CIRCULAR DATED 5 NOVEMBER 2020
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
This Circular (as defined herein) is issued by Sim Leisure Group Ltd. (the “Company”). If you are in any doubt in relation to this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser(s) immediately.
Unless otherwise stated, capitalised terms on this cover are defined in this Circular under the section entitled “DEFINITIONS”.
This Circular, together with the Notice of EGM and the accompanying Proxy Form have been made available on SGXNet and the Company’s website at https://simleisuregroup.com/announcements. A printed copy of this Circular, together with the Notice of EGM and the accompanying Proxy Form will NOT be despatched to Shareholders.
If you have sold or transferred all your Shares, you should immediately inform the purchaser or transferee, or the bank, stockbroker or agent through whom the sale or transfer was effected for onward notification to the purchaser or transferee, that this Circular, together with the Notice of EGM and the accompanying Proxy Form, may be accessed via SGXNet and the Company’s website at https://simleisuregroup.com/announcements. This Circular has been prepared by the Company and its contents have been reviewed by the Sponsor in accordance with Rule 226(2)(b) of the Catalist Rules.
This Circular has not been examined or approved by the SGX-ST and the SGX-ST assumes not responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made, or reports contained in this Circular.
The contact person for the Sponsor is Ms Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd. at 8 Robinson Road #9-00 ASO Building, Singapore 048544, telephone (65) 6636 4201.
SIM LEISURE GROUP LTD. (Incorporated in the Republic of Singapore)
(Company Registration No. 200800853Z)
CIRCULAR TO SHAREHOLDERS
in relation to
(1) THE PROPOSED COOPERATION AGREEMENT BETWEEN SIM LEISURE CREATIVE PTE. LTD. AND SIM LEISURE GULF CONTRACTING L.L.C. AS AN INTERESTED PERSON TRANSACTION; AND
(2) THE PROPOSED CHANGE OF AUDITORS FROM MESSRS BDO LLP TO MESSRS UHY LEE SENG CHAN & CO
Independent Financial Adviser in relation to the Proposed Cooperation Agreement
PROVENANCE CAPITAL PTE. LTD. (Incorporated in the Republic of Singapore)
IMPORTANT DATES AND TIMES
Last date and time to register online to attend the Extraordinary General Meeting
: 17 November 2020 at 11 a.m.
Last date and time for lodgement of Proxy Form : 17 November 2020 at 11 a.m.
Date and time of Extraordinary General Meeting : 20 November 2020 at 11 a.m.
Place of Extraordinary General Meeting : The EGM will be held by way of electronic means. Please refer to the Company’s announcement dated 5 November 2020 for further information.
CONTENTS
Page
DEFINITIONS... 4
LETTER TO SHAREHOLDERS... 7
1. INTRODUCTION... 7
2. THE PROPOSED COOPERATION AGREEMENT..…………... 7
3. CHAPTER 9 OF THE CATALIST RULES...,... 13
4. INFORMATION ON THE PROPOSED CHANGE OF AUDITORS... 15
5. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS... 18
6. INDEPENDENT FINANCIAL ADVISER’S OPINION…... 19
7. AUDIT COMMITTEE’S STATEMENT... 20
8. DIRECTORS’ RECOMMENDATION... 20
9. ABSTENTION FROM VOTING …... 20
10. EXTRAORDINARY GENERAL MEETING... 21
11. DIRECTORS’ RESPONSIBILITY STATEMENT... 21
12. CONSENTS………... 21
13. INSPECTION OF DOCUMENTS... 21
APPENDIX – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER IN RELATION TO THE
PROPOSED COOPERATION AGREEMENT……….……… A-1 NOTICE OF EXTRAORDINARY GENERAL MEETING... N-1
DEFINITIONS
For the purposes of this Circular, the following definitions apply throughout unless the context otherwise requires or otherwise stated:
“ACRA” : Accounting and Corporate Regulatory Authority of Singapore
“AGM” : Annual General Meeting
“Associate” : (a) In relation to any Director, CEO, Substantial Shareholder or Controlling Shareholder (being an individual) means:
(i) his immediate family;
(ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and
(iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more;
(b) In relation to a Substantial Shareholder or a Controlling Shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more
“Auditors” : The auditors of the Company for the time being
“Audit Committee” : The audit committee of the Company for the time being
“Authorised Products” : Means the product information, roadmaps, technical information, practices, services and support procedures, plans, documents, drawings, designs, layouts, know-how, references, method statements, manuals, user guides owned by SL Creative or of which SL Creative has authority to use and grant rights of use pertaining to design and theming
“Board” : The board of directors of the Company for the time being “BDO LLP” : Messrs BDO LLP, the existing Auditors
“Brand Name” : Has the meaning ascribed to it in Section 2.1 of this Circular “Catalist Rules” : Listing Manual Section B: Rules of Catalist of the SGX-ST, as may
be amended, modified or supplemented from time to time
“CDP” : The Central Depository (Pte) Limited
“CEO” : Chief Executive Officer
“Companies Act” : The Companies Act, Chapter 50 of Singapore, as may be amended, modified or supplemented from time to time
“Company” : Sim Leisure Group Ltd.
“Controlling Shareholder” : A person who:
(a) holds directly or indirectly 15% or more of all voting shares in the Company (subject to the SGX-ST determining that such a person is not a Controlling Shareholder); or
(b) in fact exercises control over the Company “Directors” : The directors of the Company for the time being
“EGM” : The extraordinary general meeting of the Company to be held by way of electronic means on Friday, 20 November 2020 at 11 a.m., notice of which is set out on pages N-1 to N-3 of this Circular “FY” : Financial year of the Company ended or ending 31 December, as
the case may be
“Group” : The Company and its subsidiaries as at the date of this Circular “Latest Practicable Date” : The latest practicable date prior to the date of issue of this Circular,
being 2 November 2020
“Notice of EGM” : The notice of EGM as set out on pages N-1 to N-3 of this Circular
“NTA” : Net tangible assets
“Ordinary Resolutions” : The ordinary resolutions as set out in the Notice of EGM on pages N-1 to N-3 of this Circular
“Proposed Change of Auditors”
: Has the meaning ascribed to it in Section 1.1 of this Circular
“Proposed Cooperation Agreement”
: Has the meaning ascribed to it in Section 1.1 of this Circular
“Proposed New Auditors” : Messrs UHY Lee Seng Chan & Co
“Proxy Form” : The proxy form in respect of the EGM as set out in this Circular “RM” : Malaysian ringgit, being the lawful currency for the time being of
Malaysia
“SFA” : Securities and Futures Act, Chapter 289 of Singapore, as may be amended, modified or supplemented from time to time
“SGX-ST” : Singapore Exchange Securities Trading Limited
“Shareholders” : Registered holders of Shares, except that where the registered holder is CDP, the term “Shareholders” shall, in relation to such Shares and where the context admits, mean the Depositors who have Shares entered against their names in the Depository Register
“Shares” : Ordinary shares in the capital of the Company
“SL Creative” : Sim Leisure Creative Pte. Ltd., a company incorporated under the laws of the Republic of Singapore, which is a 60%-owned subsidiary of the Company
“SL Gulf” : Sim Leisure Gulf Contracting L.L.C., a company incorporated under the laws of Dubai
“Sponsor” : ZICO Capital Pte. Ltd.
