-
Manager, Underwriter and Placement Agent
Principal Sub-Placement Agent
BUSINESS OVERVIEW
ElectroTech is broadly classified into two business Divisions:
-• Mechatronics Division; and• Electronics Manufacturing Services
(“EMS”) Division
We provide comprehensive outsourcing services to our
Mechatronics and EMS customers, including product design and
engineering, projectmanagement and logistics support. Our design,
engineering and manufacturing capabilities enable us to establish
and maintain stable long-termpartnerships with our customers.
• Our Mechatronics Division- Specialises in the design and
manufacture of complex electro-mechanical assemblies and
precision-engineered systems commissioned
by our clients for their original equipment- Manufacturing
facilities in The Netherlands, Czech Republic and Malaysia- Ability
to “value engineer” by integrating our electrical, mechanical and
software engineering expertise to redesign or reengineer
existing
products to reduce production costs and improve the products’
efficiency- Some of our customers are leading players in their
respective sectors, which demonstrates our strong engineering
capabilities in Mechatronics- The sole manufacturer of various
modules and complete machines for some of our customers
Our Mechatronics Division derives its revenue from industry
segments such as semiconductor, medical and analytical.Some of our
products include the following: -
“An International Groupof Engineering and Manufacturing
Companies
providing Contract Design andManufacturing Services”
ElectroTech Investments Limitedcompany reg. no.:
199905084DPrincipal place of business:Plot 410, Lorong Perusahaan
8BPrai Industrial Estate13600 Prai,Penang, MalaysiaTelephone: (604)
388 3078 Facsimile: (604) 399 7877Corporate websites:
www.electrotechgroup.com
www.frencken.nlwww.precicogroup.com(Information contained on our
websites does not constitute part of this Prospectus)
ELECTROTECH INVESTMENTS LIMITED(Incorporated in the Republic of
Singapore on 27 August 1999)
Registration No: 199905084D
• Our EMS Division- Provides one-stop integrated solutions,
including product design and development, engineering, prototyping,
tooling design and manufacture,
plastics and metal components manufacture, procurement and
logistics management, and final test and assembly of complete
modulesor products
- Operates mainly from Penang, Malaysia with a subsidiary in
Cambridge, UK, a branch office in Tokyo, Japan and various
marketingrepresentatives in Japan and Europe
- Our in-house capabilities include plastic injection moulding
tools, parts and components, IMD moulded parts, various surface
finishes suchas paint/UV coating, printing and laser etching,
precision turning parts and components, PCBAs, mixed technology
assemblies as well asthe test and assembly of complete box built
products
- With our integrated business model, we are able to manufacture
plastic components, metal components and PCBAs, which are
thenintegrated into finished products
Our EMS Division derives its revenue from industry segments such
as telecommunications and office automation.Some of our products
include the following: -
High capacity paper feeders Mobile phone keypads VOIP phones
Cardiovascular X-ray machine X-ray spectrometer
THIS PROSPECTUS DATED 27 APRIL 2005 HAS BEEN REGISTERED WITHTHE
MONETARY AUTHORITY OF SINGAPORE ON 27 APRIL 2005
This document is important. If you are in any doubt as to the
action you should take, you should consult your stockbroker, bank
manager, solicitor,accountant, or other professional adviser.
Application has been made to the Singapore Exchange Securities
Trading Limited (“SGX-ST”) for permission to deal in, and for
quotation of, all theordinary shares of S$0.20 each (the “Shares”)
in the capital of ElectroTech Investments Limited (the “Company”)
already issued and the new Shares(the “New Shares”) which are the
subject of this Invitation. Such permission will be granted when
our Company has been admitted to the Official List ofthe SGX-ST.
Acceptance of applications of the Invitation Shares (as defined
herein) will be conditional upon the SGX-ST granting permission to
deal inand for quotation for all of the existing issued Shares and
the New Shares. Monies paid in respect of any application accepted
will, in the event suchpermission is not granted, be returned to
you at your own risk without any share of revenue or other benefit
arising therefrom, and you will not have anyclaims against the
Company, the Manager, the Underwriter and the Placement Agent (as
defined herein). Quotations of and dealing in our Shareswill be in
Singapore dollars.
The SGX-ST assumes no responsibility for the correctness of any
of the statements made or reports contained in this Prospectus.
Admission to theOfficial List of the SGX-ST is not to be taken as
an indication of the merits of the Invitation, the Company, its
Subsidiaries, the existing issued Shares orthe New Shares.
A copy of this Prospectus has been lodged with and registered by
the Monetary Authority of Singapore (the “Authority”) on 31 March
2005 and 27 April2005 respectively. The Authority assumes no
responsibility for the contents of the Prospectus. Registration of
this Prospectus with the Authority doesnot imply that the
Securities and Futures Act (Cap. 289) of Singapore, or any other
legal or regulatory requirements, have been complied with.
TheAuthority has not, in any way, considered the merits of our
Shares, including the New Shares being offered or in respect of
which an invitation is made,for investment.
Our Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “Securities
Act”) and, subject tocertain exceptions, may not be offered or sold
in the United States (“U.S.”) or to, or for the account or benefit
of U.S. persons (as defined in RegulationS under the Securities Act
(“Regulation S”)). Our Shares are being offered and sold outside
the U.S. to non-U.S. persons in reliance on Regulation S.Please see
the section on “Selling Restrictions” in this Prospectus.
Investing in our Shares involves risks which are described in
the section “Risk Factors” beginning on page 36 of this
Prospectus.
Invitation in respect of 61,000,000 New Shares of S$0.20 each
comprising:-
(a) 6,100,000 Offer Shares at S$0.50 each by way of public
offer; and(b) 54,900,000 Placement Shares at S$0.50 each by way of
placement, comprising:-
(i) 54,400,000 Placement Shares at S$0.50 for each Placement
Share for application by way of placement shares application forms;
and(ii) 500,000 Internet Placement Shares at S$0.50 for each
Internet Placement Share for applications made through the Internet
website of
DBS Vickers Securities Online (Singapore) Pte Ltd,
payable in full on application
EL
EC
TR
OT
EC
H IN
VE
ST
ME
NT
S L
IMIT
ED
-
Manager, Underwriter and Placement Agent
Principal Sub-Placement Agent
BUSINESS OVERVIEW
ElectroTech is broadly classified into two business Divisions:
-• Mechatronics Division; and• Electronics Manufacturing Services
(“EMS”) Division
We provide comprehensive outsourcing services to our
Mechatronics and EMS customers, including product design and
engineering, projectmanagement and logistics support. Our design,
engineering and manufacturing capabilities enable us to establish
and maintain stable long-termpartnerships with our customers.
• Our Mechatronics Division- Specialises in the design and
manufacture of complex electro-mechanical assemblies and
precision-engineered systems commissioned
by our clients for their original equipment- Manufacturing
facilities in The Netherlands, Czech Republic and Malaysia- Ability
to “value engineer” by integrating our electrical, mechanical and
software engineering expertise to redesign or reengineer
existing
products to reduce production costs and improve the products’
efficiency- Some of our customers are leading players in their
respective sectors, which demonstrates our strong engineering
capabilities in Mechatronics- The sole manufacturer of various
modules and complete machines for some of our customers
Our Mechatronics Division derives its revenue from industry
segments such as semiconductor, medical and analytical.Some of our
products include the following: -
“An International Groupof Engineering and Manufacturing
Companies
providing Contract Design andManufacturing Services”
ElectroTech Investments Limitedcompany reg. no.:
199905084DPrincipal place of business:Plot 410, Lorong Perusahaan
8BPrai Industrial Estate13600 Prai,Penang, MalaysiaTelephone: (604)
388 3078 Facsimile: (604) 399 7877Corporate websites:
www.electrotechgroup.com
www.frencken.nlwww.precicogroup.com(Information contained on our
websites does not constitute part of this Prospectus)
ELECTROTECH INVESTMENTS LIMITED(Incorporated in the Republic of
Singapore on 27 August 1999)
Registration No: 199905084D
• Our EMS Division- Provides one-stop integrated solutions,
including product design and development, engineering, prototyping,
tooling design and manufacture,
plastics and metal components manufacture, procurement and
logistics management, and final test and assembly of complete
modulesor products
- Operates mainly from Penang, Malaysia with a subsidiary in
Cambridge, UK, a branch office in Tokyo, Japan and various
marketingrepresentatives in Japan and Europe
- Our in-house capabilities include plastic injection moulding
tools, parts and components, IMD moulded parts, various surface
finishes suchas paint/UV coating, printing and laser etching,
precision turning parts and components, PCBAs, mixed technology
assemblies as well asthe test and assembly of complete box built
products
- With our integrated business model, we are able to manufacture
plastic components, metal components and PCBAs, which are
thenintegrated into finished products
Our EMS Division derives its revenue from industry segments such
as telecommunications and office automation.Some of our products
include the following: -
High capacity paper feeders Mobile phone keypads VOIP phones
Cardiovascular X-ray machine X-ray spectrometer
THIS PROSPECTUS DATED 27 APRIL 2005 HAS BEEN REGISTERED WITHTHE
MONETARY AUTHORITY OF SINGAPORE ON 27 APRIL 2005
This document is important. If you are in any doubt as to the
action you should take, you should consult your stockbroker, bank
manager, solicitor,accountant, or other professional adviser.
