OFFER DOCUMENT DATED 16 NOVEMBER 2015 (Registered by the Singapore Exchange Securi es Trading Limited (the “ SGX-ST”), acng as agent on behalf of the Monetary Authority of Singapore (the “Authority”) on 16 November 2015) This oer is made in or accompanied by an oer document (the “Oer Document”) that has been registered by the SGX -ST , acng as agent on behalf of the Authority on 16 November 2015. The registraon of this Oer Document by the SGX-ST , acng as agent on behalf of the Authority does not imply that the Securies and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirements under the SGX-ST’ s lisng rules, have been complied with. This document is important . If you are in any doubt as to the acon you should take, you should consult your legal, nancial, tax or other professional adviser(s). In connecon with the Placement, B. BRAUN Melsungen AG (the “ Cornerstone Investor”) has entered into a cornerstone subscripon agreement with the Company to subscribe for 21,515,000 new Shares (“ Cornerstone Shares”) at the Placement Price (as dened herein), condi onal upon, inter alia , (i) the registraon of the Oer Document by the SGX-ST, acng as agent on behalf of the Authority; (ii) the entering into the Placement Agreement (as dened herein) and such Placement Agreement having become uncondi onal (in accordance with its terms or as subsequently waived or varied by agreement of the pares) by no later than the me and date as speci ed or as subsequently waived or varied by agreement of the pares; and (iii) the Placement Agreement not having been terminated or lapsed in accordance with the terms therein. The Cornerstone Subscripon (as dened herein) is condi onal upon the Placement. The Placement is, however, not condi onal on the compleon of the Cornerstone Subscripon. PrimePartners Corporate Finance Pte. Ltd. (the “ Sponsor”) has made an applicaon to the SGX-ST for permission to deal in, and for quotaon of, all the ordinary shares (“ Shares ”) in the capital of The Trendlines Group Ltd. (“Company ”) that are already issued (including the Pre-IPO New Shares (as dened herein), the RCL Converted Shares (as dened herein) and the PPCF Shares (as dened herein)), the new Shares which are the subject of this Placement (“Placement Shares”) (including the Cornerstone Shares), the Debenture Conversion Shares (as dened herein), the Misgav/Karmiel Consideraon Shares (as dened herein), the Agtech Employee Consideraon Shares (as dened herein), the Octagon/GMP Securi es Compensaon Shares (as dened herein), the Tmura Shares (as dened herein) and the Opon Shares (as dened herein) on Catalist (as dened herein). Acceptance of applicaons will be condi onal upon,inter alia , issue of the Placement Shares (including the Cornerstone Shares) and permission being granted by the SGX-ST for the lisng and quotaon of all our exisng issued Shares (including the Pre-IPO New Shares, the RCL Converted Shares and the PPCF Shares), the Placement Shares (including the Cornerstone Shares), the Debenture Conversion Shares, the Misgav/Karmiel Consideraon Shares, the Agtech Employee Consideraon Shares, the Octagon/GMP Securi es Compensaon Shares, the Tmura Shares and the Opon Shares on Catalist. Monies paid in respect of any applicaon accepted will be returned if the admission and lisng do not proceed. The dealing in and quotaon of the Shares will be in Singapore dollars. Each of the Misgav/Karmiel Shareholders (as dened herein) has entered into separate put/call opon agreements with our Company, Technology Incubator Misgav/Karmiel, Management Services Ltd. (“ Misgav/Karmiel ”) and Trendlines Medical-Misgav Ltd. (“ Trendlines Medical ”) in 2007, pursuant to which the Misgav/Karmiel Shareholders granted Trendlines Medical a call opon (“ Misgav/Karmiel Call Opon”) to purchase the shares in Misgav/Karmiel held by the Misgav/Karmiel Shareholders in exchange for the Misgav/Karmiel Consideraon Shares. Under the terms and condi ons of these put/call opon agreements, compleon of the Misgav/Karmiel Call Opon is condi onal upon the compleon of the Placement and will take place immediately prior to or contemporaneously with the compleon of the Placement. The Placement is, however, not condi onal on the compleon of the Misgav/Karmiel Call Opon. Trendlines Medical intends to exercise the Misgav/Karmiel Call Opon prior to the compleon of the Placement. It should be noted that certain informaon contained in this Oer Document assumes that the exercise of the Misgav/Karmiel Call Opon has been completed. Certain Debenture Holders (as dened herein) have elected (or were deemed to have elected) the Holding Opon (as dened herein). Pursuant to the Debenture Cer cates (as dened herein), the Placement (as dened herein) will constute an IPO and the principal amount of outstanding Debentures (as dened herein) and outstanding accrued interest will automacally convert into Shares upon the compleon of an IPO. The Placement is, however, not condi onal upon such conversion. To this end, the principal amount of outstanding Debentures and outstanding accrued interest thereon of the Debenture Holders who elected (or were deemed to have elected) the Holding Opon will be automacally converted into Debenture Conversion Shares (as dened herein), prior to or contemporaneously with the compleon of the Placement. Pursuant to the Agtech Employee Share Exchange Agreement (as dened herein), subject to the sasfacon of the Agtech Employee Condi ons Precedent (as dened herein), the Company intends to purchase all the Remaining Agtech Shares (as dened herein) held by the Trustee (as dened herein) in exchange for the Agtech Employee Consideraon Shares, credited as fully paid-up (“ Agtech Employee Acquision”). As at the date of this Oer Document, the Agtech Employee Condi ons Precedent have not been sased. The Company, Trendlines Agtech and the Trustee intend to complete the Agtech Employee Acquisi on upon the sasfacon of the Agtech Employee Condi ons Precedent. Assuming that the Agtech Employee Condi ons Precedent (including the Agtech Employee IPO Condi on (as dened herein)) are sased prior to the compleon of the Placement, the Company, Trendlines Agtech and the Trustee will proceed to complete the Agtech Employee Acquisi on, pursuant to which the allotment and issuance of the Agtech Employee Consideraon Shares will take place immediately prior to or contemporaneously with the compleon of the Placement. The Placement i s, however , not condi onal on the compleon of the Agtech Employee Acquisi on. It should be noted that certain informaon contained in this Oer Document assumes that the Agtech Employee Acquisi on has been completed. 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 parcular, companies may list on Catalist without a track record of protability 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 invesng in such companies and should make the decision to invest only aer careful consideraon and, if appropriate, consultaon with your professional adviser(s). Neither the Authority nor the SGX-ST has examined or approved the contents of this Oer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Oer Document, including the correctness of any of the statements or opinions made or reports contained in this Oer Document. The SGX-ST does not normally review the applicaon for admission to Catalist but relies on the Sponsor conrming that the Company is suitable to be listed and complies with the Catalist Rules (as dened herein). Neither the Authority nor the SGX-ST has in any way considered the merits of the Shares or units of Shares being oered for investment. We have not lodged this Oer Document in any other jurisdicon. Invesng in the Shares involves risks which are described in the secon entled “RISK FACTORS” of this Oer Document. Aer the expiraon of six (6) months from the date of registraon of this Oer Document, no person shall make an oer of Shares, or allot, issue or sell any of the Shares, on the basis of this Oer Document; and no ocer or equivalent person or promoter of the Company will authorise or permit the oer of any of the Shares or the allotment, issue or sale of any of the Shares, on the basis of this Oer Document. THE TRENDLINES GROUP L TD. (Company Registraon No.: 513970947) (Incorporated in Israel on 1 May 2007) Sponsor, Issue Manager and Placement Agent PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. (Company Registraon No.: 200207389D) (Incorporated in the Republic of Singapore) Crea ng & Developing Companies To Improve the Human Condi on Placement of 75,760,000 Placement Shares (including 21,515,000 Cornerstone Shares) at S$0.33 for each Placement Share, payable in full on applicaon
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OFFER DOCUMENT DATED 16 NOVEMBER 2015
(Registered by the Singapore Exchange Securies Trading Limited (the “SGX-ST”), acng as agent on behalf of the Monetary Authority of Singapore (the “Authority”) on 16 November 2015)
This oer is made in or accompanied by an oer document (the “Oer Document”) that has been registered by the SGX-ST, acng as agent on behalf of the Authority on 16 November 2015. The registraon of this Oer Document by the SGX-ST, acng as agent on behalf of the Authority does not imply that the Securies and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirements under the SGX-ST’s lisng rules, have been complied with.
This document is important. If you are in any doubt as to the acon you should take, you should consult your legal, nancial, tax or other professional adviser(s).
In connecon with the Placement, B. BRAUN Melsungen AG (the “Cornerstone Investor”) has entered
into a cornerstone subscripon agreement with the Company to subscribe for 21,515,000 new Shares (“Cornerstone Shares”) at the Placement Price (as dened herein), condional upon, inter alia , (i) the
registraon of the Oer Document by the SGX-ST, acng as agent on behalf of the Authority; (ii) the entering into the Placement Agreement (as dened herein) and such Placement Agreement having become uncondional (in accordance with its terms or as subsequently waived or varied by agreement of the pares) by no later than the me and date as specied or as subsequently waived or varied by agreement of the pares; and (iii) the Placement Agreement not having been terminated or lapsed in accordance with the terms therein. The Cornerstone Subscripon (as dened herein) is condional upon the Placement. The Placement is, however, not condional on the compleon of the Cornerstone Subscripon.
PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor”) has made an applicaon to the SGX-ST for permission to deal in, and for quotaon of, all the ordinary shares (“Shares”) in the capital of The Trendlines Group Ltd. (“Company”) that are already issued (including the Pre-IPO New Shares (as dened herein), the RCL Converted Shares (as dened herein) and the PPCF Shares (as dened herein)), the new Shares which are the subject of this Placement (“Placement Shares”) (including the Cornerstone Shares), the Debenture Conversion Shares (as dened herein), the Misgav/Karmiel Consideraon Shares (as dened herein), the Agtech Employee Consideraon Shares (as dened herein), the Octagon/GMP Securies Compensaon
Shares (as dened herein), the Tmura Shares (as dened herein) and the Opon Shares (as dened herein)on Catalist (as dened herein). Acceptance of applicaons will be condional upon, inter alia , issue of the Placement Shares (including the Cornerstone Shares) and permission being granted by the SGX-ST for the lisng and quotaon of all our exisng issued Shares (including the Pre-IPO New Shares, the RCL Converted Shares and the PPCF Shares), the Placement Shares (including the Cornerstone Shares), the Debenture Conversion Shares, the Misgav/Karmiel Consideraon Shares, the Agtech Employee Consideraon Shares, the Octagon/GMP Securies Compensaon Shares, the Tmura Shares and the Opon Shares on Catalist. Monies paid in respect of any applicaon accepted will be returned if the admission and lisng do not proceed. The dealing in and quotaon of the Shares will be in Singapore dollars.
Each of the Misgav/Karmiel Shareholders (as dened herein) has entered into separate put/call opon agreements with our Company, Technology Incubator Misgav/Karmiel, Management Services Ltd. (“Misgav/Karmiel”) and Trendlines Medical-Misgav Ltd. (“Trendlines Medical”) in 2007, pursuant to which the Misgav/Karmiel Shareholders granted Trendlines Medical a call opon (“Misgav/Karmiel Call Opon”)
to purchase the shares in Misgav/Karmiel held by the Misgav/Karmiel Shareholders in exchange for the Misgav/Karmiel Consideraon Shares. Under the terms and condions of these put/call opon agreements, compleon of the Misgav/Karmiel Call Opon is condional upon the compleon of the Placement and will take place immediately prior to or contemporaneously with the compleon of the Placement. The Placement is, however, not condional on the compleon of the Misgav/Karmiel Call Opon. Trendlines Medical intends to exercise the Misgav/Karmiel Call Opon prior to the compleon of the Placement. It should be noted that certain informaon contained in this Oer Document assumes that the exercise of the Misgav/Karmiel Call Opon has been completed.
Certain Debenture Holders (as dened herein) have elected (or were deemed to have elected) the Holding Opon (as dened herein). Pursuant to the Debenture Cercates (as dened herein), the Placement (as dened herein) will constute an IPO and the principal amount of outstanding Debentures (as dened herein) and outstanding accrued interest will automacally convert into Shares upon the compleon of an IPO. The Placement is, however, not condional upon such conversion. To this end, the principal amount of outstanding Debentures and outstanding accrued interest thereon of the Debenture Holders who elected (or were deemed to have elected) the Holding Opon will be automacally converted into Debenture Conversion Shares (as dened herein), prior to or contemporaneously with the compleon of the Placement.
Pursuant to the Agtech Employee Share Exchange Agreement (as dened herein), subject to the sasfacon of the Agtech Employee Condions Precedent (as dened herein), the Company intends to purchase all the Remaining Agtech Shares (as dened herein) held by the Trustee (as dened herein) in exchange for the Agtech Employee Consideraon Shares, credited as fully paid-up (“Agtech Employee Acquision”). As at the date of this Oer Document, the Agtech Employee Condions Precedent have not been sased. The Company, Trendlines Agtech and the Trustee intend to complete the Agtech Employee Acquision upon the sasfacon of the Agtech Employee Condions Precedent. Assuming that the Agtech Employee Condions Precedent (including the Agtech Employee IPO Condion (as dened herein)) are sased prior to the compleon of the Placement, the Company, Trendlines Agtech and the Trustee will proceed to complete the Agtech Employee Acquision, pursuant to which the allotment and issuance of the Agtech Employee Consideraon Shares will take place immediately
prior to or contemporaneously with the compleon of the Placement. The Placement is, however, not condional on the compleon of the Agtech Employee Acquision. It should be noted that certain informaon contained in this Oer Document assumes that the Agtech Employee Acquision has been completed.
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 parcular, companies may list on Catalist without a track record of protability 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 invesng in such companies and should make the decision to invest only aer careful consideraon and, if appropriate, consultaon with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents of this Oer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Oer Document, including the correctness of any of the statements or opinions made or reports contained in this Oer Document. The SGX-ST does not normally review the applicaon for admission to Catalist but relies on the Sponsor conrming that the Company is suitable to be listed and complies with the Catalist Rules (as dened herein). Neither the Authority nor the SGX-ST has in any way considered the merits of the Shares or units of Shares being oered for investment.
We have not lodged this Oer Document in any other jurisdicon. Invesng in the Shares involves risks which are described in the secon entled “RISK FACTORS” of this Oer Document.
Aer the expiraon of six (6) months from the date of registraon of this Oer Document, no person shall make an oer of Shares, or allot, issue or sell any of the Shares, on the basis of this Oer Document; and no ocer or equivalent person or promoter of the Company will authorise or permit the oer of any of the Shares or the allotment, issue or sale of any of the Shares, on the basis of this Oer Document.
THE TRENDLINES GROUP LTD. (Company Registraon No.: 513970947) (Incorporated in Israel on 1 May 2007)
Sponsor, Issue Manager and Placement Agent
PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. (Company Registraon No.: 200207389D) (Incorporated in the Republic of Singapore)
Creang & Developing Companies To Improve the Human Condion
Placement of 75,760,000 Placement Shares (including 21,515,000 Cornerstone Shares) at S$0.33 for each Placement Share, payable in full on applicaon
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• Creates and develops medical and agricultural technology companies with a view towards a successful exit in the marketplace
• Exits may include among others, sales such as merger and acquisition transactions or listing on public stock exchanges
• Operates principally through two (2) technology incubatorsand an internal innovation centre
About The Trendlines Group Ltd.
