secura group limited 2.pdf

8/20/2019 SECURA GROUP LIMITED 2.pdf

1/12

1

PR OD U CTHI GHL I GHT S S HEET

Prepared on: 15 December 2015

OFFER OF [ ] NEW SHARES (THE "INVITATION SHARES") WITH [ ] FREE DETACHABLEWARRANTS (THE "WARRANTS") IN THE CAPITAL OF SECURA GROUP LIMITED (THE

"COMPANY")

Pri or to maki ng a decision t o purchase the I nvitation Shares and Warr ants, you should careful ly consider all the inf ormation contained in the Off er Document. Thi s Product H ighli ghts Sheet should be read in conjunction with the Offer Document . You will be subject to vari ous risks and uncertainti es, including the potential loss of your entir e principal amount invested. I f you are in doubt as to i nvesting in the I nvitation Shares and War rants, you should consult your legal, financial, tax or other professional adviser.

This Product Highlights Sheet is an important document. It highlights the key information and risks relating to the offer of the Invitation Shares and Warrants

contained in the Offer Document. It complements the Offer Document 1. You should not purchase the Invitation Shares and Warrants if you do not understand the nature of

an investment in shares and warrants, our business or are not comfortable with the accompanyingrisks.

If you wish to purchase the Invitation Shares and Warrants, you will need to make an application inthe manner set out in the Offer Document. If you do not have a copy of the Offer Document, you mayobtain one at the locations detailed at the bottom of the page.

Issuer Secura Group Limited Place of incorporation Republic of Singapore

Details of thisoffer

A total of [●] InvitationShares to be offeredcomprising [ ●] InvitationShares to be issued pursuant tothe Placement and [●]Invitation Shares to be issued pursuant to the Public Offer (subject to re-allocation), with[●] free detachable Warrants,each Warrant carrying theright to subscribe for one (1)Converted Share at theExercise Price of S$[ ●] for each Converted Share, on the basis of two (2) Warrants for every one (1) Invitation Sharesuccessfully subscribed.

Total amount to beraised in this offer

Gross proceeds of approximatelyS$[●] million, with net proceedsestimated to be approximatelyS$[●] million.

Issue Price S$[●] for each InvitationShare

Listing status of Issuer and theSecurities

Application has been made to theSGX-ST for permission to deal in,and for the listing and quotationof all of our Shares that arealready issued, the InvitationShares, the Warrants, theConverted Shares, the OptionShares and the Award Shares onCatalist.

Sponsor and IssueManager

United Overseas Bank Limited

Underwriter andPlacement Agent

CIMB Securities (Singapore) Pte.Ltd.

1 The Offer Document, registered by the SGX-ST, acting as agent on behalf of the Authority, on [●], is available forcollection during office hours from United Overseas Bank Limited at 80 Raffles Place #03-03, UOB Plaza 1,Singapore 048624 or CIMB Securities (Singapore) Pte. Ltd. at CIMB Investment Centre, 50 Raffles Place #01-01Singapore Land Tower, Singapore 048623, or accessible at the SGX-ST's website at http://www.sgx.com .2

Capitalised terms that are not defined in this document have the same meanings given to them in the Offer Document.


2/12

2


OVERVIEWWHO ARE WE AND WHAT DO WE DO?

Our Company was incorporated on 14 August 2015 under the name of "Secura Group Pte. Ltd.".On [ ], a merger between the Secura group of companies and the Soverus group of companies wascompleted following the acquisition of 100.0% of the shares of Secura Singapore and SoverusHoldco by our Company, resulting in our Company becoming the holding company of our Group.On [ ], we were converted into a public limited company and our name was changed to SecuraGroup Limited.

The structure of our Group as at the date of the Offer Document is as follows:

We are a Singapore-based provider of security products, services and solutions. Our integratedsuite of security offerings includes:

(a) the provision of cyber security consultancy, products and professional services and the resaleof cyber security products of our partners ("Cyber Security");

(b) the distribution of homeland security products in Singapore, Cambodia and Laos("Homeland Security");

(c) the provision of security systems integration services ("Security Systems Integration");(d) the printing of cheques, passbooks, parking coupons, stationery and others ("Security

Printing");(e) the provision of unarmed, manned security guarding services ("Security Guarding");(f) the provision of security consulting, risk assessment, tender management and project

management solutions ("Security Consultancy");(g) the provision of executive protection and events security services ("Executive Protection and

Events Security"); and(h) the provision of private investigation and professional surveillance services ("Private

Investigation").