Application has been made to the Singapore Exchange Securities
Trading Limited (“SGX-ST”) for permission to deal in, and for
quotation of, all theordinary shares of S$0.20 each (the “Shares”)
in the capital of ElectroTech Investments Limited (the “Company”)
already issued and the new Shares(the “New Shares”) which are the
subject of this Invitation. Such permission will be granted when
our Company has been admitted to the Official List ofthe SGX-ST.
Acceptance of applications of the Invitation Shares (as defined
herein) will be conditional upon the SGX-ST granting permission to
deal inand for quotation for all of the existing issued Shares and
the New Shares. Monies paid in respect of any application accepted
will, in the event suchpermission is not granted, be returned to
you at your own risk without any share of revenue or other benefit
arising therefrom, and you will not have anyclaims against the
Company, the Manager, the Underwriter and the Placement Agent (as
defined herein). Quotations of and dealing in our Shareswill be in
Singapore dollars.
The SGX-ST assumes no responsibility for the correctness of any
of the statements made or reports contained in this Prospectus.
Admission to theOfficial List of the SGX-ST is not to be taken as
an indication of the merits of the Invitation, the Company, its
Subsidiaries, the existing issued Shares orthe New Shares.
A copy of this Prospectus has been lodged with and registered by
the Monetary Authority of Singapore (the “Authority”) on 31 March
2005 and 27 April2005 respectively. The Authority assumes no
responsibility for the contents of the Prospectus. Registration of
this Prospectus with the Authority doesnot imply that the
Securities and Futures Act (Cap. 289) of Singapore, or any other
legal or regulatory requirements, have been complied with.
TheAuthority has not, in any way, considered the merits of our
Shares, including the New Shares being offered or in respect of
which an invitation is made,for investment.
Our Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “Securities
Act”) and, subject tocertain exceptions, may not be offered or sold
in the United States (“U.S.”) or to, or for the account or benefit
of U.S. persons (as defined in RegulationS under the Securities Act
(“Regulation S”)). Our Shares are being offered and sold outside
the U.S. to non-U.S. persons in reliance on Regulation S.Please see
the section on “Selling Restrictions” in this Prospectus.
Investing in our Shares involves risks which are described in
the section “Risk Factors” beginning on page 36 of this
Prospectus.
Invitation in respect of 61,000,000 New Shares of S$0.20 each
comprising:-
(a) 6,100,000 Offer Shares at S$0.50 each by way of public
offer; and(b) 54,900,000 Placement Shares at S$0.50 each by way of
placement, comprising:-
(i) 54,400,000 Placement Shares at S$0.50 for each Placement
Share for application by way of placement shares application forms;
and(ii) 500,000 Internet Placement Shares at S$0.50 for each
Internet Placement Share for applications made through the Internet
website of
DBS Vickers Securities Online (Singapore) Pte Ltd,
payable in full on application
EL
EC
TR
OT
EC
H IN
VE
ST
ME
NT
S L
IMIT
ED
-
COMPETITIVE STRENGTHS
• Synergies between our Mechatronics and EMS DivisionsWe support
and cross sell our services in Mechatronics and EMS to customers in
Asia and Europe. We share market information, client
base,technologies and business strategies, which enables us to
effectively serve a diverse customer base in various industry
sectors and countries.
• Our ability to establish strategic partnerships with our
customersWe are able to establish strategic partnerships with our
customers due to our ability to design, manufacture and test
complex, high precisionelectro-mechanical modules that are often
used in sensitive environments with tight production tolerances.
These partnerships enhance ourengineering and technical
capabilities, which we can leverage on for future projects.
• Our prestigious customer baseThe reputation of our customer
base, which include major technology companies and multinationals
that are market leaders in their respectivesectors, as well as
strong project references put us in a better position to secure new
and more demanding projects from these existingcustomers and new
customers.
• Sole manufacturer for the products developed by our
Mechatronics DivisionDue to the complex nature, high development
costs and time involved for our Mechatronics Division’s products,
our customers usually sourcethese products solely from us over such
products’ life cycles, which is typically between six to 10 years.
Our status as a sole manufacturerstrengthens the strategic
partnerships with our customers, and lock out potential
competitors.
• Our ability to integrate different types of key componentsOur
EMS Division is able to respond to market demands by manufacturing
plastic and metal components and assembling them together
withelectronic components in any proportion into finished products.
This integrated capability increases our value-added contributions
to ourcustomers through co-engineering, co-design, tooling, product
assembly and testing services.
PROSPECTS
We believe the following factors will provide us with growth
opportunities :
• Growing trend for our Mechatronics and EMS Division customers
and other OEM customers to outsource their manufacturing
requirements, including associated value-added services such as
design, engineering and logistics
• The semiconductor industry will increasingly move towards
fabrication of bigger 300mm wafers, which we believe is likely to
increase demandfor our customers’ products in the semiconductor
segment
• Increasing demand for better analytical and microscopic
equipment from our customers in the analytical segment
• Increasing demand for better healthcare services will lead to
an increasing demand for medical equipment from our customers
• Growing demand for mobile handsets, which would result in a
corresponding demand for handset components such as keypads
FUTURE PLANS
• Leverage on outsourcing trends for Mechatronics and EMSWe
believe we are well positioned to benefit from increasing
outsourcing trends by OEMs and multi-national companies and will
attract morecomplex and higher margin business as well as establish
more stable long-term client relationships.
• Develop our Mechatronics capability in Asia and upgrading our
manufacturing facilities in The Netherlands and MalaysiaWe believe
that we are well placed to leverage on the support and expertise of
our Mechatronics Division in Europe. We have already
establishedFrencken Malaysia as the vehicle to tap our customers
who have interests in Asia and at the same time expand our customer
base in Asia.
We will upgrade the production facilities at our Mechatronics
Division in The Netherlands to raise productivity and levels of
precision. We willalso expand and upgrade the manufacturing
facilities of our EMS Division to cater for any future increase in
demand for our mobile phone keypads, injection moulding parts and
components as well as box built products.
• Expand our plastics business into Eastern EuropeWe plan to
expand our operations into Eastern Europe as we believe that there
will be an increasing demand for our products and servicesin
Eastern Europe.
• Broaden our customer base and diversify market segmentsWe aim
to achieve stable and sustainable growth with a better spread of
industry sectors to reduce our dependence on any particular
industrysector or customer. Our Mechatronics Division aims to
diversify the client base and industry sector we serve while our
EMS Division aims to be a supplier to higher end, higher value,
small and medium volume customers in niche and specialised
products.
• Focus our EMS production capacity towards turn-key projectsWe
aim to target a wider range of strategic customers requiring a
strategic partner in manufacturing services for medium volumes and
withaverage product life cycles of three years or more.
• Enhance the confidence of our customers in our manufacturing
capabilitiesWe will enhance our capabilities to offer our customers
a high level of system engineering for the development of new
products, re-engineeringof existing products, strategic purchasing
and logistics control and supply chain management.
• Growth through strategic acquisitionsWe intend to enhance our
capabilities to expand our technology range, customer base and
manufacturing capacity through strategic acquisitions,which have
synergistic long-term benefits to ElectroTech and its
subsidiaries.
FINANCIAL HIGHLIGHTS
101.4
118.0
86.6
191.4
FY2002 FY2003 1H04 FY2004E*0
20
40
60
80
100
120
140
160
180
200
0.4 1.1
8.3
20.7
FY2002 FY2003 1H04 FY2004E*0
5
10
15
20
25
* Estimates
Revenue (S$m) Net Profit (S$m)
69.0%
67.0%
31.0%
33.0%
ASIA31.8%
EUROPE68.2%
Revenue Breakdown by Business Activities Revenue Breakdown by
Geographical Regions
1H2004
FY2004E
• Mechatronics• EMS
-
COMPETITIVE STRENGTHS
• Synergies between our Mechatronics and EMS DivisionsWe support
and cross sell our services in Mechatronics and EMS to customers in
Asia and Europe. We share market information, client
base,technologies and business strategies, which enables us to
effectively serve a diverse customer base in various industry
sectors and countries.
