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Filed pursuant to Rule 424(b)(3)
SEC file No. 333-264294
PROSPECTUS
PROPERTYGURU GROUP LIMITED
PRIMARY OFFERING OF
15,795,035 ORDINARY SHARES
SECONDARY OFFERING OF
149,193,490 ORDINARY SHARES
12,960,000 WARRANTS TO PURCHASE ORDINARY SHARES, AND
12,960,000 ORDINARY SHARES UNDERLYING WARRANTS
This prospectus relates to the issuance from time to time by PropertyGuru Group Limited, a Cayman Islands exempted company with limited liability, or “we”, “us”, “our”, the “Company”, of up to 12,960,000 of our ordinary shares, par value $0.0001 per share (“ordinary shares”), which are issuable upon the exercise of 12,960,000 of our warrants offered hereby issued to certain of the Selling Securityholders (as defined below) and up to 2,835,035 ordinary shares upon the exercise of share options and vesting of restricted stock units held by certain of our directors and executive officers.
This prospectus also relates to the offer and sale, from time to time, by the selling shareholders named herein (the “Selling Securityholders”), or their pledgees, donees, transferees, or other successors in interest, of: (i) up to 162,153,490 of our ordinary shares issued to the Selling Securityholders, as described below (which includes up to 12,960,000 ordinary shares issuable upon the exercise of 12,960,000 of our warrants offered hereby issued to certain of the Selling Securityholders, as described below); and (ii) up to 12,960,000 of our warrants issued to certain of the Selling Securityholders, as described below.
On March 17, 2022 (the “Closing Date”), we consummated the transactions contemplated by that certain Business Combination Agreement, dated as of July 23, 2021 (the “Business Combination Agreement”), by and among the Company, Bridgetown 2 Holdings Limited, a Cayman Islands exempted company limited by shares (“Bridgetown 2”), B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of the Company (“Amalgamation Sub”) and PropertyGuru Pte. Ltd., a Singapore private company limited by shares (“PropertyGuru”). As contemplated by the Business Combination Agreement, (i) Bridgetown 2 merged with and into the Company (the “Merger”), with the Company being the surviving entity; and (ii) following the Merger, Amalgamation Sub and PropertyGuru amalgamated and continued as one company, with PropertyGuru being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Amalgamation”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, collectively the “Business Combination”).
The securities for offer and sale covered by this prospectus include (i) 13,193,068 ordinary shares issued to certain investors in private placements originally issued at a purchase price of $10.00 per share pursuant to the PIPE Subscription Agreements (as defined herein) consummated in connection with the Business Combination; (ii) 133,165,387 ordinary shares issued to certain shareholders in connection with the Business Combination; (iii) 2,835,035 ordinary shares issuable by us upon the exercise of share options and vesting of restricted stock units held by certain of our directors and executive officers;; and (iv) 12,960,000 warrants issued to Bridgetown 2 LLC (the “Sponsor”) in connection with the Business Combination pursuant to the Business Combination Agreement and the Amended and Restated Assignment, Assumption and Amendment Agreement (as defined herein), the exercise of which will result in the issuance of 12,960,000 ordinary shares at a price of $11.50 per ordinary share. In addition, this prospectus relates to the offer and sale of up to 12,960,000 ordinary shares issuable by us upon exercise of 12,960,000 warrants offered hereby.
The 133,165,387 ordinary shares issued by us to certain shareholders in connection with the Business Combination consist of: (i) 43,475,124 ordinary shares issued by us to the KKR Investor in exchange for the cancelation of an aggregate 1,204,234 PropertyGuru Shares originally issued at a weighted average purchase price of S$268.61 per share (which translates to a weighted average purchase price of $5.47 per ordinary share), (ii) 48,497,728 ordinary shares issued by us to the TPG Investor Entities in exchange for the cancelation of an aggregate 1,343,357 PropertyGuru Shares originally issued at a weighted average purchase price of S$192.93 per share (which translates to a weighted average purchase price of $3.93 per ordinary share), (iii) 22,990,226 ordinary shares issued by us to REA in exchange for the cancelation of an aggregate 636,815 PropertyGuru Shares originally issued at a purchase price of S$311.7074818 per share in connection with the Company’s acquisition of the Project Panama Entities from iProperty (which translates to a weighted average purchase price of $6.34 per ordinary share), (iv) 7,475,000 ordinary shares to the Sponsor, its directors and certain other advisors and/or affiliates of the Sponsor to whom the Sponsor has transferred shares to, in exchange for the cancelation of an aggregate 7,475,000 Bridgetown 2 Class B Ordinary Shares originally issued at an aggregate purchase price of $25,000, (v) 3,650,000 ordinary shares issued by us to FWD Life Insurance Public Company Limited in exchange for the cancelation of an aggregate 3,650,000 Bridgetown 2 Class A Ordinary Shares originally issued at the purchase price of $10.00 per share, (vi) 3,250,000 ordinary shares originally issued by us to FWD Life Insurance Company Limited in exchange for the cancelation of an aggregate 3,250,000 Bridgetown 2 Class A Ordinary Shares originally issued at the purchase price of $10.00 per share and (vii) 3,827,309 ordinary shares issued by us to certain of our directors and executive officers in exchange for the cancelation of an aggregate 106,014 previously issued PropertyGuru Shares. The 12,960,000 warrants held by the Sponsor were issued in exchange for the cancelation of 12,960,000 private placement warrants that were originally issued at a price of $0.50 per warrant. For information about the price that the Selling Securityholders paid to acquire these ordinary shares and warrants, please see “Risk Factors—Risks Related to Ownership of Securities in the Company—Certain existing shareholders purchased securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.”
The ordinary shares being registered for resale by the Selling Securityholders in this prospectus (including ordinary shares underlying warrants, options and RSUs) constitute 91.1% of our ordinary shares issued and outstanding together with the ordinary shares underlying warrants, share options and restricted stock units held by the Selling Securityholders as of December 31, 2022. Although certain of our shareholders are subject to restrictions regarding the transfer of their securities, these shares may be sold after the expiration of the applicable lock up periods. The market price of our ordinary shares could decline if the Selling Securityholders sell a significant portion of our ordinary shares or are perceived by the market as intending to sell them. Despite such a decline in the public trading price of our ordinary shares, the Selling Securityholders may still experience a positive rate of return on the securities that they sell pursuant to this prospectus to the extent that such sales are made at prices that exceed the prices at which such securities were purchased. Certain of the securities being registered for sale pursuant to this prospectus were purchased by the corresponding Selling Securityholders at prices below the current market price of our ordinary shares, as described above. Accordingly, such Selling Securityholders may have an incentive to sell their securities. See “Risk Factors—Risks Related to Ownership of Securities in the Company—The securities being offered in this prospectus represent a substantial percentage of our outstanding ordinary shares, and the sales of such securities could cause the market price of our ordinary shares to decline significantly, even if our business is doing well.”
The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
We will not receive any proceeds from the sale of any securities by the Selling Securityholders, except with respect to amounts received by us upon exercise of warrants by holders thereof to the extent that such warrants are exercised for cash, which amount of aggregate proceeds, assuming the exercise of all warrants, could be up to $149,040,000.00. There is no assurance that our warrants will be in the money prior to their expiration or that the holders of the warrants will elect to exercise any or all of such warrants. We believe the likelihood that warrant holders will exercise their warrants, and therefore any cash proceeds that we may receive in relation to the exercise of the warrants overlying shares being offered for sale in this prospectus, will be dependent on the trading price of our ordinary shares. If the market price for our ordinary shares is less than the exercise price of $11.50 per ordinary share for our warrants, we believe warrant holders will be unlikely to exercise their warrants. See “Use of Proceeds.” We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “Plan of Distribution.”
Our ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “PGRU.” On March 14, 2023, the last reported sale price of our ordinary shares as reported on NYSE was $4.49 per share.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer.”
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated March 21, 2023
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EXPLANATORY NOTES
This Post-Effective Amendment No. 2 to the Registration Statement on Form F-1 (File No. 333-264294) (as amended, the “Registration Statement”) is being filed:
The information included in this Post-Effective Amendment No. 2 updates the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Registration Statement.
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You should rely only on the information contained in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.
Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form F-1 filed with the Securities Exchange Commission, or the SEC. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the ordinary shares and warrants issued by us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement or post-effective amendment to the registration statement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement or
post-effective amendment to the registration statement, you should rely on the information contained in that particular prospectus supplement or post-effective amendment to the registration statement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information.” You should rely only on information contained in this prospectus. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.
We and the Selling Securityholders may offer and sell the securities directly to purchasers, through agents selected by us and/or the Selling Securityholders, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”
Unless otherwise stated or the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of PropertyGuru Group Limited and its subsidiaries, which prior to the Business Combination was the business of PropertyGuru Pte. Ltd. and its subsidiaries.
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FREQUENTLY USED TERMS
Key Business Terms
Unless otherwise stated or unless the context otherwise requires in this document:
“ACRA” means the Singapore Accounting and Corporate Regulatory Authority;
“agents” are real estate agents or individuals that sell, assist with the purchase of, and rent out properties for property seekers, consumers or clients (as applicable) in order to generate sales commissions from sales and property management fees from letting and management activities;
“AI” means artificial intelligence;
“AllProperty Media” means AllProperty Media Co., Ltd., a subsidiary of PropertyGuru;
“Amalgamation” means the amalgamation in accordance with Section 215A of the Companies Act (Chapter 50) of Singapore between Amalgamation Sub and PropertyGuru, with PropertyGuru being the surviving company and a wholly-owned subsidiary of the Company;
“Amalgamation Effective Time” means the effective date of the Amalgamation as may be agreed by Amalgamation Sub, the Company, Bridgetown 2 and PropertyGuru in writing and specified in writing in the Amalgamation Proposal (as defined in the Business Combination Agreement) and as set out in the notice of amalgamation issued by ACRA in respect of the Amalgamation;
“Amalgamation Sub” means B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of the Company;
“Amended and Restated Assignment, Assumption and Amendment Agreement” means the amendment and restatement, dated December 1, 2021, by and among Bridgetown 2, the Sponsor, the Company and Continental, to that Assignment, Assumption and Amendment Agreement, which removed Continental as a party to the Assignment, Assumption and Amendment Agreement;
“Amended Articles” means the amended and restated memorandum and articles of association of the Company adopted by special resolution dated July 23, 2021 and effective on March 16, 2022;
“API” means application programming interface;
“Assignment, Assumption and Amendment Agreement” means the amendment, dated July 23, 2021, to that certain warrant agreement, dated January 25, 2021, by and among Bridgetown 2, the Company, the Sponsor and Continental pursuant to which, among other things, Bridgetown 2 assigned all of its right, title and interest in the Existing Warrant Agreement to the Company effective upon the Merger Closing. The Assignment, Assumption and Amendment Agreement was amended and restated on December 1, 2021;
“Bridgetown 2” means Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands;
“Bridgetown 2 Class A Ordinary Shares” means the Class A ordinary shares of Bridgetown 2, having a par value of $0.0001 each;
“Bridgetown 2 Class B Ordinary Shares” means the Class B ordinary shares of Bridgetown 2, having a par value of $0.0001 each;
“Bridgetown 2 Shares” means, collectively, the Bridgetown 2 Class A Ordinary Shares and Bridgetown 2 Class B Ordinary Shares;
“Business Combination” means the Merger, the Amalgamation and the other transactions contemplated by the Business Combination Agreement;
“Business Combination Agreement” means the business combination agreement, dated July 23, 2021 (as may be amended, supplemented, or otherwise modified from time to time), by and among the Company, Bridgetown 2, Amalgamation Sub and PropertyGuru;
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“Business Combination Transactions” means, collectively, the Merger, the Amalgamation and each of the other transactions contemplated by the Business Combination Agreement, the Confidentiality Agreement, the PIPE Subscription Agreements, the Sponsor Support Agreement, the PropertyGuru Shareholder Support Agreement, the Registration Rights Agreement, the Amended and Restated Assignment, Assumption and Amendment Agreement, the Novation, Assumption and Amendment Agreement, the Plan of Merger, the Amalgamation Proposal, the Amended Articles and any other related agreements, documents or certificates entered into or delivered pursuant thereto;
“Cayman Companies Act” means the Companies Act (as amended) of the Cayman Islands;
“Closing” means the closing of the Amalgamation;
“Closing Date” means the date of the Closing;
“Company” means PropertyGuru Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, or as the context requires, PropertyGuru Group Limited and its subsidiaries and consolidated affiliated entities;
“Continental” means Continental Stock Transfer & Trust Company;
“customers” means the agents, developers, valuers, banks and other enterprise clients from which PropertyGuru generates revenue through sales of digital classifieds, property development advertising products and services and data services, as well as homeowners and tenants who engage home services providers through our Sendhelper business, which we acquired in October 2022;
“DDProperty Media” means DDProperty Media Ltd., a subsidiary of PropertyGuru;
“depth products” means optional premium features and add-ons offered to agents and integrated into PropertyGuru’s platforms such as display rankings or enhanced listings;
“developers” are property developers or individuals that develop houses, buildings, and land with the intention of selling them for a profit;
“Do Thi” means Do Thi Media Service Company Limited, a subsidiary of PropertyGuru;
“Exchange Ratio” means the quotient obtained by dividing $361.01890 by $10.00;
“Existing Warrant Agreement” means the warrant agreement, dated January 25, 2021, by and between Bridgetown 2 and Continental;
“Fintech” means financial technology;
“IASB” means the International Accounting Standards Board;
“IFRS” means the International Financial Reporting Standards, as issued by the IASB;
“iProperty” means iProperty Group Asia Pte. Ltd.;
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012;
“KKR” means Kohlberg Kravis Roberts & Co. L.P. and its affiliates;
“KKR Investor” means Epsilon Asia Holdings II Pte. Ltd., an affiliate of KKR;
“Malaysian Ringgit” and “MYR” means Malaysian Ringgit, the legal currency of Malaysia;
“Merger” means the merger between Bridgetown 2 and the Company, with the Company being the surviving company;
“Merger Closing” means the closing of the Merger;
“MyProperty Data” means MyProperty Data Sdn Bhd., a subsidiary of PropertyGuru;
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“Novation, Assumption and Amendment Agreement” means the novation, assumption and amendment agreement, dated July 23, 2021, to that certain instrument by way of deed poll executed by PropertyGuru on October 12, 2018 (the “PropertyGuru Warrant Instrument”), to be effective upon the closing of the Business Combination, pursuant to which, among other things, the Company assumed all of PropertyGuru’s obligations and responsibilities pursuant to or in connection with the PropertyGuru Warrant Instrument;
“NYSE” means the New York Stock Exchange;
“ordinary shares” means the ordinary shares of the Company, having a par value of $0.0001 each;
“Project Panama Entities” means iProperty’s (a subsidiary of REA Group) operating entities in Malaysia and Thailand, consisting of iProperty.com Malaysia Sdn. Bhd., Brickz Research Sdn. Bhd., IPGA Management Services Sdn. Bhd., iProperty (Thailand) Co., Ltd., Prakard IPP Co., Ltd. and Kid Ruang Yu Co., Ltd, whose shares were wholly acquired by PropertyGuru on August 3, 2021;
“PDPA” means the Personal Data Protection Act 2012 of Singapore;
“PG Vietnam” means PropertyGuru Viet Nam Joint Stock Company, a subsidiary of PropertyGuru;
“PGI Thailand” means PropertyGuru International (Thailand) Co., Ltd., a subsidiary of PropertyGuru;
“PIPE Investment” or “PIPE Financing” means the commitment by the PIPE Investors to subscribe for and purchase, in the aggregate, 13,193,068 ordinary shares for $10 per share, or an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru, pursuant to the PIPE Subscription Agreements;
“PIPE Investors” means the third-party investors who entered into PIPE Subscription Agreements, and Red Square Singapore Limited, pursuant to the joinder agreement dated March 10, 2022, by and among the Company, Bridgetown 2, an individual and Red Square Singapore Limited;
“PIPE Subscription Agreements” means the share subscription agreements, dated July 23, 2021, by and among the Company, Bridgetown 2 and the PIPE Investors pursuant to which the PIPE Investors have committed to subscribe for and purchase, in the aggregate, 13,193,068 ordinary shares for $10 per share, or an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. For the avoidance of doubt, the PIPE Subscription Agreements include the REA Subscription Agreement;
“Priority Markets” means Singapore, Vietnam, Malaysia, Thailand and Indonesia;
“PropertyGuru” means PropertyGuru Pte. Ltd., a Singapore private company limited by shares, or as the context requires, PropertyGuru Pte. Ltd. and its subsidiaries and consolidated affiliated entities;
“PropertyGuru Shares” means the outstanding ordinary shares of PropertyGuru
“PropertyGuru Shareholder Support Agreement” means the voting support and lock-up agreement, dated July 23, 2021, by and among Bridgetown 2, the Company, PropertyGuru and certain of the shareholders of PropertyGuru, pursuant to which (i) certain PropertyGuru shareholders who hold an aggregate of at least 75% of the outstanding PropertyGuru voting shares have agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of PropertyGuru called to seek approval of the transactions contemplated by the Business Combination Agreement and the other transaction proposals; (b) to vote in favor of the Business Combination Transactions; (c) to vote against any proposals that would materially impede the Business Combination Transactions; and (d) not to sell or transfer any of their shares prior to the closing of the Business Combination; (ii) certain shareholders of PropertyGuru have agreed to a lock-up of the ordinary shares in the Company they have received pursuant to the Amalgamation (subject to certain exceptions) for a period of 180 days following the closing of the Business Combination; and (iii) certain shareholders of PropertyGuru and the Company have agreed to enter into a shareholders agreement governing the rights and obligations of such shareholders with respect to the Company and ordinary shares in the Company which, among other things, include certain non-compete obligations, “drag-along” rights applicable to and as among such shareholders, “rights of first offer” rights and board appointment rights (the “Shareholders’ Agreement”);
“PropertyGuru Warrant Instrument” has the meaning assigned to such term in the definition of “Novation, Assumption and Amendment Agreement”;
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“PropertyGuru Warrants” means the 112,000 warrants to purchase PropertyGuru Shares issued to KKR Investor in accordance with the PropertyGuru Warrant Instrument;
“PropTech” means property technology;
“REA” means REA Asia Holding Co. Pty Ltd;
“REA Group” means REA Group Ltd;
“REA Subscription Agreement” means the subscription agreement, dated July 23, 2021, by and among the Company, Bridgetown 2 and REA Asia Holding Co. Pty Ltd;
“REA Transitional Services Agreement” means the transitional services agreement, dated August 3, 2021, by and among realestate.com.au Pty Ltd and PropertyGuru.
“Registration Rights Agreement” means the registration rights agreement, dated July 23, 2021, by and among Bridgetown 2, the Company, the Sponsor, the directors of Bridgetown 2 who hold Bridgetown 2 Shares, certain advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Shares, certain shareholders of Bridgetown 2 affiliated with the Sponsor, and certain of the shareholders of PropertyGuru to be effective upon Closing pursuant to which, among other things, the Company agreed to undertake certain resale shelf registration obligations in accordance with the Securities Act and the Sponsor, certain Sponsor affiliated parties and certain shareholders of PropertyGuru party thereto have been granted certain demand and piggyback registration rights;
“RSU” means restricted stock units;
“SEC” means the U.S. Securities and Exchange Commission;
“Selling Securityholders” means the selling shareholders named in this prospectus who may, from time to time, offer to sell their ordinary shares and/or warrants;
“Shareholders’ Agreement” means the shareholders agreement, dated March 17, 2022, by and among the Company, each of the TPG Investor Entities, the KKR Investor, REA and REA Group Limited;
“Singapore Dollars” and “S$” means Singapore dollars, the legal currency of Singapore;
“Sponsor” means Bridgetown 2 LLC, a limited liability company incorporated under the laws of the Cayman Islands;
“Sponsor Support Agreement” means the voting support agreement, dated July 23, 2021, by and among Bridgetown 2, the Sponsor, the Company and PropertyGuru pursuant to which the Sponsor has agreed, among other things and subject to the terms and conditions set forth therein: (i) to vote in favor of the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (ii) to appear at the Extraordinary General Meeting for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (iv) not to redeem any Bridgetown 2 Shares held by the Sponsor, (v) not to amend that certain letter agreement between Bridgetown 2, the Sponsor and certain other parties thereto, dated as of January 25, 2021, (vi) not to transfer any Bridgetown 2 Shares held by the Sponsor, subject to certain exceptions, (vii) to release Bridgetown 2, the Company, PropertyGuru and its subsidiaries from all claims in respect of or relating to the period prior to the Closing, subject to the exceptions set forth therein (with PropertyGuru agreeing to release the Sponsor and Bridgetown 2 on a reciprocal basis) and (viii) to a lock-up of its ordinary shares in the Company during the period of one year from the Closing, subject to certain exceptions;
“Thai PDPA” means Personal Data Protection Act 2022 of Thailand;
“TPG” means TPG Inc. and its affiliates;
“TPG Investor Entities” means TPG Asia VI SF Pte. Ltd. and TPG Asia VI Digs 1 L.P., each an affiliate of TPG; and
“U.S. Dollars” and “$” means United States dollars, the legal currency of the United States; and “U.S. GAAP” means United States generally accepted accounting principles.
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Key Performance Metrics and Non-IFRS Financial Measures
Unless otherwise stated or unless the context otherwise requires in this document:
“Adjusted EBITDA” is a non-IFRS financial measure defined as net loss for year/period adjusted for changes in fair value of preferred shares, warrant liability and embedded derivatives, finance costs, depreciation and amortization expense, tax expenses or credits, impairments when the impairment is the result of an isolated, non-recurring events, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation loss, business acquisition transaction and integration costs, legal and professional expenses incurred for our initial public offering (“IPO”) through the Business Combination, share listing expenses and on-going costs of a listed entity;
“Adjusted EBITDA Margin” is a non-IFRS financial measure defined as Adjusted EBITDA as a percentage of revenue;
“ARPA” is defined as agent revenue for a period divided by the average number of agents in that period, which is calculated as the sum of the number of total agents at the end of each month in a period divided by the number of months in such period;
“Average revenue per listing” is defined as revenue for a period divided by the number of listings in such period;
“Engagement Market Share” is the average monthly engagement for websites owned by PropertyGuru as compared to average monthly engagement for a basket of peers calculated over the relevant period. Engagement is calculated as the number of visits to a website during a period multiplied by the amount of time spent per visit on that website for the same period, in each case based on data from SimilarWeb. Engagement Market Share is based on the prevailing SimilarWeb algorithm on the date the Company first filed or furnished such information to the SEC;
“Number of agents” in all Priority Markets except Vietnam is calculated for a period as the sum of the number of agents with a valid 12-month subscription package at the end of each month in a period divided by the number of months in such period. In Vietnam, number of agents is calculated as the number of agents who credit money into their account within the relevant period. When counting in aggregate across the PropertyGuru group, in markets where PropertyGuru operates more than one digital property marketplace, an agent with subscriptions to more than one portal is only counted once;
"Number of listings” in Vietnam is calculated as the sum of all listings created in each month over the relevant period (other than listings from promotional accounts). Number of listings is used to calculate average revenue per listing;
“Number of real estate listings” is calculated as the average number of listings created monthly during the period for Vietnam and the average number of monthly listings available in the period for other Priority Markets;
“property seekers” is the number of total visits to PropertyGuru’s websites over a period, based on Google Analytics data; and
“Renewal rate” is defined as the number of agents that successfully renew their annual package during a year/ period divided by the number of agents whose packages are up for renewal (at the end of their 12 month subscription) during that year/period.
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IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS MEASURES
PropertyGuru’s audited consolidated financial statements included in this prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this prospectus as “IFRS.” We refer in various places within this prospectus to non-IFRS financial measures. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for PropertyGuru’s audited consolidated financial results prepared in accordance with IFRS.
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FINANCIAL STATEMENT PRESENTATION
The Company
The Company was incorporated on July 14, 2021 for the purpose of effectuating the Business Combination. In connection with the Business Combination, upon Closing, (i) Bridgetown 2 merged with and into the Company (the “Merger”), with the Company being the surviving entity; and (ii) following the Merger, Amalgamation Sub and PropertyGuru amalgamated and continued as one company, with PropertyGuru being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Amalgamation”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, collectively the “Business Combination”).
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each issued and outstanding PropertyGuru ordinary share was automatically cancelled and converted into such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement; (ii) each outstanding PropertyGuru restricted stock unit award was assumed by the Company and converted into the right to receive restricted stock units based on such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement; (iii) each outstanding PropertyGuru option was assumed by the Company and converted into an option in respect of such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement; (iv) each Company Warrant (as defined in the Business Combination Agreement) was assumed by
the Company and converted into a warrant to purchase such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement and pursuant to the Company Warrant Assumption Agreement (as defined in the Business Combination Agreement); (v) each issued and outstanding share of Amalgamation Sub was automatically converted into one Surviving Company Ordinary Share (as defined in the Business Combination Agreement) and accordingly, the Company shall be the holder of all Surviving Company Ordinary Shares; (vi) each issued and outstanding Bridgetown 2 Class A ordinary share and Class B ordinary share was cancelled and ceased to exist in exchange for one ordinary share in the Company; and (vii) each issued and outstanding Bridgetown 2 private placement warrant was assumed by the Company and converted into a warrant to purchase one ordinary share in the Company.
Prior to the Business Combination, the Company had no material assets and did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Accordingly, the financial statements included in this prospectus for historical periods prior to consummation of the Business Combination reflect the assets, liabilities and operations of the Company’s predecessor, PropertyGuru. As it relates to the audited consolidated financial statements of the Company as of December 31, 2022 and for the year ended December 31, 2022 included elsewhere in this prospectus, the impact of the capital reorganization between the Company and PropertyGuru on historical earnings per share calculations has been retrospectively adjusted. As it relates to the consolidated financial statements of PropertyGuru as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021 included elsewhere in this prospectus, the historical earnings per share calculations of PropertyGuru do not reflect any impact of the capital reorganization between the Company and PropertyGuru. Pro forma earnings-per-share for the Company for each of the years ended December 31, 2022, 2021 and 2020, after giving effect to the exchange ratio embedded in the Business Combination agreement (as it relates to the capital reorganization between the Company and PropertyGuru), is presented below:
| For the Year Ended December 31, | ||
| 2022 | 2021 | 2020 |
|
|
|
|
(Loss) per share for loss attributable to equity holders of the Company |
|
|
|
Basic loss per share (S$ per share) | (0.84) | (2.03) | (0.26) |
Diluted loss per share (S$ per share) | (0.84) | (2.03) | (0.37) |
The Business Combination is made up of the series of transactions provided for in the Business Combination Agreement as described elsewhere within this prospectus. The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Bridgetown 2 will be treated as the acquired company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of PropertyGuru issuing shares at the Closing for the net assets of Bridgetown 2 as of the Closing Date, accompanied by a recapitalization. The net assets of Bridgetown 2 will be stated at historical cost, with no goodwill or other intangible assets recorded. The Business Combination, which is not within the scope of
IFRS 3—Business Combinations (“IFRS 3”) since Bridgetown 2 does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2—Share-based payment (“IFRS 2”). Any excess of fair value of shares in the Company issued over the fair value of Bridgetown 2’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.
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PropertyGuru
PropertyGuru’s audited consolidated financial statements as of December 31, 2022 and 2021 and for each of the years ended December 31, 2022, 2021 and 2020 and included in this prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are reported in Singapore Dollars. IFRS differs from the generally accepted accounting principles in the United States (“U.S. GAAP”) in certain material respects and thus may not be comparable to financial information presented by U.S. companies.
PropertyGuru refers in various places in this prospectus to non-IFRS financial measures, Adjusted EBITDA and Adjusted EBITDA Margin which are more fully explained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures and Key Performance Metrics.” The presentation of non-IFRS information is not meant to be considered in isolation or as a substitute for PropertyGuru’s audited consolidated financial results prepared in accordance with IFRS.
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INDUSTRY AND MARKET DATA
This prospectus includes industry, market and competitive position data that have been derived from publicly available information, industry publications and other third-party sources, including estimated insights from SimilarWeb and Google Analytics, as well as from PropertyGuru’s own internal data and estimates.
Independent consultant reports, industry publications and other published sources generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which we operate as well as any information concerning possible or assumed future results of our operations. Such forward-looking statements are based on available current market material and our management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:
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The foregoing list of factors is not exhaustive. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 pandemic and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We will not and do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. Before making an investment decision, you should read this entire prospectus carefully, especially “Risk Factors” and the financial statements and related notes thereto, and the other documents to which this prospectus refers. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” for more information.
Unless otherwise stated or the context otherwise requires, all references in this subsection to the “Company”, “we,” “us” or “our” refer to the business of PropertyGuru Group Limited and its subsidiaries, which prior to the Business Combination was the business of PropertyGuru Pte. Ltd. and its subsidiaries.
The Company
We are the leading PropTech company in Southeast Asia, with leading Engagement Market Shares in Singapore, Vietnam, Malaysia and Thailand, based on SimilarWeb data between July 2022 and December 2022. Our mission is to help people make confident property decisions through relevant content, actionable insights and world-class service. Our platforms provide: (1) online property listings to match buyers, sellers, tenants and landlords; (2) digital and marketing services for developers; (3) a digital mortgage marketplace and brokerage; (4) a data services business for enterprise clients including property agencies, developers, valuers and banks; (5) sales process and workflow automation software for developers; and (6) an online marketplace that connects homeowners and tenants with verified home service providers.
We built our presence in Southeast Asia through organic growth and strategic acquisitions to enhance our revenue growth and diversify our offerings. Our organic growth has been driven by our focus on expanding our marketplace through innovation, and developing new products and solutions that help us stay ahead of the evolving needs of our markets. These innovations include PropertyGuru Lens, an app that allows users to search for property in the real world through their smart phone camera, and PropertyGuru StoryTeller, an immersive content experience to help Singapore real estate developers market and sell their offerings virtually. We also integrate various premium products into our platforms to allow agents to further differentiate and enhance their listings, such as Turbo, which provides increased listing exposure through listing placement at the top of the search, larger photos and additional content. In 2022,we launched a premium form of credit, “Prime Credits”, that allows agents in Singapore and Malaysia to book, reserve and extend “Featured Agent” slots, which provide agents with exposure in a particular development or area, and agents in Singapore to use the “Promoted Listings” tool, which enhances visibility of property listings to property seekers searching for properties with similar criteria. As a step toward driving greater trust and transparency in our marketplace business, we launched “Agent Ratings and Reviews” in 2022, which allows property seekers to provide star-ratings and written reviews of agents’ service quality, knowledge and expertise, marketing skills, and negotiation..