Further Information

Refer to"RestructuringExercise" on pages 72 to 74and "GeneralInformationon our Group"on pages 116to 144 of theOffer Document for moreinformation onour backgroundand business.


3/12

3


WHO ARE OUR DIRECTORS AND KEY EXECUTIVES?The members of our Board of Directors are:

(a) Dr. Ho Tat Kin - Chairman and Independent Director (b) Mr. Paul Lim Choon Wui - Executive Director and CEO(c) Ms. Lim Siok Leng - Executive Director, CFO and General Manager (Security Printing)

(Covering)(d) Mr. Tan Wee Han - Non-Executive, Non-Independent Director (e) Mr. Lock Wai Han - Non-Executive, Non-Independent Director (f) Mr. Gary Ho Kuat Foong - Independent Director (g) Mr. Ong Pang Liang - Independent Director

Our key executives are:

(a) Mr. Chew Oon Ping - General Manager (Security Consultancy and Services)(b) Mr. Goh Ching Hua Kelvin - General Manager (Security Guarding)(c) Ms. Ong Guat Ling - General Manager (Security Technology)(d) Ms. Pek Geok Ling - Head of Human Resources

Further Information

Refer to"Managementand CorporateGovernance"on pages 150 – 160 of theOffer Document for moreinformation onour Directorsand keyexecutives.

WHO ARE OUR CONTROLLING SHAREHOLDERS?Our controlling shareholder is Kestrel Investments Pte. Ltd., which is expected to hold [ ]% of the post-Invitation share capital of our Company. Mr. Lim Eng Hock owns all of the issued and paid-up share capital of Kestrel Investments Pte. Ltd..

Further Information

Refer to"Shareholders" on pages 62 – 64 of theOffer Document for

moreinformation onour ControllingShareholders.


4/12

4


HOW WAS OUR HISTORICAL FINANCIAL PERFORMANCE AND WHAT IS OUR CURRENTFINANCIAL POSITION?

Key profit and loss information(S$'000) FY2012 FY2013 FY2014 HY2014 HY2015

Revenue 18,944 22,764 30,410 14,277 16,152Profit before tax 2,435 2,507 8,264 6,916 1,948Profit after tax 2,407 2,592 8,171 (1) 6,583 (1) 1,770Pre-Invitation earnings per share (cents)

[0.7] [0.7] [2.3] [1.8] [0.5]

Post-Invitation earnings per share (cents)

[●] [●] [●] [●] [●]

Note:

(1) Included a one-off net gain on disposal of the property at 15 Fourth Lok Yang Road, Singapore 629711 (the "Lok Yang Property") of S$5.0 million, which is non-recurring in nature.

Key cash flows information

(S$'000) FY2012 FY2013 FY2014 HY2015 Net cash generated fromoperating activities

2,130 2,802 2,388 3,129

Net cash (used in) / generatedfrom investing activities

(2,158) (3,570) 4,108 93

Net cash used in financingactivities

(290) (2,310) (5,105) (4,994)

Net (decrease) / increase incash and cash equivalents

(318) (3,078) 1,391 (1,772)

Cash and cash equivalents atend of year / period

7,875 4,797 6,188 4,416

Key balance sheet information

(S$'000)As of

31 December 2014As of

30 June 2015Total assets 26,385 23,490Total liabilities 16,490 11,728Total liabilities and equity 26,385 23,490

The most significant factors contributing to our financial performance in FY2014 and HY2015 areas follows:

Our revenue increased from S$22.8 million in FY2013 to S$30.4 million in FY2014 due toincreased revenue contribution across all business segments. Revenue increased from S$14.3million in HY2014 to S$16.2 million in HY2015 primarily due to increase revenuecontribution from Security Guarding, Cyber Security, Technology and Systems Integration aswell as Security Consultancy and Services business segments, partially offset by a decrease in

revenue from Security Printing. For FY2014, revenue from Security Guarding increased primarily due to an increase in the

number of contracts awarded to us, as well as an increase in the average fee that we charge our customers per man-month. We also managed to secure larger term contracts from customerssuch as the CPF Board (secured in October 2013). The increase in revenue from SecurityPrinting was primarily due to a one-off export sale to a customer in Thailand, as well as theadditional revenue from the commencement of printing of betting slips in May 2014. Theincrease in revenue from Cyber Security, Technology and Systems Integration was primarilydue to revenue contribution from sales of Morpho homeland security products after wesecured the non-exclusive distributorship in May 2014, as well as an increase in the number of maintenance and servicing contracts secured. Security Consultancy and Services commenced business in late FY2013 and generated S$0.6 million revenue in FY2014.

