TA GLOBAL PROPOSED IPO LISTING DEMERGER OF TA ENTERPRISE BERHAD - - PowerPoint PPT Presentation

TA GLOBAL PROPOSED IPO LISTING

FINANCIAL SERVICES STREAMLINING OF SEPARABLE CORE BUSINESS

• Realize the potential market

capitalization of these businesses

• Enable branding of existing and

future projects

• Existing shareholders will

maintain a part of their stakeholdings on these business through TA Global

• Allow more aligned strategic

development of the financial services segment

• Shareholders maintain the

existing value of the listed group

TA GLOBAL TA GLOBAL TA ENTERPRISE TA ENTERPRISE Derivatives Property Hotels Stock broking Investment Services Unit Trusts & Asset Management PROPERTY HOLDINGS & PROPERTY INVESTMENT

DEMERGER OF TA ENTERPRISE BERHAD DEMERGER OF TA ENTERPRISE BERHAD

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

Stage 1 (A Stage 1 (A) & 1 (B) & 1 (B) Proposed Spin-off of Proposed Spin-off of Property Division & Property Division & Reor Reorganization of ganization of TAE TAE Stage 2 Stage 2 Proposed Proposed Distribution of Distribution of TAG Shares & TAG Shares & IC ICPS to PS to sha sharehol

• lde

ders

Stage 1 (A) Disposal by TAE to TA Global for RM1,725,781,814 to be satisfied by 2,236,199,996 TA Global shares

• 10,000,000 shares & 689,489

NRCPS of TA Properties representing 100% of the issued and paid-up capital of TA Properties

• 25,000 shares of Sanjung

Padu representing 49% equity interest held by TAE,

• 50% Unit Trust capital held by

TAE in Wales House Trust Stage 1(B) Disposal by TAE to TA Global RM26,900,000 to be satisfied by 53,800,000 TA Global shares

• Taman Duta

Residence

• 2 pieces of

leasehold land with 2 residential houses

To be undertaken by TA Enterprise Berhad To be undertaken by TA Enterprise Berhad (“TAE”) (“TAE”)

Stage 3 Offer for Sale 0f 460,000,000 TA Global shares amounting to RM230,000,000 to Bumiputra public, bumiputra placement & eligible Directors and employees of TA Global Group, TAE Group and Business Associates of TA Global Group @ RM0.50

Stage 3 Stage 3 TAE wil TAE will continue to continue to hold shares hold shares in T in TAG

Stage 2 Dividend in specie of 1,027,145,778 TA Global shares & 1,027,145,778 ICPS by TAE (28.53% of TA Global) to existing shareholders of TAE

SUMMARY OF THE PROPOSED LISTING SCHEME SUMMARY OF THE PROPOSED LISTING SCHEME

Stage 2 Stage 2

Rights Issue of 269,974,638 TA Global shares @ RM0.50 to be subscribed by TAE Capitalization of RM520,012,681

• wing to TAE via

the issuance of 1,040,025,362 new TA Global shares @ RM0.50

Stage 4 Stage 4

Listing of TA Global shares and ICPS on the Main Market of Bursa on end Nov 2009

Stage 1 Stage 1 Proposed Proposed Acquisition Acquisition Stage 4 Stage 4 Proposed Proposed Listing Listing o

• n the

the Main Board Main Board Stage 2 Stage 2 Proposed Rights Issue & Proposed Rights Issue & capitalizatio capitalization of amount n of amount

• wing to TAE
• wing to TAE

To be undertaken by TA Global To be undertaken by TA Global Berhad Berhad (“TAG”) (“TAG”)

Stage 3 Stage 3 Proposed Proposed Offer for Sale Offer for Sale to Bumi to Bumiputra putra

Stage 3 Stage 3

Proposed Offer for Sale by TAE of 460,000,00 0 TA Global shares @ RM0.50 Stage 1 (A) Acquisition by TA Global from TAE the entire issued and paid- up capital of TA Properties, 50%

• f Wales House

Trust & 49% Sanjung Padu for RM1,725,781,81 4 to be satisfied by 2,236,199,996 TA Global shares Stage 1(B) Acquisition by TA Global from TAE Taman Duata Residence and 2 pieces

• f leasehold

lands with 2 houses for RM26,900,000 to be satisfied by 53,800,000 TA Global shares

• Menara TA One, KL
• Damansara Idaman
• Idaman Villa
• Idaman Residences
• Seri Suria
• Nova Square
• TA 3 & TA 4
• Other strategic landbanks