Our strategic acquisitions have sought to extend the depth and reach of our products and services. In 2015, we acquired our SaaS-based sales automation solution, PropertyGuru FastKey, which is used by developers to enable end-to-end project management from launch to sales conversion. Since the end of 2019, we have made transformative investments in technology, products and markets that we believe will further strengthen our market leadership and accelerate our growth through the recovery from the COVID-19 pandemic. In December 2020, we acquired MyProperty Data Sdn Bhd (“MyProperty Data”), a Malaysia-focused data analytics platform. In August 2021, through our acquisition of the Project Panama Entities, we acquired iProperty’s (a subsidiary of REA Group) Malaysia and Thailand digital property marketplace businesses, iProperty.com.my and thinkofliving.com, to solidify our leadership in those markets, as well as Brickz.my, an online data platform that adds data analytics capabilities in Malaysia. In October 2022, we acquired Sendhelper, a Singapore home services technology company. The acquisition represents our entry into the home services industry and is in line with our growth strategy of expanding into adjacencies while investing in our core marketplaces business towards creation of a digital property ecosystem for all our stakeholders in Southeast Asia. With the addition of Sendhelper, we aim to become a one-stop destination for property seekers to not only find, finance and own their dream home but also manage and maintain it.
In December 2022, we launched our enterprise solutions brand, PropertyGuru For Business, which includes a unified service and proprietary data solutions, event solutions and marketing services to guide enterprise clients such as property developers, agencies, banks, valuers, city planners and policy makers. PropertyGuru For Business works with property stakeholders to improve systems in markets where it operates by championing and enabling digitalization so that all property stakeholders can leverage deeper insights to make more confident decisions in a more transparent property ecosystem.
Our headquarters are in Singapore. As of December 31, 2022, our platform connects more than 41 million property seekers monthly, based on Google Analytics data between July 2022 and December 2022, to more than 63,000 agents in our digital property marketplace of more than 3.2 million real estate listings.
Corporate Information
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PropertyGuru Group Limited, or the “Company”, is an exempted company with limited liability incorporated under the laws of Cayman Islands on July 14, 2021. The Company was formed for the sole purpose of effectuating the Business Combination contemplated by the Business Combination Agreement, which was consummated on March 17, 2022.
Prior to the Business Combination, the Company had no material assets and did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings.
The mailing address of the Company’s principal executive office is Paya Lebar Quarter, 1 Paya Lebar Link,
#12-01/04, Singapore 408533, and our telephone number is +65 6238 5971. Our principal website address is www.propertygurugroup.com. We do not incorporate the information contained on, or accessible through, our websites into this prospectus, and you should not consider it a part of this prospectus.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer
We are an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to U.S. public companies. These provisions include:
We currently prepare our financial statements in accordance with IFRS as issued by the IASB, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to U.S. GAAP in the future while we are still an emerging growth company, we may be able to take advantage of the benefits of Section 107 of the JOBS Act, which provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We may choose to take advantage of some but not all of these reduced reporting burdens.
We will remain an emerging growth company until the earliest of:
In addition, we report under the Exchange Act as a “foreign private issuer.” As a foreign private issuer, we may take advantage of certain provisions under the rules that allow us to follow Cayman Islands law for certain corporate governance matters. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
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Foreign private issuers, like emerging growth companies, also are exempt from certain more stringent executive compensation disclosure rules. Thus, if we remain a foreign private issuer, even if we no longer qualify as an emerging growth company, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies:
Summary of Risk Factors
Investing in our securities entails a high degree of risk as more fully described under “Risk Factors.” You should carefully consider such risks before deciding to invest in our securities. These risks include, but are not limited to, the following:
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SUMMARY TERMS OF THE OFFERING
The summary below describes the principal terms of the offering. The “Description of Securities” section of this prospectus contains a more detailed description of the ordinary shares and warrants of the Company.
Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” of this prospectus.
Ordinary shares offered by us |
|
| 15,795,035 ordinary shares |
Ordinary shares offered by the Selling Securityholders |
|
| up to 162,153,490 ordinary shares of the Company, par value $0.0001 per share, comprising: |
|
|
| • up to 13,193,068 ordinary shares issued to the PIPE Investors; |
|
|
| • up to 133,165,387 ordinary shares issued to certain shareholders in connection with the Business Combination; |
|
|
| • up to 2,835,035 ordinary shares issuable by us upon the exercise of share options and vesting of restricted stock units held by certain of our directors and executive officers; and |
|
|
| • up to 12,960,000 ordinary shares issuable upon the exercise of up to 12,960,000 warrants offered hereby. |
Warrants offered by the Selling Securityholders |
|
| up to 12,960,000 warrants of the Company, the exercise of which will result in the issuance of 12,960,000 ordinary shares at a price of $11.50 per ordinary share. |
|
|
| There is no assurance that our warrants will be in the money prior to their expiration or that the holders of the warrants will elect to exercise any or all of such warrants. We believe the likelihood that warrant holders will exercise their warrants, and therefore any cash proceeds that we may receive in relation to the exercise of the warrants overlying shares being offered for sale in this prospectus, will be dependent on the trading price of our ordinary shares. If the market price for our ordinary shares is less than the exercise price of $11.50 per ordinary share for our warrants, we believe warrant holders will be unlikely to exercise their warrants. |
Ordinary shares issued and outstanding prior to the exercise of the warrants |
|
| 162,129,826 ordinary shares based on ordinary shares issued and outstanding as of December 31, 2022. |
Warrants issued and outstanding |
|
| 12,960,000 warrants, the exercise of which will result in the issuance of 12,960,000 ordinary shares. |
Use of proceeds |
|
| All of the ordinary shares and warrants of the Company offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective amounts. We will not receive any of the proceeds from these sales. |
|
|
| However, we will receive up to an aggregate of $149,040,000.00 from the exercise of warrants being offered for sale in this prospectus, assuming the exercise of 12,960,000 warrants for cash at an exercise price of $11.50 per ordinary share. |
Lock-up restrictions |
|
| Certain of our shareholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Securities Eligible for Future Sales—Lock-Up Agreements.” |
Dividend policy |
|
| The Company has never declared or paid any cash dividends. The Company’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that the Company will retain its earnings for use in business operations and, accordingly, it is not anticipated that the Company’s board of directors will declare dividends in the foreseeable future. The Company has not identified a paying agent. See “Dividend Policy.” |
Risk factors |
|
| Investing in the ordinary shares and warrants of the Company involves a high degree or risk. See “Risk Factors” and other information |
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|
|
| included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the ordinary shares and warrants of the Company. |
Market for our ordinary shares |
|
| Our ordinary shares are listed on the NYSE under the symbol “PGRU”. |
Except where otherwise stated, the number of ordinary shares that will be outstanding immediately after this offering is based on 162,129,826 ordinary shares issued and outstanding prior to the exercise of the warrants as of December 31, 2022 and excludes:
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RISK FACTORS
You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus.
Risks Related to Our Business and Industry
Global economic conditions have been and continue to be challenging and have had, and may continue to have, an adverse effect on financial markets, the health of the real estate industry in our Priority Markets and the economy in general.
The current global economic slowdown, the possibility of continued turbulence or uncertainty in global financial markets and economies, and fiscal policy in our Priority Markets has had, and continues to have, and may increasingly have a negative impact on property seekers, our customers, demand for our existing and new products and services, profitability, access to credit and our ability to operate our business.
Our financial performance is influenced by the overall condition of the real estate markets in the Priority Markets in which we operate. Each of these real estate markets are affected by various macroeconomic factors outside our control (which by their nature are cyclical and subject to change). These factors include inflation, interest rates, the general market outlook for economic growth, unemployment and consumer confidence. These factors are also affected by government policy and regulations that may change.
In many countries globally, including our Priority Markets, there are concerns over rising inflation and potential economic recessions, including due to the impacts of the COVID-19, such as the global supply chain disruptions, government stimulus packages and rising costs of commodities, and geopolitical conflicts. Inflation has risen significantly in recent years, which in turn led to an increase in interest rates in 2022, which has impacted mortgage affordability. To the extent inflation and interest rates remain elevated, these pressures may negatively impact property demand and demand for our products and services. In addition, global and industry-wide supply chain disruptions caused by the COVID-19 pandemic have resulted in shortages in labor, materials and services. Such shortages have resulted in inflationary cost increases for labor, materials and services and could continue to cause costs to increase, as well as a scarcity of certain products and raw materials, all of which could significantly impact our customers and weaken global economies. Inflationary pressures have increased our operating costs in 2022 and the effects of inflation may have an adverse impact on our costs, margins and profitability in the future. We cannot predict any future trends in the rate of inflation, and to the extent we are unable to recover higher costs through higher prices for our products and offerings, a significant increase in inflation, could negatively impact our business, financial condition and results of operation.
Our marketplaces business generates revenue from property developers from advertising activities to promote sales of residences in new property developments (which we refer to as “primary listings” to distinguish them from “secondary” sales of already existing residential properties). Given the longer lead times required to develop and market new property developments, these primary listings may prove more volatile than secondary listings, as economic uncertainty (over a longer period) may have a greater adverse impact on the rate and extent of new property development activity and could result in fewer primary listings. In addition, most agents in our Priority Markets are effectively self-employed individuals who are largely commission remunerated and may leave the industry when market conditions deteriorate sufficiently. Accordingly, a property downturn could cause a decline in the number of agents and developers, reduce demand for our products and services or reduce our ability to increase prices in light of subdued market conditions. For example, in Singapore, our agent customers reduced their discretionary spending in 2020 due to the COVID-19 pandemic. In Vietnam, our agent customers reduced their discretionary spending in the fourth quarter of 2022 following actions by the State Bank of Vietnam to control credit growth, including controlling loans for real estate, which suppressed the real estate market in Vietnam. This negatively impacted the number of real estate listings on our platform and in turn impacted our revenue in Vietnam, where we operate a pay-as-you-go model and effective monetization depends on our ability to sustain the number of listings that agents post to our platform. The cyclical nature of the real estate market also has an effect, where the real estate market in each country or major city tends to rise and fall in line with economic prosperity and sentiment in that country or major city tends to rise and fall in line with economic prosperity and sentiment in that country or city (noting Priority Markets generally operate independently of one another). These macroeconomic factors, along with regulatory and political changes, also contribute to the availability of credit to purchasers, which is a main driver of housing price accretion and capability to transact.
Government and regulatory policies could also have a significant impact on real estate or credit markets and, in turn, our revenues. For example, governmental actions in Vietnam in 2022 significantly limited both consumers’ and developers’ access to credit, which has suppressed the real estate market in Vietnam and reduced demand for our platform, products and services in Vietnam in the fourth quarter of 2022. For further information, see “— Our business is subject to legal and regulatory risks and changes in regulatory requirements and governmental policy that could have an adverse impact on our business and prospects.”
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In addition, our ability to fund our liquidity requirements and operate our business depends on our cash flows from operations and, in future, potentially our ability to access capital markets and borrow on credit facilities. Our access to and the availability of financing on acceptable terms may be adversely impacted by global economic conditions. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
Changing economic conditions may also have an effect on foreign exchange rates, which in turn may affect our business. For further information, see “— Fluctuations in foreign currency exchange rates will affect our financial results, which we report in Singapore Dollars.”
We cannot predict the timing or duration of an economic slowdown or the timing or strength of a subsequent economic recovery generally or in the real estate industry. If macroeconomic conditions worsen or the current global economic conditions continue for a prolonged period of time, we are not able to predict the impact that such conditions will have on credit markets, the real estate industries in our Priority Markets and our results of operations.
Changes in the structure of the real estate markets in which we operate could also adversely impact our business. For example, a reduction in the customary rate of commissions earned by real estate agents from property sales could reduce agents’ capacity to pay for our products and services and could prevent us from increasing prices or even require us to reduce our subscription fees or the prices of our discretionary credits, which could have an adverse effect on our business and financial performance. This risk would be more pronounced in Vietnam where our business derives most of its revenue from agent discretionary revenue given our pay-as-you-go model in the country. Similarly, if larger agencies, rather than individual agents, become comparatively more important as a source of revenue, this could increase customer pricing power, could prevent us from increasing prices or put pressure on our existing pricing and could develop into us competing with such agencies’ own websites or platforms. The occurrence of any of these factors could adversely affect our business, financial condition and results of operations.
We have a history of losses, and we may not achieve or maintain profitability in the future.
We have a history of losses, including net losses of S$129.2 million, S$187.4 million and S$14.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. We expect to continue to make investments in developing and expanding our business, including but not limited to in technology, recruitment and training, marketing, and for the purpose of pursuing strategic opportunities. We may incur substantial costs and expenses from our growth efforts before we receive any incremental revenues in respect of any acquisitions or investments in growth. We may find that these efforts are more expensive than we originally anticipate, or that these investments do not result in an increase in revenue to offset these expenses, which would further increase our losses. Additionally, we may continue to incur significant losses in the future for a number of reasons, including but not limited to:
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Inflationary pressures increased our operating costs in 2022 and the effects of inflation may have an adverse impact on our costs, margins and profitability in the future. Our initiatives to alleviate inflationary pressures, such as alternative supply arrangements and changes to our hiring policies, including hiring employees in locations with lower ongoing wage costs, may not be successful or sufficient. In addition, in light of rising operating costs, we also implemented cost control actions in 2022 by managing discretionary costs, delaying hiring and reducing our sales and marketing expenses. Furthermore, there can be no assurance that we will be willing or able to recover any increased costs by increasing the prices of our products and services.
If we fail to manage our losses or to grow our revenue sufficiently to keep pace with our investments and other expenses, our business will be harmed. If our existing businesses or any future acquisitions underperform, this may result in impairments to the carrying values of assets on the balance sheet including but not limited to goodwill and intangible assets. These impairments may adversely impact our financial condition and results of operations and the confidence of shareholders, lenders, customers and our employees. Impairments may also be generated due to changes in the assessment methodology of the carrying value of assets or changes to the inputs that form part of these assessments. These changes are not predictable and many of them may be outside of our control. In addition, as a public company, we will also incur significant legal, accounting, insurance, compliance and other expenses that we did not incur as a private company.
Our business is dependent on our ability to attract new, and retain existing, customers and consumers to our platform in a cost-effective manner.
Currently, we generate revenue primarily through sales of digital classifieds and property development advertising products and services (including software-as-a-service) to real estate agents and developers, which we refer to as customers. Our ability to attract and retain customers, and ultimately to generate advertising revenue, depends on a number of factors, including but not limited to:
Online real estate advertising in our Priority Markets other than Singapore is still in the early stages of offline-to-online migration compared to developed markets, with print and other offline channels currently the dominant media for property advertising in our Priority Markets. Growth in advertising expenditure may be slower or less than anticipated, which could have a negative impact on our prospects.
We may not succeed in capturing a greater share of our customers’ advertising expenditure if we are unable to convince them of the effectiveness or superiority of our products compared to alternatives, including but not limited to traditional offline advertising media. Property developers, in particular, continue to allocate significant advertising expenditure for the sales of residences in their new property developments to print media, including but not limited to large display advertisements in newspapers, and other media such as billboards. This is significant because property advertising in our Priority Markets predominantly involves these primary transactions (i.e., new developments advertised by property developers or their marketing agents). We also compete for a share of advertisers’ overall marketing budgets with other PropTech companies in our Priority Markets.
If we are unable to attract new customers in a cost-effective manner or if existing customers reduce or end their subscription or advertising spending with us, our business, financial condition and results of operations could be adversely affected.
We do not have long-term contracts with most of our customers, and most of our customers may terminate their contracts on short notice.
Our agent subscription agreements generally have a duration of 12 months and we do not have long-term contracts with most of our other customers. Our customers could choose to modify or discontinue their relationships with us with little or no advance notice. In addition, as existing subscription agreements or other contracts expire, we may not be successful in renewing these subscription agreements or other contracts, securing new customers or increasing or maintaining the amount of revenue we derive from a given subscription agreement or other contract over time for a number of reasons, including, among others, the following:
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Our decision to launch new product or service offerings and increase the prices of our products and services may not achieve the desired results.
The industry for residential real estate transaction services, technology, information marketplaces and advertising is dynamic, and the expectations and behaviors of customers and consumers shift constantly and rapidly. As part of our operating strategy, we have increased, and plan in the future to continue to change, the nature and number of products, including depth products, that we offer to our customers and, with that, the prices we charge our customers for the services and products we offer. Changes or additions to our products and services may not attract or engage our customers, and may reduce confidence in our products and services, negatively impact the quality of our brands, negatively impact our relationships with partners or other industry participants, expose us to increased market or legal risks, subject us to new laws and regulations or otherwise harm our business. Our customers may not accept new products and services (which would adversely affect our average revenue per agent (“ARPA”)), or such price increases may not be absorbed by the market, or our price increases may result in the loss of customers or the loss of some of our customers’ business. We may not successfully anticipate or keep pace with industry changes, and we may invest considerable financial, personnel and other resources to pursue strategies that do not ultimately prove effective such that our results of operations and financial condition may be harmed. If we are not able to raise our prices or encourage our customers to upgrade their subscription packages or invest in depth products to further differentiate their listings, or if we lose some of our customers or some of our customers’ business as a result of price increases, or if the bargaining power of our customer base increases and the subscription prices and other fees we are able to charge real estate developer or agent customers decline, our business, financial condition and results of operations could be adversely affected.
If our customers do not make valuable contributions to our platform or fail to meet consumers’ expectations, we may experience a decline in the number of consumers accessing our platform and consumer engagement, which could adversely affect our business, financial condition and results of operations.
Our success depends on our ability to attract consumers to our platform, to maintain high levels of consumer engagement and to offer products and services that meet customer demand. We depend on our customers to list properties on our platform that are desirable to consumers and responsive to consumers’ expectations. The inventory of properties available for our customers to list on our platform may be affected by various factors outside of their and our control, such as the general market outlook for economic growth, the overall health of the real estate market and changes to the regulation of the real estate industry. In addition, if our customers stop using our products, services and/or platform, we may not be able to provide consumers with a sufficient range and variety of listings, which could reduce the attractiveness of our platform for consumers and lead to a reduction in consumer traffic. If our customers do not continue to make valuable contributions to our platform, our brand, reputation, traffic on our platform and sales of our products and services could be adversely affected.
Currently, we rely on the sale of listing and advertising services for the majority of our revenue. If we experience a decline in the number of consumers or a decline in consumer engagement, our customers may not view our products and services as attractive for their marketing expenditures and may reduce their spending with us, which may adversely affect our business, financial condition and results of operations.
We may not be able to attract a sufficient level of traffic to our websites and applications.
The attractiveness of our online real estate advertising platform to our real estate developer or agent customers is influenced by our ability to draw consumers (who conduct property searches and access property related information research) to our websites and applications. A decline in the level of consumer traffic to our websites and applications could have a material adverse effect on our ability to generate revenue from the sale of subscriptions and advertising on our websites and mobile applications as well as on our relationships with real estate developer or agent customers.
A number of factors may negatively affect the volume of traffic to our websites and applications, including but not limited to:
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Any inability to attract a sufficient level of traffic to our websites and applications for the foregoing or other reasons could adversely affect our business, financial condition and results of operations.
We operate in a highly competitive and rapidly changing industry, which could impair our ability to attract users of our products, which could adversely affect our business, results of operations and financial condition.
We face competition to attract consumers to our websites and mobile applications and to attract real estate and property developer customers to purchase our products and services. The markets for online real estate advertising and property technology services in our Priority Markets are highly competitive and rapidly changing. In addition to competing with traditional media sources for a share of advertisers’ overall marketing budgets, our business is subject to the risk of digital and other disruption. Our success depends on our ability to continue to attract additional consumers to our websites and mobile applications. Existing or new competitors could increase their product offerings or develop new products or technology that compete with ours.
For example, Southeast Asia is at a very early stage of the introduction of a digital property agency business model which involves end-to-end ownership of the property seeker lifecycle. Under this business model, property seekers discover listings on the digital platform and are then introduced to agents employed by the same company which maintains the digital listing. These agents help the seeker buy their home. This business model is still achieving maturity in markets such as the United Kingdom and the United States. Our Priority Markets are seeing the very first early-stage digital agencies testing the viability of this business model. Although at present many of these digital agencies still rely on our online marketplaces to drive traffic and awareness to their leads, there is a risk that these business models may become more popular and supplant our digital marketplaces.
Furthermore, large companies with strong brand awareness in international markets or global search engines and social media sites may decide to enter the real estate market and start advertising property on their existing or new platforms, which could increase competition in our Priority Markets and may have a materially adverse effect on our business. These companies could devote greater technical and other resources than we have available, have a more accelerated time frame for deployment and leverage their existing user bases and proprietary technologies to provide products and services that consumers might view as superior to our offerings. Any of our future or existing competitors may introduce different solutions that attract consumers or provide solutions similar to our own but with better branding or marketing resources or cross-subsidize and lower their advertising rates. If we are unable to continue to grow the number of consumers who use our websites and mobile applications, our business, financial condition and results of operations could be adversely affected.
We compete to attract customers with media sites, including but not limited to other companies that operate digital property classifieds marketplaces in our Priority Markets and agent and property developer websites. We also compete for a share of advertisers’ overall marketing budgets with traditional media such as television, magazines, newspapers and home/apartment guide publications. To compete successfully for customers against future and existing competitors, we must continue to invest resources in developing our advertising platform and proving the effectiveness and relevance of our advertising products and services. New business models frequently emerge in our industry and may require us to modify our own business model or offerings in order to continue to compete effectively. For example, we may in the future face new competition from digital companies that use data to buy properties instantly from sellers, renovate/repair and then re-sell the property online at a profit. Additionally, competitors may drive traffic away from our platform and increase their market share through aggressive or high-spend marketing campaigns, or prolonged price discounting.
We may fail to anticipate these movements and lose market share as a consequence, which may be difficult to regain quickly or at all. Pressure from competitors seeking to acquire a greater share of customers’ overall marketing budget could adversely affect our
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pricing and margins and lower our revenue and increase our marketing expenses. The actions of our competitors and new market entrants could also force us to undertake substantial investment in updating or improving our current technology platforms and product offering. There is no guarantee that we will be successful in developing new products and we may not receive revenues from these investments for several years, or may not realize such benefits at all, which may have an adverse effect on our business, financial condition and results of operations.
If we are unable to compete successfully against our existing or future competitors, our business, financial condition and results of operations could be adversely affected.
COVID-19 has adversely affected our business and may continue to adversely affect our business.
The COVID-19 pandemic, its broad impact and measures taken to contain or mitigate the pandemic have had, and are likely to continue to have, significant negative effects on the global economy, employment levels, employee productivity, supply chains, and certain aspects of the residential real estate and financial markets. This, in turn, has had, continues to have and may increasingly have a negative impact on property seekers, our customers, demand for our existing and new products and services, profitability, access to credit and our ability to operate our business.
The implementation of restrictions that prevent properties being shown to buyers (including but not limited to the opening of property showrooms) and awards and other events from being held, will curtail the demand for our products and may reduce revenues in the immediate term. These measures are often implemented unpredictably at short notice and can operate for extended periods. It is inherently difficult to forecast the timing or impact of these events. In Singapore, our agent customers reduced their discretionary spending in 2020 due to the COVID-19 pandemic, and our agent renewal rate under-performed our budget during the lockdown in Singapore from March 2020 to May 2020. This in turn impacted our revenues. In 2021, spikes in COVID-19, including but not limited to due to the Delta and Omicron variants, occurred in all of our Priority Markets in the first three quarters of the year. However, we experienced strong business momentum in the late fourth quarter of 2021 and the first half of 2022, which was the result of market recovery from the impact of COVID-19 in Singapore, Vietnam and Malaysia. With the emergence and spread of new variants, it is possible that containment measures that helped to manage outbreaks in some markets may prove less effective in the future. Combined with slow vaccine roll-outs in some Priority Markets, this may lead to prolonged implementation or reintroduction of containment measures implemented by governments, which may contribute to a decrease in market confidence and significant reductions in revenue that are difficult to predict or mitigate.
We are unable to predict whether the resurgence in infections and fatalities or emergence of new variants may cause governments to re-impose some or all prior or new restrictive measures, with their consequential impact on economies and supply chains, nor the pace of reemergence from the COVID-19 pandemic in the global and regional economy. Any continuing effects of, or prolonged reemergence from, the COVID-19 pandemic could have a material adverse effect on our business, financial condition and results of operations.
We cannot predict the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, the pace at which government-imposed measures are lifted, the impact to our business of changes in home buying, selling, renting, financing and shopping trends due to the pandemic, or whether and to what extent we will have to implement additional operational changes in light of COVID-19 and any new variants of the virus in the future.
In addition, our ability to fund our liquidity requirements and operate our business depends on our cash flows from operations and, in future, potentially our ability to access capital markets and borrow on credit facilities. Our access to and the availability of financing on acceptable terms may be adversely impacted by the pandemic. For more information on the impact the COVID-19 pandemic has had on our liquidity position and outlook, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
As a result of these and other consequences, the COVID-19 pandemic has and may continue to adversely affect our business, financial condition and results of operations. The extent to which COVID-19 will impact our operations will depend on future developments, which are highly uncertain, cannot be predicted at this time, may be outside of our control, and include the magnitude, duration and severity of COVID-19 and any new variants of the virus in the future, the actions by governments taken to contain or mitigate any outbreaks and any associated economic downturn or extended slowdown in the real estate markets and the availability and widespread distribution and use of effective vaccines.
Our business is subject to legal and regulatory risks and changes in regulatory requirements and governmental policy that could have an adverse impact on our business and prospects.
Increased regulation, changes in existing regulation or increased government intervention in our industry may adversely affect our business, results of operations and financial condition. Focus areas of regulatory risk we are exposed to include, among others: (i) evolution of laws and regulations applicable to digital property marketplaces or online advertising in general, (ii) various forms of data regulation such as data privacy, data localization, data portability, cybersecurity and advertising or marketing, (iii) anti-trust and competition regulations, (iv) economic regulations such as price and supply regulation, (v) foreign ownership restrictions, (vi) artificial intelligence regulation and (vii) regulations regarding the provision of online services, including but not limited to with
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respect to the internet, mobile devices and e-commerce. For example, we and our agents and developers may be subject to stringent compliance requirements, including but not limited to privacy and security standards for handling data, which could impact the manner in which we provide our services. Further, regulators have imposed guidelines for use of cloud computing services that mandate specific controls to be located in a particular jurisdiction or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions.
In addition, we may not be able to obtain all the licenses, permits and approvals that may be necessary to provide the products and services that we may seek to offer in the future. Relevant laws and regulations, as well as their interpretations, may be unclear or may evolve in certain jurisdictions. This can make it difficult for us to assess which licenses and approvals are necessary for our business, or the processes for obtaining such licenses in certain jurisdictions. For these reasons, we also cannot be certain that we will be able to maintain the licenses and approvals that we have previously obtained, or that once they expire, we will be able to renew them. We cannot be sure that our interpretations of the rules and their exemptions have been or will be consistent with those of the local regulators. As we expand our businesses, and in particular our mortgage business and our future Fintech and data services growth initiatives, we may be required to obtain new licenses and comply with additional laws and regulations in the markets in which we plan to operate.
Government and regulatory policies could also have a significant impact on real estate or credit markets and, in turn, our revenues. For example, in 2018, the Singapore government introduced regulations to raise Additional Buyer’s Stamp Duty rates and tighten loan-to-value limits on residential property purchases, in an effort to slow the real estate market and regulate price increases. This negatively impacted property demand and demand for our products and services. In December 2021, the Singapore government further raised Additional Buyer’s Stamp Duty and tightened loan-to-value limits on residential property purchases and the total debt servicing ratio threshold for property loans. In February 2022, the Singapore government announced changes to Singapore’s tax regime that included increases in property tax rates for certain residential properties in 2023 and 2024, and in September 2022 further cooling measures were introduced to moderate demand for certain resale residential properties and promote prudent borrowing in the face of rising interest rates. In February 2023, the Singapore government increased buyer’s stamp duty for higher value residential and non-residential properties. In the second quarter of 2022, the State Bank of Vietnam required banks in Vietnam to take certain measures to control credit growth, including controlling loans for real estate. Such measures have significantly limited both consumers’ and developers’ access to credit, which has suppressed the real estate market in Vietnam and reduced demand for our platform, products and services in Vietnam in the fourth quarter of 2022. In September 2022, the Vietnamese government imposed more stringent conditions and requirements on the private placement of bonds and enhanced disclosure requirements, which have heavily impacted property developers’ access to capital. In addition, the Ministry of Finance in Vietnam has approved tax reform strategy for 2030, under which the government is expected to raise taxes on land and housing in Vietnam.
These policies, or any significant change in one or more of these factors or policies in any of our Priority Markets could adversely impact real estate markets, which may reduce the demand for our platform and/or products and services and could adversely affect our business, financial condition and results of operations.
Regulations regarding environmental matters and climate change may affect us by substantially increasing our costs and exposing us to potential liability.
We may become subject to environmental laws and regulations, which may affect aspects of our operations such as how we develop or operate our platforms and our presence in our Priority Markets, as well as increase or impact our reporting and compliance obligations with respect to environmental matters. Standards for tracking and reporting ESG matters continue to evolve. New laws, regulations, policies and international accords relating to ESG matters, including sustainability, climate change, human capital and diversity, are being developed and formalized in Europe, the United States, Asia and elsewhere, which may entail specific, target-driven frameworks and/or disclosure requirements. Our processes and controls for reporting ESG matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC and other regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals or ability to achieve such goals in the future, as well as increased costs, internal controls, and oversight obligations. Any failure, or perceived failure, by us to comply fully with developing interpretations of ESG laws and regulations could harm our business, reputation, financial condition and operating results and require significant time and resources to make the necessary adjustments. If our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation or our attractiveness as an investment, business partner, service provider or employer could be negatively impacted.
Developers and commercial and residential property builders who list their properties on our platforms may also become subject to more stringent requirements under such laws. It is unclear how these future developments and related matters will ultimately affect the regulated areas in which we may operate. While we cannot predict with certainty the extent to which developments in areas with stringent building requirements or legal restrictions or other environmental requirements that may become effective will affect us either directly or indirectly, they could require time-consuming and costly compliance programs or result in significant expenditures, which could lead to delays and increased operating costs. Our failure to comply with environmental laws could result in fines, penalties, restoration obligations, revocation of permits, and other sanctions.