Invests Early
• Review 450 to 500 opportunities annually
• Trendlines Labs inventions • Seed-stage low valuations
Incubates
• Israeli government-franchised incubators, Trendlines Medical and Trendlines Agtech
• Technology and business development
• Marketing, legal, accounting, operations
Supports to Exit
• 30+ member team: technology and business development, R&D, marketing, finance
• Intense involvement • Exceptional management • Medical and agritech experts • Global network • Access to capital • Negotiations and closing
Trendlines’ Active Engagement: Investment, Incubation, Support Business Process
Israeli Government-
in the fields of medical and agricultural technologies
Internal Innovation Centre
Cornerstone Investor/Potential Strategic Partner
B. BRAUN • Conditional investment of up to S$7.1 million to subscribe for 21,515,000 Cornerstone Shares
• German privately held company founded in 1839 with 54,000 employees worldwide and global sales of €5.43 billion
• Entered non-legally binding memorandum of understanding for the purposes of–
(i) Establishing mutual deal flow;
(ii) Identifying potential new investments;
(iii) Cooperating in the establishment of accelerators and incubators in selected markets worldwide; and
Extensive network of relationships
• Generate quality deal flow as well as undertake fund raising activities
Physical facilities and intensive support provided to portfolio companies
• High support-level allows portfolio companies to focus on developing their technology, product and market, thereby reducing risk and increasing the chances of success
Strong management team and track record
• A team that understands global markets and possesses the ability to bridge cultures to build businesses • A strong track record to develop and execute exit strategies for portfolio companies
Effective use of funds
• Portfolio companies are located in Trendlines’ facilities and are extensively supported by its staff for at least their first two (2) to three (3) years of incubation
• Leverage portfolio investments with R&D grants from the Israeli government through the Technological Incubators Programme
Strong reputation and brand
• Trendlines Medical has twice been named the best incubator in Israel by the Office of the Chief Scientist (“OCS”) • Five (5) of portfolio companies have been named the best start-ups of the year by the OCS • Built a reputation as being one (1) of the best incubator organisations in Israel
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• Established and incubated 60 companies since September 2007
• Work to establish between eight (8) to ten (10) new portfolio companies each year
• 17 portfolio companies at commercialisation stage and generating revenues
• Five (5) portfolio companies acquired by or sold their assets to multinational corporations, including four (4) since August 2013
• Two (2) portfolio companies, FlowSense Ltd. and E.T.View Ltd. completed public listing transactions by way of reverse mergers with public listed companies on the Tel-Aviv Stock Exchange
$25 Million
Outstanding Start-Up of the Year Awards** 45
(US$000) FY2013 FY2014 HY2015
FY2012 FY2013 FY2014 HY2015
Income (Loss) before Income Taxes 8,610 22,909 (2,855) 5,329
*Includes market value of assets carried at equity value **Primarily due to grant of options and listing related expenses
Basic earning per share (US$) 0.17 0.43 (0.07) 0.09
(US$000) As at 31 December 2014 As at 30 June 2015
Total Non-current Assets 77,306 82,756
Total Current Assets 4,392 15,103
Total Assets 81,698 97,859
2011 PolyTouch
Ltd. Trade sale of company, which was three (3) years old at me of sale
Covidien 6.7X
2013 Innolap
Surgical Ltd.
Trade sale of company, which was eight (8) months old at me of sale
Teleex 3.2X
2013 FlowSense
Medical Ltd. Trade sale of company, which was four (4) years old at me of sale
Baxter Internaonal 4.0X
2014 Inspiro
Medical Ltd. Trade sale of company, which was four (4) years old at me of sale
OPKO Health 8.8X
2014 Most Valuable
Porolio Company(2)
Asset sale, company was ve (5) years old at me of sale
Undisclosed(2) 66.9X(3)
Notes:
1) Estimated return represents the multiples on the exit proceeds to the investment (net of OCS funding) in the exited company, which comprises (i) initial cash investment; (ii) additional investments through estimated value of the provision of services; and/or (iii) estimated overhead expenses incurred in supporting the exited company.
Exit Transactions
ApiFix Ltd. 2011 29.42
IonMed Ltd. 2009 28.80
MediValve Ltd. 2010 31.66
NeuroQuest Ltd. 2008 32.24
Smax G.I. Ltd. 2009 27.17
S.T.S Medical Ltd. 2013 35.37
Total estimated fair market value of our ten (10) most valuable portfolio companies: approximately US$59.5 million, representing 69.3% of total portfolio value of approximately US$84.7 million*
Top 10 Portfolio Companies
ApiFix Ltd.
Eden Shield Ltd.
Advanced Mem-Tech Ltd.
Selected Portfolio Companies
* Awarded to Trendlines Medical by Israel’s Office of the Chief Scientist (“OCS”) ** Awarded to the portfolio companies by the OCS *** Excluding Pre-IPO investment of US$10.0 million **** As at 19 October 2015 (“LPD”)
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• Ageing global population
• Growth of emerging markets is expected to lead to an increase in health awareness and demand for sophisticated medical devices
• Increase in regulatory oversight is expected to trigger more merger and acquisition opportunities
Agricultural Technologies
• Increasing global demand for food
• Environmental challenges are expected to lead to an increase in demand for innovative and sustainable agricultural technologies and production methods to overcome such limitations and protect the environment
• Innovations in complementary felds such as the mobile, IT and energy spaces have potential to make a huge impact in the field of agritech as more innovations and inventors are expected to tap on such innovations in complementary fields to develop new and/or enhance existing agricultural and food technologies
Government funding leverages our capital
Israeli government new company grant: NIS 2.125 million (~US$557,000)*
Trendlines’ cash investment: NIS 375,000 (~US$98,000) per company
Trendlines’ in-kind investment: An additional average of ~US$450,000 per company over a two (2)-year period
* Trendlines has received the OCS letter renewing Trendlines Medical’s franchise for an additional franchise period to commence no later than 1 March 2016, subject to Trendlines Medical satisfying the conditions required for the renewal of the franchise. The approved budget to invest in a medical device company by Trendlines Medical under the new franchise as a peripheral incubator is expected to be approximately US$116,600 (or NIS 450,000) matched with R&D grants from the Israeli government in the amount of approximately US$668,400 (or NIS 2,550,000).
Mitigating Risk Through Government Leverage
• Follow-on investments in portfolio companies
• Expansion of our operations into new markets
• Expansion of Trendlines Labs
• Operational expenses to support potential increase in the number of portfolio companies
Prospects+ Business Strategies and Future Plans
Investment
Approach
Low Capital Requirements
Trendlines’ Investments
+ Source: The market research report entitled “Israel’s High-Tech Industry Overview – Final Report – October 2015” prepared by Ernst & Young (Israel) Ltd.
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CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT . . . . . . . . . . . . . . . . . . . . 23
INFORMATION ON OUR PORTFOLIO COMPANIES AND MARKET AND INDUSTRY
INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5
LISTING ON CATALIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
OUR BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
OUR COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
OUR CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
EXCHANGE RATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4
THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 6
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8
RISKS RELATING TO OUR LOCATION IN ISRAEL . . . . . . . . . . . . . . . . . . . . . . . . . . 60
RISKS RELATING TO AN INVESTMENT IN OUR SHARES . . . . . . . . . . . . . . . . . . . . 63
ISSUE STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1
SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3
PRE-IPO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
TABLE OF CONTENTS
MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 26
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
FOREIGN EXCHANGE MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
OUR MAJOR CUSTOMERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . 226
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226
TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229
ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . 237
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE
INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237
DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 53
DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253
EMPLOYMENT AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271
INDEMNIFICATION AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275
OLD OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 94
TAKE-OVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310
ATTENDANCE AT GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 17
TABLE OF CONTENTS
GENERAL AND STATUTORY I NFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 28
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . 328
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334
MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 337
CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339
DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340
APPENDIX A – INDEPENDENT AUDITORS’ REPORT AND AUDITED CONSOLIDATED
FINANCIAL STATEMENTS OF THE T RENDL INES GROUP LTD. AND ITS
SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED DECEMBER 31, 2014, 2013 AND
2012 AND FOR THE INTERIM FINANCIAL PERIOD FROM JANUARY 1, 2015 TO JUNE 30, 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
APPENDIX B – COMPARISON BETWEEN SINGAPORE COMPANIES LAW AND
ISRAELI COMPANIES LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B -1
APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF ISRAELI COMPANIES
LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
APPENDIX D – SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION . . . . . D-1
APPENDIX E – OUR ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . E -1
APPENDIX F – COMPARISON BETWEEN OUR ARTICLES OF ASSOCIATION AND
APPENDIX 4C OF THE CATALIST RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F -1
APPENDIX G – MARKET RESEARCH REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G -1
APPENDIX H – RULES OF THE OLD OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . H -1
APPENDIX I – RULES OF THE TRENDLINES 2015 SHARE OPTION PLAN . . . . . . . . . I-1
APPENDIX J – RULES OF THE SUB-PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J -1
APPENDIX K – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND
ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . K-1
BOARD OF DIRECTORS : Todd Dollinger (Chairman and Chief Executive Officer)
Steve Rhodes (Chairman and Chief Executive Officer)
Zeev Bronfeld (Non-executive Director)
JOINT COMPANY
Yosef Ron (B.Sc)
Misgav Industrial Park
50 Raffles Place
16 Collyer Quay
Brosh Building
3 Aminadav Street
Tel-Aviv 6706703, Israel
PRINCIPAL BANKER AND
Singapore Branch
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In this Offer Document and the accompanying Application Forms, unless the context otherwise
requires, the following definitions apply throughout where the context so admits:
Companies within our Group
“Company” or “Trendlines” : The Trendl ines Group Ltd. The terms “we”, “our”, “our
Company” or “us” have correlative meanings
“Group” : Our Company and our Subsidiaries, namely, Trendlines
Medical, Trendlines Agtech and Misgav/Karmiel
“Misgav/Karmiel” : Technology Incubator Misgav/Karmiel, Management Services
Ltd.
“Subsidiaries” : Trendlines Medical, Trendlines Agtech and Misgav/Karmiel
and “Subsidiary” means any of them, as the case may be
“Trendlines Agtech” : Trendlines Agtech – Mofet Ltd.
“Trendlines Medical” : Trendlines Medical – Misgav Ltd.
Other Companies, Organisations and Agencies
“AMEX” : American Stock Exchange (now known as NYSE Amex
Equities)
“B. BRAUN” or
“CLAL Finance” : CLAL Finance Underwriting Ltd
“CPF” : The Central Provident Fund
“E.T.View” : E.T.View Ltd., a wholly owned principal operating subsidiary
of E.T.View Medical
“ISA” : Israel Securities Authority
“Maryland GP” : Maryland/Israel Trendlines Fund GP LLC
“OCS” : Office of the Chief Scientist of the Israeli Ministry of Economy
(formerly, the Ministry of Industry, Trade and Labour)
“SGX-ST” or “Exchange” : Singapore Exchange Securities Trading Limited
“Share Registrar” : Boardroom Corporate & Advisory Services Pte. Ltd.
“TASE” : Tel-Aviv Stock Exchange
“Trendlines Capital
“Trendlines Venture
: Trendlines Venture Management Ltd.
