Download for an offer of 50000000 shares at an issue price

FOR AN OFFER OF 50,000,000 SHARES AT AN ISSUE PRICE
OF A$0.201 EACH TO RAISE A$10,000,000
This Prospectus has been issued to provide information on the offer of 50,000,000 Shares to be issued at a price of A$0.20 per Share to
raise A$10,000,000 (before costs). Oversubscriptions of up to 5,000,000 Shares may be accepted (to raise an additional A$1,000,000).
It is proposed that the Offer will close at 5.00pm (WST) on 4 December 2015. The Directors reserve the right to close the Offer earlier
or to extend this date without notice. Applications must be received before that time.
This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional
adviser(s) if you have any questions about this document.
Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be
aware that they may lose some or all of their investment. Refer to Section 6 for a summary of the key risks associated with an investment
in the Shares.
Note:
1. S$0.21 per Share for certain qualifying Applicants applying within Singapore. Refer to Sections 1.9 and 1.15.
DIRECTORS
LAWYERS (SINGAPORE)
Mr Sok Hang Chaw – Executive Chairman
Mr Jeremiah Lee Kok Heng – Managing Director
Ms Shann Sok Aixuan – Executive Director
Ms Patricia Sum Siok Chun – Non-Executive Director
Mr Zane Robert Lewis – Non-Executive Director
Genesis Law Corporation
1 Coleman Street
#07-02 The Adelphi
Singapore 179803
COMPANY SECRETARY (AUSTRALIA)
Mr Zane Robert Lewis
COMPANY SECRETARY (SINGAPORE)
Ms Thum Sook Fun
REGISTERED AND PRINCIPAL OFFICE
(SINGAPORE)
15 Kwong Min Road
Singapore 628718
Telephone: +65 6362 8998
Facsimile: +65 6363 7031
Website: www.kingslandglobal.sg
REGISTERED OFFICE (AUSTRALIA)
SmallCap Corporate Pty Ltd
Unit 6
295 Rokeby Road
Subiaco WA 6008 Australia
SHARE REGISTRY*
Link Market Services Limited
Central Park, Level 4
152 - 158 St Georges Terrace
Perth WA 6000 Australia
Telephone (within Australia): 1300 554 474
Telephone (outside Australia):+61 1300 554 474
Facsimile: +61 2 9287 0303
CORPORATE ADVISOR
SmallCap Corporate Pty Ltd
Unit 6
295 Rokeby Road
Subiaco WA 6008 Australia
LAWYERS (AUSTRALIA)
LAWYERS (MALAYSIA)
Kee Norainn & Partners
Suite 03-16, Level 3
Indah Walk 3, Jalan Indah 15
Taman Bukit Indah
81200 Johor Bahru, Johor Malaysia
LAWYERS (CAMBODIA)
KCP Cambodia Ltd
#35-37, Street 214, Unit B4, CBM Building
SangKat Boeung Raing, Khan Daun Penh
Phnom Penh Cambodia
In commercial association with:
Legal Town Law Group
PGCT Center, Building A, 3rd Floor, Street 274
SangKat Tonle Sap, Khan Chamkarmorn
Phnom Penh, Cambodia
AUDITOR*
Kong, Lim & Partners LLP
13A Mackenzie Road
Singapore 228676
INVESTIGATING ACCOUNTANT
BDO LLP (Singapore)
#05-01, 21 Merchant Road
Singapore 058267
LICENSED INTERMEDIARY
Patersons Securities Limited
Level 23, Exchange Plaza
2 The Esplanade
Perth WA 6000 Australia
PROPOSED STOCK EXCHANGE LISTING
Australian Securities Exchange (ASX)
Proposed ASX Code: KLO
DLA Piper Australia
Level 31, Central Park
152-158 St Georges Terrace
Perth WA 6000 Australia
* These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.
CONTENTS
1
Details of Offer
13
2
Company Overview
20
3
Board, Management and Corporate Governance
32
4
Financial Information
38
5
Investigating Accountant’s Report
51
6
Risk Factors
55
7
Material Contracts and Rights Attaching to Shares
66
8
Additional Information
76
9Authorisation
81
10
82
Glossary of Terms
INDICATIVE TIMETABLE
Lodgement of Prospectus with ASIC
29 October 2015
Opening Date of the Offer
6 November 2015
Closing Date of the Offer 4 December 2015
Despatch of holding statements
10 December 2015
Expected date for quotation on ASX
11 December 2015
The above dates are indicative only and may change without notice. The Company reserves the right to amend the timetable at any time.
1
IMPORTANT NOTICE
This Prospectus is dated, and was lodged with ASIC on, 29
October 2015. Neither ASIC nor ASX (or their respective
officers) take any responsibility for the contents of this
Prospectus or the merits of the investment to which this
Prospectus relates. The expiry date of this Prospectus is 5.00pm
WST on that date which is thirteen (13) months after the date
this Prospectus was lodged with ASIC. No Shares will be issued
on the basis of this Prospectus after that expiry date.
Application will be made to ASX within seven (7) days of the
date of this Prospectus for Official Quotation of the Shares the
subject of the Offer.
No person is authorised to give any information or to make any
representation in connection with the Offer, other than as is
contained in this Prospectus. Any information or representation
not contained in this Prospectus should not be relied on
as having been made or authorised by the Company or the
Directors in connection with the Offer.
It is important that you read this Prospectus in its entirety and
seek professional advice where necessary. The Shares the subject
of this Prospectus should be considered highly speculative.
CDIS
The Shares the subject of the Offer will trade on ASX in the
form of CDIs. Each CDI will represent one underlying Share. The
Shares offered under this Prospectus will be issued to investors
in the form of CDIs so that those investors may trade the Shares
on ASX and settle the transactions through CHESS. Note that
in this Prospectus, the terms “Shares” and “CDIs” may be used
interchangeably. Further information in respect to CDIs is
detailed in Section 1.10.
EXPOSURE PERIOD
This Prospectus will be circulated during the Exposure Period.
The purpose of the Exposure Period is to enable this Prospectus
to be examined by market participants prior to the raising of
funds. You should be aware that this examination may result
in the identification of deficiencies in this Prospectus. In such
circumstances, any Application that has been received may
need to be dealt with in accordance with section 724 of the
Corporations Act. Applications under this Prospectus will not be
processed by the Company until after the Exposure Period. No
preference will be conferred upon Applications received during
the Exposure Period.
2
KINGSLAND GLOBAL LTD
ELECTRONIC PROSPECTUS AND APPLICATION
FORMS
This Prospectus will generally be made available in electronic
form by being posted on the Company’s website at www.
kingslandglobal.sg. Persons having received a copy of this
Prospectus in its electronic form may obtain an additional paper
copy of this Prospectus and the relevant Application Form (free
of charge) from the Company’s registered and principal office in
Singapore or from the Company’s Australian registered office
during the Offer Period by contacting the Company. Contact
details for the Company and details of the Company’s registered
and principal office in Singapore and the Company’s Australian
registered office are detailed in the Corporate Directory. The
Offer constituted by this Prospectus in electronic form is only
available to persons receiving an electronic version of this
Prospectus and relevant Application Form within Australia.
Applications will only be accepted on the relevant Application
Form attached to, or accompanying, this Prospectus or in its
paper copy form as downloaded in its entirety from www.
kingslandglobal.sg. The Corporations Act prohibits any person
from passing on to another person the Application Form unless it
is accompanied by or attached to a complete and unaltered copy
of this Prospectus.
Prospective investors wishing to subscribe for Shares under
the Offer should complete the Application Form. If you do not
provide the information required on the Application Form, the
Company may not be able to accept or process your Application.
WEBSITE
No document or information included on the Company’s
website is incorporated by reference into this Prospectus.
FOREIGN INVESTORS
No action has been taken to register or qualify the Shares the
subject of this Prospectus, or the Offer, or otherwise to permit
the public offering of the Shares, in any jurisdiction outside
Australia. The distribution of this Prospectus in jurisdictions
outside of Australia may be restricted by law and persons who
come into possession of this Prospectus outside of Australia
should seek advice on and observe any such restrictions. Any
failure to comply with such restrictions may constitute a violation
of applicable securities laws. This Prospectus does not constitute
an offer of Shares in any jurisdiction where, or to any person to
whom, it would be unlawful to issue this Prospectus.
SINGAPORE
This Prospectus will be provided to selected investors in Singapore
who will be invited to participate in the Offer. Those investors
should be aware that:
(a) this Prospectus has not been registered as a prospectus with
MAS and, accordingly, statutory liability under SFA, Chapter
289 in relation to the content of prospectuses does not
apply, you should consider carefully whether the investment
is suitable for you. This Offer has not been authorised or
recognised by the MAS and the Shares are not allowed to be
offered to any person in Singapore other than a Permitted
Offeree. This Prospectus and any other document or
material in connection with the offer or sale, or invitation for
subscription or purchase of the Shares may not be circulated
or distributed, nor may the Shares be offered or sold, or be
made the subject of an invitation for subscription or purchase,
whether directly or indirectly, otherwise than to a Permitted
Offeree and in accordance with the conditions of any
applicable provisions of the SFA;
(b) the Prospectus has been given to you on the basis that you are
(i) an existing holder of Shares, (ii) an “institutional investor” (as
defined in the SFA), (iii) a “relevant person” (as defined under
section 275(2) of the SFA) or (iv) any other Permitted Offeree
(including, in particular, under sections 272A and 272B of the
SFA). In the event that you are not an investor falling within
any of the aforementioned categories, please return the
Prospectus immediately. You may not forward or circulate the
Prospectus to any other person in Singapore; and
(c) the Offer is not made to you with a view to the Shares being
subsequently offered for sale to any other party. There are
on-sale restrictions in Singapore that may be applicable to
investors who acquire Shares. You are advised to acquaint
yourself with the SFA provisions relating to resale restrictions
in Singapore and comply accordingly.
SPECULATIVE INVESTMENT
The Shares offered pursuant to this Prospectus should be
considered highly speculative. There is no guarantee that the
Shares offered pursuant to this Prospectus will make a return
on the capital invested, that dividends will be paid on the Shares
or that there will be an increase in the value of the Shares in the
future.
Prospective investors should carefully consider whether the
Shares offered pursuant to this Prospectus are an appropriate
investment for them in light of their personal circumstances,
including their financial and taxation position. Refer to Section 6
for details relating to the key risks applicable to an investment in
the Shares.
USING THIS PROSPECTUS
Persons wishing to subscribe for Shares offered by this Prospectus
should read this Prospectus in its entirety in order to make
an informed assessment of the assets and liabilities, financial
position and performance, profits and losses, and prospects of
the Company and the rights and liabilities attaching to the Shares
offered pursuant to this Prospectus. If persons considering
subscribing for Shares offered pursuant to this Prospectus have
any questions, they should consult their stockbroker, solicitor,
accountant or other professional adviser for advice.
PRIVACY STATEMENT
To apply for Shares you will be required to provide certain
personal information to the Company and the Share Registry.
The Company and the Share Registry will collect, hold and use
your personal information in order to assess your Application,
service your needs as an investor, provide facilities and services
that you request and carry out appropriate administration. The
Corporations Act, Companies Act and taxation law requires some
of this personal information to be collected. If you do not provide
the information requested, your Application may not be able to be
processed efficiently, or at all.
By submitting an Application Form, each Applicant agrees that
the Company may use the information provided by an Applicant
on the Application Form for the purposes detailed in this Privacy
Statement and may disclose it for those purposes to the Share
Registry, the Company’s related bodies corporate, agents,
contractors and third party service providers, including mailing
houses and professional advisers, and to ASX and regulatory
authorities.
If an Applicant becomes a Shareholder, the Corporations Act and
Companies Act requires the Company to include information
about the Shareholder (including name, address and details of
the Shares held) in its public register. The information contained
in the Company’s public register must remain there even if that
person ceases to be a Shareholder. Information contained in the
Company’s register is also used to facilitate distribution payments
and corporate communications (including the Company’s financial
results, annual reports and other information that the Company
may wish to communicate to its Shareholders) and compliance by
the Company with its legal and regulatory requirements.
3
IMPORTANT NOTICE
FORWARD-LOOKING STATEMENTS
PHOTOGRAPHS AND DIAGRAMS
This Prospectus contains forward-looking statements which
are identified by words such as “believes”, “estimates”, “expects”,
“targets”, “intends”, “may”, “will”, “would”, “could”, or “should” and
other similar words that involve risks and uncertainties.
Photographs used in this Prospectus which do not have
descriptions are for illustration only and should not be
interpreted to mean that any person shown endorses this
Prospectus or its contents or that the assets shown in them are
owned by the Company. Diagrams used in this Prospectus are
illustrative only and may not be drawn to scale. Unless otherwise
stated, all data contained in charts, graphs and tables is based on
information available at the date of this Prospectus.
These statements are based on an assessment of present
economic and operating conditions, and on a number of
assumptions regarding future events and actions that, as at the
date of this Prospectus, are expected to take place.
Such forward-looking statements are not guarantees of
future performance and involve known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are beyond the control of the Company, the Directors and
management of the Company. Key risk factors associated with an
investment in the Company are detailed in Section 6. These and
other factors could cause actual results to differ materially from
those expressed in any forward-looking statements.
The Company has no intention to update or revise forwardlooking statements, or to publish prospective financial
information in the future, regardless of whether new information,
future events or any other factors affect the information
contained in this Prospectus, except where required by law.
The Company cannot and does not give assurances that the
results, performance or achievements expressed or implied in
the forward-looking statements contained in this Prospectus will
actually occur and investors are cautioned not to place undue
reliance on these forward-looking statements.
4
KINGSLAND GLOBAL LTD
CURRENCY
All financial amounts contained in this Prospectus are expressed
as Australian currency unless otherwise stated. Conversions
may not reconcile due to rounding. All references to “$” or
“A$” are references to Australian dollars, all references to “S$”
are references to Singapore dollars, all references to “US$” are
references to United States dollars and all references to “RM” are
references to Malaysian ringgit.
TIME
All references to time in this Prospectus are references to WST,
being the time in Perth, Western Australia, unless otherwise
stated.
GLOSSARY
Defined terms and abbreviations used in this Prospectus are
detailed in the glossary in Section 10.
LETTER FROM THE CHAIRMAN
Dear Investor
On behalf of my fellow Directors, it is with great pleasure that I present this Prospectus and invite you to become a shareholder of
Kingsland Global Ltd (Company).
The Company is based in Singapore and has its origins in the boutique design and construction service company that I personally
founded in 1978. During the last 37 years the “Kingsland Singapore Group” has evolved into a sophisticated and innovative integrated
specialist property developer offering property development services, and undertaking numerous projects, in Singapore and Malaysia.
The Company was recently established as a separate entity which is the holding company of entities respectively incorporated, and
operating, in Malaysia and Cambodia. Whilst the Company and its wholly owned subsidiary companies (together the “Kingsland
Global Group”) do not form part of the Kingsland Singapore Group (which now solely focus on Singaporean projects and property
development service delivery), the vision, values and strategies that have driven the growth of the Kingsland Singapore Group will be
applied by the management team of the Kingsland Global Group.
The Company aims to expand its property development expertise and offerings through the development of:
(a) residential and commercial projects, including but not limited to, boutique hotels and serviced apartments;
(b) retail projects, such as shopping malls;
(c) aged care facilities; and
(d) industrial parks and office spaces,
in countries such as Cambodia, Japan, Taiwan and Australia.
The above commercial objectives are part of the Company’s broader mission of seeking to pioneer new market growth opportunities
through its integrated specialist developments and by contributing to the economic and social potential of both newly developing and
established markets in which the Company intends to enter and operate.
As part of its business model, the Company intends to undertake property developments in the countries detailed above either on its
own account or via joint venture arrangements with land owners. The first two of such arrangements are the Company’s interest in
the Oknha Peich Boutique Hotel (Project 228), an 88 room boutique hotel development in Phnom Penh, Cambodia and a residential
development in Phnom Penh, Cambodia (Project 118).
The purpose of the Offer is to raise A$10,000,000 (before associated costs) by the issue of 50,000,000 Shares at an issue price of
A$0.20 (for Australian resident investors) or S$0.21 each (for qualifying Singaporean resident investors). The Company reserves the
right to accept oversubscriptions for up to a further 5,000,000 Shares to raise an additional A$1,000,000.
The proceeds of the Offer will be utilised to assist the Company to:
(a) develop and construct Project 228 (refer to Section 2.3 for further details);
(b) complete the design for, and progress the marketing (for pre-sales) of, Project 118 (refer to Section 2.4 for further details); and
(c) investigate and undertake due diligence on prospective new development projects and markets.
This Prospectus contains detailed information about the Offer and the current and proposed operations of the Company, as well as
the risks pertaining to an investment in the Company. Potential investors should read this Prospectus in entirety and should carefully
consider those risks (detailed in Section 6).
We look forward to welcoming you as a Shareholder should you elect to take up Shares pursuant to the Offer.
Yours faithfully
Sok Hang Chaw
Executive Chairman
5
INVESTMENT OVERVIEW
Topic
Summary
More
Information
A. COMPANY AND BUSINESS OVERVIEW
Who is issuing
this Prospectus?
Kingsland Global Ltd (Company), a company incorporated in, and registered under the
laws of, Singapore with registration number 201523877H. The Company is registered as a
"foreign company" in Australia, under the Corporations Act, having ARBN 607 085 790.
Sections 2.1,
2.2 and 8.8
What does the
Company do
The Company (as the holding company of the Kingsland Global Group) is a property
developer which has intentions to undertake:
Sections 2.1,
2.3 and 2.4
• residential and commercial property developments, such as boutique hotels and
serviced apartments;
• retail property developments, such as shopping malls; and
• the development of industrial parks, office space and aged care facilities
in a variety of countries in the Asia Pacific region.
The Company will finance and manage the construction and marketing of its property
development projects (using external contractors and consultants as required) with a view
to effecting the sale of such projects in order to obtain a positive return on its investments.
As at the date of this Prospectus, the Company is undertaking a property development
project in Cambodia, the Oknha Peich Boutique Hotel, an 88 room boutique hotel
development in Phnom Penh (being Project 228) and is engaged in the preliminary stages
of a further Cambodian development project, being a residential development in Phnom
Penh (Project 118).
Following the completion of the Offer, the Company has plans to identify and develop
further property development projects in Cambodia and to potentially expand its focus to
Japan, Taiwan and Australia.
What is the
Company's
property
development
strategy?
The Company’s property development strategy includes:
What are the
key strengths
and competitive
advantages of
the Company?
The Board considers that the key strengths and competitive advantages of the Company
are as follows:
• conducting market and feasibility studies to identify new potential markets for entry;
and
• assessing the viability of the potential of each new property development in the
selected location.
• a proven business model and an experienced management team;
• capabilities of handling a wide spectrum of development projects; and
• early mover advantage in Cambodia.
6
KINGSLAND GLOBAL LTD
Section 2.7
Section 2.8
Topic
Summary
More
Information
A. COMPANY AND BUSINESS OVERVIEW
Why is the
Company
seeking to raise
funds?
The Company is seeking to raise funds in order to:
• develop and construct Project 228;
Sections 1.4
and 1.6
• complete the design for, and progress the marketing (for pre-sales) of, Project 118; and
• investigate and undertake due diligence on prospective new projects and markets.
What are the
Company's
financial
prospects and
position?
The Company was only recently incorporated and accordingly has a limited operating and
financial history, however, Kingsland Malaysia, one of its wholly owned subsidiaries (and
therefore part of the Kingsland Global Group) has been operating since 12 July 1994.
Sections 2.2,
2.6, 4 and 5
Kingsland Malaysia operates an established property development business with notable
developments such as the Kings Park @ Nusajaya (an industrial park located in Malaysia)
and has over the past three years made a total profit of approximately RM20,600,000
(approximately A$6,730,000).
The above information in respect to the historical business of Kingsland Malaysia should
not be regarded as an indication of the future performance of the Kingsland Global
Group. Prospective investors should be aware that there is no certainty that the future
performance of the Company will be similar to the historical performance of Kingsland
Malaysia (being the only member of the Kingsland Global Group with an operating
history). There exists a risk that the future performance of the Company, as it enters newly
developing markets (the first being Cambodia), may involve net losses.
Assuming the Company raises A$10,000,000 (refer to Section 1.2), the Company’s pro
forma statement of financial position as at 31 March 2015 has net assets of A$11,406,123.
This takes into account a range of subsequent events and transactions, as detailed in
Section 4 and is made up of total assets of A$11,621,521 (including cash of A$10,148,648)
and total liabilities of A$215,398.
Relevant financial information in respect to the Company, including a pro forma statement
of financial position detailing the effect of the Offer, is in Section 4.
What are the
Company's
major assets?
The Company has, or will have upon completion of the Offer, the following major assets
and interests:
Sections 2
and 4
• one detached unit in the Kings Park @ Nusajaya industrial development (located in
Malaysia);
• interests in joint ventures for the development of Project 228 and Project 118 (both
located in Cambodia); and
• cash of A$10,148,648 assuming the Minimum Subscription is satisfied (50,000,000
Shares to raise A$10,000,000) and following payment of costs of the Offer.
7
INVESTMENT OVERVIEW
Topic
Summary
More
Information
A. COMPANY AND BUSINESS OVERVIEW
How will the
Company report
to Shareholders
on the
performance of
its activities?
The Company will send to its Shareholders an annual report and will also release
information to Shareholders in accordance with the continuous and periodic disclosure
requirements of the Listing Rules.
Will the
Company pay
dividends?
The extent, timing and payment of any dividends in the future will be determined by
the Directors based on a number of factors, including future earnings and the financial
performance and position of the Company.
Section 8.10
Further information regarding the Company will be available on the ASX announcements
platform at www.asx.com.au and will also be available on the Company’s website at www.
kingslandglobal.sg.
Section 2.11
While it is the aim of the Company that, in the longer term, its financial performance
and position will enable the payment of dividends, at the date of this Prospectus, the
Company does not intended, or expect, to declare or pay any dividends in the immediately
foreseeable future, given that its focus will be on long term growth.
B. KEY RISKS
What are the
key risks of
investing in the
Company?
Some of the key risks of investing in the Company are detailed below. The list of risks is not
exhaustive and further details of these risks and other risks associated with an investment
in the Company are described in Section 6.
In identifying, evaluating and undertaking property developments (either on its own
account or via joint venture arrangements with third parties), the Company will be exposed
to risks, including, but are not limited to:
• development and operational risks: the Company’s business is to identify, evaluate
and undertake property developments, which have a number of inherent risks.
Although some of these risks can be mitigated, it is not possible to remove entirely
the risks inherent in property development. The Company’s business is dependent on
the continued and uninterrupted co-ordination of its projects team across multiple
jurisdictions. If any member of a project team does not fulfil its responsibilities,
construction or development, time frames could be delayed. Such delays could have an
adverse effect on the Company’s financial performance or position;
• funding: the Company’s business is dependent on obtaining financing to identify,
evaluate and undertake property development in Asia and Australia. The Company
believes its available cash and the net proceeds of this Offer should be adequate to
fund its business activities for the two years following Admission. However, should the
Company require additional funding there can be no assurance that any such equity or
debt funding will be available to the Company on favourable or acceptable terms, or at all;
• fluctuating property valuations: valuations ascribed to property are influenced by
a number of on-going factors. Accordingly, the value of, and returns from properties
the subject of the Company’s property developments may fluctuate depending on
property market conditions;
8
KINGSLAND GLOBAL LTD
Section 6
Topic
Summary
More
Information
B. KEY RISKS
What are the
key risks of
investing in the
Company
• disposal or acquisition risks: the Company’s growth potential is limited by risks
associated with the Company not being able to dispose of or acquire land and
properties on appropriate terms. The Company’s failure to execute its business
strategy including its acquisitions or disposals of land and properties or its failure to
redefine its strategy to meet changing conditions could adversely affect the Company’s
financial performance or condition;
Sections 2.1,
2.2 and 8.8
• failure to implement future plans and growth strategies: the Company’s future plans
and growth strategies involve numerous risks, including but not limited to, the incurrence
of working capital requirements. If the Company fails to achieve a sufficient level of
revenue or fail to manage costs efficiently, the Company will not be able to recover their
investment and the Company’s future financial performance will be affected;
• management capability and loss of key management personnel: the success
and profitability of the Company’s business will largely depend on the Executive
Directors and the management team’s abilities, leadership, institutional knowledge and
relationships. The loss of services of any of the Company’s key management personnel
could have a material adverse impact on the Company’s ability to implement its
business strategy;
• failure to obtain permits and licences: the Company requires several statutory and
regulatory permits, consents and approvals to undertake property developments.
Many of these permits, consents and approvals are granted for a fixed period of time
and need to be renewed; and
• regulatory risks: the Kingsland Global Group operates in a wide range of jurisdictions
(including Malaysia and Cambodia) and is subject to a range of legal, tax and industry
compliance requirements that are constantly changing. The Kingsland Global Group is
exposed to the risks posed by current and potential future regulations and legislation
that apply to the industry in which it operates. There is a risk that any new or changed
regulations or compliance criteria could limit the Company’s ability to conduct
business, or the Company’s competitiveness, in a jurisdiction.