For HY2015, revenue from Security Guarding increased primarily due to an increase in the

number of contracts awarded to us, as well as an increase in the average fee that we charge our

Further Information

Refer to"Summary of our Pro FormaFinancialInformation"on pages 79 – 82,"Management's Discussionand Analysisof Results of Operations

and FinancialCondition" on pages 83 – 111 of theOffer Document for moreinformation onour financial performance,financialcondition andcash flow.


5/12

5


customers per man-month. We also managed to secure larger term contracts from customerssuch as the Marina Bay Sands and Singtel. The increase in revenue from Cyber Security,Technology and Systems Integration was primarily due to revenue contribution from sales of security products of several leading information technology security enterprises as well as

increase in sales of Morpho homeland security products. The increase in revenue fromSecurity Consultancy and Services was primarily due to an increase in the number of securityconsultancy and events security contracts being secured. Revenue from Security Printingdecreased primarily due to a decline in sales volumes as a result of the general downwardtrend in demand for security printing products such as bank cheques and parking coupons aswell as the winding down of our operations in Malaysia.

Profit after tax increased in FY2014 due to a one-off net gain of S$5.0 million from thedisposal of the Lok Yang Property which is non-recurring in nature. Profit after tax in HY2015was lower compared to HY2014 due to the absence of the one-off net gain.

Net cash generated from operating activities was S$2.4 million in FY2014. Net cash generatedfrom operating activities before changes in working capital was approximately S$4.0 million. Net cash used in working capital amounted to S$1.4 million and was primarily due to anincrease in trade and other receivables of S$1.4 million and an increase in inventories of S$0.3

million, partially offset by an increase in trade and other payables, a decrease in the amountdue from an associate and a decrease in pre-paid operating expenses of an aggregate of S$0.1million and an increase in accrued operating expenses of S$0.2 million.

Net cash generated from operating activities was S$3.1 million in HY2015. Net cash fromoperating activities before changes in working capital was approximately S$2.7 million. Netcash generated from working capital was S$0.5 million, primarily due to a decrease ininventories of S$0.2 million, a decrease in trade and other receivables of S$0.3 million, adecrease in pre-paid expenses of S$0.1 million and an increase in accrued operating expensesof S$0.2 million, partially offset by a decrease in trade and other payables of S$0.3 million.

Net assets increased from S$9.9 million as of 31 December 2014 to S$11.8 million as of 30June 2015 primarily due to a decrease of S$4.9 million in dividend payable and a decrease of S$0.3 million in trade and other payables, partially offset by a decrease of S$1.8 million incash and cash equivalents and a decrease of S$0.6 million in plant, property and equipment,

among others. Trade and other payables was higher as of 31 December 2014 compared to 30June 2015 as a result of the timing of payment of the higher CPF contribution at year end dueto annual wage supplement payments.

The above factors are not the only factors contributing to our financial performance inFY2012, FY2013, FY2014, HY2014 and HY2015. Please refer to the other factors set out inpages 83 to 111 of the Offer Document.

INVESTMENT HIGHLIGHTSWHAT ARE OUR BUSINESS STRATEGIES AND FUTURE PLANS?

Expand our security guarding business We intend to increase the size of our team of security officers through recruitment or

acquisitions, joint ventures or strategic alliances, which will allow us to bid and secure morecontracts and expand our customer base and market share.

We also intend to upgrade and enhance our security officer resources management system tosupport our planned business expansion and increase our operational efficiency. We intend toinvest in an integrated rostering, attendance and payroll system which will enable us toefficiently manage our growing team of security officers.

Expand our cyber security, technology and systems integration business We intend to build our core competencies in systems integration, such as technical knowledge

and experience in a wider range of cyber security products as well as project managementskills, so as to provide value-added services to our customers and improve the profit margin of this business. We may build these core competencies through acquisitions, joint ventures or strategic alliances. Potential targets or strategic partners would include established cyber-security system integrators with a substantial customer base or a team of experienced andqualified professionals. We may also recruit engineers with the requisite expertise andexperience as well as business development professionals with extensive networks andcontacts to augment our competitive strengths in this business.

We also intend to develop research and development capabilities in FY2016 for our cyber security, technology and systems integration business, with a focus on developing customised

Further Information

Refer to"GeneralInformationon our Group – BusinessStrategies andFuture Plans"on pages 119 – 121 of theOffer Document for moreinformation onour strategiesand future plans.


6/12

6


cyber security solutions and improving existing products, in order to better cater to the specificneeds of our customers. We may also enter into strategic partnerships and/or collaborationswith other institutions or organisations as part of our research and development efforts.