“Substantial Shareholder” : A Shareholder who has an interest or interests in one or more voting shares in the Company and the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the Company
“Territory” : Has the meaning ascribed to it in Section 2.1 of this Circular “S$”, “$”, “SGD” and “cents” : Singapore dollars and cents, respectively, being the lawful currency
for the time being of the Republic of Singapore “%” or “per cent” : Per centum or percentage
The terms “Depositor”, “Depository” and “Depository Register” shall have the meanings ascribed to them respectively in Section 81SF of the SFA. The term “subsidiary” and “treasury shares” shall have the meanings ascribed to them respectively in the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations.
Any reference in this Circular to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word defined under the SFA, Companies Act, the Catalist Rules or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the SFA, Companies Act, the Catalist Rules or any such statutory modification thereof, as the case may be, unless otherwise provided.
The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference to a time of day or date in this Circular is made by reference to Singapore time or date unless otherwise stated.
Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables in this Circular may not be an arithmetic aggregation of the figures that precede them.
For the purposes of this Circular, Chancery Law Corporation has been appointed as the legal counsel to the Company in relation to the drafting of this Circular and Cheng, Lee & Goh Advocates & Solicitors has been appointed as the legal counsel to the Company in relation to the drafting of the Proposed Cooperation Agreement.
LETTER TO SHAREHOLDERS
SIM LEISURE GROUP LTD. (Incorporated in the Republic of Singapore)
(Company Registration No. 200800853Z)
Directors: Registered Office:
Sim Choo Kheng Executive Director and CEO 138 Robinson Road
#26-03, Oxley Tower Singapore 068906 Silviya Georgieva Georgieva Executive Director
Tay Eng Kiat Jackson Chairman and Independent Director
Yong Oi Ling Independent Director
Chung Yew Pong Independent Director
Tan Boon Seng Non-Independent Non-Executive Director Date: 5 November 2020
To: The Shareholders of Sim Leisure Group Ltd.
Dear Sir/Madam
(1) THE PROPOSED COOPERATION AGREEMENT BETWEEN SIM LEISURE CREATIVE PTE. LTD. AND SIM LEISURE GULF CONTRACTING L.L.C. AS AN INTERESTED PERSON TRANSACTION; AND
(2) THE PROPOSED CHANGE OF AUDITORS FROM MESSRS BDO LLP TO MESSRS UHY LEE SENG CHAN & CO
1. INTRODUCTION
1.1. EGM
The Directors are convening an EGM to seek Shareholders’ approval for:
(a) the cooperation agreement proposed to be entered into between SL Creative, a 60%-owned subsidiary of the Company, and SL Gulf, an Associate of Mr Sim Choo Kheng (“Mr Sim”) (Executive Director, CEO and Controlling Shareholder of the Company) (“Proposed Cooperation Agreement”) as an interested person transaction; and
(b) the proposed change of Auditors from Messrs BDO LLP to the Proposed New Auditors, Messrs UHY Lee Seng Chan & Co (“Proposed Change of Auditors”).
1.2. Circular
The purpose of this Circular is to provide Shareholders with relevant information, the rationale for, and to seek Shareholders’ approval for (a) the Proposed Cooperation Agreement as an interested person transaction; and (b) the Proposed Change of Auditors, at the EGM. The Notice of EGM is set out on pages N-1 to N-3 of this Circular.
2. THE PROPOSED COOPERATION AGREEMENT 2.1. Background
With over 30 years of experience in the theme park industry, Mr Sim (Executive Director and CEO of the Company) has established the “Sim Leisure” corporate name through his involvement in more than 100 major projects worldwide building and managing theme parks. As at the Latest Practicable Date,
LETTER TO SHAREHOLDERS
the following “SIM LEISURE” brand name (“Brand Name”) is in the process of being registered as a trademark by the Group in the name of SL Creative with the Intellectual Property Office of Singapore under Class 371 and Class 422:
The Group intends to capitalise on its “SIM LEISURE” brand recognition in the leisure industry and its established track record of designing and building theme parks globally. In line with this plan, SL Creative was incorporated in March 2020 to carry out the business of leasing or licensing of the Group’s non-financial intangible assets – primarily patents, trademarks and brand names – and the provision of management consultancy services. To this end, the Group, through SL Creative, had on 13April 2020 entered into an agreement with third-party China-based Guangzhou Daxin Water Park Equipment Co., Ltd (“Guangzhou Daxin”) pursuant to which SL Creative will license the Brand Name and the Authorised Products to Guangzhou Daxin for theme park designing and building within China and South East Asia. Guangzhou Daxin is one of the biggest waterpark designers, equipment suppliers and contractors in China.
Moving forward and in furtherance of the aforesaid plan, the Group is desirous of leveraging on the capabilities of SL Gulf in the design and construction of theme attractions and theme features. Accordingly, the Group proposes to enter into the Proposed Cooperation Agreement, through SL Creative, to license the Brand Name and the Authorised Products to SL Gulf for the purpose of its business of design, sales and construction of decorative structures and architectural theme parks (“Business”) in the United Arab Emirates and countries of the Gulf Cooperation Council3 (collectively, the “Territory”).
Please refer to Section 2.4 of this Circular for more details on the rationale for and benefits of the Proposed Cooperation Agreement.
2.2. Parties to the Proposed Cooperation Agreement 2.2.1. SL Creative
SL Creative was incorporated on 25 March 2020 in Singapore. Its principal activity is to carry out the business of leasing or licensing of the Group’s non-financial intangible assets (such as patents, trademarks, brand names, etc.) and the provision of management consultancy services.
SL Creative is a 60%-owned subsidiary of the Company. The remaining 40% shareholding interest in SL Creative is held by two (2) third parties (“Minority Shareholders”) who are not related to any of the Directors, Substantial Shareholders or their respective Associates. One
1 Class 37: Construction services; installation and repair services; mining extraction; oil and gas drilling. Source: https://www.wipo.int/classifications/nice/nclpub/en/fr/?basic_numbers=show&class_number=37&explanatory_notes=sho w&lang=en&menulang=en&mode=flat¬ion=&pagination=no&version=20200101 (last accessed on 5 November 2020).
2Class 42: Scientific and technological services and research and design relating thereto; industrial analysis; industrial research and industrial design services; quality control and authentication services; design and development of computer
hardware and software. Source:
https://www.wipo.int/classifications/nice/nclpub/en/fr/?basic_numbers=show&class_number=42&explanatory_notes=sho w&lang=en&menulang=en&mode=flat¬ion=&pagination=no&version=20200101 (last accessed on 5 November 2020).
LETTER TO SHAREHOLDERS
of the Minority Shareholders is Mr Wesley James Rae (with 30% interest in SL Creative), who was a former Director of the Company (resigned on 25 February 2020); and the other Minority Shareholder is Ms Josie Booth (with 10% interest in SL Creative), who was a former senior manager with the Group. Both Mr Wesley James Rae and Ms Josie Booth are currently employees of SL Gulf.
