eurosports global limited - offer document dated 7 january 2014

8/13/2019 EuroSports Global Limited - Offer Document Dated 7 January 2014

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OFFER DOCUMENT DATED 7 JANUARY 2014(Registered by the Singapore Exchange Securities Trading Limited acting asagent on behalf of the Monetary Authority of Singapore on 7 January 2014)

This document is important. If you are in any doubt as to theaction you should take, you should consult your legal, nancial,tax or other professional adviser(s).

CIMB Bank Berhad, Singapore Branch (the “Sponsor” ) has on behalf of EuroSportsGlobal Limited (the “Company” ) made an application to the Singapore ExchangeSecurities Trading Limited (the “SGX-ST” ) for permission to deal in, and for quotationof, all the ordinary shares (the “Shares” ) in the capital of the Company already issued(including the Vendor Shares (as de ned herein)), the new Shares (the “New Shares” )which are the subject of the Invitation (as de ned herein), the new Shares which may beissued under the EuroSports Performance Share Plan (the “Performance Shares” )and the new Shares which may be issued upon the exercise of the options to be grantedunder the EuroSports Employee Share Option Scheme (the “Option Shares” ) onCatalist (as de ned herein).

Acceptance of applications and the allotment and allocation of the Invitation Shares (asde ned herein) will be conditional upon, inter alia , the completion of the Invitation, whichis subject to certain conditions, including permission being granted by the SGX-ST todeal in, and for quotation of, all our existing issued Shares (including the Vendor Shares),the New Shares, the Performance Shares and the Option Shares. Monies paid in respectof any application accepted will be returned if the admission and listing do not proceed.The dealing in and quotation of the Shares will be in Singapore dollars.

Companies listed on Catalist may carry higher investment risk when compared with largeror more established companies listed on the Main Board of the SGX-ST. In particular,companies may list on Catalist without a track record of pro tability and there is noassurance that there will be a liquid market in the shares or units of shares traded onCatalist. You should be aware of the risks of investing in such companies and should makethe decision to invest only after careful consideration and, if appropriate, consultationwith your professional adviser(s).

Underwriter and Placement AgentSponsor

This offer of Invitation Shares is made in or accompanied by an offerdocument that has been registered by the SGX-ST acting as agent onbehalf of the Monetary Authority of Singapore (the “Authority”).

Neither the Authority nor the SGX-ST has examined or approved the contents of thisOffer Document. Neither the Authority nor the SGX-ST assumes any responsibility forthe contents of this Offer Document, including the correctness of any of the statementsor opinions made or reports contained in this Offer Document. The SGX-ST does notnormally review the application for admission but relies on the Sponsor con rming thatour Company is suitable to be listed and complies with the Catalist Rules (as de nedherein). Neither the Authority nor the SGX-ST has in any way considered the merits ofthe Shares (including the Vendor Shares), the New Shares, the Performance Shares orthe Option Shares, as the case may be, being offered for investment. The registration ofthis Offer Document by the SGX-ST does not imply that the Securities and Futures Act(Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirementsunder the SGX-ST’s listing rules, have been complied with.

We have not lodged this Offer Document in any other jurisdiction.

Investing in our Shares involves risks which are described in the sectionentitled “RISK FACTORS” of this Offer Document, such as “WE AREDEPENDENT ON THE SALES OF LAMBORGHINI AUTOMOBILES” and“CERTAIN OF OUR GROUP’S DISTRIBUTORSHIP AND DEALERSHIPAGREEMENTS CONTAIN PROVISIONS WHICH PROHIBIT CHANGESIN SHAREHOLDERS OR MANAGEMENT OR CHANGES IN CONTROLOF OUR GROUP EXCEPT WITH PRIOR APPROVAL OR CONSENT”.

After the expiration of six (6) months from the date of registration ofthis Offer Document, no person shall make an offer of our Shares, orallot, issue or sell any of our Shares, on the basis of this Offer Document;and no of cer or equivalent person or promoter of our Company willauthorise or permit the offer of any of our Shares or the allotment,issue or sale of any of our Shares, on the basis of this Offer Document.

EUROSPORTS GLOBAL LIMITED(Company Registration No.: 201230284Z)

(Incorporated in the Republic of Singapore on 12 December 2012)

Invitation in respect of 80,000,000 Invitation Shares comprising 40,000,000 New Shares and 40,000,000 VendorShares, as follows:(i) 1,500,000 Offer Shares at S$0.28 for each Offer Share by way of public offer; and(ii) 78,500,000 Placement Shares at S$0.28 for each Placement Share by way of placement,

payable in full on application.

CIMB Bank Berhad (13491-P)Singapore Branch

(Incorporated in Malaysia)

CIMB Securities (Singapore) Pte. Ltd.(Company Registration No.: 198701621D)

(Incorporated in the Republic of Singapore)


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C O R P O R A T E P R O F I L EC O R P O R A T E P R O F I L E T H E B R A N D S W E C A R R YT H E B R A N D S W E C A R R Y

uroSports Global Limited specialises inthe business of distribution of ultra-luxuryautomobiles and luxury automobiles and

provision of after-sales services.

Our automobile distribution business retails newultra-luxury automobiles and luxury automobilesas well as pre-owned automobiles. As at theLatest Practicable Date, we carry automobilebrands comprising mainly Lamborghini, Paganiand Alfa Romeo, and customised automobilessupplied by Touring Superleggera.

The provision of our after-sales services includessales of automobile parts and accessories.We are the only authorised service centrein Singapore for all the automobile brands

we carry. Incidentally, we also operate anautomobile leasing business as an ancillarybusiness complementing our automobiledistribution business.

Since September 2012, we have embarked onthe luxury watch distribution and retail business.We secured the exclusive distributorshiprights for the deLaCour brand of watches forSingapore, Malaysia, Indonesia, Thailand andBrunei since November 2012.

E

ONLY AUTHORISED DEALERONLY AUTHORISED DEALER FOR LAMBORGHINIFOR LAMBORGHINI

AUTOMOBILES IN SINGAPOREAUTOMOBILES IN SINGAPORE

(Since 2001) (Since 2004)

(Since 2012)(Since 2012)

AUTOMOTIVE MARQUES

LUXURY TIMEPIECES

(Since 2012)


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C O M P E T I T I V E S T R E N G T H SC O M P E T I T I V E S T R E N G T H S

Strong relationships with customersthrough personalised and qualitycustomer service

Great emphasis on understanding theneeds and requirements of customersand providing them with the qualityservices that they would expect

Customer service aspect is led byExecutive Chairman and CEO, MelvinGoh

Ability to tailor and conduct targetedmarketing campaigns to meet customerneeds and expectations

We believe that our emphasis onpersonalised customer service hascontributed to a high level of repeatsales to existing customers

Carry strong and well-establishedautomobile brands

Carry strong and well-establishedautomobile brands, including Lamborghiniwhich is a well-established automobilebrand both globally and in Singapore

Strength of the automobile brands wecarry, coupled with our focused salesand marketing activities, has been a keycontributor to our growth

Established relationship withautomobile manufacturers

As at the Latest Practicable Date, weare the only authorised dealer forLamborghini automobiles in Singapore,and the exclusive distributor for AlfaRomeo automobiles in Singapore

Relationship with the LamborghiniManufacturer started in 2001 spanningmore than 10 years, while the long-established relationship with the Alfa

Romeo Manufacturer began since 2004 We believe that our strong and long-

standing relationships with existingautomobile manufacturers, strong sales,high customer satisfaction and proventrack record place us in a favourableposition to maintain the existingdistributorships and/or dealershipswith these automobile manufacturers

We also believe that our reputation asan ultra-luxury automobile and luxury

automobile dealership group gives uscompetitive advantages in obtainingnew distributorships and/or dealershipsfrom other automobile manufacturersin Singapore or overseas in the future

Experienced and committedmanagement team with proventrack record

Our Group is led by our ExecutiveChairman and CEO, Melvin Goh, whohas more than 30 years of experience

in the automobile industry Our Executive Director and Deputy

CEO, Andy Goh, has over 28 years ofexperience in the automobile industry

Our COO, Dennis Yang Yung Kang,has more than 35 years of relevantexperience and in-depth expertise inthe automobile industry


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P R O S P E C T SP R O S P E C T S

B U S I N E S S S T R A T E G I E S F U T U R E P L A N SB U S I N E S S S T R A T E G I E S & F U T U R E P L A N S

Steady growth in Singapore’s GDP

The Singapore economy is estimated tohave grown by 3.7% in 2013 and is expectedto grow by 2.0% to 4.0% in 2014 (1)