Enhance and upgrade our security printing equipment

We intend to grow our security printing business and garner a larger share of the market for printing of value documents such as bank cheques by enhancing or upgrading our security printing equipment with bar-code scanning systems and cheque printing finishing systems soas to improve our service quality. We also intend to invest in another cheque finishing systemto cope with the expected increase in print volume.

Improve our corporate infrastructure We intend to set up a new command centre for our remote surveillance and premises security

services business that will be equipped with remote patrol surveillance capabilities whichleverage on closed circuit cameras with video analytics technologies. This would be a cost-effective solution for monitoring of critical installations or properties such as warehouses or large facilities such as airports, with minimum dependency on manual labour.

We intend to set up a training centre to conduct courses for our security officers as well as to provide training for security officers employed by other agencies. The training courses and programmes will cover topics such as duties and responsibilities of a security officer, general patrol tactics and techniques, health and safety as well as emergency response preparation.Training courses and programmes for more experienced security officers may cover topicssuch as improving observation, detection and reporting skills, improving coordination withlocal authorities and improving skills in working with advanced security technology, includingsurveillance and access control procedures.

To cater to our future growth and development, as well as to enhance communications acrossvarious departments within our Group and to increase our operational efficiency, we intend toacquire or lease a larger premise to accommodate our corporate functions such as finance,human resources and administration, as well as our various business units which are currentlylocated in different offices in Singapore.

Overseas expansion We intend to leverage on our established reputation and track record for overseas expansion,

as we believe that there is high demand for quality security products, services and solutions inthe Asian market.

WHAT ARE THE KEY TRENDS, UNCERTANTIES, DEMANDS, COMMITMENTS OR EVENTSWHICH ARE REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON US?

Trend InformationBarring unforeseen circumstances, we have observed the following trends for FY2015:

for HY2015, our revenue increased by 13.1%, from S$14.3 million in HY2014 to S$16.2million in HY2015, due to increased revenue contribution from Security Guarding, Cyber Security, Technology and Systems Integration as well as Security Consultancy and Services, partially offset by a decrease in revenue from Security Printing. We expect Security Printing toremain relatively stable and revenue growth for Cyber Security, Technology and SystemsIntegration, Security Consultancy and Services as well as Security Guarding to continue thetrend of HY2015;

cost of sales increased by 20.9%, from S$10.8 million in HY2014 to S$13.0 million inHY2015, mainly due to an increase in wages and employee benefits expenses as a result of anincrease in the number of security officers under our employment. We expect manpower related expenses for FY2015 to increase from FY2014 as we continue to grow SecurityGuarding; and

other operating expenses are expected to increase due mainly to expenses incurred inconnection with the Invitation. In accordance with Singapore Financial Reporting Standards,only a portion of such expenses may be capitalised while the balance will be treated asexpenses.

ProspectsBarring any unforeseen circumstances and taking into consideration the reasons stated below, our Directors believe that the underlying demand for our security products, services and solutions will be positive in the foreseeable future:Growth in the use of next generation technologies and rise in high profile cyber-attacks todrive demand for cyber security solutions

As the world embraces the new era of IoT and with the advent of big data analytics, whereenormous amounts of accumulated or collated data are analysed to uncover patterns,correlations and other useful information that can enable businesses to make better decisions,we expect the cyber security industry in Singapore to grow.

Refer to"GeneralInformationon our Group – Trends andProspects" on pages 140 – 143 of theOffer Document for more

information onour businessand financial prospects.


7/12

7


As businesses increasingly look to information and data analytics to differentiate themselves,and as IoT gains traction, security and data privacy issues are expected to spark tremendousgrowth for Singapore's cyber security market. We believe that a growing number of businessesin Singapore are and will be increasing their investments in cyber security technologies andservices.

Further, with the abovementioned advent in the use of the internet, cloud and mobiletechnologies, organisations are now increasingly susceptible to cyber-attacks. Cyber terroristshave targeted large organisations to steal confidential or personal data and/or to introducemalicious software which threaten the business operations of companies. More alarmingly,cyber-attacks have been directed at governmental bodies, which could cripple the security of an entire nation. It is against this backdrop of cyber terrorism that both governments andcompanies have ramped up their budgets on cyber defence to deter the repeat of such cyber-attacks.

