Going Public IPO

GO ING PUB LIC
INTRODUCTION
GO ING PUB LIC
REASONS FOR LISTING
GOING P UBLI C
DIFFERENCES BETWEEN PUBLIC AND PRIVATE EQUITY MARKET
PRIVATE EQUITY PUBLIC EQUITY
Investors undertake own Investors are free to sell

research and analysis of the shares at any time, many are
company short-term speculators
Investors will generally hold Investors are allowed access to
shares until the company sold, information that the company
or attains public listing is required, or chooses, to
make publicly available
Close relationship between The relationship with the
company and investors investors will be more distant,
since the company will have a
wide range of investors, each
having a small stake
GOING P UBLI C
DIFFERENCES BETWEEN PUBLIC AND PRIVATE EQUITY MARKET
PRIVATE EQUITY PUBLIC EQUITY
Investors usually represented Companies will have

on company’s board independent directors
responsible for looking after
the interest of shareholders
Private company boards are The company’s board will have
able to restrict transfers of no power to prevent anybody
existing shares, and thus have from buying its share.
greater control over the share
holder base
Directly negotiated transaction Shares are bought and sold via
between investors and the an established stock exchange
company
Eg. Private Equity : EON Service Sdn Bhd. Public Equity : TM International Berhad
GO ING PUB LIC
MAIN BOARD & SECOND BOARD VS MESDAQ MARKET
Rules and regulation for major points on Bursa Malaysia

Securities Berhad
MAIN & SECOND

No ISSUE MESDAQ MARKET BOARD
1 Types of issuers Incorporated in Malaysia Companies incorporated in Malaysia

i. technology companies – and eligible foreign corporation
Companies with technology- under SC’s Policies and Guidelines
based business activities, on Issue / Offer of Securities
involved in design,
development and
manufacturing in 12 area
prescribed by SC
ii. Non-technology companies
– companies with high growth
business activities that are
suitable for listing on the
MESDAQ Market
iii. Technology Incubators
GO ING PUB LIC
MAIN BOARD & SECOND BOARD VS MESDAQ MARKET
MAIN & SECOND

No ISSUE MESDAQ MARKET BOARD
2 Issued and paid- Min RM 2 million for tech / i. Main board min RM 60 mil
up capital non tech company. Min RM 20 ii. Second board min RM 40 mil
mil for technology Incubators.
3 Operating history 3 full financial years At least 5 full financial years
4 Profit No specific profit record is Uninterrupted profit record of 3 to 5

requirements required full financial years, with an
aggregate after –tax profit of not
less than RM 30 mil ( main board )
or RM 12 mil ( 2nd Board )
5 Board lots Traded in board lots of 100 Traded in board lots of 100 shares
shares
6 Par value At least RM0.10 per share At least RM0.10 per share
7 Total number of Shall not exceed 30% of the Shall not exceed 15%
shares issued issued capital of the company
under ESOS at any one time
ESOS = employee share option scheme

GO ING PUB LIC
ADVANTAGES & DISADVANTAGES
GOING P UBLI C
REASONS FOR SC REJECTION OF IPO APPLICATION ON BURSA
MALAYSIA
GO ING PUB LIC
THE UNDERWRITING PROCESS
GO ING PUB LIC
THE APPROVAL PROCESSES OF IPOs in MALAYSIA
GO ING PUB LIC
Process Main Activity Timeline

Name
Adviser Advisers are encouraged to have pre-
consults SC submission consultation to discuss
on IPO potential issues pertaining to the IPO
application application.
Advisers may consult the SC on

matters such as new products,
practical / implementations issues and
regulatory issues
GO ING PUB LIC

Name
Adviser SC expects a full complete submission Ts ,
makes IPO from the Adviser in order for SC to Day of
application meet its timeline charter of 21 working submissio
to the SC days ( market capitalization ≥ RM500 n of IPO
application
mil upon listing ) and 60 working days
(market capitalization ≤ RM 500 mil
upon listing ) for consideration of the
IPO application.
Incomplete submission may cause

delays of the application or even cause
the submission to be returned.
Adviser also submits to MITI

GO ING PUB LIC

Name
SC SC evaluates the IPO application based Ts + 18
evaluates on the following broad areas :- ( > 500 )
the IPO
application  Viability of the proposal Ts + 57
-SC conduct site visits to better ( < 500
understand the business of the )
applicant
-Clarification meeting with the
Advisor / Applicant may be held to
discuss major issues
-Corporate governance records
checks are made on the Applicant
and its subsidiaries, promoters,
directors and shareholder
GO ING PUB LIC

Name
SC  Property asset valuation Ts + 18
evaluates -Review is made to ensure ( > 500 )
the IPO compliance with SC’s Guidelines on
application Assets Valuation. Ts + 57
-If valuation not acceptable, SC may ( < 500
request for 2nd valuation. )
 Compliance with the NDP
requirements
-To assess compliance with the FIC’s
Guidelines on the Acquisitions of
Interests, Merger and Takeovers by
Local and Foreign Interests on
Bumiputera equity participation
GO ING PUB LIC