C. SUMMARY OF THE OFFER
What is the
Offer and what
are its key
terms?
The Company is offering 50,000,000 new Shares at an issue price of A$0.20 each (or S$0.21
each for certain qualifying Applicants applying within Singapore) to raise A$10,000,000
(before associated costs). Oversubscriptions for up to a further 5,000,000 Shares (at an issue
price of A$0.20 per Share) to raise an additional A$1,000,000 may be accepted.
Sections 1.1,
1.2 and 1.3
What is the
effect of the
Offer on the
capital structure
of the Company?
The Shares issued under the Offer will represent approximately 12.5% of the enlarged
issued share capital of the Company following the Offer. If the Company accepts
oversubscriptions of 5,000,000 Shares, the Shares issued under the Offer will represent
approximately 13.58% of the enlarged issued share capital of the Company following the
Offer.
Section 1.7
9
INVESTMENT OVERVIEW
Topic
Summary
More
Information
C. SUMMARY OF THE OFFER
Is the Offer
underwritten?
The Offer is not underwritten.
Section 1.17
Are there Firm
Commitment
Investors?
The Company has received binding firm commitments from 11 Singapore resident
"accredited investors" to subscribe for Shares under the Offer for an aggregate amount of
A$8,500,000.
Section 1.18
D. DIRECTORS AND RELATED PARTY INTERESTS AND ARRANGEMENTS
Who are the
Directors?
The Directors are:
Section 3.1
• Mr Sok Hang Chaw – Executive Chairman;
• Mr Jeremiah Lee – Managing Director;
• Ms Shann Sok – Executive Director;
• Ms Patricia Sum – Non-Executive Director; and
• Mr Zane Lewis – Non-Executive Director.
What
qualifications
do the Directors
have?
Mr Sok is the founder of the “Kingsland Singapore Group” and has over 40 years of
experience in the property development industry.
Section 3.1
Mr Lee holds a Bachelor of Science in Construction Management from the Heriot Watt
University, a Diploma in Financial Management from the Asia Pacific Management Institute
and a Diploma in Building and Property Management from the Singapore Polytechnic. Mr
Lee has more than 8 years of experience in the finance industry.
Ms Sok holds an Accountancy Degree from the Nanyang Technological University
of Singapore and is a certified public accountant. Ms Sok has more than 10 years of
experience in the property development industry.
Ms Sum holds a Bachelor of Science (Honours) in Estate Management, a Masters of
Business Administration and a Post Graduate Diploma in Law. Ms Sum is currently the
chief executive of The Real Advisory Pte Ltd, a boutique advisory business. Ms Sum has 30
years of experience in the real estate and banking industry.
Mr Lewis holds a Bachelor of Economics and has over 20 years of experience and
leadership of small cap multinational companies.
Who is the
Kingsland
Singapore Group
and what is its
relationship to
the Company?
The Company was established as part of a re-organisation of certain companies that were
formerly subsidiaries of the Kingsland Singapore Group.
The Company (and the other members of the Kingsland Global Group) do not form part
of the Kingsland Singapore Group and operate as separate legal entities. The business of
the Company is independent and not related to the business of the Kingsland Singapore
Group (which are solely focussed on Singapore based property developments in addition
to the provision of other related property services).
Kingsland Development Pte Ltd (Kingsland Development) is the largest shareholder of
the Company and is the holding company of the Kingsland Singapore Group.
10
KINGSLAND GLOBAL LTD
Sections 2.1
Topic
Summary
More
Information
D. DIRECTORS AND RELATED PARTY INTERESTS AND ARRANGEMENTS
What benefits
are being paid to
Directors?
Mr Sok is engaged by the Company as an Executive Chairman pursuant to an executive
service agreement which provides for an annual salary of S$60,000.
Sections 7.1
and 8.3
Mr Lee is engaged by the Company as a Managing Director pursuant to an executive
service agreement which provides for an annual salary of S$90,000.
Ms Sok is engaged by the Company as an Executive Director pursuant to an executive
service agreement which provides for an annual salary of S$90,000.
Mr Sok, Mr Lee and Ms Sok are each entitled to an annual variable bonus payment based
on the Company’s annual profit before tax.
The Non-Executive Directors, being Ms Sum and Mr Lewis, will each receive S$30,000.
What contracts
and/or
arrangements
with related
parties is the
Company a
party to?
The Company (and/or members of the Kingsland Global Group) are parties to the
following material contracts with related parties:
Section 7.1
• Project 228 JV Agreement - between Kingsland Cambodia (as the developer) and
One11 (as the land owner). Mr Sok and Mr Lee (both of whom are Directors) jointly
hold 49% of the share capital of One11;
• Project 118 JV Agreement - between Kingsland Cambodia (as the developer) and Max
Credit (as the landowner). Mr Lee has a joint interest in 39% of the share capital of
Max Credit; and
• agreements with each of the Directors for their engagement and deeds’ of indemnity
and insurance with each of them.
Kingsland Malaysia is a party to a tenancy agreement for the lease of offices in Malaysia
with an entity wholly owned by Kingsland Development (an entity controlled by Mr Sok
and Ms Sok - both of whom are Directors).
Kingsland Malaysia is a party to a corporate guarantee in favour of Bank of China (Malaysia)
Berhad in respect to a finance facility made available to an entity associated with Ms Sok
(such guarantee scheduled to be discharge in the next three months).
The Company is a party to a sub-lease agreement with Kingsland Development for the
lease of offices in Singapore.
What interests
do Directors
have in the
securities of the
Company?
The interests of the Directors, as at the date of this Prospectus, and following completion
of the Offer, are detailed in Section 8.2.
Sections 8.2
and 8.7
As at the date of this Prospectus, entities associated with Mr Sok, Ms Sok and Mr Lee have
an interest in 5% or more of the Shares on issue. Details of the substantial Shareholders
are in Section 8.7.
11
4. FINANCIAL INFORMATION
Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is
recognised only to the extent of property development costs incurred that is probable will be recoverable, and property
development costs on properties sold are recognised as an expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an
expense immediately.
Interest income
Interest income is recognised on time proportion basis taking account of the effective yield on the underlying asset.
(d)Taxes
46
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current income tax
The tax currently payable is based on taxable profit for the financial year. Taxable profit differs from profit reported as profit or
loss because it excludes items of income or expense that are taxable or deductible in others and it further excludes items that
are not taxable or tax deductible. The Kingsland Global Group’s liability for current tax is recognised at the amount expected
to be paid or recovered from the taxation authorities and is calculated using tax rates (and tax laws) that have been enacted or
substantively enacted in countries where the Company and its subsidiaries operate by the end of the financial year.
Current income taxes are recognised in profit or loss, except to the extent that the tax relates to items recognised outside profit
or loss, either in other comprehensive income or directly in equity.
Deferred tax
Deferred tax is recognised on all temporary differences between the carrying amounts of assets and liabilities in the notional
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Kingsland Global Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each financial and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset realised
based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the financial year.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Kingsland
Global Group expects to recover or settle its assets and liabilities, except for investment properties at fair value which are
presumed to be recovered through sale.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Kingsland Global Group
intends to settle its current tax assets and liabilities on a net basis.
Deferred tax is recognised in profit or loss, except when it relates to items recognised outside profit or loss, in which case the
tax is also recognised either in other comprehensive income or directly in equity, or where it arises from the initial accounting
for a business combination. Deferred tax arising from a business combination, is taken into account in calculating goodwill on
acquisition.
KINGSLAND GLOBAL LTD
1. DETAILS OF OFFER
1.1 THE OFFER
This Prospectus invites investors to apply for 50,000,000 Shares at an issue price of A$0.201 each to raise A$10,000,000 (before
associated costs). Oversubscriptions of up to 5,000,000 Shares may be accepted by the Company (refer to Section 1.3 for further details).
All Shares offered under this Prospectus will rank equally with the existing Shares on issue. Refer to Section 7.2 for details of the rights
attaching to Shares.
Successful Applicants will receive CHESS Depository Interests (CDIs) in respect of Shares applied for. The issue of CDIs is necessary to
allow ASX trading of securities of a company incorporated in Singapore. CDIs give a holder similar, but not identical rights, to a holder of
Shares. Refer to Section 1.10 for further details of CDIs. Note that references in this Prospectus to “Shares” include references to “CDIs”
as appropriate.
Note:
1. S$0.21 per Share for certain qualifying Applicants applying within Singapore. Refer to Sections 1.9 and 1.15.
1.2 MINIMUM SUBSCRIPTION
The minimum total subscription under the Offer is 50,000,000 Shares to raise A$10,000,000 (before associated costs) (Minimum
Subscription).
None of the Shares offered under this Prospectus will be issued if Applications are not received for the Minimum Subscription. Should
Applications for the Minimum Subscription not be received within three months from the date of this Prospectus, the Company will
either repay the Application Monies (without interest) to Applicants or issue a supplementary prospectus or replacement prospectus and
allow Applicants one month to withdraw their Applications and have their Application Monies refunded to them (without interest).
1.3OVERSUBSCRIPTIONS
Oversubscriptions of up to 5,000,000 Shares (at an issue price of A$0.20 per Share) may be accepted by the Company.
If the Company accepts the maximum number of oversubscriptions then the number of Shares issued under this Prospectus will be
55,000,000 and the amount that will be raised under this Prospectus will be A$11,000,000 (before associated costs).
1.4 OBJECTIVES OF THE COMPANY
The Company’s main objectives upon completion of the Offer are to:
(a)
develop and construct Project 228 in Cambodia;
(b)
complete the design for, and progress the marketing (for pre-sales), of Project 118 in Cambodia; and
(c)
investigate and undertake due diligence for prospective new projects and markets.
Refer to Sections 2.3, 2.4 and 2.6 for further details of Project 228, Project 118 and the Company’s proposed future activities.
1.5 PURPOSE OF PROSPECTUS
The purpose of this Prospectus is to:
(a)
raise A$10,000,000 (before associated costs) pursuant to the Offer, with the potential to raise an additional A$1,000,000;
(b)
assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company’s
application for admission to the Official List; and
(c)
position the Company to seek to achieve the objectives detailed in Section 1.4.
13
1. DETAILS OF OFFER
1.6 FUNDING ALLOCATION
As at the date of this Prospectus the Company has cash reserves of approximately A$771,290.
The Board believes that its current cash reserves and the funds raised from the Offer will provide the Company with sufficient working
capital to achieve its stated objectives as detailed in this Prospectus.
The following table shows the expected use of funds in the two year period following admission of the Company to the Official List:
Item
Cash reserves as at the date
of this Prospectus1
A$10,000,000 %
A$11,000,000
RaisedRaised
%
771,290 7.16% 771,2906.55%
Funds raised from the Offer
10,000,000
92.84%
11,000,000
93.45%
Total Funds Available
10,771,290
100%
11,771,290
100%
Development and construction
costs for Project 2282 5,500,000
51.06%
5,500,000
46.72%
Design and marketing
expenditure for Project 1183
1,000,000 9.28% 1,000,0008.50%
Investigating and undertaking due
diligence and feasibility studies for
prospective new projects, in new
markets and preliminary design
work for any such new projects4 2,000,000 18.57% 3,000,00025.48%
Cost of the Offer
738,320
6.86%
786,920
6.69%
Cash Reserves and Working Capital
1,532,970
14.23%
1,484,370
12.61%
10,771,290
100%
11,771,290
100%
Total funds allocated
Note:
1. During the period between 25 August 2015 (being the date on which the Financial Information, detailed in Section 4, was settled) to the date of this Prospectus, the
Company has incurred an estimated expenditure of RM336,600 (approximately A$110,000).
2. Refer to Section 2.3. Note that approximately US$1,059,000 will be paid to One11 as reimbursement for expenditure incurred by One11 on Project 228 (an entity
in which the Directors, Mr Sok and Mr Lee are significant shareholders).
3. Refer to Section 2.4.
4. Refer to Sections 2.5 and 2.7.
Shareholders should note that the above estimated expenditures will be subject to modification on an ongoing basis depending on the
progress of the Company’s activities. Due to property market conditions, the development of new projects (in addition to Project 228
and Project 118) and/or any number of other factors (including the risk factors outlined in Section 6), actual expenditure levels may
differ significantly to the above estimates.
14
KINGSLAND GLOBAL LTD
1.7 CAPITAL STRUCTURE
On the basis that the Company completes the Offer on the terms in this Prospectus, the Company’s capital structure will be as follows:
Item
A$10,000,000 %
A$11,000,000
RaisedRaised
%
Shares on issue as at the date of this Prospectus
350,000,000
87.5%
350,000,000
86.42%
Shares issued under the Offer
50,000,000
12.5%
55,000,000
13.58%
Total
400,000,000 100% 405,000,000100%
1.8FORECASTS
Due to the nature of the Company’s business activities and the markets in which it operates (or proposes to operate), there are
significant uncertainties associated with forecasting future revenues (if any) from the Company’s proposed activities.
The Directors have considered the matters detailed in ASIC Regulatory Guide 170 and believe that they do not have a reasonable
basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast
or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a
reliable best estimate forecast or projection.
The Directors consequently believe that, given these inherent uncertainties, it is not possible to include reliable forecasts in this
Prospectus.
Refer to Section 2 for further information in respect to the Company’s existing property development projects and the type of
property development projects it is seeking to undertake in the future.
1.9 HOW TO APPLY
Accompanying and forming part of this Prospectus is an Application Form for use if you wish to apply for Shares under the Offer. To
participate in the Offer, the Application Form must be completed and received, together with the Application Monies, in accordance
with the instructions on its reverse side. Completed Application Forms should be received by the Company, together with the
Application Monies in full, prior to 5.00pm (WST) on the Closing Date at the relevant address as follows:
In the case of Applicants applying from within Australia:
By Post To:
Kingsland Global Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235
Or Delivered To:
Kingsland Global Ltd
C/- Link Market Services Limited
1A Homebush Bay Drive
Rhodes NSW 2138
In the case of qualifying Applicants applying from within Singapore (refer to Section 1.15):
By Post To Or Delivered To:
Kingsland Global Ltd
C/- Tricor Barbinder Share Registration Services
80 Robinson Road #02-00
Singapore 068898
15
(d)
Disposal or Acquisition Risk
The Company’s growth potential is limited by risks associated with the Company not being able to dispose of or acquire land
and properties on appropriate terms. The Company’s failure to deliver or effectively execute its business strategy including its
acquisitions or disposal of land and properties or its failure to redefine its strategy to meet changing conditions could adversely
affect the Company’s financial performance or financial condition.
The Company will endeavour to do all reasonable and necessary due diligence when identifying, evaluating or undertaking
property development. However there is a risk that potential issues are uncovered subsequent to due diligence and those risks
cannot be fully mitigated by the warranties and indemnities in the sale and purchase agreements for those acquisitions. There
can be no assurance that any future acquisitions or disposals will enhance the investment returns for Shareholders.
(e)
Capital Expenditure Requirements
While the Company intends to undertake reasonable due diligence investigations prior to undertaking any property
development either on its own account or via joint venture arrangements with third party landowners, there can be no
assurance that unforeseen capital expenditure or other costs will not arise.
An increase in capital expenditure may require additional funding, or sales of existing properties or assets, which may impact the
Company’s financial performance or position.
(f)
Property Liquidity
The Company will invest in assets that are not listed on a stock exchange or for which there are only a limited number of
potential investors. As a consequence, the realisable value of an asset may be less than its expected value and divestment of the
asset at such time may adversely affect shareholder returns.
(g)
Implementation of Future Plans and Growth Strategies
The Company’s future plans and growth strategies are detailed in Section 2.5 , and involve numerous risks, including but not
limited to, the incurrence of working capital requirements. In addition, the Company’s ability to grow its business is expected to
be dependent on the its ability to:
(i)
identify further commercial or industrial real estate development locations and opportunities;
(ii)
apply or adapt its real estate development business model to those new locations and opportunities and changing
market trends; and
(iii)
successfully complete any future property development in accordance with its future plans and growth strategies.
There is a risk that:
(iv)
the Company may not be able to successfully execute its growth strategies; or
(v)
the implementation of its growth strategies will interrupt and have a negative impact on the Company’s business.
The Company cannot guarantee that its growth strategies will generate the full benefits anticipated.
Further, the Company’s future plans and growth strategies (refer to Section 2.5) will also require substantial capital expenditure
and financial resources. There is no assurance that these strategies and plans will achieve revenue that will be commensurate
with the Company’s investment costs, or that the Company will be successful in securing more property development. If the
Company fails to achieve a sufficient level of revenue or fail to manage costs efficiently, the Company will not be able to recover
their investment and the Company’s future financial performance and financial condition would be adversely affected
(h)
Management Capability and Loss of Key Management Personnel
The success and profitability of the Company’s business will largely depend on the Executive Directors and the management
team’s abilities, leadership, institutional knowledge and relationships. The Company is exposed to the risk that the Executive
Directors and the management team may fail to identify or make suitable decisions or fail to manage the Company’s property
developments in such a manner as to enable to Company to realise a gain on its investments.
Further, the Company’s success will also depend on the continued performance, efforts, abilities and expertise of its key
management personnel, as well as other management and technical personnel engaged on a contractual basis. The loss of
57
Prior to Admission, the Company will procure that existing Shareholders are allowed to convert their existing Shares into CDIs to
enable them to trade on ASX. Upon conversion of those Shares into CDI’s the share certificates which were previously issued in
respect of those Shares will cease to have effect as documents of title.
1.11 ASX LISTING AND OFFICIAL QUOTATION
Within 7 days after the date of this Prospectus, the Company will apply to ASX for admission to the Official List and for the Shares,
including those offered by this Prospectus, to be granted Official Quotation (apart from any Shares that may be designated by ASX as
restricted securities).
If ASX does not grant permission for Official Quotation within 3 months after the date of this Prospectus (or within such longer
period as may be permitted by ASIC) none of the Shares offered by this Prospectus will be allotted and issued. If no allotment and
issue is made, all Application Monies will be refunded to Applicants (without interest) as soon as practicable.
ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may grant Official Quotation is not to be taken in
any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.
1.12ALLOTMENT
Application Monies will be held in trust for Applicants until the allotment of the Shares. Any interest that accrues will be retained by
the Company. No allotment of Shares under this Prospectus will occur unless:
(a)
the Minimum Subscription is achieved (refer to Section 1.2); and
(b)
ASX grants conditional approval for the Company to be admitted to the Official List (refer to Section 1.11).
The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the
number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as
reasonably practicable after the Closing Date.
Subject to the matters in Section 1.11, Shares under the Offer are expected to be allotted on the Allotment Date. It is the
responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Offer. Applicants who sell
Shares before they receive their holding statements do so at their own risk.
1.13 RISK FACTORS OF AN INVESTMENT IN THE COMPANY
Prospective investors should be aware that an investment in the Company should be considered highly speculative and involves a
number of risks inherent in the various business segments of the Company. Section 6 details the key risk factors which prospective
investors should be aware of. It is recommended that prospective investors consider these risks carefully before deciding whether to
invest in the Company.
This Prospectus should be read in its entirety as it provides information for prospective investors to decide whether to invest in
the Company. If you have any questions about the desirability of, or procedure for, investing in the Company please contact your
stockbroker, accountant or other independent adviser.
1.14 OVERSEAS APPLICANTS
No action has been taken to register or qualify the Shares, or the Offer, or otherwise to permit the public offering of the Shares, in any
jurisdiction outside of Australia.
The distribution of this Prospectus within jurisdictions outside of Australia may be restricted by law and persons into whose
possession this Prospectus comes should inform themselves about, and observe, any such restrictions. Any failure to comply with
these restrictions may constitute a violation of those laws.
17
1. DETAILS OF OFFER
This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to
issue this Prospectus.
It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to his or her Application. The
return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has
been no breach of such law and that all necessary approvals and consents have been obtained.
1.15 QUALIFYING SINGAPORE APPLICANTS
This Prospectus will be accessible to selected investors in Singapore who will be invited to participate in the Offer. Those investors
should be aware that:
(a)
this Prospectus has not been registered as a prospectus with MAS and, accordingly, statutory liability under SFA, Chapter 289
in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable
for you. The Offer is not authorised or recognised by the MAS and the Shares are not allowed to be offered to any person in
Singapore other than a Permitted Offeree. This Prospectus and any other document or material in connection with the offer or
sale, or invitation for subscription or purchase of the Shares may not be circulated or distributed, nor may the Shares be offered
or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, otherwise than to a
Permitted Offeree and in accordance with the conditions of any applicable provisions of the SFA;
(b)
the Prospectus has been given to you on the basis that you are:
(c)
(i)
an existing holder of Shares;
(ii)
an “institutional investor” (as defined in the SFA);
(iii)
a “relevant person” (as defined under section 275(2) of the SFA); or
(iv)
any other Permitted Offeree (including, in particular, under sections 272A and 272B of the SFA); and
the Offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale
restrictions in Singapore that may be applicable to investors who acquire Shares. You are advised to acquaint yourself with the
SFA provisions relating to resale restrictions in Singapore and comply accordingly.
If you are not an investor falling within any of the categories detailed in Section 1.15 above, please return the Prospectus immediately.
You should not forward or circulate the Prospectus to any other person in Singapore.
1.16 RESTRICTED SECURITIES
The Company does not envisage that any Shares on issue following completion of the Offer will be classified by ASX as restricted
securities. However, ASX may determine that certain Shares on issue prior to the Offer may be classified as restricted securities and
may be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Shares
(if any) are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to
dispose of their Shares in a timely manner.
The Company will announce to the ASX full details (quantity and duration) of the Shares (if any) required to be held in escrow prior to
the Shares commencing trading on ASX.
None of the Shares issued pursuant to the Offer are expected to be restricted securities.
1.17UNDERWRITING
The Offer is not underwritten.
18
KINGSLAND GLOBAL LTD
1.18 FIRM COMMITMENT INVESTORS
As at the date of this Prospectus, the Company has received firm commitments from 11 Singapore persons, each of whom is an
“accredited investor” under the Singaporean Securities and Futures Act (Cap. 289) (Firm Commitment Investors). The Firm
Commitment Investors have agreed to subscribe for 42,500,000 Shares (in aggregate) under the Offer (for aggregate Application
Monies of A$8,500,000) and have each executed binding firm commitment letters with the Company (Firm Commitment Letters).
The firm commitments are conditional upon:
(a)
the Minimum Subscription being achieved (refer to Section 1.2); and
(b)
ASX granting conditional approval for the Company to be admitted to the Official List (refer to Section 1.11).
The Firm Commitment Investors are only relieved of their obligations under the Firm Commitment Letters if the Offer is not
completed by 5.00pm (WST) on 1 February 2016.
1.19COMMISSION
The Company reserves the right to pay a commission of up to 6% (exclusive of GST) of amounts subscribed through any Australian
financial services licensee in respect of any Applications lodged and accepted by the Company and bearing the stamp of the Australian
financial services licensee. Payment will be made subject to the receipt of a proper tax invoice from the Australian financial services
licensee.
1.20WITHDRAWAL
The Directors may at any time decide to withdraw this Prospectus and the Offer in which case the Company will return all Application
Monies (without interest) within 28 days of giving notice of their withdrawal.
1.21 CURRENCY AND EXCHANGE RATES
The functional currency of certain financial information relating to the Company is in S$, US$ and RM and, in certain Sections, these
amounts have been converted to A$. For the purposes of:
(a)
converting the issue price of Shares from A$ to S$, and for converting S$ denominated amounts to A$, unless otherwise
indicated, a conversion rate of A$1.00 to S$1.05 has been used;
(b)
converting RM denominated amounts to A$, unless otherwise indicated, a conversion rate of A$1.00 to RM3.06 has been used;
and
(c)
converting US$ denominated amounts to A$, unless otherwise indicated, a conversion rate of A$1.00 to US$0.72 has been used.
1.22 PAPER COPIES OF PROSPECTUS
The Company will provide paper copies of this Prospectus (including any supplementary or replacement document) and the applicable
Application Form to investors upon request and free of charge. Requests for a paper copy from Australian resident investors should be
directed to the Australian Company Secretary on +61 8 6555 2950 and requests from qualifying Singaporean resident investors should
be directed to the Singapore Company Secretary on +65 6534 0181 for further details.
1.23ENQUIRIES
This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If, after reading this
Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant
or independent financial adviser. Enquiries from Australian resident investors relating to this Prospectus, or requests for additional
copies of this Prospectus, should be directed to the Australian Company Secretary on +61 8 6555 2950 and enquiries from qualifying
Singaporean resident investors relating to this Prospectus, or requests for additional copies of this Prospectus, should be directed to
the Singapore Company Secretary on +65 6534 0181. 19
2. COMPANY OVERVIEW
2.1 COMPANY AND BUSINESS OVERVIEW
The Company is a public company which is incorporated in, and registered under the laws of, Singapore and is the holding company of
the Kingsland Global Group.
The Company was established as part of a re-organisation of various companies that were formerly subsidiaries of Singapore
incorporated Kingsland Development Pte Ltd (Kingsland Development), a private company which is the holding company of various
entities engaged in property development, primarily in Singapore (those entities, with Kingsland Development, comprising the
Kingsland Singapore Group).
