TA GLOBAL PROPOSED IPO LISTING
DEMERGER OF TA ENTERPRISE BERHAD DEMERGER OF TA ENTERPRISE BERHAD Property Derivatives Hotels Stock broking Unit Trusts & Investment Asset Services Management TA GLOBAL TA ENTERPRISE TA GLOBAL TA ENTERPRISE STREAMLINING OF SEPARABLE CORE BUSINESS PROPERTY HOLDINGS FINANCIAL & SERVICES PROPERTY INVESTMENT • Allow more aligned strategic • Realize the potential market development of the financial capitalization of these services segment businesses • Shareholders maintain the • Enable branding of existing and future projects existing value of the listed group • Existing shareholders will maintain a part of their stakeholdings on these business through TA Global
OBJECTIVE OF TA GLOBAL LISTING OBJECTIVE OF TA GLOBAL LISTING From TAE Perspective To allow TAE to streamline its two main core businesses i.e financial services and property division To improve organisational focus through more explicit management mandates and accountability for each respective business entity; To provide greater transparency on the performance of the respective entities; To enable the capital market and other stakeholders to better ascertain the respective merits and prospects of each entity;
OBJECTIVES OF TA GLOBAL LISTING OBJECTIVES OF TA GLOBAL LISTING From TA Global Perspective To enable TA Global Group to gain access the capital market in future to raise funds for future expansion and continued growth of its existing divisions locally and internationally; To enable TA Global Group to gain recognition and enhance our profile through listing status and further augment our corporate reputation and assist our Group in expanding our customer base; To facilitate the listing of and quotation for the entire enlarged issued and paid up share capital of TA Global on Bursa Securities; and To enable TA Global to increase Bumiputera equity participation in its business as well as to meet with one of the conditions imposed by the SC for listing.
TA ENTERPRISE & TA GLOBAL BERHAD REORGANIZATION & LISTING SCHEME
SUMMARY OF THE PROPOSED LISTING SCHEME SUMMARY OF THE PROPOSED LISTING SCHEME (“TAE”) To be undertaken by TA Enterprise Berhad To be undertaken by TA Enterprise Berhad (“TAE”) Stage 2 Stage 2 Stage 1 (A Stage 1 (A) & 1 (B) & 1 (B) Stage 3 Stage 3 Proposed Proposed Proposed Spin-off of Proposed Spin-off of TAE wil TAE will Distribution of Distribution of Property Division & Property Division & continue to continue to TAG Shares & TAG Shares & Reor Reorganization of ganization of hold shares hold shares ICPS to IC PS to TAE TAE in T in TAG sharehol sha olde ders Stage 1 (A) Stage 1(B) Stage 2 Stage 3 Disposal by TAE to TA Global Disposal by TAE Dividend in Offer for Sale 0f for RM1,725,781,814 to be to TA Global specie of 460,000,000 TA satisfied by 2,236,199,996 RM26,900,000 to 1,027,145,778 Global shares TA Global shares be satisfied by TA Global amounting to • 10,000,000 shares & 689,489 53,800,000 TA shares & RM230,000,000 to NRCPS of TA Properties Global shares 1,027,145,778 Bumiputra public, representing 100% of the ICPS by TAE bumiputra placement • Taman Duta issued and paid-up capital of (28.53% of TA & eligible Directors Residence TA Properties Global) to and employees of TA • 25,000 shares of Sanjung • 2 pieces of existing Global Group, TAE Padu representing 49% equity leasehold land shareholders of Group and Business interest held by TAE, with 2 residential TAE Associates of TA • 50% Unit Trust capital held by houses Global Group @ TAE in Wales House Trust RM0.50
SUMMARY OF THE PROPOSED LISTING SCHEME SUMMARY OF THE PROPOSED LISTING SCHEME (“TAG”) To be undertaken by TA Global To be undertaken by TA Global Berhad Berhad (“TAG”) Stage 2 Stage 2 Stage 3 Stage 3 Stage 4 Stage 4 Stage 1 Stage 1 Proposed Rights Issue & Proposed Rights Issue & Proposed Proposed Proposed Proposed Proposed Proposed capitalization of amount capitalizatio n of amount Offer for Sale Offer for Sale Listing o Listing on the the Acquisition Acquisition owing to TAE owing to TAE to Bumi to Bumiputra putra Main Board Main Board Stage 1 (A) Stage 1(B) Stage 2 Stage 2 Stage 3 Stage 3 Stage 4 Stage 4 Acquisition by Proposed Acquisition by Rights Issue of Listing of TA TA Global from Offer for TA Global 269,974,638 TA Global shares TAE the entire Sale by from TAE Global shares @ and ICPS on the issued and paid- TAE of Taman Duata RM0.50 to be Main Market of up capital of TA 460,000,00 Residence subscribed by Bursa on end Properties, 50% 0 TA and 2 pieces TAE Nov 2009 of Wales House Global of leasehold Trust & 49% Capitalization of shares @ lands with 2 Sanjung Padu RM520,012,681 RM0.50 houses for for owing to TAE via RM26,900,000 RM1,725,781,81 the issuance of to be satisfied 4 to be satisfied 1,040,025,362 by 53,800,000 by 2,236,199,996 new TA Global TA Global TA Global shares @ shares shares RM0.50
