY2013 and there
were no other debt financing arrangement in prior years. Therefore, our gearing ratio (defined as
the sum of indebtedness divided by shareholders equity) was zero.
As at the 31 December 2014, we had an aggregate net cash surplus position of S$11.3 million.
As at the Latest Practicable Date, we had a net cash surplus of S$11.6 million. Please refer to the
section titled Capitalisation and Indebtedness of this Offer Document for more details of our
banking facilities.
Our Directors are of the reasonable opinion that, after taking into account the cash flows
generated from our operations, our banking facilities and our existing cash and cash equivalents,
the working capital available to us as at the date of lodgement of this Offer Document is sufficient
to meet the present obligations and for at least twelve (12) months after the initial public offering
of the Company on the official list of Catalist.
The Sponsor, Issue Manager, Underwriter and Placement Agent is of the reasonable opinion that,
after having made due and careful enquiry and after taking into the account the cash flows
generated from the Groups operations, the Groups banking facilities and the Groups existing
cash and cash equivalents, the working capital available to the Group as at the date of lodgement
of this Offer Document is sufficient to meet the present obligations and for at least twelve (12)
months after the initial public offering of the Company on the official list of Catalist.
82
>
FY2012
(S$)
Audited
FY2013
(S$)
FY2014
(S$)
2,146,424
3,381,715
4,922,473
(288,323)
(234,383)
2,132,348
89,093
(1,318,035)
(2,187,888)
1,947,194
1,829,297
4,866,933
2,632,690
4,579,884
6,409,181
4,579,884
6,409,181
11,276,114
FY2012
Net Cash Generated From Operating Activities
In FY2012, there was a net cash inflow of S$2.1 million from operating activities. This comprised
operating cash inflows before changes in working capital of S$3.5 million, net working capital
outflow of S$1.2 million and income tax paid of S$0.2 million. The decrease in working capital of
S$1.2 million is mainly due to the decrease in trade and other payables of S$1.5 million and the
decrease in trade and other receivables of S$0.3 million.
Net Cash Used In Investing Activities
Net cash used in investing activities amounted to S$288,000 which was attributed to the purchase
of an ultrasound machine and the renovation works to our medical clinics at Gleneagles Medical
Centre.
Net Cash Used In Financing Activities
Net cash used in financing activities amounted to S$89,000 which was attributed to the interest
payments on the finance lease.
FY2013
Net Cash Generated From Operating Activities
In FY2013, there was a net cash inflow of S$3.4 million from operating activities. This comprised
operating cash inflows before changes in working capital of S$3.9 million, net working capital
outflow of about S$17,000 and income tax paid of S$0.5 million. The decrease in working capital
of about S$17,000 is mainly due to the increase in trade and other receivables and trade and other
payables of S$0.6 million and S$0.6 million, respectively.
83
FY2013
(S$)
FY2014
(S$)
1 January 2015
to the Latest
Practicable Date
(S$)
Computers
6,127
11,757
27,880
2,375
22,076
22,292
2,193
1,400
Medical Equipment
132,995
87,548
266,548
171,832
Office Equipment
12,758
10,946
5,040
1,098
Renovation
115,810
170,522
72,830
Total Expenditures
289,766
303,065
374,491
176,705
Expenditures
84
FY2013
(S$)
FY2014
(S$)
1 January 2015
to the Latest
Practicable Date
(S$)
Computers
82,299
Medical Equipment
108,000
35,811
Office Equipment
25,150
Renovation
5,755
Total Divestments
108,000
149,015
Divestments
Commitments
As at the Latest Practicable Date, the Group was committed to making the following rental
payments in respect of non-cancellable operating leases of office and clinic premises with an
original term of more than one year:
S$
Not later than one year
735,216
Later than one year and not later than five years
497,334
Total
1,232,550
INFLATION
Our financial performance for the Period Under Review was not materially affected by inflation.
FOREIGN EXCHANGE MANAGEMENT
We operate solely in Singapore and have minimal exposure to foreign exchange risk.
SIGNIFICANT ACCOUNTING POLICY CHANGES
There are no significant changes in our accounting policies during the Period Under Review.
Please refer to the Summary of Significant Accounting Policies section of the Audited Combined
Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the Financial Years ended
31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document for the details
of our Groups accounting policies.
85
(ii)
11,612
20,812
Total indebtedness
12,939
23,159
12,939
23,159
Indebtedness
Current
Non-current
As at the Latest Practicable Date, we do not have any credit facilities or bank loans.
There were no material changes in our total capitalisation and indebtedness since 31 March 2015
to the Latest Practicable Date, save for the changes in our retained earnings arising from the
day-to-day operations in the ordinary course of business.
86
On 11 February 2014, as part of the restructuring of our Group, our Company acquired K W
Lee Clinic from Dr. Lee Keen Whye, and Heng Clinic for Women from Dr. Heng Tung Lan, and
the Company engaged them as O&G specialist medical practitioners of our Group.
(b)
On 11 February 2014, our Group acquired Behs Clinic for Women and ST Surgery from Dr.
Beh Suan Tiong and his wife, Ms. Heng Siok Hong Veronica and engaged Dr. Beh Suan
Tiong. Dr. Beh Suan Tiong is an experienced O&G specialist medical practitioner who is well
sought after for his minimally invasive surgery skills. Upon the acquisition of Behs Clinic for
Women and ST Surgery, Dr. Beh Suan Tiong joined the team of O&G specialist medical
practitioners of our Group.
(c)
On 11 February 2014, our Group acquired Choo Wan Ling Womens Clinic from Dr. Choo
Wan Ling and engaged Dr. Choo Wan Ling. Dr. Choo Wan Ling is a leading O&G specialist
medical practitioner who has made contributions to a number of O&G publications. She
moved to Gleneagles Medical Centre in 2011 and has since firmly established herself as a
reputable O&G specialist medical practitioner. Dr. Choo Wan Ling is now part of the team of
O&G specialist medical practitioners of our Group.
(d)
In line with our future plans to expand our business operations, our Company set up a new
branch of Heng Clinic for Women at Cassia Crescent in May 2013.
(e)
Dr. Natalie Chua was employed by our Group as an O&G specialist medical practitioner on
1 August 2013. Dr. Natalie Chua currently operates out of our medical clinics located in
Parkway East Medical Centre and Cassia Crescent.
87
On 7 August 2013, our Group entered into a surgical service agreement with FeM Surgery,
pursuant to which the Group has engaged FeM Surgery to provide surgical services to our
patients. FeM Surgery is a surgical group practice.
(g)
On 22 September 2014, our Group incorporated SOG-Radhika Breast & General Surgicare
and engaged Dr. Radhika Lakshmanan. Dr. Radhika Lakshmanan is a general surgeon with
a special interest in breast cancer. She practices out of our medical clinics located in
Gleneagles Medical Centre and Parkway East Medical Centre, and is a visiting consultant at
Khoo Teck Phuat Hospital and Raffles Medical Hospital.
(h)
On 20 October 2014, our Group incorporated SOG-Cindy Pang Clinic and engaged Dr. Cindy
Pang. Dr. Cindy Pang is an O&G specialist medical practitioner with a special interest in
gynae-oncology (the surgical treatment of cancers pertaining to the female reproductive
organs). She practices out of our medical clinic located in Mount Elizabeth Novena Specialist
Centre.
On [] May 2015, our Company was converted into a public company and changed its name to
Singapore O&G Ltd.
OUR BUSINESS
We are in the business of providing healthcare services to women, with a particular focus on the
female reproductive system, pregnancy care and delivery, and gynaecological and breast cancer.
As at the Latest Practicable Date, we have seven (7) physicians in our Group, comprising six (6)
O&G specialist medical practitioners and one (1) breast and general surgeon, and we operate
eight (8) clinics in five (5) different locations in Singapore. We have two (2) clinics in Parkway East
Medical Centre, three (3) clinics in Gleneagles Medical Centre, one (1) clinic in Thomson Medical
Centre, one (1) clinic in Mount Elizabeth Novena Specialist Centre, and one (1) clinic in Cassia
Crescent. Please refer to the sections titled General Information on our Group Our Medical
Clinics and General Information on our Group Our Specialist Medical Practitioners of this
Offer Document for more information.
Our business is best described as the provision of O&G services, which includes general and
ancillary surgical services. Since December 2014, we have also started offering breast and
gynaecological cancer treatments, and general surgical services. The following are the services
that we provide:
88
Medical Problems in
Pregnancy
Obstetrical Complications
and its management
Pre-conception health
screening
Hormonal disorders in
pregnancy including
adrenal diseases,
diabetes, thyroid diseases
and pituitary diseases
Abruptio placentae
Antenatal care,
intrapartum care and
postnatal care
Normal labour and
delivery
Caesarean section
Abnormal labour and
delivery including breech
delivery, face and brow
presentation
Assisted delivery including
forceps and vacuum
deliveries
Management of high-risk
pregnancies
Asthma management
during pregnancy
Liver-related disorders
including hepatitis in
pregnancy
Heart, lung and kidneyrelated disorders
Hypertension including
pre-eclampsia and
eclampsia
Neurological disorders
including fits management
Auto-immune disorders
including rheumatoid and
SLE
89
General Gynaecology
Gynaecologic Surgery
Gynaecological cancer
screening and prevention
Management of abnormal
cervical pap smear
Colposcopy and treatment
of preinvasive diseases
Vulval, vaginal, cervical,
uterine, ovarian and
adnexal related diseases
and infections
Well-women screening
Cervical pre-cancer screening and management, including colposcopy, laser and LEEP
surgeries
90
Management of gynaecological tumours and cancers of the ovary, uterus, vagina, vulva and
gestational trophoblastic diseases
Diagnosis and treatment of abnormal nipple discharge, and total duct excision
Mastectomy, including skin sparing and nipple sparing with immediate reconstruction
However, of the aforementioned services, the most important of which are as follows. We derive
our revenue largely from the provision of these services, which includes general and ancillary
surgical services, breast and gynaecological cancer treatments, and medication and
supplements.
Antenatal care
The care of an expectant mother prior to delivery.
Delivery and surgical services
These services include natural and assisted deliveries and caesarean sections, breast and
gynaecological cancer surgeries.
91
endoscopy;
piles surgery;
hernia surgery;
92
Resident Doctor
Locations
Each of our Groups medical clinic is headed by a resident doctor. In particular, our Executive
Chairman, Dr. Lee Keen Whye and our Executive Director, Dr. Heng Tung Lan, who are also our
Founders, each has more than 20 years experience in the O&G field. Our O&G specialist medical
practitioners are accredited to perform deliveries and O&G surgeries in the Parkway Group of
Hospitals, as well as Mount Alvernia Hospital, Thomson Medical Centre and all major private
hospitals in Singapore. Our breast and general surgeon, Dr. Radhika Lakshmanan, is accredited
to perform surgeries in all the Parkway Group of Hospitals, Mount Alvernia Hospital, Khoo Teck
Phuat Hospital and Raffles Medical Hospital.
Our Groups medical practice is overseen by the Medical Advisory Committee, which has
extensive experience in this field. Please refer to the section titled General Information on our
Group Clinical Governance of this Offer Document for more information.
In the event of the absence of any doctor (for whatever reason), our Company has contingent
referral plans in place to ensure the continuity of the treatment and service provided to our
patients. For example, our specialist medical practitioners within the Group will cross-cover each
other or refer patients to friendly third party colleagues.
93
94
95
96
Source: Table 17 of the Report on Registration of Births and Deaths 2013 provided by the Immigration and
Checkpoints Authority on its website: http://www.ica.gov.sg/data/resources/docs/Media%20Releases/SDB/
Annual%20RBD%20Report_2013.pdf. ICA has not provided its consent, for the purposes of Section 249 of the
Securities and Futures Act, to the inclusion of the above information extracted from its website and is thereby not
liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor,
Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the relevant
information has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,
Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracy
or completeness of such information. Please also see the section titled General and Statutory Information
Sources of this Offer Document.
97
Despite the fall in Singapores TFR over the years, both Singapores TFR and the actual
number of live births in Singapore have remained relatively consistent since 2010, as seen
in the table below 1. It should also be noted that Singapores total population, comprising both
Singapore residents (i.e. citizens and permanent residents) and non-residents (i.e.
foreigners including those working, studying or living in Singapore but not granted permanent
residence, but excluding tourists and short-term visitors) has been steadily increasing and is
trending growth, which should bode well for our business.
2011
2012
2013
5,183.7
5,312.4
5,399.2
1.20
1.29
1.19
39,654
42,663
39,720
There are more couples opting to deliver babies through the private sector healthcare system
rather than through the public sector healthcare system. The table below sets out the number
of live births registered by place of occurrence. 2
2011
2012
2013
15,872
(40.03%)
16,403
(38.45%)
15,646
(39.39%)
23,679
(59.71%)
26,149
(61.29%)
23,919
(60.22%)
Other locations
(number and percentage)
103
(0.26%)
111
(0.26%)
155
(0.39%)
Source: Tables 1.10, 3.1 and 3.6 of the Yearbook of Statistics in Singapore 2014 provided by the Department of
Statistics Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/
publications/publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of
Statistics has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the above information extracted from its website and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and
Placement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in its
proper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other
party has conducted an independent review or verified the accuracy or completeness of such information. Please
also see the section titled General and Statutory Information Sources of this Offer Document.
Source: Table 3.7 of the Yearbook of Statistics in Singapore 2014 provided by the Department of Statistics
Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/publications/
publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of Statistics has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.
98
In addition, concurrent with the development of Singapore as a medical hub in Asia, we have
experienced an increasing number of foreigners engaging the services of our Group. This is
also in line with Singapores increasing total population. Foreigners account for
approximately 29.9% of the live births registered in 2013, as shown in the table below. 1
Fathers nationality
Singapore
Malaysia Indonesia
Other
ASEAN
PRC
Others
6,221
Number
27,897
2,336
656
1,209
1,401
Percentage
70.23%
5.88%
1.65%
3.04%
3.53% 15.66%
COMPETITION
The specialist healthcare industry in Singapore is highly competitive. In general, the Group
competes with both public and private specialist healthcare institutions. We believe our main
competitors are as follows:
Competing service offerings
O&G services
Competitors
Thomson Womens Clinics
The Obstetricians and Gynaecology Centre
The O&G departments of all restructured hospitals in
Singapore save for the Institute of Mental Health, such
as KK Womens and Childrens Hospital, National
University Hospital and Singapore General Hospital
Private O&G groups and sole practitioners
Source: Table 22 of the Report on Registration of Births and Deaths 2013 provided by the Immigration and
Checkpoints Authority on its website: http://www.ica.gov.sg/data/resources/docs/Media%20Releases/SDB/
Annual%20RBD%20Report_2013.pdf. ICA has not provided its consent, for the purposes of Section 249 of the
Securities and Futures Act, to the inclusion of the above information extracted from its website and is thereby not
liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor,
Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the relevant
information has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,
Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracy
or completeness of such information. Please also see the section titled General and Statutory Information
Sources of this Offer Document.
99
Personal referrals
Personal referrals by word of mouth has proven to be a particularly effective strategy. This
is our Groups most important asset and strong point. Through this soft marketing
approach, we attract quality patients who are confident in our healthcare services. We will
continue to cultivate brand loyalty and goodwill amongst our existing patients.
Corporate Website
Our corporate website highlights the profiles of our specialist medical practitioners, the range
of services that we provide and the location of our medical clinics. It is also an avenue for us
to update the public on our Groups latest activities and to educate the public on health
issues. Information contained in our website does not constitute part of this Offer
Document.
Marketing Overseas
In line with the Singapore governments initiatives to attract more medical travellers to
Singapore, we intend to set up overseas sales representative offices and/or establish a
network of overseas sales agents in select ASEAN countries and PRC. Such sales offices
and agents will be responsible for marketing our Groups services in their respective
countries, sourcing for new overseas patients and making the necessary arrangements for
such overseas patients to visit our medical clinics in Singapore.
100
Securing strategic locations for our medical clinics at cost effective rental rates
We aim to secure good and strategic locations for our medical clinics so as to expand our
business and to maximise revenue at a lowest possible rental expense. The team searches
for new sites and review existing ones.
Our Major Suppliers accounting for 5.0% or more of our total purchases for FY2012, FY2013 and
FY2014 are set out below:
Percentage of total purchases relating to
consumables and medical supplies used (%)
Supplier
FY2012
FY2013
FY2014
12.9
12.6
12.6
5.9
5.4
6.6
4.1
2.0
3.6
47.2
54.8
35.1
6.8
101
FY2012
FY2013
FY2014
58
43
54
Note:
(1)
The average inventory turnover days is calculated based on the closing inventory balance divided by the cost of
goods sold for the year/period.
102
FY2012
FY2013
FY2014
23
28
31
Note:
(1)
The average trade receivables turnover days is calculated based on the closing non-related trade receivables
divided by the total revenue for the year/period.
The Group will review the trade debts and follow up on the outstanding debts with the respective
hospitals and insurance companies. According to the Companys policy, the Group will provide an
allowance for doubtful debts for trade debts that are aged over 60 days and with recoverability
issues.
The increase in average trade receivables turnover days from FY2012 to FY2014 is mainly due
to the increase in procedures revenue and slower payment pattern from the hospitals and
insurance companies.
The credit terms for hospitals and insurance companies are typically thirty (30) to sixty (60) days.
Specific provision or write-off will be made when we are of the view that the collectability of an
outstanding debt is impaired or the debt is uncollectible.
Except for those trade receivables that have been included in the allowance for doubtful debts,
referring to the Groups historical default rates and experience, the Group does not foresee any
issue with collection of the outstanding debts. These trade receivables are mainly from hospitals
and insurance companies with good credit record with the Group. The Group is actively reviewing
and following up with the hospitals and insurance companies.
Our trade receivables as at 31 December 2014 amounted to S$1,931,483 and the aging of the
majority of these debts is less than 30 days. As at 31 December 2014, outstanding debts aged
more than 180 days amounted to S$192,193 (9.9%).
As at the Latest Practicable Date, approximately 68.1% of these trade receivables have been
collected.
103
(1)
FY2012
FY2013
FY2014
41
47
58
Note:
(1)
The average trade payables turnover days is calculated based on the average trade payables divided by average
daily inventory used for the year/period. Trade payables relate to purchase of inventory.
COMPETITIVE STRENGTHS
We believe our main competitive advantages are:
(i)
(ii)
104
Source: The MOHs Singapore Health Facts entitled Principal Causes of Death on its website:
http://www.moh.gov.sg/content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html.
The MOH has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the above information extracted from its website and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and
Placement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in its
proper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other
party has conducted an independent review or verified the accuracy or completeness of such information. Please
also see the section titled General and Statutory Information Sources of this Offer Document.
105
serves as a liaison body between Board of Directors, the specialist medical practitioners of
our Group and the management team;
advise on standard procedures and development of medical and ethical policies relating to
clinical services;
investigating and reviewing adverse clinical events and untoward clinical practices;
advise on practice guidelines and conducting medical audits of our medical clinics;
advice on infection control and monitoring of all drug utilisation policies and practices in our
Group.
Position
Chairwoman
Vice-Chairwoman
Member
Member
The Medical Advisory Committee includes Dr. Chua Ee Chek, a senior medical professional and
Mr. Steven Seah Seow Kang, a senior legal professional, both of whom are not part of the Group,
to provide independence.
106
Location
Tenure
GFA
(sq ft)
Usage
Thomson Medical
Centre
16 February 2014
15 February 2016
870
Medical clinic
6 Napier Road
#08-14/15/16,
Gleaneagles Medical
Centre
Singapore 258499
1 June 2014
31 May 2016
1991(1)
Medical clinic
34 Cassia Crescent
#01-80
Singapore 390034
(First Floor)
1 March 2015
28 February 2017
1,033
Medical clinic
107
Location
Tenure
GFA
(sq ft)
Usage
34 Cassia Crescent
#01-80
Singapore 390034
(Second Floor)
1 August 2013
31 July 2016
1,313
Corporate
office
Parkway Hospitals
Singapore Pte Ltd
1 September 2013
31 August 2016
993
Medical clinic
Parkway Hospitals
Singapore Pte Ltd
1 April 2013
31 March 2016
650
Medical clinic
Parkway Irrawaddy
Pte Ltd
38 Irrawaddy Road,
#08-25, Mount
Elizabeth Novena
Specialist Centre,
Singapore 329563
1 December 2014
30 November 2017
571
Medical clinic
Note:
(1)
As at the date of this Offer Document, our Group pays an aggregate monthly rental of S$61,924.
The Groups fixed assets as a percentage of net assets is small, at 5.1%. Fixed assets include
office furniture, ultrasound machines, laparoscopic equipment, computers and other office
accessories as required for the running and functioning of a clinic/office.
As at 31 December 2014, we had fixed assets with net book values as follows:
Fixed Assets
(S$000)
30.8
29.5
Medical equipment
338.1
202.9
To the best of our Directors knowledge, there are no regulatory requirements or environmental
issues that may materially affect our utilisation of the above properties and fixed assets, save as
disclosed under the Government Regulations section of this Offer Document.
STAFF TRAINING
Our Employees are required to undergo in-house orientation to familiarise them with our
equipment, policies and procedures. On-the-job training is provided to new Employees to equip
them with the necessary working knowledge and practical skills to perform their tasks.
108
the character and fitness of the applicant to be issued with a license or, where the applicant
is a body corporate, the character and fitness of the members of the board of directors or
committee or board of trustees or other governing body of the body corporate;
(b)
the ability of the applicant to operate and maintain a private hospital, medical clinic, clinical
laboratory or healthcare establishment, as the case may be, in accordance with the
prescribed standards;
(c)
the suitability of the premises or conveyance (including the facilities and equipment therein)
to be licensed for use as a private hospital, medical clinic, clinical laboratory or healthcare
establishment, as the case may be; and
(d)
the adequacy of the nursing and other staff that is to be employed at the premises or
conveyance to be licensed.
If a private hospital, medical clinic, clinical laboratory or healthcare establishment is not licensed
or is used otherwise than in accordance with the terms and conditions of its license, every person
having the management or control thereof shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding two (2)
years or to both.
Private Hospitals and Medical Clinics (Publicity) Regulations
The Private Hospitals and Medical Clinics (Publicity) Regulations provide that a licensee of a
healthcare institution may publicise or cause to be publicised the services of the healthcare
institution subject to certain restrictions and any other written law.
The licensee of a healthcare institution shall ensure that any publicity of the services of the
healthcare institution conducted by him or any other person on his behalf in Singapore complies
with the following requirements:
(a)
the information contained in the publicity must be factually accurate and capable of being
substantiated, and must not be exaggerated, false, misleading or deceptive;
(b)
the publicity must not be offensive, ostentatious or in bad taste such as to undermine the
honour and dignity of the medical, dental or nursing profession;
110
implies that the healthcare institution can obtain results from treatment not achievable
by other healthcare institutions or create an unjustified expectation from the treatment
provided; or
(ii)
compares and contrasts the quality of the services of the healthcare institution with
those provided by other healthcare institutions or deprecate the services of other
healthcare institutions;
(d)
the publicity must not contain any laudatory statements (including statements of prominence
or uniqueness) or superlatives to describe the services of the healthcare institution;
(e)
the information contained in the publicity must not contain any testimonial or endorsement of
the services, including the services of any employee of the healthcare institution; and
(f)
the publicity must not provide information to the public in such a manner as to amount to
soliciting or encouraging the use of the services provided by or at any healthcare institution.
The licensee of a healthcare institution shall also ensure that any publicity of the services of the
healthcare institution appears only in newspapers, directories, medical journals, magazines,
brochures, leaflets, pamphlets and the Internet. Where the publicity of the services of a healthcare
institution appears in the Internet, the licensee of the healthcare institution shall ensure that the
Internet is not used for patient consultation with any employee of the healthcare institution if the
patient is not an existing patient of the healthcare institution. Where the publicity of the services
of a healthcare institution appears in brochures, leaflets or pamphlets, the licensee of the
healthcare institution shall ensure that the brochures, leaflets or pamphlets contain the date of
publication.
Medical Registration Act
The Medical Registration Act provides for, inter alia, the establishment of SMC and the registration
of medical practitioners in Singapore.
Some of the important functions of SMC are:
(a)
(b)
to approve or reject applications for registration under the Medical Registration Act or to
approve any such application subject to such restrictions as it may think fit;
(c)
(d)
to make recommendations to the appropriate authorities for the training and education of
registered medical practitioners; and
(e)
to determine and regulate the conduct and ethics of registered medical practitioners.
No person shall practice as a medical practitioner unless he is registered under this Act and has
a valid practicing certificate. Any person who is not so qualified and, inter alia, (a) practices
medicine; (b) wilfully and falsely pretends to be a duly qualified medical practitioner; (c) practices
medicine or any branch of medicine, under the style or title of physician, surgeon, doctor; or (d)
111
to approve or reject applications for registration and enrolment of nurses and for registration
of midwives;
(b)
(c)
to regulate standards for the training and education of, among others, registered nurses and
enrolled nurses; and
(d)
to regulate the professional conduct and ethics of, among others, registered nurses and
enrolled nurses.
No person shall employ or engage a person who is not a qualified nurse to carry out any act of
nursing. Any person who contravenes the above shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding S$10,000 and, in the case of a second or subsequent
conviction, to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding six (6)
months or to both. In any proceeding for such an offence, it shall be a defence for a defendant to
prove that (a) he did not know that the person concerned was not a qualified nurse; and (b) he had
exercised due diligence to ascertain if that person was a qualified nurse.
Medicine Act
The Medicine Act stipulates, inter alia, general provisions for the manufacturing of and dealing in
medicinal products, the considerations of the licensing authority for granting licenses, including
wholesale dealers licenses, regulation of pharmacies, the labelling of medicines, the packaging
of medicines and the content of materials advertising and/or promoting the sale of medical
products.
Save as provided for in the Medicine Act, all persons and corporations must obtain licenses to sell,
supply, export, procure the sale of, procure the supply or exportation of, procure the manufacture
or assembly for sale, supply or exportation of, or import any medicinal product.
The Minister of Health has also set forth regulations that prescribe the conditions and
requirements to be complied by a person carrying on a retail pharmacy business.
Any person who contravenes the aforesaid provisions in relation to, inter alia, the dealing,
manufacture and wholesale dealing of medicinal products shall be guilty of an offence. The
licensing authority also has the right to revoke a license as it deems apt.
112
(b)
keep, have in his possession or under his control, or use any radioactive material;
(c)
(d)
(e)
(f)
keep, have in his possession or under his control, or use any irradiating apparatus;
(g)
(h)
Any person who contravenes subsection (a) to (h) above shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding S$100,000 or to imprisonment for a term not exceeding
two (2) years or to both.
The Radiation Protection Act also provides that:
(a)
every person who sells any irradiating apparatus shall immediately give notice of the sale to
the Director-General of Environmental Protection (the Director-General), together with the
name, address and prescribed particulars of the person to whom it was sold, in such form
and manner as may be prescribed;
(b)
every person who purchases any irradiating apparatus shall immediately give notice of the
purchase to the Director-General, together with the name, address and prescribed
particulars of the person from whom it was purchased, in such form and manner as may be
prescribed; and
(c)
Any person who contravenes subsection (1) to (3) above shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding S$50,000 or to imprisonment for a term not exceeding
twelve (12) months or to both.
113
(b)
is the holder, or is the wife of a holder, of a work pass issued under the Employment of
Foreign Manpower Act (Chapter 91A) of Singapore; or
(c)
has been resident in Singapore for a period of at least four (4) months immediately preceding
the date on which such treatment is to be carried out.
Any person who contravenes subsection (a) to (c) above shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding S$3,000 or to imprisonment for a term not exceeding
three (3) years or to both.
Singapore Medical Council Ethical Code and Ethical Guidelines
The SMC Ethical Code sets out the fundamental tenets of conduct and behaviour expected of
doctors practising in Singapore. Under the SMC Ethical Code, a doctor is generally expected, inter
alia, to:
(a)
(b)
provide access to and treat patients without prejudice of race, religion, creed, social
standing, disability or financial status;
(c)
(d)
(e)
keep abreast of medical knowledge relevant to practice and ensure that clinical and technical
skills are maintained.
114
doctors who have any financial or professional relationship with organisations offering
medical services have responsibility for the organisations standard of information output
about themselves and must therefore acquaint themselves with the nature and content of the
organisations information output as well as their press and media output; and
(b)
doctors may provide information about their qualifications, areas of practice, practice
arrangements and contact details. Such information, where permitted, shall be factual,
accurate, verifiable and shall not be an extravagant claim, misleading, sensational,
persuasive, laudatory, comparative or disparaging.
(b)
the medical treatment provided in the context of aesthetic practice must be seen to benefit
the patient positively;
(c)
medical practitioners who perform or intend to perform aesthetic procedures are encouraged
to engage in a quality framework or peer review and case discussion on a regular basis; and
(d)
115
License
Number
Tenure
(years)
Duration
Licensed
Activity
339 Thomson
Road #05-03
Thomson
Medical Centre
SOG Beh
Clinic for
Women
14C0185/07/142
27 June 2014 to
26 June 2016
Medical
clinic
6 Napier Road
#08-14/15/16
Gleneagles
Medical Centre
SOG Choo
Wan Ling Clinic
for Women
14C0094/03/142
21 April 2014 to
20 April 2016
Medical
clinic
Blk 34 Cassia
Crescent #01-80
SOG Heng
Clinic for
Women
14C0080/02/142
11 April 2014 to
10 April 2016
Medical
clinic
SOG Heng
Clinic for
Women
14C0085/06/142
15 April 2014 to
14 April 2016
Medical
clinic
6 Napier Road
#08-14/15/16
Gleneagles
Medical Centre
SOG KW Lee
Clinic for
Women
14C0093/07/142
21 April 2014 to
20 April 2016
Medical
clinic
38 Irrawaddy
Road #08-25
Mount Elizabeth
Novena
Specialist
Centre
SOG Cindy
Pang Clinic for
Women &
GynaeOncology
14M0360/01/142
4 December
2014 to
3 December
2016
Medical
clinic
12C0269/02/142
6 December
2014 to
5 December
2016
Medical
clinic
6 Napier Road
#08-14/15/16
Gleneagles
Medical Centre
SOG Radhika
Breast &
General
Surgicare
12C0070/40/140
26 September
2014 to 23 May
2016
Medical
clinic
Licensed
Location
In addition, we have obtained for our medical clinic, SOG Beh Clinic for Women, a licence from
the Ministry of Health under the Termination of Pregnancy Act (Chapter 324), pursuant to which
it may carry out treatment to terminate pregnancy, subject to the provisions of the Termination of
Pregnancy Act (Chapter 324) and the regulations made thereunder, and provided always that: (i)
116
(b)
(c)
public liability;
(d)
business compensation;
(e)
(f)
personal accident;
(g)
(h)
(i)
all risks.