Kingsland Development has its origins in a Singaporean boutique design and construction company that was established in 1978 with a
focus on the development of industrial properties in Singapore. That entity evolved into Kingsland Development which, since 1992, has
completed numerous property development projects including a data center, factories, warehouses, offices and industrial buildings.
Kingsland Development’s clientele have covered a wide range of different industries including marine, oil and gas, food & beverages,
manufacturing, logistics/warehousing and recycling.
The Company (and the other members of the Kingsland Global Group) do not form part of the Kingsland Singapore Group
and operate as separate legal entities. The business of the Company is independent and not related to the business of
the Kingsland Singapore Group (which are solely focussed on Singapore based property developments in addition to the
provision of other related property services).
As detailed above, the Company (and the Kingsland Global Group) was established as part of a re-organisation of the Kingsland
Singapore Group to separate the Singapore and non-Singapore business of the Kingsland Singapore Group. Kingsland Development
considers that the Singapore property development market is a mature market with limited growth opportunities and that the
expansion of the Kingsland Singapore Group would be better facilitated by:
(a)
establishing a separate corporate group and business that will focus on new markets, commencing with Cambodia; and
(b)
with the holding company of such group listed on a recognised stock exchange (such as ASX).
Kingsland Development will remain the largest shareholder of the Company post completion of the Offer (refer to Section 8.7).
The Company intends to replicate Kingsland Development’s successful, quality investments and developments, and continue the legacy
of Kingsland Development, as a separate and independent entity, in the commercial, residential and industrial property development
industry outside of Singapore.
The Kingsland Global Group is currently focussed on the development of two property projects in Cambodia:
(a)
Project 228 - a 13 storey, 88 room boutique hotel development located in Phnom Penh (refer to Section 2.3 for further details);
and
(b)
Project 118 - a 21 to 24 storey residential (serviced apartment) development also located in Phnom Penh (refer to Section 2.4
for further details).
Utilising the property development selection strategy detailed in Section 2.7, the Company intends to expand its property
development expertise and offerings by seeking to undertake the development of:
(a)
residential and commercial projects, including but not limited to, boutique hotels and serviced apartments (in addition to
Project 228 and Project 118);
(b)
retail projects, such as shopping malls;
(c)
aged care facilities; and
(d)
industrial parks and office spaces,
in both Cambodia and more mature property market countries such as Japan, Taiwan and Australia.
The Company intends to commence at least one additional property development project in the next six months (short term) together
least one further property development project in the next 12 months (medium term).
20
KINGSLAND GLOBAL LTD
2.2 CORPORATE STRUCTURE OF THE KINGSLAND GLOBAL GROUP
The Company was incorporated and registered under the laws of Singapore on 22 May 2015. The Company is the holding company of
the following two entities:
(a)
Kingsland Development Sdn Bhd, a company incorporated in Malaysia (Kingsland Malaysia); and
(b)
Kingsland (KH) Development Co. Ltd, a company incorporated in Cambodia (Kingsland Cambodia).
Kingsland Malaysia was duly incorporated in Malaysia on 12 July 1994 and operates an established property development business in
Malaysia.
Kingsland Malaysia’s most recent development is “Kings Park @ Nusajaya”, an industrial park located at Iskandar, Malaysia which was
completed in March 2015 (refer to Section 2.6 for further details).
2.3 PROJECT 228 - OKNHA PEICH BOUTIQUE HOTEL
(a)Overview
The Company, via Kingsland Cambodia, is currently undertaking the construction of a boutique hotel development located in
Khan Daun Penh, Phnom Penh, Cambodia (Project 228).
Based on the current design and specifications, the hotel the subject of Project 228 (the Oknha Peich Boutique Hotel) will:
(i)
have 13 storeys;
(ii)
have a gross floor area of approximately 5,000 square metres;
(iii)
comprise 88 rooms (three classes of suites);
(iv)
include two separate food and beverage outlets; and
(v)
include an outdoor rooftop jacuzzi, a fitness centre (approximately 150 square metres), meeting space and other related
amenities.
Figure 1 - Artist’s conceptual design of exterior of the Oknha Peich Boutique Hotel.
Figure 2 - Artist’s conceptual design of the lobby of the Oknha Peich Boutique Hotel.
21
7. MATERIAL CONTRACTS AND
RIGHTS ATTACHING TO SHARES
(k)
Directors – remuneration
The Articles provide that non-executive Directors are entitled to such Directors’ fees as determined by the Directors but which
must not exceed in aggregate A$300,000 per annum or such other maximum amount determined by Shareholders at a General
Meeting.
This limit does not apply to the salary and other remuneration of executive Directors.
(l)Indemnities
(i)
(ii)
The Company, to the extent permitted by law, indemnifies each Director against any liability (other than legal costs)
incurred in acting as Director, other than:
(A)
a liability owed to the Company or a Related Body Corporate;
(B)
a liability for a pecuniary penalty order under the Companies Act; or
(C)
a liability that did not arise out of conduct in good faith.
The Company, to the extent permitted by law, indemnifies each Director for costs and expenses incurred in defending an
action for liability incurred in acting as Director, except for legal costs incurred:
(A)
in defending or resisting any proceedings in which the Director is found to have a liability for which they cannot be
indemnified under (i) above;
(B)
in defending or resisting criminal proceedings in which the Director is found guilty;
(C)
in defending or resisting proceedings brought by the ACRA or equivalent regulator in any other jurisdiction or by
a liquidator for a court order if the grounds for making the order are found by the court to be established, except
for costs incurred in responding to actions taken by the ACRA or equivalent regulator in any other jurisdiction or
a liquidator as part of an investigation before commencing proceedings for the court order; or
(D)
in connection with proceedings for relief to the Director under the Companies Act in which the relief is denied by
the court.
(m)Litigation
Under the Companies Act as well as at common law, a member of the Company is entitled, subject to the fulfilment of various
pre-conditions, to bring or intervene in legal proceedings on behalf of the Company.
(n)
Alteration to the Articles
The Articles can only be amended by a special resolution passed by at least 75% of the Company’s members present and voting
at a General Meeting.
(o)
Transactions requiring shareholder approval
The types of “transactions” that require shareholder approval are governed by the Companies Act and the Articles. Generally
speaking, the following types of transactions will require Shareholder approval:
(i)
amendments to the Articles;
(ii)amalgamations;
(iii)
disposing of substantially the whole of the company’s property or undertaking;
(iv)
change of name of the company;
(v)
reduction of share capital;
(vi)
winding up;
(vii)
share buy-back;
(viii) removal of company auditors; and
(ix)
72
certain alteration of capital and variations of rights attaching to Shares.
This is not an exhaustive list but sets out common transactions which require shareholder approval.
KINGSLAND GLOBAL LTD
(d)
Current Status, Timing and Divestment Opportunities
Kingsland Cambodia has engaged Soma Construction and Development Co. Ltd as the lead contractor for the construction of
the Oknha Peich Boutique Hotel.
Construction was commenced in June 2015 and, as at the date of this Prospectus, construction of the lower mezzanine level
and the basement has been completed. Project 228 is currently scheduled for practical completion in March 2017.
Depending on prevailing market conditions and the outcome of its marketing activities, the Company will seek to procure the
sale of the Oknha Peich Boutique Hotel prior to practical completion and as soon as reasonably practicable.
Alternatively, the Company may elect to lease the Oknha Peich Boutique Hotel to a third party or maintain its interest in the
Oknha Peich Boutique Hotel and derive revenue under arrangements with a third party hotel operator (refer to Section 2.3(g)).
As at the date of this Prospectus, the Company has not yet commenced marketing activities for the potential sale of Oknha
Peich Boutique Hotel. Such activities are expected to commence on or around December 2015.
(e)
Estimated Development Costs and Financing
The estimated costs to be incurred by Kingsland Cambodia in respect to Project 228 are as follow:
(i)
construction costs - approximately US$1,700,000 to US$2,000,000; and
(ii)
advertising, marketing and sales commission (if any) - approximately US$400,000.
Neither the Company nor Kingsland Cambodia has, or will, make any payment to One11 for the acquisition of the
interest in (being a contractual interest only) or use of the Project 228 Land. However, following completion of the Offer,
pursuant to the contractual joint venture arrangements between Kingsland Cambodia and One11, following completion
of the Offer, Kingsland Cambodia is required to reimburse One11 an amount of approximately US$1,059,000
for expenditure incurred to date on Project 228 by One11 relating to sub-contractor services, basement project
management services, design fees and other preliminary expenses (refer to Section 7.1).
The total estimated expenditure required to be made by the Company (via Kingsland Cambodia) in order to progress Project
228 to practical completion (excluding the fit out and furnishings) is approximately US$3,700,000 (being approximately
A$5,140,000).
The Company has allocated A$5,500,000 of the funds to be raised under the Offer to satisfy the above expenditure
requirements (refer to Section 1.6). The additional funds will be held in reserve and used in the event of cost over runs.
The estimated costs of the fit out and furnishings for Oknha Peich Boutique Hotel is approximately US$2,500,000 (being
approximately A$3,500,000). If the Company elects to sell the Oknha Peich Boutique Hotel prior to practical completion, this
cost will be borne by the buyer of the Oknha Peich Boutique Hotel.
If the Company elects not to sell the Oknha Peich Boutique Hotel prior to practical completion, the Company will seek to
enter into a joint commitment arrangement with Wangz (refer to section 2.3(g)), under which Wangz will finance the costs of
the fit out and furnishings for the Oknha Peich Boutique Hotel. Alternatively, the Company may seek to lease the Oknha Peich
Boutique Hotel and under such lease have the leasee bear responsibility for undertaking and financing the fit out and furnishing.
The Company will not finance Project 228 with debt financing (save for having working capital overdraft facilities in the ordinary
course).
(f)
Profit Sharing Arrangements
The contractual joint venture arrangements between Kingsland Cambodia and One11 provide that:
(i)
Kingsland Cambodia shall determine when, and to whom, the Oknha Peich Boutique Hotel is sold (and the terms and
conditions of such sale);
(ii)
upon the sale of the Oknha Peich Boutique Hotel, all monies held by the joint venture shall be applied in the following
priority:
(A)
to repay all costs incurred by Kingsland Cambodia for the development, construction, sale and the operations of
the Oknha Peich Boutique Hotel (if applicable);
23
2. COMPANY OVERVIEW
(iii)
(B)
to repay all costs incurred by One11 in respect of the Project 228 Land;
(C)
to pay any outstanding hotel operation costs (if any)
with all the remaining profits before tax from the sale and operations of the hotel (if any) paid to each of One11 and
Kingsland Cambodia in the following proportions:
(A)
forty per cent (40%) to One11; and
(B)
sixty per cent (60%) to Kingsland Cambodia.
if Kingsland Cambodia elects not to sell the Oknha Peich Boutique Hotel, the profits from the hotel operations and/or
lease shall be paid to the parties in the following proportions:
(A)
forty per cent (40%) to One11; and
(B)
sixty per cent (60%) to Kingsland Cambodia.
Refer to Section 7.1 for details of the contractual joint venture arrangements between Kingsland Cambodia and One11.
(g)
Hotel Management
Kingsland Cambodia has entered into an agreement with Wangz Hospitality Management Company Pte Ltd (Wangz) pursuant
to which it is agreed that Wangz (or an affiliate of Wangz) will manage and operate the Oknha Peich Boutique Hotel following
practical completion.
Wangz is a reputable hotel operator in Singapore, known for operating the “Wangz Hotel”, an award winning boutique hotel in
the central location of Singapore.
Refer to Section 7 for details of the contractual arrangements between Kingsland Cambodia and Wangz.
Figure 4 - Artist’s conceptual design of one of the “Executive Deluxe” suites of the Oknha Peich Boutique Hotel.
24
KINGSLAND GLOBAL LTD
2.4 PROJECT 118
(a)Overview
The Company is currently preparing concept plans and designs, and undertaking pre-marketing investigations and activities, for
a residential (serviced apartment complex) development to be located in Makara, Phnom Penh, Cambodia (Project 118).
Based on the current concept plans and design, it is expected that the serviced apartment complex the subject of Project 118
(Serviced Apartment Complex) will:
(i)
have approximately 21 to 24 storeys;
(ii)
comprise apartment units with a size of approximately 75 to 135 square metres:
(A)
50% will be two bedroom apartments;
(B)
25% will be one bedroom apartments;
(C)
15% will be three bedroom apartments; and
(D)
10% will be penthouses;
(iii)
have a mid-level fitness centre;
(iv)
have a pool of approximately 30 metres in length; and
(v)
have 60 underground car parking spaces.
The Company has not yet determined if it (via Kingsland Cambodia) will proceed with Project 118. Such a determination will be
made after it commences pre-sale activities which are scheduled to commence on or around December 2015. The Company will
commit to undertake Project 118 if its receives a sufficient level of pre-sales of the apartments (with a targeted level of 50%).
(b)Location
The site of the Serviced Apartment Complex is in the Makara District, at the heart of Phnom Penh inner city and within a 2
km distance from the central business district area, government institutions, universities and high end villas at Tuol Kuok. The
accessibility of the Serviced Apartment Complex is as follows:
(i)
approximately 6 km from the international airport;
(ii)
approximately 1 km from the train station;
(iii)
approximately 1 km from the port and the Phnom Penh city centre;
(iv)
adjacent to one of the main road access linking the international airport and the city centre (Confideration de la Russie
and Kampuchae Krom Boulevard); and
(v)
adjacent to the city centre ring road (Jawaharlal Nehru Boulevard).
(c)
Ownership Structure and Joint Venture Arrangements
Having regard to the restrictions on foreign ownership of Cambodian land (refer to Section 2.3(c) above), if the Company elects
to proceed with Project 118, similar to Project 228, it will be undertaken pursuant to a contractual joint venture arrangement
between Kingsland Cambodia and Max Credit Pawn Co Ltd (Max Credit), a company which is incorporated in, and registered
under the laws of, Cambodia.
Max Credit is the registered owner of the land holding at Street 118, Commune of Mittapheap, District 7 Makara, Phnom Penh,
Cambodia, being the parcel of land on which the Serviced Apartment Complex may be constructed (Project 118 Land).
The shareholders of Max Credit are:
(i)
Cam Trip Investment Co Ltd, a company incorporated in Cambodia, holding 51% of the issued share capital of Max Credit;
(ii)
Macalland Investment Pte Ltd, a wholly owned subsidiary of Macalland Holding Pte Ltd (of which Mr Jeremiah Lee (a
Director) is a shareholder), holding 39% of the issued share capital of Max Credit; and
(iii)
Mr Lee Kae Kang, holding 10% of the issued share capital of Max Credit.
Mr Jeremiah Lee holds the above interest in Max Credit on his own account and not on trust and/or for the benefit of Kingsland
Cambodia or the Company.
25
Figure 5 - Location map for Project 118 and nearby sites.
Refer to Section 7.1 for details of the contractual joint venture arrangements between Kingsland Cambodia and Max Credit.
(d)
Profit Sharing Arrangements
On the basis that the Company elects to proceed with Project 118, the contractual joint venture arrangements between
Kingsland Cambodia and Max Credit provide that:
(i)
Kingsland Cambodia shall determine when, and to whom, the individual Serviced Apartment Complex units are sold (and
the terms and conditions of such sales);
(ii)
upon the sale of all of the Serviced Apartment Complex units, all monies held by the joint venture shall be applied in the
following priority:
26
(A)
to repay all costs incurred by Kingsland Cambodia for the development, construction and sale of the Serviced
Apartment Complex (if applicable); and
(B)
to repay all costs incurred by Max Credit in respect of the Project 118 Land,
with all the remaining profits before tax from the sale of all of the Serviced Apartment Complex units (if any) paid to each
of Max Credit and Kingsland Cambodia in the following proportions:
(C)
fifty per cent (50%) to Max Credit; and
(D)
fifty per cent (50%) to Kingsland Cambodia.
Refer to Section 7.1 for details of the contractual joint venture arrangements between Kingsland Cambodia and Max
Credit.
KINGSLAND GLOBAL LTD
(e)
Estimated Costs and Financing
The estimated construction costs of Project 118 are US$11,000,000 to US$12,000,000. If the Company elects to proceed
with Project 118, it is intended that such costs will be financed by pre-sales and an appropriate level of debt financing, to be
determined by the Board.
Neither the Company nor Kingsland Cambodia has, or will, make any payment to Max Credit for the acquisition of the interest
in (being a contractual interest only) or use of the Project 118 Land.
The Company has allocated A$1,000,000 of the funds to be raised under the Offer for expenditure related to:
(i)
design services; and
(ii)
advertising, marketing and sales,
(refer to Section 1.6).
(f)Timing
As detailed above, Kingsland Cambodia is currently in the process of designing the Serviced Apartment Complex and,
following completion of the Offer, the Company will provide further information on the progress of Project 118 by way of ASX
announcements.
2.5 FUTURE DEVELOPMENT PROJECTS
Following completion of the Offer, the Company intends to seek to identify new property development project opportunities in
Cambodia and in more established property markets, with an initial focus on Japan, Taiwan and Australia.
As at the date of this Prospectus, the Company is undertaking analysis and assessment (refer to Section 2.7(b)) of a:
(a)
number of potential commercial, residential and retail developments in Cambodia’s central business district; and
(b)
potential industrial park development (similar to Kings Park @ Nusajaya) in the Khandal province of Cambodia which is located
close to the “tax free” economic zone in Cambodia.
The Company is also:
(a)
engaged in preliminary discussions with various parties to potentially develop and construct a mixed-use development in
Taichung, Taiwan;
(b)
engaged in preliminary discussions with various parties for prospective developments in Australia; and
(c)
investigating potential property developments in Japan, including, but not limited to, aged care facilities.
As at the date of this Prospectus, the above endeavours and activities are at an early stage. The Company has allocated A$2,000,000
to A$3,000,000 of the funds to be raised under the Offer (depending on how much is raised under the Offer) to undertaking due
diligence investigations and feasibility studies on prospective new property development projects.
Refer to Section 2.7 for details of the Company’s property development selection investment strategy.
2.6 ADDITIONAL RESIDUAL PROJECT INTERESTS
In March 2015 Kingsland Malaysia completed the development of an industrial park located at 171846 Mukim of Pulai, District of Johor
Bahru, State of Johor, Malaysia which development:
(a)
covers an area of approximately 10.49 acres over six industrial lots;
(b)
is comprised of 20 factory units (16 semi-detached units and four detached units) and four substations,
(the Kings Park @ Nusajaya Project).
As of the date of this Prospectus, Kingsland Malaysia:
(a)
has sold 19 of the 20 factory units for total sales revenue of approximately RM76,000,000 (approximately A$24,800,000) and
achieved a total project net profit of approximately RM20,600,000 (approximately A$6,730,000); and
27
2. COMPANY OVERVIEW
(b)
retains ownership of the last remaining factory unit, unit 111 of approximately 28,207 square feet (which it is presently being
marketed for sale at approximately RM9,000,000 to RM10,000,000).
Kingsland Malaysia’s on-going holding costs for the remaining factory unit are approximately RM14,000 (approximately A$4,600) per
annum.
The above information concerning Kingsland Malaysia’s financial returns on the Kings Park @ Nusajaya Project should not be
regarded as an indication of the future performance of the Kingsland Global Group in respect to the property developments
projects referred to in Sections 2.3 and 2.4 nor any future property development projects that may be undertaken by the
Kingsland Global Group. Prospective investors should be aware that there is no certainty that the future performance of the
Kingsland Global Group will be similar to the historical performance of Kingsland Malaysia and that there exists a risk that
the future development activities of the Kingsland Global Group may not be profitable.
Figure 6 - Aerial photograph of Kingspark @ Nusajaya
2.7 PROPERTY DEVELOPMENT SELECTION STRATEGIES
The Company currently adopts, and will continue to adopt, a strategic and active approach to determine the viability, likely profitability
and the associated risks of undertaking new property developments and/or entering into a new markets (both in locality and type of
development). This process involves the Company via its management team (led by the Executive Directors) and its external advisors/
consultants:
(a)
Conducting industry market analysis and feasibility studies to identify new potential countries suitable for entry
For each such potential new country, the analysis and feasibility studies will focus on matters such as (amongst other things):
(i)
geographic size;
(ii)population;
28
(iii)
currency (including the stability of the currency relative to US$);
(iv)
official language;
KINGSLAND GLOBAL LTD
(v)
flight times, and transport links, from neighbouring countries;
(vi)
transport infrastructure within the target country/jurisdiction;
(vii)
prevailing property market and conditions; and
(viii) anticipated future supply and demand of similar types of property developments and potential new opportunities for
particular types of developments.
The Company will also undertake a “PESTLE” analysis of the potential new market country/jurisdiction, such analysis covering
the political, economic, social, technological, legal and environmental regime and/or prevailing climate in that particular
country/jurisdiction.
(b)
Assessing the viability of the potential new property development in the selected location.
For each such potential new property development, an assessment of the following factors will be undertaken:
(i)
overview of existing similar developments within the surrounding areas;
(ii)
location and accessibility of the proposed development area;
(iii)
estimated cost of the development;
(iv)
projected investment return of the development;
(v)
target group of buyers;
(vi)
estimated time to complete the development;
(vii)
required approvals from relevant authorities (including the cost and timings of such approvals) and the likelihood of
receiving such approvals;
(viii)
market conditions for similar developments within the surrounding areas;
(ix)
facilities within the surrounding areas;
(x)
surrounding views (if any); and
(xi)
existing site conditions and site constraints.
The Company will also undertake a “SWOT” analysis of the potential new property development, such analysis involving the
review and evaluation of the strengths, weaknesses, opportunities and threats associated with the development.
If, after completing the analysis and assessments detailed in Sections 2.7(a) and 2.7(b), the Company is satisfied that there is an
economically viable opportunity to undertake a specific type of property development in a particular locality, the Company will
seek to:
(a)
acquire an interest in a suitable land holding (either by direct ownership, shared ownership with the existing holder or via
a contractual joint venture arrangement) or acquire an option to acquire such an interest;
(b)
apply for the appropriate regulatory approvals;
(c)
establish plans for the development by preparing building proposals and concept designs and diagrams; and
(d)
begin pre-marketing the property development by:
(i)
engaging an exclusive local real estate/property agent to market the property development;
(ii)
using brochures and various other marketing tools;
(iii)
advertising; and
(iv)
social media marketing.
In committing to the development of a project the company will target return on any upfront capital of at least 60% and at least
a 20% return on investment.
29
2. COMPANY OVERVIEW
Where possible, the development and construction of the project will be conducted by the Kingsland Global Group’s existing
network of service providers, which include construction and project management contractors, architects, designers and
marketing and property sales professionals. The Company has a team of dedicated staff who work closely with the various
contractors and service providers to ensure smooth progress of each property development projects that it undertakes.
Regular consultation and technical progress meetings will also be conducted to keep all parties updated on the progress of the
property development projects.
2.8 COMPETITIVE STRENGTHS
The Board considers that the Kingsland Global Group has a number of competitive strengths as follows:
30
(a)
Proven Business Model and Experienced Management Team
The Company’s management team will adopt the historical investment strategies of the Kingsland Singapore Group (refer to
Section 2.7) and intends to:
(i)
carefully manage its cash reserves at all times and the costings of its property development projects;
(ii)
only undertake projects that do not involve significant leveraging of the Company’s assets or the requirement to
undertake significant borrowings; and
(iii)
use its network of trusted service providers to achieve synergies that should translate to cost savings for the
development of its projects.
The Company places a strong emphasis on quality control to ensure that the Company’s property development projects comply
with relevant regulations and to maintain the Company’s reputation and market standing. Further, in order to ensure the quality
of the Company’s property development projects, the Company ensures that its contractors, architects and other building
professionals have the relevant experience and proven track records.
The Company’s management team are comprised of personnel who are experienced in the property development industry
(refer to Section 3.1).
(b)
Capabilities to Handle a Wide Spectrum of Development Projects
The Company’s management team have experience with, and are capable of, handling a diverse range of projects across various
sectors. Accordingly, the Board considers that the Company is less likely to be affected by any adverse market conditions
affecting any single sector. The Company’s management team considers that it is adept in identifying and completing such
property development projects as market conditions warrant at any given time.
(c)
Early Mover Advantage in Cambodia
The economy of Cambodia continues to grow in a healthy pace, achieving an average of 7.68% GDP growth since 1994. The
International Monetary Fund estimates Cambodia’s GDP for the next three years to be approximately 7%, with GDP per capita
for 2015 estimated to be US$1,181, up from US$934 in 2014.
Presently, Cambodia’s largest industries comprise of textile, agriculture and tourism. However, with the introduction of the
Industrial Development Policy in March 2015, the Cambodian government diversified its economy, decrease its dependence
on traditional industries, and increase the flow of foreign direct investments to other businesses such as real estate, light
manufacturing, construction and agro-businesses. Accordingly, the Company is a relatively early mover in the still developing
property industry of Cambodia and considers that it is well positioned to capitalise on the potential growth of Cambodia’s
economy.