The directors of SL Creative are Mr Sim, Ms Silviya Georgieva Georgieva (Executive Director of the Company), Mr Wesley James Rae and Ms Lim Yi Wen (a Singapore resident director who is not related to any of the Directors, Substantial Shareholders or their respective Associates).
2.2.2. SL Gulf
SL Gulf was incorporated on 15 May 2013 in Dubai. Its principal activity is in the business of design and construction of theme attractions in theme parks as well as theme features mainly for restaurants and hotels. Some of the projects which SL Gulf was involved in include the Laguna Waterpark, Green Planet, Ski Dubai and the Jumeirah Beach Hotel, all of which are located in Dubai.
Mr Sim has a 49% direct shareholding interest in SL Gulf and holds the balance 51% shareholding interest through a nominee arrangement. Accordingly, SL Gulf is an Associate of Mr Sim by virtue of his 49% direct shareholding interest in SL Gulf and the balance 51% shareholding interest through a nominee arrangement.
Mr Sim has granted the Group a five (5)-year call option, commencing immediately after the listing of the Company on the Catalist board of the SGX-ST on 1 March 2019, to acquire all his shareholding interests in SL Gulf (whether held directly or through nominee arrangement), subject to existing rights of pre-emption and the prevailing United Arab Emirates laws and regulations. As at the Latest Practicable Date, the Group has not exercised the aforesaid call option. Mr Sim is the sole director of SL Gulf. He is not involved in the day-to-day operations of SL Gulf as he has delegated the running of SL Gulf by way of a power of attorney to Mr Wesley James Rae and Ms Josie Booth. Mr Wesley James Rae is currently the director of operations of SL Gulf and is responsible for managing the material aspects of the design, building and theming of leisure attractions undertaken by SL Gulf. He is assisted by Ms Josie Booth, who is the general manager of operations of SL Gulf.
2.3. Principal Terms of the Proposed Cooperation Agreement 2.3.1. Grant of License to SL Gulf
Subject to the terms and conditions of the Proposed Cooperation Agreement, and in consideration of the Cooperation Fee (as defined in Section 2.3.3 below), SL Creative shall grant to SL Gulf an exclusive, non-transferable and non-assignable right to use the Brand Name and the Authorised Products for SL Gulf’s Business within the Territory.
2.3.2. Services and Support by SL Creative to SL Gulf
SL Creative shall, for the Term (as defined in Section 2.3.5 below) of the Proposed Cooperation Agreement, provide the following support and services to SL Gulf:
(a) provide recommendations on technical aspects and issues that SL Gulf encounters in its projects with its clients;
LETTER TO SHAREHOLDERS
Business; and
(c) provide a senior representative of SL Creative to attend meetings to provide advice or conduct presentations to clients of SL Gulf on a monthly basis.
In addition to the above, SL Creative shall also provide training on, amongst others, the Authorised Products to the staff of SL Gulf.
2.3.3. Cooperation Fee
In consideration for the grant of rights as set out in Section 2.3.1 above, SL Creative shall charge SL Gulf a cooperation fee (“Cooperation Fee”) on a quarterly basis, calculated based on 10% of the total gross revenue recorded by SL Gulf in each calendar quarter. The first payment shall be based on the gross revenue recorded by SL Gulf from the effective date of the Proposed Cooperation Agreement to the last day of the calendar quarter immediately following the effective date.
SL Creative will invoice SL Gulf for the amount of the Cooperation Fee in SGD by the 15th day of the following quarter, and such fee will be payable within 60 days from the date of said invoice. Late payment charges shall accrue at a rate of 0.5% per month calculated from the due date of payment to the date of actual payment.
The Cooperation Fee was arrived at based on arm’s length negotiations between SL Creative and SL Gulf, on a willing-buyer and willing-seller basis, after taking into consideration, inter alia, the key terms and conditions of the agreement between SL Creative and Guangzhou Daxin (which is similar in nature to the Proposed Cooperation Agreement), the services and support to be provided to SL Gulf under the Proposed Cooperation Agreement, as well as the expected involvement of Mr Sim’s personal time and attention in projects handled by SL Gulf. 2.3.4. Obligations and Covenants of SL Gulf
SL Gulf agrees and undertakes, inter alia, as follows:
(a) to operate the Business using its best efforts and to maintain the goodwill attached to the Brand Name;
(b) to adhere to SL Creative’s standards and procedures on the use of the Brand Name; (c) to be responsible for obtaining all relevant licenses and permits, etc., from any governmental, statutory, regulatory or administrative body or agency for its Business, and to comply with the applicable laws of Singapore;
(d) at all times during the Term, to not use any trademark, service mark, trade name or copyrights, other than the Brand Name in connection with its Business as may be approved by SL Creative from time to time;
(e) at all times during the Term, that it and/or its directors or shareholders will not be directly or indirectly engaged, involved, concerned or interested in other businesses or undertakings that compete with the Business;
(f) at all times during the Term, that it shall be responsible for all legal matters relating to its Business (other than in respect of a breach of intellectual property rights concerning the Brand Name). SL Gulf shall indemnify SL Creative (i) from any
LETTER TO SHAREHOLDERS
Proposed Cooperation Agreement;
(g) to furnish to SL Creative such information, dates and reports reflecting the aggregate revenue of the Business in accordance with the Proposed Cooperation Agreement, including without limitation to (i) a monthly revenue report for each calendar month, (ii) complete monthly management financial statements, (iii) yearly audited financial statements and a certificate of compliance by SL Gulf with the terms of the Proposed Cooperation Agreement during that fiscal year, and (iv) tax returns and reports to be submitted to the relevant government authorities;
(h) to not sell, assign, transfer, charge, mortgage or otherwise deal in or encumber with the Business, the Brand Name and/or the Authorised Products, without the consent of SL Creative save in accordance with the Proposed Cooperation Agreement; (i) to not use the Brand Name and/or the Authorised Products on behalf of any third party
or make available the same to any third party; and
(j) to not permit the use of the Brand Name and/or the Authorised Products by any third party.
2.3.5. Term
Subject to the relevant approvals (including but without limitation to the approval of Shareholders at the EGM) having been obtained, the term of the Proposed Cooperation Agreement (“Term”) shall commence on the date of the Proposed Cooperation Agreement and shall remain in force until it is terminated in accordance with the Proposed Cooperation Agreement.
2.3.6. Default and Termination
Each of SL Gulf and SL Creative shall be entitled, but not obliged, to terminate the Proposed Cooperation Agreement with immediate notice upon the occurrence of an event of default by the other party (“Defaulting Party”).
The events of default are, inter alia:
(a) if the Defaulting Party is convicted of a crime or offence that is likely to adversely affect the Business, the Brand Name, the goodwill associated therewith, or SL Creative’s interest therein;
(b) if the Defaulting Party becomes bankrupt or insolvent or makes a composition with creditors or any winding up order of any kind is made, or a receiver or manager or judicial manager is appointed with respect to the undertaking or assets;
(c) if the Defaulting Party ceases business or otherwise voluntarily abandons the Business, or takes any action to liquidate its assets, or stops paying creditors in the usual course of business;
(d) if the Defaulting Party repeatedly fails to comply with terms of the Proposed Cooperation Agreement; and
(e) save as provided in (a) to (d) of this Section above, if the Defaulting Party has been notified in writing of its non-compliance with the terms of the Proposed Cooperation Agreement and fails to remedy such non-compliance within 14 days of such notice.