The International Monetary Fund ( “IMF” )has projected Singapore’s GDP per capitagrowth to be approximately 3.7% perannum for the next four (4) years (2)

Rising affluence and spending powerof Singaporean consumers are likely tolead to more discretionary spending andprovides greater business potential for awide range of services

Launch of new product models

The launch of new product models areexpected to drive the growth of salesof our products going forward, as theluxury and ultra-luxury segments aremodel-driven markets and sales typicallyincrease when a new model is launched

The Lamborghini Manufacturer has unveiledthe Huracán LP 610-4 that replaces itsGallardo model. In addition, the LamborghiniManufacturer has previously announcedthat it plans to enter the sport utility

vehicle (SUV) segment with its newlylaunched Lamborghini Urus (3). Based onindustry expectations, Lamborghini Urusis expected to hit the market by 2017

The Alfa Romeo Manufacturer has recentlylaunched the new 4C model

We have commissioned the deLaCourManufacturer to produce 90 limited editionGT3 timepieces that bear the identity ofthe six (6) GT3 race circuits for the GTAsia 2013

Expanding distribution and retailnetwork for deLaCour watches

As at the Latest Practicable Date, wehave appointed two (2) Singapore watchretailers, namely Sincere Watch Limitedand Watches of Switzerland, to act as ourpoints of sales to retail the deLaCourbrand of watches in Singapore and we

have also appointed a local distributorin Jakarta, Indonesia

Presently in discussions with a potentiallocal distributor in Bangkok, Thailand

(1) Source: Press releases entitled “MTI Forecasts Growth of 3.5 to 4.0 Per Cent in 2013 and 2.0 to 4.0 Per Centin 2014” dated 21 November 2013 and “Singapore’s GDP Grew 4.4 Per Cent in the Fourth Quarter of 2013”dated 2 January 2014 by the Ministry o f Trade and Industry Singapore (“MTI”). Information was extracted fromthe website of the Singapore Department of Statistics at http://www.singstat.gov.sg/statistics/browse_by_theme/national_accounts.html

(2) Source: World Economic Outlook Database, October 2013. Information was extracted from the website of IMF athttp://www. imf.org/external/pubs/ft/weo/2013/02/weodata/weoselgr.aspx

(3) Source: Press release entitled “Lamborghini Urus – The SUV super athlete” dated 22 April 2012 by the LamborghiniManufacturer

EXCLUSIVEEXCLUSIVE

DISTRIBUTOR FORDISTRIBUTOR FOR

LF ROMEOALFA ROMEOUTOMOBILES INAUTOMOBILES IN

SING PORESINGAPORE

Expansion of our operations locally andinto other markets and acquisitionsof new distributorships and/ordealerships

Intend to grow our distribution networklocally and into other emerging marketsin the region – We may expand ourdistribution network for our existingproducts into overseas markets or securedistributorships and/or dealerships fornew ultra-luxury automobiles and/orluxury automobiles

For overseas expansion, we may acquirelocal existing distributorships and/ordealerships which are already in the

ultra-luxury automobile and/or luxuryautomobile markets in that country orenter into strategic alliances with localdistributors and/or dealers of ultra-luxuryautomobiles and/or luxury automobiles,should such a need arise

Construction of improved or newfacilities for our operations

Intend to expand our operations byway of acquiring and/or constructingimproved or new facilities to house ourof ces, showrooms, service centres andautomobile parts and accessories stores

As at the Latest Practicable Date, we haveconstructed an annex to our premises at30 Teban Gardens Crescent

Plans to construct new facilities, consistingof of ces, showrooms, service centresand automobile parts and accessoriesstores, at 7 and 9 Chang Charn Road

Diversification into other luxurylifestyle businesses

Plans to diversify into other businesses in theluxury segment in order to leverage on ourestablished pool of high net worth customers

Intend to expand our distribution networkfor the deLaCour brand of watches locallyand into other emerging markets in theregion

If opportunities arise, we will also acquiredistributorships and/or dealerships formore luxury lifestyle products to expandour product portfolio

Expand our business through jointventures and strategic alliances

Expand our businesses through jointventures and strategic alliances whichwe believe will complement our currentand future businesses

We believe that suitable joint ventures andstrategic alliances will give us access tonew markets and customers as well as newbusinesses, including new distributorshipsand/or dealerships with strong brandowners


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THE EMBODIMENT OFTHE EMBODIMENT OF BEAUTY,BEAUTY,CLASS PERFORMANCECLASS & PERFORMANCE

P R O P O S E D D I V I D E N DP R O P O S E D D I V I D E N D

(4) We expect to complete the Sale and Leaseback Arrangement by the rst quarter of 2014, upon which we intend to declare the special dividend in FY2015. In the event thatthe Sale and Lease back Arrangement does not complete and we do not recognise any sale proceeds therefrom, we will not be able to declare such special dividend. Further, inthe event that the completion of the Sale and Leaseback Arrangement is delayed for any reason whatsoever, the declaration of such special dividend will also be delayed

W e intend to declare a one-time special dividend of between S$6 million and S$8 million subject to completion of the saleand leaseback arrangement relating to our Teban Gardens Showrooms and Service Centres (the “Sale and LeasebackArrangement”) and such dividend is expected to be funded solely by the sale proceeds arising therefrom (4)


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F I N A N C I A L H I G H L I G H T SF I N A N C I A L H I G H L I G H T S

Sale of Automobiles (S$’million)

STRENGTH OF AUTOMOBILE BRANDS WESTRENGTH OF AUTOMOBILE BRANDS WE

CARRY COUPLED WITH OUR FOCUSED SALESCARRY, COUPLED WITH OUR FOCUSED SALES

AND MARKETING ACTIVITIES HAS BEEN A KEYAND MARKETING ACTIVITIES, HAS BEEN A KEY

CONTRIBUTOR TO OUR GROWTHCONTRIBUTOR TO OUR GROWTH

Revenue (S$’million) Gross Pro t (S$’million) & Gross Pro t Margin (%)

Net Pro t (S$’million)

Sale of Automobiles

Sale of Watches

Pre-owned Automobiles New Automobiles

Provision of After-Sales Services

Financial Year ended 31 March

FY2011

71.3

30.9

67.2

41.0

58.6

19.9

2.7

FY2011 FY2012

7.6

IQ2014

2.2

FY2013

6.7

IQ2013

2.9

Gross Pro t MarginGross Pro t

107.2

FY2011 FY2013FY2012 IQ2013 IQ2014

113.0

86.4

25.619.6

102.2108.2

78.5

24.3

4.94.8

2.3

0.7

5.6

1.4

11.7%

16.4%

19.9%

21.7%

25.1%

12.5

FY2011 FY2012

18.5

IQ2014

4.9

FY2013

17.2

IQ2013

5.6

FY2012

FY2013

12.8

4.6IQ

2014

17.41.5


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTSOF OPERATIONS .......................................................................................... .................................... 55

OVERVIEW ................................................................................ ................................................... 55

REVIEW OF RESULTS OF OPERATIONS................................................................................... 62

REVIEW OF FINANCIAL POSITION ....................................................................................... ..... 68

LIQUIDITY AND CAPITAL RESOURCES ................................................................................ ..... 70 CAPITAL EXPENDITURES AND DIVESTMENTS ....................................................................... 75

OPERATING LEASE COMMITMENTS .................................................................................... ..... 76

FOREIGN EXCHANGE EXPOSURE ....................................................................................... ..... 76

SEASONALITY ......................................................................................... .................................... 77

INFLATION ................................................................................. ................................................... 77

CHANGES TO ACCOUNTING POLICIES ............................................................................... ..... 77

CAPITALISATION AND INDEBTEDNESS .................................................................................... .... 78

GENERAL INFORMATION ON OUR GROUP .................................................................................. 81

HISTORY AND DEVELOPMENT ............................................................................................. ..... 81

BUSINESS OVERVIEW ............................................................................................ .................... 83

OUR DISTRIBUTORSHIP AND DEALERSHIP ARRANGEMENTS ............................................. 85

OUR PROCUREMENT PROCESS ........................................................................................... .... 88

QUALITY CONTROL ................................................................................. .................................... 88

SALES AND MARKETING ........................................................................................ .................... 88

RESEARCH AND DEVELOPMENT ........................................................................................ ..... 90

STAFF TRAINING ..................................................................................... .................................... 90 WORKPLACE SAFETY AND HEALTH MEASURES .................................................................... 90

INTELLECTUAL PROPERTY ................................................................................... .................... 90

PROPERTIES AND FIXED ASSETS ....................................................................................... ..... 91

MAJOR SUPPLIERS ................................................................................. .................................... 95