Name
SC makes In arriving at the decision Ts + 18
decision on -Relevant departments within SC ( > 500 )
IPO provide inputs in relation to
application compliance with the relevant Ts + 57
regulations and guidelines. ( < 500
-A recommendation committee, )
comprising senior management staff
from different departments within SC
convenes for a challenge process to
ensure thoroughness and consistency
in the recommendation of the
application.
GO ING PUB LIC

Name
SC informs -SC issues decision letter to the Ts + 21
adviser of adviser ( > 500 )
SC’s -The adviser/Applicant has 6 months
decision from the date of SC’s decision letter Ts + 60
to implement the listing proposal of ( < 500
the applicant )
- In case of rejection, SC will conduct a
post-decision meeting with
adviser/applicant.
-The adviser/applicant has one month
from the date of SC’s decision letter
to make an appeal on the rejection
GO ING PUB LIC

Name
Adviser -SC expects that IPO prospectus Tp
submits contains information that are not false
registrable or misleading and the prospectus is Tp = Day of
submission of
IPO sufficient for investors to make registrable
IPO
prospectus informed decision. prospectus.
-Commence exposure of prospectus for
5 market days.
SC -SC reviews the registrable IPO Tp + 14
registers prospectus before registering the
the IPO prospectus
prospectus -Once registered, the adviser/applicant
is required to lodge the prospectus
with CCM ( Company Commission of Malaysia )
GO ING PUB LIC

Name
Listing by -Listing of the securities by bursa takes Tp + 27
Bursa place in 13 market days ( minimum )
from the issuance of the prospectus
-Relevant SC departments perform
post-approval follow-up on the terms
and conditions of approval and post-
vetting on the prospectus
GO ING PUB LIC
PROSPECTUS
GO ING PUB LIC
PROSPECTUS
GO ING PUB LIC
PROSPECTUS
GO ING PUB LIC
PROSPECTUS
GO ING PUB LIC
PROSPECTUS
GO ING PUB LIC
PROSPECTUS
GO ING PUB LIC
PROSPECTUS
GO ING PUB LIC
PROSPECTUS
GO ING PUB LIC
IPOs MANAGED BY MALAYSIAN ISSUING HOUSE
GOING P UBLI C
TM INTERNATIONAL BERHAD : KEY INFORMATION SUMMARY
Operating Market Equity Percentage of

company interest held contribution to
by TMI ( % ) operation revenues as
of Dec 31,2007 ( % )
Celcom Malaysia 100.0 50.8
XL Indonesia 83.8 29.8
Dialog Sri Lanka 84.8 10.6
TMIB Bangladesh 70.0 7.2
TMIC Cambodia 100.0 1.4
Others - - 0.2
GOING P UBLI C
TM INTERNATIONAL BERHAD : KEY INFORMATION SUMMARY
GO ING PUBLIC
TM INTERNATIONAL BERHAD : BUSINESS INFORMATION
GOING P UBLI C
TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL
FINANCIAL INFORMATION
For the year ended Dec 31

2005 2006 2007
RM mil RM mil RM mil
Operating revenue 1606.4 4050.3 4953.9
Operating Cost :
Depreciation & amortization (231.3) (820.3) (928.6)
Other operating costs (934.2) (2080.1) (3201.8)
(1165.5) (2900.4) (4130.4)
Other operating income 263.0 103.3 252.1
Operating profit before 703.9 1253.2 1075.6
finance cost ( A )
GOING P UBLI C

2005 2006 2007
Finance income 31.3 50.2 33.4
Finance cost ( 29.9 ) ( 202.0 ) ( 455.8 )
Net financial 1.4 (151.8 ) ( 422.4 )
income/(cost) ( B )
GOING P UBLI C

2005 2006 2007
Jointly-controlled entities
Share of results (net of tax) - ( 27.4 ) 133.3
Gain on dilution of equity - - 71.3
Total jointly-controlled 0 ( 27.4 ) 133.3
entities ( C )
Associates
Share of results (net of tax) 18.3 28.5 24.2
Gain on dilution / disposal 84.5 - -
Total associates ( D ) 102.8 28.5 24.2
GOING P UBLI C

2005 2006 2007
Profit before tax 808.1 1102.5 882.0
A+B+C+D
Taxation ( 99. 5 ) ( 281.7 ) ( 134.4 )
Profit after tax 708.6 820.8 727.6
GOING P UBLI C

2005 2006 2007
Attributable to :
Equity holders of our 636.3 629.3 683.5
company
Minority interests 72.3 191.5 64.1
Profit for the year 708.6 820.8 747.6
GOING P UBLI C

2005 2006 2007
Basic earning per share 1783 1763 1915
( sen )
Adjusted ABITDA 956.4 1942.7 2122.5
GOING P UBLI C

