IPO Prospectus
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PROSPECTUS DATED 7 APRIL 2010 (registered by the Monetary Authority of Singapore on 7 April 2010) TIONG SENG H Corporate Profile We are principally engaged in building construction and civil engineering in Singapore, as well as property development in the PRC. O LD Established since 1959, we are one of the leading ING building construction and civil engineering contractors S L in Singapore. We hold the highest BCA grading of A1 for both general building and civil engineering* which I M qualifies us to undertake public sector construction I T E projects with unlimited contract value. D Through the use of pre-casting and advanced formwork systems, we are able to shorten the construction time and reduce our reliance on human labour, resulting in higher productivity and cost efficiencies. Our property development business focuses on developing residential and commercial projects in various second- and third-tier cities in the PRC. We have successfully developed properties in Tianjin, Suzhou and Yangzhou. Currently, we have four on- going projects in the Bohai Economic Rim, which is THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO THE one of the main economic zones in the PRC. ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVISER. TIONG SENG HOLDINGS LIMITED ESTABLISHED SINCE 1959. SINGAPORE We have applied to the Singapore Exchange Securities Trading Limited (the (Incorporated in the Republic of Singapore on 15 April 2008) * As of 9 February 2010, only 48 out of 1,573 contractors registered “SGX-ST”) for permission to deal in and for quotation of all the ordinary shares (Company Registration No. 200807295Z) with BCA for general building were awarded the A1 grading, and 36 (“Shares”) in the capital of Tiong Seng Holdings Limited (the “Company”) already out of 752 contractors registered with BCA for civil engineering were issued, the new Shares (“New Shares”) which are the subject of this Invitation awarded the A1 grading. (as defined herein), the new Shares (“Award Shares”) to be issued under the Tiong Seng Share Award Scheme (the “Award Scheme”) and the additional new Invitation in respect of 189,000,000 New Shares Shares which may be issued pursuant to the exercise of the Over-allotment comprising: Option (as defined herein) (“Additional New Shares”) on the Main Board of the SGX-ST. Such permission will be granted when we have been admitted to the Official List of the SGX-ST. (1) 15,000,000 Offer Shares at S$0.28 for each Offer Share Business Overview Acceptance of applications will be conditional upon, inter alia, permission being by way of public offer; and granted by the SGX-ST to deal in, and for quotation of, all our existing issued (2) 174,000,000 Placement Shares by way of placement, Shares, the New Shares, the Award Shares and the Additional New Shares (if the Over-allotment Option is exercised). If permission is not granted for any reason comprising: Construction & Property or completion of the Invitation does not occur, monies paid in respect of any (i) 163,495,000 Placement Shares at S$0.28 for Civil Engineering Development application accepted will be returned to you at your own risk, without interest or each Placement Share by way of Application any share of revenue or other benefit arising therefrom, and you will not have any claim against us, or the Manager, the Underwriter and the Placement Agent. Forms or such other forms as the Manager - Residential may, in consultation with the Company, deem • Singapore The SGX-ST assumes no responsibility for the correctness of any of the - Commercial statements made, opinions expressed or reports contained in this Prospectus. appropriate; • Papua New Guinea (civil Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New (ii) 300,000 Internet Placement Shares at S$0.28 for engineering) • The PRC Shares, the Award Shares or the Additional New Shares (if the Over-allotment each Internet Placement Share for applications - In second- and third-tier Option is exercised). made through the Internet website of DBS Vickers cities In connection with the Invitation, we have granted the Manager the Over- Securities (Singapore) Pte Ltd; and - Completed projects in allotment Option exercisable in whole or in part within 30 days from the date of Tianjin, Suzhou and commencement of dealing of our Shares on the SGX-ST to subscribe for up to (iii) 10,205,000 Reserved Shares at S$0.28 for each an aggregate of 28,350,000 Additional New Shares, representing not more than Reserved Share reserved for our employees, Yangzhou 15% of the New Shares, at the Issue Price, solely for the purpose of covering over-allotments (if any) made in connection with the Invitation. The Manager may business