KINGSLAND GLOBAL LTD
2.9 CAPITAL STRUCTURE OF THE COMPANY
As at the date of this Prospectus, the capital structure of the Company, and particulars of its current Shareholders, is as follows:
Shareholder
Shares
% of current issued
Share capital
Kingsland Development Pte Ltd1
206,500,00059.0%
Mr Jeremiah Lee Kok Heng2
70,000,00020.0%
Non-related parties3
73,500,00021.0%
Shares on issue as at the date of this Prospectus
350,000,000
100%
Notes:
1. A company of which Mr Sok and Ms Sok (both of whom are Directors) are directors and shareholders.
2. A Director.
3. Comprises 13 different individuals.
The Company does not have on issue any other class of securities.
2.10TAXATION
The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each
investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring
Shares, pursuant to the Offer, from a taxation viewpoint and generally.
To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability or
responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.
2.11 DIVIDEND POLICY
The extent, timing and payment of any dividends in the future will be determined by the Directors based on a number of factors,
including future earnings and the financial performance and position of the Company.
At the date of issue of this Prospectus, the Company does not intend to declare or pay any dividends in the immediately foreseeable future.
However, it is the aim of the Company that, in the longer term, its financial performance and position will enable the payment of dividends.
Any future determination as to the payment of dividends by the Company will be at the sole discretion of the Directors and will depend
on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements
and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or
franking credits attaching to dividends can be given by the Company.
2.12 CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to being an environmentally sustainable and socially responsible enterprise. The Company intends to
undertake a variety of corporate social responsibility initiatives such as:
(a)
environmental management initiatives;
(b)
social and community initiatives; and
(c)
economic initiatives.
If the Company manages to make a profit in any given financial year (which may or may not occur), it intends to apply a portion of any
such profit to expenditure on the above initiatives (refer to Section 7.1(d)).
The Company recognises the importance of managing and developing human capital and that a positive work environment would
attract, motivate and retain talent. The Company is an equal opportunity employer that adopts fair employment practices in our
recruitment. The Company is also committed to managing occupational health and safety issues, and preference is given to engaging
reputable and certified contractors and vendors for the Company’s projects under development.
31
3. BOARD, MANAGEMENT
AND CORPORATE GOVERNANCE
3.1 DIRECTORS’ PROFILES
The names and details of the Directors in office at the date of this Prospectus are:
(a)
Mr Sok Hang Chaw – Executive Chairman
Sok Hang Chaw is the founder and the Executive Chairman of
the Company and is based in Singapore. In 1978, Mr Sok founded
Yee Cheong Seng Construction Co, a building and construction
company. In 1992, Mr Sok established Kingsland Development,
a boutique design and construction service company, and under
his leadership and vision, Kingsland Development evolved from
a local construction company into the parent company of the
“Kingsland Singapore Group”, a property developer that has
completed numerous project developments including a data
center, factories, warehouses, offices and industrial buildings in
Singapore and Malaysia.
Mr Sok has accumulated vast knowledge and experience in the
property development space in Singapore and Malaysia and has
an extensive network of local and multinational clientele.
Mr Sok is a director of the Cantonese Association (Singapore)
and an active member of the Tzu Chi Foundation (Singapore).
As Executive Chairman, Mr Sok will oversee the vision, objectives
and the overall strategy of the Company.
(b)
Mr Jeremiah Lee Kok Heng – Managing Director
Jeremiah Lee has more than 8 years of experience in the finance
industry in countries such as Singapore and China.
Jeremiah Lee holds a Bachelor of Science in Construction
Management from the Heriot Watt University, a Diploma
in Building and Property Management from the Singapore
Polytechnic and a Diploma in Financial Management from the
Asia Pacific Management Institute. Mr Lee is currently pursuing
a Graduate Certificate in Real Estate Finance from the National
University of Singapore.
Mr Lee commenced his career as an officer in the Singapore
Armed Forces. In 2007, Mr Lee left the Singapore Armed Forces
to pursue a career in finance. Mr Lee’s prior experience includes:
(i)
chairman and co-founder of New Union a financial
technology company that seeks to connect businesses
seeking short term financing and investors seeking short
term investments;
(ii)
assistant credit manager of Guangdong Huaxia
Investment Guaranty Co Ltd (China); and
(iii)
project manager for Shanghai Langzhou Investment
Limited (China).
As the Managing Director, Mr Lee will (amongst other things):
(i)
32
assume responsibility for, and oversee the execution and
KINGSLAND GLOBAL LTD
delivery of the Company’s business objectives;
(ii)
build relationships with new and existing clients, referral sources, joint venture partners, business partners and persons
or entities who may offer strategic alliances;
(iii)
lead and manage the day to day operations of the Company; and
(iv)
oversee the performance of all the employees and contractors of the Company.
(c)
Ms Shann Sok Aixuan – Executive Director
Shann Sok is an Executive Director of the Company and is based
in Singapore.
Ms Sok graduated from the Nanyang Technological University
of Singapore with a Bachelor’s Degree in Accountancy and is a
certified public accountant.
Ms Sok commenced her career as a business development
executive with Kingsland Development. Since then, Ms Sok has
accumulated considerable experience and has led Kingsland
Development in numerous property development projects for
multi-national corporations in the marine, oil and gas, renewable
energy, logistics and food industries. Ms Sok has also led the
“Kings Park @Nusajaya Project”, Kingsland Malaysia’s first
industrial park and developed new projects in new emerging
markets, including the first multi-tier data center in Asia. Ms Sok
is currently a director of Kingsland Development.
In 2010, under Ms Sok’s leadership, Kingsland Development won the Singapore Prestige Brand Award for the most promising
brand in the year 2010. In addition, Ms Sok is also regular feature in multiple business magazines and newspapers, including the
Business Times newspaper, the Straits Times newspaper and the SME magazines.
As an Executive Director, Ms Sok will assume responsibility for, and oversee, the business development, marketing activities and
the general business strategy of the Company.
(d)
Ms Patricia Sum Siok Chun – Non-Executive Director
Patricia Sum has thirty years of experience in the real estate and
banking industry in Singapore. Ms Sum is currently the chief
executive of The Real Advisory Pte Ltd, a boutique advisory
business that specialises in private equity fund raising, joint
venture partnership and debt financing consultancy.
Ms Sum holds a Bachelor of Science (Honours) in Estate
Management from the National University of Singapore
(Majoring in Real Estate Investment and Development
and Valuation of Land and Building), a Masters of Business
Administration from the Oregon State University
(majoring in Finance, Portfolio Management, Insurance and
Entrepreneurship) and a Post Graduate Diploma in Law from the
National University of Singapore (majoring in Chinese Business
Law, India Business Law and Public International Law).
Ms Sum’s prior experience includes:
(i)
Head of the Real Estate Advisory for Prime Partners Corporate Finance Pte Ltd;
(ii)
Managing Director, Regional Head (Local Corporates) and Head of Real Estate for Standard Chartered Bank (Singapore);
33
3. BOARD, MANAGEMENT
AND CORPORATE GOVERNANCE
(iii)
Vice President of Property Financing, Bayerische Landesbank Girozentrale (Singapore);
(iv)
Business Development Manager at Keppel Land International Limited; and
(v)
Senior Consultant at KPMG Peat Marwick Management Consultants Pte Ltd.
Ms Sum has also lectured in the areas of real estate development, investment and finance, managerial accounting, and financing
and capital structuring in real estate in institutes such as the Asia Pacific Real Estate Association, the National University of
Singapore, the Cranfield School of Management (UK) and the Management Development Institute of Singapore.
Ms Sum is a member of the Singapore Institute of Surveyors and Valuers and also a licenced appraiser (under the Inland Revenue
Authority of Singapore) for lands and buildings.
(e)
Mr Zane Robert Lewis – Non-Executive Director and
Australian Company Secretary
Zane Lewis holds a Bachelor of Economics from the University
of Western Australia and has over 20 years’ experience
and leadership of small cap multinational companies. He
has undertaken various corporate advisory roles with ASX
listed companies and unlisted companies and has extensive
international experience as President of the Commtech Wireless
Group of software companies in USA, Europe, Hong Kong, China
and Australia.
Mr Lewis is a non-executive director of ASX listed 8I Holdings
Limited (also the company secretary), GRP Group Limited
and APAC Coal Limited (also the company secretary) and the
company secretary for ASX listed Lion Energy Limited.
3.2 ASX CORPORATE GOVERNANCE COUNCIL PRINCIPLES AND RECOMMENDATIONS
The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate
governance. The Board is committed to administering the Company’s policies and procedures with openness and integrity, pursuing
the true spirit of corporate governance commensurate with the Company’s needs.
To the extent applicable, the Company has adopted the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations (Recommendations).
In light of the Company’s size and nature, the Board considers that the current Board composition and structure is a cost effective and
practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the
Board and the implementation of additional corporate governance policies and structures will be reviewed.
The Company’s main corporate governance policies and practices as at the date of this Prospectus are detailed below. The Company’s
full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website at
www.kingslandglobal.sg.
34
(a)
Board of Directors
The Board is responsible for the corporate governance of the Company. The Board develops strategies for the Company,
reviews strategic objectives and monitors performance against those objectives. Clearly articulating the division of
responsibilities between the Board and management will help manage expectations and avoid misunderstandings about their
respective roles and accountabilities.
In general, the Board assumes (amongst others) the following responsibilities:
(i)
providing leadership and setting the strategic objectives of the Company;
(ii)
appointing and when necessary replacing the Executive Directors and the Managing Director;
KINGSLAND GLOBAL LTD
(iii)
approving the appointment and when necessary replacement, of other senior executives;
(iv)
undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for
election, as a director;
(v)
overseeing management’s implementation of the Company’s strategic objectives and its performance generally;
(vi)
approving operating budgets and major capital expenditure;
(vii)
overseeing the integrity of the company’s accounting and corporate reporting systems including the external audit;
(viii) overseeing the company’s process for making timely and balanced disclosure of all material information concerning
the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s
securities;
(ix)
ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within
which the board expects management to operate; and
(x)
monitoring the effectiveness of the Company’s governance practices.
The Company is committed to ensuring that appropriate checks are undertaken before the appointment of a Director and has
in place written agreements with each Director which detail the terms of their appointment.
(b)
Composition of the Board
Election of Board members is substantially the province of the Shareholders in general meeting. The Board currently consists
of the three Executive Directors (each of whom is a significant Shareholder) and two Non-Executive Directors (each of
whom is independent). As the Company’s activities develop in size, nature and scope, the composition of the Board and the
implementation of additional corporate governance policies and structures will be reviewed.
(c)
Identification and management of risk
The Board’s collective experience will assist in the identification of the principal risks that may affect the Company’s business.
Key operational risks and their management will be recurring items for deliberation at Board meetings.
(d)
Ethical standards
The Board is committed to the establishment and maintenance of appropriate ethical standards.
(e)
Independent professional advice
Subject to the Executive Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may
obtain independent professional advice on issues arising in the course of their duties.
(f)
Remuneration Committee
The remuneration of any Executive Director will be decided by the Board following the recommendation of the Remuneration
Committee, without the affected Executive Director participating in that decision-making process. The Remuneration
Committee is currently comprised of both of the Non-Executive Directors and one of the Executive Directors.
The Articles provide that the Non-Executive Directors will be paid by way of remuneration for their services as Directors a sum
not exceeding such fixed sum per annum as may be determined by the Directors prior to the first annual general meeting of the
Company or pursuant to a resolution passed at a general meeting of the Company (subject to complying with the Listing Rules
and Singaporean law, as applicable). Until a different amount is determined, the amount of the remuneration is S$300,000 per
annum.
In addition, subject to any necessary Shareholder approval, a Director may be paid fees or other amounts as the Directors
determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of
a Director (e.g. non-cash performance incentives such as options).
Directors are also entitled to be paid reasonable travel and other expenses incurred by them in the course of the performance
of their duties as Directors.
35
3. BOARD, MANAGEMENT
AND CORPORATE GOVERNANCE
The Remuneration Committee reviews and approves the Company’s remuneration policy in order to ensure that the Company
is able to attract and retain executives and Directors who will create value for Shareholders, having regard to the amount
considered to be commensurate for an entity of the Company’s size and level of activity as well as the relevant Directors’ time,
commitment and responsibility.
The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of
performance hurdles and total payments proposed.
(g)
Trading policy
The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key
management personnel (i.e. Directors and, if applicable, any employees reporting directly to the Executive Directors). The policy
generally provides that the written acknowledgement of the Executive Chairman (or the Board in the case of the Executive
Chairman) must be obtained prior to trading.
(h)
Diversity policy
The Board values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals. Accordingly,
the Company has set in place a diversity policy. This policy outlines the Company’s diversity objectives in relation to gender,
age, cultural background and ethnicity. It includes requirements for the Board to establish measurable objectives for achieving
diversity, and for the Board to assess annually both the objectives, and the Company’s progress in achieving them.
(i)
Audit and Risk Committee
The Company has established an Audit and Risk Committee which operates under an Audit and Risk Committee Charter which
includes, but is not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance,
the integrity of the financial reporting of the Company, the Company’s internal financial control system and the Company’s
risk management systems, the identification and management of business, economic, environmental and social sustainability
risk and the external audit function. The Audit Committee is currently comprised of the Non-Executive Directors and one
Executive Director.
(j)
External audit
The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board
from time to time will review the scope, performance and fees of those external auditors following the recommendation from
the Audit Committee.
(k)
Internal audit
The Company does not have an internal audit function. The Board considers the Audit and Risk Committee and financial control
function in conjunction with its risk management policy is sufficient for a Company of its size and complexity.
3.3 DEPARTURES FROM RECOMMENDATIONS
Following admission to the Official List, the Company will be required to report any departures from the Recommendations in its
annual financial report.
The Company’s compliance and departures from the Recommendations as at the date of this Prospectus are detailed in the table
below.
36
KINGSLAND GLOBAL LTD
Principles and
Recommendations
Explanation for Departure
2.1 The board of a
listed entity should
have a nomination
committee.
The Company does not comply with Principle 2.1. The Company is not of a relevant size to consider
formation of a nomination committee to deal with the selection and appointment of new Directors and
as such a nomination committee has not been formed.
2.4 Majority of
the board of a
listed entity should
be independent
directors.
The Board considers that only two out of the five Directors are independent directors in accordance
with the ASX Corporate Governance Council’s definition of independence:
Nominations of new Directors are considered by the full Board. If any vacancies arise on the Board, all
directors are involved in the search and recruitment of a replacement. The Board has taken a view that
the full Board will hold special meetings or sessions as required. The Board is confident that this process
for selection, including undertaking appropriate checks before appointing a person, or putting forward
to security holders a candidate for election, and review is stringent and full details of all Directors will be
provided to Shareholders in the annual report and on the Company’s website.
Mr Zane Lewis (Independent Non-Executive Director)
Ms Patricia Sum (Independent Non-Executive Director)
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to
justify the expense of the appointment of additional independent non-executive Directors.
The Board believes that the individuals on the Board can make, and do make, quality and independent
judgements in the best interests of the Company on all relevant issues. Directors having a conflict of
interest in relation to a particular item of business must absent themselves from the Board meeting
before commencement of discussion on the topic.
2.5 The chair of the
board of a listed
entity should be an
independent director.
Mr Sok currently holds the position of Executive Chairman which does not comply with the ASX
Corporate Governance Council’s recommendations.
4.1 The board of a
listed entity should
have an audit
committee of at least
three members that
are non-executive
directors.
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity
to justify the expense of the appointment of additional non-executive Director to satisfy this
recommendation.
7.1 The board of
a listed entity
should have a risk
committee.
The Board has not established a separate Risk Management Committee. However it has established an
Audit and Risk Committee that has assumed the role of a separate Risk Management Committee, and
operates under a charter approved by the Board. The Board is ultimately responsible for risk oversight
and risk management. Discussions on the recognition and management of risks were also considered by
the Board.
While the Board considers the importance of a division of responsibility and independence at the head
of the Company, the existing structure is considered appropriate and provides a unified leadership
structure. Mr Sok has been the major force behind the establishment of the Kingsland Group and its
current growth and direction. The Board considers that, at this stage of the Company’s development,
he is able to bring quality and independent judgement to all relevant issues, and the Company benefits
from his long standing experience of its operations and business relationships.
The Board believes that the individuals on the Audit Committee can make, and do make, quality and
informed judgements in the best interests of the Company on all relevant issues.
37
4. FINANCIAL INFORMATION
4.1INTRODUCTION
The financial information detailed in this Section consists of:
(a)
the notional consolidated statement of comprehensive income for the financial years ended 31 March 2013, 31 March 2014 and
31 March 2015;
(b)
the notional consolidated statement of financial position of the Company and its controlled entities as at 31 March 2015; and
(c)
a pro forma statement of financial position as at 31 March 2015 reflecting the Directors’ pro forma adjustments,
(collectively, the Financial Information).
The Financial Information has been reported on by BDO LLP (Singapore) as detailed in the Investigating Accountant’s Report in
Section 5. Potential investors should note the scope limitations of the Investigating Accountant’s Report (refer to Section 5 for further
information).
Except as specified below, the Financial Information has been prepared and presented in accordance with the recognition and
measurement principles of the Singapore Financial Reporting Standards (FRS) issued by the Singapore Accounting Standards Council,
which are consistent with International Financial Reporting Standards and interpretations issued by the International Accounting
Standards Board.
The Financial Information is presented in an abbreviated form insofar as it does not include all the presentation and disclosures
required by the FRS.
The Company’s significant accounting policies have been consistently applied throughout the respective financial periods as detailed in
Section 4.7.
The information in this Section should also be read in conjunction with the risk factors as detailed in Section 6 and other information
included in this Prospectus.
4.2 NOTIONAL CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
The Company was incorporated on 22 May 2015 as a Singapore registered public company limited by shares.
The notional consolidated statement of comprehensive income for the financial years ended 31 March 2013, 31 March 2014 and 31
March 2015 has been derived from the audited financial statements of the controlled entity, Kingsland Malaysia, which was acquired
by the Company on 25 August 2015 (being a wholly owned subsidiary subsequent to 31 March 2015). The applicable audits were
performed by Reanda LLKG International who issued an unqualified opinion in respect of the applicable financial periods.
38
KINGSLAND GLOBAL LTD
The following is the Company’s notional consolidated statement of comprehensive income for the financial years ended 31 March
2013, 31 March 2014 and 31 March 2015:
2015 20142013
Revenue
Cost of sales
RM RMRM
47,179,38028,902,528
(27,811,116)
(19,117,253)
-
Gross profit
19,368,2649,785,275
-
Other items of income
Interest income
203,041
135,494
98,488
-
85,093
-
Other income
203,041 220,58798,488
Other items of expenses
Administrative expenses
(263,644)
(165,897)
(115,443)
(3,857)
(6,850)
(300)
Other expenses
(425,894)
(388,409)
(340,868)
(693,395) (561,156)(456,611)
Marketing and distribution expenses
Profit/(Loss) before income tax
18,877,910 9,444,706(358,123)
Income tax expense
(4,770,626)
(2,605,439)
-
PROFIT/(LOSS)
14,107,284 6,839,267(358,123)
Other comprehensive income/(loss), net of tax
TOTAL COMPREHENSIVE INCOME/(LOSS)
- -14,107,284 6,839,267(358,123)
Profit/(Loss) attributable to:
Owners of the parent
14,107,284
6,839,267
(358,123)
Total comprehensive income/(loss) attributable to:
Owners of the parent
14,107,284
6,839,267
(358,123)
4.3 NOTIONAL CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION
The pro forma statement of financial position detailed below is derived from the audited financial statements of the controlled entity,
Kingsland Malaysia, which was acquired by the Company on 25 August 2015 (being a wholly owned subsidiary subsequent to 31 March
2015), it includes:
(a)
the pro forma adjustments in respect to the impact of the Offer; and
(b)
adjustments for subsequent events occurring from the date of 31 March 2015.
39
4. FINANCIAL INFORMATION
Details of the pro forma and subsequent event adjustments made to the notional consolidated statement of financial position for the
Company as at 31 March 2015 are detailed in Sections 4.4 and 4.5:
Pro forma after Offer
Note
Pro forma after Offer
Notional Actual
A$10,000,000
Raising
A$10,000,000
Raising
A$11,000,000
Raising
A$11,000,000
Raising
31 March 2015
31 March 2015
31 March 2015
31 March 2015
31 March 2015
RM
RM
A$
RM
A$
Plant and equipment
204,540
204,540
66,656
204,450
66,656
Total non-current
assets
204,540
204,540
66,656
204,450
66,656
(Section
4.6)
ASSETS
Non-current assets
Current assets
Development properties
1
4,229,431
4,229,431
1,378,293
4,229,431
1,378,293
Trade receivables
2
10,662,508
7,272
2,370
7,272
2,370
Other receivables
3
86,050
78,415
25,554
78,415
25,554
Cash and cash equivalents
4
5,480,662
31,142,141
10,148,648
34,061,607
11,100,048
Total current assets
20,458,651
35,457,259
11,554,865
38,376,725
12,506,265
TOTAL ASSETS
20,663,191
35,661,799
11,621,521
38,581,265
12,572,921
EQUITY AND
LIABILITIES
Equity
Share capital
700,000
34,751,494
11,324,869
37,670,960
12,276,269
Retained earnings
5
8,572,554
249,335
81,254
249,335
81,254
Total equity
9,272,554
35,000,829
11,406,123
37,920,295
12,357,523
Current liabilities
Trade payables
6
5,730,680
-
-
-
-
Other payables
7
1,313,391
-
-
-
-
Amount due to the
ultimate holding company
8
306,883
-
-
-
-
4,039,683
660,970
215,398
660,970
215,398
Total current liabilities
11,390,637
660,970
215,398
660,970
215,398
Total liabilities
11,390,637
660,970
215,398
660,970
215,398
TOTAL EQUITY AND
LIABILITIES
20,663,191
35,661,799
11,621,521
38,581,265
12,572,921
Tax payable
The above pro forma statement of financial position is provided for illustrative purposes only and is not represented as being
necessarily indicative of the Company’s view on its future financial position.
40
KINGSLAND GLOBAL LTD
4.4 SUBSEQUENT EVENT ADJUSTMENTS
The pro forma statement of financial position presented in Section 4.4 reflects the following events that have occurred subsequent to
the period ended 31 March 2015:
(a)
incorporation of the Company for one share at A$1.00 per Share;
(b)
share issue of 143,500,000 Shares at A$0.0000010 per Share;
(c)
a pre-Offer capital raising whereby the Company issued 2,000,000 Shares at A$0.20 per Share, raising A$400,000 for the
Company;
(d)
dividend payments of RM3,920,000 to the previous shareholders of Kingsland Malaysia between 31 March and 25 August 2015;
(e)
cash flow realisation of working capital balance sheet items in Kingsland Malaysia between 31 March 2015 and 25 August 2015
as follows:
(i)
cash receipt of RM10,662,871 in respect of trade and other receivables;
(ii)
payment of RM7,044,071 in respect of trade and other payables;
(iii)
payment of RM306,883 in respect of amount due to the ultimate holding company; and
(iv)
payment of RM3,378,713 in respect of tax payable,
which resulted in a decrease in cash and cash equivalents by RM66,796; and
(f)
as part of the pre-Offer restructure of the Kingsland Singapore Group (refer to Section 2.1), in consideration for the acquisition
of Kingsland Malaysia, the Company issued 204,499,999 Shares to the vendor shareholders of Kingsland Malaysia at a deemed
value of RM5,103,219.
4.5 ASSUMPTIONS USED IN COMPILING THE PRO FORMA STATEMENT OF FINANCIAL POSITION
The pro forma statement of financial position presented in Section 4.3 reflects the subsequent events detailed in Section 4.4 and the
following transactions and events relating to the issue of Shares under this Prospectus:
(a)
the impact of the Offer of 50,000,0000 Shares at an issue price of $0.20 each to raise A$10,000,000 (before estimated costs
of A$738,320) which is the minimum subscription level for the Offer. Oversubscriptions of up to a further 5,000,000 Shares to
raise up to a further A$1,000,000 (before estimated additional costs of A$48,600) may be accepted; and
(b)
an applied exchange rate of A$1.00 to RM3.0686 (extracted from Reserve Bank of Australia as at 19 October 2015).
Details of the pro forma adjustments made to the notional consolidated statement of financial position for the Company as at 31
March 2015 are set out in Section 4.6 below.
4.6 NOTES TO AND FORMING PART OF THE PRO FORMA STATEMENT OF FINANCIAL POSITION
Note 1. Development Properties
Pro forma after Offer
Notional A$10,000,000 A$10,000,000
Actual
Raising Raising
Pro forma after Offer
A$11,000,000 A$11,000,000
Raising
Raising
2015 2015 2015
20152015
RM RM A$ RMA$
Completed properties held for sale
4,229,431
4,229,431
1,378,293
4,229,431
1,378,293
Development properties recognised
as an expense in cost of sales
27,811,116
27,811,116
9,063,128
27,811,116
9,063,128
41
4. FINANCIAL INFORMATION
Note 2. Trade receivables
Pro forma after Offer
Pro forma after Offer
Notional A$10,000,000 A$10,000,000
Actual
Raising Raising
A$11,000,000 A$11,000,000
Raising
Raising
2015 2015 2015
20152015
RM RM A$ RMA$
Third parties
1,567,803
7,272
2,370
7,272
2,370
Accrued billings in respect
of development properties
9,094,705
-
-
-
-
10,662,508
7,272 2,370
7,2722,425
Trade receivables are denominated in RM.
