the trendlines group ltd. (incorporated in...

29
1 THE TRENDLINES GROUP LTD. (Incorporated in Israel) (Company Registration No. 513970947) RESULTS OF THE ANNUAL GENERAL MEETING The Board of Directors (the “Board”) of The Trendlines Group Ltd. (the “Company”) wishes to announce that at its Annual General Meeting (the "AGM") held on 25 April 2018, the resolutions as set out in the Notice of AGM dated 20 March 2018, were duly passed 1 by shareholders of the Company by way of poll. The information as required under Rule 704(15) of the Singapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catalist (“Catalist Rules”) is as set out below: (a) Breakdown of all valid votes cast at the AGM: RESOLUTION NUMBER AND DETAILS Total no. of shares represented by votes for and against the relevant resolution FOR AGAINST No. of Shares As a percentage of total no. of votes for and against the resolution (%) No. of Shares As a percentage of total no. of votes for and against the resolution (%) Resolution 1 Re-election of Mr. Stephen Louis Rhodes as a Director of the Company 206,689,283 206,689,283 100.00 0 0.00 Resolution 2 Re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global as external independent auditors of the Company and authorizing the Directors to fix their remuneration 206,629,283 206,619,283 100.00 10,000 0.00 Resolution 3 Authority to issue new shares 206,724,283 196,215,883 94.92 10,508,400 5.08 1 Resolutions 1, 2 and 3 indicated in the Notice of AGM require a simple majority exceeding 50% of the votes cast to be carried.

Upload: vuongcong

Post on 04-Jun-2018

218 views

Category:

Documents


0 download

TRANSCRIPT

1

THE TRENDLINES GROUP LTD.

(Incorporated in Israel) (Company Registration No. 513970947)

RESULTS OF THE ANNUAL GENERAL MEETING

The Board of Directors (the “Board”) of The Trendlines Group Ltd. (the “Company”) wishes to announce that at its Annual General Meeting (the "AGM") held on 25 April 2018, the resolutions as set

out in the Notice of AGM dated 20 March 2018, were duly passed1 by shareholders of the Company by

way of poll. The information as required under Rule 704(15) of the Singapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catalist (“Catalist Rules”) is as set out below: (a) Breakdown of all valid votes cast at the AGM:

RESOLUTION NUMBER AND DETAILS

Total no. of shares

represented by votes for and against the

relevant resolution

FOR AGAINST

No. of Shares

As a percentage of

total no. of votes for and against the

resolution (%)

No. of Shares

As a percentage of

total no. of votes for and against the

resolution (%)

Resolution 1 Re-election of Mr. Stephen Louis Rhodes as a Director of the Company

206,689,283 206,689,283 100.00 0 0.00

Resolution 2 Re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global as external independent auditors of the Company and authorizing the Directors to fix their remuneration

206,629,283 206,619,283 100.00 10,000 0.00

Resolution 3 Authority to issue new shares

206,724,283 196,215,883 94.92 10,508,400 5.08

1 Resolutions 1, 2 and 3 indicated in the Notice of AGM require a simple majority exceeding 50% of the votes

cast to be carried.

2

(b) Details of parties who are required to abstain from voting on any resolutions:

No party is required to abstain from voting on any resolution put to vote at the AGM.

(c) Name of firm and/or person appointed as scrutineer:

Lee Lih Feng of DrewCorp Services Pte Ltd was appointed as scrutineer of the AGM. BY ORDER OF THE BOARD Gabriela Heller Chief Financial Officer and Joint Company Secretary 25 April 2018

This announcement has been prepared by The Trendlines Group Ltd. (the "Company") and its contents have been

reviewed by PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor") for compliance with the Singapore

Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist. The Sponsor has

not verified the contents of this announcement.

This announcement has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no

responsibility for the contents of this announcement, including the accuracy, completeness or correctness of any of

the information, statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Ms Jennifer Tan, Senior Manager, Continuing Sponsorship, (Mailing

Address: 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 and E-mail: [email protected])

SGX:42TOTCQX: TRNLY

About The Trendlines Group

Highlights from 2017 and a focus on 2018

Annual General Meeting

April 2018

Legal disclaimerImportant notice

This presentation is for informational purposes only and does not constitute or form any part of any offer for sale or subscription of, or solicitation

of, any offer to buy or subscribe for any securities of The Trendlines Group Ltd. (“Company”) or any of its portfolio companies nor shall it or any

part of it form the basis of, or be relied on in connection with, any contract, commitment or any investment decision whatsoever in Singapore,

Israel, the United States or in any other jurisdiction. The summary information herein does not purport to be complete. The information in this

presentation should not be relied upon as any representation or warranty, express or implied, of the Company. No reliance should be placed on

the fairness, accuracy, completeness or correctness of the information or opinions contained in this presentation. The information is subject to

change without notice.