• Our ability to establish strategic partnerships with our
customersWe are able to establish strategic partnerships with our
customers due to our ability to design, manufacture and test
complex, high precisionelectro-mechanical modules that are often
used in sensitive environments with tight production tolerances.
These partnerships enhance ourengineering and technical
capabilities, which we can leverage on for future projects.
• Our prestigious customer baseThe reputation of our customer
base, which include major technology companies and multinationals
that are market leaders in their respectivesectors, as well as
strong project references put us in a better position to secure new
and more demanding projects from these existingcustomers and new
customers.
• Sole manufacturer for the products developed by our
Mechatronics DivisionDue to the complex nature, high development
costs and time involved for our Mechatronics Division’s products,
our customers usually sourcethese products solely from us over such
products’ life cycles, which is typically between six to 10 years.
Our status as a sole manufacturerstrengthens the strategic
partnerships with our customers, and lock out potential
competitors.
• Our ability to integrate different types of key componentsOur
EMS Division is able to respond to market demands by manufacturing
plastic and metal components and assembling them together
withelectronic components in any proportion into finished products.
This integrated capability increases our value-added contributions
to ourcustomers through co-engineering, co-design, tooling, product
assembly and testing services.
PROSPECTS
We believe the following factors will provide us with growth
opportunities :
• Growing trend for our Mechatronics and EMS Division customers
and other OEM customers to outsource their manufacturing
requirements, including associated value-added services such as
design, engineering and logistics
• The semiconductor industry will increasingly move towards
fabrication of bigger 300mm wafers, which we believe is likely to
increase demandfor our customers’ products in the semiconductor
segment
• Increasing demand for better analytical and microscopic
equipment from our customers in the analytical segment
• Increasing demand for better healthcare services will lead to
an increasing demand for medical equipment from our customers
• Growing demand for mobile handsets, which would result in a
corresponding demand for handset components such as keypads
FUTURE PLANS
• Leverage on outsourcing trends for Mechatronics and EMSWe
believe we are well positioned to benefit from increasing
outsourcing trends by OEMs and multi-national companies and will
attract morecomplex and higher margin business as well as establish
more stable long-term client relationships.
• Develop our Mechatronics capability in Asia and upgrading our
manufacturing facilities in The Netherlands and MalaysiaWe believe
that we are well placed to leverage on the support and expertise of
our Mechatronics Division in Europe. We have already
establishedFrencken Malaysia as the vehicle to tap our customers
who have interests in Asia and at the same time expand our customer
base in Asia.
We will upgrade the production facilities at our Mechatronics
Division in The Netherlands to raise productivity and levels of
precision. We willalso expand and upgrade the manufacturing
facilities of our EMS Division to cater for any future increase in
demand for our mobile phone keypads, injection moulding parts and
components as well as box built products.
• Expand our plastics business into Eastern EuropeWe plan to
expand our operations into Eastern Europe as we believe that there
will be an increasing demand for our products and servicesin
Eastern Europe.
• Broaden our customer base and diversify market segmentsWe aim
to achieve stable and sustainable growth with a better spread of
industry sectors to reduce our dependence on any particular
industrysector or customer. Our Mechatronics Division aims to
diversify the client base and industry sector we serve while our
EMS Division aims to be a supplier to higher end, higher value,
small and medium volume customers in niche and specialised
products.
• Focus our EMS production capacity towards turn-key projectsWe
aim to target a wider range of strategic customers requiring a
strategic partner in manufacturing services for medium volumes and
withaverage product life cycles of three years or more.
• Enhance the confidence of our customers in our manufacturing
capabilitiesWe will enhance our capabilities to offer our customers
a high level of system engineering for the development of new
products, re-engineeringof existing products, strategic purchasing
and logistics control and supply chain management.
• Growth through strategic acquisitionsWe intend to enhance our
capabilities to expand our technology range, customer base and
manufacturing capacity through strategic acquisitions,which have
synergistic long-term benefits to ElectroTech and its
subsidiaries.
FINANCIAL HIGHLIGHTS
101.4
118.0
86.6
191.4
FY2002 FY2003 1H04 FY2004E*0
20
40
60
80
100
120
140
160
180
200
0.4 1.1
8.3
20.7
FY2002 FY2003 1H04 FY2004E*0
5
10
15
20
25
* Estimates
Revenue (S$m) Net Profit (S$m)
69.0%
67.0%
31.0%
33.0%
ASIA31.8%
EUROPE68.2%
Revenue Breakdown by Business Activities Revenue Breakdown by
Geographical Regions
1H2004
FY2004E
• Mechatronics• EMS
-
CONTENTS
Page
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 5
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 15
DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 21
THE INVITATION. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
USE OF PROCEEDS AND ISSUE EXPENSES . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 23
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS . . . . . . . . .
. . . . . . . . . . . . 28
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 29
ISSUE STATISTICS. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
RISKS RELATING TO OUR INDUSTRY . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 36
RISKS RELATING TO OUR GROUP . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 37
RISKS RELATING TO MALAYSIA. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 41
RISKS RELATING TO THE NETHERLANDS AND EUROPE . . . . . . . . . .
. . . . . . . . . . . . . 43
RISKS RELATING TO OWNERSHIP OF OUR SHARES . . . . . . . . . . .
. . . . . . . . . . . . . . . 44
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
CHANGE IN FINANCIAL YEAR END . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 51
SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . .
. . . . . . . . . . . . . . . 52
CONSOLIDATED RESULTS OF OPERATIONS OF OUR GROUP. . . . . . . . .
. . . . . . . . . . 53
RECONCILIATION OF OUR CONSOLIDATED RESULTS OF OPERATIONS AS SET
OUTIN THIS PROSPECTUS TO OUR AUDITED CONSOLIDATED
FINANCIALSTATEMENTS . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
CONSOLIDATED FINANCIAL POSITIONS OF OUR GROUP . . . . . . . . .
. . . . . . . . . . . . . 55
RECONCILIATION OF OUR CONSOLIDATED FINANCIAL POSITIONS AS SET
OUT INTHIS PROSPECTUS TO OUR AUDITED CONSOLIDATED FINANCIAL
STATEMENTS . 56
SEGMENTAL REVENUE AND OPERATING RESULTS . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 57
BY ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
1
-
BY GEOGRAPHICAL SEGMENT . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
ANDRESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 58
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
REVIEW OF OPERATING RESULTS . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 66
REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 72
PROFIT ESTIMATE . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
CREDIT CONTROL . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
CREDIT TERMS GRANTED BY SUPPLIERS . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . 79
INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 80
CAPITAL EXPENDITURE, DIVESTMENT OR COMMITMENT . . . . . . . . .
. . . . . . . . . . . . . . 82
LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 84
SOURCES OF LIQUIDITY . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
FOREIGN EXCHANGE EXPOSURE . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 88
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 89
OUR HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
HISTORY OF OUR HOLDING COMPANIES . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 92
HISTORY OF OUR MECHATRONICS DIVISION. . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 93
HISTORY OF OUR EMS DIVISION . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 93
GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
OUR SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 97
OUR MECHATRONICS DIVISION . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 97
PRODUCT DEVELOPMENT PHILOSOPHY . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 101
OUR EMS DIVISION . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
ONE-STOP INTEGRATED SOLUTION . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 105
QUALITY ASSURANCE . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 106
TECHNOLOGY AND TECHNICAL DEVELOPMENT . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . 107
PROJECT MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 108
PRODUCT DESIGN AND DEVELOPMENT. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 108
MARKETING AND DISTRIBUTION. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 108
STAFF TRAINING . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 109
PRODUCTION FACILITIES AND CAPACITY UTILISATION . . . . . . . . .
. . . . . . . . . . . . . . . 109
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INSURANCE, PUBLIC LIABILITY AND PRODUCT WARRANTY . . . . . . . .
. . . . . . . . . . . . 112
GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 112
MANUFACTURING LICENCES. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 112
APPROVALS FROM FIC . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 116
ENVIRONMENTAL PROTECTION . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 117
OUR MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 118
OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 119
COMPETITION AND COMPETITIVE STRENGTHS . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 120
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 121
PROSPECTS AND FUTURE PLANS . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 122
PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122
TRENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
ORDER BOOK. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
OUR BUSINESS STRATEGY AND FUTURE PLANS . . . . . . . . . . . . .
. . . . . . . . . . . . . . . 123
PROPERTY, PLANT AND EQUIPMENT . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 126
DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 129
MANAGEMENT REPORTING STRUCTURE. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 129
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130
EXECUTIVE COMMITTEE . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 135
SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 135
SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 140
STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141
DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION BANDS . . . . .
. . . . . . . . . 143
CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 147
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147
AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
REMUNERATION COMMITTEE . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 149
NOMINATING COMMITTEE . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 149
INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 150
POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 152
GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP . . . . . . . .
. . . . . . . . . . 153
OWNERSHIP STRUCTURE AND PRINCIPAL SHAREHOLDERS . . . . . . . . .
. . . . . . . . . . . 155
MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 169
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MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS. . . . . . .
. . . . . . . 170
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . 172
APPENDIX A — AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THEFINANCIAL YEAR ENDED 28 FEBRUARY 2002 . . . . . . . . . . . . .
. . . . A-1
APPENDIX B — AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THEFINANCIAL PERIOD ENDED 31 DECEMBER 2002 . . . . . . . . . . . .
. . . B-1
APPENDIX C — AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THEFINANCIAL YEAR ENDED 31 DECEMBER 2003. . . . . . . . . . . . . .
. . . C-1
APPENDIX D — AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SIXMONTHS ENDED 30 JUNE 2004 . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . D-1
APPENDIX E — LETTER FROM THE REPORTING AUDITORS IN RELATION TO
THEPROFIT ESTIMATE FOR THE FINANCIAL YEAR ENDED 31DECEMBER 2004 . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . E-1
APPENDIX F — TERMS AND CONDITIONS AND PROCEDURES FOR
APPLICATIONAND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . F-1
APPENDIX G — DESCRIPTION OF SINGAPORE COMPANY LAW RELATING
TOSHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . G-1
APPENDIX H — SINGAPORE TAXATION . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . H-1
APPENDIX I — EXCHANGE CONTROLS. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . I-1
4
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CORPORATE INFORMATION
Board of Directors : Dato’ Low Hock Peng (Non-Executive
Chairman)Gooi Soon Hock (Executive Director)Sebastiaan Johannes van
Sprang (Executive Director)Professor Low Teck Seng (Independent
Director)Chia Chor Leong (Independent Director)Jen Shek Voon
(Independent Director)
Joint Company Secretaries : Tan Ping Ping, ACISLim Mee Fun,
ACIS
Registered Office : 8 Cross Street#11-00 PWC BuildingSingapore
048424Telephone: (65) 6236 3333Facsimile: (65) 6236 4399
Principal Place of Business : Plot 410, Lorong Perusahaan 8BPrai
Industrial Estate13600 PraiPenangMalaysiaTelephone: (604) 388
3078Facsimile: (604) 399 7877
Manager, Underwriter, PlacementAgent and Receiving Bank
: DBS Bank Ltd6 Shenton WayDBS Building Tower OneSingapore
068809
Reporting Auditors and Auditorsfor Financial Year ended31
December 2003 and SixMonths ended 30 June 2004,and in relation to
the profitestimate for Financial Yearended 31 December 2004
: PricewaterhouseCoopersCertified Public Accountants8 Cross
Street#17-00 PWC BuildingSingapore 048424Partner–in–charge: Tham
Tuck Seng
Auditors for Financial Yearended 28 February 2002 andFinancial
Period ended31 December 2002
: Ernst & YoungCertified Public Accountants10 Collyer
Quay#21-01 Ocean BuildingSingapore 049315Partner–in–charge: Yen
Heng Fook
Share Registrar and ShareTransfer Office
: Barbinder & Co Pte Ltd8 Cross Street#11-00 PWC
BuildingSingapore 048424
Solicitors to the Invitation andour Company on SingaporeLaw
: Shook Lin & Bok1 Robinson Road#18-00 AIA TowerSingapore
048542
5
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Solicitors to the Company as tothe laws of Malaysia
: Ghazi & Lim19th Floor, Plaza MWENo. 8, Lebuh Farquhar10200
PenangMalaysia
Solicitors to the Company as tothe laws of The Netherlands
: Bogaerts en Groenen, AdvocatenParkweg 12Postbus 1275280 AC
BoxtelThe Netherlands
Solicitors to the Manager, theUnderwriter and the
PlacementAgent
: Colin Ng & Partners50 Raffles Place#29-00 Singapore Land
TowerSingapore 048623
Principal Bankers : ABN Amro Bank N.V.Vestdijk 185611 CC
EindhovenThe Netherlands
Bumiputra-Commerce Bank Berhad1271 Jalan BaruTaman Emas13600
PraiMalaysia
Corporate Websites :
www.electrotechgroup.comwww.frencken.nlwww.precicogroup.com
(Information contained on our websites does notconstitute part
of this Prospectus)
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DEFINITIONS
For the purpose of this Prospectus and the accompanying
Application Forms, and in relation to theElectronic Applications,
the instructions appearing on the screens of ATMs of Participating
Banks, therelevant pages of the Internet Banking websites of the
relevant Participating Banks, or the relevantpages of the Internet
website of DBS Vickers Securities Online (Singapore) Pte Ltd, the
followingdefinitions apply, where the context so admits:–
Companies within the Group
“ElectroTech” or “OurCompany”
: ElectroTech Investments Limited (formerly known asElectroTech
Holdings Limited), a company incorporated inSingapore
“ElectroTech (Bermuda)Limited”
: a company incorporated in Bermuda under registrationnumber
EC/20460 (formerly known as ElectroTechInvestments Limited)
“ElectroTech EU” : ElectroTech EU Limited (formerly known as
TelecamElectronics Limited), a company incorporated in England
“Frencken Brno” : Frencken Brno s.r.o., a company incorporated
in the CzechRepublic
“Frencken Eindhoven” : Frencken Eindhoven B.V., a company
incorporated in TheNetherlands
“Frencken Group” : Frencken Group B.V. and its Subsidiaries
“Frencken Group B.V.” : a company incorporated in The
Netherlands
“Frencken Investments B.V.” : a company incorporated in The
Netherlands
“Frencken Investments s.r.o.” : a company incorporated in the
Czech Republic
“Frencken Logistics &Assembly B.V.”
: Frencken Logistics & Assembly B.V. (formerly known
asGereedschapsmakerij Fremach B.V.), a companyincorporated in The
Netherlands
“Frencken Malaysia” : Frencken Malaysia Sdn. Bhd. (formerly
known as PrecicoComponents Sdn. Bhd.), a company incorporated in
Malaysia
“Frencken Mechatronics” : Frencken Mechatronics B.V., a company
incorporated in TheNetherlands
“Frencken Technical ProjectsAssembly B.V.”
: a company incorporated in The Netherlands
“Group” : The Company and its Subsidiaries, including the
PrecicoGroup and the Frencken Group
“Machinefabriek” : Machinefabriek Gebrs. Frencken B.V., a
companyincorporated in The Netherlands
7
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“Merit Process” : Merit Process Sdn. Bhd., a company
incorporated in Malaysia
“Optiwa” : Optiwa B.V., a company incorporated in The
Netherlands
“Permatech” : Permatech B.V., a company incorporated in The
Netherlands
“Precico D & E” : Precico D & E Sdn. Bhd. (formerly
known as PicopakElectronics (M) Sdn. Bhd.), a company incorporated
inMalaysia
“Picopak Holdings” : Picopak Holdings (M) Sdn. Bhd., a company
incorporated inMalaysia
“Precico” : Precico Sdn. Bhd., a company incorporated in
Malaysia
“Precico Electronics” : Precico Electronics Sdn. Bhd. (formerly
known as EastradeElectronics (M) Sdn. Bhd.), a company incorporated
inMalaysia
“Precico Group” : Precico Group Sdn. Bhd. and its
Subsidiaries
“Precico Group Sdn. Bhd.” : Precico Group Sdn. Bhd. (formerly
known as Paragon VisionSdn. Bhd.), a company incorporated in
Malaysia
“Precico M&D” : Precico M&D Sdn. Bhd., a company
incorporated in Malaysia
“Precico Singapore” : Precico Singapore Pte. Ltd. (formerly
known as TaskTechnology Pte. Ltd.), a company incorporated in
Singapore
General
“ASX” : Australian Stock Exchange Limited
“Act” or “Companies Act” : The Companies Act (Chapter 50) of
Singapore, as amendedfrom time to time
“Annual Report” : Each of our annual reports published for FY
Feb 2002, FP Dec2002 and FY Dec 2003
“Application Forms” : The official printed application forms to
be used for thepurpose of the Invitation and which form part of
thisProspectus
“Application List” : List of applications for subscription of
the New Shares
“Articles” : Articles of Association of our Company
8
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‘‘Associate” : (a) in relation to a corporation, means:–
(i) a director or controlling shareholder;
(ii) a subsidiary or Associated Company; or
(iii) a subsidiary or Associated Company of thecontrolling
shareholder,
of the corporation;
(b) in relation to any director, chief executive
officer,substantial shareholder or controlling shareholder of
acorporation who is an individual, means:–
(i) his immediate family;
(ii) a trustee, acting in his capacity as such trustees, ofany
trust of which the individual or his immediatefamily is a
beneficiary or, in the case of adiscretionary trust, is a
discretionary object; and
(iii) any corporation in which he and his immediatefamily
together (directly or indirectly) have aninterest of not less than
30% of the aggregate of thenominal amount of all the voting shares;
or
(c) in relation to a substantial shareholder, or
controllingshareholder, which is a corporation,
means,notwithstanding paragraph (a), any corporation which isits
related corporation or Associated Company.