associates, Independent Directors (as over-allot and effect transactions which stabilise or maintain the market prices of defined herein) and those who have contributed to People’s Republic our Shares at levels which may not otherwise prevail in the open market, subject of China Tianjin the success of our Group, • to compliance with all applicable laws and regulations. Such stabilisation, if • Yangzhou commenced, may be discontinued by the Manager at any time at the Manager’s • Suzhou discretion, subject to compliance with all applicable laws and regulations. payable in full on application (subject to the Over-allotment A copy of this Prospectus, together with a copy of the Application Forms (as Option). defined herein), has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority Manager, Underwriter and Placement Agent Singapore does not imply that the Securities and Futures Act (Cap. 289) of Singapore • or any other legal or regulatory requirements, have been complied with. The • Papua New Guinea Authority has not, in any way, considered the merits of our Shares, the New Shares, the Award Shares, or the Additional New Shares (if the Over-allotment Option is exercised) as the case may be, being offered or in respect of which an invitation is made, for investment. No Shares shall be allotted on the basis of this Prospectus later than six months after the date of registration of this Prospectus. PROSPECTUS DATED 7 APRIL 2010 (registered by the Monetary Authority of Singapore on 7 April 2010) TIONG SENG H Corporate Profile We are principally engaged in building construction and civil engineering in Singapore, as well as property development in the PRC. O LD Established since 1959, we are one of the leading ING building construction and civil engineering contractors S L in Singapore. We hold the highest BCA grading of A1 for both general building and civil engineering* which I M qualifies us to undertake public sector construction I T E projects with unlimited contract value. D Through the use of pre-casting and advanced formwork systems, we are able to shorten the construction time and reduce our reliance on human labour, resulting in higher productivity and cost efficiencies. Our property development business focuses on developing residential and commercial projects in various second- and third-tier cities in the PRC. We have successfully developed properties in Tianjin, Suzhou and Yangzhou. Currently, we have four on- going projects in the Bohai Economic Rim, which is THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO THE one of the main economic zones in the PRC. ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVISER. TIONG SENG HOLDINGS LIMITED ESTABLISHED SINCE 1959. SINGAPORE We have applied to the Singapore Exchange Securities Trading Limited (the (Incorporated in the Republic of Singapore on 15 April 2008) * As of 9 February 2010, only 48 out of 1,573 contractors registered “SGX-ST”) for permission to deal in and for quotation of all the ordinary shares (Company Registration No. 200807295Z) with BCA for general building were awarded the A1 grading, and 36 (“Shares”) in the capital of Tiong Seng Holdings Limited (the “Company”) already out of 752 contractors registered with BCA for civil engineering were issued, the new Shares (“New Shares”) which are the subject of this Invitation awarded the A1 grading. (as defined herein), the new Shares (“Award Shares”) to be issued under the Tiong Seng Share Award Scheme (the “Award Scheme”) and the additional new Invitation in respect of 189,000,000 New Shares Shares which may be issued pursuant to the exercise of the Over-allotment comprising: Option (as defined herein) (“Additional New Shares”) on the Main Board of the SGX-ST. Such permission will be granted when we have been admitted to the Official List of the SGX-ST. (1) 15,000,000 Offer Shares at S$0.28 for each Offer Share Business Overview Acceptance of applications will be conditional upon, inter alia, permission being by way of public offer; and granted by the SGX-ST to deal in, and for quotation of, all our existing issued (2) 174,000,000 Placement Shares by way of placement, Shares, the New Shares, the Award Shares and the Additional New Shares (if the Over-allotment Option is exercised). If permission is not granted for any reason comprising: Construction & Property or completion of the Invitation does not occur, monies paid in respect of any (i) 163,495,000 Placement Shares at S$0.28 for Civil Engineering Development application accepted will be returned to you at your own risk, without interest or each Placement Share by way of Application any share of revenue or other benefit arising therefrom, and you will not have any claim against us, or the Manager, the Underwriter and the Placement Agent.