The past performance of the Company is not necessarily indicative of its future performance. This presentation may contain statements that

constitute forward-looking statements which involve risks and uncertainties. These statements include descriptions regarding the intent, belief or

current expectations of the Company or its officers with respect to the results of business operations and financial condition, industry,

environment and future events and plans of the Company. Such forward-looking statements are not guarantees of future results, performance or

achievements. Actual results, performance or achievements of the Company may differ from those expressed in the forward-looking statements

as a result of various factors and assumptions, such as known and unknown risks and uncertainties, including those risk factors discussed in our

Offer Document dated 16 November 2015 and in our other filings with the SGXNET. By their nature, forward-looking statements involve risks and

uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. In light of these risks and

uncertainties, actual events, results and developments could differ materially from those expressed or implied by the forward-looking statements.

Reliance should not be placed on these forward-looking statements, which reflect the view of the Company or its officers as of the date of this

presentation only. The Company does not undertake any obligation to update or revise any of the forward-looking statements, whether as a result

of new information, future events or otherwise.

None of the Company or any of its respective affiliates, advisers or representatives shall have any liability whatsoever for any loss howsoever

arising, whether directly or indirectly, from any use, reliance or distribution of this presentation or its contents or otherwise arising in connection

with this presentation.

Neither this presentation nor any of its contents may be used without the prior written consent of the Company.

2

About Trendlines

Trendlines: building companies, commercializing innovation

4

Trendlines establishes, develops, invests in, and

supports technology-based medical and agricultural

companies to improve the human condition.

Life science

incubators

Trendlines: building companies, commercializing innovation

5

In-house innovation center

of The Trendlines Group

Inventing and developing

technologies to address

unmet market needs

Trendlines: building companies, commercializing innovation

6

03-Dec-17

Management: Decades of company-building experience

7

Todd Dollinger

Chairman & CEO

Steve Rhodes

Chairman & CEO

Eric Loh

CEO Trendlines Medical

Singapore

Yosi Hazan

VP The Trendlines Group

CEO Trendlines Labs

Moshe Katzenelson

VP Business Dev.

Gabi Heller

CFO & Joint Co. Sec’y.

Nitza Kardish, Ph.D.

VP The Trendlines Group

CEO Trendlines Incubators Israel

Key developments of 2017

• Trendlines Medical Singapore Pte. Ltd. launched and invested in first company

• Trendlines raised US$10.3 million of gross proceeds in new shares placement

• Trendlines Labs’ agreement with Singapore General Hospital and grant from the Singapore Israel Industrial Research and Development Foundation for clinical trials

• Launched “10 Companies to Watch” report

Key corporate developments FY 2017

9

• Nine new companies established (8 in Israel, 1 in Singapore)

• New company established under Bayer Trendlines Ag Innovation

Fund (IBI-Ag Ltd.)

• 15 portfolio companies raised over US$20 million in follow-on

investments – 4 from strategic partners

• Three exit-related events announced:

• Sale of shares in BioSight Ltd.

• Sale of holdings in MitrAssist Ltd.

• Investment in Vensica Medical Ltd. by Cogentix Medical, Inc. with an

acquisition option to acquire the entire share capital of Vensica

Key portfolio company developments FY 2017

10

• Disclosure of Stimatix GI Ltd. as Most Valuable Portfolio Company

(“MVP”) and acquirer as B. Braun Medical SAS

• Trendlines Medical Singapore Pte. Ltd. and K2 Global Pte. Ltd. to

participate in a government-backed SGD100 million start-up

program by SPRING SEEDS Capital Pte. Ltd.

• Trendlines and Nutreco Investments B.V. sign collaboration MOU

• ElastiMed Ltd. receives approval of US$1.6 million grant from

Horizon 2020 program

Q1 developments

11

Key financial developments

10 years of portfolio value expansion

13

US$ millions

*Portfolio value includes the fair value of investments in portfolio companies accounted for under the equity method or consolidated subsidiaries

0

20

40

60

80

100

120

140

30.12.08 30.12.09 30.12.10 30.12.11 31.12.12 31.12.13 31.12.14 31.12.15 31.12.16 31.12.17

Portfolio value*

Cumulative exit proceeds

Portfolio value with exit proceeds

Key financial developments FY2017

14

% ChangeChange31 December

2016

31 December

2017

+ 16%+ US$13.1 millionUS$83.7 million US$96.8 millionPortfolio value

N/A+ US$10.5 million(US$6.6 million)US$3.9 millionNet gain/loss

+ 18%+ US$14.0 millionUS$78.2 million US$92.2 millionBook value

+ 18%+ US$3.1 millionUS$17.3 millionUS$20.4 million Current assets

Consolidated condensed report of income

15

Net portfolio

value 31.12.16

Investments and

new companies

Fair value

increase

Fair value

decrease &

write-offs

Net portfolio

value 31.12.17

Cash, short-term

investments &

receivables

Fair value of

non-recourse

government

loans*

Deferred

revenue

(services

liability)