MAJOR CUSTOMERS .............................................................................................. .................... 95

CREDIT MANAGEMENT .......................................................................................... .................... 96

INVENTORY MANAGEMENT ................................................................................... .................... 97

INSURANCE ............................................................................................. .................................... 98

COMPETITION ......................................................................................... .................................... 98

COMPETITIVE STRENGTHS ................................................................................... .................... 99

PROSPECTS ............................................................................................ .................................... 100

TREND INFORMATION ............................................................................................ .................... 101

ORDER BOOK .......................................................................................... .................................... 102

BUSINESS STRATEGIES AND FUTURE PLANS ........................................................................ 102

GOVERNMENT REGULATIONS ................................................................................... .................... 105


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INTERESTED PERSON TRANSACTIONS ................................................................................... .... 112

PAST INTERESTED PERSON TRANSACTIONS ........................................................................ 112

PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS .................................... 119

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS ................ 122

POTENTIAL CONFLICTS OF INTEREST ..................................................................................... .... 124DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES ............................................................. 127

MANAGEMENT REPORTING STRUCTURE ............................................................................... 127

DIRECTORS ............................................................................................. .................................... 128

EXECUTIVE OFFICERS ........................................................................................... .................... 131

REMUNERATION ...................................................................................... .................................... 134

EMPLOYEES ............................................................................................ .................................... 135

SERVICE AGREEMENTS ......................................................................................... .................... 135

EUROSPORTS PERFORMANCE SHARE PLAN ............................................................................. 137

EUROSPORTS EMPLOYEE SHARE OPTION SCHEME ................................................................. 145

CORPORATE GOVERNANCE ...................................................................................... .................... 151

EXCHANGE CONTROLS .............................................................................................. .................... 155

TAXATION ....................................................................................... ................................................... 156

CLEARANCE AND SETTLEMENT ............................................................................... .................... 159

GENERAL AND STATUTORY INFORMATION ................................................................................. 160APPENDIX A INDEPENDENT AUDITORS’ REPORT AND THE AUDITED COMBINED

FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 MARCH2011, 2012 AND 2013 ........................................................................................... .... A-1

APPENDIX B INDEPENDENT AUDITORS’ REPORT AND THE UNAUDITED COMBINEDFINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDED 30 JUNE2013 ........................................................................................ ................................... B-1

APPENDIX C INDEPENDENT AUDITORS’ REPORT AND THE UNAUDITED PRO FORMACOMBINED FINANCIAL INFORMATION FOR THE REPORTING YEAR ENDED31 MARCH 2013 AND THE REPORTING PERIOD ENDED 30 JUNE 2013 ........... C-1

APPENDIX D DESCRIPTION OF ORDINARY SHARES ................................................................ D-1

APPENDIX E SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY ............................................................................................. .................... E-1

APPENDIX F RULES OF THE EUROSPORTS PERFORMANCE SHARE PLAN ......................... F-1

APPENDIX G RULES OF THE EUROSPORTS EMPLOYEE SHARE OPTION SCHEME ............. G-1

APPENDIX H TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION ANDACCEPTANCE ....................................................................................... .................... H-1


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CORPORATE INFORMATION

BOARD OF DIRECTORS : Melvin Goh (Executive Chairman and CEO) Andy Goh (Executive Director and Deputy CEO) Ng Tiak Soon (Non-Executive and Lead Independent Director) Tan Siok Sing (Non-Executive Independent Director) Lim Kim Quee (Non-Executive Independent Director)

JOINT COMPANY SECRETARIES : Siu Yeung Sau, CA (Singapore) Loh Lee Eng, ACIS REGISTERED OFFICE AND : 30 Teban Gardens Crescent PRINCIPAL PLACE OF BUSINESS Singapore 608927 SHARE REGISTRAR AND : Tricor Barbinder Share Registration Services SHARE TRANSFER OFFICE (A division of Tricor Singapore Pte Ltd) 80 Robinson Road #02-00

Singapore 068898

SPONSOR : CIMB Bank Berhad, Singapore Branch 50 Rafes Place #09-01 Singapore Land Tower Singapore 048623

UNDERWRITER AND PLACEMENT : CIMB Securities (Singapore) Pte. Ltd. AGENT 50 Rafes Place #19-00 Singapore Land Tower Singapore 048623

INDEPENDENT AUDITORS AND : RSM Chio Lim LLP REPORTING ACCOUNTANTS 8 Wilkie Road #03-08 Wilkie Edge Singapore 228095

Partner-in-charge: Paul Lee Seng Meng (a member of the Institute of Singapore Chartered

Accountants) SOLICITORS TO THE INVITATION : Rajah & Tann LLP AND LEGAL ADVISER TO OUR 9 Battery Road COMPANY ON SINGAPORE LAW #25-01 Straits Trading Building Singapore 049910 LEGAL ADVISER TO OUR : Christopher & Lee Ong COMPANY IN RESPECT OF Suite 3B-16-7 Level 16 MALAYSIAN LAW Block 3B Plaza Sentral Jalan Stesen Sentral 5 Kuala Lumpur Sentral

50470 Kuala Lumpur SOLICITORS TO THE SPONSOR : RHTLaw Taylor Wessing LLP AND THE UNDERWRITER AND Six Battery Road #10-01 PLACEMENT AGENT Singapore 049909


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PRINCIPAL BANKERS : United Overseas Bank Limited 80 Rafes Place UOB Plaza

Singapore 048624

Oversea-Chinese Banking Corporation Limited 65 Chulia Street #09-00 OCBC Centre Singapore 049513

RECEIVING BANK : CIMB Bank Berhad, Singapore Branch 50 Rafes Place #09-01 Singapore Land Tower Singapore 048623 VENDORS : Melvin Goh 30 Teban Gardens Crescent Singapore 608927

Andy Goh 30 Teban Gardens Crescent Singapore 608927


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DEFINITIONS

In this Offer Document and the accompanying Application Forms, the following denitions apply wherethe context so admits:

Group Companies

“Company” or “EuroSports” : EuroSports Global Limited

“deLaCour Singapore” : deLaCour Asia Pacic Pte. Ltd.

“EuroAutomobile” : EuroAutomobile Pte. Ltd.

“EuroSports Auto” : EuroSports Auto Pte Ltd

“Group” : Our Company and our subsidiaries

“GTA Singapore” : Spania GTA Asia Pacic Private Ltd.

Other Corporations and Agencies

“Alfa Romeo Manufacturer” : Fiat Auto S.p.A.

“Auditors and Reporting : RSM Chio Lim LLP Accountants”

“Authority” or “MAS” : The Monetary Authority of Singapore

“Brickfree” : Brickfree Pte. Ltd. (formerly known as Cityzines Pte. Ltd.)

“CDP” : The Central Depository (Pte) Limited

“CIMB” or “Sponsor” : CIMB Bank Berhad, Singapore Branch

“CPF” : The Central Provident Fund

“deLaCour Manufacturer” : Piallo GmbH

“E’ Collezione” : E’ Collezione Pte. Ltd.

“E-Elements” : E-Elements Pte. Ltd.

“EC” : Eminent Century Sdn Bhd

“ESE” : ES Evolution Sdn Bhd

“Gay Hin Enterprise” : Gay Hin Enterprise (Pte.) Ltd.

“GTA Spain” : Spania GTA Tecnomotive S.L.

“HDB” : The Housing & Development Board

“IRAS” : The Inland Revenue Authority of Singapore

“JH Italia” : JH Italia Sdn. Bhd.

“JTC” : Jurong Town Corporation

“Lamborghini Manufacturer” : Automobili Lamborghini S.p.A.


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“Lotus Manufacturer” : Lotus Cars Limited

“LTA” : Land Transport Authority of Singapore

“Motor-Way Credit” : Motor-Way Credit Pte Ltd

“Pagani Manufacturer” : Pagani Automobili S.p.A.

“Placement Agent” or : CIMB Securities (Singapore) Pte. Ltd. “Underwriter” or “CIMB

Securities”

“PT EuroSport” : PT. EuroSport Auto

“Receiving Bank” : CIMB Bank Berhad, Singapore Branch

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Share Registrar” : Tricor Barbinder Share Registration Services

“Touring Superleggera” : Carrozzeria Touring Superleggera s.r.l.