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In addition, there is a variety of legislation being enacted, or considered for enactment, relating to energy and climate change. This legislation relates to items such as carbon dioxide emissions control and building codes that impose energy efficiency standards. New building code requirements that impose stricter energy efficiency standards could significantly increase the cost to construct commercial and residential properties, which could adversely affect the property market. As climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and become more costly to comply with. In addition, it is possible that some form of expanded energy efficiency legislation may be passed, which may, despite being phased in over time, significantly increase the costs of building commercial and residential properties and the sale price to buyers and adversely affect our listing volumes.
We are subject to a series of risks related to climate change.
There are inherent climate-related risks wherever business is conducted. Certain of our facilities, as well as our and third-party infrastructure on which we rely, are located in areas that have experienced, and are projected to continue to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding, among others) or other catastrophic events that may disrupt our or our suppliers’ operations, require us to incur additional operating or capital expenditures, or otherwise adversely impact our business, financial condition, or results of operations. Climate change may increase the frequency and/or intensity of such events. Climate change may also contribute to various chronic changes in the physical environment, such as sea-level rise or changes in ambient temperature or precipitation patterns, which may also adversely impact our or our suppliers’ operations. While we may take various actions to mitigate our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risk. For example, to the extent catastrophic events become more frequent, it may adversely impact the availability or cost of insurance.
Additionally, we expect to be subject to risks associated with societal efforts to mitigate or otherwise respond to climate change, including but not limited to increased regulations, evolving stakeholder expectations, and changes in market demand. For more information, see “—Increased attention to, and evolving expectations for, ESG initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.” Changing market dynamics, global and domestic policy developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations.
Increased attention to, and evolving expectations for, ESG initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.
Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG and sustainability practices. Expectations regarding voluntary ESG initiatives and disclosures and consumer demand for alternative forms of energy may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the ESG profile of our company or to respond to stakeholder expectations, such initiatives may be costly and may not have the desired effect. Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. For example, we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, cost, or other constraints, which may be within or outside of our control. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. If we fail to, or are perceived to fail to, comply with or advance certain ESG initiatives (including the timeline and manner in which we complete such initiatives), we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. For example, there have been increasing allegations of greenwashing against companies making significant ESG claims due to a variety of perceived deficiencies in performance or methodology, including as stakeholder perceptions of sustainability continue to evolve.
Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment towards us, which could negatively impact our share price as well as our access to and cost of capital. To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters. For example, the SEC has proposed rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls, processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors. We expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters. For more information, please see “—Regulations regarding environmental matters and climate change may affect us by substantially increasing our costs and exposing us to potential liability.” This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in
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this risk factor. Additionally, many of our suppliers and business partners may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.
Our ability to attract, train and retain executives and other qualified employees is critical to our business, results of operations and future growth.
Our business depends on successfully hiring and retaining key employees in senior management, sales and marketing and information technology. We require highly qualified and skilled employees, including but not limited to country managers, to generate revenue and maintain customer relationships with real estate agents and developers, along with computer programmers, software engineers and data technicians (who are in high demand by technology companies operating in Southeast Asia) to develop new products and maintain and enhance existing ones.
Competition for qualified employees in our industry has become more intense in 2021 and 2022 due to inflationary pressures and movement restrictions imposed during the COVID-19 pandemic. We have given heightened focus to the retention and career planning for key technology personnel due to the highly competitive employment market across our Priority Markets, especially in Singapore. If we are unable to retain or attract high quality employees required for our business activities, or replace the loss of any key personnel, or are required to materially increase the amount we offer in remuneration to secure the employment of key personnel, our operating and financial performance could be adversely affected.
We depend on our agents business for a significant portion of our revenue.
In the past we have derived and we believe that we will continue to derive a significant portion of our revenue from our agents business across Southeast Asia and, in particular, in Singapore. In 2022, agent revenue accounted for 79.7% of our revenue, and 57.0% of our agent revenue was generated from Singapore. In 2021, agent revenue accounted for 76.4% of our revenue, and 60.3% of our agent revenue was generated from Singapore. In 2020, agent revenue accounted for 80.1% of our revenue, and 60.4% of our agent revenue was generated from Singapore. Adverse developments affecting business activity in Singapore or our agents business may have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to sustain the number of agents and digital property listings necessary to maintain and grow our agents business in Singapore or in general. Furthermore, there can be no assurance that we will succeed in expanding our agents business outside of Singapore or in growing our developers, Fintech and data services.
Our operations and investments are located in Southeast Asia and we are therefore exposed to various risks inherent in operating and investing in the region.
Our Priority Markets are in Singapore, Vietnam, Malaysia, Thailand and Indonesia, which means that other than assets located in and most of the income derived from our Singapore business, our assets and income are located in emerging market countries. In addition, we have a number of employees located in India. Emerging market countries are typically subject to greater political, policy, legal, economic, taxation and other risks and uncertainties, including but not limited to the risk of expropriation, nationalization and commercial or governmental disputes, inflation, interest rate and currency fluctuations and greater difficulty in enforcing or collecting payment against contracts or in having certainty that all required governmental and regulatory approvals necessary to run our business are in place and will be renewed. Asian markets are inherently non-homogenous and require bespoke business models for each country in which we operate which adds complexity and reduces economies of scale.
Emerging market countries where we operate may have less sophisticated legal, taxation and regulatory systems and frameworks, including but not limited to unexpected changes in, or inconsistent application, interpretation or enforcement of, applicable laws and regulatory requirements. In particular, because legislation and other laws and regulations in emerging markets are often undeveloped, it is frequently difficult to interpret those laws and regulations with certainty. Regulatory authorities may adopt different interpretations to the Company or may revise laws, regulations or interpretations, potentially with retrospective effect, in ways that adversely affect our business, financial condition and/or results of operations. This gives rise to increased risks relating to labor practices, foreign ownership restrictions, tax regulation and enforcement, difficulty in enforcing contracts, changes to or uncertainty in the relevant legal and regulatory regimes and other issues in the markets where we operate or may in the future operate. Such risks could interrupt or adversely impact some or all of our business and may adversely affect our business, financial condition and results of operations.
Most of our Priority Markets have experienced political and social instability at various times in the past, including but not limited to acts of political violence and civil unrest. These countries also have been subject to a number of terrorist attacks and other destabilizing events, which have led to economic and social volatility. There can be no assurance that similar destabilizing events will not occur in the future. Any such destabilizing events could interrupt and adversely affect our business, financial condition and results of operations. For example, in August 2021, Malaysian prime minister Muhyiddin Yassin resigned from his position after losing majority support from the Malaysian parliament, and Malaysia’s King Al-Sultan Abdullah named Ismail Sabri Yaakob as the country’s new prime minister. In November 2022, an inconclusive general election in Malaysia produced the country’s first hung parliament, with neither of the leading coalitions achieving a simple majority to form a government. Following days of uncertainty and negotiations between political leaders, Malaysia’s King Abdullah named opposition leader Anwar Ibrahim as the country’s new prime minister. In January 2023, Vietnam’s President Nguyen Xuan Phuc announced his
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resignation from office amid escalation of an anti-corruption campaign led by the ruling Communist Party. We continue to monitor the effect of these recent political developments on Malaysia’s real estate market and our business.
Investors should also note that emerging markets are also subject to rapid change. An increase in the perceived risks associated with investing in emerging economies could reduce foreign investment in our Priority Markets, which may have a materially adverse impact on the real estate markets in those places, or make it more difficult for us to obtain debt and equity financing, which could adversely affect our financial capacity to meet our business objectives and therefore adversely affect our business, financial condition and results of operations.
We conduct business in certain countries where there is a heightened risk of fraud and corruption due to local business practices and customs. Fraud and corruption may have an adverse impact on our reputation if any property developers who use our digital property classifieds marketplaces or our SaaS solution, or any other counterparties with whom we deal or contract in any aspect of our business, engage in fraud, bribery or corrupt practices, particularly in order to secure government involvement in, or approvals of, new development projects and to grant permits and development approvals.
Our strategic investments and acquisitions may not bring us anticipated benefits, may pose integration challenges and may divert the attention of management, and we may not be successful in pursuing future investments and acquisitions.
We have completed strategic acquisitions in the past and plan to explore additional acquisitions in the future. For example, we acquired Batdongsan.com.vn in Vietnam in 2018 and Ensign, which owned the Asia Property Awards business, in 2016. In August 2021, through our acquisition of the Project Panama Entities, we acquired iProperty’s (a subsidiary of REA Group) Malaysia and Thailand digital property marketplace businesses, iProperty.com.my, and thinkofliving.com as well as Brickz.my, an online data platform that adds data analytics capabilities in Malaysia. In October 2022, we acquired Sendhelper, a Singapore home services technology company.
Strategic acquisitions and the subsequent integration of new businesses and assets with our businesses can require significant attention from our management and result in a diversion of resources from our existing business, which in turn could adversely affect our business operations. There is a risk that acquisitions, such as our recent acquisition of the Project Panama Entities or Sendhelper, may fail to meet our strategic objectives or that the acquired business may not perform in line with expectations. The process of integrating an acquired company, business or technology may also create unforeseen operating difficulties and expenditures, and we may fail to achieve expected synergies, cost savings, returns and other benefits as a result of integration challenges. There is also a risk that customers of acquired businesses do not continue using our platform, if, for example, they are unwilling to pay higher prices. Our acquisitions could also fail to achieve anticipated revenue, earnings, or cash flow, and we may be unable to maintain the key customers, business relationships, suppliers, and brand potential of our acquisitions. In addition, there may be difficulties and expenses in assimilating particular investments or acquisitions, such as their operations, products, technology, privacy protection systems, information systems or personnel. In addition, there could be challenges and increased demands on our personnel associated with the management of additional platforms and revenue streams. Any such negative developments could adversely affect our business, financial condition and results of operations.
Strategic investments or acquisitions inherently involve the risk of incurring liability for the past acts, omissions or liabilities of the acquired business that are unforeseen or greater than anticipated. In such cases, we may be subject to legal, operational, tax and other risks, and our financial and operating performance and growth prospects may be adversely impacted and our reputation may be harmed. We may continue to be exposed to such risks and liabilities for a period after our acquisition or investment as we review and integrate our acquisitions and, where necessary, improve the acquired business’ reporting, compliance and other functions.
While we expect to undertake due diligence investigations in respect of our acquisitions, and may engage external advisors to provide us with reports on due diligence matters, we may not be able to identify all risks (including but not limited to as to finance, legal, operational or tax matters) or be able to verify the accuracy, reliability or completeness of information obtained during our diligence investigations. These risks may increase when there are limitations or restrictions on the scope or nature of the due diligence that we are able to undertake in connection with the acquisition of a business, assets or technology. In addition, we may only be able to obtain limited contractual representations, warranties and indemnities from the sellers in respect of the adequacy or accuracy of the information and materials disclosed by them to us during the due diligence process and in respect of other material matters relating to the acquired business or the acquisition. The representations, warranties and indemnities provided by the sellers may be limited in scope or duration and may also be difficult to enforce in the relevant jurisdictions. There is also a risk that the sellers may withhold material information from us during our due diligence investigations, and may make misrepresentations to us or third parties relating to the operational and financial performance and financial condition of the business we are acquiring, including but not limited to in relation to operational, business, financial, taxation and compliance matters. If any of the information provided by or on behalf of a seller or third parties with whom we engage as part of the due diligence process is incomplete, incorrect, inaccurate or misleading, or if material information is withheld from us, we may not identify all of the risks of the business, assets or technology we are acquiring, the business, assets or technology may not perform as we expected, and we may incur unanticipated costs and liabilities. We may also incur unanticipated costs and liabilities if we fail to honor the representations, warranties and indemnities that we provide to counterparties in connection with strategic investments or acquisitions.
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If an acquisition underperforms or there are material deviations in the quality or nature of acquired assets versus what was envisaged during due diligence and negotiation of such acquisition, this may result in impairments to the carrying values of assets on the balance sheet including but not limited to goodwill and intangible assets. These impairments may adversely impact our financial condition and results of operations and the confidence of shareholders, financial lenders or agents and employees.
We may not be successful in implementing our growth strategies and our business could suffer if we do not successfully manage our growth.
We have identified a number of potential adjacent growth opportunities such as data, Fintech, home services (including but not limited to contractor and moving services) and developer operating systems. Though we may expand our operations into adjacent offerings, there is no guarantee we will be able to monetize these opportunities. New products and services may have a higher degree of risk, as they may involve new offerings with which we have limited or no prior development or operating experience. There can be no assurance that customer or consumer demand for such offerings will materialize or be sustained at the levels that we anticipate, that we will be able to successfully manage the development and delivery of such offerings, or that any of these offerings will gain sufficient market acceptance to generate sufficient revenue to offset associated expenses or liabilities. We may also be subject to pressure from existing and future competitors in any new offerings, and it is also possible that offerings developed by others will render our offerings noncompetitive or obsolete. Further, these efforts may entail investments in our systems and infrastructure and increased legal and regulatory compliance expenses, could distract management from current operations, and may divert capital and other resources from our more established offerings and geographies. Even if we are successful in developing new offerings, regulatory authorities may subject us or our customers and consumers to new regulatory regimes (including but not limited to Fintech), rules, taxes, or restrictions or more aggressively enforce existing rules, taxes, or restrictions, that could increase our expenses or prevent us from successfully commercializing these initiatives. We may be exposed to risks due to our unfamiliarity with the relevant laws and regulations, potentially leading to misinterpretation and/or non-compliance. If we do not realize the expected benefits of our investments, we may fail to grow and our business, financial condition and results of operations may be adversely affected.
We may need to raise additional capital to grow our business and we may not be able to raise additional capital on terms acceptable to us, or at all.
We have funded our operations since inception primarily through equity and debt financings and revenue generated from our business. Growing and operating our business, including but not limited to through the development of new and enhanced products and services, may require significant cash outlays, liquidity reserves and capital expenditures. If cash on hand, cash generated from operations and cash equivalents and investment balances are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital and we may not be able to raise the necessary cash on terms acceptable to us, or at all. Financing arrangements we pursue or assume, including but not limited to debt or equity financing, may require us to grant certain rights, take certain actions, or agree to certain restrictions, that could negatively impact our business. Equity financing, or debt financing that is convertible into equity, could also result in additional dilution to our existing shareholders. If additional capital is not available to us on terms acceptable to us or at all, we may need to modify our business plans, which could adversely affect our business, financial condition and results of operations.
Catastrophic events may disrupt our business.
Natural disasters or other catastrophic events may cause damage or disruption to our operations, real estate commerce, and the global economy, and thus could harm our business. In particular, the COVID-19 pandemic, including but not limited to the reactions of governments, markets, and the general public, may result in adverse consequences for our business and results of operations, the details of which would be difficult to predict. These catastrophic events may also cause an adverse change in investor sentiment with respect to our business specifically or the stock market more generally, which could have a negative impact on the value of our ordinary shares.
In the event of a major earthquake, hurricane, windstorm, tornado, flood or catastrophic event such as pandemic, fire, power loss, telecommunications failure, cyber-attack, war, or terrorist attack, we may be unable to continue our operations and may endure reputational harm, delays in developing our platform and solutions, disruptions to our technology platform and infrastructure, disruptions to or breaches of our data security systems, loss of or unauthorized access to critical data, and substantial additional costs, all of which could harm our business, results of operations and financial condition. Also, the insurance we maintain would likely not be adequate to cover our losses resulting from such disasters or other business interruptions.
As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, financial condition and results of operations could be harmed.
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Some of our potential losses may not be covered by insurance. We may not be able to obtain or maintain adequate insurance coverage.
We maintain insurance to cover costs and losses from certain risk exposures in the ordinary course of our operations. We are responsible for certain retentions and deductibles that vary by policy, and we may suffer losses that exceed our insurance coverage by a material amount. We may also incur costs or suffer losses arising from events against which we have no insurance coverage. In addition, large scale market trends or the occurrence of adverse events in our business may raise our cost of procuring insurance or limit the amount or type of insurance we are able to secure. We may not be able to maintain our current coverage, or obtain new coverage in the future (including but not limited to coverage for our directors and executive officers), on commercially reasonable terms or at all. Our insurance policies do not cover 100% of the costs and losses from the events that they are intended to insure against. There are certain losses, including but not limited to losses from floods, fires, earthquakes, wind, pollution, certain environmental hazards, security breaches, litigation, regulatory action, and others for which we may not be insured because it may not be deemed economically feasible or prudent to do so, among other reasons. Any losses resulting from lack of insurance coverage could adversely affect our business, financial condition and results of operations.
If the methodologies we use to assess property values on our platform are inaccurate, it could have an adverse effect on our business, financial condition and results of operation.
We appraise property on our platform based on various factors, including but not limited to our knowledge of the real estate markets in which we operate. The property valuations presented on our platform are generated through, among other things, analysis of prior sales of similar properties (by location and/or type) and analysis of the demand for similar properties on our own websites. While we may seek to confirm or supplement the information provided in such a request through our own due diligence, we may rely on the information supplied to us by prospective sellers to make offer decisions, and we cannot be certain that this information is accurate. If owner-supplied information is inaccurate, we may make poor or imperfect pricing decisions including but not limited to those due to undisclosed issues, conditions or defects. Inaccurate property valuations may have a negative impact on our brand and consumer satisfaction, which could have an adverse effect on our business, financial condition and results of operation.
Improper, illegal or otherwise inappropriate activity by agents, developers or other third parties could harm our business and reputation and expose us to liability.
We are exposed to potential risks and liabilities arising from improper, illegal or otherwise inappropriate activity taken by customers who use our platform and any other third parties with whom we partner or transact from time to time. There can be no assurance that we will be able to identify and address all instances of improper, illegal or otherwise inappropriate activity on, or facilitated by or through, our platform in a timely manner or at all. Such inappropriate activity may give rise to customer or third-party claims and customers or the general public may lose confidence in our platform and our brand.
We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations, which may adversely affect investor confidence in the Company and, as a result, the value of the Company’s shares.
We have identified material weaknesses in our internal control over financial reporting as of December 31, 2022 and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations, which may adversely affect investor confidence in the Company and, as a result, the value of the Company’s shares. A material weakness is a deficiency, or combination of deficiencies, in internal controls such that there is a reasonable possibility that a material misstatement of PropertyGuru’s annual or interim financial statements will not be prevented or detected on a timely basis. Certain of these material weaknesses resulted in immaterial audit adjustments to several accounts and disclosures.
The material weaknesses that we have identified are as follows:
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While we are taking steps to remedy these material weaknesses and control deficiencies, we cannot predict the success of such measures or the outcome of our assessment of these measures or the time it will take to remedy such deficiencies, assuming we are able to do so. We can give no assurance that these measures will remediate the material weaknesses in internal control or control deficiencies or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations.
During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to maintain or improve existing controls or implement new controls, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.
Our reporting obligations as a new public company may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Section 404 of the Sarbanes-Oxley Act requires that the Company include a report from management on the effectiveness of the Company’s internal control over financial reporting in the Company’s annual report on Form 20-F beginning with its annual report on Form 20-F for the year ended December 31, 2022. In addition, once the Company ceases to be an “emerging growth company” as such term is defined in the JOBS Act, the Company’s independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. We may be unable to timely complete our evaluation testing and any required remediation.
In addition, because the Company is an “emerging growth company” and intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that the Company’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting, any remedial measures that we take to remedy material weaknesses and control deficiencies may not be independently verified by an independent third party.
The growth and expansion of our business may place a significant strain on our operational and financial resources in the future. As we continue to grow, we may not be able to successfully implement requisite improvements to our internal control systems, controls and processes, such as system access and change management controls, in a timely or efficient manner. Our failure to improve our systems and processes, or their failure to operate in the intended manner, whether as a result of the growth of our business or otherwise, may result in our inability to accurately forecast our revenue and expenses, or to prevent certain losses. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely and reliable reports on our financial and operating results and could impact the effectiveness of our internal control over financial reporting.
Unfavorable media coverage could harm our business, financial condition, and results of operations.
We are the subject of media coverage from time to time. Unfavorable publicity regarding our business model, revenue model, customer and consumer support, technology, platform changes, platform quality, privacy or security practices, or management team could adversely affect our reputation and brand and our ability retain existing and attract new customers and consumers, which could adversely affect our business, financial condition, and results of operations. As we continue to implement our growth strategy and expand our business, any future issues that draw media coverage could have an amplified negative effect on our reputation and brand.
In addition, negative publicity garnered by our customers may also indirectly affect us and damage our reputation and brand, even if the negative attention is not directly related to us. Any negative publicity that we may receive could diminish confidence in, and the use of, our platform, which could have an adverse effect on our business, financial condition and results of operation.
Industry data, projections and estimates contained in this prospectus are inherently uncertain and subject to interpretation. Accordingly, you should not place undue reliance on such information.
This prospectus contains market and industry data, estimates and statistics obtained from third-party sources. This data includes estimates and forecasts regarding urbanization, GDP per capita, digitalization, online penetration of real estate advertising expenditure, engagement market share and organic traffic. While we believe such information to be reliable in general, we have
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not independently verified the accuracy or completeness of any such third-party information. Such information may not have been prepared on a comparable basis or may not be consistent with other sources. Similarly, this prospectus contains information based on or derived from internal company surveys, studies and research that has not been independently verified by third-party sources.
Industry data, projections and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Moreover, geographic markets and the industries we operate in are not rigidly defined or subject to standard definitions. Accordingly, our use of the terms referring to our geographic markets and industries such as online real estate advertising and property technology may be subject to interpretation, and the resulting industry data, projections and estimates may not be reliable. For these reasons, you should not place undue reliance on such information.
Fluctuations in foreign currency exchange rates will affect our financial results, which we report in Singapore Dollars.
We operate in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates. We earn revenue in Singaporean Dollars, Indonesian Rupiah, Thai Baht, Vietnamese Dong and Malaysian Ringgit among other currencies. Our consolidated financial statements are presented in Singapore Dollars, which is the functional currency of PropertyGuru. Fluctuations in the exchange rates between the various currencies that we use could result in expenses being higher or revenue being lower than would be the case if exchange rates were stable. For example, in 2022, the U.S. Dollar strengthened as the Federal Reserve increased interest rates to combat inflation, which caused certain of our U.S. Dollar-denominated operating costs to increase against the Singapore Dollar. In addition, as our cash holdings are primarily denominated in U.S. Dollars and translated into Singapore Dollars for inclusion in our consolidated financial statements, any fluctuation in the U.S. Dollar against the Singapore Dollar creates currency translation risk which may have an adverse effect on our financial position. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods. Furthermore, a substantial amount of our revenue is denominated in emerging markets currencies. Because fluctuations in the value of emerging markets currencies are not necessarily correlated, there can be no assurance that our results of operations will not be adversely affected by such volatility.
Fluctuations in foreign currency exchange rates may also create uncertainty for property developers and buyers, particularly where transactions are denominated in U.S. Dollars, which could adversely impact real estate markets in our Priority Markets and, in turn, adversely affect our business, financial condition and results of operations.
Political unrest, terrorist activities and other geopolitical risks could adversely affect our business, financial condition and results of operations.
Our operations could be disrupted by political unrest, terrorist activities and other geopolitical risks, including those arising from geopolitical conditions, political and social instability, acts of war or other similar events. It is possible that political, economic and social instability globally and in our markets may negatively impact economic growth, cause uncertainty and volatility in the financial markets, disrupt supply chains globally and in our markets, and may accordingly affect our business, results of operations and financial condition. We cannot predict the duration or outcome of these events and actions or whether future developments would have any material adverse impact on our business. These and other instabilities and any adverse changes in the political environment could increase our costs, increase our exposure to legal and business risks and disrupt our office operations or the business activities of our third-party suppliers or customers.
In February 2022, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.
In August 2022, Nancy Pelosi, the Speaker of the U.S. House of Representatives, visited Taiwan despite comments in opposition of the visit from the PRC government. The PRC government subsequently conducted military exercises in the region and imposed a ban on certain exports and imports with Taiwan. Against this backdrop of heightened tensions between China and the U.S. and Taiwan, if the relationship between mainland China and Taiwan continues to deteriorate, we cannot assure you that our supply chain, our industry and the global economy will not be affected, which may in turn adversely affect our business, financial condition and results of operations.
We are actively monitoring the situation in Ukraine and assessing its impact on our business. To date we have not experienced any material interruptions in our infrastructure, supplies, technology systems or networks needed to support our operations. We have no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict,
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and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant, could result in increases in commodity, logistics and input costs and could potentially have substantial impact on the global economy and our business for an unknown period of time. Apart from monitoring the situation in Ukraine, we also monitor sanctions measures imposed by the U.S. and the European Union. To the extent that any of the countries in which we operate, or the third-party suppliers or customers, become subject to any sanctions, we may be required to relocate our operations or terminate or suspend our existing contracts with the relevant supplier or customer. Any of the abovementioned factors could affect our business, financial condition and results of operations. Any such disruptions may also magnify the impact of other risks described in this prospectus.
Risks Related to Our Intellectual Property and Technology
Any failure to protect our information technology systems and platforms against security breaches (which includes physical and/or cybersecurity breaches either by external actors or rogue employees) or otherwise protect our confidential information or our platform users’ personally identifiable information could damage our reputation and brand and adversely affect our business, reputation, financial condition and results of operations.
Our information technology systems, including but not limited to online platforms, payment systems and certain third-party systems we use, store, analyze, process, handle and transmit confidential, proprietary and commercially sensitive information as well as personally identifiable information, entrusted to us by platform users. While we have implemented various procedures and controls intended to (i) increase the security for the confidential information held on (a) our premises, (b) our information technology systems, and (c) certain third party systems we use, and (ii) monitor and mitigate security and cybersecurity threats, there is a risk that the measures we take to protect such information and data are insufficient to prevent security breaches or other unauthorized access or disclosure of the information and data. Any security breach, data loss, or other compromise, including but not limited to those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption, whether intentional or inadvertent, could result in the access, public disclosure, loss or theft of our customers’ and employees’ confidential, sensitive and personal information, which could negatively affect our ability to attract new customers, result in significant reputational damage and subject us to significant lawsuits, regulatory fines, or other actions or liabilities, any of which could materially and adversely affect our business, reputation, financial condition and results of operations.
Further, we use a combination of third-party cloud computing services and co-located data centers. We do not control the physical operation of the co-located data centers we use or the operations of third-party cloud providers. Our and third-party operations may be exposed to security risks including but not limited to theft, computer viruses, denial-of-service attacks and other vulnerabilities out of our control. Any interruptions or delays in services from third parties, or any other material cybersecurity risks in our supply chain, could impair the delivery of our products and offerings and adversely affect our business, reputation, financial condition and results of operations. We depend on our third party suppliers and service providers in the course of operating our business, and we depend on such third parties to take appropriate measures to protect the security and integrity of their information and systems. We cannot assure you that the measures taken by us and our third party suppliers and service providers will be effective.
Our platform is constituted of many components and incorporates software that is intricately integrated with our business processes. Our business is dependent upon our ability to prevent system interruption on our platform.
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Our software, including but not limited to open-source software that is incorporated into our code, may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Viruses, worms and other malicious software programs, such as ransomware, may interfere with, or exploit security flaws in, our software products and services. This may jeopardize the security of information stored in a user’s computer or in our computer systems and may also cause interruptions on our platform. If we fail to combat these malicious applications, or our products and services have actual or perceived vulnerabilities, our reputation may be harmed, we may lose customers and user traffic may decline. This may result in an adverse effect on our business, reputation, financial condition and results of operations.
Various other security breaches may also cause system failures, including but not limited to flaws in third-party software or services, errors or misconduct by our employees or third-party service providers. In addition, we are subject to phishing scams from time to time, and such fraudulent activities by third parties aimed at us or our customers, may damage our reputation or result in a loss of users or advertisers, which could adversely affect our business, financial condition and results of operations.
Furthermore, cyber security organizations around the world have published warnings of increased cybersecurity threats to businesses, and external events, like the conflict between Russia and Ukraine, may increase the likelihood of cybersecurity attacks. We and our suppliers and service providers may be subject to retaliatory cyberattacks by state or non-state actors in response to economic sanctions and other political actions taken by governments in the North America or Europe.
Any actual, alleged or perceived failure to prevent a security breach or to comply with our cybersecurity policies or cybersecurity-related legal obligations, failure in our systems or networks, or any other actual, alleged or perceived data security incident we or our third party suppliers or service providers suffer, could result in damage to our reputation, negative publicity, increased costs to remedy any problems and provide any required notifications and consents, including to regulators and/or individuals, and otherwise respond to any incident, claims, regulatory investigations and enforcement actions, costly litigation, administrative fines and other liabilities. We would also be exposed to a risk of loss or litigation and potential liability under laws, regulations and contracts that protect the privacy and security of personal data. We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs and fees, diversion of internal resources, and reputational harm.
The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures. Further, we do not carry any cyber liability insurance, which may expose us to certain potential losses for damages or result in penalization with fines in an amount exceeding our resources.
We are subject to privacy, data protection and information security laws in the jurisdictions in which we operate, and these regulations could impose significant compliance burdens.
As PropertyGuru is a Singapore-incorporated company, we are, with regards to privacy legislation, subject principally to the Personal Data Protection Act 2012 (“PDPA”) in relation to the collection, use and/ or disclosure of personal data. See “Business—Regulations.” Similarly, there are personal data protection laws and regulations imposed on our group companies in each of the other Priority Markets and India, where a number of our employees are located. We have obligations under Malaysia’s Personal Data Protection Act 2010, Thailand’s Personal Data Protection Act 2022 (the “Thai PDPA”), India’s Information Technology Act 2000 and Vietnam’s data protection, personal information and privacy regulations set out in the Constitution 2013, the Civil Code 2015 and in sectoral laws including but not limited to Decree 53 and the Law on Cybersecurity 2018 and the Network Information Security Law to protect personal data and confidential information from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction of such information. In Indonesia, we are subject to the Law on Protection of Personal Data, which is subject to a two-year transitional period following its enactment in October 2022, as well as other laws and regulations governing personal data protection, including the Law on Electronic Information and Transactions. New personal data protection laws have also been proposed in Vietnam and India, where a number of our employees are located. While we have implemented cybersecurity measures to protect personal data and confidential information in accordance with applicable laws, any failure to comply with such data protection requirements as a result of cybersecurity attacks, data breaches and general unauthorized accesses to computers, networks and data may subject the Company to penalties, regulatory scrutiny and in the worst case, license suspension and additional liability, and we may incur additional significant costs to maintain or regain compliance. We may also incur significant time, resources and costs to comply with new personal data protection and information security laws or regulations or enhanced disclosure obligations that are implemented in any of the countries in which we operate or otherwise apply to us. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
We have also aligned our practices with the Practice Guidelines on Ethical Advertising issued by the Singapore Council for Estate Agencies (the “CEA Practice Guidelines”). The CEA Practice Guidelines seeks to provide estate agents and salespersons with clear and detailed guidelines on the use of advertisements to comply with the Code of Ethics and Professional Client Care (set out in the Estate Agents (Estate Agency Work) Regulations 2010) and establish best practices in advertisements. While our management has confirmed that we are not regulated by the Council for Estate Agencies, as a publisher of property listings, we nevertheless observe the CEA Practice Guidelines as a matter of best practice. Other than in Malaysia, where registered estate
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agents are required to comply with advertisement and publicity requirements, there are no similar regulations and guidelines in our other Priority Markets.