LETTER TO SHAREHOLDERS
Except in the case of fraud or wilful default, or death or injury for which SL Creative is liable for negligence, SL Creative shall not be liable to SL Gulf for any loss of profit or business or other economic or financial loss arising in connection with the Proposed Cooperation Agreement.
Upon termination of the Proposed Cooperation Agreement, SL Gulf undertakes to immediately pay all amounts due but unpaid under the Proposed Cooperation Agreement. Any fee or payment made by SL Gulf to SL Creative pursuant to the Proposed Cooperation Agreement shall not be returned to SL Gulf upon termination of the Proposed Cooperation Agreement. If the Proposed Cooperation Agreement is terminated due to an event of default by SL Gulf, SL Gulf shall be liable to pay a sum equivalent to the total sum of Cooperation Fee paid by it to SL Creative for the preceding three (3) years prior to such termination as liquidated damages.
2.3.7. Non-Competition Clause
During the Term, SL Gulf shall not engage in any business activity which competes with SL Creative or cooperate with any company which competes with SL Creative outside the Territory. Further, SL Gulf shall not divert or seek to divert any client of SL Creative.
For a period of three (3) years immediately following the termination of the Proposed Cooperation Agreement, SL Gulf shall not (i) whether on its own or on behalf of any company, engage in similar business activity which competes with SL Creative; and (ii) employ or seek to employ any person who is at that time or has at any time in the previous three (3) years been employed by SL Creative, SL Gulf or in any business carried out under the Brand Name, or otherwise directly or indirectly induce or seek to induce any such person to leave his or her employment.
2.4. Rationale for and Benefits of the Proposed Cooperation Agreement
With over 30 years of experience in the theme park industry, Mr Sim (Executive Director and CEO of the Company) has established the “SIM LEISURE” corporate name through his involvement in more than 100 major projects worldwide building and managing theme parks. The Group intends to capitalise on the “SIM LEISURE” brand recognition in the leisure industry to collaborate with SL Gulf to secure design and building works for theme park attractions in the Middle East by leveraging on SL Gulf’s capabilities and marketing network.
The Proposed Cooperation Agreement will allow the Group to apply its capabilities and know-how in the leisure industry, and in the process generate additional revenue for the Group and contribute positively to the Group’s financial results. The Group will benefit from having an additional source of revenue, that is, the Cooperation Fee, generated from the Proposed Cooperation Agreement. Further, the successful completion of the projects involving the design and building of theme attractions by SL Gulf using the Brand Name will serve to raise the profile of the Brand Name in the leisure industry, which will improve the Group’s credentials to secure future projects in the Middle East and, more specifically, the United Arab Emirates and the countries of the Gulf Cooperation Council. This serves as a springboard to future collaboration opportunities and is line with the Group’s strategy to explore new partnerships and venture into various markets.
LETTER TO SHAREHOLDERS
3. CHAPTER 9 OF THE CATALIST RULES 3.1. Chapter 9 of the Catalist Rules
Chapter 9 of the Catalist Rules governs transactions in which a listed company or any of its subsidiaries or associated companies (known as the “entity at risk”) enters into or proposes to enter into with a party who is an interested person of the listed company. Under Chapter 9 of the Catalist Rules, an immediate announcement and subsequent Shareholders’ approval is required in respect of a transaction between an entity at risk and its interested persons if the value of that transaction is equal to or exceeds 5% of the value of the Group’s latest audited NTA.
The following definitions are contained under Chapter 9 of the Catalist Rules:
3.1.1. the term “approved exchange” means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to Chapter 9 of the Catalist Rules.
3.1.2. the term “entity at risk” means: (a) the issuer;
(b) a subsidiary of the issuer that is not listed on the SGX-ST or an approved exchange; or
(c) an associated company of the issuer that is not listed on the SGX-ST or an approved exchange, provided that the issuer and its subsidiaries (the “listed group”), or the listed group and its interested person(s), has control over the associated company. 3.1.3. the term “interested person” means:
(a) a director, CEO, or controlling shareholder of the issuer; or
(b) an Associate of any such director, CEO, or controlling shareholder.
3.1.4. the term “interested person transaction” means a transaction between an entity at risk and an interested person.
3.2. The Proposed Cooperation Agreement as an Interested Person Transaction As at the Latest Practicable Date,
3.2.1. SL Creative is a 60%-owned subsidiary of the Company, which is not listed on the SGX-ST or an approved exchange; and
3.2.2. SL Gulf is an Associate of the Company’s Executive Director, CEO and Controlling Shareholder, Mr Sim, by virtue of his 49% direct shareholding interest in SL Gulf and the balance 51% shareholding interest through a nominee arrangement.
Accordingly, SL Creative is an “entity at risk” and SL Gulf, being an Associate of a Director, CEO and Controlling Shareholder of the Company, is an “interested person”, for the purposes of Chapter 9 of the Catalist Rules. Consequently, the entry into the Proposed Cooperation Agreement between SL Gulf as an “interested person” and SL Creative as an “entity at risk”, constitutes an “interested person transaction”.
LETTER TO SHAREHOLDERS
3.3. Materiality Thresholds under Chapter 9 of the Catalist Rules 3.3.1. Rule 906(1)(a) – Interested Person Transaction
In accordance with Rules 906(1)(a) and 918 of the Catalist Rules, where the value of an interested person transaction, or when aggregated with other transactions entered into with the same interested person during the same financial year, is equal to or exceeds 5% of the latest audited NTA of the Group (“Group NTA”), the approval of Shareholders is required to be obtained either prior to the transaction being entered into, or if the transaction is expressed to be conditional on such approval, prior to the completion of such transaction, as the case may be.
As at 31 December 2019, the Group NTA is approximately RM51.2 million (or approximately S$16.8 million, based on the currency exchange of S$1 : RM3.0415 as at 2 November 2020), and 5% of the Group NTA is approximately RM2.56 million (or approximately S$0.8 million, based on the currency exchange of S$1 : RM3.0415 as at 2 November 2020).
In determining the value of the interested person transaction, Rule 909(1) of the Catalist Rules states that in the case of a partly-owned subsidiary or associated company, the value of the transaction is the issuer’s effective interest in that transaction. Accordingly, the value of the interested person transaction is calculated based on 60% of the Cooperation Fee. However, as the Cooperation Fee is calculated based on an agreed percentage of future revenue recorded by SL Gulf, the exact amount of the Cooperation Fee and, in turn, the value of the interested person transaction cannot be determined presently.
Nevertheless, it is envisaged that the value of the transaction in any financial year in respect of the Proposed Cooperation Agreement, based on a single project or on an aggregation of projects, may potentially be equal to or exceed 5% of the Group NTA for the purpose of Chapter 9 of the Catalist Rules. Therefore, the Company proposes the entry into the Proposed Cooperation Agreement be subject to the specific approval of Shareholders at the forthcoming EGM.