In addition to the above, all of our specialist medical practitioners have personal professional
medical and surgical indemnity insurance cover which our Group pays for. The above insurance
policies are reviewed annually to ensure that our Group has sufficient insurance coverage. Please
refer to the section titled Risk Factors Risks Relating to Our Business and the Industry in which
We Operate We May Not Have Adequate Insurance Coverage for more details.
The Directors are of the view that the insurance coverage from the above insurance policies is
sufficient for our present operations.
INDUSTRY OVERVIEW
General Healthcare Industry
In Singapore, the healthcare industry can be broadly categorised into two (2) sectors, namely
public healthcare including government medical centres and hospital, and private healthcare
providers. Singapore offers a wide range of medical services via a network of polyclinics, hospitals
and specialty centres. The private sector comprises numerous private clinics, medical centres and
hospitals.
117
2012
2013
15,872
(40.03%)
16,403
(38.45%)
15,646
(39.39%)
23,679
(59.71%)
26,149
(61.29%)
23,919
(60.22%)
Other locations
(number and percentage)
103
(0.26%)
111
(0.26%)
155
(0.39%)
Public Sector
O&G services in the public sector are usually provided in restructured hospitals such as the
National University Hospital, Singapore General Hospital, KK Womens and Childrens Hospital,
or polyclinics. The main competitive advantage of the public sector may be the lower set charges
and fees, and access to select direct and indirect subsidies. However, patients are generally not
entitled to choose their consultants and such consultants may be younger and less experienced
than their private sector counterparts. Waiting times at public hospitals and polyclinics may also
be longer as compared to private sector clinics.
Private Sector
The private sector for O&G services is extremely fragmented, as many of the O&G clinics in
Singapore are sole proprietorships. Most of the O&G private clinics are attached to hospitals and
will arrange for their patients to deliver their babies in those hospitals. Compared to the public
sector, private O&G clinics offer a wider range of services, greater flexibility and potentially more
experienced specialist medical practitioners. As a result, private O&G specialist medical
practitioners usually command a price premium over their public sector counterparts. There are
significant barriers to entry to the private O&G sector, as it takes approximately six (6) years to
become a fully registered doctor and a further six (6) years to be trained and be accredited as an
O&G specialist medical practitioner. In addition, a qualified O&G specialist medical practitioner
must build up sufficient goodwill and clientele before starting a private practice.
Source: Table 3.7 of the Yearbook of Statistics in Singapore 2014 provided by the Department of Statistics
Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/publications/
publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of Statistics has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.
118
The Baby Bonus Scheme was introduced by the Singapore government on 1 April 2001, with
the aim of supporting parents decision to have more children by helping to lighten the
financial costs of raising children. The Baby Bonus Scheme was recently enhanced in 2013,
under which parents will receive an enhanced cash gift of S$6,000 (up from S$4,000) each
for their first and second child, and S$8,000 (up from S$6,000) each for their third and fourth
child. The cash gift will be fully disbursed within twelve (12) months of the childs birth.
(b)
(c)
The Child Development Account is a special savings account that can be opened at any
OCBC or Standard Chartered Bank branch for a child who is eligible. Under the CDA, any
savings will be matched by the Singapore government dollar for dollar up to the cap of
S$6,000 for the first and second child, S$12,000 for the third and fourth child and S$18,000
for each child thereafter.
(d)
A Parenthood Tax Rebate (PTR) is given to married Singapore tax residents to encourage
them to have more children. The PTR can be used to offset income tax payable. Any
unutilised balance is automatically carried forward to offset future income tax payable, and
any credit balance remaining is not refundable. The rebate may be shared with the spouse.
(e)
In general, mothers are entitled to sixteen (16) weeks of paid maternity leave which can be
taken up to four (4) weeks before the date of delivery, while fathers will receive one (1) week
of government-paid paternity leave which can be taken within sixteen (16) weeks after the
child is born. In addition, to further encourage and support shared parental responsibility,
fathers will also be able to share one (1) week of the sixteen (16) weeks of their spouses
maternity leave, subject to meeting certain criteria and with the agreement of their spouse.
Source: Population White Paper: A sustainable population for a Dynamic Singapore provided by the National
Population and Talent Division on the website: http://population.sg/whitepaper/downloads/population-whitepaper.pdf. The National Population and Talent Division has not provided its consent, for the purposes of Section 249
of the Securities and Futures Act, to the inclusion of the above information extracted from its website and is thereby
not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the
Sponsor, Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the
relevant information has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,
Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracy
or completeness of such information. Please also see the section titled General and Statutory Information
Sources of this Offer Document.
119
The Parenthood Priority Scheme (PPS) helps first-time married couples with children who
meet the required conditions to purchase their first home. Under the PPS, 30% of the supply
of build-to-order flats and 50% of the supply of the sale-of-balance-flats will be set aside. This
is in addition to other priority schemes like the Third Child Priority Scheme, the Married Child
Priority Scheme and the Multi-Generation Priority Scheme.
Some of the measures above are part of the Enhanced Marriage and Parenthood Package
introduced in 2013 to encourage parenthood. The Enhanced Marriage and Parenthood Package
has a budget of S$2 billion a year.
Market for Cancer Services
Cancer is the principal cause of death (accounting for 30.5% of all deaths in 2013 (in 2013, there
were 18,938 deaths 1) and the second leading cause of hospitalisation (accounting for 5.9% of all
hospitalisations in 2013 (in 2013, there were approximately 491,000 total discharges 2) in
Singapore.
Public Sector
Cancer services in the public sector are usually provided in restructured hospitals such as the
National University Hospital, Singapore General Hospital, KK Womens and Childrens Hospital,
or polyclinics. The main competitive advantage of the public sector may be the lower set charges
and fees, and access to select direct and indirect subsidies. Subsidised patients which form the
bulk of consultations in restructured hospitals may not be entitled to choose their consultants and
the main disadvantage is that waiting time at public hospitals and polyclinics may be longer as
compared to private sector clinics.
Private Sector
The private sector for surgical cancer treatments is very fragmented, with many specialist medical
practitioners operating as sole practitioners. Many of these specialist medical practitioners are
located in clinics within private hospitals or shopping centres providing designed spaces for
medical and surgical suites. Waiting times to see private sector specialist medical practitioners
and the investigative procedures required to assist in their diagnosis and treatments are generally
shorter. As a result, private surgical specialist medical practitioners usually command a price
The MOHs Singapore Health Facts entitled Principal Causes of Death on its website: http://www.moh.gov.sg/
content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html. The MOH has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of the
Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have taken
reasonable actions to ensure that the relevant information has been reproduced in its proper form and context, neither
we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an independent
review or verified the accuracy or completeness of such information. Please also see the section titled General and
Statutory Information Sources of this Offer Document.
The MOHs Singapore Health Facts entitled Top 10 Conditions of Hospitalisation on its website:
http://www.moh.gov.sg/content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html.
The MOH has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the above information extracted from its website and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and
Placement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in its
proper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other
party has conducted an independent review or verified the accuracy or completeness of such information. Please
also see the section titled General and Statutory Information Sources of this Offer Document.
120
2011
2012
2013
No. of Notifications
11,680
12,185
12,664
For females, the top five (5) leading cancers (based on incidence rates for 2009 to 2013) are as
follows 2:
No.
Type of Cancer
1.
Breast
63.4
2.
Colo-rectum
26.3
3.
Lung
14.9
4.
Corpus uteri
13.7
5.
Ovary
12.4
Table 5.1 of the Singapore Cancer Registry Annual Registry Report Trends in Cancer Incidence in Singapore
2009-2013 provided by the National Registry of Diseases Office on its website: https://www.nrdo.gov.sg/
uploadedFiles/NRDO/Cancer%20Trends%20Report%202009-2013%2020141103.pdf. The NRDO has not provided
its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.
The MOHs Singapore Health Facts entitled Disease Burden on its website: http://www.moh.gov.sg/
content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html. The MOH has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.
121
Table 5.3.2 of the Singapore Cancer Registry Annual Registry Report Trends in Cancer Incidence in Singapore
2009-2013 provided by the National Registry of Diseases Office on its website: https://www.nrdo.gov.sg/
uploadedFiles/NRDO/Cancer%20Trends%20Report%202009-2013%2020141103.pdf. The NRDO has not provided
its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.
Source: The Singapore Department of Statistics information table entitled Time Series on Per Capita GNI at
Current Market Prices on its website: http://www.singstat.gov.sg/statistics/browse_by_theme/economy/
time_series/gnp.xls. The Singapore Department of Statistics has not provided its consent, for the purposes of
Section 249 of the Securities and Futures Act, to the inclusion of the above information extracted from its website
and is thereby not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While
we and the Sponsor, Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure
that the relevant information has been reproduced in its proper form and context, neither we, the Sponsor, Issue
Manager, Underwriter and Placement Agent nor any other party has conducted an independent review or verified
the accuracy or completeness of such information. Please also see the section titled General and Statutory
Information Sources of this Offer Document.
122
2011
2012
2013
5,183.7
5,312.4
5,399.2
1.20
1.29
1.19
39,654
42,663
39,720
The total population may further grow to between 6.5 million and 6.9 million by 2030,
depending on various factors. 2
In addition, falling birth rates and increasing life expectancies may result in an ageing
population. At current birth rates and without immigration, the median age of Singapores
population will be around 47 years old in 2030 2, as compared to the current median age of
40. As the population of Singapore ages, there may be an increase in the incidences of
females suffering from certain diseases such as breast cancer which is more common in
women above 40 years old.
We believe that such changes in demography in Singapore are likely to increase the demand
for medical services.
Source: Tables 1.10, 3.1 and 3.6 of the Yearbook of Statistics in Singapore 2014 provided by the Department of
Statistics Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/
publications/publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of
Statistics has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the above information extracted from its website and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor. Issue Manager, Underwriter and
Placement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in its
proper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other
party has conducted an independent review or verified the accuracy or completeness of such information. Please
also see the section titled General and Statutory Information Sources of this Offer Document.
Source: Population White Paper: A sustainable population for a Dynamic Singapore provided by the National
Population and Talent Division on the website: http://www.nptd.gov.sg/content/NPTD/news/_jcr_content/
par_content/download_98/file.res/population-white-paper.pdf. The National Population and Talent Division has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.
123
Government initiatives
Singapore is a recognised regional medical hub which attracts many overseas patients
annually for excellent, accessible and a wide range of medical services. In addition,
SingaporeMedicine, a multi-agency government initiative was launched in 2003 to promote
and establish Singapore as one of Asias leading medical hubs. It is estimated that each year,
about 400,000 foreigners travel to Singapore to seek medical treatment. 1 We believe that the
Singapore governments efforts to promote Singapore as a medical hub will boost medical
travel and encourage more mothers-to-be to seek O&G treatment in Singapore.
Since 2001, the Singapore government has introduced initiatives to increase national birth
rates. In 2013, the Singapore government implemented the S$2 billion Enhanced Marriage
and Parenthood Package to promote parenthood. This could potentially encourage families
to have more children, which would increase the demand for our O&G services.
Our labour costs and costs of treatments, medical equipment and drugs is likely to remain stable,
while the rent on the properties leased by our Group may increase in the long term. Save as
disclosed above, and as disclosed in the section titled Risk Factors of this Offer Document and
barring any unforeseen circumstances, our Directors are not aware of any other significant recent
trends in the costs and selling prices of our treatment or any other known trends, uncertainties,
demands, commitments or events that are reasonably likely to have a material effect on our net
sales or revenue, profitability, liquidity or capital resources, or that would cause financial
information disclosed in this Offer Document to be not necessarily indicative of our future
operating results or financial condition. Please also refer to the section titled Cautionary Note on
Forward-Looking Statements of this Offer Document.
SEASONALITY
We do not experience any significant seasonality patterns in our business, save that demand for
our obstetrics services tends to be higher in the Year of the Dragon, which is regarded by the
Chinese as the most auspicious in the almanac. In FY2014, our Group delivered approximately
1,462 babies. Historical national data 2 also shows significantly higher number of births in the Year
of the Dragon as set out in the table below. In addition, Singapore has experienced a general
increase in the number of live births from 2005 to 2013.
124
Live Births
Chinese Zodiac
1987
43,616
Rabbit
1988
52,957
Dragon
21.4%
1989
47,669
Snake
-10.0%
1990
51,142
Horse
7.3%
1991
49,114
Goat
-4.0%
1992
49,402
Monkey
0.6%
1993
50,225
Rooster
1.7%
1994
49,554
Dog
-1.3%
1995
48,635
Pig
-1.9%
1996
48,577
Rat
-0.1%
1997
47,333
Ox
-2.6%
1998
43,664
Tiger
-7.8%
1999
43,336
Rabbit
-0.8%
2000
46,997
Dragon
8.4%
2001
41,451
Snake
-11.8%
2002
40,760
Horse
-1.7%
2003
37,485
Goat
-8.0%
2004
37,174
Monkey
-0.8%
2005
37,492
Rooster
0.9%
2006
38,317
Dog
2.2%
2007
39,490
Pig
3.1%
2008
39,826
Rat
0.9%
2009
39,570
Ox
-0.6%
2010
37,967
Tiger
-4.1%
2011
39,654
Rabbit
4.4%
2012
42,663
Dragon
7.6%
2013
39,720
Snake
-6.9%
2014
42,217
Horse
6.3%
125
Expand our business operations locally and regionally through organic growth, joint ventures
and acquisitions.
We intend to develop and expand our existing business operations by acquiring and/or
opening more clinics, particularly in areas where we are currently unrepresented. We intend
to utilise S$3,000,000 from the proceeds of this Invitation to acquire or establish new medical
clinics.
Beyond physical representation, our market presence, reputation and growth are directly
related to our ability to attract skilled and qualified healthcare professionals. We plan to hire
more healthcare professionals, especially O&G specialist medical practitioners, and hope to
attract and retain them by offering an initial patient load, good working conditions and
competitive remuneration packages.
In the longer term, we would like to have a regional presence. We are currently exploring the
possibility of partnering or entering into joint ventures with regional partners with the aim of
seconding specialist medical practitioners to work for a period of time in those countries
and/or developing and deploying a telemedicine model where we are able to provide medical
expertise remotely. In time, we may expand our presence in those countries by acquiring
local clinics, employing local specialist medical practitioners and/or establishing new clinics
in those countries. Countries which we see significant potential include Myanmar, IndoChina, Malaysia and certain parts of the PRC.
(ii)
126
127
128
Lease of Premises from Lee & Lee Clinic Pte Ltd and Avesa Pte Ltd
Our Group has been leasing the premises at 6 Napier Road, #08-14/15/16 Gleneagles
Medical Centre, Singapore 258499, which has an approximate floor size of 1991 sq ft, from
Lee & Lee Clinic Pte Ltd and Avesa Pte Ltd for use as a medical clinic. Dr. Lee Keen Whye,
our Executive Chairman, is a director and shareholder of Lee & Lee Clinic Pte Ltd and Avesa
Pte Ltd.
Under the existing lease agreement dated 1 June 2014, the lease is for an initial period of
twenty-four (24) months from 1 June 2014 to 31 May 2016 at a monthly rental of S$31,675,
subject to an increased monthly rental of up to S$38,000 upon the full utilisation of existing
space. As at 1 December 2014, the full monthly rental of S$38,000 will be paid until the end
of the lease. Upon the expiry of the initial lease period, our Group has an option to renew the
lease for another two (2) years on the same terms and conditions except for the option for
renewal and that the rental shall be agreed by the Group, Lee & Lee Clinic Pte Ltd and Avesa
Pte Ltd.
The aggregate rental and related charges incurred and paid by our Group to Dr. Lee Keen
Whye in respect of such lease during the Relevant Period are as follows:
FY2012
(S$000)
FY2013
(S$000)
FY2014
(S$000)
1 January 2015
up to the Latest
Practicable Date
(S$000)
336
336
371
152
The above transaction is carried out on an arms length basis as the current monthly rental
was based on the prevailing market rate at the time the lease agreement was entered into.
As at the Latest Practicable Date, the outstanding term of this lease is approximately thirteen
(13) months. We intend to renew the current lease upon expiry of the initial lease period, on
normal commercial terms and on an arms length basis such that the terms will not be less
favourable compared to what we would obtain from third party tenants or operators. Such
terms will also be subject to the review and approval of our Audit Committee.
129
FY2012
(S$000)
FY2013
(S$000)
FY2014
(S$000)
1 January 2015
up to the Latest
Practicable Date
(S$000)
69
90
30
130
REVIEW
PROCEDURES
FOR
FUTURE
INTERESTED
PERSON
To ensure that future transactions with Interested Persons are undertaken on normal commercial
terms and are consistent with our Groups usual business practices and policies, which are
generally no more favourable than those extended to unrelated third parties, the following
procedures will be followed.
The Audit Committee comprising Independent Directors only shall approve and then review all
Interested Person Transactions on a quarterly basis.
In relation to any purchase of products or procurement of services by us from Interested Persons,
submissions from at least two (2) unrelated third parties in respect of the same or substantially the
same type of product or service will be used as comparison wherever possible. The Audit
Committee will take into account the suitability, quality, timeliness in delivery and cost of the
product or service, and the experience and expertise of the supplier. Transactions with such
Interested Persons shall not be on terms less favourable to our Group than those with unrelated
third parties.
In relation to any sale of products or provision of services by us to Interested Persons, the price
and terms of two (2) other completed transactions of the same or substantially the same type of
transactions to unrelated third parties are to be used as comparison wherever possible.
Transactions with such Interested Persons shall not be on terms less favourable to our Group than
those with unrelated third parties.
When renting properties from or to an interested person, our Audit Committee shall take
appropriate steps to ensure that such rent is commensurate with the prevailing market rates,
including adopting measures such as making relevant enquiries with landlords of similar
properties and obtaining suitable reports or reviews published by property agents (as necessary),
including independent valuation report by a property valuer, where necessary and/or appropriate.
The rent payable shall be based on the most competitive market rental rate of similar properties
in terms of size and location, based on the results of the relevant enquiries.
131
a category one interested person transaction is one where the value thereof is equal to or
in excess of three per cent. (3.0%) of the NTA of our Group; and
(b)
a category two interested person transaction is one where the value thereof is below three
per cent. (3.0%) of the NTA of our Group.
Category one interested person transactions must be approved by our Audit Committee prior to
entry. Category two interested person transactions need not be approved by our Audit
Committee prior to entry but shall be reviewed on a quarterly basis by our Audit Committee.
In respect of all interested person transactions, we shall adopt the following policies:
(a)
In the event that a member of our Audit Committee is interested in any interested person
transaction, he will abstain from deliberating, reviewing and/or approving that particular
transaction.
(b)
We shall maintain a register to record all interested person transactions which are entered
into by our Group, including any quotations obtained from unrelated parties to support the
terms of the interested person transactions.
(c)
We shall incorporate into our internal audit plan a review of all interested person transactions
entered into by our Group.
(d)
Our Audit Committee shall review the internal audit reports at least yearly to ensure that all
interested person transactions are carried out on an arms length basis and in accordance
with the procedures outlined above. Furthermore, if during these periodic reviews, our Audit
Committee believes that the guidelines and procedures as stated above are not sufficient to
ensure that the interests of minority Shareholders are not prejudiced, we will adopt new
guidelines and procedures. The Audit Committee may request for an independent financial
advisers opinion as it deems fit.
132
133
none of our Directors, Controlling Shareholders or any of their Associates has any interest,
direct or indirect, in any material transactions to which our Company or any of our
subsidiaries was or is a party;
(b)
none of our Directors, Controlling Shareholders or any of their Associates has any interest,
direct or indirect, in any entity carrying on the same business or dealing in similar products
which competes materially and directly with the existing business of our Group; and
(c)
none of our Directors, Controlling Shareholders or any of their Associates has any interest,
direct or indirect, in any enterprise or company that is our corporate client or supplier of
goods or services.
Hong Leong Finance is the Sponsor, Issue Manager, Underwriter and Placement Agent of the
Invitation; and
(b)
Hong Leong Finance will be the continuing sponsor of our Company for an initial period of
three (3) years from the date our Company is admitted and listed on Catalist.
134
Finance
CAO
Ms. Heng Tong Bwee
FC
Mr. Eric Choo
Clinics
located in
Gleneagles
Medical
Centre
Clinics
located in
Parkway
East Medical
Centre
Clinic
located in
Thomson
Medical
Centre
Dr. Heng
Tung Lan
Dr. Natalie
Chua
Dr. Radhika
Lakshmanan
Dr. Radhika
Lakshmanan
Clinics
located in
Cassia
Crescent
Dr. Heng
Tung Lan
Clinics
located in
Mount
Elizabeth
Novena
Specialist
Centre
Dr. Natalie
Chua
Dr. Cindy
Pang
The Medical Advisory Committee assists the Board in setting medical and drug policies and
procedures. The Medical Advisory Committee also undertakes performance and peer reviews of
all medical professionals within the Group.
DIRECTORS
Our Directors are entrusted with the responsibility for the overall management and organisation
of our Group. The particulars of our Directors as at the date of this Offer Document are set out
below:
Name
Age
Address
Position
61
Executive Chairman
58
Executive Director
52
Executive Director
135
Age
Address
Position
56
Lead Independent
Director
65
Independent Director
53
Independent Director
None of our Directors are related to each other. Dr. Heng Tung Lan, one of our Directors, is the
sister of Ms. Heng Tong Bwee, our CAO and an Executive Officer.
The working and business experience of our Directors and their areas of responsibility within our
Group are set out below:
Dr. Lee Keen Whye (Executive Chairman)
Dr. Lee Keen Whye is a graduate of the National University of Singapore qualifying with a MBBS.
He subsequently specialised in O&G and was awarded both with a FRCOG from the Royal
College of Obstetricians and Gynaecologists, United Kingdom, and a FAMS from the National
University of Singapore. As noted above, Dr. Lee Keen Whye is a renowned O&G specialist and
a Consultant Obstetrician and Gynaecologist at the Gleneagles Medical Centre.
Dr. Lee Keen Whyes specialty includes endoscopy especially in hysteroscopy, laparoscopy and
vaginal rejuvenation. He was the Chairman of the Minimally Invasive Surgery Centre, Gleneagles
Hospital between 2001 to 2008. He was the President, from 2003 to 2005, of the OGSS. He was
the Chairman of Surgeons International Holdings Pte. Ltd., an established medical marketing
group in Singapore, from 2005 to 2010. He is a founder member of the Asia-Pacific Association
of Gynaecological Endoscopists (APAGE). He is also an Associate of the Laser Vaginal Institute
of Los Angeles, USA.
In 1996, Dr. Lee Keen Whye was awarded the Singapore Armed Forces HQ Army Medical
Services (National Servicemen of the year) award. In 2003, he was awarded the Benjamin Henry
Sheares Gold Medal award.
Dr. Heng Tung Lan (Executive Director)
Dr. Heng Tung Lan is the leading Consultant Obstetrician and Gynaecologist practicing in
Parkway East Medical Centre. She graduated from the National University of Singapore qualifying
with a Bachelors degree in Medicine and Surgery. Dr. Heng Tung Lan subsequently specialised
in O&G, was awarded a MMed (O&G) and was admitted to the Academy of Medicine, Singapore.
Dr. Heng Tung Lan established her private practice in September 1993. Her medical and
interpersonal skills make her very popular and sought after. In 2014, Dr. Heng Tung Lan delivered
more than 755 babies.
136
138
Present Directorships
Past Directorships
Our Group
Behs Clinic for Women
Choo Wan Ling Womens
Clinic
Heng Clinic for Women
K W Lee Clinic
SOG-Cindy Pang Clinic
SOG-Radhika Breast &
General Surgicare
Our Group
None
Other Companies
Avesa Pte Ltd
Lee & Lee Clinic Pte Ltd.
Singa Hotel Development
Pte. Ltd.
Singa Management Pte. Ltd.
Singa Project Development
Pte. Ltd.
Singa SV Investment Pte. Ltd.
Singa Wealth Pte. Ltd.
Dr. Heng Tung Lan
Other Companies
Depa Pte. Ltd.
Dr LKW Pte. Ltd.
Singapore Orthopaedic
Specialists Pte. Ltd.
Surgeons International
Holdings Pte. Ltd.
Surgeons SPV Pte. Ltd.
Our Group
Heng Clinic for Women
Our Group
None
Other Companies
None
Other Companies
DMK Company Pte. Ltd.
Our Group
Behs Clinic for Women
ST Surgery
Our Group
None
Other Companies
None
Other Companies
College of Obstetricians and
Gynaecologists, Singapore
Our Group
None
Our Group
None
Other Companies
ACH Investments Pte Ltd.
ASL Marine Holdings Ltd.
GLG Corp Ltd
Koon Holdings Limited
Ying Li International Real
Estate Limited
Other Companies
Alan Kelly Investments
Pte. Ltd.
iMagi International Ltd.
Koda Ltd
Lorenzo International Limited
Newspace Fund Ltd.
Paromay Pte. Ltd.
Universal Resource and
Services Limited
Xpress Holdings Ltd
Whitegrain Pte Ltd
139
Present Directorships
Past Directorships
Our Group
None
Our Group
None
Other Companies
City Gate Pte. Ltd.
ICEJ Pte. Ltd.
XMH Holdings Ltd.
Other Companies
Farmers Choice Pte. Ltd.
SAL Happy Pte. Ltd.
Asia Pacific Mission Ltd
Our Group
None
Our Group
None
Other Companies
None
Other Companies
TransAsia Airways
Corporation Singapore
Branch
EXECUTIVE OFFICERS
The day-to-day operations of our Group are entrusted to our Executive Chairman, who is assisted
by an experienced and qualified team of Executive Officers. The particulars of our Executive
Officers as at the date of this Offer Document are set out below:
Name
Age
Address
Position
55
CEO
35
FC
60
CAO
The business and working experience and areas of responsibility of our Executive Officers within
the Group are as follows:
Dr. Ng Koon Keng
Dr. Ng Koon Keng became CEO of our Group in August 2011, and is responsible for the overall
administration, operation, business development, marketing and management of our Group.
Dr. Ng Koon Keng holds a First Class Honours degree (BMSc.) in Pharmacology and obtained his
medical degree from the University of Dundee (UK). After qualifying, Dr. Ng Koon Keng started his
traineeship in Obstetrics and Gynaecology but then decided to pursue a career in family medicine
instead. He became a partner in a successful GP practice servicing the eastern part of Singapore
in 1988. In 1997, Dr. Ng joined the financial industry and worked for two (2) leading institutions
before returning to medicine in 1998 (and the start of the Asian recession). In 2004, he started
A-Vic Enterprises Pte. Ltd., a media company that produced a lifestyle magazine designed for the
medical profession in Singapore. At the end of 2008, he placed the publication on hold when he
accepted an offer to become CEO of Surgeons International Holdings Pte. Ltd., an established
medical marketing company in Singapore. During this period, he also served as Medical Advisor
to Red Carpet Medical, a premier medical tourism business of Red Carpet Edition Pte. Ltd., and
140
141
Present Directorships
Past Directorships
Our Group
Behs Clinic for Women
Choo Wan Ling Womens
Clinic
Heng Clinic for Women
K W Lee Clinic
SOG-Cindy Pang Clinic
SOG-Radhika Breast &
General Surgicare
Our Group
None
Other Companies
Ori Biotech Pte Ltd
Other Companies
AMC Healthcare Pte. Ltd.
Asiamedic Eye Centre
Pte. Ltd.
Asiamedic Eyecare Clinic
Pte. Ltd.
Asiamedic Heart & Vascular
Centre Pte. Ltd.
Asiamedic PET/CT Centre
Pte. Ltd.
A-Vic Enterprises Pte. Ltd.
Orchard Surgery Center
Pte. Ltd.
Positron Tracers Pte. Ltd.
The Orchard Imaging Centre
Pte Ltd
Wellness Assessment Centre
Pte. Ltd.
Our Group
None
Our Group
None
Other Companies
None
Other Companies
None
Our Group
K W Lee Clinic
Our Group
Heng Clinic for Women
Singapore O&G Pte. Ltd.
SOG-Cindy Pang Clinic
SOG-Radhika Breast &
General Surgicare
Other Companies
None
Other Companies
A-Plan Management Pte Ltd
Transview Decor Pte Ltd
Yishun Ring Clinic & Surgery
Pte Ltd
Dr. Heng Tung Lan, one of our specialist medical practitioners, is the sister of Ms. Heng Tong
Bwee, our CAO. Ms. Heng Tong Bwees son, Mr. Lai Kangwei, is currently employed as an
operations executive by our Company. Save as disclosed above, none of our Directors and
Executive Officers are related to each other or to our Substantial Shareholders.
142
the Executive is convicted of any criminal offence (save for an offence under road traffic
legislation for which he is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or
(b)
the Executive becomes prohibited from being a director or employee of the Company by law
or by order or directive from any regulatory body or government authority for any reason
whatsoever.
The Company may also terminate the employment of the Executive forthwith without notice or
payment in lieu of notice if, in the reasonable opinion of the Board, the Executive:
(a)
has materially or repeatedly breached or failed to comply with the terms of the service
agreement (including but not limited to his obligation to maintain the licenses and
qualifications required to carry on his medical practice);
(b)
is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;
(c)
becomes bankrupt, make any composition or enter into a deed of arrangement with his
creditors generally;
(d)
143
(f)
commits any act that achieves general notoriety which discredits the Executive to a degree
which materially reduces the value of his services to the Group or may discredit the Group
through association with the Executive; or
(g)
Remuneration
During the Term, the Company shall pay the Executive:
(a)
a basic salary of S$384,000 per annum, payable in twelve (12) equal monthly instalments in
arrears; and
(b)
The basic salary and the incentive bonus will not be adjusted during the Term unless approved by
the Board (taking into account the recommendations of the Remuneration Committee).
The Company shall reimburse the Executive for all travelling and other out-of-pocket expenses
reasonably incurred by him in the process of discharging his duties hereunder upon the Executive
providing the Company with such vouchers or other evidence of the payment of such expenses as
the Company may require.
Non-Competition
The Executive shall not during the term of his employment and within a period of six (6) months
upon the termination thereof, in all territories where the Company or any of its subsidiaries (each,
a Group Company) operates directly or indirectly, except with the Companys prior written
consent:
(a)
either on his own account or for any other person directly or indirectly solicit, interfere with
or endeavour to entice away from any Group Company any person who to his knowledge is
now or has been a client, customer or employee of, or in the habit of dealing with, any Group
Company;
144
either alone or jointly with or as a manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in any business which shall be
in competition with the business carried on by any Group Company as at the date hereof or
as at the time of termination of the Executives employment hereunder (as the case may be)
(the Relevant Business);
(c)
act as a director or otherwise of any other person, firm or company engaging directly or
indirectly in the Relevant Business which is in competition with the business of any Group
Company; and
(d)
cause or permit any person or entity directly or indirectly under his control or in which he has
any beneficial interests to do any of the foregoing acts or things.
The Executive further agrees with the Company that he shall not during her employment and upon
the termination of her employment hereunder without limit in point of time, directly or indirectly,
except with the Companys prior written consent:
(a)
use the name Singapore O&G, SOG or any colourable imitation thereof in connection with
any business; and
(b)
use any trade mark of any Group Company in connection with any business.