“Associated Company” : In relation to a corporation, means:–
(a) any corporation in which the corporation or its
subsidiaryhas, or the corporation and its subsidiary together
have,a direct interest of not less than 20% but not more than50% of
the aggregate nominal amount of all the votingshares; or
(b) any corporation, other than a subsidiary of thecorporation
or a corporation which is an AssociatedCompany by virtue of
paragraph (a), the policies of whichthe corporation or its
subsidiary, or the corporationtogether with its subsidiary, is able
to control or influencematerially.
“ATM” : Automated teller machine of a Participating Bank
“Audit Committee” : Our audit committee
“Authority” : The Monetary Authority of Singapore
“Board” or “Board ofDirectors”
: Our board of Directors
9
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“Bumiputra” : A person who is:–
(a) for Peninsular Malaysia, Malay individual or aborigine
asdefined in Article 160(2) of the Federal Constitution
ofMalaysia;
(b) for Sarawak, individual as defined in Article 161A(6)(a)
ofthe Federal Constitution of Malaysia; or
(c) for Sabah, individual as defined in Article 161A(6)(b) ofthe
Federal Constitution of Malaysia.
“CDP” : The Central Depository (Pte) Limited
“Commencement Date” : The date of commencement of dealing of our
Shares on theSGX-ST
“Controlling Shareholder” : A person who:–
(a) holds directly or indirectly 15% or more of the
nominalamount of all voting shares in a company. SGX-ST
maydetermine that a person who satisfies this definition is nota
controlling shareholder; or
(b) in fact exercises control over a company
“CPF” : Central Provident Fund
“DBS Bank”, “Manager”,“Placement Agent”,“Underwriter” or
“ReceivingBank”
: DBS Bank Ltd
“Dato’ Larry Low Hock Peng”or “Dato’ Larry Low”
: Dato’ Low Hock Peng
“DBS Vickers Online” : DBS Vickers Securities Online (Singapore)
Pte Ltd
“Directors” : The directors of our Company as at the date of
thisProspectus, unless otherwise stated
“ECA” : Malaysian Exchange Control Act 1953
“EPU” : Economic Planning Unit
“Electronic Applications” : Applications for the Offer Shares
made through an ATM of oneof the Participating Banks or through the
IB web-sites of one ofthe relevant Participating Banks or
applications for the InternetPlacement Shares made through the
web-site of DBS VickersOnline subject to and on the terms and
conditions of thisProspectus
“EPS” : Earnings per Share
“EURIBOR” : Euro Interbank Offer Rate
“Europe” : The European Union
10
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“Executive Officers” : Our executive officers as at the date of
this Prospectus, unlessotherwise stated
“FDI” : Foreign Direct Investment
“FIC” : Foreign Investment Committee
“FIFO” : First-in, first-out
“FY Feb 2002”, “FP Dec2002”, “FY Dec 2003” and“FY Dec 2004”
: The financial year commencing on 1 March 2001 and ended28
February 2002, the financial period for the 10 monthscommencing 1
March 2002 and ended 31 December 2002, thefinancial year commencing
1 January 2003 and ended 31December 2003, the financial year
commencing 1 January2004 and ended 31 December 2004,
respectively
“Group” : Our Company and our Subsidiaries
“GST” : Goods and services tax
“HY June 2003” : The six month financial period ended 30 June
2003
“HY June 2004” : The six month financial period ended 30 June
2004
“IB” : Internet banking
“ICA” : Industrial Co-ordination Act of Malaysia 1975
“Independent Directors” : The independent Directors of our
Company as at the date ofthis Prospectus, unless otherwise
stated
“Internet Placement Shares” : The 500,000 Placement Shares which
are reserved forapplications through the Internet web-site of DBS
VickersOnline, subject to and on the terms and conditions of
thisProspectus
“Invitation” : Our invitation by our Company to the public to
subscribe forthe Invitation Shares, subject to and on the terms
andconditions of this Prospectus
“Invitation Shares” : The 61,000,000 Shares which are the
subject of the Invitationcomprising the New Shares
“Issue Price” : S$0.50 for each Invitation Share
“Latest Practicable Date” : 18 March 2005, being the latest
practicable date before thelodgement of this Prospectus with the
Authority
“Listing Manual” : SGX-ST Listing Manual as amended or modified
from time totime
“Market Day” : A day on which the SGX-ST is open for trading in
securities
“MITI” : Ministry of International Trade and Industry,
Malaysia
11
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“N/A” or “n/a” : Not applicable
“N/M” or “n/m” : Not meaningful
“NAV” : Net asset value
“NTA” : Net tangible assets
“New Shares” : The 61,000,000 new Shares for which our Company
invitesapplications to subscribe pursuant to the Invitation subject
toand on the terms and conditions of this Prospectus
“Offer” : The offer by our Company to the public for
subscription of theOffer Shares at the Issue Price, subject to and
on the termsand conditions of this Prospectus
“Offer Shares” : The 6,100,000 Invitation Shares which are the
subject of theOffer
“Participating Banks” : DBS Bank (including POSB);
Oversea-Chinese BankingCorporation Limited (“OCBC”); and the United
Overseas BankLimited and its subsidiary, Far Eastern Bank Limited
(the “UOBGroup”)
“PBTMI” : Profit before income tax and minority interests
“PER” : Price earnings ratio
“period under review” : The period which comprises FY Feb 2002,
FP Dec 2002, FYDec 2003 and HY June 2004
“Placement” : The placement by the Placement Agent on behalf of
ourCompany of the Placement Shares for subscription at theIssue
Price, subject to and on the terms and conditions of
thisProspectus
“Placement Shares” : The 54,900,000 Invitation Shares (including
the InternetPlacement Shares), which are the subject of the
Placement
“Prospectus” : This prospectus dated 27 April 2005
“PYA” : Prior year adjustments
“QC” : Quality control
“SARS” : Severe Acute Respiratory Syndrome
“SCCS” : Securities Clearing & Computer Services (Pte)
Ltd
“SGX-ST” : Singapore Exchange Securities Trading Limited
“Securities Act” : United States Securities Act of 1933, as
amended
“Securities Account” : Securities account maintained by a
depositor with CDP
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“Service Agreements” : Service agreements entered into by our
Company with ourExecutive Directors as described in the section
“Directors,Management and Staff — Service Agreement” in
thisProspectus
“SFA” : The Securities and Futures Act (Chapter 289) of
Singapore, asamended from time to time
“SFR” : The Securities and Futures (Offer of Investments)
(Shares andDebentures) Regulations 2002, as amended from time to
time
“Shareholders” : Persons holding Shares in the capital of our
Company
“Shares” : Ordinary shares of S$0.20 each in the capital of our
Company
“Subsidiary” or “Subsidiaries” : Our subsidiary or subsidiaries,
as the case may be
“Substantial Shareholder” : A person who has an interest in
shares the nominal amount ofwhich is not less than 5% of the
nominal amount of all thevoting shares of a company
“The Netherlands” : The Kingdom of the Netherlands
“UK” : The United Kingdom of Great Britain and Northern
Ireland
“USA”, “U.S.” or “US” : The United States of America
“VAT” : Value Added Tax
Currencies, Units and Others
“Euro” or “C” : Euro dollars
“RM” or “Ringgit” : Malaysian Ringgit
“S$” and “cents” : Singapore dollars and cents respectively,
unless otherwisestated
“GBP” : Great Britain Pound
“US$” : United States Dollars
“Yen” : Japanese Yen
“%” or “per cent.” : Per centum or percentage
“sq m” : Square metres
The expressions “our”, “ourselves”, “us”, “we” or other
grammatical variations thereof shall, unlessotherwise stated, mean
our Company, our Subsidiaries or our Group, as the context
requires.
The terms “Depositor”, “Depository Agent” and “Depository
Register” shall have the meanings ascribedto them, respectively, in
the Companies Act.
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Words importing the singular shall, where applicable, include
the plural and vice versa and wordsimporting the masculine gender
shall, where applicable, include the feminine and neuter genders
andvice versa. References to persons shall include
corporations.