3.3.2. Rule 906(1)(b) – Same Interested Person Transactions
For the current financial year commencing 1 January 2020 up to the Latest Practicable Date, the aggregate value of all transactions entered into by the Group with Mr Sim and his Associates (excluding transactions which are less than S$100,000 and the Proposed Cooperation Agreement) is approximately S$242,000, representing approximately 1.43% of the Group NTA, and does not exceed 5% of the Group NTA.
However, the Company is seeking the specific approval of Shareholders at the forthcoming EGM as the value of the transaction in respect of the Proposed Cooperation Agreement may be equal to or exceed 5% of the Group NTA based on a single project or an aggregation of projects in any financial year for the purposes of Chapter 9 of the Catalist Rules.
3.4. Total Value of Interested Person Transactions
The aggregate value of all interested person transactions entered into by the Group for the current financial year commencing on 1 January 2020 up to the Latest Practicable Date (excluding transactions which are less than S$100,000 and the Proposed Cooperation Agreement) is approximately S$242,000, representing approximately 1.43% of the Group NTA.
LETTER TO SHAREHOLDERS
4. INFORMATION ON THE PROPOSED CHANGE OF AUDITORS 4.1. Background of and Rationale for the Proposed Change of Auditors
The Company’s current Auditors, BDO LLP, have been Auditors of the Company since October 2018, for the financial year ended 31 December 2018. BDO LLP was last re-appointed as Auditors of the Company at the AGM of the Company held on 11 May 2020 to hold office until the conclusion of the next AGM of the Company.
As part of the Group’s ongoing efforts to manage its overall business costs and expenses amidst the challenging business climate, the Board is of the view that it would be an opportune time to review the appointment of the auditors as the review would provide the Group with an opportunity to benchmark its audit fees and realise costs efficiencies.
Prior to the Board’s decision to propose the Proposed New Auditors as the Auditors of the Company, the Board and the Audit Committee had sourced for and considered fee proposals from various audit firms and other factors, including the adequacy of the resources and experience of the audit firm to be selected and the audit engagement partner to be assigned to the audit, other audit engagements of the audit firm, the Group’s audit requirements (taking into consideration the size and complexity of the Group’s business and operations) and the number and experience of supervisory and professional staff to be assigned to the audit. The Audit Committee also took into consideration the Audit Quality Indicators Disclosure Framework issued by ACRA in assessing the suitability of the different audit firms.
After taking into consideration, inter alia, the above factors, the Board and the Audit Committee are of the view that (i) the Proposed New Auditors is a cost effective and appropriate candidate for the position of Auditors of the Company as their proposed professional fees are reasonable and competitive; and (ii) the Proposed New Auditors and the audit engagement partner to be appointed, Mr Lee Sen Choon, are well suited to meet the existing needs and audit requirements of the Group. As such, the Board has recommended the appointment of the Proposed New Auditors as Auditors of the Company in place of BDO LLP in respect of FY2020.
The Proposed Change of Auditors is neither due to the dismissal of BDO LLP nor BDO LLP declining to stand for election. The Company expects the Proposed Change of Auditors to result in cost savings of approximately S$17,000 in audit fees as compared to the audit fees proposed by BDO LLP in respect of FY2020. The Company does not expect the reduction in cost to affect the quality of the audit to be undertaken and there will be no change in the scope of audit to be undertaken with the Proposed Change of Auditors.
Requirements under Rule 715 of the Catalist Rules
Subject to the approval of Shareholders at the EGM for the Proposed Change of Auditors, the Company will appoint the Proposed New Auditors as Auditors of the Company and its Singapore-incorporated subsidiary, SL Creative.
The Company intends to appoint UHY Chartered Accountants to audit the accounts of its Malaysia-incorporated subsidiaries as follows:
(a) Sim Leisure Escape Sdn. Bhd.; (b) Sim Leisure Adventureplay Sdn. Bhd.; (c) Sim Leisure Waterplay Sdn. Bhd.; (d) Sim Leisure Challenge Sdn. Bhd.;
LETTER TO SHAREHOLDERS
(e) Sim Leisure Rock Sdn. Bhd.; and (f) Sim Leisure Milan Sdn. Bhd..
UHY Chartered Accountants is a full member of Urbach Hacker Young International Limited. Both UHY Chartered Accountants and the Proposed New Auditors are part of UHY, an international network of independent accounting and consultancy firms. Please refer to Section 4.2 of this Circular for more details on UHY Chartered Accountants.
The Company’s Hong Kong-incorporated subsidiary, Sim Leisure Hong Kong Ltd., will not be audited as it is currently dormant. For the avoidance of doubt, the Company does not have any associated companies for the current financial year commencing 1 January 2020 up to the Latest Practicable Date.
The Board and the Audit Committee, having discussed with the Proposed New Auditors and considered factors such as the adequacy of resources and experience of UHY Chartered Accountants and the engagement partner to be assigned to the audit, the size and complexity of the business and operations of the aforesaid subsidiaries and the number and experience of supervisory and professional staff to be assigned to the audit, are satisfied that the appointment of different audit firms will not compromise the standard and effectiveness of the audit of the Group. Accordingly, the Board confirms that Rule 715 of the Catalist Rules will be complied with.
The appointment of the Proposed New Auditors as Auditors of the Company will be effective from the date of approval by Shareholders at the EGM. Upon appointment, the Proposed New Auditors will hold office until the conclusion of the next AGM of the Company.
4.2. Information on the Proposed New Auditors and the Audit Engagement Partner
The Proposed New Auditors
UHY Lee Seng Chan & Co, the Proposed New Auditors, was established in 1967 and is a firm of Chartered Accountants in Singapore registered with ACRA. It is one of the top 20 audit firms in Singapore and has over 150 strong partners and professional staff who are skilled and experienced. UHY Lee Seng Chan & Co has grown over the past four (4) decades to become a leading CA (Chartered Accountants) firm offering diversified business advisory services in the region. To meet the client’s increasing needs in advisory services in the region, UHY Lee Seng Chan & Co have extended their reach beyond Singapore, Johor Bahru and Kuala Lumpur. To date, UHY Lee Seng Chan & Co has about 600 Singapore clients in various industries including companies with similar business activities as the Company. Out of these 600 clients, two (2) of them are listed in Bursa Malaysia and one (1) on the Singapore Stock Exchange. UHY Lee Seng Chan & Co is also currently preparing a client to be listed in NASDAQ.
As an independent member firm of Urbach Hacker Young, an international network of accounting and consulting firms, UHY Lee Seng Chan & Co is well connected to over 325 major business centres in more than 90 countries worldwide to provide a range of commercially focused services and professional advices for clients with international business interests.
For the audit of the Group, the audit engagement team in Singapore will comprise the following professionals: two (2) audit seniors/associates, one (1) audit manager, one (1) engagement quality control partner and one (1) audit engagement partner.
For more information about UHY Lee Seng Chan & Co, please visit its website at http://www.uhylsc.com.sg/.
LETTER TO SHAREHOLDERS
UHY Chartered Accountants
UHY Chartered Accountants is a full member of Urbach Hacker Young International Limited. It currently has four (4) offices throughout Malaysia and is supported by partners and more than 100 professional staff.