We are subject to many other laws and regulations, including but not limited to those related to intellectual property, protection of minors and property seeker protection. We are also subject to laws and regulations in our other Priority Markets which regulate our right to operate a business there, including but not limited to foreign ownership restrictions.
These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could materially harm our business, require changes to our business model or restrict our practices in certain jurisdictions. Whilst we monitor legal and regulatory developments in the places that we operate to implement measures and develop policies and procedures to address those laws and regulations, we cannot confirm that we are materially compliant with all such laws and regulations.
System interruption in our information systems and infrastructure including but not limited to system capacity constraints may adversely affect our business, financial condition and results of operations.
We rely on significant IT infrastructure and systems and the ongoing maintenance of the global, regional and local Internet infrastructure to provide the necessary data speed, capacity and security to allow us to offer viable services. We rely on third party providers for web hosting services, including Amazon Web Services which is our main hosting provider and in Vietnam where our infrastructure for web hosting is co-located in a shared data center facility. If the third party infrastructure or systems that we depend on were to fail for any reason, this may cause our portals to experience significant downtime or impaired performance, which could force traffic to our competitors.
The number of internet users and amount of Internet traffic has grown significantly, particularly in our Priority Markets. There can be no assurance that the internet infrastructure in our Priority Markets will continue to support the demands placed on it by continued growth. The reliability of the local infrastructure in our Priority Markets should also be considered. For example, power shortages in Indonesia resulting in reliance on generators can cause disruption to our systems.
While we invest significantly in our technology and infrastructure, there can be no guarantee that the technology and infrastructure investments that we have made will be sufficient to prevent system failures.
A disruption in our information technology network for any reason will test our redundancy infrastructure and systems, as well as other system interruption safeguards and protocols that we have implemented. If these systems, infrastructure, safeguards and protocols prove insufficient or fail, our ability to protect our data and intellectual property and to reliably service customers and consumers will be compromised. We have experienced minor system failures in the past and may again in the future. Our business continuity and disaster recovery planning cannot account for all possibilities and our IT infrastructure may remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, global pandemics, terrorist attacks, computer viruses, ransomware and similar events. Any significant disruption in our network or the services that we depend on could damage our reputation and brands and may result in a loss of our customers and consumers, which could adversely affect our business, financial condition and results of operations.
We rely on third party suppliers and service providers, many of whom have significant leverage over us.
Our business is dependent on maintaining relationships with key third party suppliers, data providers, information technology suppliers, and software and infrastructure providers. We use Amazon Web Services for a majority of our hosting and infrastructure requirements including but not limited to storage, networking and database management. Our relationship with Amazon Web Services is governed by their standard customer agreement, as supplemented by a pricing addendum which sets out the details of the services provided under the agreement. On December 19, 2021, we entered into a new pricing addendum with Amazon Web Services for a term of two years. The customer agreement, with the pricing addendum, or collectively the “AWS Agreement”, will expire on December 31, 2024. Amazon Web Services can change or discontinue services provided under the AWS Agreement from time to time, provided that they provide 12 months’ prior notice if such changes are material (except in certain situations, such as if such notice period would be economically or technically burdensome or cause Amazon Web Services to violate legal requirements). Amazon Web Services can also modify the AWS Agreement at any time by posting a revised version of the customer agreement or standard terms of service on their website or by notifying us, provided that they provide at least 90 days’ advance notice of any adverse changes. While we have in the past been able to renew our customer agreement with Amazon Web Services and expect to continue to do so in the future, there can be no assurance that we can continue to renew the AWS Agreement with Amazon Web Services upon its expiration on commercially favorable terms or at all or if the AWS Agreement is not terminated early pursuant to its terms. While we believe that we would be able to procure comparable services from alternative providers if required, our business and operations may be adversely affected in the short-term while we transition hosting and infrastructure services to such alternative providers. We advertise and rely on third-party websites and platforms, such as Google and Facebook, to drive traffic to our website and applications. Given the limited number of these suppliers, these suppliers can often exert significant market power and dictate contract terms. See also “—Risks Related to Our Business and Industry—We may not be able to attract a sufficient level of traffic to our websites and applications.”
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We obtain real estate sale transactions data under licenses from third-party data providers. We use this data to enable the development, maintenance and improvement of our data services (valuation and data consultancy) business. We have invested significant time and resources to develop proprietary algorithms, valuation models, software and practices to use and improve upon this specific data. We may be unable to renew our licenses with these data providers, or we may be able to do so only on terms that are less favorable to us, which could harm our ability to continue to develop, maintain and improve these information services and could adversely affect our business, financial condition and results of operations.
Our arrangements with such suppliers are typically governed by short-term service agreements which are entered into on the supplier’s standard terms and conditions and generally may be terminated for material breaches.
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There can be no assurance that we will be able to find alternative sources of technology or systems when needed on commercially reasonable terms, on a timely basis or at all. Any interruption in those services may disrupt our business operations causing damage to reputation and loss of customers. We may also experience an increase in the cost of doing business and a disruption in our ability to provide a simple and fast interface to our customers and consumers if we are unable to renew our contracts with key suppliers. Further, there can be no guarantee that we will be able to renew our supply contracts on similar terms or at all. Any change to our relationships with our key suppliers or the services they provide could adversely affect our business, financial condition and results of operations.
We may be unable to adequately protect our intellectual property, which could harm the value of our brands and our business. We may be subject to third party claims for intellectual property rights infringement.
Substantial elements of our websites, applications, databases and underlying technology, as well as our domain names and trademarks are proprietary in nature. The commercial value of our intellectual property is dependent in part on operational procedures to maintain confidentiality and legal protections provided by a combination of copyright, trademarks, confidentiality obligations on employees and third parties and other intellectual property rights. There is a risk that our intellectual property may be compromised, including but not limited to:
Infringement of our intellectual property may require us to commence legal actions, such as court or administrative proceedings, which could be costly, time consuming and potentially difficult to prevail in certain jurisdictions (such as proceedings that we brought to enforce certain copyright in Singapore in 2018, which were largely unsuccessful). Our failure to protect our intellectual property rights could erode our market position and adversely affect our business, financial condition and results of operations. Further, actions we take to protect our intellectual property may not succeed in preventing the misappropriation of our intellectual property and proprietary information. Alternatively, parties may make claims against us and may be able to obtain injunctive or other equitable relief that could prevent us from further developing or using our products. From time to time we may introduce new products or make other business changes, including but not limited to in areas where we currently do not compete, which may increase our exposure to intellectual property rights claims from competitors and other entities.
Any legal action that we may bring to protect our proprietary information or to defend our position could be time consuming, expensive and, ultimately, unsuccessful. In the event of a successful claim of infringement against us, we may be required to pay damages or obtain one or more licenses from the prevailing third party if available, which could cause us to incur substantial costs, or cease providing certain services, any of which may have an adverse effect on our business, financial condition and results of operations.
Our services utilize third-party open-source software components, which may pose particular risks to our proprietary software, technologies, products and services in a manner that could negatively affect our business.
We use open-source software in our services and will continue to use open-source software in the future. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. To the extent that our services depend upon the successful operation of open-source software, any undetected errors or defects in this open-source software could prevent the deployment or impair the functionality of our platform and consequently out ability to deliver services to customers, delay new solutions introductions, result in a failure of our platform, and injure our reputation.
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Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open-source software we use, or grant other licenses to our intellectual property. If we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release or license the source code of our proprietary software to the public. From time to time, we may be subject to claims asserting ownership of, or demanding release of, the source code, the open-source software and/or derivative works that were developed using such software, requiring us to provide attributions of any open-source software incorporated into our distributed software, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to re-engineer our software or change our products or services, any of which could adversely affect our business, financial condition and results of operations.
Risks Related to Regulatory Compliance and Legal Matters
Uncertainties with respect to laws and regulations in the countries in which we operate could adversely affect our business, financial condition and results of operations.
Our business is subject to a range of regulations, including but not limited to tax, privacy, data, competition and advertising legislation. There is a risk that governments and regulatory authorities may from time to time make changes to applicable laws and regulations which might make it more difficult or onerous for us to operate. Additionally, there is a risk that laws and policies in emerging markets may change at short notice, and that while changes can generally be expected to operate prospectively, from time to time they may also be given retrospective effect. Such changes, particularly (but not exclusively) those made retrospectively, may result in us not being in compliance with applicable laws with the result that we may incur penalties.
Given the number of countries in which we operate, there is a risk that there may be inconsistencies between laws and policies with which we are required to comply in those countries, which may make it difficult for us to be compliant with all of those laws at the same time. In emerging markets, there are also risks that the regulatory authorities’ interpretation of laws and the manner in which they enforce those laws may be inconsistent and differ from our own interpretation of such laws. This may make it difficult to understand, with certainty, the nature and extent of our obligations.
Any interpretation of laws and practice that is contrary to the view of those laws and practice taken by us may adversely affect our liabilities or expose us to legal, regulatory or other actions. Inconsistent enforcement of laws also creates compliance risks as it may make it difficult to engage with regulatory authorities on compliance matters. Such inconsistency may also result in variability in the penalties associated with any non-compliance. Appeals against the enforcement actions taken by regulatory authorities in the places where we operate may not be possible, may take a long time to conclude, carry significant costs and risks and the results may be uncertain and involve external influences outside our control.
Any significant changes to regulations that affect the fundamental structure of the real estate market in our Priority Markets, such as regulations in respect of the role of real estate agents, could adversely affect our business, financial condition and results of operations. In addition, if data privacy laws similar to the European Union's General Data Protection Regulation were to be introduced in the jurisdictions in which we operate or if we conclude that the breadth of such laws may impact users of our platforms, there would be greater restriction on our use of data and higher compliance costs associated with meeting those standards.
Governments may also introduce regulatory measures that have an adverse impact on the real estate market and, in turn, adversely affect our business, financial condition and results of operations. For example, in 2018, the Singapore government introduced regulations to raise Additional Buyer’s Stamp Duty rates and tighten loan-to-value limits on residential property purchases, in an effort to slow the real estate market and regulate price increases. In December 2021, the Singapore government further raised Additional Buyer’s Stamp Duty and tightened loan-to-value limits on residential property purchases and the total debt servicing ratio threshold for property loans. In February 2022, the Singapore government announced changes to Singapore’s tax regime that included increases in property tax rates for certain residential properties in 2023 and 2024, and in September 2022 further cooling measures were introduced to moderate demand for certain resale residential properties and promote prudent borrowing in the face of rising interest rates. In February 2023, the Singapore government increased buyer’s stamp duty for higher value residential and non-residential properties. In the second quarter of 2022, the State Bank of Vietnam required banks in Vietnam to take certain measures to control credit growth, including controlling loans for real estate. Such measures have significantly limited both consumers’ and developers’ access to credit, which has suppressed the real estate market in Vietnam and reduced demand for our platform, products and services in Vietnam in the fourth quarter of 2022. In September 2022, the Vietnamese government imposed more stringent conditions and requirements on the private placement of bonds and enhanced disclosure requirements, which have heavily impacted property developers’ access to capital. In addition, the Ministry of Finance in Vietnam has approved tax reform strategy for 2030, under which the government is expected to raise taxes on land and housing in Vietnam. We are unable to predict the timing and impact of such policies on the real estate market and our business and there can be no assurance that any such measures will not have a material adverse effect on our business, financial condition and results of operations.
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We may not achieve the intended tax efficiencies of our corporate structure and intercompany arrangements, which could increase our worldwide effective tax rate.
Our corporate structure and intercompany arrangements, including but not limited to the manner in which we conduct our intercompany and related party transactions, are intended to provide us with worldwide tax efficiencies. The application of tax laws of various jurisdictions to our business activities is subject to interpretation and also depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. Tax authorities may also adopt different interpretations or may revise laws, regulations or interpretations, potentially with retrospective effect, in ways that adversely affect our business, financial condition and/or results of operations. The tax authorities of jurisdictions where we operate may challenge our methodologies for intercompany and related party arrangements, including but not limited to transfer pricing, or determine that the manner in which we operate does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and adversely affect our business, financial position and results of operations.
A certain degree of judgment is required in evaluating our tax positions and determining our provision for income taxes. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by lower than anticipated earnings in markets where we have lower statutory rates and higher than anticipated earnings in markets where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. Any of these factors could adversely affect our business, financial position and results of operations.
We could face uncertain tax liabilities in various jurisdictions in which we operate, which could adversely impact our operating results.
We are subject to the tax laws and policies of each of the countries in which we operate. Since legislation and other laws and regulations (particularly in relation to tax) in emerging markets, such as the markets where we operate, are often undeveloped and the interpretation, application and enforcement of tax laws and policies in emerging market countries is uncertain, there is a risk that we may be unable to determine our taxation obligations with certainty.
We obtain external tax advice from time to time on the application of tax laws to our operations. Due to the aforementioned challenges of interpretation and consistency of application and enforcement, obtaining such advice may be difficult and opinions on the law may differ. The determination of our provision for tax liabilities requires significant judgment and estimation and there are classifications, transactions and calculations where the ultimate tax payable is uncertain.
Our tax exposure and obligations exist in each of the jurisdictions in which we presently operate and may arise in other jurisdictions in the future in the event that we commence operations in such new jurisdictions, either organically or through acquisitions. These risks may increase when we acquire a business, particularly to the extent that there are limitations or restrictions on the scope or nature of the financial, tax and other due diligence investigations that we are able to undertake in connection with the acquisition, or where the vendors withhold material information. Given the nature of our business, we are also exposed to the general changes in digital taxation policy that are happening globally.
From time to time, we establish provisions to account for uncertainties as well as timing and accounting differences in respect of income tax and indirect taxes, including but not limited to in relation to businesses that are acquired by us. While we have established our tax and other provisions using assumptions and estimates that we believe to be reasonable, these provisions may prove insufficient given the risks and uncertainties inherent in the taxation systems in the countries where we operate. Any adverse determinations by a revenue authority in relation to our tax obligations may have an adverse effect on our business, financial condition and results of operations, and may adversely impact our operations in the relevant jurisdiction and our reputation.
Our subsidiaries in Thailand and Vietnam are subject to foreign ownership restrictions under local laws, and there are inherent risks in our ownership arrangements in these countries.
The laws and regulations in some of the jurisdictions in which we operate place restrictions on foreign investment and ownership.
Pursuant to the Thai Foreign Business Operations Act, B.E. 2542 (1999), or the FBOA, a person or entity that is “Non-Thai” (as defined in the FBOA) cannot conduct certain restricted businesses in Thailand, including the businesses that our Thai entities, namely, AllProperty Media, PGI Thailand, Kid Ruang Yu Co., Ltd. and Prakard IPP Co., Ltd., operate, unless an appropriate license is obtained. Accordingly, non-Thai companies with Thai businesses and operations in restricted businesses under the FBOA may opt to partner with a Thai local resident or a Thai juristic person who is not deemed a foreigner under the FBOA, in order to comply with these foreign ownership requirements. We have partnered with Mr. Ohm Ammaramorn (“Mr. Ammaramorn”), a Thai individual, to comply with the foreign ownership requirements under Thai law. Mr. Ammaramorn owns approximately 51.22% of shares in our main Thai business holding company, i.e. DDProperty Media, which directly holds 50.001% of the shares in AllProperty Media and 1% of the shares in PGI Thailand.
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Mr. Ammaramorn’s shareholding is comprised of preference shares. PropertyGuru owns approximately 48.73% of shares in DDProperty Media, and PropertyGuru International (Malaysia) Sdn Bhd owns the remaining approximate 0.05%. Our Thai counsel, Chandler MHM Limited, is of the opinion that the ownership structure of DDProperty Media is technically in compliance with the FBOA and thus that the ownership structure of AllProperty Media is technically in compliance with the FBOA based on, among other things, the fact that a majority of the share capital of DDProperty Media is held by Mr. Ammaramorn, a Thai national who is a genuine partner, for his own benefit and the source of funds to purchase the shares was from his own account. However, there can be no assurance that the Ministry of Commerce of Thailand will not interpret the FBOA or evaluate the shareholding structures or shareholding arrangements of our Thai entities differently and hence reach a different conclusion about the validity of these arrangements, which could lead to an action being brought in the Thai courts.
Although Mr. Ammaramorn’s preference shares provide minimal voting and dividend rights, the presence of an outside shareholder creates risks which arise from the fact that their interests may not align with ours and they may have certain rights under local law. In addition, if Mr. Ammaramorn were to cease his partnership with us due to the termination of the contractual arrangement or if we exercise our call option with respect to Mr. Ammaramorn’s shares (for example, in the event of his demise or incapacity), we would be required to find another Thai partner or the non-Thai companies as defined under the FBOA with operations in restricted businesses under the FBOA, i.e., AllProperty Media, may be required to obtain a license under the FBOA so that they can continue to operate their business without interruption and in compliance with foreign ownership restrictions under the FBOA.
As foreign owned companies that provide advertising services, our Vietnamese businesses PG Vietnam and Do Thi are required to have a local stakeholder that has already registered for advertising under its business registration with the competent licensing authorities of Vietnam. It is necessary for such non-Vietnamese owned companies who require a qualified stakeholder to partner with a Vietnamese company that has the registered business line of advertising to act as a shareholder, in order for the non-Vietnamese owned companies to include advertising as part of their business scope. Accordingly, we have partnered with Red Soil Vietnam Company Limited and Mr. Nguyen Duc Thang in order to comply with these licensing requirements. Red Soil Vietnam Company Limited currently holds 0.00055% of the shares in PG Vietnam, Mr. Nguyen Duc Thang holds 0.00055% of the shares in PG Vietnam, and PropertyGuru holds the remaining 99.9989%. Red Soil Vietnam Company Limited currently holds 0.0001% of the charter capital of Do Thi, while PG Vietnam holds the remaining 99.9999%. Our Vietnamese counsel, Russin & Vecchi, is of the opinion that the ownership structures of Vietnam and Do Thi are compliant with the Schedule of Specific Commitments in Services under Vietnam’s Commitments to the World Trade Organization upon its accession, Law no. 59/2020/QH14 on Enterprises (“Enterprise Law”) / Law no. 61/2020/QH14 on Investment (“Investment Law”), and Law no. 16/2012/QH13 on Advertisement (“Advertisement Law”), based on, amongst other things, the satisfaction by PG Vietnam and Do Thi and their respective shareholders of the applicable regulatory requirements in terms of business registration under these legal frameworks. However, there can be no assurance that the competent authorities of Vietnam will not interpret the Enterprise Law or Investment Law or evaluate the shareholding structures or shareholding arrangements of our Vietnamese entities differently and hence reach a different conclusion about the validity of these arrangements, which could lead to administrative orders imposing penalties and requesting remedial actions be taken.
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The Thai and Vietnamese foreign ownership laws and their current interpretations may be modified by the relevant authorities in the future. Such changes in these laws or a different interpretation of current laws could adversely affect the compliance of our Thai and Vietnamese entities with applicable foreign ownership requirements. If our foreign ownership arrangements in these countries are successfully challenged or if changes in laws or legal interpretations render our arrangements invalid, we may face a range of consequences, including civil and criminal penalties against our local entities and their shareholders, monetary penalties, restrictions or suspension on operations and the need to reorganize our ownership arrangements in these countries.
We may be subject to capital controls and other tax laws.
Capital controls and tax laws in our Priority Markets outside of Singapore could limit our ability to move capital from our operating subsidiaries within our group, which could adversely impact our ability to access profits from our subsidiaries and allocate capital efficiently within the group. These capital controls and tax laws may arise from government regulation or tax restrictions that prevent profits from being transferred between group entities, whether in the form of clearances or withholding taxes.
Capital controls in jurisdictions where property investors are based (such as China) could also have a material adverse effect on our business to the extent that such capital controls restrict or deter foreign investment in real estate located in our Priority Markets.
Changes in, or failure to comply with, competition and antitrust laws could adversely affect our business, financial condition and results of operations.
We are subject to competition and antitrust laws and regulations in the jurisdictions in which we operate. The governments in our Priority Markets may scrutinize our operations and enforce competition laws and may allow our competitors or customers to assert claims of anti-competitive conduct. Our strategy to increase prices for our services and products across our Priority Markets may result in customers alleging that our prices are too high due to anti-competitive conduct. As a result of such potential allegations of anti-competitive conduct, we may be subject to litigation and other claims and disputes in the course of conducting our business. There is also a risk that one or more jurisdictions in our Priority Markets may impose or propose to impose new competition or antitrust laws which might have an adverse effect on our future financial performance or market position. In addition, given our current market position in our Priority Markets, governmental agencies and regulators in these jurisdictions may, among other things, prohibit future acquisitions, divestitures, or combinations we plan to execute as part of our business strategy. In the case of potential acquisitions or combinations, governmental agencies and regulators may also impose significant fines or penalties, require divestiture of certain of our assets, or impose other restrictions that limit or require us to modify our operations, including but not limited to limitations on our contractual relationships with our agent and developer customers or restrictions on our pricing models. Any such limitations or imposition of fines by governmental agencies may affect the way we do business, increase our costs and materially impact our ability to generate revenue from the sale of our services and products.
We are from time to time involved in, and may in the future be subject to, litigation and other claims and disputes in the course of our business.
We may be subject to litigation and other claims and disputes in the course of our business including but not limited to contractual and employee disputes, indemnity claims, occupational health and safety claims or criminal or civil proceedings in the course of our business. As we are a publisher of content (as opposed to a producer of content), we may become subject to proceedings or actions in respect of misleading statements or other content uploaded by our customers and displayed on our digital property marketplaces. The cost of responding to and settling claims (whether or not such claims have merit), including but not limited to diversion of resources, and any fines or other actions levied or taken against us, could adversely affect our business, financial condition and results of operations.
Risks Related to Ownership of Securities in the Company
Certain existing shareholders have substantial influence over the Company and their interests may not be aligned with the interests of the Company’s other shareholders.
The TPG Investor Entities, the KKR Investor and REA Asia Holding Co. Pty Ltd (“REA”), in aggregate, beneficially own shares representing approximately 70.9% of the outstanding ordinary shares in the Company, as of December 31, 2022. As a result, two or more of these shareholders, if they choose to act together and make up a majority of the outstanding ordinary shares the Company, will be able to influence the Company’s management and affairs and all matters requiring shareholder approval, including the election of the Company’s directors and approval of significant corporate transactions. The Amended Articles and Shareholders’ Agreement provide that the TPG Investor Entities may jointly appoint one director, provided that the TPG Investor Entities collectively hold in aggregate at least 7.5 per cent. of the issued share capital of the Company; the KKR Investor may appoint one director, provided that the KKR Investor and its affiliates collectively hold in aggregate at least 7.5 per cent. of the issued share capital of the Company; and REA may appoint one director, provided that REA holds at least 7.5 per cent. of the issued share capital of the Company and subject to (i) the possibility of REA losing such appointment right in the event of a breach of certain provisions of the Shareholders’ Agreement and (ii) such director appointed by REA being subject to certain
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additional requirements that do not apply to the directors appointed by either the TPG Investor Entities or the KKR Investor. REA is also granted certain rights of first offer in relation to certain share transfers under the Amended Articles and the Shareholders’ Agreement. For more information, see “Certain Relationships and Related Person Transactions—Transactions Related to the Business Combination—Shareholders’ Agreement” and “Description of Securities—Transfers of Shares.”
Some of these persons or entities may have interests different than yours. For example, these shareholders purchased their shares at prices below the current value of our ordinary shares and have held our ordinary shares for a longer period, and they may be more interested in selling the Company to an acquirer than other investors, or they may want us to pursue strategies that deviate from the interests of other holders of ordinary shares the Company. The concentration of ownership also may contribute to the low trading volume and volatility of our ordinary shares.
Certain existing shareholders purchased securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.
Certain shareholders in the Company, including certain of the Selling Securityholders, acquired ordinary shares or warrants in the Company at prices below the current trading price of our ordinary shares, and may experience a positive rate of return based on the current trading price.
Prior to the Business Combination, the KKR Investor subscribed for an aggregate 1,204,234 PropertyGuru Shares at a weighted average purchase price of S$268.61 per share (which were canceled and exchanged for 43,475,124 ordinary shares representing a translated weighted average purchase price of $5.47) and 112,000 PropertyGuru warrants at no additional consideration (which were canceled and exchanged for one warrant in the Company and subsequently expired without being exercised on September 13, 2022), and the TPG Investor Entities subscribed for an aggregate 1,343,357 PropertyGuru Shares at a weighted average purchase price of S$192.93 per share (which were canceled and exchanged for 48,497,728 ordinary shares representing a translated weighted average purchase price of $3.93 per share). Prior to the Business Combination, in connection with the Company’s acquisition of the Project Panama Entities from iProperty, REA subscribed for an aggregate 636,815 PropertyGuru Shares at a purchase price of S$311.7074818 per share (which were canceled and exchanged for 22,990,226 ordinary shares representing a translated purchase price of $6.34 per share). As indicated above, following the consummation of the Business Combination, each PropertyGuru Share issued and outstanding immediately prior to the Amalgamation Effective Time was automatically canceled and converted into such fraction of a newly issued ordinary shares in the Company equal to the Exchange Ratio in accordance with the terms of the Business Combination Agreement. The Sponsor paid an aggregate of $25,000 for the 7,475,000 Bridgetown 2 Class B Ordinary Shares currently owned by the Sponsor, its directors and certain other advisors and/or affiliates of the Sponsor to whom the Sponsor has transferred Bridgetown 2 Class B Ordinary Shares. Following the Business Combination, each Bridgetown 2 Class B Ordinary Share was converted on a one-for-one basis to ordinary shares in the Company. In connection with the PIPE Financing, the PIPE Investors (including REA) paid $131,930,680 to purchase an aggregate of 13,193,068 ordinary shares in the Company for $10.00 per share. The Sponsor paid $6,480,000 to purchase an aggregate of 12,960,000 private placement warrants at a price of $0.50 per private placement warrant, each exercisable to purchase one Bridgetown 2 Class A Ordinary Share at $11.50, subject to adjustment. In connection with the Business Combination, the Sponsor’s 12,960,000 private placement warrants were exchanged for 12,960,000 warrants of the Company, the exercise of which will result in the issuance of 12,960,000 ordinary shares at a price of $11.50 per ordinary share. For more details on the foregoing transactions, see “Certain Relationships and Related Person Transactions.” On March 14, 2023 the last reported sale price of our ordinary shares as reported on NYSE was $4.49 per share. Holders of our warrants are less likely to exercise their warrants so long as the exercise prices of their warrants exceed the market price of our ordinary shares. There is no guarantee that our warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless. As such, any cash proceeds that we may receive in relation to the exercise of the warrants overlying shares being offered for sale in this prospectus will be dependent on the trading price of our ordinary shares.
Given the relatively lower purchase prices that some of our shareholders paid to acquire ordinary shares and exercise prices that some of our shareholders may pay to exercise warrants to acquire ordinary shares in the Company compared to the current trading price of our ordinary shares, these shareholders in some instances will earn a positive rate of return on their investment, which may be a significant positive rate of return, depending on the market price of our ordinary shares at the time that such shareholders choose to sell their ordinary shares. Investors who purchase our ordinary shares on the NYSE may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price. Based on the last reported sale price of our ordinary shares referenced above and their respective purchase prices, (a) the TPG Investor Entities may experience potential profit of up to $0.56 per share; and (b) the Sponsor may experience potential profit of up to $4.49 per share. Based on the last reported sale price of our ordinary shares referenced above and their respective purchase prices, the KKR Investor and REA will not be making a profit on their investments.
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The market price and trading volume of our ordinary shares and warrants may be volatile and could decline significantly.
The stock markets, including the NYSE on which our ordinary shares are listed, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for our ordinary shares and warrants, the market prices of our ordinary shares and warrants may be volatile and could decline significantly. In addition, the trading volumes in our ordinary shares and warrants may fluctuate and cause significant price variations to occur. If the market prices of our ordinary shares and warrants decline significantly, you may be unable to resell your ordinary shares and warrants at or above the market price of our ordinary shares and warrants as of the date immediately following the offering. There can be no assurance that the market prices of our ordinary shares and warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:
In addition, low trading volume for our ordinary shares and warrants may occur if, among other reasons, an active trading market does not develop. This would amplify the effect of the above factors on the price volatility of our ordinary shares and warrants.
The stock markets have also experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, the Company could incur substantial costs and our management’s attention and resources could be diverted.
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We may issue additional ordinary shares or other equity or convertible debt securities without approval of the holders of our ordinary shares, which would dilute existing ownership interests and may depress the market price of our ordinary shares.
We may continue to require capital investment to support our business, and we may issue additional ordinary shares or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of our ordinary shares in certain circumstances.
Our issuance of additional ordinary shares or other equity or convertible debt securities would have the following effects: (i) our existing shareholders’ proportionate ownership interest in the Company may decrease; (ii) the amount of cash available per share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of each previously outstanding ordinary share may be diminished; and (iv) the market price of our ordinary shares may decline.
Furthermore, employees, directors and consultants of the Company and affiliates hold, and are expected to be granted equity awards under the New 2016 Plan (as defined below), the New 2018 Plan (as defined below), the New NED Plan (as defined below), the New Omnibus Plan (as defined below) and/or the New RSU Plan (as defined below). You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercised, as applicable, for our ordinary shares. See “Board of Directors and Executive Management—Equity Incentive Plans.”
Our warrants are exercisable for ordinary shares in the Company, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.
Warrants to purchase an aggregate of 12,960,000 ordinary shares in the Company are exercisable in accordance with the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement governing those securities. The exercise price of these warrants is $11.50 per share.