“Trendlines-named Entities” : Trendli nes Capital Mar ket s and Tr endlines Venture
Management
“Trustee” : Meitav Dash Benefits Ltd. which holds shares for three (3)
former employees of Trendlines Agtech, including Yosef Ron
General
“2014 Compensation Warrants”
: The April 2014 Compensation Warrants and the October 2014 Compensation Warrants
“2014-2015 Private
Investors in consideration for US$2,125,602
DEFINITIONS
8
Ltd.) who were allotted and issued an aggregate of 1,417,069
Shares (prior to adjustments in connection with the allotment
and issuance of the Bonus Shar es) , represent ing
approximately 2.2% of the post-Final Issuance share capital
of our Company, pursuant to the 2014-2015 Private
Placement
the 67,868 issued shares in the capital of Trendlines Agtech
held by them pursuant to the Agtech Minority Shareholders
Share Exchange Agreement, details of which are described in
the section entitled “Restructuring Exercise” of this Offer
Document
: The conditions precedent as set out in the Agtech Employee
Share Exchange Agreement, details of which are described in
the section entitled “Restructuring Exercise” of this Offer
Document
“Agtech Employee
Consideration Shares”
: The 2,623,088 new Shares to be allotted and issued to the
Trustee (on behalf of each of the three (3) former employees
of Trendlines Agtech, including Yosef Ron) in exchange for the
12,290 shares in the capital of Trendlines Agtech held by itpursuant to t he Agtech Employee Share Exchange
Agreement, details of which are described in the section
entitled “Restructuring Exercise” of this Offer Document
“Agtech Employee IPO
: The consummation of an initial public offering of our Shares
pursuant to an effective registration statement under the
Israeli Securities Law 5728-1968, as amended, or any
equivalent law of any other jurisdiction within 12 months from
the date of the Agtech Employee Share Exchange Agreement
“Agtech Employee Share Exchange Agreement”
: The share exchange agreement dated 22 June 2015 entered into between our Company, Trendlines Agtech and the Trustee
(on behalf of each of the three (3) former employees of
Trendlines Agtech, including Yosef Ron)
“Agtech Minority
(excluding the Trustee) prior to the allotment and issuance of
the Agtech Consideration Shares
Minority Shareholders
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“Amendment No. 1” : Amendment No. 1 to the Debenture Certificates dated 25 May
2015
“Application Forms” : The printed application forms to be used for the purpose of the Placement and which form part of this Offer Document
“Application List” : The list of applications for the subscription of the Placement
Shares
Securities L.P., details of which are described in the section
entitled “Share Capital” of this Offer Document
“Articles” or “Articles of
modified and/or restated from time to time
“Associate” : (a) In relat ion to any director, chief executive off icer,
substantial shareholder or controlling shareholder (being
an individual) means:
( ii ) the trustees, acting in their capacity as such
trustees, of any trust of which he or his Immediate Famil y is a benef iciar y or, in t he case of a
discretionary trust, is a discretionary object; or
(iii) any company in which he and his Immediate Family
together (directly or indirectly) have an interest of
30.0% or more of the total votes attached to all the
voting shares;
(b) in relation to a substantial shareholder or a controlling
shareholder (being a company) means any other
company which is its subsidiary or holding company or isa subsidiary of any such holding company or one in the
equity of which i t and/or such other company or
companies taken together (directly or indirectly) have an
interest of 30.0% or more of the total votes attached to all
the voting shares
“Associated Company” : In relation to a company, means a company in which at least
20.0% but not more than 50.0% of its shares are held by the
first mentioned company
“Audit Committee” : The audit committee of our Company as at the date of this Offer Document, unless otherwise stated
DEFINITIONS
10
“Board of Directors”
: The board of Directors of our Company as at the date of this
Offer Document, unless otherwise stated
“Bonus Shares” : The allotment and issuance of 311,989,797 Shares to our existing Shareholders (without consideration paid by our
Shareholders) as bonus shares, on the basis of seven (7)
bonus shares, credited as fully paid-up, for every one (1)
existing issued Share in the capital of our Company held as at
12 November 2015 (following the capitalisation of NIS
3,119,897.97 in our Company’s share premium account),
pro-rata to their respective shareholdings in our Company
“Catalist” : The sponsor-supervised listing platform of the SGX-ST
“Catalist Rule” or “Catalist Rules”
: Any or all of the rules in the SGX-ST Listing Manual Section B: Rules of Catalist, as the case may be
“Controlling Shareholder” : As defined in the Catalist Rules:
(a) a person who holds directly or indirectly an interest of
15.0% or more of the total votes attached to all voting
shares in our Company (unless otherwise determined by
the SGX-ST); or
(b) a person who in fact exercises control over our Company
“Conversion” : The conversion of the then outstanding amount of the
redeemable convertible loans granted by the Pre-IPO
Investors pursuant to the Pre-IPO Redeemable Convertible
Loan Agreement into the Pre-IPO New Shares
“Cornerstone Shares” : The 21,515,000 new Shares subscribed by the Cornerstone
Investor pursuant to the Cornerstone Subscription Agreement
in connection with the Placement
“Cornerstone Subscription” : The subscription of the Cornerstone Shares at the PlacementPrice by the Cornerstone Investor in accordance with the
terms of the Cornerstone Subscription Agreement in
connection with the Placement
into between our Company and the Cornerstone Investor to
subscribe for the Cornerstone Shares
“Debenture Certificates” : The debenture certificates in relation to the Debentures, as
amended or modified from time to time
DEFINITIONS
11
entitled “Share Capital” of this Offer Document, and the term
“Debenture” shall be construed accordingly
“Debenture Conversion
Shares”
: The 1,599,800 new Shares to be allotted and issued to the
Debenture Holders who elected (or were deemed to have
elected) the Holding Option upon the conversion of the
principal amount of their outstanding Debentures and
outstanding accrued interest under the terms and conditions
of their Debenture Certificates, as amended or modified from
time to time
“Debenture Holder” : The holder of a Debenture and the term “Debenture Holders”
shall be construed accordingly
“Directive 8.3” : Directive 8.3 issued by the Director General of the Ministry of
Economy of Israel, as revised, restated or updated from time
to time
“Director” : A director of our Company as at the dat e of this Off er
Document, unless stated otherwise or the context requires
otherwise
Company and each of Todd Dollinger and Steve Rhodes as
described in the section entitled “Directors, Management and
Staff – Employment Agreements” of this Offer Document
“Entity at Risk” : (a) Our Company;
(b) a subsidiary of our Company that is not listed on the
SGX-ST or an approved exchange; or
(c) an Associated Company that is not listed on the SGX-ST
or an approved exchange, provided that our Group or ourGroup and our Interested Person(s), has control over the
Associated Company
“EPS” : Earnings per Share
“Executive Directors” : The executive directors of our Company as at the date of this
Offer Document, unless otherwise stated
“Executive Officers” : The executive officers of our Group as at the date of this Offer
Document, who are also key executives, unless otherwise
stated
DEFINITIONS
12
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“Final Issuance” : The allotment and issuance of the Placement Shares, the
Misgav/Karmiel Consideration Shares, the Debenture
Conversion Shares and the Agtech Employee Consideration
Shares
PPCF pursuant to which PPCF agrees to sponsor and
manage the Listing and the Placement, details of which are
set out in the section entitled “General and Statutory
Information – Management and Placement Arrangements” of
this Offer Document
“FY” : Financial year ended or, as t he case may be, ending
31 December
“GST” : Goods and Services Tax
“Holding Option” : One (1) of the options set out in Amendment No. 1 pursuant to
which Debenture Holders were given the option to continue to
hold their Debentures in accordance with the terms of their
respective Debenture Certificates
“HY” : Half year ended or, as the case may be, ending 30 June
“IFRS” : International Financial Reporting Standards
“Immediate Family” : In relation to a person, means the person’s spouse, child,
adopted child, step-child, sibling and parent
“Incubators Programme” or
OCS
“Independent Directors” : The independent, non-executive Directors of our Company as
at the date of this Offer Document, unless otherwise stated
“Interested Person” : ( a) A dir ect or, c hi ef exec utive officer or C ont rolli ng
Shareholder of our Company; or
(b) an Associate of any such director, chief executive officer
or Controlling Shareholder
: Means a transaction between an Entity at Risk and an
Interested Person
DEFINITIONS
13
“Israeli Companies Law” : The Israeli Companies Law, 5759-1999, as amended,
supplemented or modified from time to time, including any
regulations, orders and rules promulgated thereunder; and
the Israeli Companies Law shall include reference to the
Israeli Companies Ordinance [New Version], 5743-1983 of the
State of Israel, to the extent in effect according to the
provisions thereof
“Israeli Securities Law” : The I sraeli Securiti es Law, 5728- 1968, as amended,
supplemented or modified from time to time
“June 2015 Equity
in connection with the allotment and issuance of the Bonus
Shares), representing approximately 1.5% of the post-Final Issuance share capital of our Company, pursuant to the June
2015 Equity Financing Round
Shares by our Company to the June 2015 Equity Financing
Investors in consideration for US$1,488,932
“Key Executive” : (a) in relat ion to an entity, means an individual who is
employed in an executive capacity by the entity and
who –
affect the whole or a substantial part of the
business of the entity; or
(ii) has the capacity to make decisions which affect
significantly the entity’s financial standing; and
(b) in relat ion to a group, means an individual who is
employed in an executive capacity by an entity in the
group and who –
affect the whole or a substantial part of the
business of the group; or
(ii) has the capacity to make decisions which affect
significantly the group’s financial standing,
and the term “Key Executives” shall be construed accordingly
DEFINITIONS
14
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“Latest Practicable Date” : 19 October 2015, being the latest practicable date before the
lodgement of this Offer Document with the SGX-ST, acting as
agent on behalf of the Authority
“Listing” : The listing of our Company and the quotation of our Shares on
Catalist
“Listing Manual” : The provisions of sections A and B of the listing manual of the
SGX-ST as amended, supplemented or modified from time to
time
“LPS” : Loss per Share
“Market Day” : A day on which the SGX-ST is open for trading in securities
“Market Research Report” : The market research report entitled “Israel’s High-Tech
Industry Overview – Final Report – October 2015” prepared
by the Market Researcher, as set out in Appendix G of this
Offer Document
“Misgav/Karmiel Call
: The call option granted by the Misgav/Karmiel Shareholders
to Trendlines Medical to purchase all of the shares held by
them in Misgav/Karmiel in exchange for the Misgav/Karmiel Consideration Shares as described in the section entitled
“Restructuring Exercise” of this Offer Document
“Misgav/Karmiel
Consideration Shares”
: The 4,683,568 new Shares to be allotted and issued to the
Misgav/Karmiel Shareholders in consideration for the 169
shares in the capital of Misgav/Karmiel held by them
“Misgav/Karmiel
Shareholders”
the date of this Offer Document
“Most Valuable Portfolio
: The portfolio company that accounted for approximately
48.6% of the aggregate value of our portfolio as at 30 June
2015
“NAV” : Net asset value
“Nominating Committee” : The nominating committee of our Company as at the date of
this Offer Document, unless otherwise stated
DEFINITIONS
15
Independent Directors) as at the date of this Offer Document,
unless otherwise stated
“NTA” : Net tangible assets
“OCS Letter” : The letter dated 6 September 2015 from the OCS to inform
that Trendlines Medical was elected as the winning bidder in
the competitive process No. 2/15 conducted by the OCS for
the operation of a technological incubator under peripheral
incubator conditions in national preferred regions in the
district of Acre (Akko)
“Octagon/GMP Securities
Compensation Shares”
: An aggregate of 529,136 new Shares to be allotted and issued
by our Company to Octagon Capital Corporation and GMP Securities L.P. upon the exercise of the 2014 Compensation
Warrants
which are described in the section entitled “Share Capital” of
this Offer Document
“Old Option Plan” : The 2011 Global Incentive Option Scheme
“Old Options” : The share options granted pursuant to the Old Option Plan
“Old Options Grantees” : Person(s) who have been granted the Old Options
“Offer Document” : This offer document dated 16 November 2015 issued by our
Company in respect of the Placement
“Official List” : The list of issuers maintained by the SGX-ST in relation to
Catalist
“Option Shares” : The new Shares which may be allotted and issued upon the
exercise of options granted under the Old Option Plan, the
Plan and/or Sub-Plan
“Period Under Review” : The period comprising FY2012, FY2013, FY2014 and HY2015
“Placement” : The placement of the Placement Shares by the Placement
Agent on behalf of our Company for subscription at the
Placement Price subject to and on the terms and conditions
set out in this Offer Document
DEFINITIONS
16
“Placement Agreement” : The placement agreement dated 16 November 2015 entered
into between our Company and PPCF as the Placement Agent
pursuant to which PPCF as the Placement Agent agrees to
procure subscribers for the Placement Shares at the
Placement Price, details of which are set out in the sections
entitled “General and Statutory Information – Management
and Placement Arrangements” of this Offer Document
“Placement Price” : S$0.33 for each Placement Share
“Placement Shares” : The 75,760,000 new Shares ( including the 21,515,000
Cornerstone Shares) which are the subject of the Placement
“Plan” or “The Trendlines
2015 Share Option Plan”
: The Trendlines Group Ltd. 2015 Global Share Option Plan
“PPCF Shares” : The 2, 651,600 new Shares allott ed and i ssued by our
Company to PPCF as part of PPCF’s management fees as the
Sponsor and Issue Manager
“Pre-IPO Investment” : The grant of the redeemable convertible loans by the Pre-IPO
Investors to our Company as described in the section entitled
“Shareholders” of this Offer Document
“Pre-IPO Investors” : Collectively, Wang Yu Huei, Emerald Global Fund SPC, Jeremy Lee Sheng Poh, Tommie Goh Thiam Poh, Lim Tiong
Kheng Steven, Global Victory Ltd, Ho Kok Fi John, Tan Sze
Seng, Yeo Khee Seng Benny, Leong Wing Kong, Ramesh S/O
Pritamdas Chandiramani, Tan Shao Ming, Wong Hin Sun,
Eugene, Liew Chee Kong, Chue En Yaw, Delatte Stephane
Yves, Lim Kee Way I rwin and Amos and Daughter
Investments and Properties Ltd.
“Pre-IPO New Shares” : The 63,869,400 new Shares allotted and issued by our
Company to the Pre-IPO Investors
“Pre-IPO Redeemable
Convertible Loan
2015 entered into between our Company and the Pre-IPO
Investors in respect of the Pre-IPO Investment
“R&D” : Research and development
DEFINITIONS
17
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“R&D Law” : The Israeli Law for the Encouragement of Industrial Research
and Development, 5744-19841 and the regulations, rules and
procedures promulgated thereunder
“RCL Converted Shares” : The 910,600 new Shares al lotted and issued to certain
Debenture Holders, who held in aggregate a principal amount
of CAD$176,466, who had elected to convert their respective
principal amounts and accrued interests owed to them by our
Company under their respective Debentures as at 30 June
2015 into redeemable convertible loans in Singapore dollars
on the terms of the Pre-IPO Redeemable Convertible Loan
Agreement (save for certain sections on, inter alia , conditions
precedent and drawdown, which were excluded)
“Relevant Portfolio Companies”
Medical Ltd., NeuroQuest Ltd., Valentis Nanotech Ltd. and
ViAqua Therapeutics Ltd., which are portfolio companies in
which our Group, through Trendlines Medical or Trendlines
Agtech, holds more than 50.0% of their issued share capital
as at the date of this Offer Document
“Remaining Agtech Shares” : All the remaining 12,290 issued shares in the capital of
Trendlines Agtech, representing approximately 4.0% of the
equity interest of Trendlines Agtech, at par value of NIS 0.01
for each Share
“Remuneration Committee” : The remuneration committee of our Company as at the date of
this Offer Document, unless otherwise stated
“Restructuring Exercise” : The restructuring exercise undertaken in connection with the
Listing, more ful ly described in the section entit led
“Restructuring Exercise” of this Offer Document
“Securities Account” : The securities account maintained by a Depositor with CDP
but does not include a securities sub-account
“Securities and Futures
Act” or “SFA”
and Debentures) Regulations 2005 of Singapore, as
amended, supplemented or modified from time to time
1 Pursuant to Amendment No. 7 to the R&D Law as enacted by the Israeli Knesset (that is, the Israeli parliament) on 29 July 2015, “The Israeli Law for the Encouragement of Industrial Research and Development, 5744-1984” shall be re-named “The Law for the Encouragement of Industrial Research, Development and Technological Innovation,
5744-1984”, with effect as of 1 January 2016. Please refer to the section entitled “General Information on our Group – Licences, Permits, Franchises, Approvals, Certifications and Government Regulations” of this Offer Document for more details on Amendment No. 7 to the R&D Law.
DEFINITIONS
18
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“SGX Application” : The application to the SGX-ST for the Relevant Portfolio
Companies to be exempted f rom being deemed as
subsidiaries of our Company under the Fourth Schedule of the
SFR and from being disclosed as such in accordance with the
Fifth Schedule of the SFR
“SGXNET” : Singapore Exchange Network, a system network used by
listed companies in sending information and announcements
to the SGX-ST or any other system networks prescribed by
the SGX-ST
“Share Increase” : The increase of the authorised share capital of our Company
from NIS 1,000,000 consisting of 100,000,000 Shares of NIS
0.01 par value per Share to NIS 15,000,000 consisting of
1,500,000,000 Shares of NIS 0.01 par value per Share
“Share(s)” : Ordinary share(s) of NIS 0.01 par value per share in the
issued and paid-up capital of our Company
“Shareholder(s)” : Registered holders of Shares, except where the registered
holder is CDP, the term “Shareholder” shall, in relation to such
Shares mean the Depositors whose Securities Accounts are
credited with Shares
“Singapore Companies Act” : The Companies Act (Chapter 50) of Singapore, as amended,
supplemented or modified from time to time
“Singapore Take-over
supplemented or modified from time to time
“Steve Rhodes” : Stephen Louis Rhodes, one (1) of our Chairmen and Chief
Executive Officers
“Sub-Plan” : The sub-plan to The Trendlines 2015 Share Option Plan
“Substantial
Shareholder(s)”
: Person(s) who have an interest or interests in one (1) or more
voting shares, and the total votes attached to that share or
those shares, represent not less than 5.0% of the total votes
attached to all the voting shares in our Company
“Tmura Shares” : The 375,168 new Shares to be allotted and issued by our
Company to Tmura upon the exercise of the Tmura Warrant,
subject to adjustments upon the occurrence of certain events
DEFINITIONS
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“Tmura Warrant” : The warrant granted by our Company to Tmura on 11 June
2014 for the purchase of 46,896 Shares prior to adjustments
in connection with the allotment and issuance of the Bonus
Shares, details of which are described in the section entitled
“Share Capital” of this Offer Document
“Todd Dollinger” : David Todd Dollinger, one (1) of our Chairmen and Chief
Executive Officers
“Unrelated Third Party” : A party who is not an Associate of our Directors, Executive
Officers, Controlling Shareholder and/or Substantial
Shareholder, and the term “Unrelated Third Parties” shall be
construed accordingly
“VC” : Venture capital
“Selected Warrant Holders” : GMP Securities L.P. which holds 17.10 April 2014
Compensation Warrants and Tmura which holds the Tmura
Warrant
“US$” or “US Dollar” and
“US cents”
“%” or “per cent.” : Per centum
“sq m” : Square metre
Any capitalised terms relating to The Trendlines 2015 Share Option Plan and the Sub-Plan which are not defined in this section of this Offer Document shall have the meanings ascribed to them as stated in the sections entitled “Appendix I – Rules of The Trendlines 2015 Share Option Plan” and “Appendix J – Rules of the Sub-Plan” of this Offer Document respectively.
The expression “related corporation” shall have the meanings ascribed to it in the SFA, the SFR,
the Singapore Companies Act and/or the Catalist Rules, as the case may be.
DEFINITIONS
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The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Singapore Companies Act.