For more information about UHY Chartered Accountants, please visit its website at https://www.uhy.com.my/index.php.
Audit Engagement Partner
Mr Lee Sen Choon is the designated audit engagement partner who will be assigned to the audit of the Company and SL Creative. He has more than 30 years of experience in the audit profession, with extensive experience in the audit engagements of companies including Trading and Retail, Manufacturing, Shipping and Logistics, Construction and Real Estate, Oil and Gas, Energy and Mining, Information Technology, Communications and Entertainment, and Hospitality and Services. Mr Lee Sen Choon also has experience auditing companies with similar business activities as the Company. His clients include numerous public listed companies and multinational corporations with operations in the South East Asia region, as well as Australia, China, United Kingdom, Taiwan and the United States of America.
Mr Lee Sen Choon also has vast experience conducting internal audit assignments and has been involved in a number of special assignments including due diligence, special reviews, valuations, and initial public offerings/reverse takeovers.
Mr Lee Sen Choon is currently the Managing Partner of UHY Lee Seng Chan & Co and Director of LSC Management Consultants Pte Ltd. He is a graduate of the Chartered Institute of Management Accountants, UK and holds a Post Graduate Diploma in Management Studies, UK. He is a practicing member of the Institute of Singapore Chartered Accountants (ISCA), a Public Accountant registered with ACRA and a Fellow Member with the Institute of Chartered Accountants in England and Wales. He is also a member of the Institute of Internal Auditors (IIA).
For the past 12 months, Mr Lee Sen Choon has not been subject to a Practice Monitoring Programme Review (“PMP Review”) carried out by ACRA and, accordingly, has had no feedback from ACRA. In 2012 and 2015, ACRA had carried out PMP Reviews on him and he had passed the PMP Reviews and no restriction has been placed on him to continue to audit the financial statements of public listed entities.
4.3. Confirmation of the Company
4.3.1. In accordance with the requirements of Rule 712(3) of the Catalist Rules:
(a) BDO LLP, the outgoing Auditors, have confirmed, by way of their letter to the Proposed New Auditors dated 25 August 2020, that they are not aware of any professional reasons why the Proposed New Auditors should not accept the appointment as new Auditors of the Company;
(b) the Board confirms that there were no disagreements with the outgoing Auditors, BDO LLP, on accounting treatments within the last 12 months up to the date of their resignation on 6 October 2020;
(c) the Board confirms that it is not aware of any circumstances connected with the Proposed Change of Auditors that should be brought to the attention of the Shareholders which have not been disclosed in the announcement in respect of the Proposed Change of Auditors dated 7 October 2020 and/or this Circular;
LETTER TO SHAREHOLDERS
(d) the specific reasons for the Proposed Change of Auditors are set out in Section 4.1 of this Circular above. The Proposed Change of Auditors is neither due to the dismissal of BDO LLP, or due to BDO LLP declining to stand for election; and (e) the Company confirms that it is in compliance with Rule 712 and Rule 715 of the
Catalist Rules in relation to the appointment of Proposed New Auditors as new Auditors of the Company.
4.3.2. On 28 August 2020, BDO LLP had applied to ACRA to seek its consent to resign as Auditors of the Company. On 6 October 2020, BDO LLP received notification from ACRA consenting to the resignation of BDO LLP as Auditors of the Company.
4.3.3. On 26 August 2020, the Proposed New Auditors had given its written consent to act as new Auditors of the Company, subject to the approval of Shareholders at an EGM to be convened for the Proposed Change of Auditors.
4.3.4. On 6 October 2020, (i) ACRA consented to the resignation of BDO LLP as Auditors of the Company and fixed BDO LLP’s resignation date on the same day; and (ii) the Company received a notice of resignation from BDO LLP citing the reasons for its resignation as Auditors of the Company. Pursuant to Section 205AB(5) of the Companies Act, the resignation of BDO LLP will take effect on the latest of these dates, (i) on the day on which ACRA notifies BDO LLP and the Company of ACRA’s consent to the resignation, (ii) on the day fixed by ACRA, or (iii) on the day specified by BDO LLP in the notice of resignation. Accordingly, BDO LLP’s resignation took effect on 6 October 2020.
5. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
The details of the Directors’ interests, Substantial Shareholders’ interests and the public shareholdings in the Company as at the Latest Practicable Date are set out as follows:
Direct Interest Deemed Interest Total Interest Directors No. of Shares %(1) No. of Shares %(1) No. of Shares %(1)
Sim Choo Kheng 91,183,730 61.76 - - 91,183,730 61.76
Silviya Georgieva Georgieva
665,395 0.45 - - 665,395 0.45
Tay Eng Kiat Jackson
- - - -
Yong Oi Ling - - - -
Chung Yew Pong 32,000 0.02 - - 32,000 0.02
Tan Boon Seng(2) 1,000,000 0.67 25,845,000 17.50 26,845,000 18.18 Substantial
Shareholder(s) (other than Directors)
LETTER TO SHAREHOLDERS
Notes:
(1) Based on 147,647,500 Shares in issue as at the Latest Practicable Date.
(2) The entire issued and paid-up share capital of Tropika Kiara Sdn. Bhd. (“TKSB”) is held by RHB Trustees Berhad as bare trustee for the SWY Trust. The SWY Trust is a family trust and the named beneficiaries are Mr Tan Boon Seng, Mr Tan Boon Yao and Mr Tan Boon Wy (“Named Beneficiaries”). The Named Beneficiaries are also settlors of the SWY Trust. Mr Tan Boon Seng is also in charge of operating the assets within the SWY Trust. Mr Tan Boon Seng is also a Director of TKSB. By virtue of Section 4 of the SFA, Mr Tan Boon Seng is deemed to have an interest in the Shares in the Company held by TKSB.
Save as disclosed in the Circular, none of the Directors or Substantial Shareholders of the Company has any interest, direct or indirect, in the Proposed Cooperation Agreement and the Proposed Change of Auditors.
6. INDEPENDENT FINANCIAL ADVISER’S OPINION
Chapter 9 of the Catalist Rules provides that, where Shareholders’ approval is required for an interested person transaction, the Circular must include an opinion from an independent financial adviser (“IFA”) as to whether such transaction (and all other transactions which are the subject of aggregation pursuant to Rule 906 of the Catalist Rules) is on normal commercial terms and if it is prejudicial to the interests of the Company and its minority Shareholders.
Accordingly, Provenance Capital Pte Ltd has been appointed as the IFA in relation to the Proposed Cooperation Agreement, to provide an opinion on whether the Proposed Cooperation Agreement, as an interested person transaction, is on normal commercial terms and is not prejudicial to the interests of the Company and its minority Shareholders.
A copy of the letter dated 5 November 2020 from the IFA (“IFA Letter”), containing its opinion in full, is set out in the Appendix to this Circular. Shareholders are advised to read the IFA Letter carefully and in its entirety before deciding whether to approve the Proposed Cooperation Agreement.