To the extent such warrants are exercised, additional ordinary shares in the Company will be issued, which will result in dilution to the holders of our ordinary shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our ordinary shares. However, there is no guarantee that our warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless.
If securities or industry analysts do not publish or maintain research, publish inaccurate or unfavorable research or cease publishing research about us, our share price and trading volume could decline significantly.
The trading market for our ordinary shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of the Company, or if these securities or industry analysts are not widely respected within the general investment community, the demand for our ordinary shares could decrease, which might cause our share price and trading volume to decline significantly. In the event that we obtain securities or industry analyst coverage or, if one or more of the analysts who cover the Company downgrade their assessment of the Company or publish inaccurate or unfavorable research about our business, the market price and liquidity for our ordinary shares could be negatively impacted.
The securities being offered in this prospectus represent a substantial percentage of our outstanding ordinary shares, and the sales of such securities could cause the market price of our ordinary shares to decline significantly, even if our business is doing well.
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The ordinary shares being registered for resale by the Selling Securityholders in this prospectus (including ordinary shares underlying warrants, options and RSUs) constitute 91.1% of our ordinary shares issued and outstanding together with the ordinary shares underlying warrants, share options and restricted stock units held by the Selling Securityholders as of December 31, 2022. The Selling Securityholders will be able to sell their ordinary shares for so long as the registration statement, of which this prospectus forms a part, is available for use or pursuant to an exemption from registration under the Securities Act. The market price of our ordinary shares could decline if the Selling Securityholders sell a significant portion of our ordinary shares or are perceived by the market as intending to sell them. Pursuant to the Sponsor Support Agreement, certain of our shareholders are restricted, subject to certain exceptions, from selling any of our ordinary shares that they received as a result of the Business Combination, which restrictions will expire and therefore additional ordinary shares in the Company will be eligible for resale at such time. Under the Sponsor Support Agreement, the Sponsor is restricted, subject to certain exceptions, from selling any of our ordinary shares that it received as a result of the Business Combination until the earlier of (i) March 17, 2023; (ii) the date on which the Company completes any amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares in the Company for cash, securities or other property following the consummation of the Business Combination; (iii) the date on which any of the KKR Investor and/or the TPG Investor Entities transfers any equity security of the Company or the date that any of their transferees (which received equity securities of the Company pursuant to the last sentence of this subsection) transfers any equity security of the Company. Notwithstanding the foregoing, this subsection shall not be triggered by a transfer by any of the KKR Investor and/or the TPG Investor Entities permitted under section 4.5(a) of the PropertyGuru Shareholder Support Agreement; and (iv) the first date on which the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Business Combination. See “Securities Eligible for Future Sales—Lock-up Agreements.” Subject to the PropertyGuru Shareholder Support Agreement, certain shareholders party thereto may sell ordinary shares in the Company pursuant to Rule 144 under the Securities Act, if available. In these cases, the resales must meet the criteria and conform to the requirements of that rule.
Upon expiration or waiver of the applicable lock-up periods, and upon effectiveness of this registration statement which the Company is filing pursuant to the Registration Rights Agreement and the PIPE Subscription Agreements, or upon satisfaction of the requirements of Rule 144 under the Securities Act, certain of our shareholders may sell large amounts of ordinary shares in the Company in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the Company’s share price or putting significant downward pressure on the price of our ordinary shares. See “Securities Eligible for Future Sales—Registration Rights” and “Securities Eligible for Future Sales—Rule 144.”
The sale of substantial amounts of our ordinary shares being offered in this prospectus, or the perception that such sales could occur, could harm the prevailing market price of our ordinary shares. These sales, or the possibility that these sales could occur, could harm the prevailing market price of shares of our ordinary shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Furthermore, we believe the likelihood that warrant holders will exercise their warrants, and therefore any cash proceeds that we may receive in relation to the exercise of the warrants overlying shares being offered for sale in this prospectus, will be dependent on the trading price of our ordinary shares. If the market price for our ordinary shares is less than the exercise price of $11.50 for our warrants, we believe warrant holders will be unlikely to exercise their warrants. On March 14 2023, the last reported sale price of our ordinary shares as reported on NYSE was $4.49 per share.
The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.
As a public company, we have and will continue to incur additional legal, accounting and other expenses. We are now subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the NYSE listing requirements and other applicable securities rules and regulations. These expenses may increase even more if we no longer qualify as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.
Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We expect these laws and regulations to increase our legal and financial compliance costs and to render some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.
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Our management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing its growth strategy, which could prevent us from improving our business, financial condition and results of operations. Furthermore, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and consequently we may be required to incur substantial costs to obtain such coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and prospects. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit and risk committee, remuneration committee and nominating committee, and qualified executive officers.
We may in the future be subject to threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could have an adverse effect on our business, financial condition, results of operations and prospects.
We are an “emerging growth company” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors, which could have a material and adverse effect on us, including our growth prospects.
We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination (being March 17, 2027), (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we issued more than $1.0 billion in non-convertible debt during the prior three-year period. We intend to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Furthermore, even after we no longer qualify as an “emerging growth company,” as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, and current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.
As a result, our shareholders may not have access to certain information they deem important. We cannot predict if investors will find our ordinary shares less attractive because we rely on these exemptions. If some investors do find our ordinary shares less attractive as a result, there may be a less active trading market and share price for our ordinary shares may be more volatile.
We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S.
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domestic issuers. Accordingly, you may receive less or different information about the Company than you would receive about a U.S. domestic public company.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made on June 30, 2023.
In the future, we could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements, including costs related to the preparation of financial statements in accordance with U.S. GAAP, and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.
We currently report, and will continue to report, financial results under IFRS, which differs in certain significant respect from U.S. GAAP.
We currently report, and will continue to report, financial results under IFRS. There are and there may in the future be certain significant material differences between IFRS and U.S. GAAP. As a result, financial information and reported earnings of the Company for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those of companies that prepare financial statements under U.S. GAAP.
As a company incorporated in the Cayman Islands, the Company is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if the Company complied fully with the NYSE corporate governance listing standards.
The Company is a foreign private issuer as such term is defined in Rule 405 under the Securities Act and is a company incorporated in the Cayman Islands that is listed on the NYSE. The NYSE market rules permit a foreign private issuer like the Company to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is the Company’s home country, may differ significantly from the NYSE corporate governance listing standards applicable to domestic U.S. companies.
Among other things, we are not required to have: (i) a majority of the board of directors consist of independent directors; (ii) a compensation committee consisting of independent directors; (iii) a nominating committee consisting of independent directors; (iv) regularly scheduled executive sessions with only independent directors each year; or (v) annual shareholders' general meetings.
We intend to rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE applicable to U.S. domestic public companies.
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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because the Company is incorporated under the law of the Cayman Islands, the Company conducts substantially all of its operations and a majority of its directors and executive officers reside outside of the United States.
The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands, and conducts a majority of its operations through its subsidiary, PropertyGuru, outside the United States.
Substantially all of our assets are located outside the United States. A majority of our officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against us or against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under the applicable securities laws or otherwise and it will be difficult to effect service of process within the United States upon our officers or directors, or enforce judgments obtained in United States courts against our officers or directors. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the jurisdictions that comprise the Southeast Asian region could render you unable to enforce a judgment against our assets or the assets of our directors and officers. In addition, it is unclear if any applicable extradition treaties now in effect between the United States and Southeast Asia markets would permit effective enforcement of criminal penalties of U.S. federal securities laws.
In addition, our corporate affairs are governed by the Amended Articles, the Cayman Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to the Company under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands (except for those decisions handed down from the Judicial Committee of the Privy Council to the extent that these have been appealed from the Cayman Islands courts). The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like the Company have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, a list of the current directors of the company and the register of mortgages and charges) or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under the Amended Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but the Company is not obliged to make them available to the shareholders (subject to limited circumstances in which an inspector may be appointed to report on the affairs of the Company). This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. See “Description of Securities—Inspection of Books.”
The courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
Certain corporate governance practices in the Cayman Islands, which is the Company’s home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
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The ability of our subsidiaries in certain Southeast Asia markets to distribute dividends to us may be subject to restrictions under their respective laws.
The Company is a holding company, and our subsidiaries are located throughout Southeast Asia in Vietnam, Thailand, Singapore, Malaysia and Indonesia. Part of our primary internal sources of funds to meet our cash needs will be our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from our subsidiaries in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable laws and regulations in these markets.
It is not expected that the Company will pay dividends in the foreseeable future.
It is expected that the Company will retain most, if not all, of its available funds and any future earnings after the Business Combination to fund the development and growth of its business. As a result, it is not expected that the Company will pay any cash dividends in the foreseeable future.
Our board of directors will have complete discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that the ordinary shares in the Company will appreciate in value or that the trading price of the shares will not decline. Holders of the ordinary shares in the Company should not rely on an investment in ordinary shares in the Company as a source for any future dividend income.
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Risks Relating to Taxation
We may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors in our ordinary shares or warrants.
Special U.S. federal income tax rules apply to U.S. persons owning shares of a “passive foreign investment company” (a “PFIC”). If we are treated as a PFIC for any taxable year during which an investor subject to U.S. federal income taxation holds shares, the investor may be subject to certain material adverse tax consequences upon a sale, exchange, or other disposition of our ordinary shares or warrants, or upon the receipt of distributions (including deemed distributions) in respect of our ordinary shares or warrants.
Based on the current and anticipated value and composition of our income and assets, including the income and assets of our subsidiaries, we do not expect that we will be treated as a PFIC for U.S. federal income tax purposes for our current taxable year or for foreseeable future years. Whether we are a PFIC for any taxable year, however, is a factual determination that must be made annually after the close of the taxable year. Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our ordinary shares, our PFIC status may depend in part on the market price of our ordinary shares, which may fluctuate significantly. In addition, our PFIC status may depend on how quickly we use the cash we received in the Business Combination and any future cash we receive including upon exercise of the warrants. Therefore, there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any future taxable year. No rulings from the U.S. Internal Revenue Service, or the IRS have been or will be sought with respect to our status as a PFIC. If the IRS were to assert that, contrary to our expectation, we are a PFIC in the current taxable year or a future year, there would be adverse tax consequences to investors. Potential investors are strongly advised to consult their own advisors regarding the consequences to them if we were to be considered a PFIC. Please see “Taxation—Certain Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company.”
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USE OF PROCEEDS
All of the ordinary shares and warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective amounts. We will not receive any of the proceeds from these sales.
We will receive up to an aggregate of $149,040,000.00 from the exercise of the warrants being offered for sale in this prospectus at an exercise price of $11.50 per ordinary share, assuming the exercise in full of 12,960,000 warrants for cash. There is no assurance that our warrants will be in the money prior to their expiration or that the holders of the warrants will elect to exercise any or all of such warrants. We believe the likelihood that warrant holders will exercise their warrants, and therefore any cash proceeds that we may receive in relation to the exercise of the warrants overlying shares being offered for sale in this prospectus, will be dependent on the trading price of our ordinary shares. If the market price for our ordinary shares is less than the exercise price of $11.50 per ordinary share for our warrants, we believe warrant holders will be unlikely to exercise their warrants. To the extent that any warrants are exercised on a “cashless basis” under the limited circumstances in which such exercises are permitted, the amount of cash we would receive from the exercise of the warrants will decrease. We expect to use the net proceeds from the exercise of the warrants, if any, for general corporate purposes, which may include acquisitions or other strategic investments. We will have broad discretion over the use of any proceeds from the exercise of the warrants.
The Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, NYSE listing fees and fees and expenses of our counsel and our independent registered public accounting firm.
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DIVIDEND POLICY
The Company has never declared or paid any cash dividends. The Company’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that the Company will retain its earnings for use in business operations and, accordingly, it is not anticipated that the Company’s board of directors will declare dividends in the foreseeable future. The Company has not identified a paying agent.
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CAPITALIZATION
The following table sets forth our capitalization as of December 31, 2022.
The information in this table should be read in conjunction with the financial statements and notes thereto and other financial information included in this prospectus and any prospectus supplement and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Our historical results do not necessarily indicate our expected results for any future periods.
| As of December 31, 2022 |
| (S$ in thousands) |
Cash and cash equivalents | 309,233 |
Shareholders’ equity/(deficit) |
|
Share capital | 1,081,320 |
Reserves | 1,516 |
Accumulated losses | (448,576) |
Total shareholders’ equity | 634,260 |
Total capitalization | 634,260 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Forward-Looking Statements” sections and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.
For a discussion of our results in the year ended December 31, 2020 compared to the year ended December 31, 2019 and certain comparative numbers in fiscal 2019, please refer to “PropertyGuru Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the prospectus that we filed with the SEC on December 7, 2021 relating to our Registration Statement on Form F-4 as amended (File No. 333-261517).
Company Overview
We are the leading PropTech company in Southeast Asia, with leading Engagement Market Shares in Singapore, Vietnam, Malaysia and Thailand, based on SimilarWeb data between July 2022 and December 2022. Our mission is to help people make confident property decisions through relevant content, actionable insights and world-class service. Our platforms provide: (1) online property listings to match buyers, sellers, tenants and landlords; (2) digital and marketing services for developers; (3) a digital mortgage marketplace and brokerage; (4) a data services business for enterprise clients including property agencies, developers, valuers and banks; (5) sales process and workflow automation software for developers; and (6) an online marketplace that connects homeowners and tenants with verified home service providers.
Non-IFRS Financial Measures and Key Performance Metrics
We manage our business by tracking several non-IFRS financial measures and key performance metrics through our internal analytics systems. For our group and each of our Priority Markets, we monitor our Adjusted EBITDA, Adjusted EBITDA Margin and Engagement Market Share. We monitor additional performance metrics in Singapore and Vietnam where we operate businesses that are in more mature stages of growth. For our business in Singapore, we monitor our number of agents, ARPA and renewal rate. For our business in Vietnam, we monitor our number of listings and average revenue per listing.
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The following table shows our non-IFRS financial measures and key performance metrics for the years ended December 31, 2022, 2021 and 2020.
| For the Year Ended December 31, | ||
| 2022 | 2021 | 2020 |
Revenue (S$ in thousands) |
|
|
|
Marketplaces |
|
|
|
Singapore | 69,241 | 55,891 | 46,470 |
Vietnam | 24,040 | 18,767 | 18,241 |
Malaysia | 25,388 | 14,315 | 7,501 |
Other Asia(1) | 12,192 | 8,361 | 7,863 |
Fintech and data services | 5,064 | 3,377 | 2,020 |
Total | 135,925 | 100,711 | 82,095 |
Costs (S$ in thousands) |
|
|
|
Cost of sales | 20,799 | 16,485 | 10,207 |
Operating expenses | 100,660 | 94,598 | 67,392 |
Total costs | (121,459) | (111,083) | (77,599) |
Net loss | (129,220) | (187,413) | (14,408) |
Net loss margin(2) | (95.07)% | (186.1)% | (17.6)% |
Non-IFRS Financial Measures |
|
|
|
Adjusted EBITDA(3) | 14,466 | (10,372) | 4,496 |
Adjusted EBITDA Margin(3) | 10.6% | (10.3)% | 5.5% |
Key Performance Metrics |
|
|
|
Capital Expenditure (S$ in thousands) | 23,610 | 14,487 | 7,910 |
Engagement Market Share(%)(4) |
|
|
|
Singapore | 81% | 79% | 75% |
Vietnam | 75% | 71% | 65% |
Malaysia | 93% | 95% | 95% |
Thailand | 58% | 62% | 57% |
Indonesia | 22% | 32% | 32% |
Singapore metrics |
|
|
|
Number of agents | 15,156 | 14,080 | 13,369 |
ARPA (S$) | 4,078 | 3,279 | 2,967 |
Renewal rate (%) | 82% | 82% | 76% |
Agent Services Revenue (S$ in thousands) | 61,798 | 46,170 | 39,664 |
Developer Services Revenue (S$ in thousands) | 7,442 | 9,783 | 6,990 |
Vietnam metrics |
|
|
|
Number of listings (in millions) | 7.7 | 6.3 | 7.5 |
Average revenue per listing (S$) | 2.97 | 2.74 | 2.34 |
Agent Services Revenue | 22,900 | 17,365 | 17,634 |
Developer Services Revenue | 1,137 | 1,404 | 635 |
Adjusted EBITDA is a non-IFRS financial measure defined as net loss for year/period adjusted for changes in fair value of preferred shares, warrant liability and embedded derivatives, finance costs, depreciation and amortization expense, tax expenses or credits, impairments when the impairment is the result of an isolated, non-recurring events, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation loss, business acquisition transaction and integration costs, legal and professional expenses incurred for our initial public offering through the Business Combination, share listing expenses and on-going costs of a listed entity.
Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue.
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We have presented Adjusted EBITDA because it provides investors with greater comparability of our operating performance without the effects of unusual, non-repeating or non-cash adjustments. These include the changes in fair value of preferred shares and embedded derivatives related to PropertyGuru’s Series B, Series D1, Series E and Series F preference shares. PropertyGuru’s outstanding preferred shares were converted into ordinary shares in August 2021. The cost of our previous listing attempt is excluded due to its one-off nature. Share grant and option expenses and other items are excluded due to their non-cash or non-operating nature.
A reconciliation is provided below for each non-IFRS measure to the most directly comparable financial measure stated in accordance with IFRS. Investors are encouraged to review the related IFRS financial measures and the reconciliations of these non-IFRS measures to their most directly comparable IFRS financial measures. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies.
Beginning in the first quarter of 2023, we will no longer remove the on-going cost of being a listed entity when calculating Adjusted EBITDA. For 2022, such costs were S$11 million, and on this basis the Company’s Adjusted EBITDA for the year ended December 31, 2022 would be S$3 million.
| For the Year Ended December 31, | |
| 2022 | 2021 |
| (S$ in thousands, except percentages) | |
Net loss | (129,220) | (187,413) |
Adjustments: |
|
|
Changes in fair value of preferred shares, warrant liability and embedded derivatives | (23,341) | 124,146 |
Finance costs—net | 680 | 13,453 |
Depreciation and amortization expense | 21,172 | 14,032 |
Tax expense/(credit) | 1,100 | (333) |
Impairment | — | 8 |
Share grant and option expenses | 5,524 | 10,470 |
Other gains—net | 1,471 | 815 |
Business acquisition transaction and integration costs | 4,378 | 8,380 |
Legal and professional expenses incurred for IPO | 16,570 | 6,070 |
Share listing expense | 104,950 | — |
On-going cost of a listed entity | 11,182 | — |
Adjusted EBITDA | 14,466 | (10,372) |
Revenue | 135,925 | 100,711 |
Adjusted EBITDA | 14,466 | (10,372) |
Adjusted EBITDA Margin | 10.6% | (10.3)% |
Engagement Market Share
Engagement Market Share is the average monthly engagement for websites owned by PropertyGuru as compared to average monthly engagement for a basket of peers. Monthly engagement is calculated as the number of visits to a website during a period multiplied by the amount of time spent per visit on that website for the same period, in each case based on data from SimilarWeb. In this prospectus, Engagement Market Share for December 2020 is presented for the period of October 2020 through December 2020 as SimilarWeb modified its algorithm in October 2020. For all other periods, Engagement Market Share based on average monthly engagement for the preceding six months instead of the preceding three months. In all instances, Engagement Market Share is based on the prevailing SimilarWeb algorithm on the date the Company first filed or furnished such information to the SEC. The average time spent on a website is calculated as the time elapsed between the first and last page view per visit (visits are closed after 30 minutes of inactivity). We believe that Engagement Market Share is a useful benchmark for comparing revenue generation ability from paying agent and developer clients because it is based on consumer engagement, which we believe is in turn a useful predictor of the ability of a property marketplace to generate leads for advertisers.
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Number of agents (Singapore)
Number of agents for a period is calculated as the sum of the number of agents with a valid 12-month subscription package at the end of each month in a period divided by the number of months in such period. The number of agents is driven by the renewal rate of existing agents and our ability to sell subscriptions to new agents.
We believe that the number of agents in Singapore provides a useful metric to measure the scale and usage of our platform. The number of agents in Singapore has remained constant in recent periods due to the mature stage of our business in Singapore and having most of the agents consistently using our platform.
Average revenue per agent, or ARPA (Singapore)
We define ARPA as agent revenue for a period divided by the average number of agents in that period, which is calculated as the sum of the number of total agents at the end of each month in a period divided by the number of months in such period.
Our ARPA has increased historically due to the more widespread use of depth products and pricing changes. In Singapore, the price of the subscription package price has increased, as has the price of discretionary credits.
We also utilize variable pricing for various actions on our platform, which has also driven APRA improvement. In addition, ARPA can be driven by changes to the subscription mix, with agents being encouraged to upgrade their subscription package to higher tier packages as their activity and credit usage increase.
We believe that ARPA is a useful metric to measure monetization of our platform.
Renewal rate (Singapore)
We define the renewal rate as the number of agents that successfully renew their annual package during a year/ period divided by the number of agents whose packages are up for renewal (at the end of their 12-month subscription) during that year/period.
Historically renewal rate has been influenced by the strength of the property market (which may encourage agents to remain operating) and by pricing actions that the Company has taken.
We believe that renewal rates are a useful metric to measure the effectiveness of our platform as a means for agents to generate leads and the success of our pricing actions.
Number of listings (Vietnam)
In Vietnam, we operate a pay-as-you-go model due to the large number of casual and part-time agents in the market, which creates a low barrier to entry. Our agents in Vietnam pay to list each individual listing instead of purchasing a subscription package. Therefore, effective monetization depends on our ability to sustain the number of listings that agents post to our platform. This is calculated as the sum of all listings created in each month over the relevant period (other than listings from promotional accounts). Number of listings is used to calculate average revenue per listing, which is described below.
Average revenue per listing (Vietnam)
Average revenue per listing is defined as revenue for a period divided by the number of listings in such period. Average revenue per listing varies based on listing duration, product mix, and promotions. Therefore, we believe it is a useful metric to monitor the growth of our business in Vietnam and the success of our various products, services and promotions.
Key Factors Affecting Our Business
There are a number of factors that affect the performance of our business, the comparability of our results from period to period and the market price of our ordinary shares, including:
Global economic conditions and inflation
In many countries globally, including our Priority Markets, there are concerns over rising inflation and potential economic recessions, including due to the impacts of the COVID-19, such as the global supply chain disruptions, government stimulus packages and rising costs of commodities, and geopolitical conflicts. Inflationary pressures, rising interest rates and governmental fiscal activity have affected our business, the businesses of our agents and developers and the real estate markets in our Priority Markets.
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We incur some of our revenues and expenses in other currencies, including Singaporean Dollars, Indonesian Rupiah, Thai Baht, Vietnamese Dong and Malaysian Ringgit among other currencies. Our consolidated financial statements are presented in Singapore Dollars, which is the functional currency of PropertyGuru. As a result, we are exposed to the risk that the rate of inflation in countries where we transact or conduct business will exceed the rate of devaluation of such countries’ currencies in relation to the Singapore dollar or that the timing of any such devaluation will lag behind inflation in such countries. To date, we have been affected by changes in the rate of inflation or the exchange rates of other countries’ currencies, and we may be adversely affected in the future by inflationary pressures and increases in interest rates.
Inflation also impacts our operating costs. A prolonged period of inflation could cause interest rates, wages, commodity prices and other costs to increase. Inflationary pressures increased our operating costs in 2022 and the effects of inflation may have an adverse impact on our costs, margins and profitability in the future. We implement initiatives from time to time to alleviate inflationary pressures, such as alternative supply arrangements and changes to our hiring policies, including hiring employees in locations with lower ongoing wage costs.
Inflationary pressures and related governmental fiscal activity have also impacted mortgage affordability, access to credit, our customers’ supply chains and the economics of the real estate markets of our Priority Markets. To the extent inflation and interest rates remain elevated, these pressures may negatively impact property demand and demand for our products and services.
Governmental actions in Vietnam in 2022, including measures to control credit growth, including controlling loans for real estate, and the imposition of more stringent conditions and requirements on the private placement of bonds, significantly limited both consumers’ and developers’ access to credit, which has suppressed the real estate market in Vietnam and reduced demand for our platform, products and services in Vietnam in the fourth quarter of 2022. This negatively impacted our revenue in Vietnam, where we operate a pay-as-you-go model in Vietnam and effective monetization depends on our ability to sustain the number of listings that agents post to our platform. Our Vietnam marketplace revenue decreased 7% to S$6 million and the number of listings decreased 22% to 1.6 million in the fourth quarter as compared to the previous year.
See also “Risk Factors—Risks Related to Our Business and Industry—Global economic conditions have been and continue to be challenging and have had, and may continue to have, an adverse effect on financial markets, the health of the real estate industry in our Priority Markets and the economy in general.” and “Risk Factors—Risks Related to Our Business and Industry—Fluctuations in foreign currency exchange rates will affect our financial results, which we report in Singapore Dollars.”
Fluctuations in the exchange rates between the various currencies that we use could result in expenses being higher or revenue being lower than would be the case if exchange rates were stable. For example, in 2022, the U.S. Dollar strengthened as the Federal Reserve increased interest rates to combat inflation, which caused certain of our U.S. Dollar-denominated operating costs to increase against the Singapore Dollar. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods. Furthermore, a substantial amount of our revenue is denominated in emerging markets currencies. Because fluctuations in the value of emerging markets currencies are not necessarily correlated, there can be no assurance that our results of operations will not be adversely affected by such volatility.
Agents: pricing and depth product utilization
Our results of operations (except in Vietnam where we operate a pay-as-you-go model) are affected by our ability to increase the prices of our subscription packages and depth products and our ability to drive subscribers toward higher-tier subscription packages and premium products. We primarily generate agent revenue on a subscription basis, whereby agents typically pay upfront fees for an annual subscription. In these markets, agents select one of our annual subscription packages, with each subscription package providing a different number of features. Higher tier subscription packages offer access to more features including data and more credits, including our premium form of credit “Prime Credits”. Depth products provide an incentive for agents to either upgrade their base subscription package or buy more discretionary credits. Depth products are optional features and add-ons that agents can purchase, from within or on top of their subscription packages, to enhance visibility and performance. These products enable agents to further differentiate their listings through display rankings and enhanced listings and, in turn, generate more leads for their business. The addition of new depth features and the variable pricing of depth activities on our platform generally encourage utilization of credits and either upgrades to higher tier subscription packages or purchase of discretionary credits. Both these outcomes have the potential to increase revenues.
In Vietnam we encourage agents to purchase more depth products, which can drive growth in our revenue per listing per day. We also encourage agents to list more of their properties for sale to increase the number of listings on site and consequently revenue.
Agents: successful acquisition of new agents and retention of our existing agents
Establishing and maintaining a loyal network of agents is vital for our business. In order to grow our network of agents, we incur marketing and product and technology costs to maintain the volume of leads and attract agents to use our platforms. We also incur trade marketing expenses to maintain and improve communications with our agent subscriber base.
Developer: successful retention of our existing developer customers and acquisition of new developers
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We invest in consumer marketing to deliver leads to developers to show return on investment for their use of our products and services. We engage in trade marketing to potential and existing developer customers to persuade new or recurring expenditure. New offerings for our developers’ business are carefully planned to ensure they have a good product-market fit.
Continued innovation of our technology, products and services
Our ability to increase the scale of our platform in terms of number of agents and property seekers depends, in part, on our ability to maintain and enhance our platform’s features, functionality and innovation and to successfully develop or acquire new products and services. We intend to continue focusing on technological innovations, including expanding our depth products offering to enable our customers to further differentiate their property listings and advances in automation and our Fintech and data services. We have also invested into our platforms and technical capabilities by scaling our product and technology teams.
Strategic acquisitions
We undertake strategic acquisitions to accelerate market penetration in our Priority Markets; to further integrate the breadth of our product offering; and to fast-track expansion into new markets, which in turn has driven revenue growth. Since 2015, we completed a number of strategic acquisitions to expand in our Priority Markets. For example:
Acquisitions also result in acquisition-related costs, which are expensed as they are incurred.
Future resales of our ordinary shares being offered in this prospectus by our shareholders
The ordinary shares being registered for resale by the Selling Securityholders in this prospectus (including ordinary shares underlying warrants) constitute 91.1% of our ordinary shares issued and outstanding together with the ordinary shares underlying warrants, share options and restricted stock units held by the Selling Securityholders as of December 31, 2022. The Selling Securityholders will be able to sell their ordinary shares for so long as the registration statement, of which this prospectus forms a part, is available for use or pursuant to an exemption from registration under the Securities Act. Although certain of the Selling Securityholders are subject to restrictions regarding the transfer of their securities, these shares may be sold after the expiration of the applicable lock up periods. The market price of our ordinary shares could decline if the Selling Securityholders
sell a significant portion of our ordinary shares or are perceived by the market as intending to sell them. For more information, see “Risk Factors—Risks Related to Ownership of Securities in the Company—The securities being offered in this prospectus represent a substantial percentage of our outstanding ordinary shares, and the sales of such securities could cause the market price of our ordinary shares to decline significantly, even if our business is doing well.”
Fluctuations in foreign currency exchange rates
We operate in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates. We have operations and employees in each of our Priority Markets, as well as India, where we have established a center of excellence for technology talent. We earn revenue in Singaporean Dollars, Indonesian Rupiah, Thai Baht, Vietnamese Dong and Malaysian Ringgit among other currencies. Our consolidated financial statements are presented in Singapore Dollars, which is the functional currency of PropertyGuru. Fluctuations in the exchange rates between the various currencies that we use (in particular the emerging markets currencies, where fluctuations in currency values are not necessarily correlated) could result in expenses being higher or revenue being lower than would be the case if exchange rates were stable. For example, in 2022, the U.S. Dollar strengthened as the Federal Reserve increased interest rates to combat inflation, which caused certain of our U.S. Dollar-denominated operating costs to increase against the Singapore Dollar.
In addition, as our cash holdings are primarily denominated in U.S. Dollars and translated into Singapore Dollars for inclusion in our consolidated financial statements, any fluctuation in the U.S. Dollar against the Singapore Dollar creates currency translation risk which may have an adverse effect on our financial position.
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COVID-19 Impact
The global pandemic associated with COVID-19 has caused major disruption to all aspects of the global economy and daily life since the start of 2020, particularly as quarantine and stay-at-home orders have been imposed by many governments. The COVID-19 pandemic and resulting global and economic disruptions have affected our business, the businesses of our agents and developers and the real estate market in all of the markets in which we operate. We continuously monitor performance and other industry reports to assess the risk of future negative impacts as the disruptions of the COVID-19 pandemic continue to evolve.