References in this Offer Document to Appendix or Appendices are references to an appendix or
appendices respectively to this Offer Document.
Any discrepancies in tables included herein between the total sum of amounts listed 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 that precede them.
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.
The word “including” means including without limiting the generality of any description preceding such terms and shall be deemed to be followed by the phrase “without limitation”.
Any reference in this Offer Document and the Application Forms to any statue or enactment is a reference to that statue or enactment as for the time being amended or re-enacted.
Any word defined under the Singapore Companies Act, the SFA, SFR or any statutory modification thereof and used in this Offer Document and the Application Forms shall, where applicable, have the meaning ascribed to it under the Singapore Companies Act, the SFA, SFR or any statutory modification thereto, as the case may be.
Any reference in this Offer Document and the Application Forms to Shares being allotted to you includes allotment to CDP for your account.
Any reference to a time of day in this Offer Document and the Application Forms is a reference to Singapore time unless otherwise stated.
Any reference in this Offer Document to “we”, “our”, “us” or their other grammatical variations is a reference to our Company, or our Group, or any member of our Group, as the context requires.
Unless indicated otherwise, all information in this Offer Document assumes that the Old Options, the Tmura Warrant and the 2014 Compensation Warrants have not been exercised.
Unless indicated otherwise, all information in this Offer Document is presented on the basis of our Group.
DEFINITIONS
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To facilitate a better understanding of the business of our Group, the following glossary provides
a description (which should not be treated as being definitive of their meanings) of some of the
technical terms and abbreviations commonly used in our industry and business. The terms and
abbreviations and their assigned meanings may not correspond to standard industry or common
meanings or usage of these terms.
“Aquaculture” : The rearing of aquatic animals or the cultivation of aquatic
plants
“Bariatric” : The branch of medicine that deals with the causes, prevention
and treatment of obesity
“Hydrophilic Polymer” : A polymer which dissolves in, or is swollen by, water
“Idiopathic” : Any disease or condition that arises spontaneously or for
which the cause is unknown
“Intubation” : The insertion of a cannula or tube into a hollow body organ
“Laparoscopic Surgery” : Surgery conducted through small holes, usually in the
abdominal region, with the aid of a camera
“Scoliosis” : A medical condition in which a person’s spine is curved from
side to side
“Trocar” : A surgical instrument fitted with a tube that functions as a
portal for Laparoscopic Surgery
GLOSSARY OF TECHNICAL TERMS
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All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by us or our Directors, Executive Officers or employees acting on
our behalf, that are not statements of historical fact, constitute “forward-looking statements”. You
can identify some of these forward-looking statements by terms such as “expects”, “believes”,
“plans”, “intends”, “estimates”, “anticipates”, “may”, “will”, “would” and “could” or similar words.
However, you should note that these words or phrases are not the exclusive means of identifying
forward-looking statements. All statements regarding our expected financial position, business
strategies, plans and prospects are forward-looking statements.
These forward-looking statements, including without limitation, statements as to:
(a) our revenue and profitability;
(b) trends in demand and costs;
(c) expected industry prospects and trends;
(d) planned strategy and anticipated expansion plans; and
(e) any 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, inter alia , the following:
(i) our dependency on the realisation of our investments in our portfolio companies for our
operating cash flow;
judgement and such valuations are highly susceptible to frequent fluctuations;
(iii) the value of our portfolio may be dependent on a small number of portfolio companies;
(iv) the risk that our incubator franchises for Trendlines Medical and/or Trendlines Agtech will not
be renewed or that the renewed incubator franchises for Trendlines Medical and/or
Trendlines Agtech will be terminated;
(v) cutbacks (if any) in the OCS budget may negatively impact the availability of government
funding for our Subsidiaries and our portfolio companies;
(vi) changes in political, social and economic conditions, the regulatory environment, laws and
regulations and interpretation thereof in the jurisdictions where we conduct business or
expect to conduct business;
(vii) foreign exchange risks and interest rate fluctuations;
(viii) the risk that we may be unable to realise our anticipated growth strategies and expectedinternal growth;
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT
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((ix) changes in competitive conditions and our ability to compete under such conditions;
(x) dependency on key personnel;
(xi) changes in our future capital needs and the availability of financing and capital to fund such
needs; and
(xii) other factors beyond our control.
Some of these risk factors are discussed in greater detail in this Offer Document, in particular, but
not limited to, the discussions under the sections entitled “Risk Factors” and “Management
Discussion and Analysis of Results of Operations and Financial Position” of this Offer Document.
All forward-looking statements by or attributable to us, or persons acting on our behalf, contained
in this Offer Document are expressly qualified in their entirety by such factors. These forward-
looking statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offer Document, undue reliance must not be placed on these
statements. Neither our Company, the Sponsor, Issue Manager and Placement Agent nor any
other person represents or warrants that our Group’s actual future results, performance or
achievements will be as discussed in those statements.
Our actual future results may differ materially from those anticipated in these forward-looking
statements as a result of the risks faced by us. We and the Sponsor, Issue Manager and
Placement Agent disclaim any responsibility to update any of those forward-looking statements or
publicly announce any revisions to those forward-looking statements to reflect future
developments, events or circumstances, even if new information becomes available or other
events occur in the future. We are, however, subject to the provisions of the SFA and the Catalist
Rules regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the
Offer Document is registered by the SGX-ST, acting as agent on behalf of the Authority, but before
the close of the Placement, we become aware of:
(a) a false or misleading statement or matter in the Offer Document;
(b) an omission from the Offer Document of any information that should have been included in
it under Section 243 of the SFA; or
(c) a new circumstance that (i) has arisen since the Offer Document was lodged with the SGX-ST, acting as agent on behalf of the Authority; and (ii) would have been required by
Section 243 of the SFA to be included in the Offer Document, if it had arisen before the Offer
Document was lodged,
and that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT
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Information in this Offer Document in relation to our portfolio investments is derived from the
actual knowledge and belief of our Company’s management based on our relationship with our
portfolio companies. While we believe that such information is accurate, none of our portfolio
companies, or any of their officers or directors, has represented or warranted to us or to the
investors in the Placement that the information relating to our respective portfolio companies
contained herein is accurate and complete.
We have obtained data and information in respect of the high-tech industry in Israel from the
Market Research Report provided by the Market Researcher. The Market Researcher has advised
that the data and the information contained herein is drawn from our Company’s information,
primary and secondary data, estimates and forecasts and other trade, statistical sources and
other sources. The Market Researcher does not hold any kind of rights to the sources that appear
in the references that are set out in the Market Research Report. The Market Research Report
includes certain statements provided by our Company with respect to the high-tech industry. Such
statements are based on estimates and assumptions of our Company that are subject to significant economic competitive uncertainties beyond the control of our Company. In connection
therewith, the Market Researcher has advised that: (i) certain information specified in the Market
Research Report was derived from estimates and subjective judgements; (ii) the information in the
Market Research Report may differ from any other public information; (iii) whilst the Market
Researcher has taken reasonable care in the compilation of the information and data and believes
it to be accurate and correct, data compilation is subject to limited audit and validation procedures
and may accordingly contain errors; (iv) the Market Researcher, its agents, officers and
employees do not accept liability (save for statutory liabilities under Sections 253 and 254 of the
SFA) for any loss suffered in consequence of reliance on such information or in any other manner;
and (v) the provision of these data does not obviate the need to make appropriate further
enquiries. In addition, the Market Researcher makes no representation or warranty with respectto the statements and there can be no assurance that the future results can be realised or that
actual results will not be materially different from those projected.
While the Market Researcher has provided its consent to the inclusion of its name and all
references thereto and the Market Research Report in the form and context in which they are
included in this Offer Document, the Market Researcher has not provided its consent to the
inclusion of the information extracted from the Market Research Report as set out in the sections
entitled “Prospects, Business Strategies and Future Plans – Industry Overview” and “Prospects,
Business Strategies and Future Plans – Prospects” of this Offer Document, and is therefore not
liable for such information under Sections 253 and 254 of the SFA. While we and the Sponsor,
Issue Manager and Placement Agent have taken reasonable steps to ensure that the information
from the Market Research Report is reproduced in its proper form and context, and that the information is extracted accurately and fairly from the Market Research Report, none of us and the
Sponsor, Issue Manager and Placement Agent or any of our/their respective affiliates or advisors
have conducted an independent review of the information contained in the Market Research
Report or verified the accuracy or completeness of such information. Please refer to the section
entitled “Appendix G – Market Research Report” of this Offer Document for the full text of the
Market Research Report.
This Offer Document also includes market data, industry data and forecasts that have been
obtained from surveys, reports and studies, where appropriate, as well as market research,
publicly available information and industry publications. Such surveys, reports, studies, market
INFORMATION ON OUR PORTFOLIO COMPANIES AND
MARKET AND INDUSTRY INFORMATION
research, publicly available information and industry publications generally state that the
information that they contain has been obtained from sources believed to be reliable but there can
be no assurance as to the accuracy or completeness of such included information.
While we believe that the information on our portfolio companies, the Market Research Report,
surveys, reports, studies, market research, publicly available information and industry
publications are reliable, we cannot ensure the accuracy of the information or data, and neither
our Group nor the Sponsor, Issue Manager and Placement Agent nor any of our/their respective
affiliates or advisors have independently verified such information and data and make no
representation regarding the accuracy and completeness of such data and information. Investors
should note the restrictions in respect of the information on our portfolio companies, the Market
Research Report, surveys, reports, studies, market research, publicly available information and
industry publications. You should also be aware that since the date of this Offer Document (or any
date as otherwise indicated) there may have been changes to the information on our portfolio
companies, the Market Research Report, surveys, reports, studies, market research, publicly available information and industry publications which could affect the accuracy or completeness
of such data and information in this Offer Document.
INFORMATION ON OUR PORTFOLIO COMPANIES AND
MARKET AND INDUSTRY INFORMATION
Singapore
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase our Placement Shares in any jurisdiction in which such offer, solicitation or invitation is
unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation
or invitation. No action has been or will be taken under the requirements of the legislation or
regulations of, or of the legal or regulatory requirements of any jurisdiction, except for the
lodgement and/or registration of this Offer Document in Singapore in order to permit an offering
of our Placement Shares and the distribution of this Offer Document in Singapore. The distribution
of this Offer Document and the offering of our Placement 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 us and the Sponsor, Issue Manager and Placement Agent to
inform themselves about, and to observe and comply with, any such restrictions at their own
expense and without liability to us and the Sponsor, Issue Manager 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.
Israel
This Offer Document does not constitute a prospectus under the Israeli Securities Law and has
not been filed with or approved by the ISA. The ISA has not reviewed, passed on, made any
finding or determination as to this Offer Document, the merits of the purchase of our Shares, an
investment in our Company or otherwise in connection with the Placement, nor has the ISA made
any recommendation or endorsement with respect to the Placement Shares or the offering
thereof. To the extent that the offer of the Placement Shares is made in the State of Israel, the offer
is only addressed to and the Placement Shares may be sold only to persons who qualify as one
(1) of the types of investors listed in the First Addendum to the Israeli Securities Law (the
“Addendum”) which include joint investment in trust funds, provident funds, insurance
companies, banks (purchasing for their own account or for the accounts of their clients who are
investors listed in the Addendum), portfolio managers (purchasing for their own account or for the
accounts of their clients who are investors listed in the Addendum), investment advisors
(purchasing for their own account), members of the TASE (purchasing for their own account or for
the accounts of their clients who are investors listed in the Addendum), underwriters (purchasing
for their own account), venture capital funds, corporate entities wholly owned by investors listed
in the Addendum, corporations with equity in excess of NIS 50 million and “qualified individuals”
(purchasing for their own account), each as defined in the Addendum (as it may be amended from
time to time), collectively referred to as qualified investors. Qualified investors may be required to
submit a written confirmation that they fall within the scope of the Addendum, before making any purchase of the Placement Shares.
SELLING RESTRICTIONS
LISTING ON CATALIST
A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as
agent on behalf of the Authority. The registration of this Offer Document by the SGX-ST, acting as
agent on behalf of the Authority, does not imply that the SFA, the Catalist Rules or any other legal
or regulatory requirements, have been complied with. The SGX-ST, acting as agent on behalf of
the Authority, has not, in any way, considered the merits of the Placement Shares (including the
Cornerstone Shares) for investment. We have not lodged this Offer Document in any other
jurisdiction.
An application has been made to the SGX-ST for permission to deal in, and for the listing and
quotation of, all our Shares already issued (including the Pre-IPO New Shares, the RCL
Converted Shares and the PPCF Shares), the Placement Shares (including the Cornerstone
Shares) which are the subject of the Placement, the Debenture Conversion Shares, the
Misgav/Karmiel Consideration Shares, the Agtech Employee Consideration Shares, the
Octagon/GMP Securities Compensation Shares, the Tmura Shares and the Option Shares onCatalist. Such permission will be granted when we have been admitted to the Official List of
Catalist. Our acceptance of applications will be conditional upon, inter alia , the issue of the
Placement Shares (including the Cornerstone Shares) and upon permission being granted by the
SGX-ST for the listing and quotation of, all of our existing issued Shares (including the Pre-IPO
New Shares, the RCL Converted Shares and the PPCF Shares), the Placement Shares (including
the Cornerstone Shares), the Debenture Conversion Shares, the Misgav/Karmiel Consideration
Shares, the Agtech Employee Consideration Shares, the Octagon/GMP Securities Compensation
Shares, the Tmura Shares and the Option Shares on Catalist. If the admission, listing and trading
of our Shares do not occur or the said permission is not granted for any reason, monies paid in
respect of any application accepted will be returned, without interest or any share of revenue or
other benefit arising therefrom and at the applicant’s own risk, and the applicant will not have any
claim whatsoever against us and the Sponsor, Issue Manager and Placement Agent.
No Shares will 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.
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).
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 to Catalist but relies on the Sponsor to confirm that our Company is suitable to be
listed and complies with the Catalist Rules. Neither the Authority nor the SGX-ST has, in any way,
considered the merits of the Placement Shares (including the Cornerstone Shares) being offered
for investment.
Admission to the Official List of Catalist is not to be taken as an indication of the merits of the
Placement, our Company, our Subsidiaries, our Associated Companies, all our Shares already
issued (including the Pre-IPO New Shares, the RCL Converted Shares and the PPCF Shares), the
Placement Shares (including the Cornerstone Shares) which are the subject of the Placement, the
DETAILS OF THE PLACEMENT
the Option Shares.
We are subject to the provisions of the SFA and the Catalist Rules regarding corporate disclosure.
In particular, if after the registration of this Offer Document, but before the close of the Placement,
we become aware of:
(a) a false or misleading statement or matter in the Offer Document;
(b) an omission from the Offer Document of any information that should have been included in
it under Section 243 of the SFA or under the Catalist Rules; or
(c) a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority, and which would have been required by Section
243 of the SFA and the Catalist Rules to be included in the Offer Document if it had arisenbefore this Offer Document was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
In the event that a supplementary or replacement offer document is lodged with the SGX-ST,
acting as agent on behalf of the Authority, the Placement shall be kept open for at least 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 Placement Shares and:
(a) where the Placement Shares have not been issued to the applicants, our Company shall
either:
(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement offer document, give applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to withdraw their applications; and (B) take all reasonable steps to make available
within a reasonable period the supplementary or replacement offer document, as the
case may be, to applicants who have indicated that they wish to obtain, or 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 applicants the supplementary or replacement offer document, as
the case may be, and provide applicants with an option to withdraw their applications;
or
(iii) (A) treat the applications as withdrawn and cancelled, in which case the applications
shall be deemed to have been withdrawn and cancelled; and (B) we shall return all
monies paid in respect of any application, without interest or any share of revenue or
other benefit arising therefrom and at the applicants’ own risk; or
DETAILS OF THE PLACEMENT
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(b) where the Placement Shares have been issued to the applicants, our Company shall either:
(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement offer document, give applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to return to us the Placement Shares which they do not wish to retain title in; and (B)
take all reasonable steps to make available within a reasonable period the
supplementary or replacement offer document, as the case may be, to applicants who
have indicated that they wish to obtain, or have arranged to receive, a copy of the
supplementary or replacement offer document; or
(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
Placement Shares, which they do not wish to retain title in.