TA GLOBAL Property Holding

• Terasen Center, Vancouver
• Radisson Hotel, Sydney

EXISTING : Property Development

• AAVA Whistler, Whistler

TAE ASSETS TRANSFER TO TA GLOBAL TAE ASSETS TRANSFER TO TA GLOBAL

• Westin Melbourne, Melbourne

9 Hospitality Operations Others Credit and lending

(cease new loans)

Property Property development Property investment and management TA Global

BUSINESS OVERVIEW OF TA GLOBAL BUSINESS OVERVIEW OF TA GLOBAL (Post IPO) (Post IPO)

BUSINESS OVERVIEW OF TA ENTERPRISE BUSINESS OVERVIEW OF TA ENTERPRISE (POST IPO) (POST IPO)

Futures & Futures & Der Derivat vatives ves Corporate Corporate Advisory Advisory Inv Investment stment Ma Managem nagement nt

Stockbroking Malaysia Hong Kong TA Enterprise

• Wisma Dijaya, Petaling Jaya
• TAHK Office in Lippo Tower, Hong Kong

PROPERTIES FOR OFFICE USE

TA Global

(Listed on Main isted on Main Market) Market)

TA GLOBAL SHARE CAPITAL

TA GLOBAL SHARE CAPITAL TA GLOBAL SHARE CAPITAL

Number

• f ICPS

Number of Shares Share 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:-  Pursuant to the Acquisitions 1,215 2,290 1,752.5  Pursuant to the Rights Issue

• 270

135.0  Pursuant to the Capitalisation

• 1,040

520.0 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.

 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

• utlay by the ICPS holders

 Listing will be sought on the Main Market

SALIENT TERMS OF TA GLOBAL ICPS SALIENT TERMS OF TA GLOBAL ICPS

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.

TA GLOBAL OFFER FOR SALE SCHEME

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

• thers, the following factors: -
• TA Global Group’s financial operating history and conditions and

financial position;

• The business growth potential, future plans, strategies and prospects
• f TA Global Group;
• The prevailing market conditions;
• TA Global proforma consolidated NTA per Share as at 30 April 2009
• f 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.

TA GLOBAL LISTING SCHEME TA GLOBAL LISTING SCHEME

Stages of Proposed Listing Scheme (based on audited 31 January 2008)

• No. of ICPS of RM0.50

each

• No. of Ordinary Shares of

RM0.50 each Existing (currently still 2 shrs @ RM1 each) 4 Proposed Acquisitions 1,215,363,632 2,289,999,996 Proposed Rights Issue 269,974,638 Proposed Public Issue Nil Proposed Capitalisation 1,040,025,362 Total Enlarged Share Capital 1,215,363,632 3,600,000,000 Proposed Dividend-In-Specie 1,027,145,778 1,027,145,778 Proposed Offer for Sale

• Placement to MITI approved Bumiputera Investor

Up to 360,000 ,000*

• Ballotting for Malaysian Bumiputera Public Investor

Up to 90,000,000

• Pink Form Shares Allocation

Up to 10,000,000 IPO Price RM0.50 Market Capitalisation RM2,407,681,816

*

The Bumi block must firstly be offered to MI TI approved Bumi investors and if unsubscribed,

• ffered to Bumi public via balloting. NDP requirements deemed to be met upon completion of this

process

Malaysian Bumiputera Public Up to 90,000,000 Shares (2.5%)

ISSUED & PAID-UP CAPITAL OF TA GLOBAL

3,600,000, 000 NEW ORDINARY SHARES @ RM0.50 1,215,363,632 NEW ICPS @ RM0.50 EACH TAE Direct Holding At least 2,112,854,222 shares (58.7%) At least 188,217,854 ICPS (15.5%)

TA GLOBAL LISTING SCHEME TA GLOBAL LISTING SCHEME

Pink Form Up to 10,000,000 Shares (0.28%) Bumiputera Placement Up to 360,000,000 Shares (10.0%) Dividend in Specie to TAE shareholders Up to 1,027,145,778 Shares (28.5%) Up to 1,027,145,778 ICPS (84.5%)

DETAILS OF TA GLOBAL OFFER FOR SALE DETAILS OF TA GLOBAL OFFER FOR SALE

TA Global Offer for Sale Minimum Scenario (No. of Shares) Maximum Scenario (No. of Shares) Malaysian Bumiputera Public

• 90,000,000

Bumiputera Placement

• 360,000,000

Pink Form Shares Allocation

• 10,000,000

Total Offer For Sale

• 460,000,000

Total shares & ICPS issued in TA Global 3,600,000,000 shares 1,027,145,788 ICPS 3,600,000,000 shares 1,027,145,788 ICPS Enlarged issued and paid up share capital of TA Global 4,815,363,632 shares 4,815,363,632 shares