Note 3. Other receivables
Pro forma after Offer
Third parties
Interest receivable
Pro forma after Offer
Notional A$10,000,000 A$10,000,000
Actual
Raising Raising
A$11,000,000 A$11,000,000
Raising
Raising
2015 2015 2015
20152015
RM RM A$ RMA$
485
-
-
-
-
5,595
1,445
471
1,445
471
Deposit
79,970
76,970 25,083
76,97025,083
86,050
78,415 25,554
78,41525,554
Other receivables are denominated in RM.
Note 4. Cash and cash equivalents
Pro forma after Offer
Pro forma after Offer
Notional A$10,000,000 A$10,000,000
Actual
Raising Raising
A$11,000,000 A$11,000,000
Raising
Raising
2015 2015 2015
20152015
RM RM A$ RMA$
Encumbered bank fixed deposits
334,670
-
-
-
-
Unencumbered bank fixed deposits
161,163
-
-
-
-
Short term deposits
3,649,216
396,231
129,124
396,231
129,124
Cash and bank balances
1,335,613
30,745,910
10,019,524
33,665,376
10,970,924
5,480,662
31,142,141 10,148,648 34,061,60711,100,048
The encumbered bank fixed deposits were pledged to a bank to secure credit facilities granted to the Kingsland Global Group. The
average interest rate for bank fixed deposits is (2015 Notional Actual: 3.05%) per annum and has a maturity of (2015 Notional Actual:
1 year). In September 2014, the credit facilities had been fully settled and cancelled. As at 31 March 2015, the respective guarantors
had been discharged of their obligations but the legal charges and debenture had yet to be discharged pending the finalisation of the
discharge documentations by the relevant parties. As at the investigating accountant report date, the legal charges and debenture had
been fully discharged.
The unencumbered bank fixed deposits bear interest at an average rate of (2015 Notional Actual: 2.95%) per annum and are for a
tenure of approximately (2015 Notional Actual: 30 days).
The short term deposits bear interest at an average rate of (2015 Notional Actual: 3.0%) per annum and are for a tenure of
approximately (2015 Notional Actual: 1 day).
42
KINGSLAND GLOBAL LTD
Pro forma after Offer
Pro forma after Offer
Notional A$10,000,000 A$10,000,000
Actual
Raising Raising
A$11,000,000 A$11,000,000
Raising
Raising
2015 2015 2015
20152015
RM RM A$ RMA$
Current
Cash at bank and on hand
5,480,662
31,142,141
10,148,648
34,061,607
11,100,048
The movements in cash
at bank are as follows:
Actual – 31 March 2015
5,480,662
1,786,046
5,480,662
1,786,046
Initial issue of shares in the Company
444
145
444
145
Pre-Offer capital raising whereby the
Company issued 2,000,000 shares at A$0.20
per share, raising A$400,000 for the Company
1,227,440
400,000
1,227,440
400,000
Cash dividend payments
(3,920,000)
(1,277,455)
(3,920,000)
(1,277,455)
Cash flow realisation of working capital
balance sheet items in Kingsland Malaysia
between 31 March and 25 August 2015 (66,796)
(21,768)
(66,796)
(21,768)
Issue of shares pursuant to the Offer 30,686,000
10,000,000
33,754,600
11,000,000
Cash costs of the Offer
(2,265,609)
(738,320)
(2,414,743)
(786,920)
31,142,141 10,148,648 34,061,60711,100,048
Note 5. Share Capital
Pro forma adjustments
Notional
Actual
Issued and fully paid shares
A$10,000,000
Raising
Number of
Shares
Pro forma adjustments
A$10,000,000
Raising
A$10,000,000
Raising
2015
2015
RM
700,000
A$11,000,000
Raising
Number of
Shares
A$11,000,000
Raising
A$11,000,000
Raising
2015
2015
2015
RM
A$
RM
A$
34,751,494
11,324,869
37,670,960
12,276,269
444
145
2,000,000
1,227,440
400,000
1,663,044 204,499,999
5,103,219
1,663,044
Movements during the period
Ordinary issued and paid up share
capital
Initial issue of shares inthe Company
Pre-Offer capital raising whereby the
Company issued 2,000,000 shares at
A$0.20 per share, raising A$400,000
for the Company
Shares issued to the previous
shareholders of Kingsland Malaysia
(deemed cost of acquisition)
Shares issued pursuant to the Offer
Cash costs of the Offer
143,500,001
444
145 143,500,001
2,000,000
1,227,440
204,499,999
5,103,219
50,000,000
30,686,000
10,000,000
55,000,000
33,754,600
11,000,000
-
(2,265,609)
(738,320)
-
(2,414,743)
(786,920)
400,000,000
34,751,494
11,324,869 405,000,000
37,670,960
12,276,269
400,000
43
4. FINANCIAL INFORMATION
Note 6. Trade payables
Pro forma after Offer
Related parties
Pro forma after Offer
Notional A$10,000,000 A$10,000,000
Actual
Raising Raising
A$11,000,000 A$11,000,000
Raising
Raising
2015 2015 2015
20152015
RM RM A$ RMA$
5,730,680
-
-
-
-
The trade payables due from related parties are denominated in RM, unsecured, interest-free, repayable on demand and are to be
settled in cash, unless otherwise stated.
Note 7. Other payables
Pro forma after Offer
Third parties
Pro forma after Offer
Notional A$10,000,000 A$10,000,000
Actual
Raising Raising
A$11,000,000 A$11,000,000
Raising
Raising
2015 2015 2015
20152015
RM RM A$ RMA$
1,145,645
-
-
-
-
Other related parties
92,836
-
-
-
-
Accrued expenses
74,910
-
-
-
-
1,313,391 - -
--
Other payables are denominated in RM. The amounts due from other related parties are unsecured, interest-free, repayable on
demand and are to be settled in cash, unless otherwise stated.
Note 8. Amount due to the ultimate holding company
Kingsland Malaysia was a wholly-owned subsidiary of Kingsland Development prior to the restructuring exercise on 25 August
2015. Subsequent to the restructuring exercise, Kingsland Malaysia became a wholly-owned subsidiary of Kingsland Global Group.
Correspondingly, Kingsland Global Group became a subsidiary of Kingsland Development whereby the latter owned 52% or 51% of
the former after raising A$10,000,000 or A$11,000,000 respectively.
Kingsland Malaysia owed Kingsland Development RM306,883 as at 31 March 2015. This amount was fully settled as at the date of this
report.
Pro forma after Offer
Other payable
Pro forma after Offer
Notional A$10,000,000 A$10,000,000
Actual
Raising Raising
A$11,000,000 A$11,000,000
Raising
Raising
2015 2015 2015
20152015
RM RM A$ RMA$
306,883
-
-
-
The amount due to the ultimate holding company is denominated in RM, unsecured, interest-free and with no fixed terms of
repayment.
44
KINGSLAND GLOBAL LTD
-
4.7 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in the preparation of the historical financial information included in this Section are as follows.
(a)
Basis of preparation of historical financial information
The notional consolidated financial statements have been drawn up in accordance with the provisions of the Companies Act and
FRS including related Interpretations of FRS and are prepared under the historical cost convention, except as disclosed in the
accounting policies below.
The individual financial statements of each Kingsland Global Group entity are measured and presented in the currency of
the primary economic environment in which the entity operates (its functional currency). The notional consolidated financial
statements of the Kingsland Global Group are presented in RM which is the functional currency of the Kingsland Global Group
and the presentation currency for the notional consolidated financial statements.
(b)
Basis of consolidation
The notional consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.
Subsidiaries are entities over which the Kingsland Global Group has control. The Kingsland Global Group controls an investee if
the Kingsland Global Group has power over the investee, exposure to variable returns from the investee, and the ability to use
its power to affect those variable returns. Control is reassessed whenever the facts and circumstances indicate that there may
be a change in any of these elements of control.
Subsidiaries are consolidated from the date on which control is attained by the Kingsland Global Group up to the effective date
on which control is lost, as appropriate.
Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are
eliminated on consolidation. Unrealised losses may be an impairment indicator of the asset concerned.
The financial statements of the subsidiaries are prepared for the same reporting financial years as that of the Company, using
consistent accounting policies. Where necessary, accounting policies of subsidiaries are realigned to ensure consistency with the
policies adopted by other members of the Kingsland Global Group.
(c)
Revenue recognition
Revenue is measured at fair value of the consideration received or receivable. Revenue is presented net of estimated customer
returns, other similar allowances and sales related taxes.
Sales of properties
Where property is under development and agreement has been reached to sell such property when construction is complete,
the Directors consider whether the contract comprises:
(i)
a contract to construct a property; or
(ii)
a contract for the sale of a completed property.
When a contract is judged to be for the construction of a property, revenue is recognised using the percentage of completion
method as construction progresses. Where the contract is judged to be for the sale of completed property, revenue is recognised
when the significant risks and rewards of ownership of the real estate have been transferred to the buyer. If, however, the legal
terms of the contract are such that the construction represents continuous transfer of work-in-progress to the purchaser, the
percentage of completion method of revenue recognition method is applied and revenue is recognised as work progresses.
Revenue from sales of development properties is recognised using the percentage of completion method when the Kingsland
Global Group determines that (a) control and the significant risks and rewards of ownership of the work-in-progress transfer to
the buyer in its current state as construction progresses, (b) sales price is fixed and collectible, (c) the percentage of completion
can be measured reliably, (d) there is no significant uncertainty as to the ability of the Kingsland Global Group to complete the
development, and (e) costs incurred or to be incurred can be measured reliably.
The percentage of completion is measured by reference to the proportion of direct development costs incurred to date against
the total estimated direct development cost where the financial outcome of the project can be reliably estimated.
45
4. FINANCIAL INFORMATION
Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is
recognised only to the extent of property development costs incurred that is probable will be recoverable, and property
development costs on properties sold are recognised as an expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an
expense immediately.
Interest income
Interest income is recognised on time proportion basis taking account of the effective yield on the underlying asset.
(d)Taxes
46
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current income tax
The tax currently payable is based on taxable profit for the financial year. Taxable profit differs from profit reported as profit or
loss because it excludes items of income or expense that are taxable or deductible in others and it further excludes items that
are not taxable or tax deductible. The Kingsland Global Group’s liability for current tax is recognised at the amount expected
to be paid or recovered from the taxation authorities and is calculated using tax rates (and tax laws) that have been enacted or
substantively enacted in countries where the Company and its subsidiaries operate by the end of the financial year.
Current income taxes are recognised in profit or loss, except to the extent that the tax relates to items recognised outside profit
or loss, either in other comprehensive income or directly in equity.
Deferred tax
Deferred tax is recognised on all temporary differences between the carrying amounts of assets and liabilities in the notional
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Kingsland Global Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each financial and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset realised
based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the financial year.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Kingsland
Global Group expects to recover or settle its assets and liabilities, except for investment properties at fair value which are
presumed to be recovered through sale.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Kingsland Global Group
intends to settle its current tax assets and liabilities on a net basis.
Deferred tax is recognised in profit or loss, except when it relates to items recognised outside profit or loss, in which case the
tax is also recognised either in other comprehensive income or directly in equity, or where it arises from the initial accounting
for a business combination. Deferred tax arising from a business combination, is taken into account in calculating goodwill on
acquisition.
KINGSLAND GLOBAL LTD
(e)
Plant and equipment
All items of plant and equipment are initially recognised at cost. The cost includes its purchase price and any costs directly
attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner
intended by management. Dismantlement, removal or restoration costs are included as part of the cost if the obligation for
dismantlement, removal or restoration is incurred as a consequence of acquiring or using the plant and equipment.
Subsequent expenditure on an item of plant and equipment is added to the carrying amount of the item if it is probable that
future economic benefits associated with the item will flow to the Kingsland Global Group and the cost can be measured
reliably. All other costs of servicing are recognised in profit or loss when incurred.
Plant and equipment are subsequently stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction,
over their estimated useful lives, using the straight-line method, on the following bases:
Office equipment
Furniture and fittings
Electrical installation
10%
10%
10%
Renovations10%
The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate that
the carrying value may not be recoverable.
The estimated useful lives, residual values and depreciation methods are reviewed, and adjusted as appropriate, at the end of
each financial year.
An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use
or disposal.
The gain or loss arising on disposal or retirement of an item of plant and equipment is determined as the difference between the
sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Any amount in the revaluation reserve
relating to that asset is transferred to retained earnings directly.
(f)
Development properties
Development properties are held or developed for sale in the ordinary course of business, rather than to be held for the
Kingsland Global Group’s own use, rental or capital appreciation. Development properties are held as inventories and are
measured at the lower of cost and net realisable value.
The costs of the development properties include:
(i)
freehold and leasehold rights for land;
(ii)
amounts paid to contractors for construction; and
(iii)
borrowing costs, planning and design costs, costs of site preparation, professional fees for legal services, property
transfer taxes, construction overheads and other related costs.
Net realisable value is the estimated selling price in the ordinary course of the business, based on market prices at the end of
the reporting period and discounted for the time value of money if material, less the estimated costs of completion and the
estimated costs necessary to make the sale.
The costs of inventory recognised in profit or loss on disposal is determined with reference to the specific costs incurred on the
property sold and an allocation of any non-specific costs based on the relative size of the property sold.
The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued billings within trade
receivables and the excess of billings to purchasers over revenue recognised in the income statement is classified as progress
billings received within trade payables.
47
4. FINANCIAL INFORMATION
(g)
Impairment of non-financial assets
At the end of the financial year, the Kingsland Global Group reviews the carrying amounts of its non-financial assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not
possible to estimate the recoverable amount of an individual asset, the Kingsland Global Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately
in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.
A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
(h)
Financial instruments
Financial assets and financial liabilities are recognised on the statements of financial position when the Kingsland Global Group
becomes a party to the contractual provisions of the instrument.
Financial assets
Financial assets are classified into the following specified categories: financial assets at fair value through profit or loss, and loans
and receivables. The classification depends on the nature and purpose for which these financial assets were acquired and is
determined at the time of initial recognition.
All financial assets are initially recognised at fair value, plus transaction costs, except for those financial assets classified as at fair
value through profit or loss, which are initially recognised at fair value.
Loans and receivables
Non-derivative financial assets which have fixed or determinable payments which are not quoted in an active market are
classified as loans and receivables. Loans and receivables are measured at amortised cost, using the effective interest method,
less impairment. Interest is recognised by applying the effective interest rate, except for short-term receivables when the
recognition of interest would be immaterial.
The Kingsland Global Group’s loans and receivables in the statements of financial position comprise trade receivables, other
receivables, fixed deposits, and cash and cash equivalents.
48
Impairment of financial assets
Financial assets, other than fair value through profit or loss (FVTPL), are assessed for indicators of impairment at the end of
financial year. Financial assets are impaired where there is objective evidence that the estimated future cash flows of the assets
have been impacted.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying
amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
The carrying amounts of all financial assets are reduced by the impairment loss directly with the exception of trade receivables
where the carrying amount is reduced through the use of an allowance account. Changes in the carrying amount of the
allowance account are recognised in profit or loss.
KINGSLAND GLOBAL LTD
With the exception of available-for-sale equity instruments, if, in a subsequent year, the amount of the impairment loss
decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the
previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the asset at the
date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been
recognised.
In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss is recognised
directly in equity, except for impairment losses on equity instruments at cost which are not reversed.
De-recognition of financial assets
The Kingsland Global Group derecognises a financial asset only when the contractual rights to the cash flows from the asset
expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On de-recognition, any difference between the carrying amount and the sum of proceeds received and amounts previously
recognised in other comprehensive income is recognised in profit or loss.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Kingsland Global Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Kingsland Global Group after
deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. The Kingsland
Global Group classifies ordinary shares as equity instruments.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading, including
derivatives not designated and effective as a hedging instrument; or it is designated as such upon initial recognition. The
Kingsland Global Group has not designated any financial liabilities as FVTPL upon initial recognition.
Other financial liabilities
Trade payables and other payables
Trade payables and other payables, excluding advances received, are initially measured at fair value, net of transaction costs, and
are subsequently measured at amortised cost, where applicable, using the effective interest method.
De-recognition of financial liabilities
The Kingsland Global Group derecognises financial liabilities when, and only when, the Kingsland Global Group’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount and the consideration paid is recognised in
profit or loss.
(i)
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand, demand deposits and other short-term
highly liquid investments which are readily convertible to known amounts of cash and are subject to insignificant risk of changes
in value.
(j)Provisions
Provisions are recognised when the Kingsland Global Group has a present legal or constructive obligation as a result of a past
event, it is probable that the Kingsland Global Group will be required to settle the obligation, and a reliable estimate can be
made of the amount of the obligation.
49
4. FINANCIAL INFORMATION
50
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at
the end of the financial year, taking into account the risks and uncertainties surrounding the obligation. Where a provision is
measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash
flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably. The increase in the provision due to the passage of time is recognised in the statement of
comprehensive income as finance expense.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss when the
changes arise.
(k)
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Kingsland Global Group’s accounting policies, management made judgements, estimates and
assumptions about the carrying amounts of assets and liabilities that were not readily apparent from other sources. The
estimates and associated assumptions were based on historical experience and other factors that were considered to be
reasonable under the circumstances. Actual results may differ from these estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and
future years if the revision affects both current and future years.
The management is of the opinion that there is no critical judgement (other than those involving estimates) that has a significant
effect on the amounts recognised in the notional consolidated financial statements.
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the financial year, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year, are discussed below.
(l)
Impairment of loans and receivables
The Kingsland Global Group assesses at the end of each reporting year whether there is any objective evidence that a financial
asset is impaired. To determine whether there is objective evidence of impairment, the Kingsland Global Group considers
factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in
payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical
loss experience for assets with similar credit risk characteristics. There was no impairment loss recognised during the financial
year. The carrying amount of the Company’s Global Group’s receivables at the end of the reporting year is disclosed in Notes 2
and 3 to the notional consolidated financial statements in Section 4.6.
KINGSLAND GLOBAL LTD
5. INVESTIGATING ACCOUNTANT’S REPORT
51
5. INVESTIGATING ACCOUNTANT’S REPORT
52
KINGSLAND GLOBAL LTD
53
5. INVESTIGATING ACCOUNTANT’S REPORT
54
KINGSLAND GLOBAL LTD
6. RISK FACTORS
The Shares are considered highly speculative. An investment in the Company is not risk free. The proposed future activities of the
Company are subject to a number of risks and other factors which may impact its future performance. Some of these risks can be
mitigated by the use of safeguards and appropriate controls. However, many of the risks are outside the control of the Directors and
management of the Company and cannot be mitigated.
The risks described in this Section 6 is not an exhaustive list of the risks faced by the Company or by investors in the Company. It should
be considered in conjunction with other information in this Prospectus. The risk described in, and others not specifically referred to,
this Section 6 may in the future materially affect the financial performance of the Company and the value of the Shares offered under
this Prospectus. The Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends,
return of capital or the market value of those securities. The risk described in this Section 6 also necessarily include forward looking
statements. Actual events may be materially different to those described and may therefore affect the Company in a different way.
Investors should be aware that the performance of the Company may be affected and the value of its Shares may rise or fall over
any given period. None of the Directors or any person associated with the Company guarantee the Company’s performance,
the performance of the Shares the subject of the Offer or the market price at which the Shares will trade. The Directors strongly
recommend that potential investors consider the risks detailed in this Section 6, together with information contained elsewhere in this
Prospectus, and consult their professional advisers, before they decide whether or not to apply for Shares.
6.1 COMPANY SPECIFIC RISKS
(a)
Development and Operational Risk
The Company’s business is to identify, evaluate and undertake property development which have a number of inherent risks (in
addition to those associated with property development and real estate investment generally) including:
(i)
appropriate planning consents not being obtained or, if obtained are not properly adhered to;
(ii)
development costs escalate beyond those originally anticipated;
(iii)
delays due to factors beyond the Company’s control;
(iv)
any property development manager or subcontractor appointed to manage or undertake any services in respect to any
of the Company’s property developments does not perform their role to a satisfactory standard or acts or fails to act in
breach of contract;
(v)
failures in internal controls;
(vi)
competing property developments adversely affect the overall return achieved by a particular property development
undertaken by the Company because they provide competitive alternatives for potential purchasers and potential
lessees;
(vii)
post-completion warranty claims against the Company;
(viii)
market conditions change during any property development;
(ix)
adverse weather conditions;
(x)
natural disasters;
(xi)
industrial and environmental disputes or accidents; and
(xii)
unexpected shortages in, or increase in the costs of, labour, consumables or plant or equipment.
To the extent that such risks may be within the control of the Kingsland Global Group, the Kingsland Global Group will mitigate
them through management and supervision controls. Although some of these risks can be mitigated, it is not possible to remove
entirely the risks inherent in property development. All of the above factors may affect the earnings of the Company and the
market price of the Company’s shares.
The Company’s business is dependent on the continued and uninterrupted co-ordination of its project teams across multiple
jurisdictions. If any member of a project team does not fulfil its responsibilities, construction or development timeframes could
be delayed. Such delays could have an adverse effect on the Company’s financial performance or financial position.
55
6. RISK FACTORS
(b)
Property Valuations
Valuations ascribed to property will be influenced by a number of on-going factors including but not limited to:
(i)
prevailing market conditions;
(ii)
risk appetite;
(iii)
volume of sales;
(iv)
fluctuating occupancy levels;
(v)
pricing of competing properties;
(vi)
increased competition from new or existing properties; and
(vii)
increases in supply of or falls in demand for property.
The value of, and returns from, properties the subject of the Company’s property developments may fluctuate depending on
property market conditions. Demand for property may change as investor preferences for particular sectors and asset classes
change over time and can be influenced by general economic factors such as interest rates and industry cycles.
From time to time, unanticipated events occur that affect the value of land which may in turn affect the financial returns from
property development and real estate related businesses. For example, land resumption, major infrastructure requirements or
unanticipated environmental issues may affect financial returns.
Property values may fall, and they may fall quickly, if the underlying assumptions on which the property valuations are based
differ in the future. As changes in valuations of the properties are recorded in the Company’s income statement, any decreases
in value will have a negative impact on the income statement.
(c)Funding
The Company’s business is dependent on obtaining financing to identify, evaluate and undertake property development in Asia
and Australia.
The Company’s future capital requirements will depend on many factors including its business development activities. The
Company believes its available cash and the net proceeds of this Offer should be adequate to fund its business activities for the
two years following Admission as stated in Section 1.6.
However, should the Company require additional funding there can be no assurance that any such equity or debt funding will be
available to the Company on favourable or acceptable terms, or at all. The amount and timing of such additional funding will vary
principally on the availability of investment opportunities.
The Company’s ability to raise capital from either debt or equity markets on favourable terms for future activities cannot be
guaranteed and is dependent on a number of factors, including:
56
(i)
the general economic climate;
(ii)
the state of debt and equity capital markets; and
(iii)
the Company’s performance, reputation and financial strength.
A lack of or increased cost of capital could impact the Company’s funding costs and therefore impact the Company’s earnings.
Any inability to obtain additional finance, if required may:
(i)
mean that the Company is not be able to take advantage of opportunities or otherwise respond to competitive
pressures; or
(ii)
have a material adverse effect on the Company’s business and its financial condition and performance.
Loan agreements and debt facilities entered into by the Company may contain covenants, undertakings and other provisions
which, if breached may entitle lender to accelerate repayment of loans and there is no assurance that the Company would be
able to repay such loans in the event of an acceleration. Further, enforcement of any security granted by the Company or default
under a loan agreement or debt facility may adversely affect the Company’s strategy or financial performance or position.
KINGSLAND GLOBAL LTD
(d)
Disposal or Acquisition Risk
The Company’s growth potential is limited by risks associated with the Company not being able to dispose of or acquire land
and properties on appropriate terms. The Company’s failure to deliver or effectively execute its business strategy including its
acquisitions or disposal of land and properties or its failure to redefine its strategy to meet changing conditions could adversely
affect the Company’s financial performance or financial condition.
The Company will endeavour to do all reasonable and necessary due diligence when identifying, evaluating or undertaking
property development. However there is a risk that potential issues are uncovered subsequent to due diligence and those risks
cannot be fully mitigated by the warranties and indemnities in the sale and purchase agreements for those acquisitions. There
can be no assurance that any future acquisitions or disposals will enhance the investment returns for Shareholders.
(e)
Capital Expenditure Requirements
While the Company intends to undertake reasonable due diligence investigations prior to undertaking any property
development either on its own account or via joint venture arrangements with third party landowners, there can be no
assurance that unforeseen capital expenditure or other costs will not arise.
