PROPOSED REVERSE TAKE-OVER 8 October 2013
General Disclaimer This press presentation is for information purposes only and must be read in conjunction with, and is subject to, the full text of Albedo Limited s (the Company ) announcements on 20 September 2013 and 7 October 2013 (the Announcements ). Unless otherwise defined herein, all capitalised terms used in this press presentation shall have the same meanings as defined in the Announcements. This release is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the transactions proposed in the Announcements (the "Proposed RTO Transactions") or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This press presentation also does not constitute a prospectus or prospectus equivalent document. A potential investor should carefully read the circular to be distributed to all the Company s shareholders in due course. Nothing contained herein or therein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein. Further, nothing in this press presentation should be construed as constituting legal, business, tax or financial advice. In no event shall the Company, the Vendor, the Promoters and any of their respective affiliates, associates, employees or directors, officers, advisers, legal advisers or shareholders be liable for any direct, indirect, special (including loss of revenue or income, pain and suffering, emotional distress, or similar damages), incidental, punitive, or consequential damages arising out of or related to the use of any information contained in this press presentation, and regardless of whether such damages arise in contract, tort, under statute, in equity, at law, or otherwise. This press presentation is a summary only and does not purport to contain all of the information that may be required to evaluate any potential transaction. The Proposed RTO Transactions will be subject to the full terms and conditions set out in the circular to be distributed to all of the Company s shareholders in due course and the Company urges all its shareholders to read the circular when it becomes available because it will contain important information in relation to the Proposed RTO Transactions. Any vote in respect of the Proposed RTO Transactions or other response in relation to the Proposed RTO Transactions should be made only on the basis on the information contained in the circular. You should conduct your own independent analysis of the Proposed RTO Transactions, including consulting your own independent legal, business, tax and financial advisers and other advisers in order to make an independent determination of the suitability, merits and consequences of investment in the Company described herein. The information in this press presentation is provided as at the date of this press presentation (unless stated otherwise) and is subject to change without notice. Forward-looking statements This press presentation contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are not based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements and are not a guarantee of future performance. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", targets, aims, projects or words or terms of similar substance or the negative thereof, are forward-looking statements, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forwardlooking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of operations resulting from the Proposed RTO Transactions; and (iii) the effects of global economic conditions on business. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on current views and certain key assumptions. Many factors may cause the actual results, performance or achievements of the parties to the Proposed RTO Transactions (the Parties ) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of the Parties to differ materially from the expectations of the Parties, as applicable, include, among other things, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities, interest rate and currency fluctuations, the failure to satisfy any conditions for the Proposed RTO Transactions on a timely basis or at all, the failure to satisfy the conditions of the Proposed RTO Transactions when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the failure of completion of the Proposed RTO Transactions on a timely basis or at all, the inability to realise successfully any anticipated benefits when the Proposed RTO Transactions are implemented, the Parties incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Proposed RTO Transactions when implemented. Such forward-looking statements should therefore be construed in light of such factors. The Company does not intend to update forward-looking statements made herein to reflect actual results or changes