TA GLOBAL OFFER FOR SALE ALLOCATION TA GLOBAL OFFER FOR SALE ALLOCATION

 The Offer Shares will be allocated in the following manner: - a) Malaysian Bumiputera Public Up to 90,000,000 Shares (2.5%) for application by Malaysian Bumiputera citizens, Bumiputera companies, Bumiputera societies, Bumiputera co-operatives and Bumiputera institutions to be allotted by way of balloting. b) Bumiputera Placement Up to 360,000,000 Offer Shares (10.0%) will be reserved for MITI approved Bumiputera institutions and investors. c) Eligible Directors and Employees of our Group and TAE Group and/or Business Associates of our Group Up to 10,000,000 Offer Shares (0.28%) made available for application by the eligible Directors and employees of our Group and TAE Group and/or business associates of our Group (“Pink Form Shares Allocation”). Will be allocated to the 1,340 eligible Directors and employees of TA Global Group and TAE Group and/or business associates of TA Global Group.

 Any Offer Shares not subscribed by the Bumiputera investors under the Bumiputera Placement shall be made available for application by the Malaysian Bumiputera Public as a balloting process.  Thereafter, any Offer Shares that were reallocated to the Bumiputera Public (as a balloting process) and not taken up by the Bumiputera Public will remain with TAE.  Similarly, any Offer Shares which are not taken up by eligible Directors and employees of TA Global Group and TAE Group and/or business associates of TA Global Group will be reoffered to TA Global Group and TAE Group’s eligible Directors and employees and / or business associates of our Group.  Subsequently, any Offer Shares reoffered which are not taken up will remain with the Offeror, TAE.

TA GLOBAL OFFER FOR SALE ALLOCATION TA GLOBAL OFFER FOR SALE ALLOCATION

 Basis shall be 3 TA Global shares together with 3 ICPS for

every 5 TAE shares held.

 Based on TAE’s paid up of 1,711,909,630 as at 29 Jul 2009,

the distribution shall be 1,027,145,778 TA Global shares together with up to 1,027,145,778 ICPS held by TAE shareholders.

 Dividend in specie will involve a reduction of TAE’s retained

profits only.

 Dividend in specie does not involve a reduction in share

capital or share premium of TAE.

 The par value of TAE will remain unchanged at RM1.00 per

share.

DIVIDEND IN SPECIE TO TAE DIVIDEND IN SPECIE TO TAE SHAREHOLDERS SHAREHOLDERS

TAE SHAREHOLDING IN TA GLOBAL TAE SHAREHOLDING IN TA GLOBAL

 TAE is the sole shareholder of TA Global.  Prior to the Offer For Sale, TAE is the beneficial owner of 3,600,000,000 Shares, representing 100% of the issued and paid up share capital of TA Global and all of the 1,215,363,632 ICPS.  Upon completion of the Proposed Dividend-In-Specie and Proposed Listing but prior to the conversion of ICPS, TAE will hold at least 2,112,854,222 shares or 58.7% equity interest in TA Global and at least 188,217,854 ICPS or approximately 15.5% of the total ICPS of TA Global  With the conversion of the ICPS in year 5, TAE will hold at least 2,301,072,076 shares or 47.8% equity interest in TA Global.

UTILIZATION OF PROCEEDS

Timeframe for utilisation Amount (RM’million) (i) Renovation of Aava Whistler Hotel Within 12 months 70.6 (ii) Working capital* Within 24 months 54.4 (ii) Estimated listing expenses* Within 12 months 10.0 Total proceeds 135.0

Note:- * If the actual listing expenses are higher than budgeted, the deficit will be funded out of the portion allocated for working capital. Conversely, if the actual listing expenses are lower than budgeted, the excess will be utilised for working capital purposes.

 The gross proceeds of RM135.0 million which accrued entirely to TA Global from the Rights Issue, based on the issue price of RM0.50 each are proposed to be utilised in the following manner:-  The gross proceeds arising from the Offer for Sale of up to RM230.0mil shall accrue entirely to TA Enterprise and no part of the proceeds will be received by TA Global. SC’s approval will be required for the utilization of this proceeds.

TA GLOBAL IPO TIMETABLE TA GLOBAL IPO TIMETABLE

PROSPECTUS LAUNCH DESPATCH OF CIRCULAR TO TAE SHAREHOLDERS (18th September) SUBMIT REGISTRATION FILE TO SC SHAREHOLDERS APPROVAL AT EGM (5th October 2009) REGISTRATION OF PROSPECTUS

LISTING ON THE MAIN MARKET (Targeted November 2009)

ANNOUNCEMENT OF ENTITLEMENT DATE