The Executive also agrees with the Company that he shall not during his employment and upon
the termination of his employment hereunder directly or indirectly, except with the Companys prior
written consent, disclose to any person, or himself use for any purpose, and shall use his best
endeavours to prevent the publication or disclosure of, and information concerning the business,
accounts or finances of any Group Company or any of its clients or customers transactions or
affairs, which may, or may have, come to his knowledge.
Dr. Heng Tung Lans Service Agreement
Term of Employment
The employment of the Executive is deemed to have commenced on 1 July 2013 and shall
continue for a term of five (5) years from the effective date being 1 January 2015 (the Term).
Upon the expiry of the Term, the employment may be renewed on such terms and conditions as
may be agreed between the Company and the Executive.
Termination
The employment may be terminated without cause at any time by either party giving to the other
party six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)
months salary based on the last drawn salary of the Executive.
The employment shall automatically be terminated forthwith without any notice or payment in lieu
of notice if:
(a)
the Executive is convicted of any criminal offence (save for an offence under road traffic
legislation for which she is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or
145
the Executive becomes prohibited from being a director or employee of the Company by law
or by order or directive from any regulatory body or government authority for any reason
whatsoever.
The Company may also terminate the employment of the Executive forthwith without notice or
payment in lieu of notice if, in the reasonable opinion of the Board, the Executive:
(a)
has materially or repeatedly breached or failed to comply with the terms of the service
agreement (including but not limited to her obligation to maintain the licenses and
qualifications required to carry on her medical practice);
(b)
is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;
(c)
becomes bankrupt, make any composition or enter into a deed of arrangement with her
creditors generally;
(d)
(e)
(f)
commits any act that achieves general notoriety which discredits the Executive to a degree
which materially reduces the value of her services to the Group or may discredit the Group
through association with the Executive; or
(g)
Remuneration
During the Term, the Company shall pay the Executive:
(a)
a basic salary of S$1,000,000 per annum, payable in twelve (12) equal monthly instalments
in arrears; and
(b)
The basic salary and the incentive bonus will not be adjusted during the Term unless approved by
the Board (taking into account the recommendations of the Remuneration Committee).
146
either on her own account or for any other person directly or indirectly solicit, interfere with
or endeavour to entice away from any Group Company any person who to her knowledge is
now or has been a client, customer or employee of, or in the habit of dealing with, any Group
Company;
(b)
either alone or jointly with or as a manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in any business which shall be
in competition with the business carried on by any Group Company as at the date hereof or
as at the time of termination of the Executives employment hereunder (as the case may be)
(the Relevant Business);
(c)
act as a director or otherwise of any other person, firm or company engaging directly or
indirectly in the Relevant Business which is in competition with the business of any Group
Company; and
(d)
cause or permit any person or entity directly or indirectly under her control or in which she
has any beneficial interests to do any of the foregoing acts or things.
The Executive further agrees with the Company that she shall not during her employment and
upon the termination of her employment hereunder without limit in point of time, directly or
indirectly, except with the Companys prior written consent:
(a)
use the name Singapore O&G, SOG or any colourable imitation thereof in connection with
any business; and
(b)
use any trade mark of any Group Company in connection with any business.
The Executive also agrees with the Company that she shall not during her employment and upon
the termination of her employment hereunder directly or indirectly, except with the Companys
prior written consent, disclose to any person, or herself use for any purpose, and shall use her
best endeavours to prevent the publication or disclosure of, and information concerning the
business, accounts or finances of any Group Company or any of its clients or customers
transactions or affairs, which may, or may have, come to her knowledge.
147
the Executive is convicted of any criminal offence (save for an offence under road traffic
legislation for which he is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or
(b)
the Executive becomes prohibited from being a director or employee of the Company by law
or by order or directive from any regulatory body or government authority for any reason
whatsoever.
The Company may also terminate the employment of the Executive forthwith without notice or
payment in lieu of notice if, in the reasonable opinion of the Board, the Executive:
(a)
has materially or repeatedly breached or failed to comply with the terms of the service
agreement (including but not limited to his obligation to maintain the licenses and
qualifications required to carry on his medical practice);
(b)
is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;
(c)
becomes bankrupt, make any composition or enter into a deed of arrangement with his
creditors generally;
(d)
(e)
(f)
commits any act that achieves general notoriety which discredits the Executive to a degree
which materially reduces the value of his services to the Group or may discredit the Group
through association with the Executive; or
(g)
148
a basic salary of S$444,000 per annum, payable in twelve (12) equal monthly instalments in
arrears; and
(b)
for each of the financial years ending 31 December 2013 and 2014, S$830,000; and
(ii)
for each of the financial years ending 31 December 2015, 2016, 2017, 2018 and 2019,
S$1,000,000,
provided that no incentive bonus shall be payable to the Executive if the Actual NPAT is equal
or less than the Minimum NPAT.
The basic salary and the incentive bonus will not be adjusted during the Term unless approved by
the Board (taking into account the recommendations of the Remuneration Committee).
The Company shall reimburse the Executive for all travelling and other out-of-pocket expenses
reasonably incurred by him in the process of discharging his duties hereunder upon the Executive
providing the Company with such receipts or other evidence of the payment of such expenses as
the Company may require.
Non-Competition
The Executive shall not during the term of his employment and within a period of six (6) months
upon the termination thereof, in all territories where the Company or any of its subsidiaries (each,
a Group Company) operates directly or indirectly, except with the Companys prior written
consent:
(a)
either on his own account or for any other person directly or indirectly solicit, interfere with
or endeavour to entice away from any Group Company any person who to his knowledge is
now or has been a client, customer or employee of, or in the habit of dealing with, any Group
Company;
(b)
either alone or jointly with or as a manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in any business which shall be
in competition with the business carried on by any Group Company as at the date hereof or
as at the time of termination of the Executives employment hereunder (as the case may be)
(the Relevant Business);
149
act as a director or otherwise of any other person, firm or company engaging directly or
indirectly in the Relevant Business which is in competition with the business of any Group
Company; and
(d)
cause or permit any person or entity directly or indirectly under his control or in which he has
any beneficial interests to do any of the foregoing acts or things.
The Executive further agrees with the Company that he shall not during his employment and upon
the termination of her employment hereunder without limit in point of time, directly or indirectly,
except with the Companys prior written consent:
(a)
use the name Singapore O&G, SOG or any colourable imitation thereof in connection with
any business; and
(b)
use any trade mark of any Group Company in connection with any business.
The Executive also agrees with the Company that he shall not during his employment and upon
the termination of his employment hereunder directly or indirectly, except with the Companys prior
written consent, disclose to any person, or himself use for any purpose, and shall use his best
endeavours to prevent the publication or disclosure of, and information concerning the business,
accounts or finances of any Group Company or any of its clients or customers transactions or
affairs, which may, or may have, come to his knowledge.
There are no existing or proposed service agreements entered or to be entered by our Directors
with our Company or any of our subsidiaries which provide for benefits upon termination of
employment.
Key Specialist Medical Practitioners
In addition to Dr. Lee Keen Whye, Dr. Beh Suan Tiong, and Dr. Heng Tung Lan, the Company has
also entered into a service agreement with Dr. Choo Wan Ling, a key specialist medical
practitioner of the Group.
Dr. Choo Wan Lings Service Agreement
Term of Employment
The employment of Dr. Choo Wan Ling is deemed to have commenced on 1 July 2013 and shall
continue for a term of five (5) years from the effective date being 1 January 2015 (the Term).
Upon the expiry of the Term, the employment may be renewed on such terms and conditions as
may be agreed between the Company and Dr. Choo Wan Ling.
Termination
The employment may be terminated without cause at any time by either party giving to the other
party six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)
months salary based on the last drawn salary of Dr. Choo Wan Ling.
150
Dr. Choo Wan Ling is convicted of any criminal offence (save for an offence under road traffic
legislation for which he is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or
(b)
Dr. Choo Wan Ling becomes prohibited from being a director or employee of the Company
by law or by order or directive from any regulatory body or government authority for any
reason whatsoever.
The Company may also terminate the employment of Dr. Choo Wan Ling forthwith without notice
or payment in lieu of notice if, in the reasonable opinion of the Board, she:
(a)
has materially or repeatedly breached or failed to comply with the terms of the service
agreement (including but not limited to her obligation to maintain the licenses and
qualifications required to carry on her medical practice);
(b)
is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;
(c)
becomes bankrupt, make any composition or enter into a deed of arrangement with her
creditors generally;
(d)
(e)
(f)
commits any act that achieves general notoriety which discredits her to a degree which
materially reduces the value of her services to the Group or may discredit the Group through
association with her; or
(g)
Remuneration
The Company shall, during the term of Dr. Choo Wan Lings employment, pay her:
(a)
a basic salary of S$540,000 per annum, payable in twelve (12) equal monthly instalments in
arrears; and
(b)
The basic salary and the incentive bonus will not be adjusted during the term unless approved by
the Board (taking into account the recommendations of the Remuneration Committee).
151
either on her own account or for any other person directly or indirectly solicit, interfere with
or endeavour to entice away from any Group Company any person who to her knowledge is
now or has been a client, customer or employee of, or in the habit of dealing with, any Group
Company;
(b)
either alone or jointly with or as a manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in any business which shall be
in competition with the business carried on by any Group Company as at the date hereof or
as at the time of termination of her employment hereunder (as the case may be) (the
Relevant Business);
(c)
act as a director or otherwise of any other person, firm or company engaging directly or
indirectly in the Relevant Business which is in competition with the business of any Group
Company; and
(d)
cause or permit any person or entity directly or indirectly under her control or in which she
has any beneficial interests to do any of the foregoing acts or things.
Dr. Choo Wan Ling further agrees with the Company that she shall not during her employment and
upon the termination of her employment hereunder without limit in point of time, directly or
indirectly, except with the Companys prior written consent:
(a)
use the name Singapore O&G, SOG or any colourable imitation thereof in connection with
any business; and
(b)
use any trade mark of any Group Company in connection with any business.
Dr. Choo Wan Ling also agrees with the Company that she shall not during her employment and
upon the termination of her employment hereunder directly or indirectly, except with the
Companys prior written consent, disclose to any person, or himself use for any purpose, and shall
use her best endeavours to prevent the publication or disclosure of, and information concerning
the business, accounts or finances of any Group Company or any of its clients or customers
transactions or affairs, which may, or may have, come to her knowledge.
152
FY2014 (1)
FY2015 (1)
(estimated)
Band B
Band C
Band B
Band E
Band E
Band E
Band B
Band B
Band C
Band A
Band A
Band A
Band A
Band A
Band A
Band A
Band A
Band A
Name
Directors
Executive Officers
Note:
(1)
Band
Band
Band
Band
Band
Save as disclosed under this section and the section titled Directors, Executive Officers and
Employees Service Agreements of this Offer Document, no compensation was paid or is to be
paid to any of our Directors or Executive Officers in FY2013 or FY2014, and no compensation is
expected to be paid to any of our Directors or Executive Officers in FY2015 pursuant to any bonus
or profit-sharing plan or any other profit-linked agreement or arrangement.
As at the date of this Offer Document, except pursuant to the SOG ESOS and SOG PSP, no
compensation has been paid or will be paid in the form of stock options or shares to any of our
Directors or Executive Officers.
As at the Latest Practicable Date, save as required for compliance with the applicable laws, we
have not set aside or accrued any amounts for our Directors and Executive Officers to provide for
pension, retirement or similar benefits.
153
Position
Clinic Manager
CAO
Operations Executive
The basis for determining the remuneration of related Employees is the same as the basis for
determining the remuneration of unrelated Employees.
The remuneration of Employees (including specialist medical practitioners) who are related to our
Directors, Executive Officers and Substantial Shareholders will be reviewed annually by the
Remuneration Committee to ensure that their remuneration package is in line with our employee
remuneration guidelines and commensurate with their job scope and level of responsibilities. Any
bonuses, pay increases and/or promotions for these related Employees will also be subject to the
review and approval of the Remuneration Committee. In addition, any new employment of related
Employees and the proposed terms of their employment will also be subject to the review of and
approval of the Nominating Committee. In the event that a member of the Remuneration
Committee or Nominating Committee is related to the Employee under review, he will abstain from
the review.
EMPLOYEES
As at the Latest Practicable Date, we employed a total workforce of 38 full-time Employees. The
number of temporary or part-time staff employed by our Group is insignificant. All our Employees
are based in Singapore.
All our Employees have entered into employment contracts with us. Our Employees are not
covered by any collective bargaining agreements and are not unionised. The number of full-time
Employees is not subject to any material fluctuation. The relationship and co-operation between
the management and staff have been good and are expected to continue to remain so in the
future. There has not been any incidence of any labour dispute that affected our operations during
the Relevant Period.
154
As at the
Latest
Practicable
Date
General surgeon/specialist
medical practitioners
12
15
19
22
Finance/Admin/Human
Resources
Total
19
23
37
38
155
SOG ESOS
On [] May 2015, our Shareholders approved a share option scheme known as the SOG
Employee Share Option Scheme (the SOG ESOS), the rules of which are set out in Appendix F
of this Offer Document. The SOG ESOS complies with the relevant rules as set out in Chapter 8
of the Listing Manual. The SOG ESOS will provide eligible participants with an opportunity to
participate in the equity of our Company and to motivate them towards better performance through
increased dedication and loyalty. The SOG ESOS, which forms an integral and important
component of a compensation plan, is designed to primarily reward and retain Executive
Directors, Non-executive Directors and Employees whose services are vital to our well-being and
success. As at the Latest Practicable Date, no Options have been granted under the SOG ESOS.
Objectives of the SOG ESOS
The objectives of the SOG ESOS are as follows:
(a)
(b)
to retain key Employees and Directors whose contributions are essential to the long-term
growth and profitability of our Group;
(c)
instill loyalty to, and a stronger identification by participants with the long-term prosperity of,
our Group;
(d)
to attract potential Employees with relevant skills to contribute to our Group and to create
value for our Shareholders; and
(e)
Participants
Under the rules of the SOG ESOS, Executive Directors and Employees of our Group and our
associated companies (Group Employees) and Non-executive Directors (including our
Independent Directors) of our Group, are eligible to participate in the SOG ESOS. For this
purpose, a company is our associated company if we and/or our subsidiaries hold at least
20% but not more than 50% of the issued shares in that company and provided our Company
has control (as defined in the Listing Manual) over the associated company.
Group Employees and Non-executive Directors (including our Independent Directors) of our
Group who are also Controlling Shareholders or Associates of such Controlling Shareholders
are also eligible to participate in the SOG ESOS, subject to independent approval for each
grant to such a person.
Successful applicants for the New Shares under the offering, by subscribing for such shares,
agree that the participation by our Group Employees and Non-executive Directors (including
our Independent Directors) of our Group, including those who are also Controlling
Shareholders or Associates of such Controlling Shareholders, shall not require
Shareholders approval.
156
SOG ESOS
2.
Scheme administration
The SOG ESOS shall be administered by our Remuneration Committee, which has powers
to determine, inter alia, the following:
(a)
(b)
(c)
Our Remuneration Committee may consist of Directors (including Directors or persons who
may be participants of the SOG ESOS). A member of our Remuneration Committee who is
also a participant of the SOG ESOS must not be involved in its deliberation in respect of
Options granted or to be granted to him. Please refer to the section titled Corporate
Governance of this Offer Document.
3.
4.
Maximum entitlements
The aggregate number of Shares comprised in any Options to be offered to a grantee shall
be determined at the absolute discretion of our Remuneration Committee, which shall take
into account (where applicable) criteria such as rank, past performance, years of service and
potential for future development of that grantee.
157
SOG ESOS
5.
6.
Grant of Options
Under the rules of the SOG ESOS, there are no fixed periods for the grant of Options. As
such, offers of the grant of Options may be made at any time from time to time at the
discretion of our Remuneration Committee. However, no Option shall be granted during the
period of 30 days immediately preceding the date of announcement of our Companys interim
or final results (as the case may be). In addition, in the event that an announcement on any
matter of an exceptional nature involving unpublished price sensitive information is
imminent, offers may only be made on or after the third market day from the date on which
the aforesaid announcement is made.
7.
Termination of Options
Special provisions in the rules of the SOG ESOS deal with the lapse or earlier exercise of
Options in circumstances which include the termination of the participants employment in
our Group, the bankruptcy of the participant, the death of the participant, a take-over of our
Company, and the winding-up of our Company.
8.
Acceptance of Options
The grant of Options shall be accepted within 30 days from the date of the offer. Offers of
Options made to grantees, if not accepted before the closing date, will lapse. Upon
acceptance of the offer, the grantee must pay our Company a consideration of S$1.00.
9.
158
SOG ESOS
The financial effects of the above methods are discussed below.
Shares arising from the exercise of Options are subject to the provisions of the Memorandum
and Articles of our Company. Shares allotted and issued, and existing Shares procured by
our Company for transfer, upon the exercise of an Option shall rank pari passu in all respects
with the then existing issued Shares, save for any dividends, rights, allotments or
distributions, the record date (Record Date) for which is prior to 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 (as the case may be).
10. Duration of the SOG ESOS
The SOG ESOS shall continue in operation for a maximum duration of ten (10) years and
may be continued for any further period thereafter with the approval of our Shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be
required.
11.
Firstly, where it is considered more effective to reward and retain talented Employees by way
of a discounted price Option rather than a market price Option. This is to reward the
outstanding performers who have contributed significantly to our Groups performance and
the discounted price Option serves as additional incentives to such group Employees.
Options granted by our Company on the basis of market price may not be attractive and
realistic in the event of an overly buoyant market and inflated share prices. Hence, during
such period, the ability to offer such Options at a discount would allow our Company to grant
159
SOG ESOS
Options on a more realistic and economically feasible basis. Furthermore, options granted at
a discount will give an opportunity to group Employees to realise some tangible benefits even
if external events cause the share price to remain largely static.
(b)
(c)
Thirdly, where due to speculative forces and having regard to the historical performance of
the Share price, the market price of the Shares at the time of the grant of the Options may
not be reflective of financial performance indicators such as return on equity and/or earnings
growth.
Our Remuneration Committee will have the absolute discretion to grant Options where the
exercise price is discounted, to determine the level of discount (subject to a maximum discount of
20% of the Market Price) and the grantees to whom, and the Options to which, such discount in
the exercise price will apply provided that our Shareholders in general meeting shall have
authorised, in a separate resolution, the making of offers and grants of Options under the SOG
ESOS at a discount not exceeding the maximum discount as aforesaid.
In deciding whether to give a discount and the quantum of such discount (subject to the aforesaid
limit), our Remuneration Committee will have regard to the financial and other performance of our
Company and our Group, the years of service and individual performance of the grantee, the
contribution of the grantee to the success and development of our Group and the prevailing
market conditions.
Our Company may also grant Options without any discount to the market price. Additionally, our
Company may, if it deems fit, impose conditions on the exercise of the Options (whether such
Options are granted at the market price or at a discount to the market price), such as restricting
the number of Shares for which the Option may be exercised during the initial years following its
vesting.
Rationale for participation of Executive Directors and Employees of our associated
companies and Non-executive Directors (including our Independent Directors) of our
Group in the SOG ESOS
The extension of the SOG ESOS to Executive Directors and Employees of our associated
companies and Non-executive Directors (including our Independent Directors) of our Group
allows our Group to have a fair and equitable system to reward Directors and Employees who
have made and who continue to make significant contributions to the long-term growth of our
Group.
160
SOG ESOS
We believe that the SOG ESOS will also enable us to attract, retain and provide incentives to its
participants to achieve higher standards of performance as well as encourage greater dedication
and loyalty by enabling our Company to give recognition to past contributions and services as well
as motivating participants generally to contribute towards the long-term growth of our Group.
Although the Non-executive Directors are not involved in the day-to-day running of our Groups
business, they nonetheless play an invaluable role in furthering the business interests of our
Group by contributing their experience and expertise. The participation by the Non-executive
Directors in the SOG ESOS will provide our Company with a further avenue to acknowledge and
recognise their services and contributions to our Group as it may not always be possible to
compensate them fully or appropriately by increasing the directors fees or other forms of cash
payment.
In order to minimise any potential conflicts of interest and not to compromise the independence
of the Non-executive Directors, our Company intends to grant only a nominal number of Options
under the SOG ESOS to such Non-executive Directors.
Rationale for participation of Controlling Shareholders and their Associates in the SOG
ESOS
Although the Controlling Shareholders and their Associates already have shareholding interests
in our Company, our Directors are of the view that they should be provided an opportunity to
participate in the SOG ESOS as they have contributed significantly to the growth and performance
of our Group, and the opportunity to participate therein will further motivate and encourage them
to continue expending great energies towards the success of our Group. Options, unlike cash
bonuses, will additionally encourage such Controlling Shareholders and their Associates to take
a long term view of our Group, and will motivate them towards improving the return on equity as
this will affect the amount of benefit that they will ultimately derive from their participation in the
SOG ESOS. It is in the long-term interests of our Company to ensure that these Controlling
Shareholders and their Associates who are actively contributing to our Group be incentivised to
remain in and contribute to the growth and development of our Group. Their continued contribution
will benefit the Group.
As at the Latest Practicable Date, our Executive Chairman, Dr. Lee Keen Whye, and our Executive
Director, Dr. Heng Tung Lan, are the only Controlling Shareholders of our Company. Our CAO, Ms.
Heng Tong Bwee, is the sister of Dr. Heng Tung Lan, and is an Associate of Dr. Heng Tung Lan.
Specific approval for Ms. Heng Tong Bwee has been sought and obtained for her participation in
the SOG ESOS at the EGM held on [] May 2015.
Ms. Heng Tong Bwee is the CAO of our Company, and oversees, maintains and enhances the
administrative structure of the Group, including the supervision and management of the staff of the
Group, and the planning and implantation of various administrative systems of the Group. She has
been with our Group since the incorporation of our Company.
Our Directors believe that Ms. Heng Tong Bwee has been pivotal to our Groups success, and that
there is substantial potential future contribution that may be made by her.
Currently, Dr. Heng Tung Lan and Dr. Lee Keen Whye will not be participating in the SOG ESOS.
Any participation by Dr. Heng Tung Lan, Dr. Lee Keen Whye and/or Ms. Heng Tong Bwee in the
SOG ESOS, and each grant thereunder, will require specific prior approval of independent
Shareholders in a general meeting by way of a separate resolution.
161
SOG ESOS
Financial effects of the SOG ESOS
The SOG ESOS will increase our issued share capital to the extent of the new Shares that will be
issued and allotted pursuant to the exercise of Options. Under the Financial Reporting Standard
102 on Share-based Payment (FRS 102), the fair value of employee services received in
exchange for the grant of the Options would be recognised as an expense. For equity-settled
share-based payment transactions, the total amount to be expensed in the income statement over
the vesting period is determined by reference to the fair value of each Options granted at the grant
date and the number of Options vested by vesting date, with a corresponding increase in equity.
Before the end of the vesting period, at each balance sheet date, the entity revises its estimates
of the number of Options that are expected to vest by the vesting date and recognises the impact
of this revision in the income statement with a corresponding adjustment to equity. After the
vesting date, no adjustment to the income statement would be made. The proceeds net of any
directly attributable transaction costs are credited to the share capital when the Options are
exercised.
During the vesting period, the consolidated earnings per share would be reduced by both the
expenses recognised and the potential ordinary shares to be issued under the share Option
scheme. When the Options are exercised, the consolidated NTA will be increased by the amount
of cash received for exercise of the Options. On a per share basis, the effect is accretive if the
exercise price is above the net tangible assets per share but dilutive otherwise.
There will be no cash outlay expended by us at the time of grant of such Options as compared to
the payment of cash bonuses. However, as Shareholders may be aware, any Options granted to
subscribe for new shares (whether the exercise price is set at the market price of the shares at
the date of grant or otherwise) have a fair value at the time of grant. The fair value of an Option
is an estimate of the amount that a willing buyer would pay a willing seller for the Option on the
grant date. Options are granted to participants at a nominal consideration of S$1.00. Insofar as
such Options are granted at a consideration that is less than their fair value at the time of grant,
there will be a cost to our Company in that we will receive from the participant upon the grant of
the Option a consideration that is less than the fair value of the Option.
The following sets out the financial effects of the SOG ESOS.
(a)
Share capital
The SOG ESOS will result in an increase in our Companys issued share capital when new
Shares are issued to participants. The number of new Shares issued will depend on, inter
alia, the size of the Options granted under the SOG ESOS. Whether and when the Options
granted under the SOG ESOS will be exercised will depend on the exercise price of the
Options, when the Options will vest as well as the prevailing trading price of the Shares. In
any case, the SOG ESOS provides that the number of Shares to be issued or transferred
under the SOG ESOS, when aggregated with the aggregate number of Shares over which
Options or awards are granted under any other share Option schemes or share schemes of
our Company, will be subject to the maximum limit of 15% of our Companys total number of
issued Shares (excluding Shares held by our Company as treasury shares) from time to time.
If instead of issuing new Shares to participants, existing Shares are purchased for delivery
to participants, the SOG ESOS will have no impact on our Companys issued share capital.
162
SOG ESOS
(b)
NTA
As described in paragraph (c) below on EPS, the grant of Options will be recognised as an
expense, the amount of which will be computed in accordance with FRS 102. When new
Shares are issued pursuant to the exercise of Options, there would be no effect on the NTA
due to the offsetting effect of expenses recognised and the increase in share capital.
However, if instead of issuing new Shares to participants, existing Shares are purchased for
delivery to participants, the NTA would be impacted by the cost of the Shares purchased.
(c)
EPS
Without taking into account earnings that may be derived by our Company from the use of
the proceeds from the issuance of Shares pursuant to the exercise of Options granted under
the SOG ESOS, any new Shares issued pursuant to any exercise of the Options will have a
dilutive impact on our Companys EPS.
(d)
Dilutive impact
The issuance of new Shares under the SOG ESOS will have a dilutive impact on our
consolidated EPS.
We have made an application to the SGX-ST for permission to deal in and for quotation of the
Option Shares which may be issued upon the exercise of the Options to be granted under the SOG
ESOS. The approval of the SGX-ST is not to be taken as an indication of the merits of our
Company, our subsidiaries, our Shares, the New Shares, the Option Shares or the Award Shares.
163
SOG PSP
On [] May 2015, our Shareholders approved a share scheme known as the SOG performance
share plan (the SOG PSP), the rules of which are set out in Appendix G of this Offer Document.
The SOG PSP complies with the relevant rules as set out in Chapter 8 of the Listing Manual.
Rationale for the SOG PSP
Our Directors have implemented the SOG PSP to increase our Companys flexibility and
effectiveness in its continuing efforts to reward, retain and motivate Employees and Non-executive
Directors to achieve increased performance. Our Directors believe that, in addition to the SOG
ESOS, the plan will further strengthen our Companys competitiveness in attracting and retaining
superior local and foreign talent.
The SOG PSP allows our Company to target specific performance objectives and to provide an
incentive for participants to achieve these targets. Our Directors believe that the plan will provide
our Company with a flexible approach to provide performance incentives to our staff and
Non-executive Directors and, consequently, to improve performance and achieve sustainable
growth for our Company in the changing business environment, and to foster a greater ownership
culture amongst key senior management, senior executives and Non-executive Directors.
Operation of the SOG PSP
Awards granted under the SOG PSP will be principally performance-based, incorporating an
element of stretched targets for senior executives and significantly stretched targets for key senior
management and Non-executive Directors aimed at delivering long-term Shareholder value.
The SOG PSP uses methods fairly common among major local and multinational companies to
incentivise and motivate senior executives and key senior management to achieve predetermined
targets which create and enhance economic value for Shareholders. Our Company believes that
the SOG PSP will be an effective tool in motivating senior executives, key senior management and
Non-executive Directors to work towards stretched goals.
The SOG PSP contemplates the award of fully paid Shares, when and after pre-determined
performance or service conditions are accomplished.
A participants award under the SOG PSP will be determined at the sole discretion of our
Remuneration Committee. In considering an award to be granted to a participant who is an
Employee, our Remuneration Committee may take into account, inter alia, the participants
capability, creativity, entrepreneurship, innovativeness, scope of responsibility and skills set. In
considering an award to be granted to a participant who is a Non-executive Director, our
Remuneration Committee may take into account, inter alia, the services and contributions made
to the growth of our Group, attendance and participation in meetings and the years of service.
Awards granted under the SOG PSP are principally performance-based with performance targets
to be set over a performance period and may vary from one performance period to another
performance period and from one grant to another grant. Performance targets set by our
Remuneration Committee are intended to be based on medium-term corporate objectives
covering market competitiveness, quality of returns, business growth and productivity growth.
Such performance targets and performance periods will be set according to the specific roles of
each participant, and may differ from participant to participant. The performance targets are
stretched targets aimed at sustaining long-term growth. These targets will be tied in with our
Companys corporate key performance indicators.
164
SOG PSP
Currently, it is envisaged that only key Executive Directors and Executive Officers may be granted
awards under the SOG PSP which will have certain of their performance targets that are market
conditions, such as performance of our Companys share price during the performance period.
This is because key Executive Directors and Executive Officers are responsible in formulating,
driving and executing our Groups strategy which is one of the factors affecting a companys
market valuation.
Examples of non-market performance targets which may be included as a performance target for
a grant of award include, inter alia, profitability of a particular construction project of our Group,
safety record of a construction project of our Group and completion of construction projects in
accordance with the project schedule.
Under the SOG PSP, participants are encouraged to continue serving our Group beyond the
achievement date of the pre-determined performance targets. Our Remuneration Committee has
the discretion to impose a further vesting period after the performance period to encourage the
participant to continue serving our Group for a further period of time.
Maximum Limits on Shares
In order to reduce the dilutive impact of the SOG PSP, the maximum number of Shares issuable
or to be transferred by our Company under the SOG PSP, when aggregated with the aggregate
number of Shares over which Options or awards are granted under any other share option
schemes or share schemes of our Company, will be 15% of our Companys total number of issued
Shares (excluding Shares held by our Company as treasury shares) from time to time.
Summary of the SOG PSP
A summary of the rules of the SOG PSP is set out as follows:
1.
Eligibility
Executive Directors and Employees of our Group and our associated companies who have
attained the age of twenty-one (21) years and hold such rank as may be designated by our
Remuneration Committee from time to time, and Non-executive Directors (including our
Independent Directors) of our Group, shall be eligible to participate in the SOG PSP. For this
purpose, a company is our associated company if we and/or our subsidiaries hold at least
20% but not more than 50% of the issued shares in that company and provided our Company
has control (as defined in the Listing Manual) over the associated company.
Controlling Shareholders of our Company or Associates of such Controlling Shareholders are
also eligible to participate in the SOG PSP, subject to independent approval for each grant
to such a person.
Successful applicants for the New Shares under the offering, by subscribing for such shares,
agree that the participation by Controlling Shareholders of our Company or Associates of
such Controlling Shareholders, shall not require Shareholders approval.
165
SOG PSP
2.