Demand for homeland security products as well as services to increase, driven by the threatof terrorism, piracy, trafficking and other security threats

Unrest in the Middle East and recent tensions in the South China Sea have caused concerns for governments around the world. Threat levels from recent terrorist actions have also remainedrelatively unchanged. Concerns over such threats have driven many governments to increasetheir defence budgets and improve their security infrastructures in order to ensure the security

and safety of their citizens. In order to address threats of, among others, cross border terrorism, piracy, drug trade andarms trafficking, there is an increasing need for effective identification and security checks, aswell as access control to critical infrastructure. Governments invest in products and servicesaddressing such needs so as to be prepared for facing the abovementioned threats, presenting astrong front for deterrence, and a robust defence in case of an attack. Homeland securityexpenditure in Singapore is likewise expected to grow.

Continued demand for security printing services as a critical defence against counterfeitingand alterations

Counterfeiting continues to be a widespread problem, one that affects governments, privateorganisations or individuals all around the world. Whether perpetuated by criminalorganisations or amateurs, counterfeits that can either be documents, currencies or productscontinue to be prevalent globally. It is in light of this age-old phenomenon that,notwithstanding rapid technological advancements in documentation and digitisation, security printing retains its relevance and continues to play a crucial part in detecting and preventingcounterfeits and forgeries. In particular, our Directors believe that there will be continueddemand for printing of products such as educational certificates as well as value documentssuch as postage stamps and cash-equivalent vouchers.

Demand for security guarding as well as executive protection and events security services tobe driven by increase in new businesses in and inflow of foreign delegates into Singapore

Increase in corporate profit levels has provided businesses with a higher budget to allocate tospending on security services to protect corporate information. This demand is further driven by the steady increase in new businesses being incorporated in Singapore, leading to anexpansion in the potential pool of clientele for security services.

Further, Singapore is a popular destination for international meetings and conferences as wellas sports events. This steady flow of high profile meetings and conferences thus presents goodgrowth potential for security agencies in Singapore, as there will be a demand for securityservices by persons of importance.

Government support for the security guarding industry Historically, Singaporeans have shunned the security services industry due to its long hours

and relatively low pay, resulting in limited manpower for the industry. However, with theenforcement of the Progressive Wage Model to be incorporated into the licensing regime for security agencies, security officers will see an increase in basic starting monthly wages by2016 and increased training requirements to ensure that security officers are equipped with theskills to carry out their job functions. We believe that this will enhance professionalism andstandards in the security industry as well as attract more people to join the industry.

The above are not the only trends, uncertainties, demands, commitments or events that couldaffect us. Please refer to the other factors set out in "Risk Factors" on pages 35 to 51,"General Information on our Group – Trends and Prospects" on pages 140 to 143 and"Management's Discussion and Analysis of Results of Operations and Financial Condition"on pages 83 to 111 of the Offer Document.


8/12

8


WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED OR COULD MATERIALLYAFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?

KEY RISKS

The following are the five important key risks which may materially affect our business operations,financial performance and position, and your investment in the Invitation Shares and Warrants.

Our business comprises both recurring and project-based contracts and we may be unable torenew existing contracts or secure new contracts. For FY2014, approximately 75.0% of our total revenue was derived from recurring contracts, while the rest was from project-based contracts.We operate in a competitive market where it is difficult to predict when or if we will be awardedcontracts. Our ability to renew existing contracts when they expire or secure new contracts dependson a combination of factors including pricing, customer requirements and reputation in the market.We cannot assure you that we will be able to secure new contracts (or new contracts of a similar value or profit margins to existing ones) on a regular basis or renew existing contracts on similar or better terms when they expire. If we are unable to secure new contracts, renew existing contracts or if there is any lapse of time between our contracts due to the fact that we are unable to secure new

contracts on a regular basis, our results of operations, profitability and financial condition may beadversely affected.

Our security guarding contracts can be terminated without cause. Most of our securityguarding contracts give our customers the right to terminate our contracts after a notice period of between one and three months. Contracts with other customers also frequently permit the customer to terminate our security guarding services for any reason, with limited notice to us. In FY2014,four out of 56 contracts were terminated prior to completion. We cannot assure you that this willnot recur in the future and result in a loss of a portion of our order book. Our security guarding business contributed 25.1%, 39.8%, 50.5% and 56.6% of our pro forma revenue in FY2012,FY2013, FY2014 and HY2015 respectively. In the event that there is an increase in the number of customers terminating our contracts and we are unable to secure new contracts to offset the loss of these contracts, our business, financial condition and results of operations may be materially andadversely affected.