Any reference in this Prospectus, the Application Forms and
Electronic Applications to any enactmentis a reference to that
enactment as for the time being amended or re-enacted. Any word
defined in theSFA, the Companies Act, or any other statutory
modifications thereof and used in this Prospectus, theApplication
Forms and Electronic Applications, where applicable, shall have the
meaning assigned toit under the SFA, the Companies Act or any
statutory modification thereof, as the case may be.
Any reference in this Prospectus, the Application Forms or the
Electronic Applications to Shares beingallotted to an applicant
includes allotment to CDP for the account of that applicant.
Any reference to a time of day in this Prospectus, the
Application Forms and Electronic Applications willbe a reference to
Singapore time, unless otherwise stated.
Any discrepancies in the tables included herein between the
listed accounts and the totals thereof aredue to rounding.
Accordingly, figures shown as totals in certain tables may not be
an aggregation of thefigures that precede them.
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GLOSSARY OF TECHNICAL TERMS
To facilitate a better understanding of our business, the
following glossary provides an explanation onsome of the technical
terms and abbreviations used in this Prospectus. The terms and
their assignedmeanings may not correspond to the standard industry
or common meanings or usage, as the casemay be, of these terms.
“CAD” : Computer Aided Design. Often used in combination, such
asCAD/CAM software.
“CAM” : Computer Aided Manufacture. Often used in
combination,such as CAD/CAM software.
“CD” : Compact disc.
“CNC” : Computer Numerical Control — i.e. the control of
equipmentthrough the use of computer control led programming.
“CNC machining” : Computer Numerical Controlled machining of
parts andcomponents.
“CNC turned components” : Computer Numerical Controlled
machining of componentsusing turning process(es).
“ESD” : Electric Static Discharge.
“ESD safe” : Safe from “ESD”.
“electronic products” : All types of products whereby its
functions and/or movementsare controlled/powered by
electronics.
“EMI” : Electro Magnetic Interference.
“EMS” : Electronics Manufacturing Services.
“engineering plastics” : A term used to describe precision and
high mechanicalstrength plastic parts.
“ERP” : Enterprise resource planning, a complete enterprise
widebusiness solution used to integrate all departments
andfunctions in a company into a single computer system. Itconsists
of software modules for business areas such asmarketing and sales,
field service, product design anddevelopment, production and
inventory control, procurement,distribution, industrial facilities
management, process designand development, manufacturing, quality,
human resources,finance, accounting and information services.
“hot stamping” : A process whereby metallic foils are
transferred onto plasticsurfaces via high pressure and
temperature.
“IMD” : “In-mould/in-foil moulding” — a process whereby
preprintedfilms are fed through the injection moulding process
usingcomplex controls with precise accuracy.
“ISO” : International Organisation for Standardisation, a
worldwidefederation of national standard bodies.
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“ISO 9001” : The ISO 9001 certification in respect of the
quality assurancemodel in design, development, production,
installation andservicing.
“ISO 9002” : The ISO 9002 certification in respect of the
quality assurancemodel in design, development, production,
installation andservicing.
“laser etching” : Etching of a coated surface by laser to
achieve various surfacefinishes.
“laser etched keypads” : Keypads with their surface finish
processed by laser etching.
“Mechatronics” : The engineered combination of mechanical
movementscontrolled by electronics and software into functional
modularsystems or complete products.
“micro moulding” : A process to produce small precision parts
and components.
“milling” : A process in which rotating cutters are fed into a
stationary ortraversing work piece to remove material from the work
piece.
“module” : Components assembled into a self-contained
functioning unit.
“multi-pallet machining” : An automated process of loading work
pieces onto themachine for continuous production.
“ODM” : Original Design Manufacturer.
“OEM” : Original Equipment Manufacturer.
“pad printing” : A low pressure process for printing on flat or
irregular shapedsurfaces using a soft silicon stamp to transfer a
pattern from anink pad to the desired surface.
“PCB” : Printed Circuit Board — i.e. a flat board made of
non-conductive material, such as plastic or fibreglass, onto
whichelectrical components are mounted and connected electricallyby
a circuit pattern formed on the board by a combination
ofphotographic, chemical and electroplating processes.
“PCBA” : Printed Circuit Board Assembly — i.e. the mounting
ofcomponents onto the printed circuit board.
“precision plastics” : Plastic parts and components with tight
tolerances.
“precision sheet-metal” : Sheet metal processed to tight
specifications and tolerances.
“process engineers” : Production process development, layout and
optimisationengineers.
“ReMa” : Reticle Masking.
“RFID” : Radio Frequency Identification Devices.
“RFID Tags” : RFID in tag form.
“semiconductor” : An integrated circuit device.
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“silk screen printing” : A process involving the transfer of ink
lettering or designs ontoplastic components using a fine-mesh
synthetic material heldin a frame.
“spark erosion” : Precise machining of a work piece using an
electric dischargeprocess to erode materials.
“spindle” : The platform or axis on which a component to be
machined orworked on is mounted.
“sub-system” : A module or sub-system that is assembled to form
part of acomplete system.
“SMT” : Surface Mount Technology.
“TIG” : Tungsten Inert Gas.
“TV” : Television.
“UV” : Ultra Violet.
“VOIP” : Voice Over Internet Protocol.
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DETAILS OF THE INVITATION
LISTING ON THE SGX-ST
We have applied to the SGX-ST for permission to deal in, and for
quotation of, all our Shares alreadyissued and the New Shares which
are the subject of the Invitation on the Official List of the
SGX-ST.Such permission will be granted when we have been admitted
to the Official List of the SGX-ST.Acceptance of application for
the Invitation Shares will be conditional upon the completion of
theInvitation, which is subject to certain conditions, including
the SGX-ST granting permission to deal inand for quotation of all
our existing issued Shares and the New Shares. If the completion of
theInvitation does not occur because the SGX-ST’s permission is not
granted or for any reason includingwhere the Authority issues a
stop order pursuant to Section 242 of the SFA, monies paid in
respect ofany application will be returned to you at your own risk,
without interest or any share of revenue or otherbenefit arising
therefrom and you will not have any claim against our Company, our
Directors, theManager, Underwriter and/or Placement Agent.
The SGX-ST assumes no responsibility for the correctness of any
of the statements made, opinionsexpressed or reports contained in
this Prospectus. Admission to the Official List of the SGX-ST is
notto be taken as an indication of the merits of the Invitation,
our Company, our Subsidiaries, our existingissued Shares or the New
Shares.
A copy of this Prospectus together with copies of the
Application Forms have been lodged andregistered by the Authority
on 31 March 2005 and 27 April 2005 respectively. The Authority
assumesno responsibility for the contents of this Prospectus.
Registration of this Prospectus by the Authoritydoes not imply that
the SFA, or any other legal or regulatory requirements have been
complied with.The Authority has not, in any way, considered the
merits of our existing issued Shares or the NewShares, as the case
may be, being offered or in respect of which the Invitation is
made, for investment.
Under the SFA, the Authority may, in certain circumstances issue
a stop order (the “stop order”) to ourCompany, directing that no or
no further Shares to which this Prospectus relates, be allotted,
issued orsold. Such circumstances will include a situation where
this Prospectus (i) contains a statement ormatter which, in the
opinion of the Authority, is false or misleading, (ii) omits any
information that shouldbe included in accordance with the SFA or
(iii) does not, in the opinion of the Authority, comply with
therequirements of the SFA.
Where the Authority issues a stop order pursuant to Section 242
of the SFA, and:–
(a) in the case where the Invitation Shares have not been issued
to the applicants, the applicationsfor the Invitation Shares
pursuant to the Invitation shall be deemed to have been withdrawn
andcancelled and our Company shall, within 14 days from the date of
the stop order, pay to theapplicants all monies the applicants have
paid on account of their applications for the InvitationShares;
or
(b) in the case where the Invitation Shares have been issued to
the applicants, the issue of theInvitation Shares pursuant to the
Invitation shall be deemed to be void and our Company shall,within
14 days from the date of the stop order, pay to the applicants all
monies paid by them forthe Invitation Shares.
We have obtained approvals from our Directors for the issue of
this Prospectus. They individually andcollectively accept full
responsibility for the accuracy of the information given in this
Prospectus andconfirm, having made all reasonable enquiries, that
to the best of their knowledge and belief, the factsstated and the
opinions expressed in this Prospectus are fair and accurate in all
material respects asat the date of this Prospectus and that there
are no other material facts the omission of which wouldmake any
statement herein misleading and that this Prospectus constitutes
full and true disclosure ofall material facts about the Invitation
and our Group.
Neither our Company, the Manager, the Underwriter, the Placement
Agent, our Directors, thepromoters, the experts nor any other
parties involved in the Invitation is making any representation
toany person regarding the legality of an investment in our Shares
by such person under any investmentor other laws or regulations. No
information in this Prospectus should be considered as being
business,
18
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legal or tax advice. Investors should be aware that they may be
required to bear the financial risk of aninvestment in our Shares
for an indefinite period of time. Each prospective investor should
consult hisown professional or other advisers for business, legal
or tax advice regarding an investment in ourShares.