Locations

“7 and 9 Chang Charn Road” : 7 Chang Charn Road Singapore 159636 and 9 Chang CharnRoad Singapore 159638

“11 Leng Kee Road” : 11 Leng Kee Road Singapore 159091

“30 Teban Gardens Crescent” : 30 Teban Gardens Crescent Singapore 608927

General

“1Q” : The three-month nancial period ended 30 June

“Alfa Romeo Agreement” : The Import and Distribution Agreement dated 2 February 2004between the Alfa Romeo Manufacturer and EuroAutomobile,pursuant to which the Alfa Romeo Manufacturer granted the AlfaRomeo distributorship in Singapore to EuroAutomobile

“Application Forms” : The printed application forms to be used for the purpose of theInvitation and which form part of this Offer Document

“Application List” : The list of applications for subscription for and/or purchase, as thecase may be, of the Invitation Shares

“Articles” or “Articles of : The articles of association of our Company Association”

“ATM” : Automated teller machine of a Participating Bank

“Audit Committee” : The audit committee of our Company as at the date of this OfferDocument, unless otherwise stated

“Audited Combined Financial : The “Independent Auditors’ Report and the Audited CombinedStatements” Financial Statements for the Reporting Years ended 31 March

2011, 2012 and 2013” as set out in Appendix A of this Offer

Document“Award” : An award of Shares granted under the Performance Share Plan


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“Invitation” : The invitation by our Company and the Vendors to the public inSingapore to subscribe for and/or purchase the Invitation Sharesat the Invitation Price, subject to and on the terms and conditionsof this Offer Document

“Invitation Price” : S$0.28 for each Invitation Share

“Invitation Shares” : The 80,000,000 Shares which are the subject of the Invitation,comprising 40,000,000 New Shares and 40,000,000 VendorShares

“Lamborghini Agreement” : The Dealer Agreement dated 2 October 2002 between theLamborghini Manufacturer and EuroSports Auto, pursuant towhich the Lamborghini Manufacturer granted the Lamborghinidealership in Singapore to EuroSports Auto

“Latest Practicable Date” : 30 November 2013, being the latest practicable date for thepurposes of lodgement of this Offer Document with the SGX-ST

“Lotus Agreement” : The International Dealer Agreement dated 30 January 2008between the Lotus Manufacturer, Group Lotus plc, EuroSportsAuto, Melvin Goh and Andy Goh (as varied by a variation deeddated 8 September 2010 and an agreement dated 2 January2012), pursuant to which the Lotus Manufacturer granted theLotus dealership in Singapore to EuroSports Auto

“Management and Sponsorship : The management and sponsorsh ip agreement dated 7Agreement” January 2014 entered into between our Company, the Vendors

and CIMB pursuant to which CIMB agreed to manage andsponsor the Invitation, details as described in the section entitled“General and Statutory Information – Management, Underwritingand Placement Arrangements” of this Offer Document

“Market Day” : A day on which the SGX-ST is open for trading in securities

“Memorandum” or “Memorandum : Memorandum of association of our Company of Association”

“NAV” : Net asset value

“New Shares” : The 40,000,000 new Shares for which our Company invitesapplications to subscribe for pursuant to the Invitation, subject toand on the terms and conditions set out in this Offer Document

“Nominating Committee” : The nominating committee of our Company as at the date of thisOffer Document, unless otherwise stated

“Non-Executive Directors” : The non-executive Directors of our Company (includingIndependent Directors) as at the date of this Offer Document,unless otherwise stated

“NTA” : Net tangible assets

“Offer” : The offer by our Company and the Vendors to the public inSingapore for subscription and/or purchase of the Offer Shares atthe Invitation Price, subject to and on the terms and conditions of

this Offer Document“Offer Document” : This offer document dated 7 January 2014 issued by our

Company in respect of the Invitation


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“Offer Shares” : The 1,500,000 Invitation Shares which are the subject of the Offer

“Options” : The share options which may be granted pursuant to the ESOS

“Option Shares” : The new Shares which may be allotted and issued from time totime upon the exercise of the Options

“Pagani Agreement” : The Automobile Dealer Sales and Service Agreement dated 7March 2012 entered into between the Pagani Manufacturer andEuroAutomobile, pursuant to which the Pagani Manufacturergranted the Pagani dealership in Singapore and Malaysia toEuroAutomobile

“Participating Banks” : United Overseas Bank Limited (“ UOB ”) and its subsidiary, FarEastern Bank Limited (collectively, the “ UOB Group ”), DBSBank Ltd (including POSB) (“ DBS Bank ”) and Oversea-ChineseBanking Corporation Limited (“ OCBC ”)

“PER” : Price earnings ratio

“Performance Shares” : The new Shares which may be allotted and issued from timeto time pursuant to the vesting of Awards granted under thePerformance Share Plan

“Performance Share Plan” : The EuroSports Performance Share Plan, the terms of which areset out in Appendix F of this Offer Document

“Period under Review” : The period which comprises FY2011, FY2012, FY2013 and1Q2014

“Placement” : The placement of the Placement Shares by the Placement Agenton behalf of our Company and/or the Vendors for subscriptionand/or purchase at the Invitation Price, subject to and on theterms and conditions of this Offer Document

“Placement Shares” : The 78,500,000 Invitation Shares which are the subject of thePlacement

“PRC” : The People’s Republic of China, which for the purposes of thisOffer Document and for geographical reference only, excludesHong Kong and Macau Special Administrative Regions of thePeople’s Republic of China, and Taiwan

“Remuneration Committee” : The remuneration committee of our Company as at the date ofthis Offer Document, unless otherwise stated

“Restructuring Exercise” : The corporate restructuring exercise undertaken in connectionwith the Invitation, as described in the section entitled“Restructuring Exercise” of this Offer Document

“Sale and Leaseback : The sale and leaseback arrangement relating to our TebanArrangement” Gardens Showrooms and Service Centres, details of which

can be found in the section entitled “General Information on ourGroup – Properties and Fixed Assets – Sale and LeasebackArrangement” of this Offer Document

“Securities Account” : The securities account maintained by a Depositor with CDP, butdoes not include a securities sub-account


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“Securities and Futures Act” or : The Securities and Futures Act (Chapter 289) of Singapore, as“SFA” amended or modied from time to time

“SFR” : Securities and Futures (Offers of Investments) (Share andDebentures) Regulations 2005 of Singapore

“Share(s)” : Ordinary share(s) in the capital of our Company

“Shareholder(s)” : Person(s) who are registered as holder(s) of Shares in theregister of members of our Company, or where CDP is theregistered holder, the term “Shareholders” shall, in relation tosuch Shares, mean Depositors whose Securities Accounts arecredited with Shares

“Substantial Shareholder” : A person who has an interest or interests in one (1) or morevoting Shares (excluding treasury shares) in our Company andthe total votes attached to that Share, or those Shares, is notless than ve per cent. (5.0%) of the total votes attached to all thevoting Shares (excluding treasury shares) in our Company

“Teban Gardens Lease Extension” : The lease extension of 22 years from 1 June 2017 relatingto our premises at 30 Teban Gardens Crescent, pursuant toan agreement to lease dated 21 May 2013 between JTC andEuroSports Auto, details of which can be found in the sectionentitled “General Information on our Group – Properties and FixedAssets – Teban Gardens Lease Extension” of this Offer Document

“Teban Gardens Showrooms and : Our showrooms and service centres located at 30 Teban GardensService Centres” Crescent

“Unaudited Interim Combined : The “Independent Auditors’ Report and the Unaudited CombinedFinancial Statements” Financial Statements for the Reporting Period ended 30 June

2013” as set out in Appendix B of this Offer Document

“Unaudited Pro Forma Combined : The “Independent Auditors’ Report and the Unaudited Pro FormaFinancial Information” Combined Financial Information for the Reporting Year ended 31

March 2013 and the Reporting Period ended 30 June 2013” asset out in Appendix C of this Offer Document

“Underwriting and Placement : The underwriting and placement agreement dated 7 JanuaryAgreement” 2014 entered into between our Company, the Vendors and

CIMB Securities pursuant to which CIMB Securities agreed to(i) underwrite our offer of the Offer Shares; and (ii) subscribeand/or procure subscribers for the Placement Shares, detailsas described in the section entitled “General and StatutoryInformation – Management, Underwriting and PlacementArrangements” of this Offer Document

“USA” : United States of America

“Vendors” : Melvin Goh and Andy Goh

“Vendor Shares” : The 40,000,000 existing Shares for which the Vendors inviteapplications to purchase, subject to and on the terms andconditions of this Offer Document

“WSHA” : Workplace Safety and Health Act (Chapter 354A) of Singapore


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Currencies, Units and Others

“%” or “per cent.” : Per centum

“bhp” : Brake horsepower

“cc” : Cylinder capacity

“ € ” or “EUR” : Euro, the lawful currency of the European Union

“£” : Pound sterling, the lawful currency of the United Kingdom

“m” : Metre

“S$” and “cents” : The lawful currency of Singapore, being dollars and centsrespectively

“sq ft” : Square feet

“sq m” : Square metre

“Swiss franc” or “CHF” : Swiss franc, the lawful currency of Switzerland

“US$” : United States dollar, the lawful currency of the United States ofAmerica

For the purpose of this Offer Document, the following persons named in the second column below arealso known by the names set out in the rst column:

Name used in this Offer : Name in National Registration Identity CardDocument

“Melvin Goh” : Goh Kim San

“Andy Goh” : Goh Kim Hup

The expressions “associate”, “associated company”, “associated entity”, “controlling interest-holder”,“Controlling Shareholder”, “related corporation”, “related entity”, “Entity At Risk”, “Interested Person”,“Interested Person Transaction”, “subsidiary”, “subsidiary entity” and “substantial interest-holder” shallhave the meanings ascribed to them respectively in the SFA, the SFR, the Companies Act and/or theCatalist Rules, as the case may be.