Any applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his
application shall, within 14 days from the date of lodgement of the supplementary or replacement
offer document, notify us of this, whereupon we shall, within seven (7) days from the receipt of
such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and he will not have any claim against us and the
Sponsor, Issue Manager and Placement Agent.
An applicant who wishes to exercise his option under paragraph (b)(i) or (b)(ii) to return the
Placement Shares issued to him shall, within 14 days from the date of lodgement of the
supplementary or replacement offer document, notify us of this and return all documents, if any,
purporting to be evidence of title to those Placement Shares to us, whereupon we shall, within
seven (7) days from the receipt of such notification and documents, if any, pay to him all monies
paid by him to us for those Placement Shares, without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and he will not have any claim against us and the
Sponsor, Issue Manager and Placement Agent, provided however, that such monies shall be
returned to the applicant subject to and against the return or transfer of the Placement Shares
within such 14 day period free from and clear of any liens, pledges, encumbrances or other third
party rights to our Company or in accordance with the instructions set out in the notice (as referred
to in paragraph b(i)), or the supplementary or replacement offer document, as the case may be,
and our Company shall, at our discretion, act with respect to and dispose of the Placement
Shares, in such manner as may be permitted by the applicable laws.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order
(the “Stop Order”) to our Company, directing that no Shares or no further Shares to which this
Offer Document relates, be allotted or issued. Such circumstances will include a situation where
this Offer Document (i) contains any statement or matter which, in the Authority’s opinion, is false
or misleading, (ii) omits any information that should have been included in it under the SFA, or (iii)
does not, in the Authority’s opinion, comply with the requirements of the SFA, or (iv) the Authority
is of the opinion that it is in the public interest to do so.
DETAILS OF THE PLACEMENT
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In the event that the Authority issues a Stop Order and applications to subscribe for the Placement
Shares have been made prior to the Stop Order, then:
(a) where the Placement Shares have not been issued to the applicants, the applications for the
Placement Shares shall be deemed to have been withdrawn and cancelled and our Company
shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the
applicants have paid on account of their application for the Placement Shares; or
(b) where the Placement Shares have been issued to the applicants, our Company shall, within
14 days from the date of the Stop Order, pay to the applicants all monies paid by them to us
for the Placement Shares.
Such monies paid in respect of an application will be returned to the applicants at their own risk,
without interest or any share of revenue or other benefit arising therefrom, and they will not have
any claims against our Company and the Sponsor, Issue Manager and Placement Agent, provided
however, that such monies shall be returned to the applicant subject to and against the return or transfer of the Placement Shares within such 14 day period free from and clear of any liens,
pledges, encumbrances or other third party rights to our Company or in accordance with our
Company’s instructions in relation to the returns of such monies or return or transfer of the
Placement Shares, and our Company shall, at our discretion, act with respect to and dispose of
the Placement Shares, in such manner as may be permitted by the applicable laws.
This Offer Document has been seen and approved by our Directors and they individually and
collectively 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
Placement, our Company and our Subsidiaries, 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 these
sources and/or reproduced in this Offer Document in its proper form and context.
Neither our Company, the Sponsor, Issue Manager and Placement Agent nor any other parties
involved in the Placement is making any representation to any person regarding the legality of an
inves
(Registered by the Singapore Exchange Securies Trading Limited (the “SGX-ST”), acng as agent on behalf of the Monetary Authority of Singapore (the “Authority”) on 16 November 2015)
This oer is made in or accompanied by an oer document (the “Oer Document”) that has been registered by the SGX-ST, acng as agent on behalf of the Authority on 16 November 2015. The registraon of this Oer Document by the SGX-ST, acng as agent on behalf of the Authority does not imply that the Securies and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirements under the SGX-ST’s lisng rules, have been complied with.
This document is important. If you are in any doubt as to the acon you should take, you should consult your legal, nancial, tax or other professional adviser(s).
In connecon with the Placement, B. BRAUN Melsungen AG (the “Cornerstone Investor”) has entered
into a cornerstone subscripon agreement with the Company to subscribe for 21,515,000 new Shares (“Cornerstone Shares”) at the Placement Price (as dened herein), condional upon, inter alia , (i) the
registraon of the Oer Document by the SGX-ST, acng as agent on behalf of the Authority; (ii) the entering into the Placement Agreement (as dened herein) and such Placement Agreement having become uncondional (in accordance with its terms or as subsequently waived or varied by agreement of the pares) by no later than the me and date as specied or as subsequently waived or varied by agreement of the pares; and (iii) the Placement Agreement not having been terminated or lapsed in accordance with the terms therein. The Cornerstone Subscripon (as dened herein) is condional upon the Placement. The Placement is, however, not condional on the compleon of the Cornerstone Subscripon.
PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor”) has made an applicaon to the SGX-ST for permission to deal in, and for quotaon of, all the ordinary shares (“Shares”) in the capital of The Trendlines Group Ltd. (“Company”) that are already issued (including the Pre-IPO New Shares (as dened herein), the RCL Converted Shares (as dened herein) and the PPCF Shares (as dened herein)), the new Shares which are the subject of this Placement (“Placement Shares”) (including the Cornerstone Shares), the Debenture Conversion Shares (as dened herein), the Misgav/Karmiel Consideraon Shares (as dened herein), the Agtech Employee Consideraon Shares (as dened herein), the Octagon/GMP Securies Compensaon
Shares (as dened herein), the Tmura Shares (as dened herein) and the Opon Shares (as dened herein)on Catalist (as dened herein). Acceptance of applicaons will be condional upon, inter alia , issue of the Placement Shares (including the Cornerstone Shares) and permission being granted by the SGX-ST for the lisng and quotaon of all our exisng issued Shares (including the Pre-IPO New Shares, the RCL Converted Shares and the PPCF Shares), the Placement Shares (including the Cornerstone Shares), the Debenture Conversion Shares, the Misgav/Karmiel Consideraon Shares, the Agtech Employee Consideraon Shares, the Octagon/GMP Securies Compensaon Shares, the Tmura Shares and the Opon Shares on Catalist. Monies paid in respect of any applicaon accepted will be returned if the admission and lisng do not proceed. The dealing in and quotaon of the Shares will be in Singapore dollars.
Each of the Misgav/Karmiel Shareholders (as dened herein) has entered into separate put/call opon agreements with our Company, Technology Incubator Misgav/Karmiel, Management Services Ltd. (“Misgav/Karmiel”) and Trendlines Medical-Misgav Ltd. (“Trendlines Medical”) in 2007, pursuant to which the Misgav/Karmiel Shareholders granted Trendlines Medical a call opon (“Misgav/Karmiel Call Opon”)
to purchase the shares in Misgav/Karmiel held by the Misgav/Karmiel Shareholders in exchange for the Misgav/Karmiel Consideraon Shares. Under the terms and condions of these put/call opon agreements, compleon of the Misgav/Karmiel Call Opon is condional upon the compleon of the Placement and will take place immediately prior to or contemporaneously with the compleon of the Placement. The Placement is, however, not condional on the compleon of the Misgav/Karmiel Call Opon. Trendlines Medical intends to exercise the Misgav/Karmiel Call Opon prior to the compleon of the Placement. It should be noted that certain informaon contained in this Oer Document assumes that the exercise of the Misgav/Karmiel Call Opon has been completed.
Certain Debenture Holders (as dened herein) have elected (or were deemed to have elected) the Holding Opon (as dened herein). Pursuant to the Debenture Cercates (as dened herein), the Placement (as dened herein) will constute an IPO and the principal amount of outstanding Debentures (as dened herein) and outstanding accrued interest will automacally convert into Shares upon the compleon of an IPO. The Placement is, however, not condional upon such conversion. To this end, the principal amount of outstanding Debentures and outstanding accrued interest thereon of the Debenture Holders who elected (or were deemed to have elected) the Holding Opon will be automacally converted into Debenture Conversion Shares (as dened herein), prior to or contemporaneously with the compleon of the Placement.
Pursuant to the Agtech Employee Share Exchange Agreement (as dened herein), subject to the sasfacon of the Agtech Employee Condions Precedent (as dened herein), the Company intends to purchase all the Remaining Agtech Shares (as dened herein) held by the Trustee (as dened herein) in exchange for the Agtech Employee Consideraon Shares, credited as fully paid-up (“Agtech Employee Acquision”). As at the date of this Oer Document, the Agtech Employee Condions Precedent have not been sased. The Company, Trendlines Agtech and the Trustee intend to complete the Agtech Employee Acquision upon the sasfacon of the Agtech Employee Condions Precedent. Assuming that the Agtech Employee Condions Precedent (including the Agtech Employee IPO Condion (as dened herein)) are sased prior to the compleon of the Placement, the Company, Trendlines Agtech and the Trustee will proceed to complete the Agtech Employee Acquision, pursuant to which the allotment and issuance of the Agtech Employee Consideraon Shares will take place immediately
prior to or contemporaneously with the compleon of the Placement. The Placement is, however, not condional on the compleon of the Agtech Employee Acquision. It should be noted that certain informaon contained in this Oer Document assumes that the Agtech Employee Acquision has been completed.
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 parcular, companies may list on Catalist without a track record of protability 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 invesng in such companies and should make the decision to invest only aer careful consideraon and, if appropriate, consultaon with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents of this Oer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Oer Document, including the correctness of any of the statements or opinions made or reports contained in this Oer Document. The SGX-ST does not normally review the applicaon for admission to Catalist but relies on the Sponsor conrming that the Company is suitable to be listed and complies with the Catalist Rules (as dened herein). Neither the Authority nor the SGX-ST has in any way considered the merits of the Shares or units of Shares being oered for investment.
We have not lodged this Oer Document in any other jurisdicon. Invesng in the Shares involves risks which are described in the secon entled “RISK FACTORS” of this Oer Document.
Aer the expiraon of six (6) months from the date of registraon of this Oer Document, no person shall make an oer of Shares, or allot, issue or sell any of the Shares, on the basis of this Oer Document; and no ocer or equivalent person or promoter of the Company will authorise or permit the oer of any of the Shares or the allotment, issue or sale of any of the Shares, on the basis of this Oer Document.
THE TRENDLINES GROUP LTD. (Company Registraon No.: 513970947) (Incorporated in Israel on 1 May 2007)
Sponsor, Issue Manager and Placement Agent
PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. (Company Registraon No.: 200207389D) (Incorporated in the Republic of Singapore)
Creang & Developing Companies To Improve the Human Condion
Placement of 75,760,000 Placement Shares (including 21,515,000 Cornerstone Shares) at S$0.33 for each Placement Share, payable in full on applicaon
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• Creates and develops medical and agricultural technology companies with a view towards a successful exit in the marketplace
• Exits may include among others, sales such as merger and acquisition transactions or listing on public stock exchanges
• Operates principally through two (2) technology incubatorsand an internal innovation centre
About The Trendlines Group Ltd.
Invests Early
• Review 450 to 500 opportunities annually
• Trendlines Labs inventions • Seed-stage low valuations
Incubates
• Israeli government-franchised incubators, Trendlines Medical and Trendlines Agtech
• Technology and business development
• Marketing, legal, accounting, operations
Supports to Exit
• 30+ member team: technology and business development, R&D, marketing, finance
• Intense involvement • Exceptional management • Medical and agritech experts • Global network • Access to capital • Negotiations and closing
Trendlines’ Active Engagement: Investment, Incubation, Support Business Process
Israeli Government-
in the fields of medical and agricultural technologies
Internal Innovation Centre
Cornerstone Investor/Potential Strategic Partner
B. BRAUN • Conditional investment of up to S$7.1 million to subscribe for 21,515,000 Cornerstone Shares
• German privately held company founded in 1839 with 54,000 employees worldwide and global sales of €5.43 billion
• Entered non-legally binding memorandum of understanding for the purposes of–
(i) Establishing mutual deal flow;
(ii) Identifying potential new investments;
(iii) Cooperating in the establishment of accelerators and incubators in selected markets worldwide; and
Extensive network of relationships
• Generate quality deal flow as well as undertake fund raising activities
Physical facilities and intensive support provided to portfolio companies
• High support-level allows portfolio companies to focus on developing their technology, product and market, thereby reducing risk and increasing the chances of success
Strong management team and track record
• A team that understands global markets and possesses the ability to bridge cultures to build businesses • A strong track record to develop and execute exit strategies for portfolio companies
Effective use of funds
• Portfolio companies are located in Trendlines’ facilities and are extensively supported by its staff for at least their first two (2) to three (3) years of incubation
• Leverage portfolio investments with R&D grants from the Israeli government through the Technological Incubators Programme
Strong reputation and brand
• Trendlines Medical has twice been named the best incubator in Israel by the Office of the Chief Scientist (“OCS”) • Five (5) of portfolio companies have been named the best start-ups of the year by the OCS • Built a reputation as being one (1) of the best incubator organisations in Israel
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• Established and incubated 60 companies since September 2007
• Work to establish between eight (8) to ten (10) new portfolio companies each year
• 17 portfolio companies at commercialisation stage and generating revenues
• Five (5) portfolio companies acquired by or sold their assets to multinational corporations, including four (4) since August 2013
• Two (2) portfolio companies, FlowSense Ltd. and E.T.View Ltd. completed public listing transactions by way of reverse mergers with public listed companies on the Tel-Aviv Stock Exchange
$25 Million
Outstanding Start-Up of the Year Awards** 45
(US$000) FY2013 FY2014 HY2015
FY2012 FY2013 FY2014 HY2015
Income (Loss) before Income Taxes 8,610 22,909 (2,855) 5,329
*Includes market value of assets carried at equity value **Primarily due to grant of options and listing related expenses
Basic earning per share (US$) 0.17 0.43 (0.07) 0.09
(US$000) As at 31 December 2014 As at 30 June 2015
Total Non-current Assets 77,306 82,756
Total Current Assets 4,392 15,103
Total Assets 81,698 97,859
2011 PolyTouch
Ltd. Trade sale of company, which was three (3) years old at me of sale
Covidien 6.7X
2013 Innolap
Surgical Ltd.
Trade sale of company, which was eight (8) months old at me of sale
Teleex 3.2X
2013 FlowSense
Medical Ltd. Trade sale of company, which was four (4) years old at me of sale
Baxter Internaonal 4.0X
2014 Inspiro
Medical Ltd. Trade sale of company, which was four (4) years old at me of sale
OPKO Health 8.8X
2014 Most Valuable
Porolio Company(2)
Asset sale, company was ve (5) years old at me of sale
Undisclosed(2) 66.9X(3)
Notes:
1) Estimated return represents the multiples on the exit proceeds to the investment (net of OCS funding) in the exited company, which comprises (i) initial cash investment; (ii) additional investments through estimated value of the provision of services; and/or (iii) estimated overhead expenses incurred in supporting the exited company.