Awards
Awards represent the right of a participant to receive fully paid Shares free of charge,
provided that certain prescribed performance targets (if any) are met and upon expiry of the
prescribed performance period.
Shares which are allotted and issued or transferred to a participant pursuant to the release
of an award shall not be transferred, charged, assigned, pledged or otherwise disposed of,
in whole or in part, during a specified period (as prescribed by our Remuneration Committee
in the award letter), except to the extent approved by our Remuneration Committee.
3.
Participants
The selection of a participant and the number of Shares which are the subject of each award
to be granted to a participant in accordance with the SOG PSP shall be determined at the
absolute discretion of our Remuneration Committee, which shall take into account criteria
such as his rank, job performance, creativity, innovativeness, entrepreneurship, years of
service and potential for future development, his contribution to the success and
development of our Group and, if applicable, the extent of effort and resourcefulness
required to achieve the performance target(s) within the performance period.
4.
Details of Awards
Our Remuneration Committee shall decide, in relation to each award to be granted to a
participant:
(a)
(b)
(c)
the performance target(s) and the performance period during which such performance
target(s) are to be satisfied, if any;
(d)
the extent to which Shares, which are the subject of that award, shall be released on
each prescribed performance target(s) being satisfied (whether fully or partially) or
exceeded or not being satisfied, as the case may be, at the end of the performance
period; and
(e)
any other condition which our Remuneration Committee may determine in relation to
that award.
Our Remuneration Committee may consist of Directors (including Directors or persons who
may be participants of the SOG PSP). A member of our Remuneration Committee who is also
a participant of the SOG PSP must not be involved in its deliberation in respect of awards
granted or to be granted to him.
166
SOG PSP
5.
Timing
While our Remuneration Committee has the discretion to grant awards at any time in the
year, it is currently anticipated that awards would in general be made once a year. An award
letter confirming the award and specifying, inter alia, the number of Shares which are the
subject of the award, the prescribed performance target(s), the performance period during
which the prescribed performance target(s) are to be attained or fulfilled and the schedule
setting out the extent to which Shares will be released on satisfaction of the prescribed
performance target(s), will be sent to each participant as soon as reasonably practicable
after the making of an award.
6.
(b)
the participant ceasing to be in the employment of our Group for any reason whatsoever
(other than as specified in paragraph (e) below);
(c)
an order being made or a resolution passed for the winding-up of our Company on the
basis, or by reason, of its insolvency;
(d)
the bankruptcy of a participant or the happening of any other event which results in his
being deprived of the legal or beneficial ownership of the award;
(e)
ill health, injury or disability (in each case, evidenced to the satisfaction of our
Remuneration Committee);
(2)
redundancy;
(3)
(4)
retirement before the legal retirement age with the consent of our Remuneration
Committee;
(5)
(6)
(f)
(g)
SOG PSP
Upon the occurrence of any of the events specified in paragraphs (a), (b) and (c), an award
then held by a participant shall, subject as provided in the rules of the SOG PSP and to the
extent not yet released, immediately lapse without any claim whatsoever against our
Company.
Upon the occurrence of any of the events specified in paragraphs (d), (e) and (f) above, our
Remuneration Committee may, in its absolute discretion, preserve all or any part of any
award and decide either to vest some or all of the Shares which are the subject of the award
or to preserve all or part of any award until the end of the relevant performance period. In
exercising its discretion, our Remuneration Committee will have regard to all circumstances
on a case-by-case basis, including (but not limited to) the contributions made by that
participant and, in the case of performance-related awards, the extent to which the
applicable performance conditions and targets have been satisfied.
Upon the occurrence of the events specified in paragraph (g) above, our Remuneration
Committee will consider, at its discretion, whether or not to release any award, and will take
into account all circumstances on a case-by-case basis, including (but not limited to) the
contributions made by that participant. If our Remuneration Committee decides to release
any award, then in determining the number of Shares to be vested in respect of such award,
our Remuneration Committee will have regard to the proportion of the performance period
which has elapsed and the extent to which the applicable performance conditions and targets
have been satisfied.
7.
8.
168
SOG PSP
The financial effects of the above methods are discussed below.
New Shares allotted and issued and existing Shares procured by our Company for transfer
on the release of an award shall be eligible for all entitlements, including dividends or other
distributions declared or recommended in respect of the then existing Shares, the record
date for which is on or after the relevant date of issue or, as the case may be, delivery, and
shall in all other respects rank pari passu with other existing Shares then in issue.
Our Remuneration Committee shall have the discretion to determine whether the
performance condition has been satisfied (whether fully or partially) or exceeded and in
making any such determination, our Remuneration Committee shall have the right to make
computational adjustments to the audited results of our Company or our Group, to take into
account such factors as our Remuneration Committee may determine to be relevant, such as
changes in accounting methods, taxes and extraordinary events, and further, the right to
amend the performance target(s) if our Remuneration Committee decides that a changed
performance target would be a fairer measure of performance.
9.
Adjustment events
If a variation in the issued ordinary share capital of our Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation or
distribution, or otherwise) shall take place, then:
(a)
the class and/or number of Shares which are the subject of an award to the extent not
yet vested; and/or
(b)
the class and/or number of Shares over which future awards may be granted under the
SOG PSP,
169
SOG PSP
period when a share purchase mandate granted by Shareholders (including any renewal of
such mandate) is in force shall not normally be regarded as a circumstance requiring
adjustment, unless our Remuneration Committee considers an adjustment to be appropriate.
Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by
our Companys auditors (acting only as experts and not as arbitrators) to be, in their opinion,
fair and reasonable.
2.
170
SOG PSP
Rationale for participation of Controlling Shareholders and their Associates in the SOG
PSP
Although the Controlling Shareholders and their Associates already have shareholding interests
in our Company, our Directors are of the view that they should be provided an opportunity to
participate in the SOG PSP as they have contributed significantly to the growth and performance
of our Group, and the opportunity to participate therein will further motivate and encourage them
to continue expending great energies towards the success of our Group. Awards will additionally
encourage such Controlling Shareholders and their Associates to achieve performance targets as
this will affect the amount of benefit that they will ultimately derive from their participation in the
SOG PSP. It is in the long-term interests of our Company to ensure that these Controlling
Shareholders and their Associates who are actively contributing to our Group be incentivised to
remain in and contribute to the growth and development of our Group. Their continued contribution
will benefit the Group.
As at the Latest Practicable Date, our Executive Chairman, Dr. Lee Keen Whye, and our Executive
Director, Dr. Heng Tung Lan, are the only Controlling Shareholders of our Company. Our CAO, Ms.
Heng Tong Bwee, is the sister of Dr. Heng Tung Lan, and is an Associate of Dr. Heng Tung Lan.
Specific approval for Ms. Heng Tong Bwee has been sought and obtained for her participation in
the SOG PSP at the EGM held on [] May 2015.
Ms. Heng Tong Bwee is the CAO of our Company, and oversees, maintains and enhances the
administrative structure of the Group, including the supervision and management of the staff of the
Group, and the planning and implantation of various administrative systems of the Group. She has
been with our Group since the incorporation of our Company.
Our Directors believe that Ms. Heng Tong Bwee has been pivotal to our Groups success, and that
there is substantial potential future contribution that may be made by her.
Currently, Dr. Heng Tung Lan and Dr. Lee Keen Whye will not be participating in the SOG PSP.
Any participation by Dr. Heng Tung Lan, Dr. Lee Keen Whye and/or Ms. Heng Tong Bwee in the
SOG PSP, and each grant thereunder, will require specific prior approval of independent
Shareholders in a general meeting by way of a separate resolution.
Financial effects of the SOG PSP
The SOG PSP is considered a share-based payment that falls under FRS 102 where participants
will receive Shares and the awards would be accounted for as equity-settled share-based
transactions, as described in the following paragraphs.
The fair value of employee services received in exchange for the grant of the awards would be
recognised as a charge to the income statement over the period between the grant date and the
vesting date of an award. The fair value per share of the awards granted will be determined using
an option pricing model. The significant inputs into the option pricing model will include, inter alia,
the share price as at the date of grant of the award, the risk free interest rate, the vesting period,
volatility of the share and dividend yield. The total amount of the charge over the vesting period
is determined by reference to the fair value of each award granted at the grant date and the
number of Shares vested at the vesting date, with a corresponding credit to the reserve account.
Before the end of the vesting period, at each accounting year end, the estimate of the number of
171
SOG PSP
awards that are expected to vest by the vesting date is revised, and the impact of the revised
estimate is recognised in the income statement with a corresponding adjustment to the reserve
account. After the vesting date, no adjustment to the charge to the income statement is made.
The amount charged to the income statement also depends on whether or not the performance
target attached to an award is measured by reference to the market price of the Shares. This is
known as a market condition. If the performance target is a market condition, the probability of the
performance target being met is taken into account in estimating the fair value of the award
granted at the grant date, and no adjustments to the amounts charged to the income statement
are made whether or not the market condition is met. However, if the performance target is not a
market condition, the fair value per share of the awards granted at the grant date is used to
compute the amount to be charged to the income statement at each accounting date, based on
an assessment by our Financial Controller at that date of whether the non-market conditions
would be met to enable the awards to vest. Thus, where the vesting conditions do not include a
market condition, there would be no cumulative charge to the income statement if the awards do
not ultimately vest.
The following sets out the financial effects of the SOG PSP.
(a)
Share capital
The SOG PSP will result in an increase in our Companys issued share capital when new
Shares are issued to participants. The number of new Shares issued will depend on, inter
alia, the size of the awards granted under the SOG PSP. In any case, the SOG PSP provides
that the number of Shares to be issued or transferred under the SOG PSP, when aggregated
with the aggregate number of Shares over which options are granted under any other share
option schemes of our Company, will be subject to the maximum limit of 15% of our
Companys total number of issued Shares (excluding Shares held by our Company as
treasury shares) from time to time. If instead of issuing new Shares to participants, existing
Shares are purchased for delivery to participants, the SOG PSP will have no impact on our
Companys issued share capital.
(b)
NTA
As described in paragraph (c) below on EPS, the SOG PSP is likely to result in a charge to
our Companys income statement over the period from the grant date to the vesting date of
the awards. The amount of the charge will be computed in accordance with FRS 102. When
new Shares are issued under the SOG PSP, there would be no effect on the NTA due to the
offsetting effect of expenses recognised and the increase in share capital. However, if
instead of issuing new Shares to participants, existing Shares are purchased for delivery to
participants, the NTA would be impacted by the cost of the Shares purchased. It should be
noted that the delivery of Shares to participants under the SOG PSP will generally be
contingent upon the eligible participants meeting prescribed performance targets and
conditions.
(c)
EPS
The SOG PSP is likely to result in a charge to earnings over the period from the grant date
to the vesting date, computed in accordance with FRS 102.
172
SOG PSP
It should again be noted that the delivery of Shares to participants of the SOG PSP will
generally be contingent upon the participants meeting the prescribed performance targets
and conditions.
(d)
Dilutive impact
The issuance of new Shares under the SOG PSP will have a dilutive impact on our
consolidated EPS.
We have made an application to the SGX-ST for permission to deal in and for quotation of the
Award Shares which may be issued upon the release of the share awards to be granted under the
SOG PSP. The approval of the SGX-ST is not to be taken as an indication of the merits of our
Company, our subsidiaries, our Shares, the New Shares, the Option Shares or the Award Shares.
Disclosures in Annual Reports
Our Company will make such disclosures in our annual report for so long as the SOG ESOS or
SOG PSP continues in operation as from time to time required by the Listing Manual including the
following (where applicable):
(a)
the names of the members of our Remuneration Committee administering the SOG ESOS
and SOG PSP;
(b)
in respect of the following participants of the SOG ESOS and SOG PSP:
(i)
(ii)
(iii) participants (other than those in paragraph (i) and (ii) above) who have received Shares
pursuant to the exercise of options under the SOG ESOS and release of awards granted
under the SOG PSP which, in aggregate, represent 5% or more of the aggregate of the
total number of Shares available under the SOG ESOS or SOG PSP,
the following information:
(1)
in the case of the SOG ESOS, the information required in the table below; and
Name of
participant
(2)
Options granted
during financial
year under review
(including terms)
Aggregate
options granted
since
commencement
of the SOG
ESOS to end of
financial year
under review
Aggregate
options
exercised since
commencement
of the SOG
ESOS to end of
financial year
under review
Aggregate
options
outstanding as
at end of
financial year
under review
in the case of the SOG PSP, the name of the participant and the number of new Shares
issued and the number of existing Shares transferred to such participant during the
financial year under review;
173
SOG PSP
(c)
(d)
in respect of the SOG ESOS, the number and proportion of options granted at the following
discounts to the market price in the financial year under review:
(i)
(ii)
options granted at between 10% but not more than 20% discount; and
the
(ii)
the aggregate number of Shares comprised in awards which have vested during the
financial year under review and in respect of such awards, the proportion of new Shares
issued and existing Shares transferred (and where existing Shares were purchased for
delivery, the range of prices at which such Shares were purchased) upon the release of
the vested awards; and
(iii) the aggregate number of Shares comprised in awards which have not been released as
at the end of the financial year under review.
174
CORPORATE GOVERNANCE
The Directors recognise the importance of corporate governance and the offering of high
standards of accountability to our Shareholders.
Our Board has formed three (3) committees: (i) the Nominating Committee; (ii) the Remuneration
Committee; and (iii) the Audit Committee. In addition, we have appointed Mr. Christopher Chong
Meng Tak as our Lead Independent Director. As Lead Independent Director, he is the contact
person for Shareholders in situations where there are concerns or issues which communication
with our Executive Chairman, CEO, and/or FC has failed to resolve or where such communication
is inappropriate.
Nominating Committee
Our Nominating Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.
Christopher Chong Meng Tak. The Chairman of the Nominating Committee is Mr. Chan Heng
Toong.
Our Nominating Committee will be responsible for:
(a)
reviewing and recommending the nomination or re-nomination of our Directors having regard
to our Directors contribution and performance;
(b)
(c)
(d)
deciding whether or not a Director is able to and has been adequately carrying out his duties
as a director; and
(e)
reviewing and approving any new employment of related persons and the proposed terms of
their employment.
The Nominating Committee will decide how our Boards performance is to be evaluated and
propose objective performance criteria, subject to the approval of our Board, which addresses
how our Board has enhanced long-term Shareholders value. Our Board will also implement a
process to be carried out by the Nominating Committee for assessing the effectiveness of our
Board as a whole and for assessing the contribution of each individual Director to the
effectiveness of our Board. Each member of the Nominating Committee shall abstain from voting
on any resolutions in respect of the assessment of his performance or re-nomination as Director.
Remuneration Committee
Our Remuneration Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.
Christopher Chong Meng Tak. The Chairman of the Remuneration Committee is Mr. Christopher
Chong Meng Tak.
Our Remuneration Committee will recommend to our Board a framework of remuneration for our
Directors and Executive Officers, and determine specific remuneration packages for each
Executive Director. The recommendations of our Remuneration Committee should be submitted
for endorsement by the entire Board. All aspects of remuneration, including but not limited to
175
CORPORATE GOVERNANCE
directors fees, salaries, allowances, bonuses and other benefits-in-kind shall be covered by our
Remuneration Committee. Each member of the Remuneration Committee shall abstain from
voting on any resolutions in respect of his remuneration package.
The remuneration of all the specialist medical practitioners and related Employees will be
reviewed annually by our Remuneration Committee to ensure that their remuneration packages
are in line with our staff remuneration guidelines and commensurate with their respective job
scopes and level of responsibilities. Any bonuses, pay increases and/or promotions for these
related Employees will also be subject to the review and approval of our Remuneration
Committee. In the event that a member of our Remuneration Committee is related to the Employee
under review, he will abstain from participating in the review.
Audit Committee
Our Audit Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.
Christopher Chong Meng Tak. The Chairman of the Audit Committee is Mr. Christopher Chong
Meng Tak. Our Directors recognise the importance of corporate governance and the offering of
high standards of accountability to the Shareholders of our Company.
Our Audit Committee does not have any existing business or professional relationship of a
material nature with our Group, our Directors or Substantial Shareholders.
Our Audit Committee will assist our Board of Directors in discharging their responsibility to
safeguard our assets, maintain adequate accounting records and develop and maintain effective
systems of internal control, with the overall objective of ensuring that our management creates
and maintains an effective control environment in our Group.
Our Audit Committee will provide a channel of communication between our Board of Directors, our
management and our external auditors on matters relating to audit.
Our Audit Committee shall meet periodically to perform the following functions:
(a)
review with the external auditors the audit plans, their evaluation of the system of internal
controls, their audit report, their management letter and our managements response;
(b)
review with the internal auditors the internal audit plans and their evaluation of the adequacy
of our internal control and accounting system before submission of the results of such review
to our Board for approval prior to the incorporation of such results in our annual report (where
necessary);
(c)
review the internal control and procedures and ensure coordination between the external
auditors and our management, and review the assistance given by our management to the
external auditors, and discuss problems and concerns, if any, arising from the interim and
final audits, and any matters which the external auditors may wish to discuss (in the absence
of our management where necessary);
(d)
(e)
review the half yearly and annual, and quarterly if applicable, financial statements and
results announcements before submission to our Board for approval, focusing in particular,
on changes in accounting policies and practices, major risk areas, significant adjustments
resulting from the audit, the going concern statement, compliance with accounting standards
as well as compliance with any stock exchange and statutory/regulatory requirements;
176
CORPORATE GOVERNANCE
(f)
review and discuss with the external and internal auditors any suspected fraud or irregularity,
or suspected infringement of any relevant laws, rules or regulations, which has or is likely to
have a material impact on our Groups operating results or financial position, and our
managements response;
(g)
consider the appointment or re-appointment of the external auditors and matters relating to
resignation or dismissal of the external auditors;
(h)
review transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing
Manual (if any);
(i)
review potential conflicts of interests (if any) and to set out a framework to resolve or mitigate
any potential conflicts of interest;
(j)
review the effectiveness and adequacy of our administrative, operating, internal accounting
and financial control procedures;
(k)
review our key financial risk areas, with a view to providing an independent oversight on our
Groups financial reporting, the outcome of such review to be disclosed in the annual reports
or if the findings are material, immediately announced via SGXNET;
(l)
undertake such other reviews and projects as may be requested by our Board and report to
our Board its findings from time to time on matters arising and requiring the attention of our
Audit Committee;
(m) generally to undertake such other functions and duties as may be required by statute or the
Listing Manual, and by such amendments made thereto from time to time;
(n)
review arrangements by which our staff may, in confidence, raise concerns about possible
improprieties in matters of financial reporting and to ensure that arrangements are in place
for the independent investigations of such matter and for appropriate follow-up; and
(o)
review our Groups compliance with such functions and duties as may be required under the
relevant statutes or the Listing Manual, including such amendments made thereto from time
to time.
Apart from the duties listed above, our Audit Committee shall commission and review the findings
of internal investigations into matters where there is any suspected fraud or irregularity, or failure
of internal controls or suspected infringement of any law, rule or regulation of the jurisdictions in
which our Group operates, which has or is likely to have a material impact on our Companys
operating results and/or financial position. In the event that a member of our Audit Committee is
interested in any matter being considered by our Audit Committee, he will abstain from reviewing
and deliberating on that particular transaction or voting on that particular resolution.
After our admission to Catalist, internal audit on the operational areas of our Group will continue
to be audited by our internal medical audit team of our Company and the internal audit of the
financial and compliance areas of our Group will continue to be conducted by third party internal
control advisors. The internal medical audit team and the appointed third party internal control
advisors shall report its audit findings directly to our Audit Committee. Such internal audit are likely
to continue, for monitoring reasons, even after the Audit Committee is satisfied that our Groups
internal controls are robust and effective enough to mitigate our Groups internal control
weaknesses (if any). Currently, our Board, with the concurrence of our Audit Committee, based on
177
CORPORATE GOVERNANCE
the internal controls established and maintained by our Group, work performed by the internal and
external auditors, and reviews by our Board and our Audit Committee, is of the view that we have
adequate and effective risk management and internal control systems, including financial,
operational, compliance and informational technology controls. In the event and prior to the
decommissioning of such an internal audit, our Board is required to report to the SGX-ST and the
Sponsor, Issue Manager, Underwriter and Placement Agent on how the key internal control
weaknesses have been rectified, and the basis for the decision to decommission the internal
control audit. Thereafter, such audits may be initiated by the Audit Committee as and when it
deems fit to satisfy itself that our Groups internal controls remain robust and effective. Upon
completion of the internal control audit, appropriate disclosure must be made via SGXNET on any
material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our
Board.
Our Audit Committee and the Sponsor, Issue Manager, Underwriter and Placement Agent have (a)
conducted an interview with Mr. Eric Choo, our FC; (b) considered his qualifications and past
working experience, which is set out in the section titled Directors, Executive Officers and
Employees Executive Officers of this Offer Document; and (c) not received negative feedback
from our Auditors and Reporting Accountants. As such, our Audit Committee and the Sponsor,
Issue Manager, Underwriter and Placement Agent are of the view that Mr. Eric Choo is suitable for
the position of FC of our Group.
Our Audit Committee has made all reasonable enquiries and to the best of their knowledge and
belief, nothing has come to the attention of the members of our Audit Committee to cause them
to believe that Mr. Eric Choo does not have the competence, character and integrity expected of
a FC of a listed issuer.
POLICIES
Our Board has put in place the following policies.
The SOG Values
The SOG Values are based upon a number of important principles and capture qualities that
each Employee is encouraged to embody as an essential part of our success:
Vision & Passion you need goals and you need to want to achieve them
Giving something back to society this includes promoting ourselves and others as
sustainable businesses
It is a cornerstone of our ethos that our Group is a meritocracy, where all Employees are
recognised and rewarded on the basis of their performance, effort, contribution and achievements.
Our Group does not discriminate on the basis of gender, disability, genetics, nationality,
pregnancy, race, religion, sexuality or otherwise.
178
CORPORATE GOVERNANCE
It is also a cornerstone of our ethos that our Group gives back something to the society in which
it operates and lives. This may be in the form of services, monies and ideas.
Last but not least, our Group believes that actions speak louder than words and to this end, our
Directors will start each financial year by formulating non-financial key performance indicators that
our Group will seek to meet.
SOG Code of Ethics
Our Group and our Board seek to conduct our business in an ethical manner and in compliance
with best practices. As a result, we have developed a code of ethics that we expect to continue
to refine with various stakeholders (the Code of Ethics). The underlying principle of the Code
of Ethics is that we expect our management and our staff to act with integrity towards those with
whom we have business dealings, to the people in the society where we do business and towards
each other. The Code of Ethics is over and above the SMC Ethical Code and is designed to cover
areas not covered by the SMC Ethical Code, especially in the business and finance dealings of
our Group. The Code of Ethics outlines how this principle is to be applied. Our systems and
processes are based on:
management and staff understanding that they are responsible and accountable for their own
actions;
dealing honestly towards our investors, patients and customers, subcontractors, suppliers
and other stakeholders, and not engaging in misleading or deceptive conduct;
treating all persons with dignity and in a manner that provides equal access and/or
opportunity to all and which prevents harassment or discrimination;
respecting and complying with all applicable laws, regulations and local customs relating to
behavioural and ethical practices, including consumer protection, trade practices, local
social norms and operational health & safety matters; and
where possible avoiding conflicts of interest and where not possible having adequate
disclosure and obtaining the required approvals.
law abiding;
socially acceptable;
strive to find a fair balance between capital and labour, so that workers receive fair
compensation for their work; and
179
CORPORATE GOVERNANCE
strive to find a fair balance between what is taken from the society and what is given back
to society, so the wider society benefits.
In the exercise of their respective functions, our Directors and Executive Officers shall:
view our Group from a medium and long-term perspective and not a short-term employment
or money making opportunity;
act in a professional, ethical and responsible manner and in particular, seek to avoid conflicts
of interest and where such conflicts are unavoidable, seek to resolve them in a transparent
manner and in favour of our Group;
comply and ensure compliance with all applicable laws, regulations and local customs
relating to behavioural and ethical practices, including consumer protection, trade practices,
local social norms and operational health and safety matters;
comply with accounting standards and establish effective internal and external controls;
provide Shareholders with adequate information about the Group and promote Shareholders
participation and ensure that there are successors to continue the management of the Group;
to treat all persons, including Employees, fairly and with dignity and in a manner that
provides equal access and/or opportunity to all and which prevents harassment or
discrimination;
wherever possible to promote the interest of the society in which our Group operates; and
Our Employees should be aware of their rights and responsibilities and understand that they are
accountable for their actions.
Employee rights shall include:
not being discriminated against (whether because of gender, disability, genetics, nationality,
pregnancy, race, religion, sexuality or otherwise), harassed or being placed in a position of
abuse or violence;
being paid a fair remuneration for the job done or responsibility assumed; and
180
CORPORATE GOVERNANCE
the right to communicate with our management in matters where they feel their rights have
been breached and the Lead Independent Director or the Chairman of the Audit Committee,
in private, where our Groups whistleblowing policy applies.
abiding with all relevant laws and promoting the Code of Ethics of the Group;
not abusing or using our Groups assets and resources for their own benefit;
dealing fairly and honestly towards our Groups customers, subcontractors and suppliers,
and not engaging in misleading or deceptive conduct; and
In addition and complementary to our Code of Ethics, our Groups Medical Advisory Committee
assists the Board in setting medical and drug policies and procedures, and undertakes
performance and peer reviews of all medical professionals within the Group.
Risk Management Policy
Our Group shall proactively manage our:
financial risks by ensuring that we understand our investment risk profile, our cash flow
profile, our funding and debt profile and by spreading our risk such that there are no major
concentrations in either investment or debt;
Our Board and our Audit Committee intend to monitor and oversee the management of our Group.
Legal and Compliance Risk
Due to the nature of our Groups business, our Group is required to comply with a myriad of
relevant legislations and regulations that include those of MOH, SMC, related professional
institutes and the SGX-ST. Our Groups business may be adversely affected if we breach any of
these regulations. Given the severe consequences of a breach, our Group has established a
Medical Advisory Committee to monitor and comply with the various applicable medical
regulations.
Dividend Risk
Our Group is committed to maintaining a high dividend. Our Group intends to proactively manage
this risk. This shall include managing our cash flow and debt levels and finding and maintaining
diverse funding lines. Our Group intends to minimise off balance sheet and contingent liabilities
and to only use sophisticated financial instruments selectively. Please refer to the section titled
Dividend Policy of this Offer Document.
181
CORPORATE GOVERNANCE
Human Resource Risk
In order to deliver superior returns to Shareholders and members, our Group intends to invest in
human capital by recruiting and retaining Employees with the relevant expertise, skills and
professionalism. Our Group views a high turnover rate of valued Employees as detrimental and
disruptive and undermines the implementation of our Groups strategic business plans.
The Group shall adopt a human resource policy based on an integrated human capital strategy to
recruit, develop and motivate quality Employees. Our Group intends to use the SOG ESOS and
SOG PSP to recruit, retain and incentivise Employees. Our Group intends to develop a culture of
being both professional and fun to retain and motivate talents.
Interested Person Transaction Risk
The Board has established internal control procedures for interested person transactions. Please
refer to the section titled Interested Person Transactions Guidelines and Review Procedures for
Future Interested Person Transactions of this Offer Document.
Whistleblowing Policy
Our Group is committed to maintaining high standards of honesty, openness and accountability.
Our Group takes all malpractice very seriously, whether it is committed by an Employee, supplier,
customer, competitor or contractor. As Employees will usually be the first to know when someone
inside or connected with our Group is doing something illegal, dishonest or improper, our Group
has adopted a whistleblowing policy to alleviate any apprehension that Employees may feel about
voicing their concerns. Our Board believes that it is in the interest of our Group to have prompt
knowledge of such illegal, dishonest or improper activities.
As such, our Group has adopted a whistleblowing policy which will be disseminated to our
Employees, contractors, agents and consultants. Any information received will be examined
carefully and if it has merit will be acted on. The whistleblower can be assured that our Group
intends to protect our business and reputation.
Privacy Policy
In the course of our operations, our Group is required to collect and retain personal information
of our patients. In line with the Personal Data Protection Act 2012 (No. 26 of 2012) and the SMCs
Ethical Code and Ethical Guidelines, our Group respects the right to privacy of our patients and
has put in place a privacy policy to address how such information which can identify any individual
is treated. Such personal information will be used in providing our service, and may also be used
to improve our service and to notify individuals of opportunities which they may be interested in.
No personal information is provided to third parties except where necessary to our business
partners who assist us in the provision of our services to our patients.
BOARD PRACTICES
Our Directors are appointed by our Shareholders at a general meeting, and an election of
Directors takes place annually. One third (or the number nearest one third) of our Directors, are
required to retire from office at each annual general meeting. Further, all our Directors are
required to retire from office at least once every three (3) years. However, a retiring Director is
eligible for re-election at the meeting at which he retires. Further details on the appointment and
retirement of Directors can be found in the section titled Summary of Selected Articles of
Association of our Company as set out in Appendix D of this Offer Document.
182
EXCHANGE CONTROLS
Currently, there are no Singapore governmental laws, decrees, regulations and other legislation
that may affect the following:
(a)
the import or export of capital, including the availability of cash and cash equivalents for use
by our Group; and
(b)
183
184
has, at any time during the last ten (10) years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was
a partner at the time when he was a partner or at any time within two (2) years from the date
he ceased to be a partner;
(b)
has, at any time during the last ten (10) years, had an application or a petition under any law
of any jurisdiction filed against an entity (not being a partnership) of which he was a director
or an equivalent person or a key executive, at the time when he was a director or an
equivalent person or a key executive of that entity or at any time within two (2) years from
the date he ceased to be a director or an equivalent person or a key executive of that entity,
for the winding up or dissolution of that entity or, where that entity is the trustee of a business
trust, that business trust, on the ground of insolvency;
(c)
(d)
has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment, or has been the subject of any criminal
proceedings (including any pending criminal proceedings of which he is aware) for such
purpose;
(e)
has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any
law or regulatory requirement that relates to the securities or futures industry in Singapore
or elsewhere, or has been the subject of any criminal proceedings (including any pending
criminal proceedings of which he is aware) for such breach;
(f)
has, at any time during the last ten (10) years, had judgement entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, or a
finding of fraud, misrepresentation or dishonesty on his part, nor has he been the subject of
any civil proceedings (including any pending civil proceedings of which he is aware) involving
an allegation of fraud, misrepresentation or dishonesty on his part;
(g)
has ever been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;
(h)
has ever been disqualified from acting as a director or an equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i)
has ever been the subject of any order, judgement or ruling of any court, tribunal or
governmental body permanently or temporarily enjoining him from engaging in any type of
business practice or activity;
185
has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of affairs of:
(i)
any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii)
any entity (not being a corporation) which has been investigated for a breach of any law
or regulatory requirement governing such entities in Singapore or elsewhere;
(iii) any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the entity or business trust; or
(k)
has been the subject of any current or past investigation or disciplinary proceedings, or has
been reprimanded or issued any warning, by the Authority or any other regulatory authority,
exchange, professional body or governmental agency, whether in Singapore or elsewhere.