The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meaningsascribed to them respectively in Section 130A of the Companies Act.

Any word dened under the Companies Act, the SFA, the SFR, the Catalist Rules or any statutorymodication thereof and used in this Offer Document, the Application Forms and Electronic Applicationsshall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA, the SFR, theCatalist Rules or any statutory modication thereto, as the case may be.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa . References to persons shall include corporations.

Any reference in this Offer Document, the Application Forms and Electronic Applications to any statute orenactment is a reference to that statute or enactment as for the time being amended or re-enacted.

Any reference in this Offer Document, the Application Forms and Electronic Applications to Shares beingallotted to an applicant includes allotment to CDP for the account of that Applicant.


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GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of the business of our Group, the following glossary contains anexplanation and description of certain terms used in this Offer Document in connection with our Group.The terms and their assigned meanings may not correspond to standard industry or common meanings,as the case may be, or usage of these terms.

“Alfa Romeo” : The brand of Alfa Romeo automobiles

“Alfa Romeo automobile” : An automobile manufactured by the Alfa Romeo Manufacturer

“Alfa Romeo distributorship” : The authorisations to, inter alia , distribute and/or retail AlfaRomeo automobiles pursuant to the Alfa Romeo Agreement,details of which are set out in the section entitled “GeneralInformation on our Group – Our Distributorship and DealershipArrangements” of this Offer Document

“automobile parts and : Spare parts and accessories for an automobile

accessories”

“automobile brand” : A brand of automobiles

“automobile manufacturer” : A manufacturer of automobiles

“COE” : Certicate of entitlement

“GTA automobile” : An automobile manufactured by GTA Spain

“Lamborghini” : The brand of Lamborghini automobiles

“Lamborghini automobile” : An automobile manufactured by the Lamborghini Manufacturer“Lamborghini dealership” : The authorisations to, inter alia , retail Lamborghini automobiles

pursuant to the Lamborghini Agreement, details of which are setout in the section entitled “General Information on our Group –Our Distributorship and Dealership Arrangements” of this OfferDocument

“Lemon Laws” : Consumer protection laws that provide remedies against goodswith latent defects

“Lotus” : The brand of Lotus automobiles

“Lotus automobile” : An automobile manufactured by the Lotus Manufacturer

“Lotus dealership” : The authorisation to, inter alia , retail Lotus automobiles pursuantto the Lotus Agreement

“luxury automobile” : Passenger automobile with a typical retail price range betweenapproximately S$200,000 and approximately S$800,000

“Pagani” : The brand of Pagani automobiles

“Pagani automobile” : An automobile manufactured by the Pagani Manufacturer


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“Pagani dealership” : The authorisation to, inter alia , retail Pagani automobilespursuant to the Pagani Agreement, details of which are set outin the section entitled “General Information on our Group – OurDistributorship and Dealership Arrangements” of this OfferDocument

“pre-owned automobile” : A used automobile which has one (1) or more prior owners

“service centre ” : Dedicated service centre that provides automobile repair,maintenance and grooming services and also retails automobileparts and accessories

“showroom” : Dedicated automobile display and sales centre

“Touring Superleggera : The authorisations to, inter alia , distribute and/or retaildistributorship” automobiles supplied by Touring Superleggera, details of which

are set out in the section entitled “General Information on ourGroup – Our Distributorship and Dealership Arrangements” of thisOffer Document

“ultra-luxury automobile” : Passenger automobile with typical retail price range ofapproximately S$800,000 and above


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Document, statements made in press releases and oral statementsthat may be made by us or our Directors, Executive Ofcers or employees acting on our behalf or theVendors’ behalf, that are not statements of historical fact, constitute “forward-looking statements”. Youcan identify some of these statements by forward-looking terms such as “anticipate”, “believe”, “could”,“estimate”, “prot estimate”, “expect”, “intend”, “may”, “plan”, “will” and “would” or similar words. However,you should note that these words are not the exclusive means of identifying forward-looking statements.All statements regarding our expected nancial position, trend information, business strategies, plans andprospects are forward-looking statements.

These forward-looking statements, including without limitation, statements as to:

our revenue and protability;

projections of capital expenditures in general and other nancial items;

our planned expansion and whether we can successfully execute, manage and/or implement it;

any expected growth;

other expected industry trends; and

anticipated completion of proposed plans and other matters discussed in this Offer Documentregarding matters that are not historical facts,

are only predictions. Forward-looking statements reflect our current views with respect to futureevents and are not a guarantee of future performance. These statements are based on our beliefsand assumptions, which in turn are based on currently available information. Although we believethe assumptions upon which these forward-looking statements are based are reasonable, any ofthese assumptions could prove to be inaccurate, and the forward-looking statements based on theseassumptions could be incorrect.

These forward-looking statements involve known and unknown risks, uncertainties and other factors thatmay cause our actual results, performance or achievements to be materially different from any futureresults, performance or achievements expressed or implied by such forward-looking statements. Theserisks, uncertainties and other important factors include, in no particular order of priority and amongstothers, the following:

changes in political, social and economic conditions and the regulatory environment in the placesin which we conduct our business;

changes in government regulations and their interpretation;

our anticipated growth strategies and expected internal growth;

changes in customer demand or preferences;

changes in competitive conditions and our ability to compete under these conditions;

changes in our senior management team or loss of key employees;

changes in our future capital needs and the availability of nancing and capital to fund these needs;

the ability of third parties to honour their commitments;

other factors beyond our control; and

the factors described in the section entitled “Risk Factors” of this Offer Document.


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Some of these risk factors are discussed in more detail in this Offer Document, in particular, thediscussions under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis ofFinancial Position and Results of Operations” of this Offer Document. These forward-looking statementsare applicable only as at the date of this Offer Document.

Given the risks and uncertainties that may cause our actual future results, performance or achievementsto be materially different from that expected, expressed or implied by the forward-looking statements inthis Offer Document, undue reliance must not be placed on these statements which apply only as atthe date of this Offer Document. Neither our Company, the Vendors, the Sponsor, the Underwriter andPlacement Agent nor any other person represents or warrants that our Group’s actual future results,performance or achievements will be as discussed in those statements.

All forward-looking statements by or attributable to us, the Vendors or persons acting on our behalf,contained in this Offer Document are expressly qualied in their entirety by such factors. Our actualresults may differ materially from those anticipated in these forward-looking statements as a result ofthe risks faced by us. We, the Vendors, the Sponsor, the Underwriter and Placement Agent disclaim anyresponsibility to update any of those forward-looking statements or publicly announce any revisions tothose forward-looking statements to reect future developments, events or circumstances. We and theVendors are, however, subject to the provisions of the SFA, the SFR and the Catalist Rules regarding

corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of thisOffer Document but before the close of the Invitation, we and the Vendors become aware of (a) a falseor misleading statement or matter in this Offer Document; (b) an omission from this Offer Document ofany information that should have been included in it under the SFA, the SFR or the Catalist Rules; or(c) a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST actingas agent on behalf of the Authority which would have been required by the SFA, the SFR or the CatalistRules to be included in this Offer Document if it had arisen before this Offer Document was lodged andthat is materially adverse from the point of view of an investor, our Company may in consultation withthe Sponsor and the Underwriter and Placement Agent, lodge a supplementary or replacement offerdocument with the SGX-ST acting as agent on behalf of the Authority.