Exit Transactions
ApiFix Ltd. 2011 29.42
IonMed Ltd. 2009 28.80
MediValve Ltd. 2010 31.66
NeuroQuest Ltd. 2008 32.24
Smax G.I. Ltd. 2009 27.17
S.T.S Medical Ltd. 2013 35.37
Total estimated fair market value of our ten (10) most valuable portfolio companies: approximately US$59.5 million, representing 69.3% of total portfolio value of approximately US$84.7 million*
Top 10 Portfolio Companies
ApiFix Ltd.
Eden Shield Ltd.
Advanced Mem-Tech Ltd.
Selected Portfolio Companies
* Awarded to Trendlines Medical by Israel’s Office of the Chief Scientist (“OCS”) ** Awarded to the portfolio companies by the OCS *** Excluding Pre-IPO investment of US$10.0 million **** As at 19 October 2015 (“LPD”)
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• Ageing global population
• Growth of emerging markets is expected to lead to an increase in health awareness and demand for sophisticated medical devices
• Increase in regulatory oversight is expected to trigger more merger and acquisition opportunities
Agricultural Technologies
• Increasing global demand for food
• Environmental challenges are expected to lead to an increase in demand for innovative and sustainable agricultural technologies and production methods to overcome such limitations and protect the environment
• Innovations in complementary felds such as the mobile, IT and energy spaces have potential to make a huge impact in the field of agritech as more innovations and inventors are expected to tap on such innovations in complementary fields to develop new and/or enhance existing agricultural and food technologies
Government funding leverages our capital
Israeli government new company grant: NIS 2.125 million (~US$557,000)*
Trendlines’ cash investment: NIS 375,000 (~US$98,000) per company
Trendlines’ in-kind investment: An additional average of ~US$450,000 per company over a two (2)-year period
* Trendlines has received the OCS letter renewing Trendlines Medical’s franchise for an additional franchise period to commence no later than 1 March 2016, subject to Trendlines Medical satisfying the conditions required for the renewal of the franchise. The approved budget to invest in a medical device company by Trendlines Medical under the new franchise as a peripheral incubator is expected to be approximately US$116,600 (or NIS 450,000) matched with R&D grants from the Israeli government in the amount of approximately US$668,400 (or NIS 2,550,000).
Mitigating Risk Through Government Leverage
• Follow-on investments in portfolio companies
• Expansion of our operations into new markets
• Expansion of Trendlines Labs
• Operational expenses to support potential increase in the number of portfolio companies
Prospects+ Business Strategies and Future Plans
Investment
Approach
Low Capital Requirements
Trendlines’ Investments
+ Source: The market research report entitled “Israel’s High-Tech Industry Overview – Final Report – October 2015” prepared by Ernst & Young (Israel) Ltd.
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CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT . . . . . . . . . . . . . . . . . . . . 23
INFORMATION ON OUR PORTFOLIO COMPANIES AND MARKET AND INDUSTRY
INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5
LISTING ON CATALIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
OUR BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
OUR COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
OUR CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
EXCHANGE RATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4
THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 6
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8
RISKS RELATING TO OUR LOCATION IN ISRAEL . . . . . . . . . . . . . . . . . . . . . . . . . . 60
RISKS RELATING TO AN INVESTMENT IN OUR SHARES . . . . . . . . . . . . . . . . . . . . 63
ISSUE STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1
SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3
PRE-IPO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
TABLE OF CONTENTS
MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 26
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
FOREIGN EXCHANGE MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
OUR MAJOR CUSTOMERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . 226
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226
TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229
ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . 237
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE
INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237
DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 53
DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253
EMPLOYMENT AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271
INDEMNIFICATION AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275
OLD OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 94
TAKE-OVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310
ATTENDANCE AT GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 17
TABLE OF CONTENTS
GENERAL AND STATUTORY I NFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 28
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . 328
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334
MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 337
CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339
DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340
APPENDIX A – INDEPENDENT AUDITORS’ REPORT AND AUDITED CONSOLIDATED
FINANCIAL STATEMENTS OF THE T RENDL INES GROUP LTD. AND ITS
SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED DECEMBER 31, 2014, 2013 AND
2012 AND FOR THE INTERIM FINANCIAL PERIOD FROM JANUARY 1, 2015 TO JUNE 30, 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
APPENDIX B – COMPARISON BETWEEN SINGAPORE COMPANIES LAW AND
ISRAELI COMPANIES LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B -1
APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF ISRAELI COMPANIES
LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
APPENDIX D – SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION . . . . . D-1
APPENDIX E – OUR ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . E -1
APPENDIX F – COMPARISON BETWEEN OUR ARTICLES OF ASSOCIATION AND
APPENDIX 4C OF THE CATALIST RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F -1
APPENDIX G – MARKET RESEARCH REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G -1
APPENDIX H – RULES OF THE OLD OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . H -1
APPENDIX I – RULES OF THE TRENDLINES 2015 SHARE OPTION PLAN . . . . . . . . . I-1
APPENDIX J – RULES OF THE SUB-PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J -1
APPENDIX K – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND
ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . K-1
BOARD OF DIRECTORS : Todd Dollinger (Chairman and Chief Executive Officer)
Steve Rhodes (Chairman and Chief Executive Officer)
Zeev Bronfeld (Non-executive Director)
JOINT COMPANY
Yosef Ron (B.Sc)
Misgav Industrial Park
50 Raffles Place
16 Collyer Quay
Brosh Building
3 Aminadav Street
Tel-Aviv 6706703, Israel
PRINCIPAL BANKER AND
Singapore Branch
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In this Offer Document and the accompanying Application Forms, unless the context otherwise
requires, the following definitions apply throughout where the context so admits:
Companies within our Group
“Company” or “Trendlines” : The Trendl ines Group Ltd. The terms “we”, “our”, “our
Company” or “us” have correlative meanings
“Group” : Our Company and our Subsidiaries, namely, Trendlines
Medical, Trendlines Agtech and Misgav/Karmiel
“Misgav/Karmiel” : Technology Incubator Misgav/Karmiel, Management Services
Ltd.
“Subsidiaries” : Trendlines Medical, Trendlines Agtech and Misgav/Karmiel
and “Subsidiary” means any of them, as the case may be
“Trendlines Agtech” : Trendlines Agtech – Mofet Ltd.
“Trendlines Medical” : Trendlines Medical – Misgav Ltd.
Other Companies, Organisations and Agencies
“AMEX” : American Stock Exchange (now known as NYSE Amex
Equities)
“B. BRAUN” or
“CLAL Finance” : CLAL Finance Underwriting Ltd
“CPF” : The Central Provident Fund
“E.T.View” : E.T.View Ltd., a wholly owned principal operating subsidiary
of E.T.View Medical
“ISA” : Israel Securities Authority
“Maryland GP” : Maryland/Israel Trendlines Fund GP LLC
“OCS” : Office of the Chief Scientist of the Israeli Ministry of Economy
(formerly, the Ministry of Industry, Trade and Labour)
“SGX-ST” or “Exchange” : Singapore Exchange Securities Trading Limited
“Share Registrar” : Boardroom Corporate & Advisory Services Pte. Ltd.
“TASE” : Tel-Aviv Stock Exchange
“Trendlines Capital
“Trendlines Venture
: Trendlines Venture Management Ltd.
“Trendlines-named Entities” : Trendli nes Capital Mar ket s and Tr endlines Venture
Management
“Trustee” : Meitav Dash Benefits Ltd. which holds shares for three (3)
former employees of Trendlines Agtech, including Yosef Ron
General
“2014 Compensation Warrants”
: The April 2014 Compensation Warrants and the October 2014 Compensation Warrants
“2014-2015 Private
Investors in consideration for US$2,125,602
DEFINITIONS
8
Ltd.) who were allotted and issued an aggregate of 1,417,069
Shares (prior to adjustments in connection with the allotment
and issuance of the Bonus Shar es) , represent ing
approximately 2.2% of the post-Final Issuance share capital
of our Company, pursuant to the 2014-2015 Private
Placement
the 67,868 issued shares in the capital of Trendlines Agtech
held by them pursuant to the Agtech Minority Shareholders
Share Exchange Agreement, details of which are described in
the section entitled “Restructuring Exercise” of this Offer
Document
: The conditions precedent as set out in the Agtech Employee
Share Exchange Agreement, details of which are described in
the section entitled “Restructuring Exercise” of this Offer
Document
“Agtech Employee
Consideration Shares”
: The 2,623,088 new Shares to be allotted and issued to the
Trustee (on behalf of each of the three (3) former employees
of Trendlines Agtech, including Yosef Ron) in exchange for the
12,290 shares in the capital of Trendlines Agtech held by itpursuant to t he Agtech Employee Share Exchange
Agreement, details of which are described in the section
entitled “Restructuring Exercise” of this Offer Document
“Agtech Employee IPO
: The consummation of an initial public offering of our Shares
pursuant to an effective registration statement under the
Israeli Securities Law 5728-1968, as amended, or any
equivalent law of any other jurisdiction within 12 months from
the date of the Agtech Employee Share Exchange Agreement
“Agtech Employee Share Exchange Agreement”
: The share exchange agreement dated 22 June 2015 entered into between our Company, Trendlines Agtech and the Trustee
(on behalf of each of the three (3) former employees of
Trendlines Agtech, including Yosef Ron)
“Agtech Minority
(excluding the Trustee) prior to the allotment and issuance of
the Agtech Consideration Shares
Minority Shareholders
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“Amendment No. 1” : Amendment No. 1 to the Debenture Certificates dated 25 May
2015
“Application Forms” : The printed application forms to be used for the purpose of the Placement and which form part of this Offer Document
“Application List” : The list of applications for the subscription of the Placement
Shares
Securities L.P., details of which are described in the section
entitled “Share Capital” of this Offer Document
“Articles” or “Articles of
modified and/or restated from time to time
“Associate” : (a) In relat ion to any director, chief executive off icer,
substantial shareholder or controlling shareholder (being
an individual) means:
( ii ) the trustees, acting in their capacity as such
trustees, of any trust of which he or his Immediate Famil y is a benef iciar y or, in t he case of a
discretionary trust, is a discretionary object; or
(iii) any company in which he and his Immediate Family
together (directly or indirectly) have an interest of
30.0% or more of the total votes attached to all the
voting shares;
(b) in relation to a substantial shareholder or a controlling
shareholder (being a company) means any other
company which is its subsidiary or holding company or isa subsidiary of any such holding company or one in the
equity of which i t and/or such other company or
companies taken together (directly or indirectly) have an
interest of 30.0% or more of the total votes attached to all
the voting shares
“Associated Company” : In relation to a company, means a company in which at least
20.0% but not more than 50.0% of its shares are held by the
first mentioned company
“Audit Committee” : The audit committee of our Company as at the date of this Offer Document, unless otherwise stated
DEFINITIONS
10
“Board of Directors”
: The board of Directors of our Company as at the date of this
Offer Document, unless otherwise stated
“Bonus Shares” : The allotment and issuance of 311,989,797 Shares to our existing Shareholders (without consideration paid by our
Shareholders) as bonus shares, on the basis of seven (7)
bonus shares, credited as fully paid-up, for every one (1)
existing issued Share in the capital of our Company held as at
12 November 2015 (following the capitalisation of NIS
3,119,897.97 in our Company’s share premium account),
pro-rata to their respective shareholdings in our Company
“Catalist” : The sponsor-supervised listing platform of the SGX-ST
“Catalist Rule” or “Catalist Rules”
: Any or all of the rules in the SGX-ST Listing Manual Section B: Rules of Catalist, as the case may be
“Controlling Shareholder” : As defined in the Catalist Rules:
(a) a person who holds directly or indirectly an interest of
15.0% or more of the total votes attached to all voting
shares in our Company (unless otherwise determined by
the SGX-ST); or
(b) a person who in fact exercises control over our Company
“Conversion” : The conversion of the then outstanding amount of the
redeemable convertible loans granted by the Pre-IPO
Investors pursuant to the Pre-IPO Redeemable Convertible
Loan Agreement into the Pre-IPO New Shares
“Cornerstone Shares” : The 21,515,000 new Shares subscribed by the Cornerstone
Investor pursuant to the Cornerstone Subscription Agreement
in connection with the Placement
“Cornerstone Subscription” : The subscription of the Cornerstone Shares at the PlacementPrice by the Cornerstone Investor in accordance with the
terms of the Cornerstone Subscription Agreement in
connection with the Placement
into between our Company and the Cornerstone Investor to
subscribe for the Cornerstone Shares
“Debenture Certificates” : The debenture certificates in relation to the Debentures, as
amended or modified from time to time
DEFINITIONS
11
entitled “Share Capital” of this Offer Document, and the term
“Debenture” shall be construed accordingly
“Debenture Conversion
Shares”
: The 1,599,800 new Shares to be allotted and issued to the
Debenture Holders who elected (or were deemed to have
elected) the Holding Option upon the conversion of the
principal amount of their outstanding Debentures and
outstanding accrued interest under the terms and conditions
of their Debenture Certificates, as amended or modified from
time to time
“Debenture Holder” : The holder of a Debenture and the term “Debenture Holders”
shall be construed accordingly
“Directive 8.3” : Directive 8.3 issued by the Director General of the Ministry of
Economy of Israel, as revised, restated or updated from time
to time
“Director” : A director of our Company as at the dat e of this Off er
Document, unless stated otherwise or the context requires
otherwise
Company and each of Todd Dollinger and Steve Rhodes as
described in the section entitled “Directors, Management and
Staff – Employment Agreements” of this Offer Document
“Entity at Risk” : (a) Our Company;
(b) a subsidiary of our Company that is not listed on the
SGX-ST or an approved exchange; or
(c) an Associated Company that is not listed on the SGX-ST
or an approved exchange, provided that our Group or ourGroup and our Interested Person(s), has control over the
Associated Company
“EPS” : Earnings per Share
“Executive Directors” : The executive directors of our Company as at the date of this
Offer Document, unless otherwise stated
“Executive Officers” : The executive officers of our Group as at the date of this Offer
Document, who are also key executives, unless otherwise
stated
DEFINITIONS
12
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“Final Issuance” : The allotment and issuance of the Placement Shares, the
Misgav/Karmiel Consideration Shares, the Debenture
Conversion Shares and the Agtech Employee Consideration
Shares
PPCF pursuant to which PPCF agrees to sponsor and
manage the Listing and the Placement, details of which are
set out in the section entitled “General and Statutory
Information – Management and Placement Arrangements” of
this Offer Document
“FY” : Financial year ended or, as t he case may be, ending
31 December
“GST” : Goods and Services Tax
“Holding Option” : One (1) of the options set out in Amendment No. 1 pursuant to
which Debenture Holders were given the option to continue to
hold their Debentures in accordance with the terms of their
respective Debenture Certificates
“HY” : Half year ended or, as the case may be, ending 30 June
“IFRS” : International Financial Reporting Standards
“Immediate Family” : In relation to a person, means the person’s spouse, child,
adopted child, step-child, sibling and parent
“Incubators Programme” or
OCS
“Independent Directors” : The independent, non-executive Directors of our Company as
at the date of this Offer Document, unless otherwise stated
“Interested Person” : ( a) A dir ect or, c hi ef exec utive officer or C ont rolli ng
Shareholder of our Company; or
(b) an Associate of any such director, chief executive officer
or Controlling Shareholder
: Means a transaction between an Entity at Risk and an
Interested Person
DEFINITIONS
13
“Israeli Companies Law” : The Israeli Companies Law, 5759-1999, as amended,