The following is an extract from Section 8 of the IFA Letter and Shareholders should read such extract in conjunction with, and in full context of, the full text of the IFA Letter. All terms and expressions used in the extract shall have the same meanings as those defined in the IFA Letter unless otherwise stated:
“8. OUR OPINION
In arriving at our opinion on the Proposed Cooperation Agreement as an Interested Person Transaction, we have reviewed and deliberated on the following key considerations which we consider to be pertinent in our assessment:
(a) rationale for the Proposed Cooperation Agreement; (b) assessment of the Proposed Cooperation Agreement; and (c) other relevant considerations.
Overall, based on our analysis and after having considered carefully the information available to us as at the Latest Practicable Date, we are of the opinion that the Proposed Cooperation Agreement as an Interested Person Transaction is on normal commercial terms and not prejudicial to the interests of Company and its Minority Shareholders.”
LETTER TO SHAREHOLDERS
7. AUDIT COMMITTEE’S STATEMENT
7.1. Proposed Cooperation Agreement
The Audit Committee has reviewed the terms, rationale for and benefits of the Proposed Cooperation Agreement, as well as the opinion of the IFA on the Proposed Cooperation Agreement. The Audit Committee concurs with the opinion of the IFA and is of the view that the Proposed Cooperation Agreement as an interested person transaction is on normal commercial terms and is not prejudicial to the interests of the Company and its minority Shareholders.
7.2. Proposed Change of Auditors
The Audit Committee has reviewed the Proposed Change of Auditors and recommends the Proposed Change of Auditors from BDO LLP to the Proposed New Auditors, after taking into account, amongst others, the suitability of the Proposed New Auditors, the Group’s audit requirements and the requirements of the Catalist Rules.
8. DIRECTORS’ RECOMMENDATION
8.1. Proposed Cooperation Agreement
Mr Sim, the Executive Director, CEO and Controlling Shareholder of the Company, is currently the sole director of SL Gulf and holds 49% direct shareholding interest in SL Gulf and the balance 51% shareholding interest through a nominee arrangement, and is therefore not considered independent for the purposes of making recommendations on the Proposed Cooperation Agreement.
Ms Silviya Georgieva Georgieva, the Executive Director of the Company, is the spouse of Mr Sim, and is therefore not considered independent for the purposes of making recommendations on the Proposed Cooperation Agreement.
Having considered, amongst others, the terms, rationale for and benefit of the Proposed Cooperation Agreement, the advice of the IFA and the views of the Audit Committee, the Directors (other than Mr Sim and Ms Silviya Georgieva Georgieva who have abstained in making recommendations) are of the opinion that the Proposed Cooperation Agreement is in the best interests of the Company and the Shareholders. Accordingly, they recommend that the Shareholders vote in favour of the Ordinary Resolution relating to the Proposed Cooperation Agreement to be proposed at the EGM.
8.2. Proposed Change of Auditors
Having considered, amongst others, the terms, and the rationale for and benefits of the Proposed Change of Auditors and the Audit Committee’s statement, the Directors are of the view that the appointment of the Proposed New Auditors as new Auditors of the Company is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that Shareholders vote in favour of the Ordinary Resolution relating to the Proposed Change of Auditors to be proposed at the EGM.
9. ABSTENTION FROM VOTING
Mr Sim and Ms Silviya Georgieva Georgieva, and their respective Associates will abstain from the voting on the Ordinary Resolution approving the Proposed Cooperation Agreement at the EGM. Mr Sim and Ms Silviya Georgieva Georgieva, and their respective Associates, will also decline to
LETTER TO SHAREHOLDERS
10. EXTRAORDINARY GENERAL MEETING
An EGM will be held by way of electronic means on Friday, 20 November 2020 at 11 a.m. for the purpose of considering and, if thought fit, passing, with or without any modifications, the Ordinary Resolutions as set out in the Notice of EGM.
11. ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders who wish to vote on the Ordinary Resolutions at the EGM must appoint the Chairman as their proxy by completing the Proxy Form as attached to the Notice of EGM.
Please refer to the alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the EGM as set out in the Company’s announcement dated 5 November 2020, which has been uploaded together with this Circular on SGXNet and the Company’s corporate website at https://simleisuregroup.com/announcements on the same day. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register at least seventy-two (72) hours before the time fixed for the holding of the EGM.
12. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Cooperation Agreement, the Proposed Change of Auditors, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading.
Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Circular in its proper form and context.
13. CONSENTS
The IFA has given and has not withdrawn its written consent to the issue of this Circular with the inclusion hereof, and all references to (i) its name and (ii) the IFA Letter in the form and context in which they are included and appear in this Circular, and to act in such capacity in relation to this Circular.
14. INSPECTION OF DOCUMENTS
A copy of each of the following documents may be inspected at the Company’s registered office at 138 Robinson Road, #26-03 Oxley Tower, Singapore 068906 during normal business hours for a period of (3) months from the date of this Circular:
(a) the final execution version of the Proposed Cooperation Agreement; (b) the IFA Letter;
LETTER TO SHAREHOLDERS
(d) the letter from BDO LLP dated 25 August 2020 indicating that they are not aware of any professional reasons why the Proposed New Auditors should not accept the appointment as new Auditors of the Company;
(e) the letter from the Proposed New Auditors dated 26 August 2020 in respect of its consent to act as new Auditors of the Company;
(f) the letter from ACRA dated 6 October in respect of its consent to the resignation of BDO LLP; (g) the notice of resignation from BDO LLP dated 6 October 2020 in respect of its resignation as
Auditors of the Company; and (h) the Constitution of the Company.
Due to the mandatory safe distancing measures issued by the Singapore Ministry of Health in relation to the COVID-19 outbreak, please contact the Company’s Investor Relations team at investorrelations@simleisuregroup.com prior to making any visits to arrange for a suitable time slot for the inspection.
Yours faithfully
For and on behalf of the Board of Directors of SIM LEISURE GROUP LTD.
Sim Choo Kheng
APPENDIX – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
IN RELATION TO THE PROPOSED COOPERATION AGREEMENT
PROVENANCE CAPITAL PTE. LTD. A-1
PROVENANCE CAPITAL PTE. LTD.
(Company Registration Number: 200309056E) (Incorporated in the Republic of Singapore)
96 Robinson Road #13-01 SIF Building Singapore 068899
5 November 2020
To: The Independent Directors of Sim Leisure Group Ltd.
(deemed to be independent in respect of the Proposed Cooperation Agreement) Mr Tay Eng Kiat Jackson (Chairman and Independent Director)
Ms Yong Oi Ling (Independent Director)
Mr Chung Yew Pong (Independent Director)
Mr Tan Boon Seng (Non-Independent Non-Executive Director) Dear Sirs/Mdm,
THE PROPOSED COOPERATION AGREEMENT BETWEEN SIM LEISURE CREATIVE PTE. LTD. AND SIM LEISURE GULF CONTRACTING L.L.C. AS AN INTERESTED PERSON TRANSACTION Unless otherwise defined or the context otherwise requires, all terms used in this letter (“Letter”) have the same meanings as defined in the circular to the shareholders (“Shareholders”) of Sim Leisure Group Ltd. (“Company” and together with its subsidiaries, the “Group”) dated 5 November 2020 (“Circular”). For the purpose of our Letter, where applicable, we have used the foreign exchange rate of S$1.00 : RM3.0415 on 2 November 2020, being the Latest Practicable Date. The above foreign exchange rate is extracted from published information by Bloomberg L.P. and is provided solely for information only.