We face the risk of shortage of manpower. Our security guarding business is labour intensive.There is an acute shortage of security officers in the industry due to difficulties in recruiting andretaining these employees as the job entails long and irregular working hours. In addition, securityofficers are required to be suitably qualified and licensed before they are able to be deployed. Other factors such as minimum levels of training and/or increasing levels of regulation may also limit our ability to recruit new security officers and replace security officers who leave our Group, which inturn limits our ability to expand our business. This shortage of manpower is often exacerbatedwhen major events are held in Singapore.

While we have undertaken several initiatives to improve the working conditions of and benefitsgiven to our security officers (such as providing our security officers with progressive wages,awarding bursaries to the children of our security officers, as well as other employee benefits) so asto motivate and retain them, we cannot assure you that such measures will be effective. In the eventwe are unable to retain or are unable to recruit security officers to cover the operationalrequirements of our contracts, we may be required to pay liquidated damages to our customers for failing to meet their requirements, which may have a material and adverse effect on our business,reputation, financial condition and results of operations.

New technology may result in lower demand for printed cheques and other printed products.The main customers of our security printing business are financial institutions for which we provide cheque book and stationery printing services, as well as statutory boards for which we provide parking coupon printing services. The continued success of our security printing businessdepends on our customers continuing to use paper-based value documents for their businessoperations. We are unable to assure you, however, that paper-based value documents will not bereplaced by newer, paperless technology. Demand for paper-based security printing products has

been declining in the past few years due to the increasing use of electronic banking and electronic payment for parking. If we are unable to find new and innovative ways to keep our products and

Further Information

Refer to "Risk Factors" on pages 35 – 51of the Offer Document for moreinformation onrisk factors.


9/12

9


services relevant, our business, financial condition, results of operations and prospects will bematerially and adversely affected.

We may face uncertainties associated with the merger and integration of our businesses and

operations as well as new businesses which we may acquire. We may face difficultiesintegrating our businesses and operations in Singapore. Future acquisitions could also divert our management's attention from other business concerns and may expose our business to unforeseenliabilities or risks associated with entering new markets. We might also lose key employees whileintegrating with new organisations. We may not be able to coordinate and consolidate our corporate and administrative functions, including the integration of internal controls. In the eventthat we are unable to effectively or successfully manage and integrate our business operations, wemay not be able to realise the expected synergies, cost savings and growth of our Group. As aresult, our business, financial condition and results of operations may be materially and adverselyaffected.

In order to grow our business, we may, depending on available opportunities, feasibility andmarket conditions, also explore joint ventures, strategic alliances, acquisitions or investment

opportunities that are complementary to our business. Overseas expansion involves numerousrisks, including, but not limited to, the financial costs of investing in or setting up overseasoperations and working capital requirements. We are unable to assure you that such overseasoperations will achieve a sufficient level of revenue which will be profitable and if we fail tomanage such costs, our results of operations and financial condition may be adversely affected.

Strategic alliances, acquisitions or investments similarly involves numerous risks, including, butnot limited to, difficulties in the assimilation of the management, operations, services, products,technologies, systems and personnel, the possible diversion of our management's attention fromexisting business operations, unforeseen liabilities and loss of capital or other investmentsdeployed in such joint ventures, strategic alliances, acquisitions or opportunities. The successfulimplementation of our growth strategies depends on, among others, our ability to identify suitable partners, the successful integration of their operations with ours and obtaining the necessaryfinancing. We are unable to assure you that we will be able to execute such growth strategiessuccessfully and as such, the performance of any strategic alliances, acquisitions or investmentscould fall short of expectations.

If there are disagreements between us and our joint venture partners regarding the business andoperations of the joint ventures, we cannot assure you that we will be able to resolve them in amanner that will be in our best interests. In addition, such joint venture partners may (i) haveeconomic or business interests or goals that are inconsistent with ours; (ii) take actions contrary toour instructions, requests, policies or objectives; (iii) be unable or unwilling to fulfil their obligations; (iv) have financial difficulties; or (v) have disputes with us as to the scope of their responsibilities and obligations. Any of these and other factors may materially and adversely affectthe performance of our joint ventures, which may in turn materially and adversely affect our financial condition and financial performance.


10/12

10


WHAT ARE THE RIGHTS ATTACHED TO THE SECURITIES OFFERED?As of the date of the Offer Document, the issued and paid-up share capital of our Company wasS$[11,762,100] comprising [360,000,000] Shares.

We have only one class of shares, namely, ordinary shares. The Invitation Shares and theConverted Shares will have the same interest and voting rights as our other existing Shares thatwere issued prior to the Invitation and there will be no restrictions on the transferability of our Shares.