An increase in capital expenditure may require additional funding, or sales of existing properties or assets, which may impact the
Company’s financial performance or position.
(f)
Property Liquidity
The Company will invest in assets that are not listed on a stock exchange or for which there are only a limited number of
potential investors. As a consequence, the realisable value of an asset may be less than its expected value and divestment of the
asset at such time may adversely affect shareholder returns.
(g)
Implementation of Future Plans and Growth Strategies
The Company’s future plans and growth strategies are detailed in Section 2.5 , and involve numerous risks, including but not
limited to, the incurrence of working capital requirements. In addition, the Company’s ability to grow its business is expected to
be dependent on the its ability to:
(i)
identify further commercial or industrial real estate development locations and opportunities;
(ii)
apply or adapt its real estate development business model to those new locations and opportunities and changing
market trends; and
(iii)
successfully complete any future property development in accordance with its future plans and growth strategies.
There is a risk that:
(iv)
the Company may not be able to successfully execute its growth strategies; or
(v)
the implementation of its growth strategies will interrupt and have a negative impact on the Company’s business.
The Company cannot guarantee that its growth strategies will generate the full benefits anticipated.
Further, the Company’s future plans and growth strategies (refer to Section 2.5) will also require substantial capital expenditure
and financial resources. There is no assurance that these strategies and plans will achieve revenue that will be commensurate
with the Company’s investment costs, or that the Company will be successful in securing more property development. If the
Company fails to achieve a sufficient level of revenue or fail to manage costs efficiently, the Company will not be able to recover
their investment and the Company’s future financial performance and financial condition would be adversely affected
(h)
Management Capability and Loss of Key Management Personnel
The success and profitability of the Company’s business will largely depend on the Executive Directors and the management
team’s abilities, leadership, institutional knowledge and relationships. The Company is exposed to the risk that the Executive
Directors and the management team may fail to identify or make suitable decisions or fail to manage the Company’s property
developments in such a manner as to enable to Company to realise a gain on its investments.
Further, the Company’s success will also depend on the continued performance, efforts, abilities and expertise of its key
management personnel, as well as other management and technical personnel engaged on a contractual basis. The loss of
57
6. RISK FACTORS
services of any of its key management personnel and the Company’s inability to replace them could have a material adverse
impact on the Company’s ability to successfully implement the Company’s business strategy.
6.2 INDUSTRY SPECIFIC RISKS
(a)
Property Market Risk
Investors will be exposed indirectly to property market risk. The value of the Company’s interests in real property assets
underlying its property developments will be highly sensitive to a broad range of market conditions in the location of the assets.
General economic and regulatory factors and the level of activity in a number of industries, principally the property industry
which are beyond the control of the Company and the management of the Company, may also impact on property market
conditions.
(b)Competition
The Company is subject to competition from other property developers in Asia. A number of factors, including any one or more
of the following, could increase the market share of any of those competitors relative to the Company’s share and materially
affect the Company’s financial performance and position:
(i)
acquiring or developing technologies which give them a competitive advantage;
(ii)
lowering prices;
(iii)
increasing scale or range of products or services; or
(iv)
undertaking strategic moves to combine or consolidate their business.
(c)
Financial and Interest Rate Risks
The Company may use leverage to maintain an optimal capital structure for its property developments or future plans and
growth strategies (refer to Section 2.5). The use of leverage may enhance returns and enable a broader range of investments
to be made. However it will increase the Company’s exposure to financial and interest rate risks. Those risks may result in the
negative performance of investments and a reduction in the underlying value of the Company and its Shares. As such, the
achievement of the Company’s investment objectives cannot be guaranteed.
(d)Dilution
Investors may be diluted by future capital raisings by the Company. Shares may be issued to finance the Company’s future
plans and growth strategies (refer to Section 2.5), supplement working capital or pay down debt which may, under certain
circumstances, dilute the value of Shareholders’ interests. This risk particularly arises if existing Shareholders elect to
particulate in future Share issues and minority Shareholders are unwilling or are unable to participate in those raisings. In such
circumstances, minority Shareholders would be further diluted.
Where possible, the Company will endeavour to ensure when raising equity that the benefit to investors of acquiring the
relevant assets or reducing gearing is greater than the impact caused by the dilution associated with a capital raising.
6.3 OTHER COMPANY SPECIFIC RISKS
58
(a)
Liquidity Risk and other Risks associated with existing Shareholders retaining a Significant Shareholding
The Shares to be issued pursuant to this Prospectus will comprise 12.5% or 13.58% (if the Company accepts the maximum
number of oversubscriptions) of the Company’s issued share capital.
After the Offer is completed, the existing Shareholders will hold approximately 87.5% or 86.42% of the total Shares on issue and
will continue to exert significant influence over the Company including in relation to the election of Directors, the appointment
of new management and the potential outcome of matters submitted to the vote of Shareholders. There is a risk that the
interests of the existing Shareholders may be different from the interests of investors who apply for Shares pursuant to this
Prospectus.
KINGSLAND GLOBAL LTD
There is also a risk that:
(i)
the continued shareholding of the existing Shareholders, in particular until the end of the escrow period, may cause or
contribute to a limited liquidity in the market for Shares, which could affect the market price at which other Shareholders
are able to sell; and
(ii)
any sale of Shares in the future by existing Shareholders could adversely affect the market price of the Shares not that any
such sale is presently expected.
There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will
increase. There is no guarantee that there will be an on-going liquid market for the Company’s Shares. Accordingly, there is a risk
that, should the market for the Company’s Shares become illiquid, Shareholders will be unable to realise their investments in the
Company.
(b)
Brand Name Risk
The “Kingsland” brand is a key aspect of the business and the growth of the Kingsland Global Group’s business is dependent
on market aware of its brand. The “Kingsland” reputation and value of the brand may be adversely affected by a number of
factors including (but not limited to) disputes or litigation with third parties and adverse media coverage (including social media).
Erosion in the “Kingsland” reputation or value of the brand may adversely affect the Company’s financial performance or
position.
(c)
Intellectual Property
The Kingsland Global Group’s trademarks, trade names, copy rights, trade secrets and other intellectual property rights are
important to its success and unauthorised use of any of the Kingsland Global Group’s intellectual property rights may adversely
affect its business and reputation. There can be no assurances that the Kingsland Global Group will be able to:
(i)
register or other protect new intellectual property it develops in the future; or
(ii)
prevent the unauthorised use of its intellectual property.
Failure to adequately protect the Kingsland Global Group’s intellectual property rights could adversely affect its financial
performance or financial condition.
(d)Insurance
The Company may face the risk of loss or damage to their properties and machinery due to fire, theft, and natural disasters such
as earthquakes and floods. Such events may cause disruption or cessation in the Company’s operations, and adversely affect the
Company’s business operations, financial performance and financial condition.
The Company maintains insurance policies which it believes to be consistent with industry practice and adequate having regard
to its business and future plans and growth strategies. However, the Company’s insurance policies may not be sufficient to
cover all potential losses. In the event that its loss exceeds the insurance coverage or is not covered by the insurance policies that
the Company have taken up, the Company may be liable to cover the shortfall of the amounts claimed, which may adversely
affect the Company’s financial performance or financial condition.
(e)
Permits and Licences
The Company requires several statutory and regulatory permits, consents and approvals to operate its business. Many of these
permits, consents and approvals are granted for fixed periods of time after the expiry of which these need to be renewed.
(f)
Regulatory Risks
The Kingsland Global Group operates in a wide range of jurisdictions (including Malaysia and Cambodia) and is subject to a
range of legal, tax and industry compliance requirements that are constantly changing. The Kingsland Global Group is exposed
to the risks posed by current and potential future regulations and legislation that apply to the industry in which it operates.
There is a risk that any new or changed regulations or compliance criteria could limit the Company’s ability to conduct business
in a jurisdiction or result in the Company failing to comply in some respect or require the Company to increase its spending on
regulatory or industry compliance, making it less competitive.
59
6. RISK FACTORS
60
There is also a risk that if the Company fails to comply with these laws, regulations and industry compliance standards, this may
result in:
(i)
significant increased compliance costs;
(ii)
cessation of certain business activities or the ability to conduct business in certain geographies;
(iii)
increased complexity for developments;
(iv)
forfeiture of assets; or
(v)
criminal or civil litigation,
all of which will have a materially adverse impact on the Company’s revenue and profitability.
(g)
Country Risk
The Company’s business is dependent on the continued expansion of the economies in which it operates. The property
development market in each of these countries will be adversely affected by political, economic, regulatory, social or diplomatic
developments affecting the respective property sectors generally. Changes in inflation, interest rates, taxation or other
regulatory, economic, social or political factors affecting the cities where the Company’s property developments are located or
any adverse developments in the supply, demand and prices in the property sector, may have an adverse effect on the business.
The Company’s business is also subject to the cyclical nature of the property industry and as such, any downturn in real estate
development markets in countries in which the Company operates will materially and adversely affect business operations,
financial performance and financial conditions.
(h)
Enforcement of Contracts in Foreign Jurisdictions
The Company may, from time to time and as part of its business, enter into contracts which are be governed by the laws of
countries other than Singapore and Australia.
If a contractual dispute results in court action or the Company is required to enforce its rights, the procedure of the courts and
the legal systems in the various foreign jurisdictions may be different from those in Singapore and Australia and result in risks
such as:
(i)
political difficulties in obtaining effective legal redress in the courts;
(ii)
a higher degree of discretion on the part of government authorities;
(iii)
lack of political or administrative guidance on implementing applicable rules and regulations;
(iv)
inconsistencies or conflicts between and within various laws, regulations, degrees and orders; or
(v)
relative inexperience of the judiciary and courts in such matters.
Refer to Sections 6.5(d) and 6.5(e) for details of risks associated with the Cambodian legal system and the enforcement of
judgments in Cambodia.
(i)
Litigation risk
The Company may be the subject of complaints from, or legal proceedings by, government agencies or other third parties.
While the Company has in place professional indemnity insurance, certain events may not be covered by such insurance or the
claims may be in excess of the insured amount.
As at the date of this Prospectus, the Company and the Directors are not aware of any uninsured claims or legal proceedings of a
material nature against the Company or any member of the Kingsland Global Group.
(j)
Occupational Health and Safety
Due to the nature of the industry in which the Company operates, there is a potential risk to the health and safety of the
Company’s employees and contractors, the Company’s clients and members of the public.
If the Company does not comply with its health and safety obligations, it could be subject to a range of enforcement activities,
including directions to take remedial action, criminal prosecution or fines, if convicted.
KINGSLAND GLOBAL LTD
A health and safety incident has the potential to damage Kingsland Global Group’s reputation and brand, which in turn could
adversely affect the Company’s financial performance or position.
(k)
Reliance on Relationships and Alliances
The Kingsland Global Group has relationships and alliances with technical and advisory parties and other stakeholders in the real
estate industry in the countries in which it operates. The Company’s success, in part, depends upon the continued successful
relations with these parties. The loss of one or more of these relationships or a change in the nature or terms of one or more of
these relationships may have a material adverse impact on the Company’s strategy, financial performance or prospects.
(l)
Third Party and Joint Venture Arrangement Risks
The Kingsland Global Group’s operations involve a number of third parties, including joint venture counterparties, suppliers,
contractors and clients. Financial failure, default or contractual non-compliance on the part of such third parties may have a
material impact on the operations and performance of Kingsland Global Group. It is not possible for the Company to predict or
protect the Kingsland Global Group from and against all such risks.
While joint ventures have benefits for the Company, they also carry greater risks than property developments which are
wholly owned by the Company. Key risks relate to the Company’s level of control over the joint ventures and the Company’s
dependence on the relationship with, and the conduct of, the joint venture counterparties. Any agreement in place with joint
venture counterparties does not guarantee performance by the joint venture counterparties and may not give the Company
adequate remedies in all cases. The Company may also face risks from operating in joint venture jurisdictions including
regulatory risks (refer to Section 6.3(f)) and country risk (refer to Section 6.3(g)).
(m)
Environmental issues and contamination
There is a risk that a property development may be contaminated now or in the future. Government regulatory authorities
may require such contamination to be remediated. There is always a residual risk that the Company may be required to
undertake any such remediation at its own cost. Further, environmental laws impose penalties for environmental damage
and contamination, which can be material in size. Such events could adversely affect the Company’s financial performance or
financial condition.
(n)
Foreign Currency and Exchange Rate Fluctuations
Foreign exchange may adversely affect the Company’s financial position, operating results and Share price.
The Company’s business is based in Singapore, Malaysia and Cambodia and its revenue is generated largely in US$. Unfavourable
movements in those exchange rates may have a material adverse impact on the Company’s Singaporean dollar denominated
financial results and cash flows.
Refer to Section 6.5(m) for details of risks associated with the use of the US$ in Cambodia.
(o)
Payment of Dividends
Payment of future dividends will depend on matters such as the future profitability and financial position of the Company and
other risk factors detailed in this Section 6. The Company is yet to establish any dividend policy. There can be no assurance that
the Company will achieve profitability in the future and be able to pay any dividend.
6.4 RISKS ARISING FROM THE COMPANY’S JURISDICTION OF INCORPORATION AND
REGISTRATION
(a)
Corporate Law Environment
As a company incorporated in Singapore, the Company is not subject to many provisions of the Corporations Act. It does
however remain subject to some provisions of the Corporations Act as a result of its registration as a foreign company in
Australia and, upon Admission, will be subject to the Listing Rules. The Companies Act does not provide the same level of
shareholder protections as the Corporations Act. For example, Shareholders will not be afforded the same takeover protection
provisions contained in Chapter 6 of the Corporations Act. Refer to Section 7.5 for a summary of the key differences between
Singaporean and Australian company law.
61
6. RISK FACTORS
(b)
Tax Environment
Should there be any changes in Singaporean tax law, in particular, if Singapore imposes a dividend tax regime, this could have an
adverse cash impact on Shareholders.
6.5 RISKS ARISING FROM THE COMPANY’S OPERATIONS IN CAMBODIA
62
(a)
Acquiring Land and Property Investments in Cambodia
Despite the passage of the Cambodian Land Law in 2001 and other legislation related to land title issues, issues remain regarding
registration of proper land titles for privately held land in Cambodia. Cambodia currently uses a number of different documents
to evidence a valid ownership or title to land. Some of these documents are only claims of ownership or local evidence of a
possessory right over the land. Others are issued at a local level over state private land which provides the holder with the right
of possession, but the land is still legally considered state private land and the government may repossess the land without
compensation at any time.
Cambodia’s current system and rules of land registration, title and ownership and transfer of land is in a state of transition and is
not always applied consistently by the various local and national cadastral offices. The Company may not be able or, would take
considerably more time, compared to jurisdictions with a more developed and mature system, to invest identify, evaluate and
undertake property developments in Cambodia. Further, while pre-sales of certain types of property interests are currently
permitted, there is a risk that the Cambodian government may introduce regulations restricting the manner of such sales .
(b)
Foreign Investment Laws in Cambodia
In Cambodia, there are no known or anticipated changes in progress with respect to the Law on Investment of the Kingdom
of Cambodia and the Sub Decree on the Implementation of the Amendment to the Law on Investment of the Kingdom of
Cambodia. However, it is important to note that Cambodia’s legal system is still evolving and Cambodia officially joined the
World Trade Organisation (WTO) in 2004, committing to a wide range of reforms, notably the adoption of more than 50 laws
and regulations to conform to WTO requirements. With the impetus of WTO accession, the Cambodian government may
prepare and submit to its National Assembly laws that may change Cambodia’s legislative and regulatory infrastructure. It is
therefore uncertain how any new laws and regulations will affect the current environment governing foreign investment in
Cambodia. There can be no certainty that the effect of any new laws will improve the Company’s present position.
(c)
Restrictions in Foreign Equity Participation
Cambodia’s legal constitution restricts ownership of land to Cambodian citizens and Cambodian legal entities. Direct ownership
of land in Cambodia by a foreign person or entity is not permitted. A legal entity is considered to be a Cambodian legal entity if
the entity is incorporated in Cambodia and at least 51% of its voting shares are owned by one or more Cambodian citizens or by
Cambodian legal entities. As such, the Company is limited in its equity participation in property developments in Cambodia.
(d)
Uncertainty in the Cambodian Legal System
Cambodia has not presently developed specialised commercial courts and the National Commercial Arbitration Centre,
which was established in 2013 and only opened for cases in 2014, has not yet proven itself as an effective dispute resolution
body, thus disputes in Cambodia may be subject to Cambodia’s common court system, which may lack the expertise to solve
commercial disputes. The opinions and decisions of the courts of Cambodia are usually not published or available to the public,
and the judicial interpretation of the laws of Cambodia is therefore uncertain. There is also a perception that the Cambodian
court system does not operate with the same levels of efficiency and transparency as in more developed jurisdictions and may
be susceptible to outside commercial influences. Therefore, there may be little certainty in terms of how Cambodian courts
interpret or apply Cambodian law. Further, even if a judgment can be obtained in a Cambodian court, judgments may not be
adequately or timely enforced in Cambodia.
(e)
Enforceability of Foreign Judgements or Foreign Arbitration Awards
Pursuant to Article 199 of the Cambodian Code of Civil Procedure, a final judgment of a foreign court can only be enforced
in Cambodia on the condition that, amongst others, there is a guarantee of reciprocity between Cambodia and the foreign
country in which the court is based. As at the date of this Prospectus, Cambodia has not established any such reciprocity with
KINGSLAND GLOBAL LTD
a foreign country. As such, at present, there can be no assurance that a foreign judgment will be enforced by the courts of
Cambodia.
Current judicial practice in Cambodia indicates that the courts of Cambodia may not be able to recognise or enforce a foreign
arbitral award without a re-examination of the merits of the case in a full proceeding in the courts of Cambodia. However,
the Law on Approval and Practice of the United Nations Convention on Recognition and Enforcement of Foreign Arbitral
Awards and the Law on Commercial Arbitration, which was promulgated on 5 May 2006, sets procedures as well as criteria for
recognition and enforcement of foreign arbitration awards by the courts of Cambodia. There can be no assurance that any
foreign arbitration award will be enforced by the courts of Cambodia.
(f)
Economic, Political and Legal Reforms in Cambodia
The economy of Cambodia is substantially less developed than those of other geographical regions and jurisdictions such as
those in Singapore. The laws and regulatory regimes affecting the economy are also in a relatively early stage of development
and not as well established as the laws and regulatory apparatus of regions such as Singapore. Although in recent years the
legal system in Cambodia has been moving towards increased sophistication and access for foreign investors, there can be
no assurance that the Company will be able to obtain effective enforcement of the Company’s rights by legal proceedings in
Cambodia, nor is there any assurance that these reforms will continue, or prove to be successful.
As the legal system of Cambodia develops, there are inconsistencies in laws and regulations and time delays before old laws are
updated to accord with other regulations and laws. In this regard, while certain new regulations purportedly provide greater
regulatory oversight to certain sectors and industries, the applicable procedures and formalities that must be complied with
have yet to be specified. As a consequence, there may be risks associated with investments made under these new regulations.
Although the Company seeks to take advantage of the most recently issued and approved regulations, these do not provide the
same type of legal certainty as investors would find if investing in other jurisdictions.
With the entry into force of the Law on Anti-Corruption on 1 August 2011 and in conjunction with the Criminal Code, which
came into effect on 20 December 2010, facilitation payments have been made illegal. Now that the Law on Anti-Corruption
has been implemented, there is a significant amount of uncertainty regarding how government ministries and departments will
reform their practices regarding the collection of fees and enforce the Law on Anti-Corruption, and how businesses can comply
with the Law on Anti-Corruption when carrying out routine transactions with government ministries and departments. As a
result of these uncertainties, there may be delays in the Company’s interactions with government ministries and departments.
Although current foreign investment laws of Cambodia prohibit the nationalisation of foreign investments without full
compensation and allow for repatriation of investment profits, there is no assurance that nationalisation or administrative
confiscation of property or restrictions on foreign currency repatriation will not occur in the future, whether due to changes
in economic or political agendas or whether motivated by national interest. In such an event, there is no assurance that
the Company will be able to obtain effective recognition and enforcement of its legal rights by way of legal proceedings or
arbitration in Cambodia or elsewhere. The Company therefore expects that all the Company’s investments will be uninsured
against nationalisation, expropriation and other sovereign acts that may affect the value of the Company’s investments and as
a result of such an event occurring, the Company would be likely to lose all its interest in the relevant property development. In
addition, the time taken by the Company to obtain approvals to undertake its business activities in Cambodia may be substantial
where special tax exemption status is being sought.
(g)
Expropriation of Privately Owned Land is Permitted in Cambodia
Private ownership of land is protected from expropriation by Cambodia’s constitution and Cambodian land legislation, which
permits expropriation of land only if such expropriation is in the “public interest” and if “fair and just compensation” is given to
the owner in advance. However, there is no detailed regulation or clear instruction which determines what would constitute
validation of such expropriation based on “public interest” nor what would constitute “fair and just compensation” if land is
expropriated by the Cambodia government. Thus, fair and just compensation for expropriated land, including our Company’s
interest in property developments in Cambodia, cannot be guaranteed.
(h)
Construction Permits are Required in Cambodia
Before building any structure on land, or substantially remodelling a building in Cambodia, the owner of the land or building
63
6. RISK FACTORS
must obtain a construction permit signed by either the government delegate to the relevant city, if construction is occurring
in an urban area, or, in rural areas, by the provincial governor. For commercial buildings of more than 3,000 square metres,
including hotels or buildings located within view of historic temples, the permit must also be approved by the Ministry of Land
Management, Urban Planning and Construction (the Ministry of Land Management). The Ministry of Land Management
also reviews certain projects or developments under consideration by the Council of Ministers or Council for the Development
of Cambodia. To apply for this permit, various specified documents must be submitted, in Khmer, detailing the planned
development. These documents are compiled and reviewed by the Land Management, Urban Planning, Construction and
Cadastral Office where the development is planned. The property development plans must be signed by the landowner and
drawn by an architect or construction company registered with the Ministry of Land Management. There is the potential that
such permits may not be obtained in Cambodia within the planned timetable or at all. Without a permit, the Company would
not be able to commence work on the relevant land sites of the property developments and if the offering of the permit is
delayed, that is likely to have a material effect on the profitability of the relevant development.
64
(i)
Zoning Regulations Could be Arbitrary
The land planning and land zoning systems in Cambodia are still in their infant stages of development and relatively few land
planning and land zoning regulations have been enacted. Although a land master plan exists for Phnom Penh Municipality, the
plan is subject to modifications by the relevant authorities. The procedures by which those modifications may be debated,
considered, and made, are not clearly established and decisions may appear arbitrary. In this regard, the Company’s property
developments could be hindered as a result of changes in existing land use plans or the enactment of future zoning restrictions,
and accordingly, such changes may adversely affect the Company’s financial performance or position.
(j)
Environmental Impact Assessment Evaluation Procedures are Not Transparent or Clearly Established
Depending on the nature of the property development, before receiving approval to commence work, the Company may be
required to first undertake an Initial Environmental Impact Assessment (IEIA) and an Environmental Impact Assessment (EIA).
The procedures and criteria for evaluating and approving the IEIA or EIA are not clearly established, and are subject to the
Ministry of Environment’s discretion. Further, there may only be a limited number of companies that are qualified to undertake
such assessments in Cambodia. If the IEIA or EIA is not approved, the Company will have to amend or vary its property
development plan, which may expose hence, the property development to risks of delay or cancellation.
(k)
The Cambodian Tax Regulations are Under Development
The interpretation of Cambodia’s tax laws is still evolving and interpretations adopted by the tax authorities may not be made
available to the public. The implementation of Cambodia’s tax laws may vary depending on the tax authority involved and may
be enforced in a manner that is not consistent with Cambodia’s laws or policies.
(l)
Repatriation of Funds Could be Delayed
Under the Law on Foreign Exchange, all kinds of international settlements and capital flows are not restricted if conducted
through an authorized intermediary, save in the case of a foreign exchange crisis. In the event of a “foreign exchange crisis”,
the National Bank of Cambodia is authorized to impose certain temporary restrictions on the activities of authorized
intermediaries, which may affect the Company’s ability to repatriate investment income, capital or dividends. Further, the
repatriation of investment income, capital or dividends may be subject to other government regulations from time to time,
which may adversely affect the repatriation of such funds by the Company. The Law on Foreign Exchange does not define
“foreign exchange crisis” or specify the grounds for declaring a “foreign exchange crises”.
(m)
The Government May Take Measures to Reduce the Use of the US Dollar in Commercial Transactions
Cambodia currently has a dollarized economy whereby most transactions take place in US$. From time to time, the government
discusses measures to reduce Cambodia’s reliance on the US$ in favour of the local currency, the Cambodian riel. Changes in
government policies regarding the use of the US$ in transactions may negatively impact investment returns. Alternatively, even
without changes in the government’s policy towards the US$, investment returns may suffer as a result of weakness in the US$,
which is not related to the health of the Cambodian economy or the Cambodian riel.
KINGSLAND GLOBAL LTD
6.6 GENERAL RISKS
(a)
Securities investments
Applicants should be aware that there are risks associated with any securities investment.