Due to the adverse impact of the COVID-19 pandemic on real estate market activity across our Priority Markets during the pandemic, our revenue decreased 7.2% and our Adjusted EBITDA decreased by 64.4% from 2019 to 2020. Developer revenue in each of our Priority Markets decreased in 2020 as real estate market activity slowed and we were unable to hold Awards events during the pandemic. The market slowdown also led to lower agent discretionary revenue. We responded to the decrease in revenue by reducing our discretionary spending in 2020. We experienced strong business momentum in the late fourth quarter of 2021 and the first half of 2022, which was the result of market recovery from the impact of COVID-19 in Singapore, Vietnam and Malaysia and, despite the challenging industry landscape, we have maintained strong fundamentals that we believe will drive growth momentum coming out of the pandemic.
Any resurgence in infections and fatalities or emergence of new variants may cause governments to re-impose some or all prior or new restrictive measures, and their consequential impact on economies and supply chains could have a material adverse effect on our business, financial condition and results of operations.
See also “Risk Factors—Risks Related to Our Business and Industry—COVID-19 has adversely affected our business and may continue to adversely affect our business.”
Certain Income Statements Line Items
Revenue
We generate the following revenue: (i) agent revenue, (ii) developer revenue and (iii) Fintech and data services.
Agent revenue
Agent revenue comprises subscription revenue and discretionary revenue.
In all of our Priority Markets except Vietnam, we primarily generate subscription revenue through subscription packages, whereby agents typically pay upfront fees for an annual subscription. In these markets, agents can select between different subscription packages, with each subscription package providing a different number of features and credits, which are used to post a listing or purchase our depth products. Higher tier subscription packages offer a greater volume of credits and access to more features including data tools.
Agents can purchase additional discretionary credits as they utilize those included in their subscription package. Revenue from usage of depth products purchased through discretionary credits is classified as agent discretionary revenue.
In Vietnam, we offer a pay-as-you-go model, whereby agents pay for each individual property listing and additional features as required. We treat all agent revenue in Vietnam as discretionary revenue.
Developer revenue
Our developer business provides developers with access to our awards and events business and our digital advertising and software solutions.
Our awards and events business generates revenue by organizing annual property awards events, in person and virtually, in various countries to honor top developers. In connection with these events, we generate revenue primarily from ticket sales, sponsorships and sales of marketing packages. Winners are entitled to use the official PropertyGuru Asia Property Awards logo in their external marketing materials and are provided with digital marketing packages. We also host real estate events at which developers can buy booths to promote their businesses and recent property developments. In recent times, these events have become digital and showcase property from across the Southeast Asian region.
We also generate developer revenue from developer customers that utilize our digital property classifieds marketplaces for advertising, content marketing and performance products. This developer business model is predominantly based on display advertising and content marketing, which increases property seekers’ awareness of our developers’ customers’ brands, leading to sales enquiries. Developers pay us fees based on the duration as well as the prominence of advertising. Our performance products, which consist of prominent homepage placement and audience targeting, are generally charged on a fee-per-lead basis.
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Fintech and data services
We generate Fintech services revenue from our digital mortgage marketplace, PropertyGuru Finance, where we earn commissions on mortgage fulfillment. Under this business model, financial institutions pay us commissions on each mortgage that we broker for them.
We generate revenue from data services primarily from PropertyGuru DataSense, our property intelligence platform for developers and banks, which is a transaction database that provides pricing analytics, location insights, property seeker demand analysis, auction data and geo-analytics. Revenue from PropertyGuru DataSense is primarily generated through subscription packages, whereby customers typically pay fees for an annual subscription, along with upfront fees for any customizations required. Revenues from our API products are generated through a pay-as-you-go model.
We generate revenue from software solutions primarily from PropertyGuru FastKey, which developers use to automate multiple elements of their sales process, such as e-delivery of sales collateral, tracking the performance of various sales channels, digitizing document generation, accepting real-time bookings and accessing an agent marketplace to ensure faster sales of their new projects. Developers pay an upfront fee for the delivery of the software solution as well as continued maintenance fees as incurred over the course of the solution’s use.
We also generate revenue from our cloud-based solution, ValueNet, which is used by valuers and banks to help them improve the turnaround time and quality of their property valuations. The system analyzes and validates property valuation data using our proprietary models, automatically routes bank requests for valuation and facilitates tracking and management of valuation requests. Revenue from this product is primarily generated from annual subscriptions.
We generate revenue from our Sendhelper business, a Singapore home services technology company which we acquired in October 2022, which connects homeowners and tenants to verified home service providers. Consumers are charged a service fee per assignment that varies depending on the type of service provided, the time taken to complete the task and the time of day during which the services are provided.
Other income
Other income consists of interest income, government grants, rent concession and other miscellaneous income. Government grant income is primarily derived from the Jobs Support Scheme in Singapore, which is a temporary scheme introduced in 2020 to help businesses retain local employees.
Other gains/(losses)—net
Other gains/(losses)—net consist of fair value gains and losses on warrant liabilities, preference shares, derivative financial liabilities and contingent consideration, as well as loss on disposal of plant and equipment and intangible assets, gain on lease modification and currency translation loss.
Expenses
Expenses consist of employee compensation, sales and marketing cost, finance cost, depreciation and amortization, IT and internet expenses, sales commission, venue costs, impairment loss on financial assets, legal and professional costs, legal and professional costs incurred for a proposed initial public offering, share listing expense, staff cost, impairment of intangible assets, directors’ remuneration, office rental and other expenses.
Tax (expense)/credit
Tax (expense)/credit consists of current income tax, withholding tax, deferred income tax, under and overprovision of income tax in prior year.
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Results of Operations
| For the Year Ended December 31, | ||
| 2022 | 2021 | 2020 |
| (S$ in thousands, except share and per share data) | ||
Revenue | 135,925 | 100,711 | 82,095 |
Other income | 2,787 | 1,723 | 2,801 |
Other gains/(losses) - net | 21,870 | (124,961) | 14,680 |
Expenses |
|
|
|
Venue costs | (6,864) | (5,859) | (3,769) |
Sales and marketing cost | (20,955) | (26,297) | (17,325) |
Sales commission | (11,163) | (7,880) | (4,927) |
Impairment loss on financial assets | (1,180) | (2,138) | (2,271) |
Depreciation and amortization | (21,172) | (14,032) | (9,554) |
Impairment of intangible assets | — | (8) | (806) |
IT and internet expenses | (11,313) | (7,882) | (5,678) |
Legal and professional | (7,596) | (9,807) | (1,446) |
Legal and professional incurred for IPO | (16,570) | (6,070) | — |
Employee compensation | (69,977) | (65,184) | (47,115) |
Non-executive directors’ remuneration | (2,356) | (2,503) | (590) |
Staff cost | (2,166) | (1,290) | (816) |
Office rental | (71) | (91) | (74) |
Finance cost | (2,396) | (13,909) | (16,446) |
Share listing expense | (104,950) | — | — |
Other expenses | (9,973) | (2,269) | (2,608) |
Total expenses | (288,702) | (165,219) | (113,425) |
Loss before income tax | (128,120) | (187,746) | (13,849) |
Tax (expense)/credit | (1,100) | 333 | (559) |
Net loss | (129,220) | (187,413) | (14,408) |
Comparison of Years Ended December 31, 2022 and 2021
Revenue. Revenue increased by 35.0% to S$135.9 million for the year ended December 31, 2022 from S$100.7 million for the year ended December 31, 2021.
Overall, marketplaces revenues increased by 34.4%, primarily due to improved yield derived from previous price rises and product improvements, increased real estate market activity as movement restrictions ease and Southeast Asia recovers from the COVID-19 pandemic and the inclusion of the results of the iProperty.com.my business which was acquired in August 2021.
In Singapore, marketplace revenue increased 23.9% year on year from S$55.9 million in 2021 to S$69.2 million in 2022 driven by improved yield derived from previous price rises and increased activity on our platform. We had a total of 15,156 agents with a renewal rate of 82%, reflecting a strong local property market.
In Vietnam, marketplace revenue increased 28.1% year on year from S$18.8 million in 2021 to S$24.0 million in 2022 as the local economy expanded following COVID-related lockdowns, which resulted in both an increase in the number of listings to 7.7 million and a 8.4% increase in average revenue per listing.
In Malaysia, marketplace revenue increased 77.4% year on year from S$14.3 million in 2021 to S$25.4 million in 2022 primarily due to the inclusion of the results from the iProperty.com.my business acquired in August 2021.
In Other Asia, marketplace revenue increased 45.8% year on year from S$8.4 million in 2021 to S$12.2 million in 2022 due to a gradual real estate market recovery and the inclusion of revenues from the Think of Living business acquired in August 2021.
In Fintech and data services, revenue increased 50.0% year on year from S$3.4 million in 2021 to S$5.1 million in 2022 largely due to an increase in the number of mortgages brokered as our Fintech business has scaled.
Other income. Other income increased by 61.8% to S$2.8 million for the year ended December 31, 2022 from S$1.7 million for the year ended December 31, 2021 primarily due to interest income derived from the placement of proceeds from the Business Combination in fixed deposits.
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Other gains/(losses)-net. We had other gains-net of S$21.9 million for the year ended December 31, 2022 as compared to other losses-net of S$125.0 million for the year ended December 31, 2021. In 2021, the net loss was primarily due to fair value gain or loss on our Series B, D1, E and F preference shares. Our preference shares were converted into PropertyGuru Shares on August 3, 2021. In 2022, the net gain was primarily due to the fair value gain of S$23.0 million on our warrant liabilities.
Total expenses. Total expenses increased by 74.7% to S$288.7 million for the year ended December 31, 2022 from S$165.2 million for the year ended December 31, 2021. The increase was primarily due to costs related to the Business Combination, as well as investment in hiring and staff retention.
Employee compensation expenses increased by 7.4% to S$70.0 million for the year ended December 31, 2022 from S$65.2 million for the year ended December 31, 2021. The increase was primarily due to acquisition of iProperty, investment in hiring and staff retention.
Sales and marketing cost decreased by 20.3% to S$21.0 million for the year ended December 31, 2022 from S$26.3 million for the year ended December 31, 2021 primarily due to investment in marketing initiatives for Malaysia marketplace in 2021.
Depreciation and amortization expenses increased by 50.9% to S$21.2 million for the year ended December 31, 2022 from S$14.0 million for the year ended December 31, 2021 primarily due to higher investment in technology assets.
Sales commission expenses increased by 41.7% to S$11.2 million for the year ended December 31, 2022 from S$7.9 million for the year ended December 31, 2021 primarily due to the improved sales performance year on year.
Finance cost decreased by 82.8% to S$2.4 million for the year ended December 31, 2022 from S$13.9 million for the year ended December 31, 2021 primarily due to lower accretion expenses on our preference shares as they were converted into ordinary shares in August 2021.
Loss Before Income Tax. Our loss before income tax decreased by 31.8% to S$128.1 million for the year ended December 31, 2022 from S$187.7 million for the year ended December 31, 2021 primarily due to the increases in revenue and other net gains, offset by share listing expense, the increase in legal and professional fees incurred for IPO, depreciation and amortisation, employee compensation and sales commission as well as decrease in finance cost as described above.
Tax Expenses. We had tax expenses of S$1.1 million for the year ended December 31, 2022, compared to a tax credit of S$0.3 million for the year ended December 31, 2021 due to higher taxable profits in Malaysia and Vietnam.
Net loss. As a result of the foregoing, our net loss decreased by 31.1% to S$129.2 million for the year ended December 31, 2022 from S$187.4 million for the year ended December 31, 2021.
Comparison of Years Ended December 31, 2021 and 2020
Revenue. Revenue increased by 22.7% to S$100.7 million for the year ended December 31, 2021 from S$82.1 million for the year ended December 31, 2020.
Overall, marketplaces revenues increased by 21.6%, primarily due to increased real estate market activity as movement restrictions ease and Southeast Asia recovers from the COVID-19 pandemic.
In Singapore, marketplace revenue increased 20.3% year on year from S$46.5 million in 2020 to S$55.9 million in 2021 driven by a recovering property market. With property prices increasing by 10.6% year-on-year in 2021 compared to a 2.2% year-on-year increase in 2020, agent subscription prices were increased for new and renewed packages.
In Vietnam, marketplace revenue increased 2.9% year on year from S$18.2 million in 2020 to S$18.8 million in 2021. During the third quarter of 2021, there were extensive government lockdown measures due to the COVID-19 pandemic, which negatively impacted revenues. There was a sharp recovery in real estate market activity following the easing of measures in the fourth quarter of 2021, which drove a 4.5 times increase in new property listings in December 2021 compared to August 2021. This improved the revenue performance of the business in the fourth quarter.
In Malaysia, marketplace revenue increased 90.8% year on year from S$7.5 million in 2020 to S$14.3 million in 2021 primarily due to the inclusion of the results from the iProperty.com.my business acquired in August 2021.
In Other Asia, marketplace revenue increased 6.3% year on year from S$7.9 million in 2020 to S$8.4 million in 2021 due to a gradual real estate market recovery and the inclusion of revenues from the Think of Living business acquired in August 2021.
In 2020 we launched the Fintech mortgage business in Singapore and acquired MyProperty Data in Malaysia on December 8, 2020. Fintech and data services revenue increased 67.2% year on year from S$2.0 million in 2020 to S$3.4 million in 2021 as the Singapore mortgage business expanded and with a full year of the MyProperty Data business.
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Other income. Other income decreased by 38.5% to S$1.7 million for the year ended December 31, 2021 from S$2.8 million for the year ended December 31, 2020 primarily due to lower government grant income as the grants introduced to tackle the impact of COVID were tapered.
Other (losses)/gains—net. We had other losses—net of S$125.0 million for the year ended December 31, 2021 as compared to other gains—net of S$14.7 million for the year ended December 31, 2020. In each year, the net gain or loss, as applicable, was primarily due to fair value gain or loss on our Series B, D1, E and F preference shares. Our preference shares were converted into PropertyGuru Shares on August 3, 2021.
Total expenses. Total expenses increased by 45.7% to S$165.2 million for the year ended December 31, 2021 from S$113.4 million for the year ended December 31, 2020. The increase was primarily due to investment in marketing and people, and the inclusion of the acquired Project Panama Entities from August 3, 2021.
Employee compensation expenses increased by 38.4% to S$65.2 million for the year ended December 31, 2021 from S$47.1 million for the year ended December 31, 2020 primarily due to the inclusion of the acquired Project Panama Entities from August 3, 2021 and investment in hiring and staff retention.
Sales and marketing cost increased by 51.8% to S$26.3 million for the year ended December 31, 2021 from S$17.3 million for the year ended December 31, 2020 primarily due to investment in the Malaysian business and the inclusion of the acquired Project Panama Entities from August 3 2021.
Legal and professional fees increased by S$8.4 million to S$9.8 million for the year ended December 31, 2021 from S$1.4 million for the year ended December 31, 2020 primarily due to expenses in association with the acquisition of the Project Panama Entities.
During the year ended December 31, 2021, we had legal and professional expenses incurred for an initial public offering of S$6.1 million. No such expenses were incurred during the year ended December 31, 2020.
Depreciation and amortization expenses increased by 46.9% to S$14.0 million for the year ended December 31, 2021 from S$9.6 million for the year ended December 31, 2020 primarily due to higher investment in technology assets.
Sales commission expenses increased by 59.9% to S$7.9 million for the year ended December 31, 2021 from S$4.9 million for the year ended December 31, 2020 primarily due to the improved sales performance year on year.
Finance cost decreased by 15.4% to S$13.9 million for the year ended December 31, 2021 from S$16.4 million for the year ended December 31, 2020 primarily due to lower accretion expenses on our preference shares as they were converted into ordinary shares in August 2021.
Loss Before Income Tax. Our loss before income tax increased by 1,255.7% to S$187.7 million for the year ended December 31, 2021 from S$13.8 million for the year ended December 31, 2020 primarily due to fair value losses on our Series B, D1, E and F preference shares.
Tax Expenses. We had a tax credit of S$0.3 million for the year ended December 31, 2021, compared to tax expenses of S$0.6 million for the year ended December 31, 2020 due to realizable deferred tax assets derived from losses incurred in our Singaporean business in 2021.
Net loss. As a result of the foregoing, our net loss increased by 1,200.8% to S$187.4 million for the year ended December 31, 2021 from S$14.4 million for the year ended December 31, 2020.
Liquidity and Capital Resources
Capital Resources
Our primary sources of liquidity have been cash and cash equivalents raised from the issuance of preference shares and convertible instruments, drawdown of loans and cash provided by operating activities.
As of December 31, 2022, and December 31, 2021, we had cash and cash equivalents of S$309.2 million and S$70.2 million, respectively. Our cash and cash equivalents are primarily denominated in U.S. Dollars and in Singapore dollars, respectively as well as in local currencies of our Priority Markets.
Our assets exceeded our liabilities by S$634.3 million and S$387.2 million as of December 31, 2022 and 2021, respectively. We had net losses of S$129.2 million and S$187.4 million for the years ended December 31, 2022 and 2021, respectively. We had accumulated losses of S$448.6 million and $325.1 million as of December 31, 2022 and 2021, respectively.
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We believe that our current available cash and cash equivalents will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for a period of at least twelve months from the date hereof. We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities, funds raised from financing activities, and funds raised in connection with the Business Combination. Our future capital requirements depend on many factors including our growth rate, continuing market acceptance of our offerings, the timing and extent of strategic acquisitions to expand our platform and offerings and the expansion of sales and marketing activities. We may decide to enhance our liquidity position or increase our cash reserves for future investments or operations through additional financing activities, which may include further equity or debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of additional indebtedness would result in increased fixed obligations and could result in operating covenants that may restrict our future operations.
In addition, we will receive up to an aggregate of $149,040,000.00 from the exercise of the warrants being offered for sale in this prospectus at an exercise price of $11.50 per ordinary share, assuming the exercise in full of 12,960,000 warrants for cash. To the extent that any warrants are exercised on a “cashless basis” under the limited circumstances in which such exercises are permitted, the amount of cash we would receive from the exercise of the warrants will decrease. We expect to use the net proceeds from the exercise of the warrants, if any, for general corporate purposes, which may include acquisitions or other strategic investments. We will have broad discretion over the use of any proceeds from the exercise of the warrants. Any proceeds from the exercise of the warrants would increase our liquidity, but our ability to fund our operations is not dependent upon receipt of cash proceeds from the exercise of the warrants.
There is no assurance that our warrants will be in the money prior to their expiration or that the holders of the warrants will elect to exercise any or all of such warrants. We believe the likelihood that warrant holders will exercise their warrants, and therefore any cash proceeds that we may receive in relation to the exercise of the warrants overlying shares being offered for sale in this prospectus, will be dependent on the trading price of our ordinary shares. If the market price for our ordinary shares is less than the exercise price of $11.50 per ordinary share for our warrants, we believe warrant holders will be unlikely to exercise their warrants.
The ordinary shares being registered for resale by the Selling Securityholders in this prospectus (including ordinary shares underlying warrants, options and RSUs) constitute 91.1% of our ordinary shares issued and outstanding together with the ordinary shares underlying warrants, share options and restricted stock units held by the Selling Securityholders as of December 31, 2022. The ordinary shares being registered for resale in aggregate by the TPG Investor Entities, the KKR Investor, REA and the Sponsor constitute 69.6% of our ordinary shares issued and outstanding together with the ordinary shares underlying warrants, share options and restricted stock units held by the Selling Securityholders as of December 31, 2022. The market price of our ordinary shares could decline if the Selling Securityholders sell a significant portion of our ordinary shares or are perceived by the market as intending to sell them. Despite such a decline in the public trading price of our ordinary shares, the Selling Securityholders may still experience a positive rate of return on the securities that they sell pursuant to this prospectus to the extent that such sales are made at prices that exceed the prices at which such securities were purchased. Certain of the securities being registered for sale pursuant to this prospectus were purchased by the corresponding Selling Securityholders at prices below the current market price of our ordinary shares, as described above. Accordingly, such Selling Securityholders may have an incentive to sell their securities. See “Risk Factors—Risks Related to Ownership of Securities in the Company—The securities being offered in this prospectus represent a substantial percentage of our outstanding ordinary shares, and the sales of such securities could cause the market price of our ordinary shares to decline significantly, even if our business is doing well.” and “Risk Factors—Risks Related to Ownership of Securities in the Company—Certain existing shareholders purchased securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.” So long as the registration statement of which this prospectus forms a part is effective, the sales of the securities being offered in this prospectus could result in a significant decline in the public trading price of our ordinary shares.
We manage our cash needs on a decentralized basis, and manage our indebtedness to ensure compliance with any debt restrictions and limitations on dividends and distributions established in our debt agreements that include such restrictions. We maintain our cash and cash equivalents predominantly in Singapore dollars (except for the proceeds of the Business Combination that we hold in U.S. Dollars) and do not currently enter into any hedging arrangements.
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The following table summarizes our cash flows for the years ended December 31, 2022, and 2021.
| For the Year Ended | |
| 2022 | 2021 |
| (S$ in thousands) | |
Net cash used in operating activities | (22,649) | (2,450) |
Net cash used in investing | (25,813) | (10,754) |
Net cash provided by/(used in) financing activities | 291,272 | (9,919) |
Net increase/(decrease) in cash and cash equivalents | 242,810 | (23,123) |
Cash and cash equivalents at the beginning of the year | 70,236 | 93,359 |
Effects of currency translation on cash and cash equivalents | (3,813) | — |
Cash and cash equivalents at the end of the year | 309,233 | 70,236 |
Net cash (used in)/provided by operating activities
Net cash used in operating activities for the year ended December 31, 2022 was S$22.6 million. The primary factors affecting our operating cash flows during the period were net loss for the same period of S$129.2 million adjusted for non-cash items including share listing expense of S$104.95 million, a fair value gain of S$23.3 million, amortization and depreciation of S$21.2 million, employee share grant and option expense of S$3.9 million, as well as changes in working capital including a decrease in trade and other payables of S$7.4 million and an increase in deferred revenue of S$3.4 million.
Net cash used in operating activities for the year ended December 31, 2021 was S$2.5 million. The primary factors affecting our operating cash flows during the period were net loss for the same period of $187.4 million adjusted for non-cash items including finance cost of S$13.9 million, a fair value loss on the conversion option of Series B, D1, E and F preference shares of S$124.1 million, amortization and depreciation of S$14.0 million, employee share grant and option expense of S$8.5 million; as well as changes in working capital including an increase in trade and other payables of S$14.9 million and an increase in deferred revenue of S$9.1 million.
Net cash used in investing activities
Net cash used in investing activities for the year ended December 31, 2022 was S$25.8 million, primarily comprising of S$22.2 million for additions of intangible assets, S$1.4 million for additions of plant and equipment and cash paid for the acquisition of the Sendhelper business in October 2022.
Net cash used in investing activities for the year ended December 31, 2021 was S$10.8 million, primarily comprising of S$12.8 million for additions of intangible assets and S$1.7 million for additions of plant and equipment, partially offset by the inclusion of S$3.7 million in cash of the Project Panama Entities acquired in August 2021.
Net cash provided by/(used in) financing activities
Net cash provided by financing activities for the year ended December 31, 2022 was S$291.2 million, primarily comprising of proceeds from reorganization of S$142.1 million and proceeds from shares issued to PIPE Investors of S$178.7 million as a result of the Business Combination, offset by transaction costs in relation to the issuance of shares to PIPE Investors of S$7.7 million, full settlement of borrowings of S$18.5 million and principal payment of lease liabilities of S$4.3 million.
Net cash used in financing activities for the year ended December 31, 2021 was S$9.9 million, primarily comprising of S$11.3 million for repayment of convertible notes, S$4.1 million for principal payment of lease liabilities and S$4.0 million for payment of legal and professional fees incurred for our initial public offering through the Business Combination, partially offset by S$11.0 million of proceeds received under the Redpeak Facility.
Capital Expenditures
Our capital expenditures amounted to S$23.6 million, S$14.5 million and S$7.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. These capital expenditures primarily related to investments in development of our software and technology. We expect to continue to make capital expenditures to meet the expected growth in scale of our business and expect that cash generated from our cash and cash equivalents following the Business Combination and cash from operating activities and financing activities may be used to meet our capital expenditure needs in the foreseeable future.
Indebtedness
As of December 31, 2022, we had no borrowings. Our borrowings as of December 31, 2021 related to the S$16 million Redpeak Facility, which we drew down in full in January 2021 and which we have voluntarily prepaid in full on July 7, 2022.
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Contractual Obligations and Commitments
The following table sets forth our contractual obligations and commitments as of December 31, 2022.
| As of December 31, 2022 | |
| On demand | More than 1 year |
| (S$ in thousands) | |
Trade and other payables(1) | 29,737 | 296 |
Lease liabilities(2) | 4,104 | 8,339 |
Warrant liabilities | — | 4,775 |
Total | 33,841 | 13,410 |
Segment Information
Our operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, which is our leadership team, comprising our CEO, CFO, managing director marketplaces, chief technology officer and managing director Fintech, chief marketing officer, chief people officer and managing director data and software solutions. Our operating segments and reportable segments are each of our four marketplaces, Singapore, Vietnam, Malaysia and Other Asia, and Fintech and data services.
Our leadership team primarily uses the measure Adjusted EBITDA to assess our operating segments. The table below sets forth our segment Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated.
| Year ended December 31, 2022 | ||||||
| Marketplaces |
| Fintech and |
|
| ||
| Singapore | Vietnam | Malaysia | Other Asia | data services | Corporate* | Total |
| (S$ in thousands except percentages) | ||||||
Revenue | 69,241 | 24,040 | 25,388 | 12,192 | 5,064 |
| 135,925 |
Adjusted EBITDA | 47,626 | 5,470 | 10,208 | (259) | (7,385) | (41,194) | 14,466 |
Adjusted EBITDA Margin (%) | 68.8% | 22.8% | 40.2% | (2.1)% | (145.8)% |
| 10.6% |
| Year ended December 31, 2021 | ||||||
| Marketplaces |
| Fintech and |
|
| ||
| Singapore | Vietnam | Malaysia | Other Asia | data services | Corporate* | Total |
| (S$ in thousands except percentages) | ||||||
Revenue | 55,891 | 18,767 | 14,315 | 8,361 | 3,377 |
| 100,711 |
Adjusted EBITDA | 33,355 | 2,063 | (10,440) | (1,232) | (4,634) | (29,484) | (10,372) |
Adjusted EBITDA Margin (%) | 59.7% | 11.0% | (72.9)% | (14.7)% | (137.2)% |
| (10.3)% |
| Year ended December 31, 2020 | ||||||
| Marketplaces |
| Fintech and |
|
| ||
| Singapore | Vietnam | Malaysia | Other Asia | data services | Corporate* | Total |
| (S$ in thousands except percentages) | ||||||
Revenue | 46,470 | 18,241 | 7,501 | 7,863 | 2,020 |
| 82,095 |
Adjusted EBITDA | 32,554 | 4,213 | (4,573) | (3,196) | (1,660) | (22,842) | 4,496 |
Adjusted EBITDA Margin (%) | 70.1% | 23.1% | (61.0)% | (40.6)% | (82.2)% |
| 5.5% |
* Corporate consists of headquarters costs, which are not allocated to the segments. Headquarters costs are costs of PropertyGuru’s personnel that are based predominantly in its Singapore headquarters and certain key personnel in Malaysia and Thailand, and that service PropertyGuru’s group as a whole, consisting of its executive officers and its group marketing, technology, product, human resources, finance and operations teams, as well as platform IT costs (hosting, licensing, domain fees), workplace facilities costs, corporate public relations retainer costs and professional fees such as audit, legal and consultant fees. Certain elements of marketing expenses previously allocated to Corporate in the first quarter of 2022 have since been moved to the relevant business segments in line with changes to internal reporting lines.
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Seasonality
Our business is affected by seasonal periods where real estate activity is generally higher or lower and consequently demand is higher or lower from agents and developers for our products. Lower periods are often during public holidays or festival periods, which are diverse across our markets. Chinese New Year and Tet are such periods in Singapore and Malaysia and in Vietnam, respectively, and occur during the first quarter of the calendar year. Some of our activities such as Awards and Events generally occur in the second half of the year, and the associated revenue is also recognized in the second half of the year.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily include credit risk and liquidity risk. For more information about financial risks that we are exposed to, see Note 27 to our audited consolidated financial statements included elsewhere in this prospectus.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in us incurring a financial loss. Our credit risk is primarily attributable to our trade and other receivables. We seek to minimize losses due to increased credit risk exposure by transacting with recognized and creditworthy third parties. All customers that wish to trade on credit terms are subject to our credit verification procedures. As of December 31, 2022 and 2021, our credit risk for receivables from third parties was S$11.1 million and S$10.8 million, respectively.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting financial obligations due to shortage of funds. Our exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.
We manage our liquidity risk by ensuring the availability of funding. Our primary sources of liquidity have been cash and cash equivalents raised from the issuance of preference shares and convertible instruments and drawdown of loans and cash provided by operating activities. We monitor working capital projections to ensure that we have adequate working capital to meet current requirements.
As of December 31, 2022, we had current liabilities of S$89.2 million, as compared to S$327.4 million of current assets. As of December 31, 2021, we had current liabilities of S$89.4 million, as compared to S$87.9 million of current assets. We expect to fund our working capital requirements and capital expenditures in the ordinary course of business for a period of at least twelve months through our current available cash and cash equivalents and the cash that we have received from the Business Combination.
Off-Balance Sheet Commitments and Arrangements
As of December 31, 2022, 2021 and 2020, we did not have any off-balance sheet arrangements, as defined in Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenue, or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.
Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make judgements, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting judgements and sources of estimation uncertainty are described in Note 4 to our consolidated financial statements, which are included elsewhere in this prospectus.
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BUSINESS
Overview
We are the leading PropTech company in Southeast Asia, with leading Engagement Market Shares in Singapore, Vietnam, Malaysia and Thailand, based on SimilarWeb data between July 2022 and December 2022. Our mission is to help people make confident property decisions through relevant content, actionable insights and world-class service. Our platforms provide: (1) online property listings to match buyers, sellers, tenants and landlords; (2) digital and marketing services for developers; (3) a digital mortgage marketplace and brokerage; (4) a data services business for enterprise clients including property agencies, developers, valuers and banks; (5) sales process and workflow automation software for developers; and (6) an online marketplace that connects homeowners and tenants with verified home service providers.