in assumptions or other factors that could affect those statements, subject to compliance with all applicable laws, including the Securities and Futures Act and any regulations thereunder, and rules of the Singapore Exchange Securities Trading Limited. Neither Company, the Vendor, the Promoters nor any of their respective affiliates, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. This press presentation is not be distributed or circulated outside of Singapore. The distribution of this press presentation into jurisdictions other than Singapore may be restricted by law. Persons into whose possession this press presentation and such other documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 2
Iskandar Malaysia Rise of a New Metropolis 3
The Rise of A New Metropolis Total Committed Investment of RM106 bil (USD33 bil) (1) to Support Economic Activity in Iskandar Malaysia. (1) As of December 2012 4
The Rise of A New Metropolis (Cont d) The Iskandar Malaysia comprises five flagship zones based on their roles as development focal points. 5
The Rise of A New Metropolis (Cont d) (Source: http://www.iskandarinvestment.com/about-us/milestones/) 6
Gelang Patah Beneficiary of Iskandar Malaysia Initiatives 7
Location of Gelang Patah 23 rd JULY 2013 Gelang Patah 8
Connectivity of Gelang Patah 23 rd JULY 2013 9
Beneficiary of Surrounding Growth 1. Kuala Lumpur Singapore High Speed Rail (HSR) Projected to be completed in 2020 passing and stopping at Nusajaya before entering Singapore. 2. Right next to Nusajaya 10 mins drive Legoland, Hello Kitty Themepark, Pinewood Studios, Puteri Harbour, Kota Iskandar, Educity, Medini, Afiat Health Park, Southern Industrial and Logistics Cluster and more. 3. Access to Major Highways The Land is surrounded by excellent connectivity; 2 nd Link Highway, Pontian Highway, Pasir Gudang Highway and Coastal Highway. In addition, potential future undersea tunnel linking Malaysia and Singapore. 4. Popular Residential Area The Land is in Gelang Patah with neighbouring established residential developments such as SP Setia Eco Gardens, Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 10
Setia Eco Gardens Development Setia Eco Gardens Land size Development Dev. Status Sales : 948 acres : Mixed Development : Development still in progress : Launched projects fully sold Double Storey Eco Villa (40 x 90 ) Prices from RM1.5 mil Double Storey Eco Homes (22 x 70 ) Prices from RM640,000 Setia Business Park Land size Development Dev. Status : 183 acres : Industrial Detached/Semi- Detached Factories : Completed Sales : Fully sold Selling price of approx. RM360 psf 11
Location of Parcel 1-7 12
Detailed Information on Parcels 1 7 Confirmed Land Parcels to be injected Parcel (1) Land Area Development Plan Land Status Parcel 1 295.9 acres 40% Commercial / 60% Industrial Freehold Parcel 2 160.5 acres 30% Commercial / 70% Residential Freehold Parcel 3 29.9 acres 100% Commercial Freehold Parcel 4 38.9 acres 100% Commercial Freehold Parcel 5 8.3 acres 100% Commercial Freehold Parcel 6 8.5 acres 100% Commercial Freehold Parcel 7 120.7 acres 30% Commercial / 70% Residential Freehold Total 662.7 acres Note: (1) Land parcels are currently owned/procured by the Vendor Expected development period for all 7 land parcels is 12 to 15 years Land parcels are valued at approx. RM2.7 bil or approx. RM94psf (with Development Order in place) 13
Proposed RTO Scheme Envisaged Group Structure 14
Proposed RTO Steps Step 1: Albedo to divest existing businesses Step 2: After Proposed Injection of assets by Infinite Rewards Existing shareholders 100% Infinite Rewards 95% Existing shareholders 5% Albedo To be divested Existing operations To dispose all existing businesses Distribute cash balance to shareholders Delivery of clean vehicle Albedo 100% Reflections Oasis 100% 100% 100% 100% TCSB FWSB RCSB LUSB 100% SGSB 15
Proposed RTO Steps (Cont d) Step 3: After Proposed Placement 74.8% (1) Infinite Rewards Placees 20.3% (1) 4.9% (1) Existing shareholders Business Collaboration i. Project Management Contract; and ii. Marketing & Sales Contract Albedo 100% Reflections Oasis 100% 100% 100% 100% TCSB FWSB RCSB LUSB 100% Note: (1) Based on an indicative placement of SGD170 mil via a placement of new shares and partial sale of shares by Infinite Rewards. Figures shown are for illustrative purposes and subject to changes. SGSB 16
Basis of Injection Valuation Properties Land Value (RM mil) Liabilities (RM mil) Net Asset Value (RM mil) As a % of total Parcel 1 960 203 757 33% Parcel 2 612 197 415 18% Parcel 3 201-201 9% Parcel 4 275-275 12% Parcel 5 71-71 3% Parcel 6 55-55 2% Parcel 7 547-547 24% (1) 2,721 400 2,321 100% Less: Discount (384) Net Total 1,937 Net Total (SGD mil) (2) 774 (1) As per independent valuation carried out by Knight Frank dated 30 August 2013. The valuation assumed that Parcels 1 7 have obtained respective Development Orders. (2) Converted at 12 month average rates of RM2.5019:SGD1.00. 17