Prior to the Offer, there was no public market for the Shares. There is guarantee that an active trading market in the Shares will
develop or that the price of the Shares will increase. The prices at which the Shares trade may be above or below the Offer price
and may fluctuate in response to a number of factors.
Further, the stock market is prone to price and volume fluctuations. There can be no guarantee that trading prices will be
sustained. These factors may materially affect the market price of the Shares, regardless of Company’s operational performance.
(b)
Share market conditions
The market price of the Shares may fall as well as rise and may be influenced by the varied and unpredictable movements in the
share market. Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s
operating performance.
Share market conditions are affected by many factors including but not limited to the following:
(i)
general economic outlook;
(ii)
interest rates and inflation rates;
(iii)
currency fluctuations;
(iv)
changes in investor sentiment toward particular market sectors;
(v)
the demand for, and supply of, capital;
(vi)
terrorism or other hostilities; and
(vii)
other factors beyond the Company’s control.
Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the
Company.
(c)
Economic risk
Changes in the general economic climate in which Company operates may adversely affect the financial performance of
Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition
against the Company, industrial disruption in Singapore or Australia, the rate of growth of Singapore, Malaysia, Cambodia or
Australia’s gross domestic product, interest rates and the rate of inflation.
65
7. MATERIAL CONTRACTS AND
RIGHTS ATTACHING TO SHARES
7.1 MATERIAL CONTRACTS
The Company is a party to the following material contracts and/or agreements with related parties of the Company:
(a)
Project 228 Joint Venture Agreement
Kingsland Cambodia has entered into a joint venture agreement dated 9 October 2015 with One11 to construct and develop
Project 228, and if necessary, operate and manage the Oknha Peich Boutique Hotel (Project 228 JV Agreement).
One11 is the registered owner of the Project 228 Land. Mr Sok Hang Chaw and Mr Jeremiah Lee (each of whom are Directors),
jointly hold 49% of the shares in One11.
Pursuant to the Project 228 JV Agreement:
(i)
One11, as the owner of the Project 228 Land, will make the Project 228 Land available to Kingsland Cambodia for the
development and construction of Project 228;
(ii)
One11 will assist Kingsland Cambodia to achieve the following project objectives:
(iii)
(iv)
to develop and construct Project 228;
(B)
to maximise the profits from the joint venture; and
(C)
to distribute the profits from the joint venture in accordance with the Project 228 JV Agreement;
Kingsland Cambodia will fund the development costs of Project 228, save except for costs relating to regulatory charges,
duties or taxes payable in respect of the Project 228 Land. These development costs include and are not limited to:
(A)
all costs associated with the construction of the Oknha Peich Boutique Hotel;
(B)
the construction costs of roadworks, parking areas, open space and/or any other infrastructure on or near the
Oknha Peich Boutique Hotel as required; and
(C)
any fees or expenses associated with the sale of the Oknha Peich Boutique Hotel and the sale of the Project 228
Land;
Kingsland Cambodia will, following completion of the Offer, reimburse One11 an amount of approximately
US$1,059,000 for certain costs incurred prior to the execution of the Project 228 JV Agreement. These costs include:
(A)
sub-contractor costs;
(B)
basement project management costs;
(C)
design fee;
(D)
preliminary project costs; and
(E)
certain other expenses incurred by One11;
(v)
Kingsland Cambodia shall, in its sole and absolute discretion, determined when the Oknha Peich Boutique Hotel is sold,
to whom the Oknha Peich Boutique Hotel is sold and the terms and conditions for the sale of the Oknha Peich Boutique
Hotel;
(vi)
if Kingsland Cambodia elects not to sell the Oknha Peich Boutique Hotel, Kingsland Cambodia and One11 agree that:
66
(A)
(A)
upon completion of the Oknha Peich Boutique Hotel, the profits from Oknha Peich Boutique Hotel operations
shall be paid to each of the parties on an annual basis as soon as reasonably practicable; or
(B)
if Kingsland Cambodia enters into a lease, the profits from the lease shall be paid to each of the parties on a
monthly basis as soon as reasonably practicable,
whereby the profits shall be paid to the parties in the following proportions:
(C)
forty per cent (40%) to One11; and
(D)
sixty per cent (60%) to Kingsland Cambodia;
KINGSLAND GLOBAL LTD
(vii)
upon the sale of the Oknha Peich Boutique Hotel, all monies held by the joint venture shall be applied in the following
priority:
(A)
to repay all costs incurred by Kingsland Cambodia for the development, construction, sale of the Oknha Peich
Boutique Hotel and the operations of the Oknha Peich Boutique Hotel (if applicable);
(B)
to repay all charges, duties or taxes incurred by One11 in respect of the Project 228 Land;
(C)
to pay any third party joint venture and development expenses (as are then outstanding); and
(D)
to pay any outstanding hotel operation costs,
with all the remaining profits before tax from the sale and operations of the hotel (if any) paid to each of One11 and
Kingsland Cambodia in the following proportions:
(E)
forty per cent (40%) to One11; and
(F)
sixty per cent (60%) to Kingsland Cambodia.
The Project 228 JV Agreement is governed by the laws of Cambodia.
(b)
Hotel Management Agreement
On 15 September 2015, Kingsland Cambodia entered into a hotel management agreement with Wangz pursuant to which:
(i)
it was agreed that Wangz or its affiliate will manage and operate the Oknha Peich Boutique Hotel (following completion
of construction) for a term of 15 years (following completion of construction) with an option to extend for a further 10
years upon the mutual consent of Wangz and Kingsland Cambodia;
(ii)
Wangz will be paid:
(iii)
(A)
a monthly base fee of 5% of the gross revenue derived from the Oknha Peich Boutique Hotel operations; and
(B)
a yearly incentive fee of 9% of the gross operating profit if Wangz achieves 100% of the gross operating profit set
out in an annual budget (to be agreed); and
Kingsland Cambodia will have a termination option if in any two consecutive years on and from year five and six, the gross
operating profit from hotel operations is less than 84% of the projections in the annual budget.
The agreement is governed by the laws of Singapore.
(c)
Project 118 JV Agreement
Kingsland Cambodia has entered into a joint venture agreement dated 28 October 2015 with Max Credit to construct and
develop the Serviced Apartment Complex (Project 118 JV Agreement).
Max Credit is the registered owner of the Project 118 Land. Mr Jeremiah Lee (a Director) as a shareholder of Macalland Holding
Pte Ltd (the holding company of Macalland Investment Pte Ltd), jointly hold 39% of the shares in Max Credit
Pursuant to the Project 118 JV Agreement:
(i)
Max Credit, as the owner of the Project 118 Land, will make the Project 118 Land available to Kingsland Cambodia for
the development and construction of the Serviced Apartment Complex;
(ii)
Max Credit will assist Kingsland Cambodia to achieve the following project objectives:
(A)
to develop and construct the Serviced Apartment Complex;
(B)
to maximise the profits from the joint venture; and
(C)
to distribute the profits from the joint venture in accordance with the Project 118 JV Agreement;
(iii)
Kingsland Cambodia shall, in its sole and absolute discretion, determined when the individual Serviced Apartment
Complex units are sold, to whom the individual Serviced Apartment Complex units are sold and the terms and
conditions for the sales of the individual Serviced Apartment Complex units;
(iv)
upon the sale of all of the Serviced Apartment Complex units, all monies held by the joint venture shall be applied in the
following priority:
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7. MATERIAL CONTRACTS AND
RIGHTS ATTACHING TO SHARES
(A)
to repay all costs incurred by Kingsland Cambodia for the development, construction and sale of the Serviced
Apartment Complex;
(B)
to repay all charges, duties or taxes incurred by Max Credit in respect of the Project 118 Land; and
(C)
to pay any third party joint venture and development expense,
with all the remaining profits before tax from the sale of all of the Serviced Apartment Complex units (if any) paid to each
of Max Credit and Kingsland Cambodia in the following proportions:
(D)
Fifty per cent (50%) to Max Credit; and
(E)
Fifty per cent (50%) to Kingsland Cambodia.
The Project 118 JV Agreement is governed by the laws of Cambodia.
(d)
68
Executive Service Agreements and Bonus Arrangements
(i)
Bonus Pool Arrangements
Under the executive service agreements (see below), each Executive Director will be entitled to receive an annual
variable bonus payment (Executive Bonus). The Executive Bonus will be determined according to the “bonus pool”
available for the Executive Directors (Bonus Pool) and each Executive Director will be remunerated in the following
proportions:
(A)
Mr Sok Hang Chaw will be entitled to 30% of the Bonus Pool;
(B)
Mr Jeremiah Lee will be entitled to 30% of the Bonus Pool; and
(C)
Ms Shann Sok will be entitled to 30% of the Bonus Pool.
The remaining 10% of the Bonus Pool will be set aside for the Company’s corporate social responsibility initiatives
detailed in Section 2.12.
The Bonus Pool for each financial year shall be based on the Company’s annual audited profit before tax (PBT) as follows:
(A)
if the Company achieves a PBT of less than S$2,000,000, there will be no monies in the Bonus Pool;
(B)
if the Company achieves a PBT in the range of S$2,000,000 to S$6,500,000, the Bonus Pool shall be the sum of
S$60,000 and 4% of the PBT in excess of S$2,000,000, to the maximum amount of S$180,000; or
(C)
if the Company achieves a PBT of more than S$6,500,000, the Bonus Pool shall be the sum of S$180,000 and 5%
of the PBT in excess of S$6,500,000.
(ii)
Executive Chairman
Mr Sok Hang Chaw is the Executive Chairman of the Company.
Pursuant to his executive service agreement with the Company:
(A)
Mr Sok’s base salary is S$5,000.00 per month (equivalent to S$60,000 per annum);
(B)
Mr Sok will be entitled to an Executive Bonus as detailed in Section 7.1(d)(i);
(C)
the Company will reimburse Mr Sok for reasonable expenses necessarily incurred in the performance of his
services as Executive Chairman; and
(D)
either party may terminate the contract by giving three months’ written notice of termination (or shorter period
in limited circumstances.
(iii)
Managing Director
Mr Jeremiah Lee is the Managing Director of the Company.
Under his executive service agreement with the Company:
(A)
Mr Lee’s base salary will be S$7,500.00 per month (equivalent to S$90,000 per annum);
(B)
Mr Lee will be entitled to an Executive Bonus as detailed in Section 7.1(d)(i);
KINGSLAND GLOBAL LTD
(C)
the Company will reimburse Mr Lee for reasonable expenses necessarily incurred in the performance of his
services as Managing Director; and
(D)
either party may terminate the contract by giving three months’ written notice of termination (or shorter period
in limited circumstances.
(iv)
Executive Director
Ms Shann Sok is an Executive Director of the Company.
Under her executive service agreement with the Company:
(A)
Ms Sok’s base salary will be S$7,500.00 per month (equivalent to S$90,000 per annum);
(B)
Ms Sok will be entitled to an Executive Bonus as detailed in Section 7.1(d)(i);
(C)
the Company will reimburse Ms Sok for reasonable expenses necessarily incurred in the performance of her
services as an Executive Director; and
(D)
either party may terminate the contract by giving three months’ written notice of termination (or shorter period
in limited circumstances).
(e)
Non-Executive Director Agreements
The Company has entered into non-executive service letter agreements with each of Mr Zane Lewis and Ms Patricia Sum
pursuant to which the Company has agreed to pay each of them S$30,000 per annum for services provided to the Company as
Non-Executive Directors.
(f)
Corporate Guarantee
On 29 May 2014, Bank of China (Malaysia) Berhad (BOC) entered into a credit facility agreement with Ace Empire Resources
Sdn Bhd (Ace Empire) pursuant to which BOC has made available a facility of RM16,000,000 to finance the purchase of four
plots of land in Johor, Malaysia (Facility Agreement). On 25 July 2014, the entire loan amount of RM16,000,000 was drawn
down by Ace Empire.
Under the terms of the Facility Agreement, Kingsland Malaysia (in respect of the Facility Agreement) entered into a corporate
guarantee for the principal sum of RM16,000,000.
Ms Shann Sok is a director and shareholder of Ace Empire.
Under the terms of the corporate guarantee:
(i)
Kingsland Malaysia guarantees as principal debtor to pay BOC on demand the total amount owing or remaining unpaid
amount of RM16,000,000;
(ii)
the corporate guarantee is a continuing guarantee until the entire loan amount has been repaid by Ace Empire; and
(iii)
Kingsland Malaysia indemnifies BOC against all losses, actions, proceedings, claims, demand, costs, damages, liabilities
and expenses (including legal costs on a full indemnity basis) which the BOC may incur, suffer or sustain by reason of
any manner arising out of the facilities, advances or credit facilities granted to the Ace Empire including any future loans,
advances or credit facilities granted from time to time at the request of the Ace Empire with or without any notice to
Kingsland Malaysia.
Kingsland Malaysia is currently in the process of effecting a release from its obligations under the corporate guarantee.
(g)
Deed of Indemnity and Insurance
The Company has entered into a deed of indemnity and insurance with each of the Directors pursuant to which:
(i)
the Company indemnifies each Director to the extent permitted under law for any liability incurred by the Director in the
Director’s capacity as a director of the Company and for legal costs incurred by the Director in defending proceedings
for a liability incurred by the Director in the Director’s capacity as a director of the Company;
(ii) the Company agrees to provide each Director with access to the Company’s books to defend proceedings until the end
of seven years after the retirement of the Director; and
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7. MATERIAL CONTRACTS AND
RIGHTS ATTACHING TO SHARES
(iii)
the Company agrees to procure (at its cost) directors and officers insurance for the benefit of each Director (and use
commercially reasonable endeavours to maintain any policy for the period detailed above).
(h)
Tenancy Agreement
On 1 January 2014, Kingsland Malaysia entered into a tenancy agreement with Kingsland Trading Sdn Bhd (Kingsland Trading)
pursuant to which Kingsland Trading, as the landlord, agrees to let Wisma SP Setia, #05-22 Indah Walk 3, Jalan Bukit Indah,
81200 Johor Bahru, to Kingsland Malaysia for a period of two years for a monthly rental of RM8,000.00. The premises will be
used by Kingsland Malaysia for commercial and business purposes.
Kingsland Trading is a wholly owned subsidiary of Kingsland Development. Mr Sok Hang Chaw has a 51% shareholding in
Kingsland Development and Ms Shann Sok has a 20% shareholding in Kingsland Development.
(i)
Sub-Lease Agreement
On 27 August 2015, the Company entered into a Sub-Lease agreement with Kingsland Development.
Kingsland Development has leased part of the premises known as 15 Kwong Min Road, Singapore 628718 from Hock Tat
Polythene Enterprise Private Limited. Kingsland Development has agreed to permit the Company to occupy and use part of the
premises on the following terms and conditions:
(i)
the term of the sub-lease commenced on 1 September 2015 and ends on 31 December 2016;
(ii)
a monthly fee of S$1,000 will be payable to Kingsland Development; and
(iii)
the sub-lease arrangement may be terminated by either party by giving 30 days written notice.
Mr Sok Hang Chaw has a 51% shareholding in Kingsland Development and Ms Shann Sok has a 20% shareholding in Kingsland
Development.
(j)
Mandate Agreement
On 1 October 2015, the Company entered into a mandate with Patersons Securities Limited (Patersons) pursuant to which
Patersons has agreed to act as capital raising agent to the Offer. Under the terms of the mandate, the Company has agreed to:
(i)
pay Patersons a selling and marketing fee of A$160,000;
(ii)
pay Patersons a capital raising fee of 6% on the gross amount raised by Patersons over the value of A$700,000; and
(iii)
indemnify and keep indemnified and hold harmless, Patersons together with its associates and related companies, its
directors, agents and staff against any and all liabilities, losses or costs in connection with the mandate and/or the Offer.
7.2 RIGHTS ATTACHING TO SHARES
A summary of the rights attaching to the Shares under the Offer is detailed below. This summary is qualified by the full terms of the
Articles (a full copy of the Articles is available from the Company on request free of charge) and does not purport to be exhaustive or to
constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions
of law arising from an interaction of the Articles with statutory and common law requirements. For a Shareholder to obtain a definitive
assessment of the rights and liabilities which attach to the Shares in any specific circumstances, the Shareholder should seek legal
advice.
(a)Voting
At a General Meeting, every Shareholder present in person or by proxy, representative or attorney has one vote on a show
of hands and, on a poll, one vote for each Share held. As detailed in Section 7.3, holders of CDIs can attend but cannot vote in
person at a general meeting, and must instead direct CDN how to vote in advance of the meeting. Any notice of meeting issued
to CDI Holders will include a form permitting the holder to direct CDN to cast proxy votes in accordance with the holder’s
written instructions.
(b)Meetings
70
Subject to the provisions of the Companies Act, the Company is required to give Shareholders at least 14 days’ notice of a
meeting of Shareholders. Each Shareholder is entitled to receive notice of, attend and vote at general meetings of the Company
KINGSLAND GLOBAL LTD
and to receive all notices, accounts and other documents required to be sent to Shareholders under the Companies Act, Articles
and Listing Rules. As noted above, CDI Holders may only exercise their vote by directing CDN accordingly.
Under the Companies Act, members of the Company holding not less than 10% of such of the paid-up capital of the Company
as carries voting rights have a right to requisition the directors to call for a general meeting of the Company. Members holding
not less than 10% of the issued shares of the Company are also entitled to call for a general meeting of the Company without
requisitioning the directors to do so.
(c)Dividends
The Board may, subject to approval at General Meeting, from time to time resolve to pay dividends to Shareholders and fix the
amount of the dividend, the time for determining entitlements to the dividend and the timing and method of payment.
(d)
Transfer of Shares
Subject to the Articles, Companies Act, Listing Rules and ASX Settlement Rules, Shares may be transferred by a proper transfer
effected in accordance with ASX Settlement Rules, by a written instrument of transfer which complies with the Articles or by
any other method permitted by the Companies Act, Listing Rules or ASX Settlement Rules.
The Board may refuse to register a transfer of Shares where permitted to do so under the Articles, Listing Rules or ASX
Settlement Rules. The Board must not refuse to register a transfer of CDIs when required by the Listing Rules or ASX
Settlement Rules.
(e)
Issue of further Shares
Subject to the Companies Act and Listing Rules, the Company may issue further Shares on such terms and conditions as the
Board resolves, under a general, wide-ranging mandate customarily given by Shareholders at each annual general meeting of the
Company.
(f)
Purchase of own Shares
Subject to the Companies Act, the Company may purchase or otherwise acquire its own Shares upon such terms and subject to
such conditions as the Company may deem fit.
(g)
Winding Up
If the Company is wound up, then subject to a special resolution of the Shareholders, any surplus must be divided amongst the
Company’s members as determined by the liquidator.
(h)
Unmarketable parcels
Subject to the Articles, Listing Rules and ASX Settlement Rules, the Company may sell the Shares of a Shareholder who holds
less than a marketable parcel of Shares under an ‘opt-out’ procedure.
(i)
Variation of rights
At present, the Company’s only class of shares on issue are ordinary shares. Subject to the Articles, the Companies Act, Listing
Rules, and the terms of issue of a class of shares, the rights attaching to any class of shares may be varied or cancelled:
(i)
with the consent of the holders of at least 75% of the issued shares of that class; or
(ii)
by a special resolution passed at a separate meeting of the holders of those shares.
(j)
Directors – appointment and removal
The minimum number of Directors is one and the maximum is eight. Currently, there are five Directors.
At the first annual General Meeting all Directors shall retire from office, and at subsequent annual General Meetings, one-third
of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third,
shall retire.
A retiring Director is eligible for re-election. The Directors may appoint a Director either in addition to existing Directors or
to fill a casual vacancy, who then holds office until the next annual General Meeting. The Company may elect a person as a
Director by resolution passed at a General Meeting.
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7. MATERIAL CONTRACTS AND
RIGHTS ATTACHING TO SHARES
(k)
Directors – remuneration
The Articles provide that non-executive Directors are entitled to such Directors’ fees as determined by the Directors but which
must not exceed in aggregate A$300,000 per annum or such other maximum amount determined by Shareholders at a General
Meeting.
This limit does not apply to the salary and other remuneration of executive Directors.
(l)Indemnities
(i)
(ii)
The Company, to the extent permitted by law, indemnifies each Director against any liability (other than legal costs)
incurred in acting as Director, other than:
(A)
a liability owed to the Company or a Related Body Corporate;
(B)
a liability for a pecuniary penalty order under the Companies Act; or
(C)
a liability that did not arise out of conduct in good faith.
The Company, to the extent permitted by law, indemnifies each Director for costs and expenses incurred in defending an
action for liability incurred in acting as Director, except for legal costs incurred:
(A)
in defending or resisting any proceedings in which the Director is found to have a liability for which they cannot be
indemnified under (i) above;
(B)
in defending or resisting criminal proceedings in which the Director is found guilty;
(C)
in defending or resisting proceedings brought by the ACRA or equivalent regulator in any other jurisdiction or by
a liquidator for a court order if the grounds for making the order are found by the court to be established, except
for costs incurred in responding to actions taken by the ACRA or equivalent regulator in any other jurisdiction or
a liquidator as part of an investigation before commencing proceedings for the court order; or
(D)
in connection with proceedings for relief to the Director under the Companies Act in which the relief is denied by
the court.
(m)Litigation
Under the Companies Act as well as at common law, a member of the Company is entitled, subject to the fulfilment of various
pre-conditions, to bring or intervene in legal proceedings on behalf of the Company.
(n)
Alteration to the Articles
The Articles can only be amended by a special resolution passed by at least 75% of the Company’s members present and voting
at a General Meeting.
(o)
Transactions requiring shareholder approval
The types of “transactions” that require shareholder approval are governed by the Companies Act and the Articles. Generally
speaking, the following types of transactions will require Shareholder approval:
(i)
amendments to the Articles;
(ii)amalgamations;
(iii)
disposing of substantially the whole of the company’s property or undertaking;
(iv)
change of name of the company;
(v)
reduction of share capital;
(vi)
winding up;
(vii)
share buy-back;
(viii) removal of company auditors; and
(ix)
72
certain alteration of capital and variations of rights attaching to Shares.
This is not an exhaustive list but sets out common transactions which require shareholder approval.
KINGSLAND GLOBAL LTD
7.3 RIGHTS OF CDI HOLDERS
With the exception of voting rights, CDI Holders generally have equivalent rights as holders whose securities are legally registered in
their own name. The ASX Settlement Rules require that all economic benefits, such as dividends, bonus issues, rights issues or similar
corporate actions flow through to CDI Holders as if they were the legal owners of the underlying securities. However, in some cases,
marginal difference may exist between the resulting entitlements of CDI Holders and the entitlements they would have accrued if they
held Shares directly. This is because, for the purposes of certain corporate actions, CDN’s holding of Shares is, for Singaporean legal
reasons, treated as a single holding, rather than as a number of smaller separate holdings corresponding to the individual interests of
CDI Holders (thus, for example, CDI Holders will not benefit to the same extent from the rounding up of fractional entitlements as if
they held Shares directly).
The ASX Settlement Rules require the Company to give notices to CDI Holders of general meetings of Shareholders. The notice of
meeting must include a form permitting the CDI Holder to direct CDN how to vote on a particular resolution, in accordance with the
CDI Holder’s written directions. CDN is then obliged under the ASX Settlement Rules to lodge proxy votes in accordance with the
directions of CDI Holders. CDI Holders cannot vote personally at Shareholder meetings. The CDI Holder must convert their CDIs into
certificated Shares prior to the relevant meeting in order to vote in person at the meeting.
If a takeover bid or similar transaction is made in relation to the Shares of which CDN is the registered holder, the ASX Settlement Rules
require that CDN must not accept the offer made under the takeover bid except to the extent that acceptance is authorised by the
relevant CDI Holder. In these circumstances, CDN must ensure that the offeror, pursuant to the takeover bid, processes the takeover
acceptance.
7.4 CONVERTING FROM A SHARE TO A CDI
CDI Holders may at any time convert their holding of CDIs (tradeable on ASX) to certificated Shares by:
(a)
in the case of CDI’s held through the issuer sponsored sub-register, contacting the Share Registry directly to obtain the
applicable request form; or
(b)
in the case of CDIs held on the CHESS sub-register, contacting their controlling participant (generally a stockbroker), who will
liaise with the Share Registry to obtain and complete the request form.
Upon receipt of a request form, the relevant number of CDIs will be cancelled and Shares will be transferred from CDN into the name
of the CDI Holder and a registered share certificate be issued. This will cause your Shares to be registered on the certificated register of
Shareholders and trading will no longer be possible on ASX.
A holder of Shares may also convert their Shares to CDIs, by contacting the Australian Company Secretary on +61 08 6555 2950
or [email protected], or their stockbroker (or applicable controlling participant). In this case, the Shares will be
transferred from the Shareholder’s name into the name of CDN and a holding statement will be issued to the person who converted
their Shares to CDIs in respect of the CDIs that have been issued. The CDIs will be tradeable on ASX.