1. INTRODUCTION
1.1 The Group is a developer and operator of theme parks based in Penang, Malaysia, in particular the establishment of its ESCAPE brand of theme parks in Malaysia. Mr Sim Choo Kheng (“Mr Sim”) is the Founder of the Group, the Executive Director and CEO of the Company, and owns approximately 61.8% shareholding interest in the Company as at the Latest Practicable Date. Mr Sim has more than 30 years of experience in the theme park industry, and have built and managed theme parks across the globe. Over the years, Mr Sim had established the “Sim Leisure” corporate name through his involvement in more than 100 major projects worldwide. To formalise the proprietary ownership of the “Sim Leisure” name, the Company, through its 60%-owned subsidiary, Sim Leisure Creative Pte. Ltd. (“SL Creative”), is currently in the process of registering the “SIM LEISURE” brand name as a trademark with the Intellectual Property Office of Singapore (“IPOS”) as follows:
APPENDIX – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
IN RELATION TO THE PROPOSED COOPERATION AGREEMENT
1.2 In April 2020, SL Creative entered into a cooperation agreement with China-based Guangzhou Daxin Water Park Equipment Co., Ltd (“Guangzhou Daxin”) in respect of the right to use the “SIM LEISURE” name in the designing and building of theme parks within China and South East Asia.
Subject to Shareholders’ approval at the forthcoming EGM, the Company is proposing for SL Creative to enter into a similar cooperation agreement (“Proposed Cooperation Agreement”) with Sim Leisure Gulf Contracting L.L.C. (“SL Gulf”) in respect of, inter alia, the right to use the “SIM LEISURE” name in its business of design, sales and construction of decorative structures and architectural theme parks in the United Arab Emirates (“UAE”) and countries of the Gulf Cooperation Council (collectively “Territory”).
SL Gulf is a private limited company incorporated in the Emirate of Dubai, UAE and is owned 49% directly by Mr Sim and 51% by an unrelated 3rd party individual through a nominee arrangement. SL Gulf is principally engaged in the business of designing and constructing theme attractions in theme parks as well as theme features mainly for restaurants and hotels. 1.3 In view of Mr Sim’s shareholding interest in the Company and in SL Gulf, SL Gulf is deemed as
an interested person (“Interested Person”) and the Proposed Cooperation Agreement is deemed an interested person transaction (“IPT” or “Interested Person Transaction”) under Chapter 9 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“SGX-ST”) (“Catalist Rules”).
The value of the Proposed Cooperation Agreement in a financial year is envisaged to exceed 5% of the Group’s relevant audited net tangible assets (“NTA”), and in particular, the latest audited NTA of the Group of RM51.2 million (S$16.8 million) as at 31 December 2019. Hence, the entry into the Proposed Cooperation Agreement is subject to the approval of Shareholders at the forthcoming extraordinary general meeting (“EGM”) and the opinion of an independent financial adviser (“IFA”) pursuant to Rule 906 and Rule 921 of the Catalist Rules. Such approval from Shareholders shall exclude the Interested Persons and any of their associates, who will have to abstain from voting on the proposed resolution at the EGM (“Minority Shareholders”). 1.4 The directors of the Company (“Directors”) as at the Latest Practicable Date are as follows:
(i) Mr Sim (Executive Director and CEO)
(ii) Ms Silviya Georgieva Georgieva (“Ms Georgieva”) (Executive Director) (iii) Mr Tay Eng Kiat Jackson (Chairman and Independent Director)
(iv) Ms Yong Oi Ling (Independent Director) (v) Mr Chung Yew Pong (Independent Director)
(vi) Mr Tan Boon Seng (Non-Independent Non-Executive Director)
Mr Sim and his spouse, Ms Georgieva, are deemed Interested Persons and, as Directors, will abstain from making any recommendation to the Shareholders in relation to the Proposed Cooperation Agreement, and they and their associates will also abstain from voting on their shares in the Company (“Shares”) on the ordinary resolution relating to the Proposed Cooperation Agreement at the EGM.
The Company has confirmed that the remaining four Directors, Mr Tay Eng Kiat Jackson, Ms Yong Oi Ling, Mr Chung Yew Pong and Mr Tan Boon Seng are deemed as independent directors (“Independent Directors”) for the purpose of the Proposed Cooperation Agreement.
APPENDIX – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
IN RELATION TO THE PROPOSED COOPERATION AGREEMENT
PROVENANCE CAPITAL PTE. LTD. A-3
1.5 Provenance Capital Pte. Ltd. (“Provenance Capital”) has been appointed as the IFA to advise the Independent Directors on whether the Proposed Cooperation Agreement as an Interested Person Transaction is on normal commercial terms and not prejudicial to the interests of Company and its Minority Shareholders.
This Letter is issued pursuant to Rule 921(4)(a) of the Catalist Rules as well as addressed to the Independent Directors. This Letter sets out, inter alia, our evaluation and opinion on the Proposed Cooperation Agreement and forms part of the Circular which provides, inter alia, the details of the Proposed Cooperation Agreement and the recommendation of the Independent Directors.
2. TERMS OF REFERENCE
Provenance Capital has been appointed as the IFA pursuant to Rule 921(4)(a) of the Catalist Rules as well as to advise the Independent Directors in respect of the Proposed Cooperation Agreement as an Interested Person Transaction. We are not and were not involved in or responsible for, in any aspect, the discussions in relation to the Proposed Cooperation Agreement, nor were we involved in the deliberations leading up to the decision on the part of the Directors to propose the Proposed Cooperation Agreement or to obtain the approval of the Shareholders for the Proposed Cooperation Agreement, and we do not, by this Letter, warrant the merits of the Proposed Cooperation Agreement, other than to express an opinion on whether the Proposed Cooperation Agreement as an Interested Person Transaction is on normal commercial terms and is not prejudicial to the interests of the Company and its Minority Shareholders.
It is not within our terms of reference to evaluate or comment on the legal, strategic, commercial and financial merits and/or risks of the Proposed Cooperation Agreement or to compare their relative merits vis-à-vis alternative transactions previously considered by the Company (if any) or that may otherwise be available to the Company currently or in the future, and we have not made such evaluation or comments. Such evaluation or comments, if any, remains the responsibility of the Directors and/or the management of the Company (“Management”) although we may draw upon the views of the Directors or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our opinion as set out in this Letter.
In the course of our evaluation, we have held discussions with the Directors, the Management and/or their professional advisers (where applicable) and have examined and relied on publicly available information collated by us as well as information provided and representation made to us, both written or verbal, by the Directors, the Management and/or the professional advisers (where applicable). Whilst care has been exercised in reviewing the information which we have relied upon, we have not independently verified such information or representations, whether written or verbal, and accordingly cannot and do not make any representation or warranty, express or implied, in respect of, and do not accept any responsibility for the accuracy, completeness or adequacy of such information or representations. We have nevertheless made such reasonable enquiries and exercised our judgment on the reasonable use of such information, as were deemed necessary, and have found no reason to doubt the accuracy or reliability of the information and representations.
