Company Presentation
New brands:
March 2012 Table of Contents
Page
Executive Summary 2
Proposed Reverse Takeover 3
Overview of Chaswood Group 5
Competitive Strengths 10
Future Plans 11
Financial Highlights 14
Industry Overview 18
1 Executive Summary Asia Silk Holdings Limited (“Asia Silk”) was listed on the Catalist Board of the Singapore Stock Exchange and was previously engaged in the spun silk yarn, spun silk fabric and garment manufacturing business. The business has been recently disposed on 9 January 2012 (“Disposal”).
On 25 July 2011, Asia Silk entered into a sale and purchase agreement to acquire the entire equity interests of Chaswood Resources Sdn. Bhd. (“Chaswood”) for a purchase consideration of approximately S$60.79 million (RM150 million) to be satisfied via the allotment and issuance of approximately 2.03 billion Asia Silk shares at S$0.03 each (“Proposed Acquisition”). The Disposal and Proposed Acquisition resulted in Chaswood assuming the listing status of Asia Silk (“Proposed Reverse Take Over exercise”, “RTO”) and renamed Chaswood Resources Holdings Ltd. (the “Company”).
Pursuant to the Proposed RTO, a compliance placement of 21 million Asia Silk shares at a placement price of S$0.30 per share (after post-acquisition share consolidation of 10 to 1) was completed.
Chaswood Group is one of the leading multi concept casual dining operators in Malaysia and targets to be a leader in South East Asia by 2015. Chaswood currently has 13 brands including the American casual dining chain, T.G.I. Friday’s (“TGIF”) in Malaysia and Singapore and the Japanese casual dining chain, Ishokuya Watami (“Watami”) in Malaysia. It also owns and operates several of Malaysia’s leading food establishments, namely Italiannies, The Apartment Restaurant & Bar, Market Hall Kitchen & Bar, Bedroom, Teh Tarik Place, Baci Italian Café, Republic, Malones Irish Restaurant & Bar and Laundry.
In February 2012, Chaswood secured the exclusive rights to develop and operate Bulgogi Brothers restaurants in Malaysia, Singapore, Thailand and Indonesia. In March 2012, Chaswood entered into a non-binding memorandum of understanding (“MOU”) with Paradise Group Holdings Pte Ltd for the rights to develop and operate Paradise Dynasty restaurants in Thailand.
The Chaswood Group currently operates 42 restaurants, cafes and bars in Malaysia and Singapore under the various brand names and employs approximately 1,600 employees to serve more than 5 million guests annually.
The Chaswood Group is embarking on its regional expansion plan to introduce new franchise brands and concepts.
2 Proposed Reverse Takeover
The shareholding structure before and after the Proposed Reverse Takeover exercise is as follows:
Before Proposed RTO After Proposed RTO
Asiasons Group Asiasons Group Existing Asia Silk shareholders 100% Existing Asia Silk 100% New Public shareholders Shareholders Andrew Reddy Posh Corridor Posh Corridor Andrew Reddy Asia Silk
75% 25% 6.0% 9.3% 22.3% 62.4% 100% Existing Chaswood Business Chaswood Resources 100% Holding Ltd. (formerly known as Asia Silk Chaswood Holding Limited) Subsidiaries 100%
Chaswood
100%
Chaswood Subsidiaries
33 Proposed Reverse Takeover
The detailed shareholding and financial effects structure pursuant to the Proposed Reverse Takeover exercise are as follows :
Shareholders Existing After Proposed Acquisition After Proposed Consolidation After Proposed Placement * No. of shares % No. of shares % No. of shares % No. of shares %
Posh Corridor - - 1,519,633,675 70.25% 151,963,367 70.25% 141,463,367 62.37%
Andrew Reddy - - 506,544,558 23.42% 50,654,455 23.42% 50,654,455 22.33%
Existing Asia Silk shareholders 137,000,000 100.00% 137,000,000 6.33% 13,699,997 6.33% 13,699,997 6.04%
New Public Shareholders ------21,000,000 9.26%
137,000,000 100.00% 2,163,178,233 100.00% 216,317,819 100.00% 226,817,819 100.00%
Price Per Share (S$) 0.03 0.03 0.30 0.30 Market capitalization (S$ millions) 4.1 64.9 64.9 68.0
Note: * After the Compliance Placement comprising the place ment of 10.5 million new Shares in the Company and 10.5 millio n Vendor shares at a placement price of S$0.30 per share.
44 Overview of Chaswood Group
Leading multi-concept casual dining operator in Malaysia, and targets to be the leader in South East Asia by 2015.
Brands • Has 13 brands with 4 international franchise brands (recently secured Bulgogi Brothers and signed MOU with Paradise Dynasty in 2012)
Countries • Malaysia and Singapore • Expanding into Indonesia and Thailand
No of Outlets • 42 outlets.
Employees • 1,600 people.