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DETAILS OF THE INVITATION

LISTING ON CATALIST

CIMB has on our behalf made an application to the SGX-ST for permission to deal in, and for quotationof, all our Shares already issued (including the Vendor Shares), the New Shares, the Performance Shares

and the Option Shares, on Catalist. Such permission will be granted when our Company has beenadmitted to Catalist. Acceptances of applications and the allotment and allocation of the Invitation Shareswill be conditional upon, inter alia, the completion of the Invitation, which is subject to certain conditions,including permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issuedShares (including the Vendor Shares), the New Shares, the Performance Shares and the Option Shares.

If the completion of the Invitation does not occur, or the said permission from the SGX-ST is not grantedfor any reason, monies paid in respect of any application accepted will be returned to you at your ownrisk, without interest or any share of revenue or other benet arising therefrom and you will not haveany claim against our Company, the Vendors, the Sponsor or the Underwriter and Placement Agent. NoShares will be allotted or allocated on the basis of this Offer Document later than six (6) months after thedate of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority.

Companies listed on Catalist may carry higher investment risk when compared with larger or moreestablished companies listed on the SGX-ST Main Board. In particular, companies may list on Catalistwithout a track record of protability and there is no assurance that there will be a liquid market inthe shares or units of shares traded on Catalist. You should be aware of the risks of investing in suchcompanies and should make the decision to invest only after careful consideration and, if appropriate,consultation with your professional adviser(s).

Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document.Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document,including the correctness of any of the statements or opinions made or reports contained in this OfferDocument. The SGX-ST does not normally review the application for admission but relies on the Sponsorconrming that our Company is suitable to be listed and complies with the Catalist Rules.

Admission to Catalist is not to be taken as an indication of the merits of the Invitation, our Company, oursubsidiaries, our existing issued Shares (including the Vendor Shares), the New Shares, the PerformanceShares and the Option Shares.

A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as agent onbehalf of the Authority. Registration of the Offer Document by the SGX-ST, acting as agent on behalfof the Authority, does not imply that the SFA or any other legal or regulatory requirements, have beencomplied with. The SGX-ST has not, in any way, considered the merits of our existing issued Shares(including the Vendor Shares), the New Shares, the Performance Shares or the Option Shares, as thecase may be, being offered or in respect of which an invitation is made, for investment. We have notlodged or registered this Offer Document in any other jurisdiction.

We and the Vendors are subject to the provisions of the SFA, the SFR and the Catalist Rules regardingcorporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of this OfferDocument but before the close of the Invitation, we and the Vendors become aware of:

(a) a false or misleading statement or matter in this Offer Document;

(b) an omission from this Offer Document of any information that should have been included in it underthe SFA, the SFR or the Catalist Rules; or

(c) a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST, actingas agent on behalf of the Authority and which would have been required by the SFA, the SFR orthe Catalist Rules to be included in this Offer Document if it had arisen before this Offer Documentwas lodged,

that is materially adverse from the point of view of an investor, we and the Vendors may lodge asupplementary or replacement offer document with the SGX-ST acting as agent on behalf of the Authoritypursuant to Section 241 of the SFA.


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In the event that a supplementary or replacement Offer Document is lodged with the SGX-ST acting asagent on behalf of the Authority, the Invitation shall be kept open for at least 14 days after the lodgementof such supplementary or replacement Offer Document.

Where prior to the lodgement of the supplementary or replacement offer document, applications havebeen made under this Offer Document to subscribe for and/or purchase the Invitation Shares and:

(a) where the Invitation Shares have not been issued and/or transferred to the applicants, we (for ourCompany as well as on behalf of the Vendors) shall either:

(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement offer document, give the applicants notice inwriting of how to obtain, or arrange to receive, a copy of the supplementary or replacementoffer document, as the case may be, and provide the applicants with an option to withdrawtheir applications, and take all reasonable steps to make available within a reasonable periodthe supplementary or replacement offer document, as the case may be, to the applicantswho have indicated they wish to obtain, or who have arranged to receive, a copy of thesupplementary or replacement offer document;

(ii) within seven (7) days from the date of lodgement of the supplementary or replacement offerdocument, give the applicants the supplementary or replacement offer document, as thecase may be, and provide the applicants with an option to withdraw their applications; or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shallbe deemed to have been withdrawn and cancelled, and we (for our Company as well ason behalf of the Vendors) shall, within seven (7) days from the date of lodgement of thesupplementary or replacement offer document, pay the applicants all monies the applicantshave paid on account of their applications for the Invitation Shares without interest or anyshare of revenue or other benet arising therefrom and at the applicants’ own risk andthe applicants shall not have any claim against us, the Vendors, the Sponsor and/or theUnderwriter and Placement Agent; or

(b) where the Invitation Shares have been issued and/or transferred to the applicants, we (for ourCompany as well as on behalf of the Vendors) shall either:

(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement offer document, give the applicants notice inwriting of how to obtain, or arrange to receive, a copy of the same and provide the applicantswith an option to return to us (for our Company as well as on behalf of the Vendors) theInvitation Shares which they do not wish to retain title in, and take all reasonable stepsto make available within a reasonable period the supplementary or replacement offerdocument, as the case may be, to the applicants who have indicated they wish to obtain, orwho have arranged to receive, a copy of the supplementary or replacement offer document;

(ii) within seven (7) days from the date of lodgement of the supplementary or replacement offerdocument, give the applicants the supplementary or replacement offer document, as thecase may be, and provide the applicants with an option to return to us (for our Company aswell as on behalf of the Vendors) the Invitation Shares which they do not wish to retain titlein; or

(iii) (A) in the case of the New Shares, deem the issue as void and refund the applicants’payments for the New Shares (without interest or any share of revenue or otherbenets arising therefrom and at the applicants’ own risk) within seven (7) days fromthe date of lodgment of the supplementary or replacement offer document; and

(B) in the case of Vendor Shares, deem the sale of the Vendor Shares as void, and in the

case where documents to evidence title to the Vendor Shares (the “ title documents ”)have been issued to the applicants, within seven (7) days from the date of lodgmentof the supplementary or replacement offer document, inform the applicants toreturn the title documents within 14 Market Days from the date of lodgment of the


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supplementary or replacement offer document, and within seven (7) days from receiptof the title documents or the date of lodgment of the supplementary or replacementoffer document, whichever is the later, refund the applicants’ payments for the VendorShares (without interest or any share of revenue or other benets arising therefromand at the applicants’ own risk),

and the applicants shall not have any claim against our Company, the Vendors, the Sponsor andthe Underwriter and Placement Agent.

An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his applicationshall, within 14 days from the date of lodgement of the supplementary or replacement offer document,notify us of this, whereupon we (for our Company as well as on behalf of the Vendors) shall, withinseven (7) days from the receipt of such notication, pay to him all monies paid by him on account ofhis application for the Invitation Shares without interest or any share of revenue or other benet arisingtherefrom and at the applicant’s own risk and the applicant shall not have any claim against us, theVendors, the Sponsor and/or the Underwriter and Placement Agent.

An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the Invitation Sharesissued and/or transferred to him shall, within 14 days from the date of lodgement of the supplementary orreplacement offer document, notify us of this and return all documents, if any, purporting to be evidenceof title to those Invitation Shares, to us, whereupon we (for our Company as well as on behalf of theVendors) shall, within seven (7) days from the receipt of such notication and documents, if any, pay tohim all monies paid by him for those Invitation Shares without interest or any share of revenue or otherbenet arising therefrom and at his own risk, and the issue and/or transfer of those Invitation Shares shallbe deemed to be void, and he shall not have any claim against us, the Vendors, the Sponsor and/or theUnderwriter and Placement Agent.

The Authority, the SGX-ST (acting as agent on behalf of the Authority) or other competent authority may,in certain circumstances issue a stop order (the “ Stop Order ”) to our Company, directing that no or nofurther Invitation Shares be alloted, allocated, issued and/or sold.

In the event that the Authority issues a Stop Order and applications to subscribe for and/or purchase theInvitation Shares have been made prior to the Stop Order, then:

(a) where the Invitation Shares have not been issued and/or transferred to the applicants, theapplications of the Invitation Shares pursuant to the Invitation shall be deemed to have beenwithdrawn and cancelled and we (for our Company as well as on behalf of the Vendors) shall,within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants havepaid on account of their applications for the Invitation Shares; or

(b) where the Invitation Shares have been issued and/or transferred to the applicants, the issueand/or transfer of the Invitation Shares pursuant to the Invitation shall be deemed to be void andwe (for our Company as well as on behalf of the Vendors) shall, within 14 days from the date of theStop Order, pay to the applicants all monies paid by them for the Invitation Shares,

and the applicants shall not have any claim against our Company, the Vendors, the Sponsor or theUnderwriter and Placement Agent.