supplemented or modified from time to time, including any
regulations, orders and rules promulgated thereunder; and
the Israeli Companies Law shall include reference to the
Israeli Companies Ordinance [New Version], 5743-1983 of the
State of Israel, to the extent in effect according to the
provisions thereof
“Israeli Securities Law” : The I sraeli Securiti es Law, 5728- 1968, as amended,
supplemented or modified from time to time
“June 2015 Equity
in connection with the allotment and issuance of the Bonus
Shares), representing approximately 1.5% of the post-Final Issuance share capital of our Company, pursuant to the June
2015 Equity Financing Round
Shares by our Company to the June 2015 Equity Financing
Investors in consideration for US$1,488,932
“Key Executive” : (a) in relat ion to an entity, means an individual who is
employed in an executive capacity by the entity and
who –
affect the whole or a substantial part of the
business of the entity; or
(ii) has the capacity to make decisions which affect
significantly the entity’s financial standing; and
(b) in relat ion to a group, means an individual who is
employed in an executive capacity by an entity in the
group and who –
affect the whole or a substantial part of the
business of the group; or
(ii) has the capacity to make decisions which affect
significantly the group’s financial standing,
and the term “Key Executives” shall be construed accordingly
DEFINITIONS
14
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“Latest Practicable Date” : 19 October 2015, being the latest practicable date before the
lodgement of this Offer Document with the SGX-ST, acting as
agent on behalf of the Authority
“Listing” : The listing of our Company and the quotation of our Shares on
Catalist
“Listing Manual” : The provisions of sections A and B of the listing manual of the
SGX-ST as amended, supplemented or modified from time to
time
“LPS” : Loss per Share
“Market Day” : A day on which the SGX-ST is open for trading in securities
“Market Research Report” : The market research report entitled “Israel’s High-Tech
Industry Overview – Final Report – October 2015” prepared
by the Market Researcher, as set out in Appendix G of this
Offer Document
“Misgav/Karmiel Call
: The call option granted by the Misgav/Karmiel Shareholders
to Trendlines Medical to purchase all of the shares held by
them in Misgav/Karmiel in exchange for the Misgav/Karmiel Consideration Shares as described in the section entitled
“Restructuring Exercise” of this Offer Document
“Misgav/Karmiel
Consideration Shares”
: The 4,683,568 new Shares to be allotted and issued to the
Misgav/Karmiel Shareholders in consideration for the 169
shares in the capital of Misgav/Karmiel held by them
“Misgav/Karmiel
Shareholders”
the date of this Offer Document
“Most Valuable Portfolio
: The portfolio company that accounted for approximately
48.6% of the aggregate value of our portfolio as at 30 June
2015
“NAV” : Net asset value
“Nominating Committee” : The nominating committee of our Company as at the date of
this Offer Document, unless otherwise stated
DEFINITIONS
15
Independent Directors) as at the date of this Offer Document,
unless otherwise stated
“NTA” : Net tangible assets
“OCS Letter” : The letter dated 6 September 2015 from the OCS to inform
that Trendlines Medical was elected as the winning bidder in
the competitive process No. 2/15 conducted by the OCS for
the operation of a technological incubator under peripheral
incubator conditions in national preferred regions in the
district of Acre (Akko)
“Octagon/GMP Securities
Compensation Shares”
: An aggregate of 529,136 new Shares to be allotted and issued
by our Company to Octagon Capital Corporation and GMP Securities L.P. upon the exercise of the 2014 Compensation
Warrants
which are described in the section entitled “Share Capital” of
this Offer Document
“Old Option Plan” : The 2011 Global Incentive Option Scheme
“Old Options” : The share options granted pursuant to the Old Option Plan
“Old Options Grantees” : Person(s) who have been granted the Old Options
“Offer Document” : This offer document dated 16 November 2015 issued by our
Company in respect of the Placement
“Official List” : The list of issuers maintained by the SGX-ST in relation to
Catalist
“Option Shares” : The new Shares which may be allotted and issued upon the
exercise of options granted under the Old Option Plan, the
Plan and/or Sub-Plan
“Period Under Review” : The period comprising FY2012, FY2013, FY2014 and HY2015
“Placement” : The placement of the Placement Shares by the Placement
Agent on behalf of our Company for subscription at the
Placement Price subject to and on the terms and conditions
set out in this Offer Document
DEFINITIONS
16
“Placement Agreement” : The placement agreement dated 16 November 2015 entered
into between our Company and PPCF as the Placement Agent
pursuant to which PPCF as the Placement Agent agrees to
procure subscribers for the Placement Shares at the
Placement Price, details of which are set out in the sections
entitled “General and Statutory Information – Management
and Placement Arrangements” of this Offer Document
“Placement Price” : S$0.33 for each Placement Share
“Placement Shares” : The 75,760,000 new Shares ( including the 21,515,000
Cornerstone Shares) which are the subject of the Placement
“Plan” or “The Trendlines
2015 Share Option Plan”
: The Trendlines Group Ltd. 2015 Global Share Option Plan
“PPCF Shares” : The 2, 651,600 new Shares allott ed and i ssued by our
Company to PPCF as part of PPCF’s management fees as the
Sponsor and Issue Manager
“Pre-IPO Investment” : The grant of the redeemable convertible loans by the Pre-IPO
Investors to our Company as described in the section entitled
“Shareholders” of this Offer Document
“Pre-IPO Investors” : Collectively, Wang Yu Huei, Emerald Global Fund SPC, Jeremy Lee Sheng Poh, Tommie Goh Thiam Poh, Lim Tiong
Kheng Steven, Global Victory Ltd, Ho Kok Fi John, Tan Sze
Seng, Yeo Khee Seng Benny, Leong Wing Kong, Ramesh S/O
Pritamdas Chandiramani, Tan Shao Ming, Wong Hin Sun,
Eugene, Liew Chee Kong, Chue En Yaw, Delatte Stephane
Yves, Lim Kee Way I rwin and Amos and Daughter
Investments and Properties Ltd.
“Pre-IPO New Shares” : The 63,869,400 new Shares allotted and issued by our
Company to the Pre-IPO Investors
“Pre-IPO Redeemable
Convertible Loan
2015 entered into between our Company and the Pre-IPO
Investors in respect of the Pre-IPO Investment
“R&D” : Research and development
DEFINITIONS
17
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“R&D Law” : The Israeli Law for the Encouragement of Industrial Research
and Development, 5744-19841 and the regulations, rules and
procedures promulgated thereunder
“RCL Converted Shares” : The 910,600 new Shares al lotted and issued to certain
Debenture Holders, who held in aggregate a principal amount
of CAD$176,466, who had elected to convert their respective
principal amounts and accrued interests owed to them by our
Company under their respective Debentures as at 30 June
2015 into redeemable convertible loans in Singapore dollars
on the terms of the Pre-IPO Redeemable Convertible Loan
Agreement (save for certain sections on, inter alia , conditions
precedent and drawdown, which were excluded)
“Relevant Portfolio Companies”
Medical Ltd., NeuroQuest Ltd., Valentis Nanotech Ltd. and
ViAqua Therapeutics Ltd., which are portfolio companies in
which our Group, through Trendlines Medical or Trendlines
Agtech, holds more than 50.0% of their issued share capital
as at the date of this Offer Document
“Remaining Agtech Shares” : All the remaining 12,290 issued shares in the capital of
Trendlines Agtech, representing approximately 4.0% of the
equity interest of Trendlines Agtech, at par value of NIS 0.01
for each Share
“Remuneration Committee” : The remuneration committee of our Company as at the date of
this Offer Document, unless otherwise stated
“Restructuring Exercise” : The restructuring exercise undertaken in connection with the
Listing, more ful ly described in the section entit led
“Restructuring Exercise” of this Offer Document
“Securities Account” : The securities account maintained by a Depositor with CDP
but does not include a securities sub-account
“Securities and Futures
Act” or “SFA”
and Debentures) Regulations 2005 of Singapore, as
amended, supplemented or modified from time to time
1 Pursuant to Amendment No. 7 to the R&D Law as enacted by the Israeli Knesset (that is, the Israeli parliament) on 29 July 2015, “The Israeli Law for the Encouragement of Industrial Research and Development, 5744-1984” shall be re-named “The Law for the Encouragement of Industrial Research, Development and Technological Innovation,
5744-1984”, with effect as of 1 January 2016. Please refer to the section entitled “General Information on our Group – Licences, Permits, Franchises, Approvals, Certifications and Government Regulations” of this Offer Document for more details on Amendment No. 7 to the R&D Law.
DEFINITIONS
18
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“SGX Application” : The application to the SGX-ST for the Relevant Portfolio
Companies to be exempted f rom being deemed as
subsidiaries of our Company under the Fourth Schedule of the
SFR and from being disclosed as such in accordance with the
Fifth Schedule of the SFR
“SGXNET” : Singapore Exchange Network, a system network used by
listed companies in sending information and announcements
to the SGX-ST or any other system networks prescribed by
the SGX-ST
“Share Increase” : The increase of the authorised share capital of our Company
from NIS 1,000,000 consisting of 100,000,000 Shares of NIS
0.01 par value per Share to NIS 15,000,000 consisting of
1,500,000,000 Shares of NIS 0.01 par value per Share
“Share(s)” : Ordinary share(s) of NIS 0.01 par value per share in the
issued and paid-up capital of our Company
“Shareholder(s)” : Registered holders of Shares, except where the registered
holder is CDP, the term “Shareholder” shall, in relation to such
Shares mean the Depositors whose Securities Accounts are
credited with Shares
“Singapore Companies Act” : The Companies Act (Chapter 50) of Singapore, as amended,
supplemented or modified from time to time
“Singapore Take-over
supplemented or modified from time to time
“Steve Rhodes” : Stephen Louis Rhodes, one (1) of our Chairmen and Chief
Executive Officers
“Sub-Plan” : The sub-plan to The Trendlines 2015 Share Option Plan
“Substantial
Shareholder(s)”
: Person(s) who have an interest or interests in one (1) or more
voting shares, and the total votes attached to that share or
those shares, represent not less than 5.0% of the total votes
attached to all the voting shares in our Company
“Tmura Shares” : The 375,168 new Shares to be allotted and issued by our
Company to Tmura upon the exercise of the Tmura Warrant,
subject to adjustments upon the occurrence of certain events
DEFINITIONS
19
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“Tmura Warrant” : The warrant granted by our Company to Tmura on 11 June
2014 for the purchase of 46,896 Shares prior to adjustments
in connection with the allotment and issuance of the Bonus
Shares, details of which are described in the section entitled
“Share Capital” of this Offer Document
“Todd Dollinger” : David Todd Dollinger, one (1) of our Chairmen and Chief
Executive Officers
“Unrelated Third Party” : A party who is not an Associate of our Directors, Executive
Officers, Controlling Shareholder and/or Substantial
Shareholder, and the term “Unrelated Third Parties” shall be
construed accordingly
“VC” : Venture capital
“Selected Warrant Holders” : GMP Securities L.P. which holds 17.10 April 2014
Compensation Warrants and Tmura which holds the Tmura
Warrant
“US$” or “US Dollar” and
“US cents”
“%” or “per cent.” : Per centum
“sq m” : Square metre
Any capitalised terms relating to The Trendlines 2015 Share Option Plan and the Sub-Plan which are not defined in this section of this Offer Document shall have the meanings ascribed to them as stated in the sections entitled “Appendix I – Rules of The Trendlines 2015 Share Option Plan” and “Appendix J – Rules of the Sub-Plan” of this Offer Document respectively.
The expression “related corporation” shall have the meanings ascribed to it in the SFA, the SFR,
the Singapore Companies Act and/or the Catalist Rules, as the case may be.
DEFINITIONS
20
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The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Singapore Companies Act.
References in this Offer Document to Appendix or Appendices are references to an appendix or
appendices respectively to this Offer Document.
Any discrepancies in tables included herein between the total sum of amounts listed 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 that precede them.
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.
The word “including” means including without limiting the generality of any description preceding such terms and shall be deemed to be followed by the phrase “without limitation”.
Any reference in this Offer Document and the Application Forms to any statue or enactment is a reference to that statue or enactment as for the time being amended or re-enacted.
Any word defined under the Singapore Companies Act, the SFA, SFR or any statutory modification thereof and used in this Offer Document and the Application Forms shall, where applicable, have the meaning ascribed to it under the Singapore Companies Act, the SFA, SFR or any statutory modification thereto, as the case may be.
Any reference in this Offer Document and the Application Forms to Shares being allotted to you includes allotment to CDP for your account.
Any reference to a time of day in this Offer Document and the Application Forms is a reference to Singapore time unless otherwise stated.
Any reference in this Offer Document to “we”, “our”, “us” or their other grammatical variations is a reference to our Company, or our Group, or any member of our Group, as the context requires.
Unless indicated otherwise, all information in this Offer Document assumes that the Old Options, the Tmura Warrant and the 2014 Compensation Warrants have not been exercised.
Unless indicated otherwise, all information in this Offer Document is presented on the basis of our Group.
DEFINITIONS
21
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To facilitate a better understanding of the business of our Group, the following glossary provides
a description (which should not be treated as being definitive of their meanings) of some of the
technical terms and abbreviations commonly used in our industry and business. The terms and
abbreviations and their assigned meanings may not correspond to standard industry or common
meanings or usage of these terms.
“Aquaculture” : The rearing of aquatic animals or the cultivation of aquatic
plants
“Bariatric” : The branch of medicine that deals with the causes, prevention
and treatment of obesity
“Hydrophilic Polymer” : A polymer which dissolves in, or is swollen by, water
“Idiopathic” : Any disease or condition that arises spontaneously or for
which the cause is unknown
“Intubation” : The insertion of a cannula or tube into a hollow body organ
“Laparoscopic Surgery” : Surgery conducted through small holes, usually in the
abdominal region, with the aid of a camera
“Scoliosis” : A medical condition in which a person’s spine is curved from
side to side
“Trocar” : A surgical instrument fitted with a tube that functions as a
portal for Laparoscopic Surgery
GLOSSARY OF TECHNICAL TERMS
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All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by us or our Directors, Executive Officers or employees acting on
our behalf, that are not statements of historical fact, constitute “forward-looking statements”. You
can identify some of these forward-looking statements by terms such as “expects”, “believes”,
“plans”, “intends”, “estimates”, “anticipates”, “may”, “will”, “would” and “could” or similar words.
However, you should note that these words or phrases are not the exclusive means of identifying
forward-looking statements. All statements regarding our expected financial position, business
strategies, plans and prospects are forward-looking statements.
These forward-looking statements, including without limitation, statements as to:
(a) our revenue and profitability;
(b) trends in demand and costs;
(c) expected industry prospects and trends;
(d) planned strategy and anticipated expansion plans; and
(e) any 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, inter alia , the following:
(i) our dependency on the realisation of our investments in our portfolio companies for our
operating cash flow;
judgement and such valuations are highly susceptible to frequent fluctuations;
(iii) the value of our portfolio may be dependent on a small number of portfolio companies;
(iv) the risk that our incubator franchises for Trendlines Medical and/or Trendlines Agtech will not
be renewed or that the renewed incubator franchises for Trendlines Medical and/or
Trendlines Agtech will be terminated;
(v) cutbacks (if any) in the OCS budget may negatively impact the availability of government
funding for our Subsidiaries and our portfolio companies;
(vi) changes in political, social and economic conditions, the regulatory environment, laws and
regulations and interpretation thereof in the jurisdictions where we conduct business or
expect to conduct business;
(vii) foreign exchange risks and interest rate fluctuations;
(viii) the risk that we may be unable to realise our anticipated growth strategies and expectedinternal growth;
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT
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((ix) changes in competitive conditions and our ability to compete under such conditions;
(x) dependency on key personnel;
(xi) changes in our future capital needs and the availability of financing and capital to fund such
needs; and
(xii) other factors beyond our control.