Proposed Directors • Dato’ Mohammed Azlan, Datuk Jared Lim, Ng Teck Wah, Andrew Reddy, Colin Ng and Chris McAuliffe.
Key Officers • Andrew Reddy (MD), Martin Beins (COO), CS Lim (CFO).
5 Overview of Chaswood Group The 2 international franchise brands operated by Chaswood Group are as follows:
Franchise Brands T.G.I. Friday’s Watami
Concept of the • A renowned American global chain of restaurants • Leading Japanese chain with over 600 owner- Franchise Brands started in 1965 in New York. owned restaurants in Asia. • Over 900 restaurants in 60 countries.
No of Outlets • 16 outlets since 2002. • 2 outlets in Kuala Lumpur from Aug 2011. • Located in the key areas of Selangor, Kuala • First franchisee of Watami. Lumpur, Putrajaya, Johor Bahru, Penang and Singapore. • First new design vintage décor outlet worldwide at Menara Hap Seng, KL in 2010.
Countries • Malaysia and Singapore. • Malaysia. • Expanding into Indonesia and Thailand. • Expanding into Thailand.
6 Overview of Chaswood Group The 9 other brands operated by Chaswood Group are as follows:
Operating Brands Concept of • Basic adaptation of the local • First restaurant home-grown brand • Chaswood Group created this the Malaysian tea stall which provides a developed by the Chaswood Group concept of dining in an apartment Operating local fare such as teh tarik, nasi which serves American-Italian fare. atmosphere to provide a new Brands lemak, roti canai and nasi melayu at • An important part of the restaurant’s distinctive restaurant experience for affordable prices in clean interiors appeal is in its continental façade the young professionals. with contemporary colours. with décor, music and light, all • The Apartment restaurant serves a • Setting up the franchise model to designed and selected to create a modern European cuisine which grow this chain of Malaysian local unique ambience. includes western dishes infused with cuisine. • All Italiannies’ restaurants have a Asian ingredients. “A`more di Merrier” menu concept • The interior of the restaurant is where they encourage guests to uniquely designed with elements of share orders in true Italian tradition. a modern home such as a living room, library, bedroom and bathroom. No of • 6 outlets in Selangor and Kuala • 5 outlets in Selangor, Kuala Lumpur • 2 outlets in Kuala Lumpur. Outlets Lumpur. and Penang • Concept store in Sooka Sentral, Kuala Lumpur.
Countries • Malaysia. • Malaysia. • Malaysia. • With the franchise model, the Group intends to expand to Singapore, Indonesia, Thailand and Australia.
7 Overview of Chaswood Group
Operating Brands Concept of • Market Hall is a new dining concept • An authentic Italian café serving • Malones is an Irish restaurant and the developed by the Chaswood Group quality Italian coffee and fresh deli- bar developed by the Chaswood Operating which replicates the European and styled food aimed at creating a Group. Brands Australian market hall tradition. European coffee place atmosphere • It serves authentic pork-free Irish • Market Hall provides a variety of where people can relax, share and specialties and its own chefs’ local and imported produce and enjoy each other’s company. creations as well as a variety of draft packaged goods for sales, with an beer which patrons can choose from. option of an on-site dining venue. • It offers a predominantly modern Australian cuisine infused with local spices and flavour.
No of • 1 outlet in Kuala Lumpur. • 2 outlets in Kuala Lumpur and • 5 outlets in Kuala Lumpur and Outlets Singapore. Singapore.
Countries • Malaysia. • Malaysia. • Malaysia. • Singapore. • Singapore.
8 Overview of Chaswood Group
Operating Brands Concept of • The Laundry bar was conceptualised • The Bedroom lounge is uniquely • The Republic bar is created with a the and designed as trendy bar with a designed and caters for patrons Rhythm and Blues (“R&B”) hip-hop Operating live music venue, aimed at looking for a new lounge experience. setting, which comprise an al fresco Brands showcasing Malaysia’s music scene • It is situated on the uppermost retail bar area with a DJ podium on top of to the world by building and floor in the Pavilion Kuala Lumpur the al fresco bar and an indoor bar supporting local and regional talents shopping centre with a view of the counter. in music and the arts. Petronas Twin Towers which can be • The bar décor is contemporary and • Laundry is at the forefront of indie seen through Bedroom’s huge crystal chic with an oriental finish. music and has created a platform windows. • The Republic also has a raised for performances of the same genre • It provides an elegant backdrop for platform at the entrance which since its establishment. business events, gatherings and provides a glamorous entry for its celebrations where the atmosphere patrons. is light and contemporary.
No of • 1 outlet in Kuala Lumpur. • 1 outlet in Kuala Lumpur. • 1 outlet in Selangor. Outlets
Country • Malaysia. • Malaysia. • Malaysia.