TAE ASSETS TRANSFER TO TA GLOBAL TAE ASSETS TRANSFER TO TA GLOBAL • Damansara Idaman • Idaman Villa Property Development • Idaman Residences • Seri Suria TA • Nova Square GLOBAL • TA 3 & TA 4 • Other strategic landbanks Property Holding EXISTING : • Menara TA One, KL • Terasen Center, Vancouver • Radisson Hotel, Sydney • AAVA Whistler, Whistler • Westin Melbourne, Melbourne
BUSINESS OVERVIEW OF TA GLOBAL BUSINESS OVERVIEW OF TA GLOBAL (Post IPO) (Post IPO) TA Global Credit and Property Hospitality Others lending Operations (cease new loans) Property Property development investment and management 9
BUSINESS OVERVIEW OF TA ENTERPRISE BUSINESS OVERVIEW OF TA ENTERPRISE (POST IPO) (POST IPO) TA Global TA Enterprise (Listed on Main isted on Main Market) Market) Investment Inv stment Stockbroking Futures & Futures & Corporate Corporate Ma Managem nagement nt Derivat Der vatives ves Advisory Advisory Malaysia Hong Kong PROPERTIES FOR OFFICE USE • Wisma Dijaya, Petaling Jaya • TAHK Office in Lippo Tower, Hong Kong
TA GLOBAL SHARE CAPITAL
TA GLOBAL SHARE CAPITAL TA GLOBAL SHARE CAPITAL Number Number of Share of ICPS Shares Capital (million) (million) (RM’million) Authorised Share Capital 2,500 7,500 5,000 Existing Issued and Fully Paid Up Share Capital (1) - 4 RM2.00 New Shares to be issued:- 1,215 2,290 1,752.5 Pursuant to the Acquisitions - 270 135.0 Pursuant to the Rights Issue - 1,040 520.0 Pursuant to the Capitalisation Enlarged Share Capital 1,215 3,600 2,407.5 Existing Shares to be offered for sale (2) - 460 230.0 Shares to be distributed pursuant to Dividend In Specie 1,027 1,027 1,027.0
CLASSES OF SHARES CLASSES OF SHARES TA Global has two (2) classes of shares Shares - rank pari passu ICPS - rank pari passu Shares rank pari passu with all existing Shares, including voting rights and rights to all dividends and distributions that may be declared subsequent to the date of allotment thereof. New Shares issued arising from the conversion of the ICPS shall, upon allotment and issue, rank pari passu in all respect with the then existing issued Shares, Except that the New Shares shall not be entitled to any dividends, rights, allotments and/or other distributions , the entitlement date of which is prior to the date of allotment of the new Shares.
SALIENT TERMS OF TA GLOBAL ICPS SALIENT TERMS OF TA GLOBAL ICPS ICPS – Irredeemable Convertible Preference Shares Convertible after year 3 Maturing in year 5, automatic conversion into shares No dividend shall be paid to ICPS holders Conversion Price RM0.50 Mode of conversion does not involve any cash outlay by the ICPS holders Listing will be sought on the Main Market
TA GLOBAL MARKET CAPITALISATION TA GLOBAL MARKET CAPITALISATION TA Global market capitalisation upon Listing, based on the Offer Price and the enlarged issued and paid up share capital of 3,600,000,000 Shares and 1,215,363,632 ICPS amounts to RM2,407,681,816 .
OFFER FOR SALE SCHEME TA GLOBAL
BASIS OF ARRIVING AT THE OFFER PRICE BASIS OF ARRIVING AT THE OFFER PRICE The Offer Price was determined and agreed upon by TA Global and AmInvestment Bank as Adviser after taking into consideration, amongst others, the following factors: - TA Global Group’s financial operating history and conditions and financial position; The business growth potential, future plans, strategies and prospects of TA Global Group; The prevailing market conditions; TA Global proforma consolidated NTA per Share as at 30 April 2009 of RM0.49 per Share based on our enlarged issued and paid up share capital of 3,600,000,000 Shares. Outlook of the property development and property investments industries; and Competitive advantages of TA Global.
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