Commencement of Property Development Business Indicative Timeline Jan 2014 Feb 2014 Mar 2014 Completion of RTO Mar 2017 Deadline to Obtain DOs Parcel 1 obtained DO Commence authority submissions Circular to be circulated to shareholders. EGM called. Upon completion, Albedo issues new shares as Purchase Consideration Corresponding shares to Parcel 2 7 are placed under escrow until respective Dos are obtained Parcel 2 7 have obtained DO Shares under escrow are released progressively Signing of PMC & MSC Commencement of Parcel 1 development 18
Proposed Collaboration with Tropicana Corporation Berhad Project Management Contract (PMC) 1. Project Implementation Performing the role of Project Manager through effective planning, management and coordination of all activities associated with the implementation strategy. 2. Design Management Assisting on the preparation of the project design brief, coordinating the provision of all relevant information and obtaining approval. 3. Programming In conjunction with the Consultants, preparing, monitoring and maintaining a master programme from concept to completion showing principal activities and identifying critical milestones. 4. Contract Management Advising as necessary on dispute avoidance strategies, managing the resolution of claims submitted by the Contractor under the building contract and making the appropriate recommendations in conjunction with the Consultants. Marketing & Sales Contract (MSC) 1. Manning of sales office and show unit Providing experienced and trained personnel to maximize sales. 2. Strategize, implementation and execution of sales launches Ensure effective execution and timing the launches to maximize sales. 3. Manage and report on registration, prospects and purchaser database To provide opportunity to find segments of customers or prospects that can be communicated in a customized manner. 4. Undertake and manage sales and booking control, procedure and negotiations To provide expertise in implementing proper control and procedure to capture sales and bookings. 5. Monitor and manage the execution of sales and purchase agreement Monitor and manage parties such as lawyer and purchasers on signing of agreement and collection of first 10% down payment. 19
Professional Advisers The following advisers appointed/to be appointed: Role Advisers 1) Financial Adviser and Sponsor PrimePartners Corporate Finance 2) Legal counsel to Albedo Wong Tan & Molly Lim LLC 3) Legal counsel to Infinite Rewards Lee & Lee 4) Global co-ordinator, lead manager, book runner and joint placement agent of Proposed Compliance Placement Morgan Stanley Asia (Singapore) Pte 5) Reporting Accountants Deloitte & Touche LLP 6) Independent Valuers Knight Frank Malaysia 7) Independent Financial Adviser To be confirmed 20
Development of Parcel 1-7 Preliminary Development Plans 21
TROPICANA BUSINESS PARK PARCEL 4 Parcel 1 International Business Park (Mixed Used Development) Parcel 1 (Mixed Development) (295.9 Acres) INTERNATIONAL BUSINESS PARK Land Area Components 295.9 acres Industrial, Commercial, Apartment & Worker s Accommodation 22
TROPICANA BUSINESS PARK PARCEL 4 Parcel 1 International Business Park (Mixed Used Development) (Cont d) Master Plan 23
TROPICANA BUSINESS PARK PARCEL 4 Parcel 1 International Business Park (Mixed Used Development) (Cont d) 3D-Massing 24
TROPICANA BUSINESS PARK PARCEL 4 Parcel 2 Mixed Used Development Parcel 2 Mixed Development (160.5 Acres) P A R C E L 2 Land Area Components 160.5 acres Iconic tower, SOHO & Apartment 25
TROPICANA BUSINESS PARK PARCEL 4 Parcel 3 Commercial Development Parcel 3 Commercial Development (29.9 Acres) Land Area Components P A R C E L 3 29.9 acres Business Suite, Retail Shops & SOHO Towers 26
TROPICANA BUSINESS PARK PARCEL 4 Parcel 4 Commercial Development Parcel 4 (Commercial Development) 38.9 Acres Land Area Components P A R C E L 4 38.9 acres Serviced Apartment & Retail Shops 27
TROPICANA BUSINESS PARK PARCEL 4 Parcel 5 Commercial Development Parcel 5 (Commercial Development) 8.3 Acres P A R C E L 5 Land Area Components 8.3 acres Serviced Apartment & Retail Shops 28
TROPICANA BUSINESS PARK PARCEL 4 Parcel 6 Commercial Development Parcel 6 (Commercial Development) 8.5 Acres P A R C E L 6 Land Area Components 8.5 acres Serviced Apartment & Retail Shops 29
TROPICANA BUSINESS PARK PARCEL 4 Parcel 7 Mixed Used Development Parcel 7 (Mixed Development) 120.7 Acres P A R C E L 7 Land Area Components 120.7 acres Landed Homes, Apartment, Shopping Mall & Office Towers 30
Thank You 31