On or around 2003 and 2004, our Independent Director, Mr. Chan Heng Toong, assisted in
investigations conducted by the Authority in connection with a stop order on the proposed listing
of a company on the SGX-ST. Mr. Chan was not subject to any warnings or sanctions from the
Authority and he was not contacted thereafter by the Authority to assist in any further
investigations.
On or around 2005, our Independent Director, Mr. Chooi Yee-Choong, assisted in investigations
conducted by the Corrupt Practices Investigation Bureau (the CPIB) in connection with the
then-CEO of a freight forwarding and logistics company formerly listed on the SGX-ST. Mr. Chooi
also appeared as a witness for CPIB for the same investigation.
In 2012, Dr. Heng Tung Lan was fined S$1,000 in her capacity as a director of DMK Company Pte.
Ltd. (DMK) for the failure of DMK to file its accounts with ACRA. She is no longer a director of
DMK.
MEMORANDUM OF ASSOCIATION
The nature of our Companys business has been stated earlier in this Offer Document. Our objects
can be found in our Memorandum which is available for inspection at our registered office in
accordance with the section titled General and Statutory Information Documents Available for
Inspection of this Offer Document.
ARTICLES OF ASSOCIATION
An extract of our Articles relating to, inter alia, Directors powers to vote on contracts in which they
are interested, Directors remuneration, Directors borrowing powers, Directors retirement,
Directors share qualification, rights pertaining to shares, convening of general meetings and
alteration of capital are set out in the section titled Summary of Selected Articles of Association
of our Company in Appendix D of this Offer Document. The Articles of our Company are available
for inspection at our registered office in accordance with the section titled General and Statutory
Information Documents Available for Inspection of this Offer Document.
186
the restructuring agreement dated 22 September 2013 entered into between our Company,
Dr. Lee Keen Whye and Dr. Heng Tung Lan relating to the acquisition of the entire issued and
paid-up share capital of K W Lee Clinic and Heng Clinic for Women;
(b)
the sale and purchase agreement dated 27 June 2013 and the supplemental agreements
dated 23 August 2013 and 1 January 2014, respectively, entered into between our Company,
Dr. Beh Suan Tiong and Ms. Heng Siok Hong Veronica relating to the acquisition of the entire
issued and paid-up share capital of Behs Clinic for Women and ST Surgery;
(c)
the sale and purchase agreement dated 27 June 2013 and the supplemental agreements
dated 23 August 2013 and 1 January 2014, respectively, entered into between our Company
and Dr. Choo Wan Ling relating to the acquisition of the entire issued and paid-up share
capital of Choo Wan Ling Womens Clinic;
(d)
(e)
187
Partner-in-charge
Robin Chin Sin Beng
Professional
qualification/body
A member of the Institute of
Singapore Chartered
Accountants
We currently have no intention of changing our auditors after the admission to, and listing of, our
Company on Catalist.
CONSENTS
The Auditors and Reporting Accountants, Foo Kon Tan LLP, has given and has not withdrawn its
written consent to the issue of this Offer Document with the inclusion herein of the Audited
Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the Financial
Years Ended 31 December 2012, 2013 and 2014 and the Unaudited Pro Forma Combined
Financial Information of Singapore O&G Ltd. and its Subsidiaries for the Financial Year Ended 31
188
(b)
the Audited Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for
the Financial Years ended 31 December 2012, 2013 and 2014 as set out in Appendix A of
this Offer Document;
(c)
the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this
Offer Document;
(d)
the letters of consent referred to in the section titled General and Statutory Information
Consents of this Offer Document;
(e)
(f)
190
A-1
A-3
A-4
A-6
A-7
A-8
A-9
A-10
A-2
the accompanying combined financial statements together with notes thereto are drawn up
so as to present fairly, in all material respects, the state of affairs of the Company and its
subsidiaries (collectively the Group) as at 31 December 2012, 2013 and 2014 and the
results of the business, changes in equity and cash flows of the Group for the financial years
then ended; and
ii.
at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.
A-3
A-4
Yours faithfully
A-5
Note
2014
2013
2012
S$
S$
S$
ASSETS
Non-current assets
Goodwill
842,295
601,383
406,550
307,214
1,443,678
406,550
307,214
Current assets
Inventories
204,860
219,013
162,205
1,931,484
1,391,702
803,039
11,276,114
6,409,181
4,579,884
13,412,458
8,019,896
5,545,128
14,856,136
8,426,446
5,852,342
4,212,615
20
20
Total assets
EQUITY AND LIABILITIES
Capital and reserves
Share capital
10
Capital reserve
11
1,771,070
Merger reserve
12
(1,695,311)
1,266,790
1,266,790
7,567,685
5,494,635
3,601,003
11,856,059
6,761,445
4,867,813
Retained earnings
Total equity
Non-current liabilities
Deferred tax liabilities
14
12,696
7,249
20,855
Finance leases
15
54,000
12,696
7,249
74,855
1,749,551
777,781
448,118
36,000
279,076
308,340
9,969
958,754
571,631
415,587
2,987,381
1,657,752
909,674
3,000,077
1,665,001
984,529
14,856,136
8,426,446
5,852,342
Current liabilities
Trade and other payables
Finance leases
Deferred revenue
13.1
15
13.2
Total liabilities
Total equity and liabilities
Note
2014
S$
2013
S$
2012
S$
Revenue
16
13,546,906
8,641,700
8,116,481
17
145,563
66,545
144,365
18
(1,510,199)
(1,211,801)
(1,252,221)
19
(4,835,122)
(2,763,173)
(2,663,830)
(187,934)
(126,329)
(80,133)
20
(2,119,003)
(887,479)
(838,843)
5,040,211
3,719,463
3,425,819
154
2,381
1,443
Finance expenses
(999)
(1,512)
(845)
Finance income
5,039,366
21
(791,316)
(907)
869
536
3,720,332
3,426,355
(600,177)
(425,730)
4,248,050
3,120,155
3,000,625
4,248,050
3,120,155
3,000,625
22
0.02
15,601
15,003
Diluted (S$)
22
0.02
15,601
15,003
22
0.02
0.02
0.02
Capital
reserve
S$
Merger
reserve
S$
1,266,790
Retained
earnings
S$
600,378
Total
S$
1,867,188
3,000,625
3,000,625
3,000,625
3,000,625
At 31 December 2012
Total comprehensive income for
the year
20
1,266,790
3,601,003
4,867,813
3,120,155
3,120,155
3,120,155
3,120,155
(1,226,523)
(1,226,523)
20
1,266,790
5,494,635
6,761,445
4,248,050
4,248,050
4,248,050
4,248,050
4,256,839
1,771,070
3,065,808
At 1 January 2012
Total comprehensive income for
the year
Profit for the year
Other comprehensive income, at nil
tax
At 31 December 2014
100,000
(144,244)
(2,962,101)
4,212,595
1,771,070
(2,962,101)
(2,175,000)
4,212,615
1,771,070
(1,695,311)
7,567,685
(2,175,000)
100,000
(144,244)
(2,175,000)
846,564
11,856,059
Note
Cash Flows from Operating Activities
Profit before taxation
Adjustments for:
Depreciation of plant and equipment
Share-based compensation (Note A)
Loss on disposal of plant and equipment
Plant and equipment written-off
Interest expense
Interest income
2014
S$
2013
S$
2012
S$
5,039,366
3,720,332
3,426,355
187,934
100,000
350
999
(154)
126,329
11,098
1,512
(2,381)
80,133
907
(1,443)
5,328,495
34,352
(447,487)
550,880
3,856,890
(56,808)
(588,662)
628,034
3,505,952
2,071
341,738
(1,467,850)
5,466,240
(543,767)
3,839,454
(457,739)
2,381,911
(235,487)
4,922,473
3,381,715
2,146,424
4
6
2,506,686
(374,492)
154
(303,065)
66,301
2,381
(289,766)
1,443
2,132,348
(234,383)
(288,323)
(11,889)
(2,175,000)
(999)
(90,000)
(1,226,523)
(1,512)
90,000
(907)
(2,187,888)
(1,318,035)
89,093
4,866,933
6,409,181
1,829,297
4,579,884
1,947,194
2,632,690
11,276,114
6,409,181
4,579,884
During the financial year ended 31 December 2014, the Company issued 400,000 (ordinary
shares of S$0.25 each for a total consideration of S$100,000 to an employee as
compensation for the services rendered by the employee. There were no such issuance of
shares in 2012 and 2013.
B.
During the financial year ended 31 December 2014, the Group acquired plant and equipment
with an aggregate cost of S$374,492 (2013 S$303,065 and 2012 S$289,766) of which
S$Nil (2013 S$Nil and 2012 S$90,000) was financed by means of finance lease. Cash
payment of S$374,492 (2013 S$303,065 and 2012 S$199,766) was made to purchase
plant and equipment.
The annexed notes form an integral part of and
should be read in conjunction with these combined financial information.
A-9
The Company
The Company was incorporated on 6 January 2011 as an exempt private limited company
under the name of Singapore Medicine Specialists Pte. Ltd.
The Company was incorporated for the purpose of a group restructuring (the Restructuring
Exercise) to acquire the existing shares of Heng Clinic for Women Pte. Ltd and KW Lee
Clinic & Surgery for Women Pte. Ltd. pursuant to the Restructuring Exercise as disclosed in
Note 2. On 26 August 2011, the Company changed its name to Singapore O&G Pte. Ltd. and
on [[] 2015], the Company was converted into a public limited company and changed its
name to Singapore O&G Ltd.
The Companys registered office and principal place of business is at #01-80, 34 Cassia
Crescent Singapore 390034.
The principal activities of the Company are those of an investment holding company and
provision of specialised medical services. The principal activities of the subsidiaries are set
out in Note 2.
The Company and its subsidiaries are collectively known as the Group in the combined
financial statements.
Significant events
The Group undertook the transactions described below as part of the Restructuring Exercise
implemented in preparation for the proposed listing of the Companys shares on the Catalist
Board of the Singapore Exchange Securities Trading Limited. The Company and its
subsidiaries are owned and controlled by Dr Heng Tung Lan, Dr Lee Keen Whye, Dr Wong
Chui Fong, Dr. Ng Koon Keng and Heng Tong Bwee (collectively hereinafter referred to as
the Shareholders) for the period beginning 1 January 2011. Dr Wong Chui Fong is the wife
of Dr Lee Keen Whye, and Heng Tong Bwee is the sister of Dr Heng Tung Lan.
Acquisitions of Heng Clinic for Woman Pte. Ltd. and K W Lee Clinic & Surgery for
Women Pte. Ltd.
Pursuant to a restructuring agreement dated 22 September 2013 entered into between the
Company, Dr Lee Keen Whye and Dr Heng Tung Lan, the Company acquired the entire
issued and paid-up share capital of K W Lee Clinic & Surgery for Women Pte. Ltd. (KW Lee
Clinic for Women) and Heng Clinic for Women Pte. Ltd. (Heng Clinic) from Dr Lee Keen
Whye and Dr Heng Tung Lan respectively. In consideration of the share swap arrangement,
the Company agreed to allot and issue 66,710,422 shares and 81,394,641 shares to Dr Lee
Keen Whye and Dr Heng Tung Lan respectively, credited as fully paid for purchase
considerations of S$1,334,208 and S$1,627,893 respectively.
A-10
ii
iii.
iv
Upon renunciation of 8,222,670 shares and 10,049,930 shares by Dr Lee Keen Whye and Dr
Heng Tung Lan in favour of the Renouncees, the Company allotted and issued the remaining
58,487,752 shares and 71,344,711 shares to Dr Lee Keen Whye and Dr Heng Tung Lan,
respectively, as part of the Restructuring Exercise.
The Restructuring Exercise was not conducted on an arms length basis but on a
willing-buyer, willing-seller basis, and the shares allotted and issued by the Company as
consideration for the acquisition of KW Lee Clinic for Women and Heng Clinic were based on
the net asset values of KW Lee Clinic for Women and Heng Clinic.
A-11
A-12
Principal
activities
Country of
incorporation
Singapore
100
Provision of
obstetrical and
gynaecological
services
Singapore
100
Provision of
obstetrical and
gynaecological
services
Singapore
100
Provision of
obstetrical and
gynaecological
services
Singapore
100
ST Surgery
Pte. Ltd.
Provision of
obstetrical and
gynaecological
services
Singapore
100
(1)
K W Lee Clinic & Surgery for Women Pte. Ltd. (KW Lee Clinic for Women) was incorporated on 25 October
2011 to take over the business of KW Lee Clinic for Women, a partnership arrangement majority owned and
controlled by Dr Lee Keen Whye and his wife, Dr Wong Chui Fong, on 1 January 2012. Consequently, KW
Lee Clinic for Women ceased operations on 1 January 2012.
A-13
A-14
A-15
2013
S$
2012
S$
396,201
446,094
842,295
Gross margin
Growth rate
Discount rate
The recoverable amounts of CGUs are determined from value-in-use calculations. The key
assumptions for the value-in-use calculations are those regarding the discount rates, growth
rates and expected changes to rates for doctor related services and direct costs during the
period. Management estimates discount rates using pre-tax rates that reflect current market
assessments of the time value of money and the risks specific to the CGUs. The growth rates
are based on industry growth forecasts. Changes in rates and direct costs are based on past
practices and expectations of future changes in the market.
These assumptions have been used for the analysis of each CGU. Management determines
the budgeted gross margin based on past performance and its expectation for market
development. The weighted average growth rates used are consistent with industry reports.
The discount rates used are pre-tax and reflect specific risks relating to the CGUs.
A-16
An increase of one percentage point in the discount rate used would have decreased
the profit by S$205,241 (2013 and 2012 S$Nil).
A 1% decrease in future growth margin would have decreased the profit by S$148,450
(2013 and 2012 S$Nil).
The carrying amount of goodwill as at 31 December 2014 amounted to S$842,295 (2013 and
2012 S$Nil).
Impairment tests for non-financial assets
Plant and equipment are tested for impairment whenever there is any objective evidence or
indication that these assets may be impaired.
The recoverable amounts of these assets and, where applicable, cash-generating units,
have been determined based on value-in-use calculations. These calculations require the
use of estimates. Estimating the value-in-use requires the Group to make an estimate of the
expected future cash flows from the cash-generating unit (or group of cash-generating units)
and also to use many estimates and assumptions such as future market growth, forecast
revenue and costs, useful lives of utilisation of the assets, discount rates and other factors.
The carrying amount of non-financial assets at the reporting date was S$601,383 (2013:
S$406,550, 2012: S$307,214). A decrease of 5% (2013: 5%, 2012: 5%) in the value-in-use
of the Groups non-financial assets would have decreased the Groups profit by S$30,069
(2013: S$20,328, 2012: S$15,361).
Depreciation of plant and equipment
The costs of plant and equipment are depreciated on a straight-line basis over the estimated
economic useful lives of the assets. The Group estimates the useful lives of the assets based
on commercial factors which could change significantly as a result of technical innovations
and competitor actions in response to severe market conditions. Changes to the expected
level of usage, maintenance programmes and technical developments could impact the
economic useful lives of the assets; therefore future depreciation charges could be revised.
The carrying amount of non-financial assets at the reporting date was S$601,383 (2013:
S$406,550, 2012: S$307,214). If depreciation on the Groups plant and equipment
increases/decreases by 10% from managements estimates, the Groups profit for the year
will decrease/increase by approximately S$18,793 (2013: S$12,633, 2012: S$8,013).
A-17
A-18
Description
Separate Financial Statements
Investments in Associates and Joint
Ventures
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
FRS 110
FRS 111
FRS 112
Amendments to FRS 110, FRS 112 and
FRS 27
Amendments to FRS 32
Investment Entities
Offsetting Financial Assets and Financial
Liabilities
Recoverable Amount Disclosures to NonFinancial Assets
Amendments to FRS 36
The adoption of these FRS and INT FRS, where relevant to the Group, did not result in
substantial changes to the Groups accounting policies or any significant impact on these
financial statements.
New or revised accounting standards and interpretations not yet effective
The following are the new or amended FRS issued in 2014 that are not yet effective but may
be early adopted for the current financial year:
Reference
Amendments to FRS 19
FRS 24
Amendments to FRS 16 and
FRS 38
FRS 115
FRS 109
Improvements to FRSs 2014
Description
Defined Benefit Plans:
Employee Contributions
Related Party Disclosures
Clarification of Acceptable
Methods of Depreciation and
Amortisation
Revenue from Contracts with
Customers
Financial Instruments
Effective date
(Annual periods
beginning on
or after)
1 July 2014
1 July 2014
1 January 2016
1 January 2017
1 January 2018
The directors do not anticipate that the adoption of the above FRS in future financial periods
will have a material impact on the financial statements of the Group.
A-19
A-20
de-recognises the assets (including goodwill) and liabilities of the subsidiary at their
carrying amounts as at that date when control is lost;
A subsidiary is an investee that is controlled by the Group. The Group controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.
Thus, the Group controls an investee if and only if the Group has all of the following:
exposure, or rights or variable returns from its involvement with the investee; and
the ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed above.
When the Group has less than a majority of the voting rights of an investee, it has power over
the investee when the voting rights are sufficient to give it the practical ability to direct the
relevant activities of the investee unilaterally. The Group considers all relevant facts and
circumstances in assessing whether or not the Groups voting rights in an investee are
sufficient to give it power, including:
the size of the Groups holding of voting rights relative to the size and dispersion of
holdings of the other vote holders;
A-21
potential voting rights held by the Group, other vote holders or other parties;
any additional facts and circumstances that indicate that the Group has, or does not
have, the current ability to direct the relevant activities at the time that decisions need
to be made, including voting patterns at previous shareholders meetings.
Changes in the Groups ownership interests in subsidiaries that do not result in the Group
losing control over the subsidiaries are accounted for as equity transactions. The carrying
amounts of the Groups interests and the non-controlling interests are adjusted to reflect the
changes in their relative interests in the subsidiaries. Any difference between the amount by
which the non-controlling interests are adjusted and the fair value of the consideration paid
or received is recognised directly in equity and attributed to owners of the Group.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and
is calculated as the difference between (i) the aggregate of the fair value of the consideration
received and the fair value of any retained interest and (ii) the previous carrying amount of
the assets (including goodwill), and liabilities of the subsidiary and any non-controlling
interest. All amounts previously recognised in other comprehensive income in relation to that
subsidiary are accounted for as if the Group had directly disposed of the related assets or
liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category
of equity as specified/permitted by applicable FRSs). The fair value of any investment
retained in the former subsidiary at the date when the control is lost is regarded as the fair
value on the initial recognition for subsequent accounting under FRS 39, when applicable,
the cost on initial recognition of an investment in an associate or a joint venture.
Transactions with non-controlling interest
Non-controlling interest represents the equity in subsidiaries not attributable, directly or
indirectly, to owners of the Company, and are presented separately in the combined
statement of comprehensive income and within equity in the combined statement of financial
position, separately from equity attributable to owners of the Company.
A-22
2 to 5 years
Renovation
5 years
2 to 5 years
Medical equipment
2 to 5 years
Computers
1 year
The cost of plant and equipment includes expenditure that is directly attributable to the
acquisition of the items. Dismantlement, removal or restoration costs are included as part of
the cost of plant and equipment if the obligation for dismantlement, removal or restoration is
incurred as a consequence of acquiring or using the asset. Cost may also include transfers
from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases
of plant and equipment.
Subsequent expenditure relating to plant and equipment that have been recognised is added
to the carrying amount of the asset when it is probable that future economic benefits, in
excess of the standard of performance of the asset before the expenditure was made, will
flow to the Group and the cost can be reliably measured. Other subsequent expenditure is
recognised as an expense during the financial year in which it is incurred.
For acquisitions and disposals during the financial year, depreciation is provided from the
month of acquisition and to the month before disposal respectively. Fully depreciated plant
and equipment are retained in the books of accounts until they are no longer in use.
Depreciation methods, useful lives and residual values are reviewed, and adjusted as
appropriate, at each reporting date as a change in estimates.
A-23
A-24
A-25
An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount or when there is an indication that the impairment
loss recognised for the asset no longer exists or decreases.
(ii)
An impairment loss is reversed only to the extent that the assets carrying amount does
not exceed the carrying amount that would have been determined if no impairment loss
had been recognised.
A-26
A-27
A-28
at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantively enacted by the end of the reporting period; and
(ii)
based on the tax consequence that will follow from the manner in which the Group
expects, at the end of the reporting period, to recover or settle the carrying amounts of
its assets and liabilities.
A-29
A-30
A-31
b.
A person or a close member of that persons family is related to the Group if that person:
i.
ii.
iii.
the entity and the Group are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others);
ii.
one entity is an associate or joint venture of the other entity (or an associate or
joint venture of a member of a group of which the other entity is a member);
iii.
iv.
one entity is a joint venture of a third entity and the other entity is an associate of
the third entity;
v.
the entity is a post-employment benefit plan for the benefit of employees of either
the Group or an entity related to the Group. If the Group is itself such a plan, the
sponsoring employers are also related to the Group;
vi
vii
a person identified in (a) (i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).
Government grants
Government grants are recognised initially as deferred income at fair value when there is
reasonable assurance that they will be received and the Group will comply with the
conditions associated with the grant.
Grants that compensate the Group for expenses incurred are recognised in profit or loss as
other income on a systematic basis in the same periods in which the expenses are
recognised. Where the grant relates to an asset, the fair value is credited to a deferred
income account and is released to profit or loss over the expected useful life of the asset.
A-32
A-33
Subsidiaries
Acquisitions of subsidiaries
On 11 February 2014, the Company issued 25,894,737 new shares to the shareholders of
Behs Clinic for Women Pte. Ltd., ST Surgery Pte. Ltd. and Choo Wan Ling Womens Clinic
Pte. Ltd. (collectively hereinafter referred to as the Subsidiaries) for total purchase
consideration amounting to S$3,065,808 to acquire 100 per cent equity interests in these
entities. The purchase considerations were arrived at on a willing-buyer, willing-seller basis.
The Company engaged an independent professional valuer to perform a valuation of the fair
value of the identifiable assets and liabilities of the Subsidiaries as at 1 January 2014. The
fair value acquired approximated their book value. There were no intangible assets identified
which were previously not recorded in the subsidiary, after a purchase price allocation
exercise had been performed. Pursuant to the purchase price allocation exercise, the Group
recognised a goodwill arising on consolidation of S$842,295 at 1 January 2014.
The acquisition of the Subsidiaries is expected to increase the business synergies and
increase the Groups market share of the industry.
The following summarises the major classes of consideration transferred, and the
recognised amounts of assets acquired and liabilities assumed at the acquisition date:
(a)
Consideration transferred
S$
Total consideration transferred satisfied by issuance of shares
by the Company
(b)
3,065,808
8,625
236,538
2,506,686
Inventories
20,198
(304,772)
Finance leases
(11,889)
(139,552)
Deferred income
(86,855)
(5,466)
2,223,513
Goodwill
842,295
Purchase consideration
3,065,808
A-34
Subsidiaries (Contd)
Acquisitions of subsidiaries (Contd)
(c)
(d)
2,506,686
2,506,686
Acquisition-related cost
The Group incurred acquisition-related costs relating to external legal fees and due
diligence costs amounting to S$850,692, of which S$706,448 have been included in
other operating expenses in the Groups statement of comprehensive income and
S$144,244 was charged against share capital as share issuance cost in the Groups
statement of changes in equity.
(e)
Name
Country of
Principal activities incorporation
Provision of
obstetrical and
gynaecological
services
Singapore
100
K W Lee Clinic
& Surgery for
Women Pte.
Ltd. (3)
Provision of
obstetrical and
gynaecological
services
Singapore
100
Provision of
obstetrical and
gynaecological
services
Singapore
100
ST Surgery
Pte. Ltd. (1)
100
A-35
Subsidiaries (Contd)
Acquisitions of subsidiaries (Contd)
(e)
Name
SOG-Radhika
Breast and
General
Surgicare
Pte. Ltd. (2)(3)
Provision of
obstetrical and
gynaecological
services
Singapore
100
SOG-Cindy Pang
Clinic for
Women
Pte. Ltd. (2)(4)
Provision of
obstetrical and
gynaecological
services
Singapore
100
(1)
ST Surgery Pte. Ltd. ceased its operation and commenced voluntary liquidation procedures in
September 2014, and is currently awaiting approval from the Singapore government.
(2)
SOG-Radhika Breast and General Surgicare Pte. Ltd. and SOG-Cindy Pang Clinic for Women Pte. Ltd.
were incorporated on 22 September 2014 and 20 October 2014, respectively.
As the financial effect of the incorporation is not significant to the Group, the relevant disclosures under
FRS 103 Business Combinations are not included in these combined financial statements.
(3)
(4)
Not required to be audited under the laws and regulations of the country of incorporation.
Goodwill
2014
S$
2013
S$
2012
S$
842,295
At end of year
842,295
A-36
2013
S$
2012
S$
Goodwill (Contd)
Impairment tests for goodwill (Contd)
2014
S$
2013
S$
2012
S$
396,201
446,094
842,295
Dr Beh
%
29
29
16
16
(2)
Weighted average growth rate used to extrapolate cash flows beyond the budget period.
These assumptions were used for the analysis of each CGU within the business segment.
Management determined budgeted gross margin based on past performance and its
expectations of the market developments. The weighted average growth rates used were
consistent with the forecasts included in industry reports. The discount rates used were
pre-tax and reflected specific risks relating to the relevant segments.
The Group believes that any reasonably possible changes in the above key assumptions
applied are not likely to materially cause the recoverable amounts to be lower than its
carrying amounts.
The recoverable amounts have been estimated to be higher than the carrying amounts of the
CGUs, and no impairment is required.
A-37
Furniture
and fittings
Medical
equipment
S$
S$
S$
At 1 January 2012
25,621
73,915
211,470
21,250
332,256
Additions
12,758
22,076
132,995
115,810
6,127
289,766
At 31 December 2012
38,379
95,991
344,465
137,060
6,127
622,022
Additions
10,946
22,292
87,548
170,522
11,757
49,325
118,283
307,582
17,884
Renovation Computer
S$
S$
Total
S$
Cost
Disposal
At 31 December 2013
(108,000)
324,013
303,065
(108,000)
817,087
3,438
754
20
3,939
474
8,625
Additions
5,040
2,193
266,548
72,830
27,880
374,492
Write-off
(25,150)
(82,299)
(35,811)
(5,755)
Reclassification
(13,405)
At 31 December 2014
(149,016)
13,405
19,248
38,931
554,770
378,596
59,643
1,051,188
17,536
73,915
121,973
21,251
234,675
4,009
938
37,229
31,830
6,127
80,133
21,545
74,853
159,202
53,081
6,127
314,808
5,890
6,943
58,014
43,725
11,757
126,329
27,435
81,796
186,616
96,806
17,884
410,537
8,599
9,763
65,811
84,601
19,160
187,934
(25,034)
(82,083)
(35,795)
(5,754)
Accumulated depreciation
At 1 January 2012
Depreciation for the year
At 31 December 2012
Depreciation for the year
Disposal
At 31 December 2013
Depreciation for the year
Write-off
Reclassification
(30,600)
(148,666)
6,827
4,173
9,476
216,632
175,653
43,871
449,805
At 31 December 2012
16,834
21,138
185,263
83,979
307,214
At 31 December 2013
21,890
36,487
137,397
210,776
406,550
At 31 December 2014
15,075
29,455
338,138
202,943
15,772
601,383
At 31 December 2014
(6,827)
(30,600)
As at 31 December 2014, medical equipment with a net book value of S$Nil (2013: S$Nil and
2012: S$95,400) was acquired under finance leases (Note 15).
A-38
Inventories
Pharmacy supplies
2014
S$
2013
S$
2012
S$
204,860
219,013
162,205
Trade receivables
Allowance for doubtful trade receivables
At 1 January
Business combination
Allowance for the year
Allowance utilised
At 31 December
2013
S$
528,578
2012
S$
415,629
(64,894)
(18,533)
64,894
(64,894)
(18,533)
(64,894)
1,346,062
186,395
15,523
463,684
75,000
34,437
21,369
415,629
75,000
161,770
118,792
13,386
1,547,980
383,504
594,490
797,212
784,577
18,462
1,931,484
1,391,702
803,039
A-39
2013
S$
2012
S$
372,373
308,085
269,220
400,185
573,504
20,626
134,973
46,358
100,051
1,346,062
463,684
415,629
prepayment of S$250,000 (2013 and 2012: S$Nil) for the total cost of acquisition of an
investment in a convertible bond in a third party.
2.
Bad debts written off directly in the profit or loss during the financial year ended 31 December
2014 amounted to S$103,799 (2013 and 2012: S$Nil).
Trade and other receivables are denominated in Singapore dollars. Refer to Note 25 for
details of credit risk exposure.
9
2013
S$
2012
S$
3,199
2,002
988
Cash at bank
10,272,915
6,407,179
4,578,896
Fixed deposits
1,000,000
11,276,114
6,409,181
4,579,884
A-40
Share capital
2014
2013
2012
Number of shares
2014
S$
2013
S$
2012
S$
200
200
200
20
20
20
173,999,800
4,256,839
400,000
100,000
(144,244)
174,400,000
200
200
20
20
4,212,615
Prior to the Restructuring Exercise described in Note 2 and for the purpose of preparation of
the combined financial statements, the share capital as at 31 December 2012 represents the
issued share capital of the Company.
The Company was incorporated on 6 January 2011 as a private limited company with an
authorised share capital of S$20. On incorporation, 200 ordinary shares were issued as
subscriber shares for cash.
In 2014, the Company issued the following shares:
1.
2.
for the purchase of 100% equity interests in the new subsidiaries, the Company issued
25,894,737 new shares to the shareholders of Behs Clinic for Women Pte. Ltd., ST
Surgery Pte. Ltd. and Choo Wan Ling Womens Clinic Pte. Ltd. for a total consideration
of S$3,065,808 of which an amount of S$1,294,738 has been recognised as share
capital. The remaining amount of S$1,771,070, representing the excess of the fair value
of the purchase consideration over the nominal value of the share capital issued, has
been recognised in capital reserve (see Note 11).
3.
On 12 December 2014, the Company issued 400,000 new shares to Dr. Chua Weilyn
Natalie for a total consideration of S$100,000 as profit-sharing incentive.
Transaction costs of S$144,244 (2013 and 2012 S$Nil) related to the proposed initial public
offering of shares were deducted directly against the share capital.
The holders of ordinary shares are entitled to receive dividends as declared from time to time
and are entitled to one vote per share at meetings of the Company. All shares rank equally
with regard to the Companys residual assets.
A-41
Capital reserve
The capital reserve represents the difference between the fair value of the purchase
consideration paid by the Company and the net assets of Choo Wan Ling Womens Clinic
Pte. Ltd., ST Surgery Pte. Ltd. and Behs Clinic for Womens Pte. Ltd. acquired by the
Company during the financial year ended 31 December 2014.
