The Company has been formed to undertake one or more Acquisitions of businesses (either shares or assets) which operate in or own Australian, European and/or North American (“Western”) F&B eatery franchises in South East Asia and/or the Far East. The Board intends to focus on premium franchises which own established Western F&B eatery businesses for which it believes there will be local appeal. These businesses will be premium brands that operate eat-in destination restaurants offering a differentiated indining experience. The Company intends to retain flexibility between: (i) establishing a new franchise in a new region, in which case it would purchase the franchise and then build a management team to operate
the franchise; or (ii) purchasing an established franchise and seeking to grow this both within its established region and in other regions in Asia. The Company intends to focus initially on investment opportunities in the Asian countries of Malaysia, Thailand, Laos, Cambodia, Vietnam, Hong Kong, China and Taiwan, particularly in cities with a population of over 1 million inhabitants, where the Directors believe that there are opportunities to acquire interests in suitable projects with high growth prospects. However, other territories will also be considered as investment opportunities arise and a track record of successful investments is established. The Company intends to focus on investing in businesses or projects at any stage of development, which the Directors believe are seeking to establish or expand their businesses or projects internationally and which offer attractive investment terms.
Proposed Acquisitions may be made in either quoted or unquoted companies and structured as direct acquisitions, joint ventures or as direct interests in a project. It is not anticipated that a separate custodian, trustee or other fiduciary will be appointed to hold investments made by the Company.
The Company does not have any specific acquisition targets under formal consideration and does not expect to engage in substantive negotiations with any target until after Admission. There is no specific expected target value for Acquisitions. The Directors may consider it appropriate for the Company to take an equity interest in any proposed Acquisition which ranges from a minority position to 100 per cent. ownership, however, it is the Company’s intention to acquire controlling stakes in targeted companies, businesses or assets. There will be no limit on the number of acquisitions the Company or its Group may make and the Company may invest in a number of propositions or in just one investment.
The Company expects that any funds not used for the first Acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to any acquired company or business. Once the Company has identified a specific business activity within its target sector, it will focus on transactions within that activity and will not become a holding company for projects in multiple activities nor will it act as an investment fund. The Company will not be pursuing a policy of diversification and spreading of risk in its acquisition strategy.
Following completion of an Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational expansion and improvements as well as potentially through additional complementary Acquisitions. The Company is likely to inject further capital into companies, businesses or assets that it has acquired in order to accelerate growth.
The Directors believe that their broad collective business experience in the areas of acquisitions, corporate and financial management in Asia, as well as their local connections in South East Asia and the Far East and their experience of the F&B sector in Asia will assist them in the identification and evaluation of suitable investment opportunities and will enable the Company to pursue its strategy. The Directors will undertake the initial project assessments and due diligence on prospective investments themselves with additional independent technical advice as they judge may be required. The Company proposes carrying out a comprehensive and thorough investment review and due diligence process on any potential investment prior to investing any funds. The Board will collectively take decisions on any investments. The Company will not have a separate investment manager. The Board’s collective experience is considered to be sufficient for managing implementation of the Company’s acquisition strategy at this stage of its existence. However, it is intended that appropriate Board appointments may be made when the Company makes an Acquisition.
It is the current intention of the Directors to use the Net Proceeds (which are not employed for general corporate purposes such as the Company’s on-going costs and expenses including Directors’ fees and salaries, due diligence costs and other costs of sourcing, reviewing and pursuing Acquisitions), if any remain, to make one Acquisition initially, however, the strategy of the acquired company, business or asset may involve making further Acquisitions, which may be made by the Company and which is likely to involve the issue of further Ordinary Shares either to vendors or to investors to fund such Acquisitions. Even if further Ordinary Shares are issued as vendor consideration, although the Net Proceeds will be sufficient for the Company’s pre-acquisition purposes, the Net Proceeds may be insufficient for funding an Acquisition and therefore the Company may need to seek additional financing. The Company does not currently intend to fund the initial Acquisition with debt or other borrowings but may do so if appropriate. There are no restrictions on the level of borrowing or leverage by the Company. The Company will require additional funding as Acquisitions are made and new opportunities arise. The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company’s cash resources for working capital.
The Company’s primary objective is that of securing the best possible value for the Shareholders, consistent with achieving, over time, both capital growth and income for Shareholders through developing profitability coupled with dividend payments on a sustainable basis. Prospective Shareholders should be aware that any investment in the Company may need to be for the long-term in order to obtain the benefit of the Directors’ strategy as set out above.
The first Acquisition, which the Company is aiming to make within 12 months of Admission, will be treated as a Reverse Takeover, requiring an application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the Main Market or to be admitted to any other regulated market.