We leverage data and technology to create a trusted and transparent digital property marketplace. Our digital property classifieds marketplaces provide agents, developers and property seekers access to sales and rental listings, data and online tools to help them with their property goals throughout their property journey. We primarily do this by connecting home buyers and renters with agents and developers on our desktop and mobile app platforms, which are underpinned by data analytics and compelling experience design. Our customers are primarily agents and developers who advertise residential and commercial properties for sale or rent in our Priority Markets.
Our home mortgage marketplace, PropertyGuru Finance, matches property buyers in Singapore to suitable mortgages that are advertised by banks on our platform and brokered by us. In connection with our mortgage brokerage business, we have referral arrangements with a number of major banks in Singapore, which allows us to offer property buyers competitive bank rates and service with our trusted partner banks.
Our data services business provides data, insights and intelligent software to real estate agents and agencies, property developers, valuers, banks and other enterprise clients. We provide market and property insights to agents through our client portal (AgentNet), where clients are able to track the transactions and market prices of properties. We provide proprietary data and workflow solutions, valuation tools and market intelligence to developers, agents, banks and property valuers through our property market and analytics tool, PropertyGuru DataSense, our cloud-based property valuation solutions, ValueNet and ProxyPrice, and our SaaS-based sales automation solution, PropertyGuru FastKey.
We also operate the PropertyGuru Asia Property Awards, our awards and events business. In 2022, we sourced entries from thirteen markets across Asia and organized awards ceremonies in seven of these markets to assess and honor top developers for their achievements. Our Awards categories include residential and commercial developments, architecture, design, sustainable building techniques and corporate social responsibility. In addition to generating a strong revenue stream from our developer customer base, our awards and events business allows us to strengthen relationships with key industry players, which we believe creates long-term strategic benefits for PropertyGuru.
We built our presence in Southeast Asia through organic growth and strategic acquisitions to enhance our revenue growth and diversify our offerings. Our organic growth has been driven by our focus on expanding our marketplace through innovation, and developing new products and solutions that help us stay ahead of the evolving needs of our markets. These innovations include PropertyGuru Lens, an app that allows users to search for property in the real world through their smart phone camera, and PropertyGuru StoryTeller, an immersive content experience to help Singapore real estate developers market and sell their offerings virtually. We also integrate various premium products into our platforms to allow agents to further differentiate and enhance their listings, such as Turbo, which provides increased listing exposure through listing placement at the top of the search, larger photos and additional content. In 2022 we launched a premium form of credit, “Prime Credits”, that allows agents in Singapore and Malaysia to book, reserve and extend “Featured Agent” slots, which provide agents with exposure in a particular development or area, and agents in Singapore to use the “Promoted Listings” tool, which enhances visibility of property listings to property seekers searching for properties with similar criteria. As a step toward driving greater trust and transparency in our marketplace business, we launched “Agent Ratings and Reviews” in 2022, which allows property seekers to provide star-ratings and written reviews of agents’ service quality, knowledge and expertise, marketing skills, and negotiation.
Our strategic acquisitions have sought to extend the depth and reach of our products and services. Since the end of 2019, we have made transformative investments in technology, products and markets that we believe will further strengthen our market leadership and accelerate our growth through the recovery from the COVID-19 pandemic. In December 2020, we acquired MyProperty Data, a Malaysia-focused data analytics platform. In August 2021, through our acquisition of the Project Panama Entities, we acquired iProperty’s (a subsidiary of REA Group) Malaysia and Thailand digital property marketplace businesses, iProperty.com.my and thinkofliving.com, to solidify our leadership in those markets, as well as Brickz.my, an online data platform that adds data analytics capabilities in Malaysia. In October 2022, we acquired Sendhelper, a Singapore home services technology company. The acquisition represents our entry into the home services industry and is in line with our growth strategy of expanding into adjacencies while investing in our core marketplaces business towards creation of a digital property ecosystem for all our stakeholders in Southeast Asia. With the addition of Sendhelper, we aim to become a one-stop destination for property seekers to not only find, finance and own their dream home but also manage and maintain it.
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In December 2022, we launched our enterprise solutions brand, PropertyGuru For Business, which includes a unified service and proprietary data solutions, event solutions and marketing services to guide enterprise clients such as property developers, agencies, banks, valuers, city planners and policy makers. PropertyGuru For Business works with property stakeholders to improve systems in markets where it operates by championing and enabling digitalization so that all property stakeholders can leverage deeper insights to make more confident decisions in a more transparent property ecosystem.
Our headquarters are in Singapore. As of December 31, 2022, our platform connects more than 41 million property seekers monthly, based on Google Analytics data between July 2022 and December 2022, to more than 63,000 agents in our digital property marketplace of more than 3.2 million real estate listings.
Our Industry
We are an operator of digital property marketplace in Southeast Asian countries, namely Singapore, Vietnam, Malaysia, Thailand and Indonesia. Our marketplaces provide a platform for the advertising of real estate (including residential, commercial and industrial properties) for sale or lease by real estate agents, property developers and in some cases by individual vendors. Digital property marketplaces provide access to a much wider range of properties than is available on the websites of individual estate agents or developers, and with advanced search functionality, allow property buyers to filter properties based on individual requirements and easily search for appropriate properties while providing content to guide and advise buyers. For property advertisers, portals offer access to a much larger group of potential buyers than can be achieved through personal contacts and direct marketing.
Over the past 20 years, in developed markets such as Australia, the UK and the US, digital property marketplaces such as realestate.com.au, Rightmove and Zillow have established leading market positions, in the process displacing print publications (primarily local newspapers and magazines) as the main media for property advertising.
Southeast Asian markets are at a much earlier stage in the evolution of online property advertising, and have
some structural differences with markets in developed countries. Nonetheless, we believe that a similar process will occur, with continued migration of property advertising to the online channel.
Our Market Opportunity
We are uniquely positioned to capture the significant opportunities created by favorable, long-term macro tailwinds of urbanization, growing affluence and digitalization in Southeast Asia. We currently operate in a market that encompasses advertising and marketing expenditure by agents/ agencies, and marketing expenditure from developers. This is a large addressable market that has continued to expand due to economic tailwinds, favorable consumer trends and a growing real estate advertising market across our Priority Markets. We have 16 years of offering property information across Southeast Asia while the PropTech industry emerged in the region. We have leading market shares in Singapore, Vietnam, Malaysia and Thailand in terms of Engagement Market Share, based on SimilarWeb data.
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Our History and Corporate Structure
We began operations as a digital property classifieds marketplace in Singapore in 2007. Our growth story has been characterized by gaining market share through a high-quality product offering and continued innovation, underpinned by strategic investments. The list below provides an overview of key events in our history.
2007 | Founded in Singapore by Stephen Melhuish & Jani Rautiainen |
2008 | Investment from angel investors |
2011 | Initial expansion into Malaysia, Indonesia and Thailand |
2012 | Strategic investment by Deutsche Telekom and Immobilienscout24 |
2015 | Acquired eProperty Track (now PropertyGuru FastKey) to build sales process automation capability |
| Acquired RumahDijual.com real estate portal to solidify leadership in Indonesia |
| Investment by the TPG Investor Entities, Emtek, and Square Peg Capital |
2016 | Acquired Asia Property Awards to strengthen developer relationships and marketing solutions |
| Expanded into Vietnam with strategic 20% investment in Batdongsan.com.vn |
| Hari V. Krishnan appointed as CEO |
2018 | Investment by the KKR Investor |
| Acquired 100% ownership of Batdongsan.com.vn |
2019 | Launched PropertyGuru Lens |
2020 | Acquired MyProperty Data to gain access to a data analytics platform in Malaysia |
| Launched home mortgage marketplace, PropertyGuru Finance |
| Closed Series E and Series F funding rounds |
2021 | Bridgetown 2 announced that it would enter into the Business Combination with PropertyGuru |
| Through the acquisition of the Project Panama Entities, acquired iProperty.com.my and thinkofliving.com to add to the portal businesses in Malaysia and Thailand, as well as Brickz.my, an online data platform that adds data analytics capabilities in Malaysia |
2022 | Completed the Business Combination |
| Acquired Sendhelper |
| Launched PropertyGuru For Business |
Our Strengths
Our mission is to help people make confident property decisions through relevant content, actionable insights and world-class service. We have the following competitive strengths:
Leading market positions across five Priority Markets
Our digital property marketplaces have leading market shares in Singapore, Vietnam, Malaysia and Thailand in terms of Engagement Market Share: 81% in Singapore (5.2 times more than our closest peer); 75% in Vietnam (3.1 times more than our closest peer); 93% in Malaysia (15.2 times more than our closest peer); 58% in Thailand (2.5 times more than our closest peer); and 22% in Indonesia (0.3 times more than our closest peer), based on SimilarWeb data between July 2022 and December 2022. We have multiple well-established brands that are synonymous with real estate listings in Southeast Asia, with organic traffic representing 86% of the traffic to our platforms, based on Google Analytics data between July 2022 and December 2022.
Our digital property classifieds marketplaces benefit from network effects created by a “virtuous cycle,” in which a large number of property seekers engaged with an online marketplace attract a large number of agents, developers, vendors and landlords, and vice versa, which in turn helps enhance the scale and market positions of in our Priority Markets. This is consistent with the evolution of the online property advertising industry in developed markets such as Australia and the United Kingdom, where the industry has consolidated into two or three main companies that share a significant majority of online property advertising revenue.
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Attractive business model leading to strong financial profile
Our online property listing marketplaces use a tiered subscription model to enable agents to advertise properties and help them match buyers and tenants in all our markets. In Vietnam we have a tailored pay per listing model as well as a range of depth products that help to drive our yield for the Vietnam marketplace by allowing agents to improve the ranking of their listings and/or make their listings more attractive to consumers. We offer a broad suite of services for developers across our markets, including digital advertising and awards and events to help feature and promote their projects. Our data services business serves real estate agents and agencies, developers, banks and valuers by powering confident decisions, transparency, and efficiencies in the real estate industry with data, insights and intelligent software. Our Fintech business, which is based on commissions for loan origination and digital advertising services for lenders, helps address the opaque, slow and manual bank mortgage process and unfamiliarity of agents with mortgage products. We deliver smart home financing solutions that digitally integrate the home financing ecosystem and leverage customer data to deliver and extract economic value over the customer lifetime.
Focus on technology and innovation
Our ongoing investment into our platforms by scaling our product and technology teams is the key enabler to sustained innovation, and this has allowed us to continue developing proprietary technology platforms, with innovative features and functionality to deliver our agent and developer clients and property seekers a better experience. Our platforms have been developed to operate efficiently across different markets in multiple languages and currencies and with integrated mobile and other technology capabilities. Our business is underpinned by constant technological innovation and investment. With artificial intelligence and machine learning, we provide tailored recommendations to enhance the user experience and improve the quality of our property photos through sophisticated image moderation. With immersive content we deliver guides to the ‘green’ credentials of a listing and PropertyGuru Lens—an AI-driven tool to allow users to search property through their smartphone camera. We have developed data tools to empower our agent customers with near-real-time property transaction data across our customer website, apps and platforms, and provide timely market trend notifications relevant to agents’ listings. Our PropertyGuru DataSense market intelligence platform supports agents, developers, banks and investors in making better property decisions. Our API products allow customers to directly integrate selected insights into their systems. Our PropertyGuru FastKey platform is sales process automation software that has evolved into a tool for developers to digitize and optimize their sales processes. Our SaaS-based property valuation management tool, ValueNet, digitizes and provides an end-to-end ecosystem that increases efficiency, reduces cost and streamlines workflows for banks and valuers by automatically routing bank requests for valuation and facilitating tracking, management and valuation requests. We are also investing in our Fintech services and our home services platform, Sendhelper.
Successful growth through strategic acquisitions
We have supplemented our organic growth initiatives with a number of strategic acquisitions in recent years that have primarily been executed to accelerate market penetration in our Priority Markets and to further integrate the breadth of our product offerings in, and to fast-track expansion into, new markets. Our significant acquisitions between 2015 and 2022 include:
We have grown through expanding beyond Singapore, increasing our number of agents and increasing ARPA across each of our Priority Markets (excluding Vietnam where we operate a pay-as-you-go model and focus on increasing the number of listings and revenue per listing). We have a strong track record of M&A integration, with our operations in Singapore, Thailand, Indonesia and Malaysia (excluding the recently acquired Project Panama Entities) using a common technology platform and a single source code for our marketplace offerings where applicable, which provides scale efficiencies and gives us speed-to-market with new products and developments. While our Vietnam business currently operates its own technology platform, as the Vietnamese market matures, we may seek to integrate the business into our common technology platform over time.
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“Digital native” senior leadership team with a long term vision and culture of innovation
We are led by a highly experienced management team with deep technology expertise. Our management team has a proven track record and is well-placed to deliver our focused strategy going forward. Our CEO, Hari V Krishnan, joined us in 2016, having previously held the role of Vice President, APAC & Japan at LinkedIn, growing their Asia business. Joe Dische, our CFO, joined us in 2018, having previously held the position of CFO at ASX-listed iCar Asia. Both Hari and Joe have significant strategic, financial and technology-related experience across Asia. Our Company has continued its investment in human capital, building out a market leading executive team around Hari and Joe, with deep technology, finance, and business experience in the digital sector. We believe that our investment in human capital will allow the Company to continue its track record of growth and innovation.
Our Growth Strategy
Technology innovation underpinning growth
Technology development and product innovation are central to our growth strategy. We intend to continue focusing on technological innovations, including expanding our depth products offering to enable our customers to further differentiate their property listings and advances in automation and our Fintech and data services.
Agent/agency initiatives
In Singapore, we are shifting our focus to driving significant ARPA growth based on the “up-sell” of higher-tier subscription packages to deliver enhanced value and increased innovation to enhance depth product penetration.
We are in a high growth phase in Vietnam, where we believe there is substantial opportunity for continued expansion through customer acquisition, growth in the number of listings with increasing demand, and increased average revenue per listing. In Malaysia, Indonesia and Thailand, our near-term focus is on enhancing our property seeker proposition to increase our agent base, and looking to improve monetization by increasing ARPA across our agent base through increased penetration of depth products. In Malaysia and Thailand we are also focused on the integration of our business with the recently acquired Project Panama Entities.
Developer proposition
Our key focus includes continued innovation and product development in our data services offerings and increased executive engagement with top regional developers, supported by our award shows and events. We expect that growth will continue to be supported by the migration from offline to online advertising as developers in our Priority Markets continue to increase their online advertising expenditure.
Strategic acquisitions
Strategic acquisitions remain a core component of our growth strategy. We intend to continue supplementing our organic growth initiatives with strategic acquisitions to further integrate the breadth of our product offerings in our markets. We will continue to assess acquisition or partnership opportunities to enter new markets or strengthen our product offerings, including potentially funding further acquisitions into direct adjacencies as described below. See “—Pursuing adjacent growth opportunities.”
Pursuing adjacent growth opportunities
We have identified a number of potential adjacent growth opportunities such as data, Fintech, home services (including contractor and moving services) and developer operating systems. We see Fintech and data services as near-term opportunities for expansion.
Accessibility of home financing and insurance solutions in our Priority Markets is significantly behind that of more developed markets, where the prevalence of mortgage broking is a key component of these markets. Our priority is to expand our mortgage business in Singapore given the country’s more mature financial ecosystem. We plan to do so through innovation, partnerships with other industry players (e.g. banks), cross-selling of financial services such as insurance, and potentially acquiring suitable targets. We aim to expand our Fintech business in other Priority Markets in the future.
We believe there is a significant opportunity for us to expand our business through the development or acquisition of data capabilities. Data is already being leveraged for services such as automated property valuation, which provides property owners and seekers and finance parties indicative property prices and helpful insights on their transaction enquiries; strategic developer advice; and property transaction volume demand planning. Elements of these tools may be extended across all of our Priority Markets over time.
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Acquisition of the Project Panama Entities
On August 3, 2021, we completed the acquisition of the Project Panama Entities, pursuant to which we allotted and issued to REA new ordinary shares in our capital comprising an 18.0% equity interest in our enlarged company. REA is also entitled to appoint one director to our Board and has appointed Owen Wilson as a director of the Company.
The Project Panama Entities operates the following:
Our acquisition of the Project Panama Entities establishes Malaysia as a third large growth market for our Company and brings significant synergies to us. We believe that our acquisition of the Project Panama Entities will bolster our ability to provide property seekers with transparent and easy access to the most comprehensive set of data, actionable insights, and services to support their home ownership aspirations in Southeast Asia. We also believe that the acquisition will accelerate our ambition of becoming the “Trust Platform” for the property ecosystem—a platform that connects Southeast Asia’s property markets into an efficient ecosystem that builds trusted relationships between agents, consumers, developers, valuers and banks by driving greater transparency and efficiency.
The transaction also provides support from REA Group, a global PropTech platform, as a strategic shareholder. As part of the PIPE Investment, REA made an additional $51.9 million equity investment in the Company, which included REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru.
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Our Products and Services
Our business provides a range of products and services for agents/agencies, developer, valuer and financial institution customers. We primarily offer tiered-subscription packages to our agent/agency customers that give them access to our digital property classifieds marketplaces, generating opportunities for them to rent or sell properties to property seekers. Our offering to developers primarily consists of digital advertising on our websites, participation in annual award shows and events and our sales process automation and data products. Our data and software solutions business serves real estate agents and agencies, developers, banks and valuers with our market insights and intelligence and valuation management tool. Our recently acquired Singapore home services technology company, Sendhelper, connects homeowners and tenants with verified home service providers.
Agents Business
Our agents business provides products and services to agents and some select agencies through our digital property classifieds marketplaces. Currently in our Priority Markets, property owners typically do not work exclusively with a single agent, and it is permissible for multiple agents to market a single property. As a result, we focus on developing relationships with and generating revenue from individual agents, rather than competing for individual property listings, as is common in developed markets like Australia. Based on our last six months average as of December 31, 2022, we have over 63,000 agents in our Priority Markets.
Our revenue model is predominantly subscription-based, where agents currently pay upfront fees for an annual subscription that provides them with a number of credits. In all our Priority Markets other than Vietnam, agents can currently select one of our annual subscription packages, with each subscription package providing a different number of concurrent listings, credits, functionality of data and premium features. Higher tier subscription packages offer access to more features and a greater volume of credits.
Agents can use credits to list properties and purchase depth products to increase the prominence of their listings on our digital marketplaces. Agents can purchase additional discretionary credits as they utilize those included in their subscription package, or they can purchase certain products directly on a cash basis. We offer a premium form of credit, “Prime Credits”, that allows agents in Singapore and Malaysia to book, reserve and extend “Featured Agent” slots, which provide agents with exposure in a particular development or area, and agents in Singapore to use the “Promoted Listings” tool, which enhances visibility of property listings to property seekers searching for properties with similar criteria. “Prime Credits” are included in higher subscription packages and are available for individual purchase.
Upfront fees are not generally refunded after an initial 30 day trial period has elapsed. Agents can currently upgrade their subscription package at any time during the term of their subscription but can only downgrade during the month when their subscription is due to expire. Ahead of a price increase, agents can either (i) avail themselves of an “early bird renewal” option and renew their subscription one month ahead of the scheduled price increase at current prices or (ii) upgrade their subscription early to a higher package at current prices. The early bird renewal option is only available to those agents whose subscription is due to expire in the month when the price increase will take place.
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We believe we have a significant opportunity to increase our ARPA across all of our Priority Markets (except Vietnam where we operate a different business model). Increases to ARPA are driven by headline price increases in subscription packages, variable pricing of depth activities and discretionary credits. Increases are also a function of agents increasing their online marketing expenditure to take up premium products. Our strategy to increase agent subscription revenue is to focus on renewals across our subscriber base, while continually optimizing current subscription packages to upsell our products and services to our subscriber base. Our strategy to increase agent discretionary revenue involves encouraging agents to differentiate their listings through the purchase of depth products that offer them branding and listing promotions solutions. Capitalizing on a competitive advertising market, our strategy is to continue to invest in and introduce a wider variety of depth products that stimulate higher discretionary spending and drive growth in ARPA.
In Vietnam, we offer a pay-as-you-go model, whereby agents pay for each individual property listing and additional features as required. This model is specific to the Vietnamese market, where there is a large number of agents that are part-time or casual, and therefore their ability to finance annual subscriptions is currently limited. We have no immediate plans to change this approach which provides a low barrier to entry for part-time or
casual agents and encourages industry participation.
Our higher-margin depth products have become an attractive offering to complement an agent’s standard listings. Depth products include:
Depth products provide an encouragement for agents to either upgrade their base subscription package or buy more discretionary credits. Agents are charged additional fees for these services. “Featured Agent” and “Promoted Listings” products are able to be purchased only through our premium form of credit, “Prime Credits”, which are included in our higher tier subscription packages and available for purchase on top of subscription packages.
Our Singapore business has seen continued take-up of depth products, including “Featured Agent”, “Turbo” and “Promoted Listings”. However, this take-up is still below comparable businesses in developed markets such as Australia and the United Kingdom where premium products have been a significant source of advertising revenue growth. We believe that there is significant potential to increase depth product revenues in our new and existing agent base in Singapore but also in Malaysia, Thailand and Indonesia, where depth product penetration has been lower.
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An example of our tiered subscription pricing model and the inclusions within these packages is set out below, as of December 31, 2022. This example shows our Singapore subscription packages. Our subscription packages are similar across all of our Priority Markets with the exception of Vietnam—which operates under a pay-as-you-go model.
Note: Our subscription packages are similar across all of our markets except for Vietnam which operates under a “pay as you go” model
Developer Business
Our developer business provides developers with access to our Awards and Events and Digital advertising solutions.
Our awards and events business, which is an integral component of our developer business, is one of the largest property awards series in Asia based on the number of markets covered and consists of an independent judging panel of industry experts in each market. In 2022, our awards and events business sourced entries from thirteen markets across Asia and held awards ceremonies in seven of these markets to assess and honor top developers for their achievements. The awards and events business generates revenue by assessing residential and commercial properties and organizing annual property awards events (physical and digital) in various countries to honor top developers. Winners are entitled to use the official PropertyGuru Asia Property Awards logo in their external marketing materials and are provided with digital marketing packages. In addition to providing a strong revenue stream from our developer customer base, the awards and events business provides long-term strategic value by allowing PropertyGuru to build strong relationships with developers. Our awards and events business, PropertyGuru Asia Property Awards, contributed S$5.8 million, S$6.3 million and S$8.9 million to our revenue in 2020, 2021 and 2022.
We also host real estate events including showcases and exhibitions at which developers can buy booths to promote their businesses and recent property developments. In recent times these events have become digital and showcase property from across the Southeast Asian region.
Our customer base includes developers that utilize our digital property classifieds marketplaces for advertising, content marketing and performance products. Our developer business model is predominantly based on display advertising and content marketing, which increases property seekers’ awareness of our developers’ customers’ brands, leading to sales enquiries. Developers pay us fees based on the duration as well as the prominence of advertising. Our performance products, which consist of prominent homepage placement and audience targeting, are charged on a fee per lead basis.
We see a significant opportunity to increase advertising share within our developer customer base, as these customers are still at the early stages of moving their advertising spends from offline (print, outdoor, events) to online solutions. Currently, we have paying developers across sixteen markets (including our awards and events business business).
Despite the significant amount of new property developments in our Priority Markets, we currently only have a small share of developer advertising expenditure in those markets, primarily because developers still allocate significant advertising expenditure to offline media.
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We believe that the transparency of the developer’s marketing performance on online channels versus offline mediums, and the ability to access larger and easily-segmented audiences, will lead to more developer expenditure moving online. We expect that this transition will be further supported by the increase in cross-border transactions, which has seen developers actively seeking to attract foreign investors. These foreign investors can be more effectively targeted and reached through online advertising.
Our Priority Markets
Singapore
We began operations as a digital property classifieds marketplace in Singapore in 2007. We have the largest market share among digital property marketplaces in Singapore with 81% Engagement Market Share (5.2 times more than our closest peer), based on SimilarWeb data between July 2022 and December 2022. Organic traffic represents 91% of the traffic to our platforms in Singapore, based on Google Analytics data between July 2022 and December 2022. Our Singapore marketplaces business contributed S$46.5 million, S$55.9 million and S$69.2 million of our revenue in 2020, 2021 and 2022, respectively.
Our Singapore business is in a phase of increasing profitability, whereby having acquired the majority of the agent market we are now primarily focused on increasing ARPA through pricing measures and increasing depth products penetration to enable our customers to further differentiate their property listings. We focus on renewals among high-value, loyal subscribers and upselling agents to move up to higher tier subscription packages. Furthermore, given the relatively mature nature of the Singapore market, we believe that agents need to differentiate their listings. We seek to capitalize on this need by introducing a wider range of depth products to allow agents to increase the prominence of their listings. We continue to invest in brand-building and maintaining strong positions in organic search rankings in critical online channels such as Google and Facebook to help maintain our market leadership. We do this through search engine optimization techniques rather than through paid advertising.
We also own CommercialGuru.com.sg (“CommercialGuru”), a marketplace for office space, retail and industrial property. CommercialGuru provides a directory of commercial properties as well as leads for commercial services, including financial and household maintenance services. It also provides commercial property
resources, market news and research reports.
We launched our mortgage business, PropertyGuru Finance (Propertyguru.com.sg/mortgage), in Singapore in March 2020 and in October 2022, we acquired Sendhelper (Sendhelper.com), a Singapore home services technology company.
Vietnam
We first entered the Vietnamese market in 2016 when we acquired a 20% stake in the holding company of Batdongsan.com.vn, the leading digital property marketplace in Vietnam. In 2018, we increased our 20% shareholding in the Vietnamese legal holding structure to fully consolidate the business from an accounting perspective. Batdongsan.com.vn has the largest market share among digital property marketplaces in Vietnam with 75% Engagement Market Share (3.1 times more than its closest peer), based on SimilarWeb data between July 2022 and December 2022, underpinned by high organic traffic and a strong brand. Organic traffic represents 98% of the traffic to our platforms in Vietnam, based on Google Analytics data between July 2022 and December 2022. The strong economic growth in Vietnam, combined with looser restrictions on foreign real estate purchases and a growing middle class, have driven a boom in the Vietnam residential property market over the last decade. We have benefited from this growth as more people use our platform to advertise their property listings.
Our Vietnam business operates on a pay-as-you-go model, due to the nature of the market where a large portion of agents are casual or part-time in nature only, as compared to Singapore and our other Priority Markets where there is a significant number of full-time, professional and registered agents. Our Vietnam marketplaces business contributed S$18.2 million, S$18.8 million and S$24.0 million of our revenue in 2020, 2021 and 2022, respectively, and was Adjusted EBITDA positive in each of those periods. We are in a high growth phase in this region, where we believe there is substantial opportunity for continued expansion through customer acquisition and increased average revenue per listing, while expanding profitability.
Malaysia
We entered the Malaysian digital property classifieds marketplace in 2011 through the launch of www.Homeguru.com.my and the purchase of FullHouse Media Sdn Bhd, owners of FullHouse.com.my. In 2012, we consolidated under our Singapore brand, PropertyGuru, leveraging its established brand name to assure property seekers of overall consistency and the same quality experience as well as to consolidate marketing resources under the PropertyGuru brand name.
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On August 3, 2021, we acquired iProperty.com.my, the second-leading portal in Malaysia (in terms of Engagement Market Share, based on SimilarWeb data for the last three month average as of December 31, 2020), and Brickz.my, an online data platform providing property transaction data in Malaysia. Through the PropertyGuru and iProperty platforms, we have the largest market share among digital property marketplaces in Malaysia with 93% Engagement Market Share (15.2 times more than our closest peer), based on SimilarWeb data between July 2022 and December 2022. Organic traffic represents 76% of the traffic to our platforms in Malaysia, based on Google Analytics data between July 2022 and December 2022. Our acquisition of the Project Panama Entities establishes Malaysia as a third large growth market for our Company and brings significant synergies to us in the form of reduced marketing spend, increased cross-selling opportunities and staff optimization. PropertyGuru anticipates that the consolidation of functions (Product, Technology, Finance, Sales, Marketing, and HR) within the two brands will continue to drive further efficiencies and synergies. For more information, see “—Our Growth Strategy— Acquisition of the Project Panama Entities.”
Our strategy has been to invest in long-term fundamentals by ensuring we provide the best consumer experience, build strong organic traffic, and invest in solid customer relations for purposes of listing acquisition and monetization. With the acquisition of iProperty.com.my, our Malaysian business is now in a phase of integration and increasing profitability, where having acquired the majority of the agent market we are now primarily focused on increasing ARPA through pricing measures and increasing depth products penetration to enable our customers to further differentiate their property listings. Our Malaysia marketplaces business contributed S$7.5 million, S$14.3 million and S$25.4 million of our revenue in 2020, 2021 and 2022, respectively.
In December 2020, we acquired MyProperty Data, Malaysia’s largest property data company.
Thailand
We acquired DDProperty.com in July 2011, with its founders helping run the business post-acquisition, including establishing the office and hiring key staff. The name DDProperty translates to “Good Property” in Thai. The site was initially displayed solely in the Thai language, with an English option for DDProperty added in mid-2012, which positioned us to cater to the large number of expatriates living and investing in the Thai property market.
Our strategy in Thailand is categorized by growth and investment. We believe that we have an opportunity to extend our leadership position by increasing our agent numbers, as well as driving ARPA growth across the business.
On August 3, 2021, we acquired thinkofliving.com, a property review site in Thailand. For more information, see “Business—Our Growth Strategy—Acquisition of the Project Panama Entities.” We have the largest market share among digital property marketplaces in Thailand with 58% Engagement Market Share (2.5 times more than our closest peer), based on SimilarWeb data between July 2022 and December 2022. Organic traffic represents 61% of the traffic to our platforms in Thailand, based on Google Analytics data between July 2022 and December 2022. Our Thailand marketplaces business contributed S$6.1 million, $6.1 million and S$9.6 million to our revenue in 2020, 2021 and 2022, respectively.
Indonesia
We entered the Indonesian market in 2011 through our acquisition of Rumah.com. We further strengthened our position with the acquisition of RumahDijual.com in 2015, which brought together two of Indonesia’s leading property websites. We completely overhauled our Indonesian business website in October 2011 to bring it onto the same platform and brand identity as our other Southeast Asian operations. “Rumah” means “home” or “property” in Bahasa Indonesia, which gave us the benefit of increased Google search traffic for people looking for these relevant keywords. Our Indonesian marketplaces business contributed S$1.8 million, $2.3 million and S$2.6 million to our revenue in 2020, 2021 and 2022, respectively.