2005 2006 2007
Basic earning per share 1783 1763 1915
( sen )
Adjusted ABITDA 956.4 1942.7 2122.5
GOING P UBLI C

NON – CURRENT ASSETS 2005 2006 2007
Intangible asset 2797.5 3165.1 3387.2
Property & equipment 4361.3 6456.2 8398.8
Prepaid lease payments - - 297
Jointly-controlled entities - 632.2 877.5
Associates 50.1 222.3 245.7
Long term receivables 0.3 0.3 0.4
Long term investments 31.8 - -
Deferred tax assets 216.2 188.6 162.9
7457.2 10664.7 13369.5
GOING P UBLI C

CURRENT ASSETS 2005 2006 2007
Inventories 35.3 43.4 59.3
Trade and other receivables 470.6 625.0 698.9
Amount due from holding 1622.1 2.9 5.9
company
Amount due from related 7.2 6.2 9.9
companies
Tax recoverable - - 0.4
Cash and bank balances 933.7 539.5 679.7
3068.9 1217.0 1454.1
GOING P UBLI C

CURRENT LIABILITIES 2005 2006 2007
Trade and other payables 1056.7 1548.1 1981.1
Borrowings 748.0 500.6 1709.7
Amount due to holding 13.5 - -
company
Amount due to related - - 2.2
companies
Current tax liabilities 10.3 21.0 21.9
1828.5 2069.7 3714.9
Net current asset(liabilities) 1240.4 (852.7) (2260.8)
8697.6 9812.0 11108.7
GOING P UBLI C

CASH FLOW FROM 2005 2006 2007
OPERATING ACTIVITIES RM mil RM mil RM mil
Receipts from customers 1561.2 4111.8 4862.1
Payments to suppliers and ( 650.7 ) ( 1945.9 ) ( 2253.8 )
employees
Payment for finance cost ( 29.9 ) ( 202.0 ) ( 411.0 )
Payment of income taxes ( 2.6 ) ( 4.1 ) ( 10.6 )
Tax refund 0.6 - -
Total cash flow from 878.6 1959.8 2186.7
operating activities ( A )
GOING P UBLI C

CASH FLOW USED IN 2005 2006 2007
INVESTING ACTIVITIES RM mil RM mil RM mil
Disposal of property & plant 2.7 2.8 4.0
Purchase of property& plant (1480.9) (3074.4) 4266.5 )
Payment of intangible asset - (184.5) -
( telec. & license )
Disposal of long term invest. 185.2 - -
Disposal of subsidiaries (2750.6) (36.7) -
Partial disposal of a sub. 2.1 3.5 280.4
Others 28 (1009.3) (360.7)
Total cash flows used in (4013.9) (4142.8) (4343.4)
investing activities ( B )
GOING P UBLI C

CASH FLOW FROM 2005 2006 2007
FINANCING ACTIVITIES RM mil RM mil RM mil
Proceeds from rights / ESOS 140.9 15.1 76.0
share issuance
Proceeds from borrowings 774.4 2222.7 2602.2
Repayment of borrowings (71.2) (1145.6) (846.3)
Dividends paid to minority (10.5) (22.5) (27.7)
interests
Net advance from holding 2838.9 762.4 465.5
company
Total cash flows from 3672.5 1832.1 2269.7
financing activities ( C )
GOING P UBLI C

CASH AT END OF THE 2005 2006 2007
FINANCIAL YEAR RM mil RM mil RM mil
Net increase / ( decrease ) in 537.2 (350.9) 113.0
cash and cash equivalents
(A+B+C)
Effect of exchange rate charges ( 14.8 ) ( 43.2 ) ( 39.3 )
Cash and cash equivalents at 339.5 921.9 527.8
beginning of the financial year
Cash and cash equivalents 921.9 527.8 601.5
at end of the financial year
GOING P UBLI C
TM INTERNATIONAL BERHAD : SHAREHOLDER, DIRECTORS AND
MANAGEMENT
GO ING PUB LIC
TM INTERNATIONAL BERHAD : RISK FACTORS
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GO ING PUB LIC

Going Public IPO

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GO ING PUB LIC

PRIVATE EQUITY PUBLIC EQUITY

Investors undertake own Investors are free to sell

PRIVATE EQUITY PUBLIC EQUITY

Investors usually represented Companies will have

Rules and regulation for major points on Bursa Malaysia

MAIN & SECOND

1 Types of issuers Incorporated in Malaysia Companies incorporated in Malaysia

MAIN & SECOND

4 Profit No specific profit record is Uninterrupted profit record of 3 to 5

ESOS = employee share option scheme

Process Main Activity Timeline

Advisers may consult the SC on

Process Main Activity Timeline

Incomplete submission may cause

Adviser also submits to MITI

Process Main Activity Timeline

Process Main Activity Timeline

Process Main Activity Timeline

Process Main Activity Timeline

Process Main Activity Timeline

Process Main Activity Timeline

Operating Market Equity Percentage of

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

For the year ended Dec 31

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