9 Competitive Strengths
The competitive strengths of Chaswood Group are as follows:
Established brand name in the F&B industry with strong brand value and Distinguishing itself Strategically located proven business model restaurants with high through a multi-brand customer traffic and strategy accessibility
Managed by an Strong branding team to experienced team in the COMPETITIVE develop new proprietary F&B business STRENGTHS brand and concepts
Economies of scale Ability to develop brands achieved through and concepts within a centralisation of Strong relationship with short period of time operations bankers ensuring continued financing support at favourable terms for expansion
10 Future Plans
The growth strategies of the Chaswood Group are:
Geographical expansion into other regions i.e. Opening of new outlets Indonesia and Thailand and targets to be in 2012 Marketing and brand regional market leader repositioning by 2015
Securing exclusive rights GROWTH to develop and operate Introduction of new new brands; Bulgogi brands and concepts STRATEGIES Brothers and Paradise Dynasty
Expansion of home Introduction of new Potential acquisitions, grown brands in existing revenue stream through joint ventures and/or market i.e. Malaysia & the development of a strategic alliances Singapore franchise model for Teh Tarik Place
11 Future Plans
Introduction of new brands – Bulgogi Brothers and Paradise Dynasty
On 16 February 2012, Chaswood Resources entered into international license agreements with ET and Zeus, Inc for the exclusive rights to develop and operate Bulgogi Brothers restaurants in Malaysia, Singapore, Thailand and Indonesia. Chaswood Resources was granted the rights to develop 10 Bulgogi Brothers restaurants during the 10 year period from the effective date of the respective license agreements.
On 1 March 2012, Chasood Resources entered into a non-binding memorandum of understanding with Paradise Group Holdings Pte. Ltd. for the exclusive right to develop and operate Paradise Dynasty restaurants in Thailand
12 Future Plans
Rebranding of Teh Tarik Place and Setting Up of Franchise Model
Concept store in Sooka Sentral, Kuala Lumpur. Franchise model in Asia; for further expansion in South East Asia.
13 Financial Highlights
REVENUE
14 Financial Highlights
PROFIT AFTER TAX
15 Financial Highlights
NUMBER OF OUTLETS
Number of outlets 40
40 32 35
30 29
25 21
20
15
10
5
- FYDec08(A) FYDec09(A) FYDec10(A) FYDec11(E)
16 Financial Highlights
The number of outlets operated by Chaswood Group is summarised as follows:
Brand FY2008 FY2009 FY2010 FY2011(E)
MALAYSIA T.G.I. Friday’s 9 13 12 13 Italiannies 4 4 5 4 The Apartment 2 2 2 2 Teh Tarik Place 4 6 6 6 Markethall - - - 1 Malones - 1 4 4 Watami - - - 2 Republic 1 1 1 1 Laundry 1 1 1 1 Bedroom - - - 1 Baci - - - 1
21 28 31 36 SINGAPORE T.G.I. Friday’s - 1 1 2 Italiannies ---- TheApartment - - - - Baci - - - 1 Malones - - - 1 - 1 1 4 INDONESIA T.G.I. Friday’s ------THAILAND Watami ----
---- Number of outlets 21 29 32 40 r w h-3%1%25% 10% 32% - Growth
17 Industry Overview Malaysia
• The market size of mid-tier restaurants in Malaysia has tripled from 2004 to 2007 with the Compound Annual Growth Rate (CAGR) of 36.1% . The market is expected to grow from RM3.4 billion in 2008 to about RM12.0 billion in 2014. • The dining out community in Malaysia, especially those in the city centres such as Klang Valley and Penang, have started enjoying the wealth of dining opportunities available. • As disposable income has risen and consumers are more able to pay for meals outside the home, the key growth area will be eateries that provide new and interesting concepts for increasingly worldly wise diners who no longer expect just good food, but also excellent service, delightful ambience and an interesting design concept. • The mid-tier as well as the café and bistro restaurant segments are expected to be the key growth segments in the restaurant industry, as these two segments largely cater to the growing middle and upper middle income consumer.
Growth rate of mid -tier restaurants in Malaysia
• Source: Frost & Sullivan 18 Industry Overview Singapore
• The market size of mid-tier restaurants in Singapore grew from S$0.9 billion in 2004 to about S$1.4 billion in 2007 with the Compound Annual Growth Rate of 12.9%. The market is expected to grow to about S$3.7 billion by 2014. • In view that the restaurant industry in Singapore is at the growth stage, it is expected that it will continue to show positive growth rates with increasing market demands from restaurant-goers in Singapore. • Food and beverage market has grown from about S$3.7 billion in 2003 to S$5.3 billion in 2007, contributing 0.71% to the total Singaporean GDP. • Restaurants made up 30.3% of all Singaporean F&B establishments.
Growth rate of mid-tier restaurants in Singapore
• Source: Frost & Sullivan
19 Industry Overview The market drivers of the growth of mid-tier market restaurant are as follows:
Discerning lifestyle preference with more demanding consumers
Tourism Rising disposable income GROWTH OF MID –TIER MARKET RESTAURANT Completion of new retail Busier lifestyle and F&B space
Growth of economies & growing consumer affluence
20 New brands:
March 2012