12
Merger reserve
The merger reserve represents the difference between the consideration paid by the
Company and the net assets of K W Lee Clinic & Surgery for Women Pte. Ltd. and Heng
Clinic for Women Pte. Ltd. acquired by the Company.
13
2013
S$
2012
S$
Trade payables
525,214
174,289
97,043
579,947
230,034
93,198
244,000
262,080
118,695
Other payables
400,390
111,378
139,182
1,749,551
777,781
448,118
Trade amounts due to directors, comprising advances and payable for the lease of a
subsidiarys office premise, are unsecured, interest-free and repayable on demand.
Trade payables have credit terms of 30 days (2013 30 days and 2012 30 days).
Trade and other payables are denominated in Singapore dollars. Please refer to Note 25 for
details of liquidity risk exposure.
13.2 Deferred revenue
2014
S$
2013
S$
2012
S$
279,076
308,340
9,969
The Group offers Antenatal maternity package (the package) to patients which covers all
pregnancy-related consultations. Under the package, the patients pay an upfront package
fee; and the Company recognises the fee collected as deferred income which is amortised
over the patients remaining pregnancy period till the birth of the baby.
A-42
2013
S$
2012
S$
At 1 January
7,249
20,855
7,855
5,466
(19)
At 31 December
12,696
(13,606)
13,000
7,249
20,855
2013
S$
2012
S$
12,696
7,249
20,855
2014
S$
2013
S$
2012
S$
37,814
56,722
94,536
(4,536)
90,000
36,000
54,000
90,000
2.49
Finance leases
In 2012, the Group leased two medical equipment from non-related parties under finance
leases. The lease agreements do not have renewal clauses but provide the Group with
options to purchase the leased assets at nominal values at the end of the lease term. The
finance lease obligations are secured by the underlying assets as disclosed in Note 6.
A-43
2012
Finance lease liabilities
16
Carrying
amounts
$
90,000
Fair
values
$
88,408
2014
S$
2013
S$
2012
S$
13,546,906
8,641,700
8,116,481
2014
S$
2013
S$
2012
S$
Rental income
29,183
38,969
129,025
Government grant
96,888
25,143
5,000
8,880
10,612
2,433
10,340
145,563
66,545
144,365
2014
S$
2013
S$
2012
S$
Changes in inventories
183,259
(56,808)
54,477
Inventories used
628,672
1,011,526
637,587
417,965
183,304
416,960
214,254
68,229
139,997
66,049
5,550
3,200
1,510,199
1,211,801
1,252,221
Sponsorship income
Sundry income
18
Fair
values
$
Revenue
Carrying
amounts
$
Others
A-44
2013
S$
2012
S$
4,486,394
2,661,265
2,544,272
Share-based compensation
100,000
248,728
101,908
119,558
4,835,122
2,763,173
2,663,830
2014
S$
2013
S$
2012
S$
13,283
16,789
3,313
113,078
100,048
87,428
40,663
31,880
63,258
4,308
5,193
31,861
11,098
37,984
23,359
38,838
350
849,064
89,367
64,372
87,000
90,000
560,295
400,263
220,513
248,095
64,894
103,799
Other expenses
309,179
54,588
81,165
2,119,003
887,479
838,843
20
Advertisement
Credit card charges
Entertainment expenses
General expenses
Loss on disposal of plant and equipment
Office supplies
Plant and equipment written off
Professional and legal fees
Audit fees
Operating lease expense
A-45
2013
S$
2012
S$
792,168
615,657
412,730
(833)
791,335
(1,874)
613,783
412,730
(13,606)
13,000
600,177
425,730
(19)
791,316
The tax expense on the results of the financial year varies from the amount of income tax
determined by applying the Singapore statutory rate of income tax on profits as a result of
the following:
2014
S$
2013
S$
2012
S$
5,039,366
3,720,332
3,426,355
856,692
632,456
582,480
(4,638)
(4,274)
23,574
34,400
(335,957)
(151,330)
(833)
(1,874)
(26,317)
252,478
117,116
791,316
600,177
425,730
A-46
4,804
(161,554)
The Group
2014
S$
2013
S$
2012
S$
688,918
688,918
1,485,164
2,174,082
688,918
The unabsorbed losses is subject to the agreement and compliance with the relevant rules
and procedures of the Inland Revenue Authority of Singapore. The deductible temporary
differences do not expire under current tax legislation.
22
2013
S$
2012
S$
4,248,050
3,120,155
3,000,625
174,400,000
200
200
0.02
15,601
15,003
0.02
0.02
0.02
Basic and diluted earnings per share per share for the years ended 31 December 2012, 2013
and 2014 have been computed by dividing the net profit by the ordinary shares issued and
outstanding at the end of each financial year.
The Company did not have any stock options or dilutive potential ordinary shares during the
years ended 31 December 2012, 2013 and 2014.
(*) Earnings per share is calculated based on the profit after tax for the years ended 31
December 2012 and 31 December 2013 based on 174,400,000 shares of the Company for
illustrative purposes only.
A-47
(a)
Other than as disclosed elsewhere in the financial information, significant transactions with
related parties are as follows:
2014
S$
2013
S$
2012
S$
251,218
216,000
216,000
120,000
120,000
120,000
90,000
68,500
22,500
29,000
24,000
(b)
This relates to an entity in which a director cum shareholder has financial interest.
Salary costs
Share-based compensation
Contributions to defined contribution plans
24
2014
S$
2013
S$
2012
S$
3,304,531
1,620,622
1,660,000
100,000
86,635
36,284
34,315
3,491,166
1,656,906
1,694,315
Operating segments
No operating segment information has been prepared as the Group has only one reportable
segment related to provision of obstetrical and gynaecological services. No presentation of
geographical information has been presented as the Groups operations are only in
Singapore.
25
A-48
The Group
2013
S$
2012
S$
1,547,980
594,490
784,577
11,276,114
6,409,181
4,579,884
12,824,094
7,003,671
5,364,461
1,749,551
777,781
448,118
90,000
1,749,551
777,781
538,118
Credit risk
Credit risk refers to the risk that counterparties may default on their contractual obligations
resulting in financial loss to the Group. The Groups exposure to credit risk arises primarily
from cash and bank deposits, and trade and other receivables. For trade receivables, the
Group adopts the practice of dealing only with those customers of appropriate credit history,
and obtaining sufficient security where appropriate to mitigate credit risk. The trade
receivables balance and payment profile of the customers are monitored on an ongoing basis
with the result that the Groups exposure to bad debts is not significant. For other financial
assets, the Group adopt the policy of dealing only with high credit quality counterparties.
Credit risk with respect to trade receivables is generally diversified due to the large number
of patients comprising the client base.
A-49
The Group
2013
S$
2012
S$
Financial assets
Trade and other receivables
1,547,980
594,490
784,577
11,276,114
6,409,181
4,579,884
12,824,094
7,003,671
5,364,461
Cash is placed with financial institutions which are regulated and have good credit ratings.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet
commitments associated with financial instruments that are settled by delivering cash or
another financial asset. Liquidity risk may result from an inability to sell a financial asset
quickly at close to its fair value.
The Groups exposure to liquidity risk arises primarily from mismatches of the maturities of
financial assets and liabilities. As part of its overall prudent liquidity management, the Group
maintains sufficient level of cash to meet its working capital requirement.
A-50
Carrying
amount
S$
Contractual undiscounted
cash flows
Between
Less than
2 and 5
Total
1 year
years
S$
S$
S$
As at 31 December 2014
Trade and other payables
1,749,551
1,749,551
1,749,551
1,749,551
1,749,551
1,749,551
777,781
777,781
777,781
777,781
777,781
777,781
448,118
448,118
448,118
90,000
94,536
37,814
56,722
538,118
542,654
485,932
56,722
As at 31 December 2013
Trade and other payables
As at 31 December 2012
Trade and other payables
Finance lease liabilities
It is not expected that the cash flows included in the maturity analysis could occur
significantly earlier, or at significantly different amounts.
Market price risk
Market price risk is the risk that the fair value or future cash flows of the Groups financial
instruments will fluctuate because of changes in market prices.
The Group is not exposed to any movement in market price risk as it does not hold any
quoted or marketable financial instruments.
Foreign currency risk
Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to
changes in foreign exchange rates. Currency risk arises when transactions are denominated
in foreign currencies.
The Group is not exposed to foreign currency risks because its transactions and related
financial assets and financial liabilities are mainly transacted in the respective functional
currencies of the Group entities which is the Singapore dollar.
A-51
26
27
(A)
The Group
2014
S$
2013
S$
2012
S$
735,216
564,379
559,858
497,334
974,035
341,982
1,232,550
1,538,414
901,840
Operating leases expire between 16 February 2012 and 30 November 2017 at fixed rental.
A-52
(B)
The Group
Within one year or less
Within two to five years
28
2014
S$
30,000
12,500
2013
S$
10,000
2012
S$
24,000
10,000
42,500
10,000
34,000
Capital management
The Groups objectives when managing capital are:
(a)
(b)
(c)
To provide capital for the purpose of strengthening the Groups risk management
capability; and
(d)
The Group actively and regularly reviews and manages its capital structure to ensure optimal
capital management and shareholder returns, taking into consideration the future capital
requirements of the Group and capital efficiency, prevailing and projected profitability,
projected operating cash flows, projected capital expenditures and projected strategic
investment opportunities.
The Group currently does not adopt any formal dividend policy.
The Group is not subject to externally imposed capital requirements.
The Group monitors capital using Gearing Ratio, which is calculated using total liabilities
divided by total equity.
The Group
Total liabilities
Total equity
Gearing ratio
29
2014
S$
2013
S$
2012
S$
3,000,077
1,665,001
984,529
11,856,059
6,761,445
4,867,813
25.3%
24.6%
20.2%
Subsequent event
Subsequent to 31 December 2014, the Company approved the declaration of a final dividend
of 35% of net income amount of S$1,482,400 on 9 March 2015.
A-53
B-1
B-3
B-5
B-6
B-7
B-8
B-2
B-3
(b)
the unaudited pro forma combined financial information has been properly prepared:
(i)
(ii)
each material adjustment made to the information used in the preparation of the unaudited
pro forma combined financial information is appropriate for the purpose of preparing such
financial information.
This report has been prepared solely for inclusion in the offering document of Singapore O&G Ltd.
in connection with the initial public offering of the ordinary shares of the Company on Catalist, the
sponsor-supervised listing platform of the Singapore Exchange Securities Trading Limited. Our
work has not been carried out in accordance with auditing, assurance or other standards and
practices and accordingly should not be relied upon as if it had been carried out in accordance
with those standards and practices. Therefore, this report is not appropriate in other jurisdictions
and should not be used or relied upon for any purpose other than the proposed public offering
described above. We accept no duty or responsibility to and deny any liability to any party in
respect of any use of, or reliance upon, this report other than the proposed public offering
described above.
Yours faithfully
B-4
842,295
601,383
1,443,678
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
204,860
1,931,484
9,793,714
11,930,058
Total assets
13,373,736
4,212,615
1,771,070
(1,695,311)
6,085,285
Total equity
10,373,659
Non-current liabilities
Deferred tax liabilities
12,696
12,696
Current liabilities
Trade and other payables
Deferred revenue
Current tax liabilities
1,749,551
279,076
958,754
2,987,381
Total liabilities
3,000,077
13,373,736
The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-5
Capital
reserve
S$
Merger
reserve
S$
Retained
earnings
S$
Total
S$
20
1,266,790
5,494,635
6,761,445
4,248,050
4,248,050
4,256,839
1,771,070
3,065,808
100,000
100,000
(144,244)
(144,244)
Contributions by and
distributions to owners of the
Company
Issue of ordinary shares related
to business combination
Share-based compensation
Share issuance cost
(2,962,101)
(2,175,000) (2,175,000)
(1,482,400) (1,482,400)
4,212,595
1,771,070
(2,962,101) (3,657,400)
4,212,615
1,771,070
(1,695,311)
At 31 December 2014
6,085,285
(635,836)
10,373,659
The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-6
5,039,366
187,934
100,000
350
999
(154)
5,328,495
34,352
(447,487)
550,880
5,466,240
(543,767)
4,922,473
2,506,686
(374,492)
154
2,132,348
(11,889)
(3,657,400)
(999)
(3,670,288)
3,384,533
6,409,181
9,793,714
The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-7
Corporate information
In connection with the proposed listing of Singapore O&G Ltd. (the Company) on the
Catalist of Singapore Exchange Securities Trading Limited, the directors of the Company
have prepared, for illustrative purposes, the unaudited pro forma combined financial
information of the Company and its subsidiaries (the Pro Forma SOG Group) in accordance
with the basis set out in Note 3 below for inclusion in the offer document (the Offer
Document) of the Company.
The unaudited pro forma combined financial information should be read in conjunction with
the audited combined financial statements of the Company and its subsidiaries (collectively
the Group) for the financial years ended 31 December 2012, 2013 and 2014.
The Company was incorporated on 6 January 2011 as an exempt private limited company
under the name of Singapore Medicine Specialists Pte. Ltd.
The Company was incorporated for the purpose of a group restructuring (the Restructuring
Exercise) to acquire the existing shares of Heng Clinic for Women Pte. Ltd and K W Lee
Clinic & Surgery for Women Pte. Ltd. pursuant to the Restructuring Exercise as disclosed in
Note 2. On 26 August 2011, the Company changed its name to Singapore O&G Pte. Ltd. and
on [[] 2015], the Company was converted into a public limited company and changed its
name to Singapore O&G Ltd.
The Companys registered office and principal place of business is at #01-80, 34 Cassia
Crescent Singapore 390034.
The principal activities of the Company are those of an investment holding company and
provision of specialised medical services.
Significant events
Please refer to Note 2 in Audited Combined Financial Statements of Singapore O&G Ltd. and
its subsidiaries for the financial years ended 31 December 2012, 2013 and 2014.
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Pro Forma
Adjustments
S$
Pro forma
31 December 2014
S$
842,295
601,383
842,295
601,383
1,443,678
1,443,678
204,860
1,931,484
11,276,114
(1,482,400)
204,860
1,931,484
9,793,714
13,412,458
(1,482,400)
11,930,058
Total assets
14,856,136
(1,482,400)
13,373,736
4,212,615
1,771,070
(1,695,311)
7,567,685
(1,482,400)
4,212,615
1,771,070
(1,695,311)
6,085,285
Total equity
11,856,059
(1,482,400)
10,373,659
Non-current liabilities
Deferred tax liabilities
Current liabilities
Trade and other payables
Deferred revenue
Current tax liabilities
Total liabilities
Total equity and liabilities
12,696
12,696
12,696
12,696
1,749,551
279,076
958,754
1,749,551
279,076
958,754
2,987,381
2,987,381
3,000,077
3,000,077
14,856,136
(1,482,400)
13,373,736
The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-9
5,039,366
Pro Forma
Adjustments
S$
Pro forma
31 December 2014
S$
5,039,366
187,934
100,000
350
999
(154)
187,934
100,000
350
999
(154)
5,328,495
34,352
(447,487)
550,880
5,328,495
34,352
(447,487)
550,880
5,466,240
(543,767)
5,466,240
(543,767)
4,922,473
4,922,473
2,506,686
(374,492)
154
2,506,686
(374,492)
154
2,132,348
2,132,348
(11,889)
(2,175,000)
(999)
(1,482,400)
(11,889)
(3,657,400)
(999)
(2,187,888)
(1,482,400)
(3,670,288)
4,866,933
(1,482,400)
3,384,533
6,409,181
11,276,114
(1,482,400)
6,409,181
9,793,714
The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-10
C-2
a company;
(ii)
(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and
(vii) any person who has provided financial assistance (other than a bank in the ordinary
course of business) to any of the above for the purchase of voting rights;
C-3
a company with any of its directors (together with their close relatives, related trusts as well
as companies controlled by any of the directors, their close relatives and related trusts);
(c)
a company with any of its pension funds and employee share schemes;
(d)
a person with any investment company, unit trust or other fund whose investment such
person manages on a discretionary basis, but only in respect of the investment account
which such person manages;
(e)
a financial or other professional adviser, including a stockbroker, with its customer in respect
of the shareholdings of:
(i)
the adviser and persons controlling, controlled by or under the same control as the
adviser; and
(ii)
all the funds which the adviser manages on a discretionary basis, where the
shareholdings of the adviser and any of those funds in the customer total 10% or more
of the customers equity share capital;
(f)
directors of a company (together with their close relatives, related trusts and companies
controlled by any of such directors, their close relatives and related trusts) which is subject
to an offer or where the directors have reason to believe a bona fide offer for their company
may be imminent;
(g)
partners; and
(h)
an individual;
(ii)
(vi) any person who has provided financial assistance (other than a bank in the ordinary
course of business) to any of the above for the purchase of voting rights.
Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash
must be accompanied by a cash alternative at not less than the highest price paid by the offeror
or any person acting in concert within the preceding six (6) months.
Liquidation or Other Return of Capital
If our Company is liquidated or in the event of any other return of capital, holders of Shares will
be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any
special rights attaching to any other class of shares.
C-4
our affairs are being conducted or the powers of our Board are being exercised in a manner
oppressive to, or in disregard of the interests of, one (1) or more of our Shareholders; or
(b)
Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no
way limited to those listed in the Companies Act itself. Without prejudice to the foregoing,
Singapore courts may:
(a)
(b)
(c)
authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a
person or persons and on such terms as the court may direct;
(d)
provide for the purchase of a minority Shareholders shares by our other Shareholders or by
us and, in the case of a purchase of Shares by us, a corresponding reduction of our share
capital;
(e)
(f)
C-5
Directors
(a)
(b)
Remuneration
Fees payable to Non-executive Directors shall be a fixed sum (not being a commission
on or a percentage of profits or turnover of the Company) as shall from time to time be
determined by the Company in general meeting. Fees payable to Directors shall not be
increased except at a general meeting convened by a notice specifying the intention to
propose such increase.
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who performs services outside the ordinary duties of a Director, may be
paid extra remuneration by way of salary or otherwise (not being a commission or
percentage of turnover by the company), as the Directors may determine.
The remuneration of a Managing Director, Chief Executive Officer, Deputy Chief
Executive Officer, President, Vice-President or persons holding equivalent positions
shall be fixed by the directors and may be by way of salary or commission or
participation in profits or by any or all of these modes but shall not be by a commission
on or a percentage of turnover.
The Directors shall have power to pay pensions or other retirement, superannuation,
death or disability benefits to (or to any person in respect of) any Director for the time
being holding any executive office and for the purpose of providing any such pension or
other benefits, to contribute to any scheme or fund or to pay premiums.
The Directors shall not vote in respect of any contract or proposed contract or
arrangement or any other proposal whatsoever in which he has any personal material
interest, directly or indirectly. A Director shall also not be counted in the quorum at a
meeting in relation to any resolution on which he is debarred from voting.
(c)
Borrowing
Subject to our Articles and to applicable laws, our Directors may exercise all the powers
of our Company to raise or borrow money, to mortgage or charge its undertaking,
property and uncalled capital, and to secure any debt, liability or obligation of our
Company.
D-1
(e)
Shareholding qualification
There is no shareholding qualification for Directors in the Articles of the Company.
2.
D-2
Voting rights
A holder of our ordinary shares is entitled to attend, speak and vote at any general
meeting, in person or by proxy. Proxies need not be a shareholder. A person who holds
ordinary shares through the SGX-ST book-entry settlement system will only be entitled
to vote at a general meeting as a shareholder if his name appears on the depository
register maintained by CDP 48 hours before the general meeting. Except as otherwise
provided in our Articles, two (2) or more shareholders must be present in person or by
proxy to constitute a quorum at any general meeting. Under our Articles, on a show of
hands, every shareholder present in person and by proxy shall have one vote, and on
a poll, every shareholder present in person or by proxy shall have one vote for each
ordinary share which he holds or presents. A shareholder may appoint not more than
two (2) proxies to attend and vote at the same general meeting. A poll may be
demanded in certain circumstances, including by the Chairman of the meeting or by any
shareholder present in person or by proxy and representing not less than 10% of the
total voting rights of all shareholders having the right to attend and vote at the meeting
or by any five (5) shareholders present in person or by proxy and entitled to vote. In the
case of a tie vote, whether on a show of hands or a poll, the Chairman of the meeting
shall be entitled to a casting vote.
3.
Change in capital
Changes in the capital structure of our Company (for example, an increase, consolidation,
cancellation, sub-division or conversion of our share capital) require shareholders to pass an
ordinary resolution. Ordinary resolutions generally require at least fourteen (14) days notice
in writing. The notice must be given to each of our shareholders who have supplied us with
an address in Singapore for the giving of notices and must set forth the place, the day and
the hour of the meeting. However, we are required to obtain our Shareholders approval by
way of a special resolution for any reduction of our share capital or other undistributable
reserve, subject to the conditions prescribed by law.
4.
D-3
D-4
APPENDIX E TAXATION
The summary below of certain taxes in Singapore that may be applicable to our operations in
Singapore are of a general nature. The summary is based on laws, regulations, interpretations,
rulings and decisions in effect as at the Latest Practicable Date. These laws, regulations,
interpretations, rulings and decisions, however, may change at any time, and any change could
be retrospective. These laws and regulations are also subject to various interpretations and the
relevant tax authorities or the courts could later disagree with the comments herein.
The summary is not intended to constitute a complete analysis of the taxes mentioned nor of all
the taxes that may be applicable to our operations in Singapore. It is not intended to be and does
not constitute legal or tax advice.
Shareholders should consult their own tax advisors regarding taxation in Singapore and
other consequences of owning and disposing of the Shares. It is emphasised that neither
the Company, the Directors nor any other persons involved in this Invitation accepts
responsibility for any tax effects or liabilities resulting from the subscription, purchase,
holding or disposal of our Shares.
Singapore Income Tax
Corporate Income Tax
Singapore imposes tax on a modified territorial basis i.e. income is subject to tax only when it is
accrued in or derived from Singapore (i.e. Singapore-sourced) and when it is received in
Singapore from outside Singapore (i.e. foreign-sourced income received or deemed received in
Singapore). This applies to both resident and non-resident companies.
A Singapore tax resident corporate taxpayer is subject to Singapore income tax on foreignsourced income received or deemed received in Singapore, unless otherwise exempted.
Foreign-sourced income in the form of branch profits, dividends and service fee income
(specified foreign income) received or deemed received in Singapore by a Singapore tax
resident company are exempted from Singapore tax provided that the following qualifying
conditions are met:
(a)
such income is subject to tax of a similar character to income tax under the law of the territory
from which such income is received;
(b)
at the time the income is received in Singapore, the highest rate of tax of a similar character
to income tax (by whatever name called) levied under the law of the territory from which the
income is received on any gains or profits from any trade or business carried on by any
company in that territory at that time is not less than 15%; and
(c)
the Comptroller of Income Tax (the Comptroller) is satisfied that the tax exemption would
be beneficial to the company.
A company is regarded as a tax resident in Singapore if the control and management of the
companys business is exercised in Singapore. In general, control and management of the
company is vested in its board of directors and the place of residence of the company is generally
where its directors meet.
E-1
APPENDIX E TAXATION
The prevailing corporate income tax rate in Singapore is 17% with the first S$300,000 of
chargeable income of a company being partially exempt from tax as follows:
(a)
(b)
E-2
APPENDIX E TAXATION
Bonus Shares
Any bonus shares received by our Shareholders are not taxable.
Stamp Duty
There is no stamp duty payable on the subscription, allotment or holding of our Shares.
Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for every
S$100 or any part thereof, computed on the consideration paid or market value of our Shares
registered in Singapore, whichever is higher.
The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty
is payable if no instrument of transfer is executed (such as in the case of scripless shares, the
transfer of which does not require instruments of transfer to be executed) or if the instrument of
transfer is executed outside Singapore. However, stamp duty may be payable if the instrument of
transfer which is executed outside Singapore is subsequently received in Singapore.
Stamp duty is not applicable to electronic transfers of our shares through the scripless trading
system operated by CDP.
Goods and Services Tax
The sale of our Shares by a GST-registered investor to another person belonging in Singapore is
an exempt supply that is not subject to GST.
Where our Shares are sold by a GST-registered investor in the course of a business to a person
belonging outside Singapore, and that person is outside Singapore when the sale is executed, the
sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply
subject to GST at zero-rate. Subject to the normal rules for input tax recovery, any GST incurred
by a GST-registered investor in the making of this supply in the course of or furtherance of a
business carried on by him is recoverable from the Comptroller of GST as input tax.
Services such as brokerage, handling and clearing services rendered by a GST-registered person
to an investor belonging in Singapore in connection with the investors purchase, sale or holding
of our Shares will be subject to GST at the current rate of 7%. Similar services rendered to an
investor belonging outside Singapore is generally subject to GST at zero-rate, provided that the
investor is outside Singapore when the services are performed and the services provided do not
benefit any Singapore persons.
Estate Duty
With effect from 15 February 2008, no estate duty will be leviable in respect of deaths occurring
on or after 15 February 2008.
E-3
DEFINITIONS
In this Scheme, unless the context otherwise requires, the following words and expressions
shall have the following meanings:
Act
Associate
Associated Company
Associated Company
Employee
Auditors
Board
CDP
Committee
Company
Control
F-1
A shareholder who:
(a)
(b)
Date of Grant
Director
EGM
Executive Director
Exercise Price
Financial Year
Grantee
Group
Group Employee
Market Day
F-2
Non-executive Director
Offer Date
Option
Option Period
Participant
(a)
(b)
F-3
Scheme
S$
Singapore dollars
SGX-ST
Shares
Shareholders
Subsidiary
The terms Depositor, Depository Register and Depository Agent shall have the
meanings ascribed to them respectively by Section 130A of the Act.
Words denoting the singular shall, where applicable, include the plural and vice versa and
words denoting the masculine gender shall, where applicable, include the feminine and
neuter gender. References to persons shall include corporations.
Any reference in the Scheme to any enactment is a reference to that enactment as for the
time being amended or re-enacted. Any word defined under the Act or any statutory
modification thereof and used in this Scheme shall, where applicable, have the same
meaning assigned to it under the Act. Any reference in this Scheme to a time of day shall
be a reference to Singapore time unless otherwise stated.
2.
3.
F-4
(b)
to retain key employees and directors whose contributions are essential to the
long-term growth and prosperity of the Group;
(c)
to instill loyalty to, and a stronger identification by Participants with the long-term
prosperity of, the Group;
(d)
to attract potential employees with relevant skills to contribute to the Group and to
create value for the Shareholders; and
(e)
4.
ELIGIBILITY
4.1
The following persons shall be eligible to participate in the Scheme at the absolute
discretion of the Committee:
(a)
Group Employees (including Executive Directors) who have attained the age of
twenty-one (21) years on or prior to the relevant Offer Date and are not undischarged
bankrupts and have not entered into a composition with their respective creditors, and
who have, as of the Date of Grant, been in the employment of the Group for a period
of at least twelve (12) months, or such shorter period as the Committee may
determine; and
(b)
Non-executive Directors who have attained the age of twenty-one (21) years on or
prior to the relevant Offer Date and are not undischarged bankrupts and have not
entered into a composition with their respective creditors.
Directors and employees of the Companys parent company and its Subsidiaries (other than
the Company and the Companys Subsidiaries) are not entitled to participate in the Scheme.
There will be no restriction on the eligibility of any Participant to participate in any other
share option or share incentive schemes implemented by any other companies within the
Group.
4.2
Group Employees and Non-executive Directors (including our Independent Directors) of our
Group who are also Controlling Shareholders or Associates of such Controlling
Shareholders who satisfy the criteria set out in Paragraph 4.1 above shall be eligible to
participate in the Scheme, subject to independent approval for each grant to such a person
by independent shareholders of the Company at a general meeting in separate resolutions
for each such person and, in respect of each such person, the actual or maximum number
of Shares and terms of any Options to be granted to him. Successful applicants for the New
F-5
MAXIMUM ENTITLEMENT
Subject to Rule 4 and Rule 10, the aggregate number of Shares in respect of which Options
may be offered to a Grantee for acquisition in accordance with the Scheme shall be
determined at the discretion of the Committee who shall take into account criteria such as
rank, past performance, years of service and potential development of the Grantee.
6.
6.1
The aggregate number of Shares over which the Committee may grant Options on any date,
when added to the number of Shares issued and issuable or transferred and to be
transferred in respect of all Options granted under the Scheme and the number of Shares
issued and issuable or transferred and to be transferred in respect of all options or awards
granted under any other share option schemes or share schemes of the Company, shall not
exceed 15% of the total number of issued Shares (excluding Shares held by the Company
as treasury shares) on the day immediately preceding the Offer Date of the Option.
6.2
The aggregate number of Shares which may be issued or transferred pursuant to Options
under the Scheme to Participants who are Controlling Shareholders and their Associates
shall not exceed 25% of the Shares available under the Scheme.
6.3
The number of Shares which may be issued or transferred pursuant to Options under the
Scheme to each Participant who is a Controlling Shareholder or his Associate shall not
exceed 10% of the Shares available under the Scheme.
7.
OFFER DATE
7.1
The Committee may, save as provided in Rule 4, Rule 5 and Rule 6, offer to grant Options
to such Grantees as it may select in its absolute discretion at any time during the period
when the Scheme is in force, except that no Options shall be granted during the period of
thirty (30) days immediately preceding the date of announcement of the Companys interim
and/or final results (whichever the case may be). In addition, in the event that 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 third
Market Day on which such announcement is released.
7.2
An offer to grant the Option to a Grantee shall be made by way of a letter (the Letter of
Offer) in the form or substantially in the form set out in Annex 1, subject to such
amendments as the Committee may determine from time to time.
8.
ACCEPTANCE OF OFFER
8.1
An Option offered to a Grantee pursuant to Rule 7 may only be accepted by the Grantee
within thirty (30) days after the relevant Offer Date and not later than 5.00 p.m. on the
thirtieth (30th) day from such Offer Date (a) by completing, signing and returning to the
Company the Acceptance Form in or substantially in the form set out in Annex 2, subject to
such modification as the Committee may from time to time determine, accompanied by
F-6
If a grant of an Option is not accepted strictly in the manner as provided in this Rule 8, such
offer shall, upon the expiry of the thirty (30) day period, automatically lapse and shall
forthwith be deemed to be null and void and be of no effect.
8.3
The Company shall be entitled to reject any purported acceptance of a grant of an Option
made pursuant to this Rule 8 or Exercise Notice (as defined in Rule 12) given pursuant to
Rule 12 which does not strictly comply with the terms of the Scheme.
8.4
Options are personal to the Grantees to whom they are granted and shall not be sold,
mortgaged, transferred, charged, assigned, pledged or otherwise disposed of or
encumbered in whole or in part or in any way whatsoever without the Committees prior
written approval, but may be exercised by the Grantees duly appointed personal
representative as provided in Rule 11.6 in the event of the death of such Grantee.