The Warrants will be detached from the Invitation Shares on allotment and issue and will tradeseparately on Catalist, under the book-entry (scripless) settlement system upon the listing of andquotation for the Warrants on Catalist. Each board lot of Warrants will consist of 100 Warrants or such other number as may be notified by us, the Sponsor and Issue Manager and/or theUnderwriter and Placement Agent. Shareholders who hold odd lots of Warrants (that is, lots other than board lots of 100 Warrants) and who wish to trade in odd lots on the SGX-ST are able to tradeodd lots of Warrants in board lots of one Warrant on the SGX-ST Unit Share Market.

The Warrants will be issued in registered form and will be constituted by the Deed Poll. Subject tothe terms and conditions of the Warrants set out in the Deed Poll, each Warrant shall entitle theWarrantholder, at any time during the Exercise Period to subscribe for one Converted Share at theExercise Price on the relevant Exercise Date.

Further Information

Refer to "TheInvitation, theWarrants andthe ConvertedShares – TheWarrants andthe ConvertedShares" on pages 28 to 32and"Appendix E – Summary of Selected

Articles of Association of our Company"on pages E-1to E-3 of theOffer Document for moreinformation onthe securitiesoffered in theInvitation.

HOW WILL THE PROCEEDS OF THE OFFER BE USED?Use of ProceedsThe gross proceeds from the Invitation, assuming that none of the Warrants are exercised, will beapproximately S$[ ] million. The net proceeds to be raised by our Company from the Invitation(after deducting the aggregate estimated expenses in relation to the Invitation of approximatelyS$[ ] million) is estimated to be approximately S$[ ] million which will be utilised as follows:

approximately S$[ ] million to expand our security guarding business;

approximately S$[ ] million to expand our cyber security, technology and systems integration business;

approximately S$[ ] million to enhance and upgrade security printing equipment;

approximately S$[ ] million for corporate infrastructure improvements; and

approximately S$[ ] million for general working capital purposes.

In the event that all of the Warrants are exercised at the Exercise Price during the Exercise Period, wewill receive additional gross proceeds of approximately S$[ ] million. We intend to utilise the proceeds received from the exercise of the Warrants for merger and acquisition and investmentopportunities as and when they arise.

Further Information

Refer to "Useof Proceedsand ListingExpenses" on pages 52 to 53of the Offer Document for moreinformation onour use of proceeds.

WILL WE BE PAYING DIVIDENDS AFTER THE OFFER?Past DividendsOur Company was incorporated on 14 August 2015 and has not declared or paid any dividendssince incorporation. Our subsidiary, Secura Singapore, has paid dividends of approximately S$1.0million, S$3.0 million, S$4.9 million and S$4.9 million for FY2012, FY2013, FY2014 and

Further Information

Refer to


11/12

11


HY2015 respectively. Secura Singapore also declared a dividend of approximately S$4.9 million inOctober 2015, which will be paid prior to the listing of our Shares on Catalist.

Dividend Policy

We do not have a fixed dividend policy. The form, frequency and amount of future dividends onour Shares will depend on our earnings, general business and financial condition, results of operations, capital requirements, cash flow, plans for expansion and other factors which our Directors may deem appropriate. In addition, our Company is a holding company and dependsupon the receipt of dividends and other distributions from our subsidiaries to pay the dividends onour Shares.The amount of dividends declared and paid by us should not be taken as an indication of thedividends payable in the future.

"DividendPolicy" on page 57 of theOffer

Document for moreinformation onour dividend policy.

DEFINITIONSAwards The awards which may be granted pursuant to the Share Plan

Award Shares The Shares which may be issued pursuant to the vesting of the Awards under theShare Plan

CEO The chief executive officer of our CompanyCFO The chief financial officer of our Company

Converted Shares Up to [ ] new Shares to be issued, credited as fully paid, upon the exercise of the Warrants in accordance with the Deed Poll, including where the contextadmits, such new Shares arising from the exercise of any further Warrants whichmay be issued pursuant to the terms and conditions of the Warrants as set out inthe Deed Poll

Cyber Security, Technologyand Systems Integration

Comprises Cyber Security, Homeland Security and Security Systems Integration

Deed Poll The deed poll dated [ ] executed by us for the purpose of constituting theWarrants (as the same may be amended or supplemented from time to time) andcontaining, among others, provisions for the protection of the rights and interestsof the Warrantholders

Directors The directors of our Company as of the date of the Offer DocumentExecutive Directors The executive directors of our Company as of the date of the Offer Document