No person has been or is authorised to give any information or
to make any representation notcontained in this Prospectus in
connection with the Invitation and, if given or made, such
informationor representation must not be relied upon as having been
authorised by our Company, our Directors,the Manager, the
Underwriter or the Placement Agent.
Neither the delivery of this Prospectus and the Application
Forms nor any documents relating to theInvitation shall, under any
circumstances, constitute a continuing representation or create
anysuggestion or implication that there has been no change in our
affairs, conditions or prospects, or ourShares (including the New
Shares) or in the statements of fact or information contained in
thisProspectus since the date of this Prospectus. Where such
changes occur and are material or requiredto be disclosed by law,
we will promptly make an announcement of the same to the SGX-ST and
thepublic and, if required, lodge a supplementary document or
replacement document pursuant to Section241 of the SFA and other
applicable provisions of the SFA and take immediate steps to comply
with therequirements of Section 241 of the SFA. We will also comply
with all other applicable requirements ofthe SFA and/or any
requirements of the Authority and/or SGX-ST. All applicants should
take note of anysuch announcement and, upon release of such an
announcement, shall be deemed to have notice ofsuch changes. Save
as expressly stated in this Prospectus, nothing herein is, or may
be relied uponas, a promise or representation as to our future
performance or policies.
The Invitation Shares are offered for subscription solely on the
basis of the information contained andthe representations made in
this Prospectus.
We have not authorised any person to give any information or to
make any representation notcontained in this Prospectus in
connection with the Invitation and, if given or made, such
informationor representation must not be relied upon as having been
authorised by our Company, the Manager,the Underwriter or the
Placement Agent.
This Prospectus has been prepared solely for the purpose of the
Invitation and may only be relied uponby you in connection with
your application for the New Shares and may not be relied upon by
any otherperson or for any other purpose.
This Prospectus does not constitute an offer of, or invitation
or solicitation to subscribe for, theInvitation Shares in any
jurisdiction in which such offer or invitation or solicitation
isunauthorised or unlawful nor does it constitute an offer or
invitation or solicitation to anyperson to whom it is unlawful to
make such offer or invitation or solicitation.
Please also refer to the section on “Selling Restrictions” in
this Prospectus.
Copies of this Prospectus, the Application Forms and envelopes
may be obtained on request, subjectto availability, from:–
DBS Bank Ltd6 Shenton Way #36-01
DBS Building Tower OneSingapore 068809
and, where available from branches of DBS Bank Ltd (including
POSB) and members of theAssociation of Banks in Singapore, members
of the SGX-ST and merchant banks in Singapore. A copyof this
Prospectus is also available on the SGX-ST website
http://www.sgx.com.
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The Application List will open at 10.00 a.m. on 5 May 2005 and
will remain open until 12.00 noonon the same day or for such
further period or periods as our Directors may, in consultation
withthe Manager decide, subject to any limitations under all
applicable laws, PROVIDED ALWAYSTHAT where a supplementary document
or replacement document has been lodged with theAuthority pursuant
to Section 241 of the SFA, the Application List shall be kept open
for at least14 days after the lodgement of the supplementary
document or replacement document.
Members of the public will be informed of the subscription and
distribution results and balloting ofApplications (if any) through
SGXNET and paid press announcements made in major English
andChinese language newspapers in circulation in Singapore.
Where prior to the lodgement of the supplementary or replacement
prospectus, applications have beenmade under this Prospectus to
subscribe for our Invitation Shares and:–
(a) where our Shares have not been issued to the applicants, our
Company shall either:–
(i) within seven days from the date of lodgement of the
supplementary or replacementprospectus, give the applicants the
supplementary or replacement prospectus, as the casemay be, and
provide the applicants with an option to withdraw their
applications; or
(ii) treat the applications as withdrawn and cancelled, in which
case the applications shall bedeemed to have been withdrawn and
cancelled, and our Company shall within seven daysfrom the date of
lodgement of the supplementary or replacement prospectus, return
allmonies paid in respect of any application; or
(b) where our Shares have been issued to the applicants, our
Company shall either:–
(i) within seven days from the date of lodgement of the
supplementary or replacementprospectus, give the applicants the
supplementary or replacement prospectus, as the casemay be, and
provide the applicants with an option to return to our Company our
Shares,which they do not wish to retain title in; or
(ii) treat the issue of our Shares as void, in which case the
issue or sale shall be deemed voidand our Company shall within
seven days from the date of lodgement of the supplementaryor
replacement prospectus, return all monies paid in respect of any
application.
An applicant who wishes to exercise his option under paragraph
(a)(i) to withdraw his application shall,within 14 days from the
date of lodgement of the supplementary or replacement prospectus,
notify ourCompany of this, whereupon our Company shall within seven
days from the receipt of such notification,pay to him all monies
paid by him on account of his application for those Shares without
interest or ashare of revenue or benefit arising therefrom, at the
applicant’s risk.
An applicant who wishes to exercise his option under paragraph
(b)(i) to return our Shares issued tohim shall, within 14 days from
the date of lodgement of the supplementary or replacement
prospectus,notify our Company of this and return all documents, if
any, purporting to be evidence of title to thoseShares, to our
Company, whereupon our Company shall within seven days from the
receipt of suchnotification and documents, if any, pay to him all
monies paid by him for those Shares and the issue ofthose Shares
shall be deemed to be void.
Details for the procedure for application for the Invitation
Shares are set out in Appendix F ofthis Prospectus.
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INDICATIVE TIMETABLE FOR LISTING
In accordance with the SGX-ST’s News Release of 28 May 1993 on
the trading of initial public offeringshares on a “when issued”
basis, the indicative timetable is set out below for the reference
ofapplicants:–
Indicative date/time Event
5 May 2005, 12.00 noon Close of Application List
6 May 2005 Balloting of applications, or otherwise as may be
approvedby the SGX-ST (in the event of an over-subscription for
theOffer Shares)
9 May 2005, 9.00 a.m. Commence trading on a “when issued”
basis
13 May 2005 Last day of trading on a “when issued” basis
16 May 2005, 9.00 a.m. Commence trading on a “ready” basis
19 May 2005 Settlement date for all trades done on a “when
issued” basisand for trades done on a “ready” basis on 16 May
2005
The above timetable is only indicative as it assumes that the
date of closing of the Application List willbe on 5 May 2005, the
date of admission of our Shares to the Official List of the SGX-ST
will be 9 May2005, the SGX-ST’s shareholding spread requirement
will be complied with and the New Shares willbe issued and fully
paid-up prior to 9 May 2005. The actual date on which our Shares
will commencetrading on a “when issued” basis will be announced
when it is confirmed by the SGX-ST.
The Invitation will open from 27 April 2005 to 5 May 2005.
The above timetable and procedure may be subject to such
modification as the SGX-ST may, in itsdiscretion, decide, including
the decision to permit trading on a “when issued” basis and
thecommencement date of such trading.
The commencement of trading on a “when issued” basis will be
entirely at the discretion of theSGX-ST. All persons trading in our
Shares on a “when issued” basis do so at their own risk.
Inparticular, persons trading in our Shares before their Securities
Accounts with CDP are creditedwith the relevant number of Shares do
so at the risk of selling Shares which neither they northeir
nominees, as the case may be, have been allotted or are otherwise
beneficially entitled to.Such persons are also exposed to the risk
of having to cover their net sell positions earlier if“when issued”
trading ends sooner than the indicative date mentioned above.
Persons whohave a net sell position traded on a “when issued” basis
should close their position on or beforethe first day of “ready”
basis trading.
In the event of any changes in the closure of the Application
List or the time period during which theInvitation is open, we will
publicly announce the same:–
(i) through a SGXNET announcement to be posted on the Internet
at the SGXNET web-sitehttp://www.sgxnet.sgx.com; and
(ii) in a local English newspaper, namely, The Straits
Times.
Investors should consult the SGX-ST announcement on “ready”
listing date on the Internet (at theSGXNET website
http://www.sgxnet.sgx.com), INTV or the newspapers, or check with
their brokers onthe date on which trading on a “ready” basis will
commence.
We will provide details of the results of the Invitation
(including the level of subscription for the InvitationShares and
the basis of allocation of the Invitation Shares pursuant to the
Invitation) as soon aspracticable after the close of the
Application List through the channels in (i) and (ii) above.
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THE INVITATION
Issue Size : The Invitation Shares comprising 61,000,000 New
Shares.The New Shares will, upon issue and allotment, rank
paripassu in all respects with our existing issued Shares.