8.5
The Grantee may accept or refuse the whole or part of the offer. If only part of the offer is
accepted, the Grantee shall accept the offer in multiples of 1,000 Shares. The Committee
shall, within fifteen (15) Market Days of receipt of the Acceptance Form and consideration,
acknowledge receipt of the same.
8.6
In the event that a grant of an Option results in a contravention of any applicable law or
regulation, such grant shall be null and void and be of no effect and the relevant Participant
shall have no claim whatsoever against the Company.
8.7
Unless the Committee determines otherwise, an Option shall automatically lapse and
become null, void and of no effect and shall not be capable of acceptance if:
(a)
it is not accepted in the manner as provided in Rule 8.1 within the thirty (30) day
period; or
(b)
(c)
the Participant is adjudicated a bankrupt or enters into composition with his creditors
prior to his acceptance of the Option; or
(d)
the Grantee, being a Group Employee, ceases to be in the employment of the Group
or (being an Executive Director) ceases to be a director of the Company, in each case,
for any reason whatsoever prior to his acceptance of the Option; or
(e)
9.
EXERCISE PRICE
9.1
Subject to any adjustment pursuant to Rule 10, the Exercise Price for each Share in respect
of which an Option is exercisable shall be determined by the Committee at its absolute
discretion, and shall be fixed by the Committee at:
(a)
F-7
9.2
10.
a price which is set at a discount to the Market Price, the quantum of such discount to
be determined by the Committee in its absolute discretion, provided that the maximum
discount which may be given in respect of any Option shall not exceed 20% of the
Market Price in respect of that Option.
In making any determination under Rule 9.1(b) on whether to give a discount and the
quantum of such discount, the Committee shall be at liberty to take into consideration such
criteria as the Committee may, at its absolute discretion, deem appropriate, including but
not limited to:
(a)
the performance of the Company, its Subsidiaries and Associated Companies, as the
case may be, taking into account financial parameters such as net profit after tax,
return on equity and earnings growth;
(b)
the years of service and individual performance of the eligible Group Employee;
(c)
the contribution of the eligible Group Employee to the success and development of the
Company and/or the Group; and
(d)
ALTERATION OF CAPITAL
10.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation
of profits or reserves or rights issue or reduction, subdivision, consolidation or distribution,
or otherwise howsoever) should take place, then:
(a)
the Exercise Price in respect of the Shares comprised in the Option to the extent
unexercised; and/or
(b)
the class and/or number of Shares comprised in the Option to the extent unexercised
and the rights attached thereto; and/or
(c)
(d)
the class and/or number of Shares in respect of which additional Options may be
granted to Participants,
may, at the option of the Committee, be adjusted in such manner as the Committee may
determine to be appropriate, including retrospective adjustments, where such variation
occurs after the date of exercise of an Option but the Record Date relating to such variation
precedes such date of exercise and, except in relation to a capitalisation issue, upon the
written confirmation of the Auditors (acting only as experts and not as arbitrators), that in
their opinion, such adjustment is fair and reasonable.
10.2 Notwithstanding the provisions of Rule 10.1 above, no such adjustment shall be made (a)
if as a result, the Participant receives a benefit that a Shareholder does not receive; and (b)
unless the Committee after considering all relevant circumstances considers it equitable to
do so.
10.3 The issue of securities as consideration for an acquisition of any assets by the Company or
a private placement of securities or the cancellation of issued Shares purchased or acquired
by the Company by way of a market purchase of such Shares, in accordance with the
F-8
OPTION PERIOD
11.1 Options granted with the Exercise Price set at Market Price shall only be exercisable, in
whole or in part (provided that an Option may be exercised in part only in respect of 1,000
Shares or any multiple thereof), at any time, by a Participant after the first anniversary of the
Offer Date of that Option, provided always that the Options shall be exercised before the
tenth anniversary of the relevant Offer Date, or such earlier date as may be determined by
the Committee, failing which all unexercised Options shall immediately lapse and become
null and void and a Participant shall have no claim against the Company.
11.2 Options granted with the Exercise Price set at a discount to Market Price shall only be
exercisable, in whole or in part (provided that an Option may be exercised in part only in
respect of 1,000 Shares or any multiple thereof), at any time, by a Participant after the
second anniversary from the Offer Date of that Option, provided always that the Options
shall be exercised before the tenth anniversary of the relevant Offer Date, or such earlier
date as may be determined by the Committee, failing which all unexercised Options shall
immediately lapse and become null and void and a Participant shall have no claim against
the Company.
11.3 An Option shall, to the extent unexercised, immediately lapse and become null and void and
a Participant shall have no claim against the Company:
(a)
subject to Rules 11.4, 11.5 and 11.6, upon the Participant ceasing to be in the
employment of the Company or any of the companies within the Group for any reason
whatsoever;
(b)
upon the bankruptcy of the Participant or the happening of any other event which
results in his being deprived of the legal or beneficial ownership of such Option; or
(c)
For the purpose of Rule 11.3(a), a Participant shall be deemed to have ceased to be so
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.
F-9
(b)
redundancy;
(c)
(d)
or for any other reason approved in writing by the Committee, he may, at the absolute
discretion of the Committee, exercise any unexercised Option within the relevant Option
Period and upon the expiry of such period, the Option shall immediately lapse and become
null and void.
11.5 If a Participant ceases to be employed by a Subsidiary:
(a)
(b)
for any other reason, provided the Committee gives its consent in writing,
he may, at the absolute discretion of the Committee, exercise any unexercised Option within
the relevant Option Period and upon the expiry of such period, the Option shall immediately
lapse and become null and void.
11.6 If a Participant dies and at the date of his death holds any unexercised Option, such Option
may, at the absolute discretion of the Committee, be exercised by the duly appointed legal
personal representatives of the Participant within the relevant Option Period and upon the
expiry of such period, the Option shall immediately lapse and become null and void.
11.7 If a Participant, who is also an Executive Director or a Non-executive Director (as the case
may be), ceases to be a director for any reason whatsoever, he may, at the absolute
discretion of the Committee, exercise any unexercised Option within the relevant Option
Period and upon the expiry of such period, the Option shall immediately lapse and become
null and void.
12.
12.1 An Option may be exercised, in whole or in part (provided that an Option may be exercised
in part only in respect of 1,000 Shares or any multiple thereof), by a Participant giving notice
in writing to the Company in or substantially in the form set out in Annex 3 (the Exercise
Notice), subject to such amendments as the Committee may from time to time determine.
Every Exercise Notice must be accompanied by a remittance for the full amount of the
aggregate Exercise Price in respect of the Shares which have been exercised under the
Option, the relevant CDP charges (if any) and any other documentation the Committee may
require. All payments shall be made by cheque, cashiers order, bank draft or postal order
made out in favour of the Company. An Option shall be deemed to be exercised upon the
F-10
such consents or other actions required by any competent authority under any
regulations or enactments for the time being in force as may be necessary (including
any approvals required from the SGX-ST); and
(b)
compliance with the Rules of the Scheme and the Memorandum and Articles of
Association of the Company,
the Company shall, as soon as practicable after the exercise of an Option by a Participant
but in any event within ten (10) Market Days after the date of the exercise of the Option in
accordance with Rule 12.1, allot the Shares or, as the case may be, procure the transfer of
existing Shares (which may include, where desired, any Shares held by the Company as
treasury shares), in respect of which such Option has been exercised by the Participant and
where required, or as the case may be, within five (5) Market Days from the date of such
allotment, despatch the relevant share certificates to CDP for the credit of the securities
account of that Participant by ordinary post or such other mode of delivery as the Committee
may deem fit.
12.3 The Company shall as soon as practicable after the exercise of an Option, apply to the
SGX-ST or any other stock exchange on which the Shares are quoted or listed for
permission to deal in and for quotation of the Shares which may be issued upon exercise
of the Option and the Shares (if any) which may be issued to the Participant pursuant to any
adjustments made in accordance with Rule 10.
12.4 Shares which are all allotted or transferred on the exercise of an Option by a Participant
shall be issued, as the Participant may elect, in the name of, or transferred to, CDP to the
credit of the securities account of the Participant maintained with CDP or the Participants
securities sub-account with a Depository Agent.
12.5 Shares allotted and issued, and existing Shares procured by the Company for transfer, upon
the exercise of an Option shall be subject to all provisions of the Memorandum and Articles
of Association of the Company and shall rank pari passu in all respects with the then
existing issued Shares except for any dividends, rights, allotments or other distributions, the
Record Date for which is prior to the date such Option is exercised.
12.6 Except as set out in Rule 12 and subject to Rule 10, an Option does not confer on a
Participant any right to participate in any new issue of Shares.
13.
13.1 Any or all of the provisions of the Scheme may be modified and/or altered at any time and
from time to time by resolution of the Committee except that:
(a)
any modification or alteration which shall alter adversely the rights attaching to any
Option granted prior to such modification or alteration and which in the opinion of the
Committee, materially alters the rights attaching to any Option granted prior to such
modification or alteration, may only be made with the consent in writing of such number
F-11
(c)
no modification or alteration shall be made without the prior approval of the SGX-ST
or (if required) any other stock exchange on which the Shares are quoted or listed, and
such other regulatory authorities as may be necessary.
For the purposes of Rule 13.1(a), the opinion of the Committee as to whether any
modification or alteration would alter adversely the rights attaching to any Option shall be
final and conclusive.
13.2 Notwithstanding anything to the contrary contained in Rule 13.1, the Committee may at any
time by resolution (and without any other formality save for the prior approval of the
SGX-ST) amend or alter the Scheme in any way to the extent necessary to cause the
Scheme to comply with any statutory provision or the provisions or the regulations of any
regulatory or other relevant authority or body (including the SGX-ST).
13.3 Written notice of any modification or alteration made in accordance with this Rule shall be
given to all Participants.
14.
14.1 The Scheme shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten (10) years, commencing on the date on which the Scheme is
adopted by Shareholders in the EGM. Subject to compliance with any applicable laws and
regulations in Singapore, the Scheme may be continued beyond the above stipulated period
with the approval of the Shareholders by ordinary resolution at a general meeting and of any
relevant authorities which may then be required.
14.2 The Scheme may be terminated at any time by the Committee or by resolution of the
Shareholders at a general meeting subject to all other relevant approvals which may be
required and if the Scheme is so terminated, no further Options shall be offered by the
Company hereunder.
14.3 The termination, discontinuance or expiry of the Scheme shall be without prejudice to the
rights accrued to Options which have been granted and accepted as provided in Rule 8,
whether such Options have been exercised (whether fully or partially) or not.
15.
15.1 In the event of a take-over offer being made for the Company, Participants (including
Participants holding Options which are then not exercisable pursuant to the provisions of
Rule 11.1 and 11.2) holding Options as yet unexercised shall, notwithstanding Rule 11 and
Rule 12 but subject to Rule 15.5, be entitled to exercise such Options in full or in part in the
F-12
the expiry of six (6) months thereafter, unless prior to the expiry of such six (6) month
period, at the recommendation of the offeror and with the approvals of the Committee
and the SGX-ST, such expiry date is extended to a later date (being a date falling not
later than the date of expiry of the Option Period relating thereto); or
(b)
whereupon any Option then remaining unexercised shall immediately lapse and become
null and void.
Provided always that if during such period the offeror becomes entitled or bound to exercise
the rights of compulsory acquisition of the Shares under the provisions of the Act and, being
entitled to do so, gives notice to the Participants that it intends to exercise such rights on
a specified date, the Option shall remain exercisable by the Participants until such specified
date or the expiry of the Option Period relating thereto, whichever is earlier. Any Option not
so exercised by the said specified date shall lapse and become null and void provided that
the rights of acquisition or obligation to acquire stated in the notice shall have been
exercised or performed, as the case may be. If such rights of acquisition or obligations have
not been exercised or performed, all Options shall, subject to Rule 11, remain exercisable
until the expiry of the Option Period.
15.2 If, under the Act, the court sanctions 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, Participants (including Participants
holding Options which are then not exercisable pursuant to the provisions of Rule 11.1 and
Rule 11.2) shall notwithstanding Rule 11 and Rule 12 but subject to Rule 15.5, 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 court and ending either on the
expiry of sixty (60) days thereafter or the date upon which the compromise or arrangement
becomes effective, whichever is later (but not after the expiry of the Option Period relating
thereto), whereupon any unexercised Option shall lapse and become null and void,
Provided always that the date of exercise of any Option shall be before the tenth
anniversary of the Offer Date.
15.3 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.
15.4 In the event of a members solvent voluntary winding-up (other than for amalgamation or
reconstruction), Participants (including Participants holding Options which are then not
exercisable pursuant to the provisions of Rule 11.1 and Rule 11.2) shall, subject to Rule
15.5, be entitled within thirty (30) days of the passing of the resolution of such winding-up
(but not after the expiry of the Option Period relating thereto) to exercise in full any
unexercised Option, after which such unexercised Option shall lapse and become null and
void.
F-13
16.1 The Scheme shall be administered by the Committee in its absolute discretion with such
powers and duties as are conferred on it by the Board.
16.2 The Committee shall have the power, from time to time, to make or vary such regulations
(not being inconsistent with the Scheme) for the implementation and administration of the
Scheme as it thinks fit.
16.3 Any decision of the Committee, made pursuant to any provision of the Scheme (other than
a matter to be certified by the Auditors), shall be final and binding (including any decisions
pertaining to disputes as to the interpretation of the Scheme or any rule, regulation, or
procedure thereunder or as to any rights under the Scheme).
16.4 A Director who is a member of the Committee shall not be involved in its deliberation in
respect of Options to be granted to him.
17.
NOTICES
17.1 Any notice given by a Participant to the Company shall be sent by post or delivered to the
registered office of the Company or such other address as may be notified by the Company
to the Participant in writing.
17.2 Any notice or documents given by the Company to a Participant shall be sent to the
Participant by hand or sent to him at his home address stated in the records of the Company
or the last known address of the Participant, and if sent by post shall be deemed to have
been given on the day immediately following the date of posting.
18.
18.1 The Scheme or any Option shall not form part of any contract of employment between the
Company, any Subsidiary or Associated Company (as the case may be) and any Participant
and the rights and obligations of any individual under the terms of the office or employment
with such company within the Group shall not be affected by his participation in the Scheme
or any right which he may have to participate in it or any Option which he may hold and the
Scheme or any Option shall afford such an individual no additional rights to compensation
or damages in consequence of the termination of such office or employment for any reason
whatsoever.
F-14
TAXES
All taxes (including income tax) arising from the exercise of any Option granted to any
Participant under the Scheme shall be borne by the Participant.
20.
20.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the
issue and allotment or transfer of any Shares pursuant to the exercise of any Option in
CDPs name, the deposit of share certificate(s) with CDP, the Participants security account
with CDP or the Participants securities sub-account with his Depository Agent and all taxes
referred to in Rule 19 which shall be payable by the relevant Participant.
20.2 Save for such costs and expenses expressly provided in the Scheme to be payable by the
Participants, all fees, costs, and expenses incurred by the Company in relation to the
Scheme including but not limited to the fees, costs and expenses relating to the issue and
allotment or transfer of the Shares pursuant to the exercise of any Option shall be borne by
the Company.
21.
DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained and subject to the Act, the Board, 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 respect of any matter
under or in connection with the Scheme including but not limited to the Companys delay or
failure in issuing and allotting, or procuring the transfer of, the Shares or in applying for or
procuring the listing of and quotation for the Shares on the SGX-ST or any other stock
exchanges on which the Shares are quoted or listed.
22.
DISPUTES
Any disputes or differences of any nature in connection with the Scheme shall be referred
to the Committee and its decision shall be final and binding in all respects.
23.
CONDITION OF OPTION
Every Option shall be subject to the condition that no Shares shall be issued or transferred
pursuant to the exercise of an Option if such issue or transfer 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.
24.
GOVERNING LAW
The Scheme shall be governed by and construed in accordance with the laws of the
Republic of Singapore. The Company and the Participants, by accepting the offer of the
grant of Options in accordance with the Scheme, shall submit to the exclusive jurisdiction
of the courts of the Republic of Singapore.
F-15
(b)
The information required in the table below for the following Participants (which for the
avoidance of doubt, shall include Participants who have exercised all their Options in
any particular Financial Year):
(i)
(ii)
(iii) Participants, other than those in (i) and (ii) above, who receive 5% or more of the
total number of Options available under the Scheme; and
Name of
Participant
(c)
Options
granted during
financial year
under review
(including
terms)
Aggregate
Options
granted since
commencement
of the Scheme
to end of
financial year
under review
Aggregate
Options
exercised since
commencement
of the Scheme
to end of
financial year
under review
Aggregate
Options
outstanding as
at end of
financial year
under review
The number and proportion of Options granted at the following discounts to the Market
Price in the financial year under review:
(i)
(ii)
Options granted at between 10% but not more than 20% discount.
F-16
[Name]
[Designation]
[Address]
Dear Sir/Madam
We are pleased to inform you that you have been nominated by the Remuneration Committee of
the Board of Directors of Singapore O&G Ltd. (the Company) to participate in the SOG
Employee Share Option Scheme (the Scheme). Terms as defined in the Scheme shall have the
same meaning when used in this letter.
Accordingly, an offer is hereby made to grant you an Option, in consideration of the payment of
ordinary shares in the capital of the Company at the price
a sum of S$1.00, to acquire
per ordinary share. The Option shall be subject to the terms of this Letter of Offer
of S$
and the Scheme (as the same may be amended from time to time pursuant to the terms and
conditions of the Scheme), a copy of which is enclosed herewith.
The Option is personal to you and may not be sold, mortgaged, transferred, charged, assigned,
pledged or otherwise disposed of or encumbered in whole or in part or in any way whatsoever.
If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sum
of S$1.00 not later than
a.m./p.m. on the
day of
failing which this
offer will forthwith lapse.
Yours faithfully
For and on behalf of
Singapore O&G Ltd.
Name:
Designation:
F-17
S$
S$
I am not less than 21 years old, nor an undischarged bankrupt, nor have I entered into a
composition with any of my creditors;
(b)
I satisfy the eligibility requirements to participate in the Scheme as defined in Rule 4 of the
Scheme; and
(c)
I satisfy the other requirements to participate in the Scheme as set out in the Rules of the
Scheme.
F-18
Designation
Address
Nationality
*NRIC/Passport No.
Signature
Date
*Delete as appropriate
Notes:
(1)
(2)
The Acceptance Form must be forwarded to the Company Secretary in an envelope marked Private and
Confidential.
(3)
The Participant shall be informed by the Company of the relevant CDP charges payable at the time of the exercise
of an Option.
F-19
1.
Pursuant to your Letter of Offer dated (the Offer Date) and my acceptance thereof, I hereby
exercise the Option to acquire Shares in Singapore O&G Ltd. (the Company) at
per Share.
S$
2.
I hereby request the Company to allot and issue or transfer to me the number of Shares
specified in paragraph 1 in the name of The Central Depository (Pte) Limited (CDP) to the
credit of my Securities Account with the CDP/Securities Sub-Account with a Depository
Agent specified below and to deliver the share certificates relating thereto to CDP at my own
risk. I further agree to bear such fees or other charges as may be imposed by CDP (the CDP
charges) and any stamp duties in respect thereof:
*(a) Direct Securities Account Number :
*(b) Securities Sub-Account Number
3.
4.
I agree to acquire the Shares subject to the terms of the Letter of Offer, the SOG Employee
Share Option Scheme (as the same may be amended pursuant to the terms thereof from time
to time) and the Memorandum and Articles of Association of the Company.
5.
I declare that I am acquiring the Shares for myself and not as a nominee for any other person.
F-20
for
for the total
Designation
Address
Nationality
*NRIC/Passport No.
Signature
Date
*Delete as appropriate
Notes:
(1)
An Option may be exercised in whole or in part provided that an Option may be exercised in part only in respect of
1,000 Shares or any multiple thereof.
(2)
The form entitled Exercise Notice must be forwarded to the Company Secretary in an envelope marked Private
and Confidential.
F-21
1.1
2.
DEFINITIONS
2.1
In the Plan, unless the context otherwise requires, the following words and expressions
shall have the following meanings:
Act
Adoption Date
Associate
Associated
Company
A company in which at least 20% but not more than 50% of its
issued shares are held by the company or the Group and over
which the Company has Control
Auditors
Award
Award Date
Award Letter
CDP
Committee
Company
Control
G-1
Group Executive
Director
Group
Group Executive
Catalist Manual or
Listing Manual
Non-executive
Director
Participant
Performance
Condition
Performance
Period
Release
G-2
Released Award
Retention Period
Shares
Singapore
Exchange or
SGX-ST
Trading Day
Vesting
Vesting Date
2.2
Words importing the singular number shall, where applicable, include the plural number and
vice versa. Words importing the masculine gender shall, where applicable, include the
feminine and neuter genders.
2.3
2.4
Any reference in the Plan to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Act or any statutory modification
thereof and not otherwise defined in the Plan and used in the Plan shall have the meaning
assigned to it under the Act or any statutory modification thereof, as the case may be.
G-3
foster an ownership culture within the Group which aligns the interests of Group
Executives and Non-executive Directors with the interests of shareholders;
(b)
motivate Participants to achieve key financial and operational goals of the Company
and/or their respective business units; and
(c)
make total employee remuneration sufficiently competitive to recruit and retain staff
having skills that are commensurate with the Companys ambition to become a world
class company.
4.
ELIGIBILITY OF PARTICIPANTS
4.1
(a)
Group Executives who have attained the age of twenty-one (21) years and hold such
rank as may be designated by the Committee from time to time and who have, as of
the Award Date, been in full time employment of the Group for a period of at least
twelve (12) months (or in the case of any Group Executive Director, such shorter
period as the Committee may determine); and
(b)
Non-executive Directors,
shall be eligible to participate in the Plan at the absolute discretion of the Committee.
4.2
Controlling Shareholders and their Associates who satisfy the criteria set out in Paragraph
4.1 above shall be eligible to participate in the Plan, subject to independent approval for
each grant to such a person by independent shareholders of the Company at a general
meeting in separate resolutions for each such person and, in respect of each such person,
the actual or maximum number of Shares and terms of any Awards to be granted to him.
Successful applicants for the New Shares under the offering, by subscribing for such
shares, agree that the participation by our Controlling Shareholders or Associates of such
Controlling Shareholders, shall not require Shareholders approval.
5.
GRANT OF AWARDS
5.1
Subject as provided in Rule 8, the Committee may grant Awards to Group Executives and
Non-executive Directors as the Committee may select, in its absolute discretion, at any time
during the period when the Plan is in force.
5.2
The number of Shares which are the subject of each Award to be granted to a Participant
in accordance with the Plan shall be determined at the absolute discretion of the
Committee, which shall take into account criteria such as his rank, job performance and
potential for future development, his contribution to the success and development of the
Group and the extent of effort with which the Performance Condition may be achieved within
the Performance Period.
G-4
5.4
the Participant;
(b)
(c)
(d)
(e)
(f)
(g)
any other condition which the Committee may determine in relation to that Award.
The Committee may amend or waive the Performance Period, the Performance Condition
and/or the Release Schedule in respect of any Award:
(a)
in the event of a take-over offer being made for the Shares or if under the Act, the court
sanctions 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 or in the event of a proposal to liquidate or sell all
or substantially all of the assets of the Company; or
(b)
(ii)
As soon as reasonably practicable after making an Award, the Committee shall send to each
Participant an Award Letter confirming the Award and specifying in relation to the Award:
(a)
(b)
(c)
(d)
(e)
(f)
any other condition which the Committee may determine in relation to that Award.
G-5
5.7
An Award or Released Award shall be personal to the Participant to whom it is granted and,
prior to the allotment and/or transfer to the Participant of the Shares to which the Released
Award relates, shall not be transferred, charged, assigned, pledged or otherwise disposed
of, in whole or in part, except with the prior approval of the Committee and if a Participant
shall do, suffer or permit any such act or thing as a result of which he would or might be
deprived of any rights under an Award or Released Award without the prior approval of the
Committee, that Award or Released Award shall immediately lapse.
6.
6.1
An Award shall, to the extent not yet Released, immediately lapse without any claim
whatsoever against the Company:
(a)
(b)
subject to Rule 6.2(b), upon the Participant ceasing to be in the employment of the
Group for any reason whatsoever; or
(c)
in the event of an order being made or a resolution passed for the winding-up of the
Company on the basis, or by reason, of its insolvency.
For the purpose of Rule 6.1(b), the Participant shall be deemed to have ceased to be so
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.
6.2
the bankruptcy of the Participant or the happening of any other event which results in
his being deprived of the legal or beneficial ownership of an Award;
(b)
where the Participant ceases to be in the employment of the Group by reason of:
(i)
ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee;
(ii)
redundancy;
(vi) (where applicable) his transfer of employment between companies within the
Group;
G-6
(d)
the Committee may, in its absolute discretion, preserve all or any part of any Award and
decide as soon as reasonably practicable following such event either to Vest some or all of
the Shares which are the subject of any Award or to preserve all or part of any Award until
the end of the Performance Period and subject to the provisions of the Plan. In exercising
its discretion, the Committee will have regard to all circumstances on a case-by-case basis,
including (but not limited to) the contributions made by that Participant and the extent to
which the Performance Condition has been satisfied.
6.3
Without prejudice to the provisions of Rule 5.4, if before the Vesting Date, any of the
following occurs:
(a)
(b)
(c)
an order being made or a resolution being passed for the winding-up of the Company
(other than as provided in Rule 6.1(c) or for amalgamation or reconstruction),
the Committee will consider, at its discretion, whether or not to Release any Award, and will
take into account all circumstances on a case-by-case basis, including (but not limited to)
the contributions made by that Participant. If the Committee decides to Release any Award,
then in determining the number of Shares to be Vested in respect of such Award, the
Committee will have regard to the proportion of the Performance Period which has elapsed
and the extent to which the Performance Condition has been satisfied. Where Awards are
Released, the Committee will, as soon as practicable after the Awards have been Released,
procure the allotment or transfer to each Participant of the number of Shares so determined,
such allotment or transfer to be made in accordance with Rule 7.
7.
RELEASE OF AWARDS
7.1
Release of Award
Shares which are allotted or transferred on the Release of an Award to a Participant shall
be issued in the name of, or transferred to, CDP to the credit of the securities account of that
Participant maintained with CDP or the securities sub-account of that Participant
maintained with a Depository Agent, in each case, as designated by that Participant.
7.3
Ranking of Shares
New Shares allotted and issued, and existing Shares procured by the Company for transfer,
on the Release of an Award shall:
(a)
be subject to all the provisions of the Memorandum and Articles of Association of the
Company; and
(b)
rank in full for all entitlements, including dividends or other distributions declared or
recommended in respect of the then existing Shares, the Record Date for which is on
or after the relevant Vesting Date, and shall in all other respects rank pari passu with
other existing Shares then in issue.
For the purposes of this Rule 7.3, Record Date means the date fixed by the Company for
the purposes of determining entitlements to dividends or other distributions to or rights of
holders of Shares.
G-8
Moratorium
Shares which are allotted and issued or transferred to a Participant pursuant to the Release
of an Award shall not be transferred, charged, assigned, pledged or otherwise disposed of,
in whole or in part, during the Retention Period, except to the extent set out in the Award
Letter or with the prior approval of the Committee. The Company may take steps that it
considers necessary or appropriate to enforce or give effect to this disposal restriction
including specifying in the Award Letter the conditions which are to be attached to an Award
for the purpose of enforcing this disposal restriction.
8.
8.1
The aggregate number of Shares which may be issued or transferred pursuant to Awards
granted under the Plan on any date, when aggregated with the aggregate number of Shares
over which options or awards are granted under any other share option schemes or share
schemes of the Company, shall not exceed 15% of the total number of issued Shares
(excluding Shares held by the Company as treasury shares) on the day preceding that date.
8.2
The aggregate number of Shares which may be issued or transferred pursuant to Awards
under the Plan to Participants who are Controlling Shareholders and their Associates shall
not exceed 25% of the Shares available under the Plan.
8.3
The number of Shares which may be issued or transferred pursuant to Awards under the
Plan to each Participant who is a Controlling Shareholder or his Associate shall not exceed
10% of the Shares available under the Plan.
8.4
Shares which are the subject of Awards which have lapsed for any reason whatsoever may
be the subject of further Awards granted by the Committee under the Plan.
9.
ADJUSTMENT EVENTS
9.1
If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation,
distribution or otherwise) shall take place, then:
(a)
the class and/or number of Shares which are the subject of an Award to the extent not
yet Vested; and/or
(b)
the class and/or number of Shares in respect of which future Awards may be granted
under the Plan,
9.4
Upon any adjustment required to be made pursuant to this Rule 9, the Company shall notify
the Participant (or his duly appointed personal representatives where applicable) in writing
and deliver to him (or his duly appointed personal representatives where applicable) a
statement setting forth the class and/or number of Shares thereafter to be issued or
transferred on the Vesting of an Award. Any adjustment shall take effect upon such written
notification being given.
10.
10.1 The Plan shall be administered by the Committee in its absolute discretion with such powers
and duties as are conferred on it by the board of directors of the Company, provided that no
member of the Committee shall participate in any deliberation or decision in respect of
Awards to be granted to him or held by him.
10.2 The Committee shall have the power, from time to time, to make and vary such
arrangements, guidelines and/or regulations (not being inconsistent with the Plan) for the
implementation and administration of the Plan, to give effect to the provisions of the Plan
and/or to enhance the benefit of the Awards and the Released Awards to the Participants,
as it may, in its absolute discretion, think fit. Any matter pertaining or pursuant to the Plan
and any dispute and uncertainty as to the interpretation of the Plan, any rule, regulation or
procedure thereunder or any rights under the Plan shall be determined by the Committee.
10.3 Neither the Plan nor the grant of Awards under the Plan shall impose on the Company or
the Committee or any of its members any liability whatsoever in connection with: (a) the
lapsing of any Awards pursuant to any provision of the Plan; (b) the failure or refusal by the
Committee to exercise, or the exercise by the Committee of, any discretion under the Plan;
and/or (c) any decision or determination of the Committee made pursuant to any provision
of the Plan.
10.4 Any decision or determination of the Committee made pursuant to any provision of the Plan
(other than a matter to be certified by the Auditors) shall be final, binding and conclusive
(including for the avoidance of doubt, any decisions pertaining to disputes as to the
interpretation of the Plan or any rule, regulation or procedure hereunder or as to any rights
under the Plan). The Committee shall not be required to furnish any reasons for any
decision or determination made by it.
10.5 A Director who is a member of the Committee shall not be involved in its deliberation in
respect of Awards to be granted to him.
11.
11.1 Any notice required to be given by a Participant to the Company shall be sent or made to
the registered office of the Company or such other addresses (including electronic mail
addresses) or facsimile number, and marked for the attention of the Committee, as may be
notified by the Company to him in writing.