7.5 KEY DIFFERENCES BETWEEN SINGAPOREAN AND AUSTRALIAN COMPANY LAW
As the Company is not incorporated in Australia, its general corporate activities (apart from any offering of securities in Australia) are
not regulated by the Corporations Act or by ASIC but instead are regulated by the Companies Act and ACRA.
This is a general description of the principal differences between the laws and regulations concerning shares in a company incorporated
in Singapore as opposed to Australia. It is provided as a general guide only and does not purport to be a comprehensive analysis of all
the consequences resulting from acquiring, holding or disposing of such shares or interest in such shares. The laws, regulations, policies
and procedures described are subject to change from time to time.
(a)
Corporate procedures
In Singapore, the regulation of companies is generally governed by the Companies Act.
The general company law structure of Singapore and Australia is reasonably similar, being based in legislation with a common
law background of directors’ duties. As with Australian company law, a limited liability company incorporated under the
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7. MATERIAL CONTRACTS AND
RIGHTS ATTACHING TO SHARES
Companies Act in Singapore will be a separate legal entity from its shareholders. Further, certain corporate procedures require
approval by a special resolution of shareholders under Singapore law including a change of company name, alteration of the
Articles, and approval of capital reductions.
(b)Takeovers
74
In Australia, the Corporations Act governs a takeover. The Corporations Act contains a general rule that a person must not
acquire a Relevant Interest in issued voting shares of a company if, because of the transaction, a person’s voting power in the
company:
(i)
increases from 20% or below to more than 20%; or
(ii)
increases from a starting point, which is above 20% but less than 90%.
Certain exceptions apply, such as acquisitions of Relevant Interests in voting shares made under takeover bids or made with
shareholder approval, or creeping acquisitions of 3% per 6 months.
Australian law permits compulsory acquisition by 90% holders.
Under Singaporean law, the Securities and Futures Act (Chapter 289) of Singapore and the Singapore Code on Takeovers and
Mergers govern a takeover. The threshold above which acquisition by a person, together with parties acting in concert with it,
will trigger a mandatory offer is 30%. This is higher than the 20% threshold which applies to Australian public companies.
Subject to the exceptions noted below, a person (and in certain circumstances, persons acting in concert with that person)
will be required to make a general offer for all of the shares in a company covered under the Singapore Code on Takeovers and
Mergers if:
(i)
such person acquires shares which (taken together with shares held or acquired by persons acting in concert with it) carry
30% or more of the voting rights of the company; or
(ii)
where such person and persons acting in concert with it hold between 30% and 50% of the voting rights in such
company and the person (or its concert party) acquires in any period of 6 months additional shares carrying more than
1% of the voting rights.
Where, as a result of the issue of new securities as consideration for an acquisition, a cash subscription or the fulfilment of
obligations under an agreement to underwrite the issue of new securities, a person or its concert parties acquire shares which
give rise to an obligation to make a general offer, the Securities Industry Council of Singapore may waive such obligation subject
to the fulfilment of certain conditions, including the approval of a majority of shareholders of the company by way of a poll at a
general meeting to waive their rights to receive a general offer.
A person who (together with its concert parties) already holds more than 50% of the voting rights in the company is not
restricted from making further acquisitions above that level, and is not normally obliged to make a general offer as a result
of making any such further acquisitions. However in the case of members of a group acting in concert, subject to certain
conditions, the Securities Industry Council of Singapore may regard as giving rise to an obligation to make an offer of acquisition
by a single member or sub-group of the group of voting rights sufficient to increase their holdings to 30% or more or, if they
already hold between 30% and 50%, by more than 1% in any six month period.
(c)
Substantial shareholders reporting
Under Australian law, a shareholder who begins to or ceases to have a “substantial holding” in an ASX listed company, or has
a substantial holding in such a listed company and there is a movement of at least 1% in their holding, must give notice to the
company and to the ASX. A person has a substantial holding if that person and that person’s associates have a Relevant Interest
in 5% or more of the voting shares in the company.
Under Singaporean law, substantial shareholder reporting by a company listed in Singapore (or any other company as may be
declared by the Singapore Minister of Finance under the Companies Act) applies at:
(i)
the 5% level, and
(ii)
at every change in a percentage level after that.
KINGSLAND GLOBAL LTD
Details of acquisitions and disposals by substantial shareholders must generally be given to the company within:
(i)
two business days after the transaction occurs; and
(ii)
two business days after the substantial shareholder becomes aware of such change, respectively.
(d)
Related party transactions
In Australia, related party transactions (that is, transactions between a public company and a director, an entity controlled by a
director, or a parent company of the public company) are regulated in Australia under the Corporations Act by a requirement
for disinterested shareholder approval, unless the transaction is on “arm’s length terms”, represents no more than reasonable
remuneration, or complies with other limited exemptions.
Under Singaporean law, such related party transactions are subject to general restrictions under the Companies Act and further
governed by common law (or case law). Apart from loans (including the provision of security or the entry into any guarantee)
to directors of a public company or to directors of a related company for which there are specific Companies Act provisions,
the rules regarding related party transactions are not as prescriptive as under Australian law. Issues of shares or other equity
securities to Directors will be regulated under the Listing Rules to the same extent as an ASX listed Australian company.
(e)
Protection of minority shareholders – oppressive conduct
In Australia, a shareholder may apply to the court under the Corporations Act to bring an action in cases of conduct which is
either contrary to the interests of shareholders as a whole, or oppressive to, unfairly prejudicial to, or unfairly discriminatory
against, any shareholders in their capacity as shareholder, or themselves in capacity other than as a shareholder.
In Singapore, an analogous right to apply to the court is also available to members of a company, where the affairs of the
company are being conducted or directors’ powers are being exercised in a manner oppressive to members, in disregard of
members’ interests, or some act or resolution by the company unfairly discriminates against or is prejudicial to members.
(f)
“Two strikes” rule
Under Australian law, an ASX listed company is required to hold a “spill vote” if its remuneration report receives a 25% No vote
at two successive annual general meetings. If the spill vote receives a simple majority, the company must hold a general meeting
within 90 days to vote on whether to keep the existing directors.
There is no equivalent rule under Singaporean law.
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8. ADDITIONAL INFORMATION
8.1 INTERESTS OF DIRECTORS
No Director (or entity in which they are a director and/or a shareholder) has, or has had in the two years before the date of this
Prospectus, any interests in:
(a)
the formation or promotion of the Company; or
(b)
property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or
(c)
the Offer, and
no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be given to:
(a)
any Director to induce him or her to become, or to qualify as, a Director; or
(b)
any Director for services which he or she (or an entity in which they are a partner or director) has provided in connection with
the formation or promotion of the Company or the Offer,
except as disclosed in this Prospectus.
8.2 DIRECTOR HOLDINGS
The Directors and their related entities have the following interests in Shares as at the date of this Prospectus:
Director
Shares Held
Mr Sok Hang Chaw
206,500,0001
Ms Shann Sok 206,500,0002
Mr Jeremiah Lee
70,000,000
Ms Patricia Sum
Nil
Mr Zane Lewis
Nil
Note:
1. 206,500,000 Shares held by Kingsland Development. Mr Sok is the controlling shareholder of Kingsland Development (with a shareholding of 51%) and accordingly
has an indirect interest in the 206,500,000 Shares held by Kingsland Development.
2. 206,500,000 Shares held by Kingsland Development. Ms Sok is a shareholder of Kingsland Development (with a shareholding of 20%) and accordingly has an
indirect interest in the 206,500,000 Shares held by Kingsland Development.
Based on the intentions of the Directors at the date of this Prospectus in relation to the Offer, the Directors and their related entities
will have the following interests in Shares on Admission:
Director
Shares Held
Ms Shann Sok
207,000,0001
Mr Sok Hang Chaw
206,500,0002
Mr Jeremiah Lee
70,000,000
Ms Patricia Sum
Nil
Mr Zane Lewis
40,000
Note:
1. 206,500,000 Shares held by Kingsland Development. Ms Sok is a shareholder of Kingsland Development (with a shareholding of 20%) and accordingly, has
an indirect interest in the 206,500,000 Shares held by Kingsland Development. 500,000 Shares held by Ace Development Pte Ltd. Ms Sok is a shareholder of
Ace Development Pte Ltd (with a shareholding of 50%) and accordingly, has an indirect interest in the 500,000 Shares held by Ace Development Pte Ltd. Ace
Development Pte Ltd is a Firm Commitment Investor (refer to Section 1.18).
2. 206,500,000 Shares held by Kingsland Development. Mr Sok is the controlling shareholder of Kingsland Development (with a shareholding of 51%) and accordingly,
has an indirect interest in the 206,500,000 Shares held by Kingsland Development.
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KINGSLAND GLOBAL LTD
8.3 REMUNERATION OF DIRECTORS
The Directors will receive the following remuneration:
Financial Year 2015
S$
Mr Sok Hang Chaw1S$60,000
Ms Shann Sok2 S$90,000
Mr Jeremiah Lee S$90,000
3
Ms Patricia Sum4S$30,000
Mr Zane Lewis5S$30,000
Note:
1. On 27 August 2015, Mr Sok entered into an executive service agreement with the Company pursuant to which he will receive annual remuneration of S$60,000.
Refer to Section 7.1(c).
2. On 27 August 2015, Ms Sok entered into an executive service agreement with the Company pursuant to which she will receive annual remuneration of S$90,000.
Refer to Section 7.1(d)(iv).
3. On 17 September 2015, Mr Lee entered into an executive service agreement with the Company pursuant to which he will receive an annual remuneration of
S$90,000. Refer to Section 7.1(d)(iii).
4. Refer to Section 7.1(e).
5. Refer to Section 7.1(e).
Mr Sok, Ms Sok and Mr Lee will participate in the Company’s executive bonus incentive scheme, under which they will each receive an
Executive Bonus equivalent to 30% of the Bonus Pool to be calculated based on the Company’s annual profit before tax (if any). Refer
to Section 7.1(d)(i) for further details regarding the Executive Bonus and the calculation of the Bonus Pool.
8.4 INTERESTS OF PROMOTERS, EXPERTS AND ADVISERS
No promoter or other person named in this Prospectus as having performed a function in a professional, advisory or other capacity in
connection with the preparation or distribution of the Prospectus (or entity in which they are a partner or director) holds, has, or has
had in the two years before the date of this Prospectus, any interest in:
(a)
the formation or promotion of the Company;
(b)
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(c)
the Offer,
and no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be paid to a promoter
or any person named in this Prospectus as having performed a function in a professional, advisory or other capacity in connection with
the preparation or distribution of this Prospectus (or entity in which they are a partner or director), provided in connection with the
formation or promotion of the Company or the Offer, except as follows and as disclosed in this Prospectus.
SmallCap Corporate Pty Ltd, a company of which Mr Zane Lewis (a Non-Executive Director) is a director and shareholder, will be paid:
(a)
A$50,000 (exclusive of GST) for the provision of corporate advisory services in respect to the Offer; and
(b)
A$5,000 (exclusive of GST) per month for the on-going provision of corporate advisory services to the Company.
8.5 RELATED PARTY TRANSACTIONS
As at the date of this Prospectus, no material transactions with related parties and Directors’ interests exist other than those disclosed
in this Prospectus.
77
8. ADDITIONAL INFORMATION
8.6 EXPENSES OF OFFER
The total expenses of the Offer payable by the Company are:
A$10,000,000 Raised
A$11,000,000 Raised
ASIC Lodgement Fee
2,320
2,320
ASX Quotation Fee
123,000
123,600
Australian Legal Fees
150,000
150,000
Singaporean Legal Fees
130,000
130,000
Malaysian Legal Fees
7,000
7,000
Cambodian Legal Fees
10,000
10,000
Investigating Accountant Fee
45,000
45,000
Corporate Advisory Fees
50,000
50,000
AFSL Intermediary, Capital Raising1 and Marketing Fees
200,000
248,000
Share Registry Fees, printing and postage
21,000
21,000
TOTAL
738,320786,920
Note:
1. Refer to Section 1.19.
8.7 EFFECT OF THE OFFER ON CONTROL AND SUBSTANTIAL SHAREHOLDERS
Those Shareholders holding an interest in 5% or more of the Shares on issue as at the date of this Prospectus are as follows:
Name
Number of Shares
Percentage of Shares
Kingsland Development Pte Ltd1
206,500,00059.00%
Mr Jeremiah Lee2
70,000,00020.00%
Note:
1. Mr Sok (a Director) has a 51% shareholding in Kingsland Development and Ms Sok (a Director) has a 20% shareholding in Kingsland Development.
2. Mr Lee is the Company’s Managing Director.
Based on the information known as at the date of this Prospectus, on Admission, the following persons will have an interest in 5% or
more of the Shares on issue:
Name
A$10,000,000 Raised
Number of Shares Percentage of Shares
A$11,000,000 Raised
Number of Shares
Percentage
of Shares
Kingsland Development Pte Ltd1206,500,000 51.63%
206,500,000 50.99%
Mr Jeremiah Lee270,000,000 17.50%
70,000,000 17.28%
Mr Sim Hee Chew333,250,000
33,250,000 8.21%
8.31%
Note:
1. Mr Sok (a Director) has a 51% shareholding in Kingsland Development and Ms Sok (a Director) has a 20% shareholding in Kingsland Development.
2. Mr Lee is the Company’s Managing Director.
3. 15,750,000 will be held directly by Mr Sim Hee Chew and 17,500,000 Shares will be held by Nylect Holdings Pte Ltd (of which Mr Sim Hee Chew is a director and a
shareholder). Nylect Holdings Pte Ltd is a Firm Commitment Investor (refer to Section 1.18).
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KINGSLAND GLOBAL LTD
8.8 FOREIGN COMPANY REGISTRATION IN AUSTRALIA
The Company is registered as a foreign company in Australia pursuant to the provisions of the Corporations Act. The Company’s ARBN
is 607 085 790. Mr Zane Lewis (also a Director) is appointed to act as the Company’s local agent.
8.9 COMPANY TAX STATUS AND FINANCIAL YEAR
The Company is subject to corporate tax at the Singaporean tax rate.
The financial year of the Company ends on 31 March annually. The taxation year of the Company ends on 31 March annually.
8.10 CONTINUOUS DISCLOSURE OBLIGATIONS
Following Admission, the Company will be a “disclosing entity” (as defined in section 111AC of the Corporations Act) and, as such,
will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required
to continuously disclose to the market any information it has to the market which a reasonable person would expect to have a
material effect on the price or the value of the Shares (unless a relevant exception to disclosure applies). Price sensitive information
will be publicly released through ASX before it is otherwise disclosed to Shareholders and market participants. Distribution of other
information to Shareholders and market participants will also be managed through disclosure to ASX. In addition, the Company will
post this information on its website after ASX confirms that an announcement has been made, with the aim of making the information
readily accessible to the widest audience.
8.11 AFSL INTERMEDIARY AUTHORISATION
The Company does not hold an AFSL. Instead, the Company relies on section 911A(2)(b) of the Corporations Act for an exemption
from any requirement to hold an AFSL in respect of issuing CDIs in Australia.
In this regard, the Company has entered into an intermediary authorisation agreement with Patersons, AFSL No. 239052 dated 30
September 2015 (Intermediary Authorisation Agreement) under which Patersons is appointed as the Company’s agent for the
purposes of arranging for the offer to issue CDIs by the Company (to the extent the Company issues CDIs) in accordance with the
terms of this Prospectus and pursuant to section 911A(2)(b) of the Corporations Act. The Company will only issue CDIs in accordance
with Patersons offers, if they are accepted. A fee of A$40,000 is payable by the Company to Patersons under the Intermediary
Authorisation Agreement.
8.12 LITIGATION AND CLAIMS
So far as the Directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals,
or criminal or governmental prosecutions of a material nature in which the Company (or any other member of the Kingsland Global
Group) is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the
Company or the Kingsland Global Group.
8.13CONSENTS
Each of the parties referred to in this Section:
(a)
has given the following consents in accordance with the Corporations Act which have not been withdrawn as at the date of
lodgement of this Prospectus with ASIC; and
(b)
to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a
reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.
None of the parties referred to in this Section authorised or caused the issue of this Prospectus or the making of the Offer.
SmallCap Corporate Pty Ltd has given its written consent to being named as the corporate advisor to the Company in respect to the
Offer. SmallCap Corporate Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.
79
8. ADDITIONAL INFORMATION
BDO LLP (Singapore) has given its written consent to be named as Investigating Accountants and to the inclusion of the Investigating
Accountant’s Report in Section 5 of the Prospectus in the form and context in which the report was included. BDO LLP (Singapore) has
not withdrawn its consent prior to lodgement of this Prospectus with ASIC.
Link Market Services Limited has given its written consent to being named as the Australian share registry to the Company. Link Market
Services Limited has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.
DLA Piper Australia has given its written consent to being named as Australian legal advisor to the Company. DLA Piper Australia has
not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.
Genesis Law Corporation has given its written consent to being named as Singaporean legal advisor to the Company. Genesis Law
Corporation has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.
Kee Norainn & Partners has given its written consent to being named as Malaysian legal advisor to the Company. Kee Norainn &
Partners has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.
KCP Cambodia Ltd has given its written consent to being named as Cambodian legal advisor to the Company. KCP Cambodia Ltd has
not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.
Legal Town Law Group has given its written consent to being named as Cambodian legal advisor to the Company. Legal Town Law
Group has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.
Kong, Lim & Partners LLP has given its written consent to be named an auditor to the Company. Kong, Lim & Partners LLP has not
withdrawn its consent prior to the lodgement of this Prospectus with ASIC.
Patersons Securities Limited has given its written consent to be named as the authorised intermediary for the issue of Shares pursuant
to this Prospectus.
Each of the Directors has given their written consent to being named in this Prospectus in the context in which they are named and
have not withdrawn their consent prior to lodgement of this Prospectus with ASIC.
8.14 ELECTRONIC PROSPECTUS
Pursuant to Regulatory Guide 107 ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution
of an Electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of Shares in response to an electronic
application form, subject to compliance with certain provisions. If you have received this Prospectus as an Electronic Prospectus please
ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company
and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.
The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person
was given access to the electronic Application Form, it was not provided together with the Electronic Prospectus and any relevant
supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application
moneys received will be dealt with in accordance with section 722 of the Corporations Act.
8.15 DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection during normal business hours at the registered office of the Company
(in Singapore) or at Unit 6, 295 Rokeby Road, Subiaco, Western Australia (in Australia):
(a)
this Prospectus;
(b)
the Articles; and
(c)
the consents referred to in Section 8.13 of this Prospectus.
8.16 STATEMENT OF DIRECTORS
The Directors report that after due enquiries by them, in their opinion, since the date of the financial statements in the financial
information in Section 4 there have not been any circumstances that have arisen or that have materially affected or will materially affect
the assets and liabilities, financial position, profits or losses or prospects of the Company, other than as disclosed in this Prospectus.
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KINGSLAND GLOBAL LTD
10.GLOSSARY OF TERMS
These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.
82
A$
Australian dollars.
Ace Empire
Has the meaning given in Section 7.1(f).
ACRA
The Accounting and Corporate Regulatory Authority of Singapore.
Admission
Admission of the Company to the Official List, following completion of the Offer.
AFSL
Australian Financial Services Licence.
Allotment Date
The date, as determined by the Directors, on which the Shares offered under this Prospectus
are allotted, which is anticipated to be the date identified in the Indicative Timetable.
Application Form(s)
The application form attached to this Prospectus.
Applicant
A person who submits an Application Form.
Application
A valid application for Shares under the Offer made pursuant to an Application Form.
Application Monies
Application monies for Shares under the Offer received and banked by the Company.
Articles
The memorandum and articles of association of the Company from time to time.
ASIC
Australian Securities and Investments Commission.
ASX
Australian Securities Exchange Limited ACN 008 624 691 or, where the context requires, the
financial market operated by it.
ASX Settlement Rules
ASX Settlement Operating Rules of ASX Settlement Pty Ltd (ABN 49 008 504 532).
Board
Directors of the Company as at the date of this Prospectus.
BOC
Has the meaning given in Section 7.1(f).
Bonus Pool
Has the meaning given in Section 7.1(d)(i).
Cambodia
The Kingdom of Cambodia.
CDIs
CHESS Depository Interests issued by CDN, where each CDI represents a beneficial interest in
one Share, as detailed in Section 1.10.
CDI Holder
A holder of CDIs.
CDN
CHESS Depository Nominees Pty Ltd (ABN 75 071 346 506) (AFSL 254514), in its capacity as
depositary of the CDIs under the ASX Settlement Operation Rules.
KINGSLAND GLOBAL LTD
CHESS
Clearing House Electronic Subregister System.
Closing Date
The closing date of the Offer detailed in the Indicative Timetable.
Companies Act
The Companies Act (Cap.50) of Singapore.
Company
Kingsland Global Ltd.
Corporations Act
Corporations Act 2001 (Cth).
Directors
The directors of the Company.
EIA
Has the meaning given in Section 6.5(j).
Electronic Prospectus
The electronic copy of this Prospectus located at the Company's website www.
kingslandglobal.sg.
Executive Bonus
Has the meaning given in Section 7.1(d)(i).
Exposure Period
In accordance with section 727(3) of the Corporations Act, the period of 7 days (which may
be extended by ASIC to up to 14 days) after lodgement of this Prospectus with ASIC during
which the Company must not process Applications.
Facility Agreement
Has the meaning given in Section 7.1(f).
Financial Information
Has the meaning given in Section 4.1.
Firm Commitment Investors
Has the meaning given in Section 1.18.
Firm Commitment Letters
Has the meaning given in Section 1.18.
FRS
Has the meaning given in Section 4.1.
FVTPL
Has the meaning given in Section 4.7.
General Meeting
A general meeting of Shareholders.
GST
Goods and Services Tax.
HIN
Holder Identification Number.
IEIA
Has the meaning given in Section 6.5(j).
Indicative Timetable
The indicative timetable for the Offer on page (ii) of this Prospectus.
Intermediary Authorisation
Agreement
Has the meaning given in Section 8.11.
83
10.GLOSSARY OF TERMS
84
Investigating Accountant or
BDO
BDO LLP (Singapore).
Investigating Accountant’s
Report
The report contained in Section 5.
Kingsland Cambodia
Has the meaning given in Section 2.2.
Kingsland Development
Has the meaning given in Section 2.1.
Kingsland Global Group
The Company, Kingsland Malaysia and Kingsland Cambodia.
Kingsland Malaysia
Has the meaning given in Section 2.2.
Kingsland Singapore Group
Has the meaning given in Section 2.1.
Kingsland Trading
Has the meaning given in Section 7.1(h).
Link or Share Registry
Link Market Services Limited.
Listing Rules
The listing rules of ASX.
Managing Director
Mr Jeremiah Lee Kok Heng will be the managing director of the Company.
MAS
The Monetary Authority of Singapore.
Max Credit
Has the meaning given in Section 2.4(c).
Minimum Subscription
Has the meaning given in Section 1.2.
Ministry of Land Management
Has the meaning given in Section 6.5(h).
Offer
The offer by the Company, pursuant to this Prospectus, of 50,000,000 Shares at an issue price
of A$0.20 each (or S$0.21 each for certain qualifying Applicants applying within Singapore)
to raise A$10,000,000. Oversubscriptions of up to 5,000,000 Shares may be accepted by the
Company.
Official List
The official list of ASX.
Official Quotation or
Quotation
Official quotation by ASX in accordance with the Listing Rules.
Oknha Peich Boutique Hotel
Has the meaning given in Section 2.3(a).
One11
Has the meaning given in Section 2.3(c).
Opening Date
The date specified as the opening date in the Indicative Timetable.
KINGSLAND GLOBAL LTD
Patersons
Has the meaning given in Section 7.1(j).
PBT
Has the meaning given in Section 7.1(c).
Permitted Offeree
A permitted offeree under the statutory exemptions in Subdivision (4) Division 1, Part XIII of
the SFA.
Project 118
Has the meaning given in Section 2.4(a).
Project 118 JV Agreement
Has the meaning given in Section 7.1(c).
Project 118 Land
Has the meaning given in Section 2.4(c).
Project 228
Has the meaning given in Section 2.3(a).
Project 228 JV Agreement
Has the meaning given in Section 7.1(a).
Project 228 Land
Has the meaning given in Section 2.3(c).
Prospectus
This prospectus dated 29 October 2015.
Related Body Corporate
A body corporate that is deemed by the Companies Act to be related to the principal entity.
Relevant Interest
Has the meaning given in the Corporations Act.
RM
Malaysian ringgit, the lawful currency of Malaysia.
S$
Singaporean dollars, the lawful currency of Singapore.
Section
A section of this Prospectus.
Serviced Apartment Complex
Has the meaning given in Section 2.4(a).
SFA
The Securities and Futures Act of Singapore.
Shareholder
Any person holding Shares.
Shares
Ordinary fully paid voting shares in the capital of the Company, or CDIs in respect of those
shares, as the context requires.
SRN
Security holder Reference Number.
US$
United States dollars, the lawful currency of the United States of America.
Wangz
Has the meaning given in Section 2.3.
WTO
Has the meaning given in Section 6.5(b).
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