Such monies paid in respect of an application will be returned to the applicants at their own risk, withoutinterest or any share of revenue or other benet arising therefrom, and they will not have any claimagainst us, the Vendors, the Sponsor and/or the Underwriter and Placement Agent.

This Offer Document has been seen and approved by our Directors and the Vendors and they collectivelyand individually accept full responsibility for the accuracy of the information given in this Offer Documentand conrm after making all reasonable enquiries, that to the best of their knowledge and belief, thisOffer Document constitutes full and true disclosure of all material facts about the Invitation and ourGroup, and our Directors and the Vendors are not aware of any facts the omission of which would makeany statement in this Offer Document misleading. Where information in this Offer Document has been

extracted from published or otherwise publicly available sources or obtained from a named source, thesole responsibility of our Directors and the Vendors has been to ensure that such information has beenaccurately and correctly extracted from those sources and/or reproduced in this Offer Document in itsproper form and context.


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Neither our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent, nor any otherparties involved in the Invitation is making any representation to any person regarding the legality of aninvestment by such person under any investment or other laws or regulations. No information in this OfferDocument should be considered as being business, legal or tax advice regarding an investment in ourShares. Each prospective investor should consult his own professional or other advisers for business,legal or tax advice regarding an investment in our Shares.

No person has been or is authorised to give any information or to make any representation not containedin this Offer Document in connection with the Invitation and, if given or made, such information orrepresentation must not be relied upon as having been authorised by us, the Vendors, the Sponsor andthe Underwriter and Placement Agent. Neither the delivery of this Offer Document and the ApplicationForms nor any documents relating to the Invitation, nor the Invitation shall, under any circumstances,constitute a continuing representation or create any suggestion or implication that there has been nochange in the affairs of our Company or our subsidiaries or in any statements of fact or informationcontained in this Offer Document since the date of this Offer Document. Where such changes occur andare material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisorybody or agency, we will comply with the relevant provisions and, if required, make an announcementof the same to the SGX-ST and to the public and/or lodge a supplementary or replacement offerdocument with the SGX-ST acting as agent on behalf of the Authority. You should take note of any such

announcement and, upon release of such an announcement, shall be deemed to have been given noticeof such changes.

Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, apromise or representation as to our future performance or policies. The Invitation Shares are offered forsubscription for and/or purchase solely on the basis of the instructions contained and representationsmade in the Offer Document.

This Offer Document has been prepared solely for the purpose of the Invitation and may not be reliedupon by any persons other than the applicants in connection with their application for the InvitationShares or for any other purpose.

This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/orpurchase the Invitation Shares in any jurisdiction in which such offer, solicitation or invitation isunlawful or unauthorised nor does it constitute an offer, solicitation or invitation to any person towhom it is unlawful to make such offer, solicitation or invitation.

Copies of this Offer Document and the Application Forms may be obtained on request, subject toavailability during ofce hours, from:

CIMB Securities (Singapore) Pte. Ltd.CIMB Investment Centre

50 Rafes Place#01-01 Singapore Land Tower

Singapore 048623

A copy of this Offer Document is also available on the SGX-ST website, http://www.sgx.com.

The Application List will open immediately upon the registration of this Offer Document by theSGX-ST acting as agent on behalf of the Authority and will remain open until 12.00 noon on 15January 2014 or for such further period or periods as our Directors and the Vendors may, inconsultation with the Sponsor and the Underwriter and Placement Agent, in their absolutediscretion decide, subject to any limitation under all applicable laws and regulations. In the eventa supplementary offer document or replacement offer document is lodged with the SGX-ST actingas agent on behalf of the Authority, the Application List will remain open for at least 14 days afterthe lodgement of the supplementary or replacement offer document.

Details of the procedures to subscribe for and/or purchase the Invitation Shares are set out inAppendix H of this Offer Document.


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INDICATIVE TIMETABLE FOR LISTING

An indicative timetable for the Invitation and trading in our Shares is set out below:

Indicative date/time Event

15 January 2014, 12.00 noon Close of Application List

16 January 2014 Balloting of applications, if necessary (in the event of over-subscription for and/or purchase of the Offer Shares)

17 January 2014, 9.00 a.m. Commence trading on a “ready” basis

22 January 2014 Settlement date for all trades done on a “ready” basis

The above timetable is only indicative as it assumes that the date of closing of the Application List is15 January 2014, the date of admission of our Company to Catalist is 17 January 2014, the SGX-ST’sshareholding spread requirement will be complied with and the Invitation Shares will be allotted and/or

allocated and fully paid-up prior to 17 January 2014.

The above timetable and procedures may be subject to such modications as the SGX-ST may,in its absolute discretion, decide, including the decision to permit commencement of trading on a“ready” basis and the commencement date of such trading.

In the event of any changes in the closure of the Application List or the time period during which theInvitation is open, we will publicly announce the same:

(a) through a SGXNET announcement to be posted on the internet at the SGX-ST website,http://www.sgx.com; and

(b) in a major local English newspaper.We will publicly announce the level of subscription for and/or purchase of the Invitation Shares and thebasis of allotment and/or allocation of the Invitation Shares as soon as it is practicable after the close ofthe Application List through the channels described in (a) and (b) above.

We and the Vendors reserve the right to reject or accept, in whole or in part, or to scale down or ballotany application for the Invitation Shares, without assigning any reason therefor, and no enquiry and/orcorrespondence on our decision will be entertained. In deciding the basis of allotment and/or allocation,due consideration will be given to the desirability of allotting and/or allocating the Invitation Shares to areasonable number of applicants with a view to establish an adequate market for our Shares.

Investors should consult the SGX-ST announcement on the “ready” trading date on the internet(at the SGX-ST website, http://www.sgx.com) or the newspapers, or check with their brokers onthe date on which trading on a “ready” basis will commence.


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PLAN OF DISTRIBUTION

The Invitation

The Invitation is for 80,000,000 Invitation Shares comprising 40,000,000 New Shares and 40,000,000Vendor Shares offered in Singapore by way of public offer and placement comprising 1,500,000 Offer

Shares and 78,500,000 Placement Shares respectively and managed by CIMB and underwritten by CIMBSecurities.

Prior to the Invitation, there has been no public market for our Shares. The Invitation Price is determinedby our Company and the Vendors following consultation with the Sponsor and the Underwriter andPlacement Agent, taking into consideration, inter alia , the prevailing market conditions and estimatedmarket demand for our Shares (including the New Shares and the Vendor Shares) determined through abook-building process. The Invitation Price is the same for all Invitation Shares and is payable in full onapplication.

Pursuant to the Management and Sponsorship Agreement, we and the Vendors have appointed CIMBand CIMB has agreed to manage and sponsor the Invitation.

Offer Shares

The Offer Shares are made available to the members of the public in Singapore for subscription and/orpurchase at the Invitation Price. The terms, conditions and procedures for application and acceptance areset out in Appendix H of this Offer Document entitled “Terms, Conditions and Procedures for Applicationand Acceptance”.

An applicant who has made an application for Offer Shares by way of an Application Form may not makeanother separate application for Offer Shares by way of an Electronic Application and vice versa . Suchseparate applications shall be deemed to be multiple applications and shall be rejected.

Pursuant to the Underwriting and Placement Agreement, CIMB Securities has agreed to underwrite ouroffer of the Offer Shares for a commission of three per cent. (3.0%) of the Invitation Price for each OfferShare (“ Underwriting Commission ”), payable by our Company and the Vendors (in the proportion inwhich the Offer Shares are offered by our Company and the Vendors) pursuant to the Invitation. CIMBSecurities may, at its absolute discretion, appoint one (1) or more sub-underwriters for the Offer Shares.

Brokerage will be paid by our Company to members of the SGX-ST, merchant banks and members ofthe Association of Banks in Singapore in respect of successful applications made on Application Formsbearing their respective stamps, or to Participating Banks in respect of successful applications madethrough Electronic Applications at their respective ATMs or IB websites at the rate of 0.25% of theInvitation Price for each Offer Share or in the case of DBS Bank, 0.75% of the Invitation Price for eachOffer Share. This brokerage has already been included in the Underwriting Commission stated above. Inaddition, DBS Bank will levy a minimum brokerage fee of S$10,000.

In the event of an under-subscription for and/or purchase of the Offer Shares as at the close of theApplication List, that number of Offer Shares not applied for shall be made available to satisfy excessapplications for the Placement Shares to the extent there is an over-subscription for the PlacementShares as at the close of the Application List.

In the event of an over-subscription for and/or purchase of the Offer Shares as at the close of theApplication List and/or the Placement Shares are fully subscribed or over-subscribed and/or purchasedas at the close of the Application List, the successful applications for the Offer Shares will be determinedby ballot or otherwise as determined by our Directors and the Vendors after consultation with the Sponsorand the Underwriter and Placement Agent and approved by the SGX-ST.