Issue Price : S$0.50 for each Invitation Share.
Structure : The Invitation comprises:–
(1) 6,100,000 Offer Shares at S$0.50 each by way of
publicoffer;
(2) 54,900,000 Placement Shares by way of
placementcomprising:–
(a) 54,400,000 Placement Shares at S$0.50 each forapplications
by way of placement share applicationforms; and
(b) 500,000 Internet Placement Shares at S$0.50 eachfor
applications made through the Internet websiteof DBS Vickers Online
(Singapore) Pte Ltd,
payable in full on application.
The Invitation is open for applications by members of thepublic
in Singapore, subject to and on the terms and conditionsin this
Prospectus (including Appendix F of this Prospectus).
Purpose of Invitation : Our Directors consider that the listing
and quotation of ourShares on the Official List of the SGX-ST will
enhance ourpublic image and enable us to tap the capital markets
for theexpansion of our business operations.
Listing Status : Our Shares will be quoted on the SGX-ST,
subject to ouradmission to the Official List of the SGX-ST and
permission fordealing in and quotation of, our Shares being granted
by theSGX-ST and the Authority not issuing a stop order.
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USE OF PROCEEDS AND ISSUE EXPENSES
The Invitation will result in an estimated net proceeds (after
deducting the estimated issue expenses inrelation to the Invitation
of approximately S$2.8 million) of S$27.7 million to the
Company.
The above estimated net proceeds of S$27.7 million will be used
as follows:–
(a) approximately S$7.1 million will be spent at our
Mechatronics Division, of which S$6.1 million willbe used to
finance the purchase and upgrading of various high end machineries,
S$0.5 million willbe used to expand the clean room facilities and
S$0.5 million will be used to purchase softwareto improve process
automation;
(b) approximately S$2.4 million to partially finance the
acquisition of one unit of auto sprayingmachine, seven units of
laser etching machines and five units of automatic tampo
printingmachines, including installation costs, to be used to
expand the capacity for keypad production atour EMS Division’s
plastics production facilities at Prai;
(c) approximately S$2.8 million to finance the purchase of 15
units of electric servo mouldingmachines with supporting equipment,
including installation cost for our EMS Division’s
plasticsproduction facilities at Prai;
(d) approximately S$0.6 million for the refurbishment and
upgrading of our EMS Division’s plasticsproduction facilities at
Prai;
(e) approximately S$4.0 million to finance the expansion of our
secondary processes at our EMSDivision’s plastics production
facilities at Tasek, comprising S$1.4 million for the construction
of anew factory and S$2.6 million for machineries, comprising one
unit of auto spraying machine, fiveunits of laser etching machines,
four units of automatic tampo printing machines, one unit of
ultraviolet auto spraying machines and three units of measuring
equipment;
(f) approximately S$3.6 million to finance the start up of our
EMS Division’s expansion into EasternEurope;
(g) approximately S$2.7 million to be used for the repayment of
loans; and
(h) the balance of approximately S$4.5 million will be utilised
for working capital purposes.
For more details on the use of proceeds, please refer to the
sections on “Capitalisation andIndebtedness” and “Prospects and
Future Plans” in this Prospectus.
Pending the deployment of the net proceeds as aforesaid, the net
proceeds may be added to ourGroup’s working capital, placed in
fixed deposits with banks and financial institutions, or used
forinvestments in short-term money market instruments, as our
Directors may deem appropriate in theirabsolute discretion.
The expenses of the Invitation, including underwriting and
placement commission, brokerage,management fee and all other
incidental expenses in relation to this Invitation, are estimated
to amountto approximately S$2.8 million, the breakdown of which is
set out below:–
Description S$
Listing fees 26,250
Professional fees 1,300,000
Underwriting and placement commissions and brokerage
1,116,000
Miscellaneous expenses 405,750
Total estimated expenses 2,848,000
All the above expenses will be borne by our Company.
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PLAN OF DISTRIBUTION
The Issue Price was determined by us, in consultation with the
Manager, based on market conditionsand estimated market demand for
our Shares determined through a book-building process. The
IssuePrice is the same for all Invitation Shares and is payable in
full on application.
Offer Shares
The Offer Shares are made available to the members of the public
in Singapore for subscription at theIssue Price. The terms and
conditions and procedures for application and acceptance are
described inAppendix F of this Prospectus.
In the event of an under-subscription for the Offer Shares as at
the close of the Application List, thatnumber of Offer Shares not
subscribed for shall be made available to satisfy excess
applications for thePlacement Shares to the extent there is an
over-subscription for the Placement Shares as at the closeof the
Application List.
In the event of an over-subscription for the Offer Shares as at
the close of the Application List and/orthe Placement Shares are
fully subscribed or over-subscribed as at the close of the
Application List, thesuccessful applications for the Offer Shares
will be determined by ballot or otherwise as determined byour
Directors, in consultation with the Manager and approved by the
SGX-ST.
Pursuant to the terms and conditions contained in the Management
and Underwriting Agreementsigned between our Company, the Manager
and Underwriter dated 27 April 2005, DBS Bank hasagreed to
underwrite our Offer Shares.
Placement Shares
Application for the Placement Shares may only be made by way of
application form or through theInternet web-site of DBS Vickers
Online. The terms and conditions and procedures for application
andacceptance are described in Appendix F of this Prospectus.
Pursuant to the terms and conditions in the Placement Agreement
signed between our Company, andthe Placement Agent dated 27 April
2005, the Placement Agent has agreed to subscribe for and/orprocure
subscribers for the Placement Shares at the Issue Price.
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
excessapplications for the Offer Shares to the extent that there is
an over-subscription for the Offer Shares asat the close of the
Application List.
In the event of an under-subscription for the Internet Placement
Shares to be applied for through theInternet web-site of DBS
Vickers Online as at the close of the Application List, that number
of InternetPlacement Shares not subscribed for shall be made
available to satisfy excess applications for thePlacement Shares by
way of Placement Shares Application Forms to the extent that there
is anover-subscription for such Placement Shares as at the close of
the Application List or to satisfy excessapplications for the Offer
Shares, to the extent that there is an over-subscription for the
Offer Sharesas at the close of the Application List.
Subscribers of Placement Shares may be required to pay brokerage
(and if so required, suchbrokerage will be up to 1.0% of the Issue
Price), as well as stamp duties and any other related charges.
None of the Invitation Shares have been reserved for allotment
to our Shareholders, Directors oremployees in the Invitation.
Currently, we are not aware of any person who intends to
subscribe for more than 5% of the InvitationShares. However, in the
process of assessing market demand for our Shares, there may be
person(s)who may indicate his interest to subscribe for more than
5% of the Invitation Shares. If such person(s)
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were to make an application for Shares amounting to more than 5%
of the Invitation Shares andsubsequently be allocated such number
of Shares, we will make the necessary announcements at
anappropriate time.
Further, no Shares shall be allocated on the basis of this
Prospectus later than six months after the dateof registration of
this Prospectus.
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SELLING RESTRICTIONS
This Prospectus does not constitute an offer, solicitation or
invitation to subscribe for our Shares in anyjurisdiction in which
such offer, solicitation or invitation is unlawful or is not
authorised or to any personto whom it is unlawful to make such
offer, solicitation or invitation. No action has been or will be
takenunder the requirements of the legislation or regulations of,
or of the legal or regulatory authorities of,any jurisdiction,
except for the lodgement and/or registration of this Prospectus in
Singapore and inorder to permit a public offering of our Shares and
the public distribution of this Prospectus inSingapore. The
distribution of this Prospectus and the offering of the Invitation
Shares in certainjurisdictions may be restricted by the relevant
laws in such jurisdictions. Persons who may come intopossession of
this Prospectus are required by us, the Manager, the Underwriter
and the PlacementAgent to inform themselves about, and to observe
and comply with, any such restrictions.
Hong Kong
A copy of this Prospectus may, be issued by the Placement Agent
or their respective designatedsub-placement agents to a limited
number of prospective applicants for the Placement Shares in
HongKong in a manner which does not constitute an offer of the
Placement Shares to the public in HongKong or an issue, circulation
or distribution in Hong Kong of a prospectus for the purposes of
theCompanies Ordinance (Chapter 32) of the Laws of Hong Kong. The
offer of the Placement Shares ispersonal to the person named in the
accompanying Application Form, and application for thePlacement
Shares will only be accepted from such person. An application for
the Placement Shares isnot invited from any persons in Hong Kong
other than a person to whom a copy of this Prospectus hasbeen
issued by the Placement Agent or their respective designated
sub-placement agents, and if made,will not be accepted, unless the
applicant satisfies the Placement Agent or their respective
designatedsub-placement agents that he is a professional investor
within the meaning of the Securi