Deferred tax** Payables &

other

Total equity

31.12.17

83.7

(7.8)20.4

4.5

16.4

Key value components

96.8 92.9

(3.8)

(13.8)

(1.4)

Change in portfolio value during year Balance sheet

* Israeli government loans are non-recourse loans which only come due upon exit events.

** Deferred taxes from unrealized portfolio company valuation profits are offset and paid only upon realization of cash from exits.

(US$ millions)

16

(5.3)

10 Companies to Watch

• ApiFix Ltd.

• BioFishency Ltd.

• EdenShield Ltd.

• Fidmi Medical Ltd.

• Gordian Surgical Ltd.

10 companies (+1) to watch*

18

*Updated report issued: 23 April 2018

• Leviticus Cardio Ltd.

• MemTech Ltd.

• Saturas Ltd.

• STS Medical Ltd.

• Vensica Medical Ltd.

+1 Stimatix GI Ltd.

Low-profile solutions for colostomy management

19

Development of low-profile innovative solutions for

colostomy management, created to improve the quality of

life for people with stomas.

Achievements

• Multiple successful clinical studies completed

• Received CE and FDA approval within 3 years

Status

• Acquired by B. Braun in 2014 for cash, milestone

payments, and future royalties

• B. Braun has established high-volume manufacturing

facility

• Commercial launch of product mid-2018

The BioFishency all-in-one aquaculture

water treatment system

Water treatment system for aquaculture

20

Cost-effective, all-in-one water treatment system for

reduced water use and improved yields in all types of land-

based aquaculture systems

Recent developments

• 2017 sales of US$550,000; 2018 Q1 sales of US$800,000

• Signed term sheet with the Technion Research &

Development Foundation Ltd. to license new technology

for growing fish in different water temperatures and

water types

Status

• Units operating in over 8 countries

• Distribution agreements for Bangladesh, India, Taiwan

and China; cooperation with several strategic partners

• IP: patent in national phase

Leviticus provides the day-to-day power

needs of LVADs

A breakthrough in heart pump technology

21

Wireless system provides constant power needs of heart

pump (LVAD) implants to eliminate complications related to

drive line cables

Recent developments

• Animal trial with successful 60+ day follow-up

• Raised US$8.7 million to date

Status

• Fully operational system

• 12 issued patents and two pending (U.S.)

• Successful chronic animal trials and integration with

LVADs

• High visibility among LVAD players

• ISO 13485

Saturas represents an advanced decision

support system for optimal irrigation

Miniature stem water potential (SWP) sensor

22

Optimized irrigation through a miniature SWP sensor

embedded in the trunks of trees, vines, and plants

Recent developments

• Completed an investment round of US$4 million

• Completed successful field trials in commercial almond,

citrus and apple orchards (Spain and Israel)

• Developed a miniature version and successfully

embedded into vines for wine grapes

• New user-interface model developed and running

Status

• Sensors successfully operating in lemon, clementine,

almond, and apple trees for over a year

• To date, ~350 sensors installed in 3 experimental farms

and 10 commercials farms in Israel and Spain

• Established strategic cooperation with Netafim Ltd. and

NaanDanJain Ltd.

Upcoming events

AgriVest 2018

24

8 May 2018 | Tel Aviv, Israel

www.agrivestisrael.com

MIXii Biomed 2018

25

15 -17 May 2018 | Tel Aviv, Israel

http://kenes-exhibitions.com/biomed/

SGX: 42TOTCQX: TRNLY

+972.72.260.7000www.trendlines.com

25 April 2018

Steve Rhodes, Chairman & CEO

[email protected]

Gabi Heller, CFO

[email protected]

Issuer/Manager THE TRENDLINES GROUP LTD.

Securities THE TRENDLINES GROUP LTD. – IL0011328858 – 42T

Stapled Security No

Announcement Title Annual General Meeting

Date & Time of Broadcast 25-Apr-2018 20:57:17

Status New

Narrative Type Results of the Annual General Meeting

Meeting Date, Time and Venue

25/04/2018 14:00:00

Marina Mandarin Singapore Libra Gemini, Level 1,

6 Raffles Boulevard, Marina Square,

Singapore

Announcement Reference SG180425MEETTZKD

Submitted By (Co./Ind. Name) Gabriela Heller

Designation Joint Company Secretary