Some of these risk factors are discussed in greater detail in this Offer Document, in particular, but
not limited to, the discussions under the sections entitled “Risk Factors” and “Management
Discussion and Analysis of Results of Operations and Financial Position” of this Offer Document.
All forward-looking statements by or attributable to us, or persons acting on our behalf, contained
in this Offer Document are expressly qualified in their entirety by such factors. These forward-
looking statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offer Document, undue reliance must not be placed on these
statements. Neither our Company, the Sponsor, Issue Manager and Placement Agent nor any
other person represents or warrants that our Group’s actual future results, performance or
achievements will be as discussed in those statements.
Our actual future results may differ materially from those anticipated in these forward-looking
statements as a result of the risks faced by us. We and the Sponsor, Issue Manager and
Placement Agent disclaim any responsibility to update any of those forward-looking statements or
publicly announce any revisions to those forward-looking statements to reflect future
developments, events or circumstances, even if new information becomes available or other
events occur in the future. We are, however, subject to the provisions of the SFA and the Catalist
Rules regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the
Offer Document is registered by the SGX-ST, acting as agent on behalf of the Authority, but before
the close of the Placement, we become aware of:
(a) a false or misleading statement or matter in the Offer Document;
(b) an omission from the Offer Document of any information that should have been included in
it under Section 243 of the SFA; or
(c) a new circumstance that (i) has arisen since the Offer Document was lodged with the SGX-ST, acting as agent on behalf of the Authority; and (ii) would have been required by
Section 243 of the SFA to be included in the Offer Document, if it had arisen before the Offer
Document was lodged,
and that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT
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Information in this Offer Document in relation to our portfolio investments is derived from the
actual knowledge and belief of our Company’s management based on our relationship with our
portfolio companies. While we believe that such information is accurate, none of our portfolio
companies, or any of their officers or directors, has represented or warranted to us or to the
investors in the Placement that the information relating to our respective portfolio companies
contained herein is accurate and complete.
We have obtained data and information in respect of the high-tech industry in Israel from the
Market Research Report provided by the Market Researcher. The Market Researcher has advised
that the data and the information contained herein is drawn from our Company’s information,
primary and secondary data, estimates and forecasts and other trade, statistical sources and
other sources. The Market Researcher does not hold any kind of rights to the sources that appear
in the references that are set out in the Market Research Report. The Market Research Report
includes certain statements provided by our Company with respect to the high-tech industry. Such
statements are based on estimates and assumptions of our Company that are subject to significant economic competitive uncertainties beyond the control of our Company. In connection
therewith, the Market Researcher has advised that: (i) certain information specified in the Market
Research Report was derived from estimates and subjective judgements; (ii) the information in the
Market Research Report may differ from any other public information; (iii) whilst the Market
Researcher has taken reasonable care in the compilation of the information and data and believes
it to be accurate and correct, data compilation is subject to limited audit and validation procedures
and may accordingly contain errors; (iv) the Market Researcher, its agents, officers and
employees do not accept liability (save for statutory liabilities under Sections 253 and 254 of the
SFA) for any loss suffered in consequence of reliance on such information or in any other manner;
and (v) the provision of these data does not obviate the need to make appropriate further
enquiries. In addition, the Market Researcher makes no representation or warranty with respectto the statements and there can be no assurance that the future results can be realised or that
actual results will not be materially different from those projected.
While the Market Researcher has provided its consent to the inclusion of its name and all
references thereto and the Market Research Report in the form and context in which they are
included in this Offer Document, the Market Researcher has not provided its consent to the
inclusion of the information extracted from the Market Research Report as set out in the sections
entitled “Prospects, Business Strategies and Future Plans – Industry Overview” and “Prospects,
Business Strategies and Future Plans – Prospects” of this Offer Document, and is therefore not
liable for such information under Sections 253 and 254 of the SFA. While we and the Sponsor,
Issue Manager and Placement Agent have taken reasonable steps to ensure that the information
from the Market Research Report is reproduced in its proper form and context, and that the information is extracted accurately and fairly from the Market Research Report, none of us and the
Sponsor, Issue Manager and Placement Agent or any of our/their respective affiliates or advisors
have conducted an independent review of the information contained in the Market Research
Report or verified the accuracy or completeness of such information. Please refer to the section
entitled “Appendix G – Market Research Report” of this Offer Document for the full text of the
Market Research Report.
This Offer Document also includes market data, industry data and forecasts that have been
obtained from surveys, reports and studies, where appropriate, as well as market research,
publicly available information and industry publications. Such surveys, reports, studies, market
INFORMATION ON OUR PORTFOLIO COMPANIES AND
MARKET AND INDUSTRY INFORMATION
research, publicly available information and industry publications generally state that the
information that they contain has been obtained from sources believed to be reliable but there can
be no assurance as to the accuracy or completeness of such included information.
While we believe that the information on our portfolio companies, the Market Research Report,
surveys, reports, studies, market research, publicly available information and industry
publications are reliable, we cannot ensure the accuracy of the information or data, and neither
our Group nor the Sponsor, Issue Manager and Placement Agent nor any of our/their respective
affiliates or advisors have independently verified such information and data and make no
representation regarding the accuracy and completeness of such data and information. Investors
should note the restrictions in respect of the information on our portfolio companies, the Market
Research Report, surveys, reports, studies, market research, publicly available information and
industry publications. You should also be aware that since the date of this Offer Document (or any
date as otherwise indicated) there may have been changes to the information on our portfolio
companies, the Market Research Report, surveys, reports, studies, market research, publicly available information and industry publications which could affect the accuracy or completeness
of such data and information in this Offer Document.
INFORMATION ON OUR PORTFOLIO COMPANIES AND
MARKET AND INDUSTRY INFORMATION
Singapore
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase our Placement Shares in any jurisdiction in which such offer, solicitation or invitation is
unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation
or invitation. No action has been or will be taken under the requirements of the legislation or
regulations of, or of the legal or regulatory requirements of any jurisdiction, except for the
lodgement and/or registration of this Offer Document in Singapore in order to permit an offering
of our Placement Shares and the distribution of this Offer Document in Singapore. The distribution
of this Offer Document and the offering of our Placement 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 us and the Sponsor, Issue Manager and Placement Agent to
inform themselves about, and to observe and comply with, any such restrictions at their own
expense and without liability to us and the Sponsor, Issue Manager 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.
Israel
This Offer Document does not constitute a prospectus under the Israeli Securities Law and has
not been filed with or approved by the ISA. The ISA has not reviewed, passed on, made any
finding or determination as to this Offer Document, the merits of the purchase of our Shares, an
investment in our Company or otherwise in connection with the Placement, nor has the ISA made
any recommendation or endorsement with respect to the Placement Shares or the offering
thereof. To the extent that the offer of the Placement Shares is made in the State of Israel, the offer
is only addressed to and the Placement Shares may be sold only to persons who qualify as one
(1) of the types of investors listed in the First Addendum to the Israeli Securities Law (the
“Addendum”) which include joint investment in trust funds, provident funds, insurance
companies, banks (purchasing for their own account or for the accounts of their clients who are
investors listed in the Addendum), portfolio managers (purchasing for their own account or for the
accounts of their clients who are investors listed in the Addendum), investment advisors
(purchasing for their own account), members of the TASE (purchasing for their own account or for
the accounts of their clients who are investors listed in the Addendum), underwriters (purchasing
for their own account), venture capital funds, corporate entities wholly owned by investors listed
in the Addendum, corporations with equity in excess of NIS 50 million and “qualified individuals”
(purchasing for their own account), each as defined in the Addendum (as it may be amended from
time to time), collectively referred to as qualified investors. Qualified investors may be required to
submit a written confirmation that they fall within the scope of the Addendum, before making any purchase of the Placement Shares.
SELLING RESTRICTIONS
LISTING ON CATALIST
A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as
agent on behalf of the Authority. The registration of this Offer Document by the SGX-ST, acting as
agent on behalf of the Authority, does not imply that the SFA, the Catalist Rules or any other legal
or regulatory requirements, have been complied with. The SGX-ST, acting as agent on behalf of
the Authority, has not, in any way, considered the merits of the Placement Shares (including the
Cornerstone Shares) for investment. We have not lodged this Offer Document in any other
jurisdiction.
An application has been made to the SGX-ST for permission to deal in, and for the listing and
quotation of, all our Shares already issued (including the Pre-IPO New Shares, the RCL
Converted Shares and the PPCF Shares), the Placement Shares (including the Cornerstone
Shares) which are the subject of the Placement, the Debenture Conversion Shares, the
Misgav/Karmiel Consideration Shares, the Agtech Employee Consideration Shares, the
Octagon/GMP Securities Compensation Shares, the Tmura Shares and the Option Shares onCatalist. Such permission will be granted when we have been admitted to the Official List of
Catalist. Our acceptance of applications will be conditional upon, inter alia , the issue of the
Placement Shares (including the Cornerstone Shares) and upon permission being granted by the
SGX-ST for the listing and quotation of, all of our existing issued Shares (including the Pre-IPO
New Shares, the RCL Converted Shares and the PPCF Shares), the Placement Shares (including
the Cornerstone Shares), the Debenture Conversion Shares, the Misgav/Karmiel Consideration
Shares, the Agtech Employee Consideration Shares, the Octagon/GMP Securities Compensation
Shares, the Tmura Shares and the Option Shares on Catalist. If the admission, listing and trading
of our Shares do not occur or the said permission is not granted for any reason, monies paid in
respect of any application accepted will be returned, without interest or any share of revenue or
other benefit arising therefrom and at the applicant’s own risk, and the applicant will not have any
claim whatsoever against us and the Sponsor, Issue Manager and Placement Agent.
No Shares will 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.
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).
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 to Catalist but relies on the Sponsor to confirm that our Company is suitable to be
listed and complies with the Catalist Rules. Neither the Authority nor the SGX-ST has, in any way,
considered the merits of the Placement Shares (including the Cornerstone Shares) being offered
for investment.
Admission to the Official List of Catalist is not to be taken as an indication of the merits of the
Placement, our Company, our Subsidiaries, our Associated Companies, all our Shares already
issued (including the Pre-IPO New Shares, the RCL Converted Shares and the PPCF Shares), the
Placement Shares (including the Cornerstone Shares) which are the subject of the Placement, the
DETAILS OF THE PLACEMENT
the Option Shares.
We are subject to the provisions of the SFA and the Catalist Rules regarding corporate disclosure.
In particular, if after the registration of this Offer Document, but before the close of the Placement,
we become aware of:
(a) a false or misleading statement or matter in the Offer Document;
(b) an omission from the Offer Document of any information that should have been included in
it under Section 243 of the SFA or under the Catalist Rules; or
(c) a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority, and which would have been required by Section
243 of the SFA and the Catalist Rules to be included in the Offer Document if it had arisenbefore this Offer Document was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
In the event that a supplementary or replacement offer document is lodged with the SGX-ST,
acting as agent on behalf of the Authority, the Placement shall be kept open for at least 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 Placement Shares and:
(a) where the Placement Shares have not been issued to the applicants, our Company shall
either:
(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement offer document, give applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to withdraw their applications; and (B) take all reasonable steps to make available
within a reasonable period the supplementary or replacement offer document, as the
case may be, to applicants who have indicated that they wish to obtain, or 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 applicants the supplementary or replacement offer document, as
the case may be, and provide applicants with an option to withdraw their applications;
or
(iii) (A) treat the applications as withdrawn and cancelled, in which case the applications
shall be deemed to have been withdrawn and cancelled; and (B) we shall return all
monies paid in respect of any application, without interest or any share of revenue or
other benefit arising therefrom and at the applicants’ own risk; or
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(b) where the Placement Shares have been issued to the applicants, our Company shall either:
(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement offer document, give applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to return to us the Placement Shares which they do not wish to retain title in; and (B)
take all reasonable steps to make available within a reasonable period the
supplementary or replacement offer document, as the case may be, to applicants who
have indicated that they wish to obtain, or have arranged to receive, a copy of the
supplementary or replacement offer document; or
(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
Placement Shares, which they do not wish to retain title in.
Any applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his
application shall, within 14 days from the date of lodgement of the supplementary or replacement
offer document, notify us of this, whereupon we shall, within seven (7) days from the receipt of
such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and he will not have any claim against us and the
Sponsor, Issue Manager and Placement Agent.
An applicant who wishes to exercise his option under paragraph (b)(i) or (b)(ii) to return the
Placement Shares issued to him shall, within 14 days from the date of lodgement of the
supplementary or replacement offer document, notify us of this and return all documents, if any,
purporting to be evidence of title to those Placement Shares to us, whereupon we shall, within
seven (7) days from the receipt of such notification and documents, if any, pay to him all monies
paid by him to us for those Placement Shares, without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and he will not have any claim against us and the
Sponsor, Issue Manager and Placement Agent, provided however, that such monies shall be
returned to the applicant subject to and against the return or transfer of the Placement Shares
within such 14 day period free from and clear of any liens, pledges, encumbrances or other third
party rights to our Company or in accordance with the instructions set out in the notice (as referred
to in paragraph b(i)), or the supplementary or replacement offer document, as the case may be,
and our Company shall, at our discretion, act with respect to and dispose of the Placement
Shares, in such manner as may be permitted by the applicable laws.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order
(the “Stop Order”) to our Company, directing that no Shares or no further Shares to which this
Offer Document relates, be allotted or issued. Such circumstances will include a situation where
this Offer Document (i) contains any statement or matter which, in the Authority’s opinion, is false
or misleading, (ii) omits any information that should have been included in it under the SFA, or (iii)
does not, in the Authority’s opinion, comply with the requirements of the SFA, or (iv) the Authority
is of the opinion that it is in the public interest to do so.
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In the event that the Authority issues a Stop Order and applications to subscribe for the Placement
Shares have been made prior to the Stop Order, then:
(a) where the Placement Shares have not been issued to the applicants, the applications for the
Placement Shares shall be deemed to have been withdrawn and cancelled and our Company
shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the
applicants have paid on account of their application for the Placement Shares; or
(b) where the Placement Shares have been issued to the applicants, our Company shall, within
14 days from the date of the Stop Order, pay to the applicants all monies paid by them to us
for the Placement Shares.
Such monies paid in respect of an application will be returned to the applicants at their own risk,
without interest or any share of revenue or other benefit arising therefrom, and they will not have
any claims against our Company and the Sponsor, Issue Manager and Placement Agent, provided
however, that such monies shall be returned to the applicant subject to and against the return or transfer of the Placement Shares within such 14 day period free from and clear of any liens,
pledges, encumbrances or other third party rights to our Company or in accordance with our
Company’s instructions in relation to the returns of such monies or return or transfer of the
Placement Shares, and our Company shall, at our discretion, act with respect to and dispose of
the Placement Shares, in such manner as may be permitted by the applicable laws.
This Offer Document has been seen and approved by our Directors and they individually and
collectively 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
Placement, our Company and our Subsidiaries, 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 these
sources and/or reproduced in this Offer Document in its proper form and context.
Neither our Company, the Sponsor, Issue Manager and Placement Agent nor any other parties
involved in the Placement is making any representation to any person regarding the legality of an
inves
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