Exercise Date In relation to the exercise of a Warrant, the Business Day on which theapplicable conditions referred to in the terms and conditions of the Warrants setout in the Deed Poll are fulfilled, or (if fulfilled on different days) on which thelast of such conditions is fulfilled, provided that if any such day falls during a period when the Register of Members of the Company is closed, then the"Exercise Date" shall be earlier of the next Business Day on which the Register of Members of the Company is open and the Expiration Date

Exercise Period The period during which the Warrants may be exercised commencing on andincluding the date of issue of the Warrants and expiring at 5.00 p.m. on the dateimmediately preceding the third anniversary of the date of issue of the Warrants,unless such date is a date on which the Register of Members is closed or is not aMarket Day, in which event, the Exercise Period shall end on the immediate

preceding Market Day which the Register of Members and/or the Register of Warrantholders remains open, as the case may be, but excluding such period(s)during which the Register of Warrantholders may be closed pursuant to theterms and conditions of the Warrants as set out in the Deed Poll

Exercise Price The sum payable in respect of each new share to which a Warrantholder will beentitled to subscribe upon the exercise of a Warrant, being [ ], subject to certainadjustments in accordance with the terms and conditions of the Warrants to beset out in the Deed Poll

FY Financial year ended, or as the case may be, ending 31 December Group Our Company and our subsidiaries pursuant to the Restructuring Exercise

HY Six-month financial period ended or, as the case may be, ending 30 JuneIndependent Directors The independent directors of our Company

Invitation The Placement and the Public Offer Invitation Shares The [ ] new Shares which are the subject of the Invitation


12/12

12


IoT Internet-of-Things, which is an environment in which objects, animals or peopleare provided with unique identifiers and the ability to transfer data over anetwork without requiring human-to-human interaction or human-to-computer interaction

Issue Price S$[ ] for each Invitation ShareMarket Day A day on which the SGX-ST is open for trading in securities

Non-Executive Directors The non-executive directors of our Company (including Independent Directors)Non-Independent Directors The non-independent directors of our Company

Offer Document The offer document issued by our Company dated [ ]Option(s) The share options which may be granted pursuant to the Share Option Scheme

Option Shares The new Shares which may be issued upon the exercise of the Options pursuantto the Share Option Scheme

Placement The placement by the Underwriter and Placement Agent of [ ] Invitation Shareson behalf of our Company for subscription at the Issue Price, subject to and onthe terms and conditions of the Offer Document

Public Offer The invitation by our Company to the public in Singapore for subscription of [ ] Invitation Shares at the Issue Price, subject to and on the terms and

conditions of the Offer DocumentRegister of Members The register of members of our Company

Register or Warrantholders The register of Warrantholders to be maintained by the Warrant Agent pursuantto the terms and conditions of the Warrants as set out in the Deed Poll

Restructuring Exercise The corporate restructuring exercise undertaken in connection with the InvitationSecura group of companies Secura Singapore Pte. Ltd. and its subsidiariesSecurity Consultancy and

ServicesComprises Security Consultancy, Executive Protection and Events Security andPrivate Investigation

SGX-ST Singapore Exchange Securities Trading LimitedShare Option Scheme The Secura Employee Share Option Scheme approved by our Shareholders and

implemented on [ ]Share Plan The Secura Performance Share Plan approved by our Shareholders and

implemented on [ ]Shares Ordinary shares in the capital of our Company

Soverus group of companies Soverus Group Pte. Ltd. and its subsidiariesWarrant Agent Boardroom Corporate & Advisory Services Pte. Ltd., or such other person as

may be appointed as such from time to time by our Company pursuant to theWarrant Agency Agreement

Warrantholders Registered holders of the Warrants except that where the registered holder isCDP, the term "Warrantholders" shall mean the Depositors whose SecuritiesAccounts with CDP are credited with the Warrants

Warrants [ ] free detachable warrants in registered form to be issued by us pursuant to theInvitation and, where the context so admits, such additional detachable warrantsas may be required or permitted to be issued by us pursuant to theterms and conditions of the Deed Poll (any such additional warrants to rank pari passu with the warrants issued pursuant to the Invitation and for all purposes to

form part of the same series), each such warrant entitling its holder to subscribefor one Converted Share at the Exercise Price during the Exercise Period,subject to the terms and conditions of the Warrants as set out in the Deed Poll

CONTACT INFORMATIONWHO CAN YOU CONTACT IF YOU HAVE ENQUIRIES RELATING TO OUR OFFER?

Registered Office and Business Address: 8 Pioneer Road North, Singapore 628460Telephone / Facsimile Number: (65) 6834 9500 / (65) 6895 9214Internet Address: http://www.securagroup.com.sg

secura group limited 2.pdf

Documents