11.2 Any notices or documents required to be given to a Participant or any correspondence to be
made between the Company and the Participant shall be given or made by the Committee
G-10
12.1 Any or all the provisions of the Plan may be modified and/or altered at any time and from
time to time by a resolution of the Committee, except that:
(a)
no modification or alteration shall alter adversely the rights attached to any Award
granted prior to such modification or alteration except with the consent in writing of
such number of Participants who, if their Awards were Released to them upon the
Performance Conditions for their Awards being satisfied in full, would become entitled
to not less than three-quarters in number of all the Shares which would fall to be
Vested upon Release of all outstanding Awards upon the Performance Conditions for
all outstanding Awards being satisfied in full;
(b)
(c)
no modification or alteration shall be made without the prior approval of the Singapore
Exchange and such other regulatory authorities as may be necessary.
For the purposes of Rule 12.1(a), the opinion of the Committee as to whether any
modification or alteration would adversely affect the rights attached to any Award shall be
final, binding and conclusive.
For the avoidance of doubt, nothing in this Rule 12.1 shall affect the right of the Committee
under any other provision of the Plan to amend or adjust any Award.
12.2 Notwithstanding anything to the contrary contained in Rule 12.1, the Committee may at any
time by resolution (and without other formality, save for the prior approval of the Singapore
Exchange) amend or alter the Plan in any way to the extent necessary or desirable, in the
opinion of the Committee, to cause the Plan to comply with, or take into account, any
statutory provision (or any amendment or modification thereto, including amendment of or
modification to the Act) or the provision or the regulations of any regulatory or other relevant
authority or body (including the Singapore Exchange).
12.3 Written notice of any modification or alteration made in accordance with this Rule 12 shall
be given to all Participants.
G-11
14.
14.1 The Plan shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten (10) years commencing on the Adoption Date, provided always that
the Plan may continue beyond the above stipulated period with the approval of the
Companys shareholders by ordinary resolution in general meeting and of any relevant
authorities which may then be required.
14.2 The Plan may be terminated at any time by the Committee or, at the discretion of the
Committee, by resolution of the Company in general meeting, subject to all relevant
approvals which may be required and if the Plan is so terminated, no further Awards shall
be granted by the Committee hereunder.
14.3 The expiry or termination of the Plan shall not affect Awards which have been granted prior
to such expiry or termination, whether such Awards have been Released (whether fully or
partially) or not.
15.
TAXES
All taxes (including income tax) arising from the grant or Release of any Award granted to
any Participant under the Plan shall be borne by that Participant.
16.
16.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the
issue and allotment or transfer of any Shares pursuant to the Release of any Award in
CDPs name, the deposit of share certificate(s) with CDP, the Participants securities
account with CDP, or the Participants securities sub-account with a Depository Agent.
16.2 Save for the taxes referred to in Rule 15 and such other costs and expenses expressly
provided in the Plan to be payable by the Participants, all fees, costs and expenses incurred
by the Company in relation to the Plan including but not limited to the fees, costs and
expenses relating to the allotment and issue, or transfer, of Shares pursuant to the Release
of any Award shall be borne by the Company.
17.
DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, 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 Companys
delay in issuing, or procuring the transfer of, the Shares or applying for or procuring the
listing of new Shares on the Singapore Exchange in accordance with Rule 7.1.3.
G-12
(b)
(ii)
(iii) Participants (other than those in paragraphs (i) and (ii) above) who have received
Shares pursuant to the Release of Awards granted under the Plan which, in
aggregate, represent 5% or more of the aggregate of the total number of Shares
available under the Plan,
the following information:
(aa) the name of the Participant;
(bb) the number of new Shares issued and the number of existing Shares transferred
to such Participant during the financial year under review; and
(c)
the aggregate number of Shares comprised in Awards granted under the Plan
since the commencement of the Plan to the end of the financial year under
review;
(ii)
the aggregate number of Shares comprised in Awards which have Vested under
the Plan during the financial year under review and in respect thereof, the
proportion of:
a.
b.
existing Shares transferred and where existing Shares were purchased for
delivery, the range of prices at which such Shares were purchased,
upon the Release of the Vested Awards granted under the Plan; and
(iii) the aggregate number of Shares comprised in Awards granted under the Plan
which have not been Released, as at the end of the financial year under review.
19.
DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the
Committee and its decision shall be final and binding in all respects.
G-13
GOVERNING LAW
The Plan shall be governed by, and construed in accordance with, the laws of the Republic
of Singapore. The Participants, by accepting grants of Awards in accordance with the Plan,
and the Company submit to the exclusive jurisdiction of the courts of the Republic of
Singapore.
21.
G-14
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 belonging to the Participating
Banks (ATM Electronic Applications) or through Internet Banking (IB) websites of the
relevant Participating Banks (Internet Electronic Applications), or through mobile
banking interface of the relevant Participating Banks (mBanking Applications, which
together with ATM Electronic Applications and Internet Electronic Applications, shall be
referred to as Electronic Applications).
Your application for the Placement Shares may only be made by way of printed Placement
Shares Application Forms.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.
3.
You (not being an approved nominee company) are allowed to submit only one
application in your own name for the Offer Shares or the Placement 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 may be rejected at the discretion of our Company, and the Sponsor, Issue
Manager, Underwriter and Placement Agent.
If you submit an application for Offer Shares by way of an ATM Electronic Application,
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 may be rejected at the discretion of our Company, and the Sponsor,
Issue Manager, Underwriter and Placement Agent.
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 may be rejected at the discretion of our Company, and the
Sponsor, Issue Manager, Underwriter and Placement Agent.
If you have made an application for Placement Shares by way of an Application Form,
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 may be rejected at the
discretion of our Company, and the Sponsor, Issue Manager, Underwriter and
Placement Agent.
H-1
We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities
Account holders of CDP and from applicants whose addresses (as furnished in their
Application Forms or, in the case of Electronic Applications, contained in the records of the
relevant Participating Banks, as the case may be) bear post office box numbers. No person
acting or purporting to act on behalf of a deceased person is allowed to apply under the
Securities Account with CDP in the deceaseds name at the time of application.
5.
We will not recognise the existence of a trust. Any application by a trustee or trustees must
therefore be made in his/her/their own name(s) and without qualification or, where the
application is made by way of an Application Form by a nominee, in the name(s) of an
approved nominee company or companies after complying with paragraph 6 below.
6.
7.
H-2
If your address as stated in the Application Form or, in the case of an Electronic
Application, contained 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 and other correspondence from CDP will be sent to your address last
registered with CDP.
9.
Our Company and the Sponsor, Issue Manager, Underwriter and Placement Agent
reserves the right to reject any application which does not conform strictly to the
instructions set out in the Application Form and in this Offer Document or which does
not comply with the instructions for Electronic Applications or with the terms and
conditions of this Offer Document or, in the case of an application by way of an
Application Form, which is illegible, incomplete, incorrectly completed or which is
accompanied by an improperly drawn remittance or improper form of remittance. Our
Company and the Sponsor, Issue Manager, Underwriter and Placement Agent further
reserves the right to treat as valid any applications not completed or submitted or
effected in all respects in accordance with the instructions set out in the Application
Forms or the instructions for Electronic Applications or the terms and conditions of
this Offer Document, and also to present for payment or other processes all
remittances at any time after receipt and to have full access to all information relating
to, or deriving from, such remittances or the processing thereof.
10. Our Company and the Sponsor, Issue Manager, Underwriter and Placement Agent reserves
the right to reject or to accept, in whole or in part, or to scale down or to ballot any application,
without assigning any reason therefor, and no enquiry and/or correspondence on the
decision of our Company with regards hereto will be entertained. This right applies to
applications made by way of Application Forms and by way of Electronic Applications. In
deciding the basis of allotment, which shall be at our discretion, due consideration will be
given 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.
Subject to your provision of a valid and correct CDP Securities Account number, Share
certificates will be registered in the name of CDP or its nominee and will be forwarded only
to CDP. It is expected that CDP will send to you, at your own risk, within fifteen (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, if your
application is successful. This will be the only acknowledgement of application monies
received and is not an acknowledgement by our Company and the Sponsor, Issue Manager,
Underwriter and Placement Agent. You irrevocably authorise CDP to complete and sign on
your behalf, as transferee or renouncee, any instrument of transfer and/or other documents
required for the issue or transfer of the New Shares allotted to you. This authorisation applies
to applications made by way of Application Forms and by way of Electronic Applications.
You hereby consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent residency status, CDP Securities Account number, CPF Investment
Account number (if applicable) and shares application amount from your account with the
relevant Participating Bank to the Share Registrar, SCCS, SGX-ST, CDP, CPF, our Company,
and the Sponsor, Issue Manager, Underwriter and Placement Agent.
H-3
irrevocably offer, agree and undertake 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 for each New Share and agree that you will accept such
New Shares as may be allotted to you, in each case on the terms of, and subject to the
conditions set out in this Offer Document and the Memorandum and Articles of
Association of our Company for application;
(b)
agree that, in the event of any inconsistency between the terms and conditions for
application set out in this Offer Document and those set out in the IB websites or ATMs
or mobile banking interface of the relevant Participating Banks, the terms and
conditions set out in this Offer Document shall prevail;
H-4
agree that the aggregate Issue Price for the New Shares applied for is due and payable
to the Company upon application;
(d)
warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such
information, representations and declarations will be relied on by our Company in
determining whether to accept your application and/or whether to allot any New Shares
to you;
(e)
(f)
agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable
to your application, you have complied with all such laws and none of our Company, and
the Sponsor, Issue Manager, Underwriter and Placement Agent will infringe any such
laws as a result of the acceptance of your application.
16. Our acceptance of applications will be conditional upon, inter alia, our Company 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 Catalist;
(b)
the Sponsorship and Management Agreement and the Underwriting and Placement
Agreement referred to in the section titled Sponsorship, Management, Underwriting
and Placement Arrangements of this Offer Document have become unconditional and
have not been terminated or cancelled prior to such date as our Company may
determine; and
H-5
the SGX-ST, acting as an agent on behalf of the Authority, has not served a stop order
(Stop Order) which directs that no or no further shares to which this Offer Document
relates be allotted.
17. In the event that a Stop Order in respect of the New Shares is served by the SGX-ST, acting
as an agent on behalf of the Authority, and
(a)
in the case where the New Shares have not been issued, all applications shall be
deemed to have been withdrawn and cancelled and our Company shall refund (at your
own risk) all monies paid on account of your application of the New Shares (without
interest or any share of revenue or other benefit arising therefrom) to you within
fourteen (14) days of the date of the Stop Order; or
(b)
in the case where the New Shares have already been issued and/or transferred but
trading has not commenced, the issue and/or transfer of the New Shares shall be
deemed to be void and our Company shall, within fourteen (14) days from the date of
the Stop Order, refund (at your own risk) all monies paid on account of your application
for the New Shares (without interest or any share of revenue or other benefit arising
therefrom).
This shall not apply where only an interim Stop Order has been served.
18. In the event that an interim Stop Order in respect of the New Shares is served by the
SGX-ST, acting as an agent on behalf of the Authority, or other competent authority, no New
Shares shall be issued to you during the time when the interim Stop Order is in force.
19. The SGX-ST, acting as an agent on behalf of the Authority, is not able to serve a Stop Order
in respect of the New Shares if the New Shares have been issued, listed for quotation on a
securities exchange and trading in the New Shares has commenced.
20. We will not hold any application in reserve.
21. We will not allot Shares on the basis of this Offer Document later than six months after the
date of registration of this Offer Document by the SGX-ST.
22. Additional terms and conditions for applications by way of Application Forms are set out
below.
23. Additional terms and conditions for applications by way of Electronic Applications are set out
below.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS
Applications by way of an Application Form shall be made on, and subject to, the terms and
conditions of this Offer Document including but not limited to the terms and conditions appearing
below as well as those set out under the section titled Terms, Conditions and Procedures for
Application of this Offer Document, as well as the Memorandum and Articles of Association of our
Company.
H-6
Your application for the Offer Shares must be made using the WHITE Application Forms and
WHITE official envelopes A and B for Offer Shares, the BLUE Application Forms and
BLUE official envelopes for Placement Shares, accompanying and forming part of this Offer
Document.
We draw your attention to the detailed instructions contained in the respective Application
Forms and this Offer Document for the completion of the Application Forms which must be
careful followed. Our Company and the Sponsor, Issue Manager, Underwriter and
Placement Agent reserves the right to reject applications which do not conform
strictly to the instructions set out in the Application Forms and this Offer Document or
to the terms and conditions of this Offer Document or which are illegible, incomplete,
incorrectly completed or which are accompanied by improperly drawn remittances or
improper form of remittance.
2.
Your Application Forms must be completed in English. Please type or write clearly in ink
using BLOCK LETTERS.
3.
All spaces in the Application Forms except those under the heading FOR OFFICIAL USE
ONLY must be completed and the words NOT APPLICABLE or N.A. should be written
in any space that is not applicable.
4.
Individuals, corporations, approved nominee companies and trustees must give their names
in full. If you are an individual, you must make your application using your full names as it
appears in your identity cards (if you have such an identification document) or in your
passports and, in the case of a corporation, in your full name as registered with a competent
authority. If you are a non-individual, you must complete the Application Form under the hand
of an official who must state the name and capacity in which he signs the Application Form.
If you are a corporation completing the Application Form, you are required to affix your
Common Seal (if any) in accordance with your Memorandum and Articles of Association or
equivalent constitutive documents of the corporation. 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 Companys Share Registrar and
Share Transfer Office. Our Company reserves the right to require you to produce
documentary proof of identification for verification purposes.
5.
(a)
You must complete Sections A and B and sign on page 1 of the Application Form.
(b)
You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application
Form. Where paragraph 7(a) is deleted, you must also complete Section C of the
Application Form with particulars of the beneficial owner(s).
(c)
If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may
be, on page 1 of the Application Form, your application is liable to be rejected.
H-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
BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in
favour of SINGAPORE O&G SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, and
with your name, CDP Securities Account number and address written clearly on the reverse
side. Applications not accompanied by any payment or accompanied by any other form
of payment will not be accepted. We will reject remittances bearing NOT
TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt
will be issued by our Company, or the Sponsor for applications and application monies
received.
7.
8.
Capitalised terms used in the Application Forms and defined in this Offer Document shall
bear the meanings assigned to them in this Offer Document.
9.
You irrevocably agree and acknowledge that your application is subject to risks of fires, acts
of God and other events beyond the control of our Company, our Directors, the Sponsor
and/or any other party involved in the Invitation, and if, in any such event, our Company
and/or the Sponsor does not receive your Application Form, you shall have no claim
whatsoever against our Company, the Sponsor, Issue Manager, Underwriter and Placement
Agent and/or any other party involved in the Invitation for the New Shares applied for or for
any compensation, loss or damage.
H-8
in consideration of our Company having distributed the Application Form to you and
agreeing to close the Application List at 12.00 noon on [] 2015 or such other time or
date as our Company may, in consultation with the Sponsor, Issue Manager,
Underwriter and Placement Agent, decide:
(i)
(ii)
your remittance will be honoured on first presentation and that any monies
returnable may be held pending clearance of your payment without interest or any
share of revenue or other benefit arising therefrom;
(b)
neither our Company, the Sponsor, Issue Manager, Underwriter and Placement Agent
nor any other party involved in the Invitation shall be liable for any delays, failures or
inaccuracies in the recording, storage or in the transmission or delivery of data relating
to your application to us or CDP due to breakdowns or failure of transmission, delivery
or communication facilities or any risks referred to in paragraph 9 above or to any cause
beyond their respective controls;
(c)
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;
(d)
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
behalf of our Company;
(e)
you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application;
(f)
in making your application, reliance is placed solely on the information contained in this
Offer Document and that none of our Company, the Sponsor, Issue Manager,
Underwriter and Placement Agent or any other person involved in the Invitation shall
have any liability for any information not so contained;
(g)
(h)
you irrevocably agree and undertake to subscribe for the number of New Shares applied
for as stated in the Application Form or any smaller number of such New Shares that
may be allotted to you in respect of your application. In the event that our Company
decides to allot and/or allocate a smaller number of New Shares or not to allot and/or
allocate any New Shares to you, you agree to accept such decision as final.
H-9
Your application 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 the correct remittance in accordance with the terms and conditions of this
Offer Document in the WHITE official envelope A provided;
(b)
(ii)
(iii) tick the relevant box to indicate the form of payment; and
(iv) affix adequate Singapore postage;
3.
(c)
(d)
write, in the special box provided on the larger WHITE official envelope B addressed
to SINGAPORE O&G LTD. C/O TRICOR BARBINDER SHARE REGISTRATION
SERVICES, 80 ROBINSON ROAD #02-00, SINGAPORE 068898, the number of Offer
Shares for which the application is made; and
(e)
insert WHITE official envelope A into WHITE official envelope B, seal WHITE official
envelope B, affix adequate Singapore postage on WHITE official envelope B (if
despatched by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR
DELIVER BY HAND, the documents at your own risk to SINGAPORE O&G LTD. C/O
TRICOR BARBINDER SHARE REGISTRATION SERVICES, 80 ROBINSON ROAD
#02-00, SINGAPORE 068898, to arrive by 12.00 noon on [] 2015 or such other time
as our Company may, in consultation with the Sponsor, Issue Manager,
Underwriter and Placement Agent, decide. Local Urgent Mail or Registered Post
must NOT be used. No acknowledgement of receipt will be issued for any application
or remittance received.
Your application for Placement Shares MUST be made using the BLUE Placement Shares
Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope.
H-10
The completed and signed BLUE Placement Shares Application Form and the correct
remittance in full in respect of the number of Placement Shares applied for (in accordance
with the terms and conditions of this Offer Document) with your name and address written
clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by
you. You must affix adequate Singapore postage on the envelope (if despatching by ordinary
post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR
DELIVERED BY HAND at your own risk to SINGAPORE O&G LTD. C/O TRICOR
BARBINDER SHARE REGISTRATION SERVICES, 80 ROBINSON ROAD #02-00,
SINGAPORE 068898, to arrive by 12.00 noon on [] 2015 or such other time as our
Company may, in consultation with the Sponsor, Issue Manager, Underwriter and
Placement Agent, decide. Local Urgent Mail or Registered Post must NOT be used. No
acknowledgement of receipt will be issued for any application or remittance received.
3.
H-11
(b)
your mailing address for IB with the relevant Participating Bank is in Singapore;
(c)
you are not a US person (1) (as such term is defined in Regulation S under the United States
Securities Act of 1933, as amended from time to time);
and you will be asked to declare accordingly. Otherwise, your application is liable to be rejected.
Note:
(1)
You shall make an Electronic Application in accordance with and subject to the terms and
conditions of this Offer Document including but not limited to the terms and conditions appearing
below and those set out under the section titled Terms, Conditions and Procedures for
Application of this Offer Document 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 your Electronic Application:
(a)
that you have received a copy of this Offer Document (in the case of ATM
Electronic Applications only) and have read, understood and agreed to all the
terms and conditions of application for Offer Shares and this Offer Document
prior to effecting the Electronic Application and agree to be bound by the same;
(b)
that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent residence status, share application amount, CPF
Investment Account number (if applicable) and CDP Securities Account number
and application details (the Relevant Particulars) with the relevant Participating
Bank to the CDP, CPF, SCCS, SGX-ST, Share Registrar, our Company, the Sponsor,
Issue Manager, Underwriter and Placement Agent or other authorised operators
(the Relevant Parties); and
(c)
that this is your only application for Offer Shares and it is made in your own name
and at your own risk.
H-12
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 or accepted. Any Electronic Application which does not conform strictly to
the instructions set out in this Offer Document or on the screens of the ATM or the IB
website of the relevant Participating Bank through which your Electronic Application
is being made shall be rejected.
You may make an ATM Electronic Application at the ATM of any Participating Bank or an
Internet Electronic Application at the IB website of the relevant Participating Bank for the
Offer Shares using only cash by authorising such Participating Bank to deduct the full
amount payable from your account with such Participating Bank.
4.
You irrevocably agree and undertake to subscribe for and/or to accept the number of Offer
Shares applied for as stated on the Transaction Record or the Confirmation Screen or any
lesser number of Offer Shares that may be allotted to you in respect of your Electronic
Application.
In the event that our Company decides 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
Confirm or Yes or OK or any other relevant key on the ATM or clicking Confirm or OK
or Submit or Continue or Yes or any other relevant button 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 the Memorandum and Articles of Association of our Company. You also irrevocably
H-13
Where your Electronic Application is rejected or accepted in part only, the full amount or the
balance of the application monies, as the case may be, will be refunded in Singapore
currency (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 fourteen
(14) days after the close of the Application List provided that the remittance in respect of such
application which has been presented for payment or other processes have been honoured
and the application monies have been received in the designated share issue account.
In the event that the Invitation is cancelled by us following the termination of the Sponsorship
and Management Agreement and the Underwriting and Placement Agreement pursuant to
the Sponsorship and Management Agreement and the Underwriting and Placement
Agreement, on and subject to the terms and conditions of this Offer Document, the
application monies received will be refunded (without interest or any share of revenue or any
other benefit arising therefrom) to you by being automatically credited to you in Singapore
currency within fourteen (14) days of the termination of the Invitation. In the event that the
Invitation is cancelled following the issuance of a Stop Order by the SGX-ST, acting as agent
on behalf of the Authority, the application monies received will be refunded (without interest
or any share of revenue or other benefit arising therefrom) to you by being automatically
credited to you in Singapore currency within fourteen (14) days from the date of the Stop
Order.
Responsibility for timely refund of application monies 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 monies 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 Catalist. You
may also call CDP Phone at 6535 7511 to check the provisional results of your
application by using your T-pin (issued by CDP upon your application for the service)
and keying in the stock code (that will be made available together with the results of
the allotment via an announcement through the SGX-ST and by advertisement in a
generally circulating daily press). To sign up for the service, you may contact CDP
customer service officers. Neither the SGX-ST, the CDP, the SCCS, the Participating
Banks, our Company nor the Sponsor, Issue Manager, Underwriter and Placement
H-14
Telephone
Available at ATM/Internet
Operating
Hours
Service
Expected
From
UOB
Group
24 hours
a day
Evening of
the balloting
day
DBS Bank
Internet Banking
http://www.dbs.com (2)
24 hours
a day
Evening of
the balloting
day
ATM/Internet Banking.
Phone Banking
http://www.ocbc.com (3)
24 hours
a day
Evening of
the balloting
day
Notes:
7.
(1)
If you have made your Electronic Application through the ATMs or IB website of the UOB Group, you may
check the results of your application through UOB Personal Internet Banking, ATMs of the UOB Group or UOB
Phone Banking Services.
(2)
If you have made your Electronic Application through the ATMs or IB website of DBS Bank, you may check
the results of your application through the channel listed above.
(3)
If you have made your Electronic Application through the ATMs of OCBC, you may check your results through
OCBC Personal Internet Banking, OCBC ATMs or OCBC Phone Banking Services.
You irrevocably agree and acknowledge 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, our Company and the
Sponsor and if, in any such event, our Company, the Sponsor, Issue Manager, Underwriter
and Placement Agent and/or the relevant Participating Bank do not receive your Electronic
Application, or data relating to your Electronic Application or the tape or any other devices
containing such data 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 our Company, our Directors, the
Sponsor, Issue Manager, Underwriter and Placement Agent and/or the relevant Participating
H-15
Electronic Applications shall close at 12.00 noon on [] 2015 or such other time as our
Company may, in consultation with the Sponsor, Issue Manager, Underwriter and Placement
Agent, decide. Subject to the paragraph above, an Internet Electronic Application is deemed
to be received when it enters the designated information system of the relevant Participating
Bank.
9.
You are deemed to have irrevocably requested and authorised our Company to:
(a)
register the Offer Shares allotted to you in the name of CDP for deposit into your
Securities Account;
(b)
(c)
return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) of the application monies in Singapore currency, should your Electronic
Application be unsuccessful, by automatically crediting your bank account with your
Participating Bank with the relevant amount within 24 hours of the balloting of
applications; and
(d)
return or refund (without interest or any share of revenue or other benefit arising
therefrom) the balance of the application monies in Singapore currency, should your
Electronic Application be accepted in part only, by automatically crediting your bank
account with your Participating Bank with the relevant amount within fourteen (14) days
after the close of the Application List.
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. Our Company will reject any application
by any person acting as nominee except those made by approved nominee companies only.
11.
All your particulars in the records of your relevant Participating Bank at the time you make
your Electronic Application shall be deemed to be true and correct and your relevant
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 the time of the making of your
Electronic Application, you shall promptly notify your relevant Participating Bank.
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 and other
correspondence from the CDP 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)
H-16
(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)
neither our Company, the Sponsor, Issue Manager, Underwriter and Placement Agent,
the Participating Banks nor CDP 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 our Company or CDP due to breakdowns or failure of
transmission, delivery or communication facilities or any risks referred to in paragraph
7 above or to any cause beyond our 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 behalf of our Company and not otherwise,
notwithstanding any payment received by or on behalf of our Company;
(d)
you will not be entitled to exercise any remedy of rescission or misrepresentation at any
time after acceptance of your application; and
(e)
in making your application, reliance is placed solely on the information contained in this
Offer Document and that none of our Company, the Sponsor, Issue Manager,
Underwriter and Placement Agent or any other person involved in the Invitation shall
have any liability for any information not so contained.
Steps for Electronic Applications through the ATMs and the IB website of the UOB Group
The instructions for Electronic Applications will appear on the ATM screens and the IB website
screens of the respective Participating Banks. For illustrative purposes, the steps for making an
Electronic Application through ATMs or through the IB website of the UOB Group are shown below.
Instructions for Electronic Applications appearing on the ATM screens and the IB website screens
(if any) of the relevant Participating Banks (other than the UOB Group) may differ from that
represented below.
Steps for an ATM Electronic Application through ATMs of the UOB Group
Owing to space constraints on the UOB Groups ATM screens, the following terms will appear in
abbreviated form:
&
and
ADDR
ADDRESS
AMT
AMOUNT
APPLN
APPLICATION
H-17
CPF
CPFINVT A/C
ESA
IC/PSSPT
NO or NO.
NUMBER
PERSONAL NO
REGISTRARS
SHARE REGISTRARS
SCCS
YR
YOUR
Step 1
Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key
in your personal identification number.
Select ESA-Fixed.
Read and understand the following statements which will appear on the screen:
H-18
(Press ENTER key to confirm that you have read and understood the above
statements)
7
Read and understand the following terms which will appear on the screen:
Select mode of payment i.e. CASH ONLY. You will be prompted to select Cash
Account type to debit (i.e., CURRENT ACCOUNT/I-ACCOUNT, CAMPUS OR
SAVINGS ACCOUNT / TX ACCOUNT). Should you have a few accounts linked
to your ATM card, a list of linked account numbers will be displayed for you to
select.
10
After you have selected the account, your CDP Securities Account number will be
displayed for you to confirm or change (This screen with your CDP Securities
Account number will be shown if your CDP Securities Account number is already
stored in the ATM system of the UOB Group). If this is the first time you are using
the UOB Groups ATM to apply for Shares, your CDP Securities Account number
will not be stored in the ATM system of the UOB Group, and the following screen
will be displayed for your input of your CDP Securities Account number.
H-19
Read and understand the following terms which will appear on the screen:
DO NOT KEY IN THE CDP A/C NO. OF YOUR JOINT A/C HOLDER OR
OTHER THIRD PARTIES
12
Key in your CDP Securities Account number (12 digits) and press the ENTER
key.
13
14
Key in the number of Shares you wish to apply for and press the ENTER key.
15
Check the details of your Electronic Application on the screen and press ENTER
key to confirm your Electronic Application.
16
Select NO if you do not wish to make any further transactions and remove the
Transaction Record. You should keep the Transaction Record for your own
reference only.
Steps for an Internet Electronic Application through the IB website of the UOB Group
Owing to space constraints on the UOB Groups IB website screens, the following terms will
appear in abbreviated form:
CDP
CPF
NRIC or I/C
PR
Permanent Resident
SGD or S$
Singapore Dollars
SCCS
SGX
Step 1
Locate the UOB Online Services Login icon on the top right hand side next to
Internet Banking.
H-20
Click on UOB Online Services Login and at drop list select UOB Personal
Internet Banking.
You will receive a SMS One-Time Password. Enter the SMS One-Time Password
and click Proceed.
Read the IMPORTANT notice and complete the declarations found on the bottom
of the page by answering Yes/No to the questions.
Click Continue.
10
11
Select the Securities Counter from the drop list (if there are concurrent IPOs)
and click Submit.
12
Check the Securities Counter, select the mode of payment and account number
to debit and click on Submit.
13
You have read, understood and agreed to all terms and conditions of
this application and Prospectus / Offer Document or Supplementary
Document.
2.
3.
This application is made in your own name, for your own account and
at your own risk.
4.
5.
H-21
14
Check your personal details, details of the share counter you wish to apply for and
account to debit.
Select
(a)
Nationality;
Enter
(b)
(c)
15
Check the details of your application, your NRIC / passport number, CDP
Securities Account Number and the number of shares applied for, share counter,
payment mode and account to debit.
16
17
Print the Confirmation Screen (optional) for your own reference and retention
only.
Steps for an mBanking Application through the mBanking interface of DBS Bank
Owing to space constraints on DBSs mBanking interface, the following terms will appear in
abbreviated form:
A/C
Account
amt
Amount
I/C
SGX-ST
No.
Number
H-22
Login to DBS Bank mBanking application using your User ID and PIN
Select Yes to proceed and to warrant, inter alia, that you are currently in
Singapore, you have observed and complied with all applicable laws and
regulations and that your mailing address for DBS Internet Banking is in
Singapore and that you are not a U.S. person (as such term is defined in
Regulation S under the United Securities Act of 1933 as amended)
You have read, understood and agreed to all terms of application and the
Prospectus/Document or Profile Statement and if applicable, the
Supplementary or Replacement Prospectus/Document or Profile Statement.
(b)
For the purposes of facilitating your application, you consent to the bank
collecting and using your name, NRIC/passport number, address,
nationality, CDP Securities Account number, CPF Investment Account
number, application details and other personal data and disclosing the same
from our records to registrars of securities of the issuer, SGX, CDP, CPF, the
issuer/vendor(s) and issue manager(s).
(c)
You are not a U.S. Person (as such term is defined in Regulation S under the
United States Securities Act of 1933, as amended).
(d)
You understand that the securities mentioned herein have not been and will
not be registered under the United States Securities Act of 1933 as amended
or the securities laws of any state of the United States and may not be
offered or sold in the United States or to, or for the account or benefit of any
U.S. person (as defined in Regulation S under the US Securities Act)
except pursuant to an exemption from or in a transaction subject to, the
registration requirements of the US Securities Act and applicable state
securities laws. These will be no public offer of the securities mentioned
herein in the United States. Any failure to comply with this restriction may
constitute a violation of the United States securities laws.
(e)
This application is made in your own name and at your own risk.
(f)
For FIXED/MAX price securities application, this is your only application. For
TENDER price securities application, this is your only application at the
selected tender price.
H-23
(h)
Check the details of your share application, your IC/Passport No., and click
Confirm to confirm your application.
10
Where applicable, capture Confirmation Screen (optional) for your reference and
retention only.
H-24