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Placement Shares

The Placement Shares are made available to members of the public and institutional investors inSingapore.

Application for the Placement Shares may only be made by way of the Application Forms. The terms,conditions and procedures for application and acceptance are set out in Appendix H of this Offer

Document entitled “Terms, Conditions and Procedures for Application and Acceptance”.Pursuant to the Underwriting and Placement Agreement, CIMB Securities has agreed to subscribe forand/or purchase, or procure subscriptions for and/or purchases of the Placement Shares for a placementcommission of three per cent. (3.0%) of the Invitation Price for each Placement Share, payable by ourCompany and the Vendors (in the proportion in which the Placement Shares are offered by our Companyand the Vendors). The Placement Agent may, at its absolute discretion, appoint one (1) or more sub-placement agents for the Placement Shares.

Purchasers and subscribers of the Placement Shares may be required to pay a brokerage of up toone per cent. (1.0%) of the Invitation Price to the Placement Agent (and the prevailing GST thereon, ifapplicable).

The Underwriting and Placement Agreement is conditional upon, among other things, the Managementand Sponsorship Agreement not having been terminated or rescinded pursuant to the provisions of theManagement and Sponsorship Agreement.

In the event of an under-subscription and/or purchase of the Placement Shares as at the close of theApplication List, that number of Placement Shares not subscribed for and/or purchased shall be madeavailable to satisfy excess applications for the Offer Shares to the extent that there is an over-subscriptionfor and/or purchase of the Offer Shares as at the close of the Application List.

Subscription for Invitation Shares

To the best of our knowledge and belief, none of our Directors (including our Independent Directors) orSubstantial Shareholders intends to subscribe for and/or purchase the Invitation Shares in the Invitation.If such person(s) were to make an application for Invitation Shares and are subsequently allottedand/or allocated such number of Invitation Shares, we will make the necessary announcements at anappropriate time.

To the best of our knowledge and belief, none of the members of our management or employees intendsto subscribe for and/or purchase more than ve per cent. (5.0%) of the Invitation Shares in the Invitation.

To the best of our knowledge and belief, as at the date of this Offer Document, we are not aware of anyperson who intends to subscribe for and/or purchase more than ve per cent. (5.0%) of the InvitationShares. However, through a book-building process to assess market demand for our Shares, there maybe person(s) who may indicate an interest to subscribe for and/or purchase Shares amounting to morethan ve per cent. (5.0)% of the Invitation Shares. If such person(s) were to make an application for

more than ve per cent. (5.0%) of the Invitation Shares and are subsequently allotted and/or allocatedsuch number of Shares, we will make the necessary announcements at an appropriate time. The nalallotment and/or allocation of Shares will be made in accordance with the shareholding spread anddistribution guidelines as set out in the Catalist Rules.

No Shares shall be allotted and/or allocated on the basis of this Offer Document later than six (6) monthsafter the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of theAuthority.


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OFFER DOCUMENT SUMMARY

The information contained in this summary is derived from, and should be read in conjunction with,the full text of this Offer Document. As it is a summary, it does not contain all of the information thatprospective investors should consider before investing in our Shares. Prospective investors should readthis entire Offer Document carefully, especially the section entitled “Risk Factors” of this Offer Documentand our nancial statements and related notes before deciding on whether or not to invest in our Shares.

Under no circumstances should any information in this summary be regarded as a representation orwarranty by our Company, the Vendors, the Sponsor and/or the Underwriter and Placement Agent thatsuch information will not change.

OUR GROUP

Our Company was incorporated in the Republic of Singapore on 12 December 2012 under theCompanies Act as a private limited company, under the name of EuroSports Global Pte. Ltd.. Pursuantto the Restructuring Exercise, our Company became the holding company of our subsidiaries, namelyEuroSports Auto, EuroAutomobile, GTA Singapore and deLaCour Singapore. On 5 December 2013,

our Company was converted into a public company limited by shares and we changed our name to“EuroSports Global Limited”. Please refer to the section entitled “Restructuring Exercise” of this OfferDocument for further details.

OUR BUSINESS

We specialise in the business of distribution of ultra-luxury automobiles and luxury automobiles andprovision of after-sales services. Our automobile distribution business retails new ultra-luxury automobilesand luxury automobiles as well as pre-owned automobiles. As at the Latest Practicable Date, wecarry automobile brands comprising mainly Lamborghini, Pagani and Alfa Romeo, and customisedautomobiles supplied by Touring Superleggera. The provision of our after-sales services includes salesof automobile parts and accessories. Incidentally, we also operate an automobile leasing business as anancillary business complementing our automobile distribution business. Since September 2012, we haveembarked on the luxury watch distribution and retail business.

Our revenue was substantially derived from our sale of new and pre-owned automobiles, whichaccounted for approximately 95.4%, 95.7%, 91.0%, 94.7% and 88.7% of our total revenue for FY2011,FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Revenue from the provision of after-sales servicesaccounted for approximately 4.6%, 4.3%, 6.4%, 5.3% and 7.9% of our total revenue in FY2011,FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Revenue from our sale of watches accountedfor approximately 2.6% and 3.4% of our total revenue for FY2013 and 1Q2014. Revenue from ourautomobile leasing business has not been signicant for the Period under Review.

Further details are set out in the sections entitled “General Information on our Group – History andDevelopment” and “General Information on our Group – Business Overview” of this Offer Document.

COMPETITIVE STRENGTHS

Our competitive strengths are:

We have developed strong relationships with our customers through personalised andquality customer service

We place great emphasis on understanding the needs and requirements of our customers andproviding them with the quality services that they would expect. In keeping with the ultra-luxury orluxury branding and image of the automobiles we sell, we ensure that our service standards matchup to such expectations by putting the right people in the right place to provide sales or after-salesservices of the highest standards. We believe that our emphasis on personalised customer servicehas contributed to a high level of repeat sales to existing customers.


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Expand our business through joint ventures and strategic alliances

We may also expand our businesses through joint ventures and strategic alliances which webelieve will complement our current and future businesses.

For further details, please refer to the section entitled “General Information on our Group – BusinessStrategies and Future Plans” of this Offer Document.

SUMMARY OF OUR FINANCIAL INFORMATION

The following table represents a summary of the nancial highlights of our Group. The data presented inthis table is derived from the Audited Combined Financial Statements, the Unaudited Interim CombinedFinancial Statements, the section entitled “Selected Combined Financial Information” and the nancialstatements and notes thereto which are included elsewhere in this Offer Document. You should readthose sections and the section entitled “Management’s Discussion and Analysis of Financial Position andResults of Operations” of this Offer Document for a further explanation of the nancial data summarisedhere.

Selected Items from the Combined Statements of Comprehensive Income of our Group

Audited UnauditedS$’000 FY2011 FY2012 FY2013 1Q2013 1Q2014

Revenue 107,178 113,042 86,368 25,648 19,563Gross Prot 12,527 18,529 17,197 5,560 4,905Prot Before Tax 3,260 9,327 8,345 3,490 2,602Prot, Net of Tax 2,726 7,636 6,719 2,897 2,159

Selected Items from the Combined Statements of Financial Position of our Group

S$’000Audited

as at 31 March 2013Unaudited

as at 30 June 2013

Non-Current Assets 22,279 23,775Current Assets 32,247 26,936Total Equity 8,857 11,016Non-Current Liabilities 13,867 15,159Current Liabilities 31,802 24,536

WHERE YOU CAN FIND US

Our registered ofce and business address is at 30 Teban Gardens Crescent Singapore 608927.Our telephone number is +65 6565 5995 and our facsimile number is +65 6567 5515. Our website ishttp://www.eurosportsglobal.com. Information contained on our website does not constitute part ofthis Offer Document.


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THE INVITATION

Invitation Size : 80,000,000 Invitation Shares offered in Singapore comprising40,000,000 New Shares and 40,000,000 Vendor Shares.

The New Shares, upon allotment and issue, will rank pari passu in all respects with the existing issued Shares (including theVendor Shares).

Invitation Price : S$0.28 for each Invitation Share, payable in full on application.

The Offer : The Offer comprises an offering by our Company and the Vendorsto the public in Singapore to subscribe for and/or purchase1,500,000 Offer Shares at the Invitation Price, subject to and onthe terms and conditions of this Offer Document.

In the event of an under-subscription for and/or purchase of theOffer Shares, that number of Offer Shares n

eurosports global limited - offer document dated 7 january 2014

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