We have a 22% Engagement Market Share (0.3 times our closest peer), based on SimilarWeb data between July 2022 and December 2022. Our nearest peer operates both property classifieds and digital agency models. Organic traffic represents 92% of the traffic to our platforms in Indonesia, based on Google Analytics data between July 2022 and December 2022.
Fintech and Data Services Business
Fintech
Across Southeast Asia, property seekers have substantial unmet needs in home financing and insurance. Access to mortgage financing in our Priority Markets is much more difficult than in most developed markets, exacerbated by low financial literacy in some of our markets. As a result, research shows that consumers are dissatisfied due to the complex, manual and opaque mortgage processes. Real estate agents often lack the expertise to advise, leaving an opportunity for PropertyGuru to come in. In general, we believe that the regulators in our Priority Markets are supportive of Fintech players to enter into the mortgage financing industry.
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We launched our mortgage business, PropertyGuru Finance (Propertyguru.com.sg/mortgage), in Singapore in March 2020. PropertyGuru Finance provides financial institutions with access to our digital mortgage marketplace. Buyers are matched to suitable mortgages online and through a team of PropertyGuru mortgage advisors. Upon each successful match, the financial institution pays PropertyGuru a commission. In October 2021, we launched ‘SmartRefi.’ Bringing innovation to mortgage refinancing in Singapore, SmartRefi is a tool that lets users auto-track their mortgage against daily market rates to help them decide the best time to refinance. We also generate revenue from PropertyGuru Finance through insurance cross-selling commission and digital advertising services for lenders.
As of the end of December 2022, the value of mortgages that were arranged by PropertyGuru Finance was in excess of S$3 billion and we believe there is still significant potential for growth. We also intend to expand our PropertyGuru Finance offering beyond Singapore into our other Priority Markets, either organically or through strategic acquisitions.
Data Services
We believe there is a significant opportunity for us to expand our business through the development or acquisition of data capabilities. Our approach has been to position ourselves as a single source of truth with respect to our proprietary consumer demand and property supply data, and provide reference price data in countries without official records. In addition, we have built up our data science and technology capabilities, and have increased ease of data access through more intuitive interfaces.
Through our data services business, we provide data, insights and intelligent software to real estate agents and agencies, property developers, valuers, banks, investors and other enterprise clients. PropertyGuru DataSense is our property market intelligence platform, which provides among others pricing analytics, location insights, residential demographics, migration patterns, property seeker demand analysis, auction data and geo-analytics. ValueNet is our cloud-based solution for valuers and banks to help them improve the turnaround time and quality of their property valuations. The system analyzes and validates property valuation data, automatically routes bank requests for valuation and facilitates tracking, management and valuation requests. ProxyPrice is our property price valuation estimate tool which generates customized reports and property insights based on up-to-date transaction data and intelligent algorithms. Our Saas-based automation solution, PropertyGuru FastKey, is used by developers to distribute content, as well as to manage their salesforce and leads. Developers use this software to automate multiple parts of their sales process from sales collateral delivery, tracking the performance of various sales channels, digitizing document generation, accepting real-time bookings and accessing an agent marketplace to ensure faster sales of their new projects.
Home Services
In October 2022, we acquired Sendhelper, a Singapore home services technology company which connects homeowners and tenants to a network of verified home service providers. The services include, among others, cleaning, air conditioner maintenance, and handyman and repair services. The acquisition represents our entry into the home services industry and is in line with our growth strategy of expanding into adjacencies while investing in its core marketplaces business towards creation of a digital property ecosystem for all its stakeholders in Southeast Asia. With the addition of Sendhelper, we aim to become a one-stop destination for property seekers to not only find, finance and own their dream home but also manage and maintain it.
Our Platform and Technology
Platform overview
We operate desktop web, mobile web and mobile application platforms across all our Priority Markets. Our mobile web and mobile application platforms are our primary driver of user engagement, with approximately
62% of traffic to our platforms coming from mobile, based on Google Analytics data between July 2022 and December 2022.
We use a common multi-tenant technology platform and single source code for our marketplace offerings in each of our Priority Markets except in Vietnam and the recently acquired Project Panama Entities. This provides scale efficiencies, and gives us speed-to-market with new products and developments. In each Priority Market, the platform is localized, including in terms of language and currency and certain market-specific features and configurations. In addition to our core marketplace platform, we are investing towards building a data platform to power our data offerings for our business and enterprise customers in our priority markets.
Our Vietnam business currently operates on its own technology platform. This strategy currently suits our business in Vietnam given the stage of the business and the market structure (both payment model and agent structure) relative to our other Priority Markets. As the Vietnamese market matures, we may seek to integrate the business into our common technology platform.
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Our technology platform design is centered on our key user groups—property seekers and sellers, agents, developers, banks and valuers.
Product development
Our business is underpinned by constant technological innovation and investment. We have developed proprietary, scalable technology platforms, with features and functionality designed to deliver our customers and property seekers a great user experience. Our platforms have been developed to operate efficiently across different markets in multiple languages and currencies and with integrated mobile and other technology capabilities.
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Artificial Intelligence and Machine Learning
We have developed software that leverages artificial intelligence to make every property search a highly personalized and intuitive experience. Our on-site discovery capability is driven by our proprietary Artificial Intelligence Recommendation Engine (“AIRE”), which we launched in April 2018. Our AIRE allows us to recommend a property based on property seekers’ preferences and behaviors. Underpinning this are machine learning algorithms, which have been trained to recognize behavioral cues to determine the kind of properties that could be of best interest to the user. As AIRE learns more about each user’s unique needs and preferences, the platform will become increasingly tailored, smarter, and more accurate. As property recommendations to the user improve, the user experience is enhanced through increased engagement, which allows us to more easily retain those users.
In addition to enhancing our listing discovery capabilities via AIRE, artificial intelligence plays an integral role in the ongoing moderation and quality control of content via our proprietary Quality Photos Guide. Internal data analytics have shown us that listings with images containing face/text overlays generate fewer leads, and some images on listings are “broken” where only a partial portion of the image can be seen. Using artificial intelligence, we automatically scan uploaded images and flags problematic images. The listings are then assigned a quality score based on the analysis, after which agents are alerted to problematic images, and given tips on how best to improve their images and listing performance. This process allows for significantly better listing performance, and our AI-driven solution seeks to ensure that all images uploaded by agents comply with contemporary property seeker expectations on image quality. The technology extends beyond images, and is also being used to analyze text in listings.
Immersive Content
Our search capability is further enhanced through the use of augmented reality technology. In January 2019, we launched PropertyGuru Lens, a visual search solution that allows users to search properties by simply using the camera on their smartphone. Powered by augmented reality, artificial intelligence and machine learning technologies, PropertyGuru Lens works by analyzing the visual and geo-spatial data collected through the user’s mobile device to perform different tasks. The solution identifies the building and then give users the property listings of all units that are available for purchase or rent, all in real-time. PropertyGuru Lens is currently available in Singapore, and we expect to continue developing and improving this technology in the near future.
In May 2020, we launched a new digital feature, StoryTeller, that allows 360-degree walkthroughs of a project, its units and the surrounding cityscape. StoryTeller is part of PropertyGuru FastKey, and will allow developers to go to market as soon as their project is approved, without the need to wait for the construction of its show flat or sales gallery. With the VR-powered experience powered by StoryTeller, property seekers can easily move through the interiors and exteriors of projects, including their surroundings, facilities and street views—enabling them to compare various projects at their convenience and make confident property decisions. Property seekers can also view, select and even register interest for a unit based on their preference and as per real-time inventory availability in the project. In addition, StoryTeller enables agents to host viewings and close deals remotely. With the reshaping of consumer behavior from social distancing measures implemented amid the COVID-19 pandemic and virtual becoming the new normal, we believe that the integration of StoryTeller into PropertyGuru FastKey will enhance the consumer experience by enabling immersive digital experiences and bring greater transparency and flexibility for all in the property ecosystem.
In January 2021, we launched our new feature in Singapore, the PropertyGuru Green Score, which assigns a sustainability rating to properties listed on our platforms. By partnering with Reomnify, a location data intelligence platform, we have devised the PropertyGuru Green Score based on the number of Mass Rapid Transit (MRT) train stations and bus stops within 400 meters and the number of sustainability awards received by the project at PropertyGuru Asia Property Awards. With a rating of one to five, properties are rated from Average to Good and Excellent, and the PropertyGuru Green Score is displayed prominently on our property listings. Through the PropertyGuru Green Score, we hope to encourage Property Seekers to choose eco-friendly homes, recognize sustainable housing projects and developers, and raise awareness around green living.
Data and Software Solutions
Our PropertyGuru DataSense market intelligence platform supports agents, developers, banks and investors make better property decisions. Our API products allow customers to directly ingest selected insights into their systems. Our PropertyGuru FastKey platform is sales process automation software that has evolved into a tool for developers to digitize and optimize their sales processes. Our SaaS-based property valuation management tool, ValueNet, digitizes and provides an end-to-end ecosystem that increases efficiency, reduces cost and streamlines workflows for banks and valuers by automatically routing bank requests for valuation and facilitating tracking, management and valuation requests. We are also investing in our Fintech services and our home services platform, Sendhelper. For more information, see “—Our Platform and Technology—Platform Overview.”
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Marketing and Brand Awareness
Our marketing focuses on three audiences: (i) property seekers and, (ii) real estate agents and (iii) real estate developers.
With regard to property seekers, our objective is to acquire and retain quality traffic that subsequently generates quality enquiries for agents and developers on our platform. We seek to optimize unit economics, namely the cost of acquisition of a property enquiry. To achieve this, we invest in both long-term fundamentals such as brand, reputation and organic traffic, and in shorter-term performance instruments such as paid online advertisement. We believe this has enabled us to achieve high levels of traffic in recent years.
Priorities in marketing to property seekers in each of our markets are Search Engine Optimization (“SEO”), content marketing and branding. The strength of our brands, the extensive volume and quality of our first-party data and our strong organic positions in critical online channels (e.g. Google) provide a strong basis for continued attractive acquisition unit economics in the medium-term.
In December 2022, we launched our enterprise solutions brand, PropertyGuru For Business, which includes a unified service and proprietary data solutions, event solutions and marketing services to guide enterprise clients such as property developers, agencies, banks, valuers, city planners and policy makers. PropertyGuru For Business works with property stakeholders to improve systems in markets where it operates by championing and enabling digitalization so that all property stakeholders can leverage deeper insights to make more confident decisions in a more transparent property ecosystem.
With regard to agents and developers, we seek to increase our market share by continually enhancing company reputation, value perception and product adoption through automated content marketing, sponsorships, promotional programs, customer training, loyalty programs and thought-leadership events. These initiatives have enabled us to grow revenues from both agents and developers in recent years. We also increase our market share with agents and developers via the ‘virtuous cycle’ whereby a growing number of property seekers searching our platforms attract agents and developers to advertise on our platforms.
Supplier Relationships
We have developed most of our core technology internally utilizing open-source code (with the exception of the technology platforms that underpin our Vietnamese business and the business of the Project Panama Entities. This includes, but is not limited to, our digital property classifieds marketplaces and other innovations such as PropertyGuru FastKey, StoryTeller and PropertyGuru DataSense.
We use Amazon Web Services for a majority of our hosting and infrastructure requirements including storage, networking and database management. Other external suppliers we utilize include Oracle for Enterprise Resource Planning system; Salesforce for our Customer Relationship Management system and marketing cloud; and Google and Facebook for advertising purposes.
Competition
We face competition to attract consumers to our website and mobile applications and to attract advertisers to purchase our advertising products and services. Participants in the online real estate advertising market in our Priority Markets include PropTech platforms and developer and agent websites which all compete for market share in the industry, as well as offline real estate brokers and agents. Brand awareness, reputation, user experience and data accuracy, breadth and depth and pricing are all factors that contribute to competitiveness.
We also compete for a share of advertisers’ overall marketing budgets with traditional media such as newspapers, television, magazines and billboards.
Intellectual Property
Substantial elements of our websites, applications, databases and underlying technology, as well as our domain names and trademarks are proprietary in nature. We endeavor to protect our investment in our intellectual property in the jurisdictions where we do business.
As of December 31, 2022, we have 80 registered trademarks, including registrations for “PropertyGuru” and the PropertyGuru logo. We are the registered holder of a variety of domain names, including “PropertyGuru.com.sg,” “CommercialGuru.com.sg,” “Rumah.com,” “RumahDijual.com,” “Batdongsan.com.vn,” “DDProperty.com” and “asiapropertyawards.com,” and have full legal rights over all these domain names for the period for which such domain names are registered. We also have 14 pending trademarks as of December 31, 2022.
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In addition to the protection provided by our intellectual property rights, we enter into confidentiality and proprietary rights agreements with certain of our employees, consultants, contractors and business partners. Certain of our employees and contractors are also subject to invention assignment agreements. We further control the use of our proprietary technology and intellectual property through provisions in both our general and product-specific terms of use on our website.
In addition to the intellectual property that we own, we license certain intellectual property from third parties. In particular, we license certain intellectual property rights from third parties related to certain aspects of our business.
We believe the value associated with our brands contributes to the appeal and success of our products, and our future ability to develop, acquire or license new brand names of similar quality, and to protect those brands, is important to our continued success. Therefore, we continue to invest in the recognition and protection of our brands.
For risks related to our intellectual property, see “Risk Factors—Risks Related to Our Intellectual Property and Technology.”
Employees
As of December 31, 2022, 2021 and 2020, we had 1,711, 1,410 and 1,314 full-time employees. We have developed a culture of innovation where employees seek to proactively solve complex problems and challenges faced by a high growth business. Our employees undertake extensive technical and strategic training, which equips them for these challenges.
In 2021, we established a center of excellence in India, where we plan to focus our hiring efforts for technology talent.
Our team operates in a flat, low hierarchy and agile environment that promotes bold ideas and innovation. To enhance engagement we hold regular town hall sessions to update employees on our strategy and progress. This ensures all employees understand our mission of helping people make confident property decisions through relevant content and actionable insights. We believe this form of open communication helps to foster a sense of purpose among all employees and take individual responsibility for making our Company better in every aspect.
None of our employees are represented by a labor union or party to a collective bargaining agreement, except for our employees in Vietnam. Our Vietnamese employees are party to a collective bargaining agreement, and we work with our Vietnamese employees and their representatives to ensure there is regular, open communication to maintain a strong and harmonious relationship between all parties. We have never experienced any work stoppages or strikes as a result of labor disputes. We consider our relationship with our employees to be good.
Diversity and Inclusion
We value the benefits that diversity and inclusion bring to its business. By building a team with individuals from diverse backgrounds, accompanied by a culture of inclusion, we believe that we can accelerate innovation and embrace the unique experience, ideas, skills and perspectives of every individual. As of December 31, 2022, our employees come from 34 different countries around the world, and 65% of our employees and one-third of our directors are women. As a business, we believe that this focus on diversity and inclusion can help to enable the delivery of the best customer and consumer experience and shareholder value.
We are committed to implementing initiatives across our business to enhance the diversity of our organization and ensure we have an inclusive culture where all employees feel heard, valued, respected and are encouraged to reach their full potential. We do this by providing annual training and development on diversity and inclusion for all employees, heightening our cultural competence, stimulating conversations, and providing the space for all of us to take collective steps in creating a culture of mutual respect that embraces and promotes individual differences as well as reflects the customers and communities we serve.
Environmental, Social and Governance (“ESG”)
Addressing the ESG risks and opportunities that are relevant to our Company is a strategic priority that we intend to embed into our core business activities. In 2022, we started to develop our ESG strategy by conducting an assessment to determine the ESG topics that are of greatest current relevance to our business and our stakeholders, and where we can make the most impact.
Key aspects of this assessment included:
Key stakeholders engaged included our employees, our leadership team, our board of directors, key investors, our customers, industry associations and regulatory bodies.
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We intend for these ESG pillars derived from the identified priority topics to constitute the framework for our ESG strategy going forward, including as it relates to our overall business strategy and future operationalization of our ESG strategy. We also recognize that urgent society-wide action is needed to combat climate change and transition to a low carbon economy and, accordingly, are taking steps to evaluate our greenhouse gas emissions profile.
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Organizational Structure
The table below sets forth a description of our organizational structure as of December 31, 2022.
Notes:
Facilities
Our headquarters are located in Singapore and consists of approximately 25,963 square feet of leased office space. This facility currently accommodates the majority of our executive leadership team and leadership of our product and technology, marketing, sales and corporate functions.
We also lease offices in Vietnam, Malaysia, Thailand, Indonesia and India. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations.
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Regulations
This section sets forth a summary of the significant regulations or requirements in the jurisdictions where we conduct our material business operations, namely our Priority Markets. We are subject to laws and regulations relating to, among others, data privacy and consumer protection laws, intellectual property rights, anti-bribery and corruption, anti-money laundering and terrorism financing, employment and labor, foreign investment, dividend distributions and foreign exchange controls.
As PropertyGuru is a Singapore-incorporated company, we are, with regards to privacy legislation, subject principally to the Personal Data Protection Act 2012 (“PDPA”) in relation to the collection, use and/ or disclosure of personal data.
There are two key parts of the PDPA: (i) the protection of an individual’s “personal data”, i.e. data, whether true or not, about an individual who can be identified from that data or other accessible information; and (ii) the establishment of a Do-Not-Call Registry for individuals to register their Singapore telephone numbers to indicate their desire to opt out from receiving certain types of marketing messages.
The key obligations of the PDPA are as follows:
On the Do-Not-Call Registry requirements under the PDPA, before sending marketing messages to a Singapore telephone number (through voice call, text messages, and fax), organizations must first check that such numbers are not listed on the relevant Do-Not-Call Registers (i.e. the No Voice Call Register, the No Text Message Register and the No Fax Message Register). A failure to do so is a contravention of the PDPA, although an organization is not required to check the Do-Not-Call Registers in certain prescribed instances, for example, where the organization has obtained “clear and unambiguous” consent from the user, and such consent is evidenced in written or other form accessible for subsequent reference.
Similarly, there are personal data protection laws and regulations imposed on the Group Companies in each of the other Priority Markets and India, where a number of our employees are located, including Malaysia’s Personal Data Protection Act 2010, the Thai PDPA, India’s Information Technology Act 2000 and Vietnam’s data protection, personal information and privacy regulations set out in the Constitution 2013, the Civil Code 2015 and in sectoral laws including but not limited to Decree 53 and the Law on Cybersecurity 2018 and the Network Information Security Law to protect personal data and other confidential information from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction of such
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information. In Indonesia, we are subject to the Law on Protection of Personal Data, which is subject to a two-year transitional period following its enactment in October 2022, as well as other laws and regulations governing personal data protection, including the Law on Electronic Information and Transactions.
We have also aligned our practices with the Practice Guidelines for Ethical Advertising issued by the Council for Estate Agencies (the “CEA Practice Guidelines”). The CEA Practice Guidelines seeks to provide estate agents and salespersons with clear and detailed guidelines on the use of advertisements to comply with the Code of Ethics and Professional Client Care established under the Estate Agents (Estate Agency Work) Regulations 2010 and establish best practices in advertisements. While our management has confirmed that we are not regulated by the Council for Estate Agencies, as a publisher of property listings, we nevertheless observe the CEA Practice Guidelines as a matter of best practice. Other than in Malaysia, where registered agents are required to comply with advertisement and publicity requirements, there are no similar regulations and guidelines in the other Priority Markets.
We are subject to many other laws and regulations, including those related to intellectual property, protection of minors and property seeker protection. We are also subject to laws and regulations in our other Priority Markets which regulate our right to operate a business there, including foreign ownership restrictions.
Legal Proceedings
From time to time, we may become involved in actions, claims, suits, and other legal proceedings arising in the ordinary course of its business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. We are not currently a party to any actions, claims, suits or other legal proceedings the outcome of which management believes, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations.
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BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information relating to our executive officers and directors as of the date of this prospectus.
Name |
| Age |
| Position/Title |
Mr. Olivier Lim |
| 58 |
| Chair and Independent Director |
Mr. Hari V. Krishnan |
| 44 |
| Chief Executive Officer and Managing Director |
Ms. Rachna Bhasin |
| 50 |
| Independent Director |
Ms. Jennifer Macdonald |
| 57 |
| Independent Director |
Mr. Stephen Melhuish |
| 54 |
| Co-Founder and Director |
Mr. Dominic Picone |
| 44 |
| Director |
Mr. Ashish Shastry |
| 47 |
| Director |
Ms. Melanie Wilson |
| 49 |
| Independent Director |
Mr. Owen Wilson |
| 58 |
| Director |
Mr. Joe Dische |
| 46 |
| Chief Financial Officer |
Ms. Genevieve Godwin |
| 42 |
| Chief People Officer |
Ms. Disha Goenka Das |
| 38 |
| Chief Marketing Officer |
Ms. Shyn Yee Ho |
| 41 |
| Managing Director, Data & Software Solutions |
Mr. Manav Kamboj |
| 46 |
| Chief Technology Officer and Managing Director, Fintech |
Mr. Jeremy Williams |
| 48 |
| Managing Director Marketplaces |
The business address of each director and executive officer is #12-01/04 Paya Lebar Quarter, 1 Paya Lebar Link, Singapore 408533.
Olivier Lim has served as an Independent Director and the Chair of our board of directors since March 2022. He has served as an Independent Director and the Chair of PropertyGuru’s board of directors since 2019. Mr. Lim currently serves as the Chairman of the Board of Starhub Ltd, the Non-Executive Lead Independent Director of DBS Group Holdings Ltd and DBS Bank Ltd, and the Chairman of Certis CISCO Security Pte. Ltd. He also currently serves as a Non-Executive Director on the board of Raffles Medical Group Ltd. and deputy Chairman of the Singapore Tourism Board. From 2003 to 2014, Mr. Lim served in various senior management positions at CapitaLand Limited, including at various times as the Group’s Deputy Chief Executive Officer, Chief Investment Officer and Chief Financial Officer. Mr. Lim was named Chief Financial Officer of the Year in the 2007 Business Times Singapore Corporate Awards for companies with market capitalization above S$500 million. Prior to joining CapitaLand Limited, Mr. Lim worked at the corporate and investment bank divisions of Citibank Singapore for 13 years. Mr. Lim received his Bachelor of Engineering degree in Civil Engineering with First Class Honors from Imperial College, London.
Hari V. Krishnan has served as the Managing Director on our board of directors since March 2022. Mr. Krishnan has served as PropertyGuru’s Chief Executive Officer and Managing Director since 2016. He is a seasoned general manager and board director with a deep digital technology pedigree. He is a TEDx speaker and vocal advocate for sustainable urban living solutions. He has more than 20 years of industry leadership experience in technology and digital organizations across Asia and the US. driving digital transformation for industries like music, travel, recruitment, and now real estate. Mr. Krishnan currently serves on the Singapore government’s Future Economy Council Modern Services Sub-committee, and has advised the government on real estate industry transformation and skills development. Prior to joining PropertyGuru, Mr. Krishnan served in various positions at LinkedIn from 2009 to 2015, with his last position being Vice President and Managing Director of LinkedIn (Asia Pacific and Japan). He has also worked in various roles at Fox Interactive Media, Yahoo!, Cisco, and Travelguru. Mr. Krishnan received his Master of Business Administration from INSEAD, his Master of Science degree in Telecommunications from the University of Colorado and his Bachelor of Engineering degree in Electronics and Telecommunications with Honors from the University of Mumbai.
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Rachna Bhasin has served as an Independent Director on our board of directors since March 2022. Based in North America, she is currently serving as an Independent Director and a member of the Nominating and Corporate Governance Committee and the Human Resources Committee at NYSE-listed Ryman Hospitality Properties, Inc. and as an Independent Director and a member of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee at NYSE-listed Shutterstock, Inc. In addition, Ms. Bhasin also serves on the board of directors of Audiomack, a private company providing a music streaming and audio distribution platform and VICE Media Group, a digital media and broadcasting company. Ms. Bhasin is the Founder and Chief Executive Officer of EQ Partners and Co-Founder of Pacifica Investments. Between 2015 to 2019, Ms. Bhasin was the Chief Business Officer of Magic Leap. Prior to that, Ms. Bhasin was the Senior Vice President of Corporate Strategy and Business Development at Sirius XM Radio Inc. She has also held positions at Dell, Inc., where she led the company’s consumer strategic partnership and personalization, and at EMI Music North America as Vice President of Business Development. Ms. Bhasin received her Master of Business Administration from Harvard Business School and her Bachelor of Commerce and Administration with Honors from the Victoria University in New Zealand. Ms. Bhasin brings with her a wealth of international experience covering North America, Europe, Asia and Australia and New Zealand.
Jennifer Macdonald has served as an Independent Director on our board of directors since March 2022. She has served as an Independent Director of PropertyGuru since 2019. Ms. Macdonald also currently serves as Non-Executive Director and Chair of the board of Australian listed Healius Limited. She is also currently serving as a Non-Executive Director and Audit and Risk Chair on Australian listed SiteMinder Limited and Redbubble Limited. She also has an extensive experience in financial and general management roles. From 2014 to 2016, Ms. Macdonald served as the Chief Financial Officer and at certain times as interim Chief Executive Officer at Helloworld Travel. Prior to that, she served as the Chief Financial Officer and General Manager of the International Division at REA Group between 2010 and 2014. Ms. Macdonald holds a Bachelor of Commerce degree in Accounting from Deakin University and has a Master’s degree in Entrepreneurship and Innovation from Swinburne University. She is a member of the Institute of Chartered Accountants of Australia and New Zealand and is a Graduate Member of the Australian Institute of Company Directors.
Stephen Melhuish is PropertyGuru’s co-founder and has served as a Director on our board of directors since March 2022. He led and grew PropertyGuru’s business as Chief Executive Officer from its establishment until the end of 2016, and handed over all operational responsibilities in 2018. He became a non-executive director on the PropertyGuru board of directors in 2020. Mr. Melhuish is an award-winning entrepreneur who has built high-growth companies in Asia and Europe over the last 30 years and has been investing in and mentoring early stage companies over the last 18 years. Mr. Melhuish was awarded the Spirit of Enterprise Award in 2007 in recognition of his contributions to entrepreneurship in Singapore. He is a member of the Asian Venture and Philanthropy Network and Top Tier Impact and a judge and investor for Temasek Foundation’s The Liveability Challenge. In 2019, Mr. Melhuish founded Planet Rise to help companies tackle climate change and social inequality, and has invested in 23 start-ups in clean energy, clean water and oceans, clean air, clean food, migrant worker rights and women-led social enterprises. Mr. Melhuish has been a Venture Partner and Limited Partner at Wavemaker Partners since 2018. He cofounded, and launched a climatetech venture fund Wavemaker Impact in 2021, where he is Founding Partner and General Partner. Prior to co-founding PropertyGuru, Mr. Melhuish was founder and CEO of Business2Profit between 2004 and 2007 where he advised digital media, venture capital and start-up companies in Asia and Europe including Skype, AOL, Virgin Media, Vodafone, Extreme Media, iPass and Ariadne Capital. He also invested in mobile content startup ComiAsia and served as its Chief Executive Officer between 2006 and 2007. Previously, Mr. Melhuish also had leadership experience in the telecommunications industry for over ten years, with his last position serving as a Director in Cable & Wireless between 1991 and 2004. Mr. Melhuish obtained a Bachelor of Science degree in Electrical, Electronics and Communications Engineering at the University of Plymouth.
Dominic Picone has served as a Director on our board of directors since March 2022 and is Chair of the Nominating Committee. He has served as a Director of PropertyGuru since 2019 and served as an Alternate Director from 2015 until 2019. Mr. Picone is a Partner and Managing Director at TPG, based in Singapore. He has lived and worked in Asia since joining TPG in 2005 and, in that time, has been engaged with investments throughout the Asia Pacific region. His involvement with current and past TPG portfolio companies includes AP Towers, XCL Education, Aviva Singlife, Myanmar Distillery Company / Grand Royal Group, Indomaret, PropertyGuru, 8990 (Deca Homes), BFI Finance, Bank BTPN, and CIMB. Prior to TPG, Mr. Picone worked in the Investment Banking Division of Credit Suisse First Boston in Melbourne, primarily focused on mergers and acquisitions in Australia and New Zealand. A native of Australia, he received a Bachelor of Commerce (Honors) degree and a Bachelor of Laws degree from the University of Melbourne.
Ashish Shastry has served as a Director on our board of directors since March 2022. He has served as a Director of PropertyGuru since 2021. Mr. Shastry is currently a Partner, Co-Head of Asia Pacific Private Equity and Head of Southeast Asia at KKR Singapore Pte. Ltd. KKR Singapore Pte. Ltd. is an affiliate of KKR. He also currently serves or has previously served on the boards of Goodpack, MMI Holdings, Joulon Holdings, Bank BTPN, Parkway Holdings and Parkway Trust Management (manager of Parkway Life REIT). Prior to KKR Singapore Pte. Ltd., Mr. Shastry served as a Managing Partner of Northstar Group for 5 years as well as various roles at TPG Capital for 13 years, including as Partner and Head of Southeast Asia. Mr. Shastry began his career as a Financial Analyst at Lehman Brothers in 1996. He received a Bachelor of Arts degree in Economics with Honors from Princeton University.
Melanie Wilson has served as an Independent Director on our board of directors since March 2022. She has served as an Independent Director of PropertyGuru since 2019 and is Chair of the Remuneration Committee. Since 2016, Ms. Wilson has served on the board of directors of numerous entities listed on the Australian Securities Exchange and currently serves as
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Non-Executive Director at JB Hi-Fi Ltd and Chair of the Board of Baby Bunting Group Ltd. She has previously served as a non-Executive Director of iSelect Limited, ShaverShop Group Limited and EML Payments Limited. Melanie has over 15 years’ experience in senior management roles across global retail brands including Limited Brands, whose portfolio includes Victoria’s Secret and Bath & Bodyworks, Starwood Hotels, Woolworths Limited and BB Retail Capital. Ms. Wilson began her career as an Analyst in the corporate finance division of Goldman Sachs in 1997 and was also a management consultant at Bain & Company between 2002 and 2004. Ms. Wilson holds a Master of Business Administration degree from Harvard Business School and a Bachelor of Commerce degree in Commerce and Finance from the University of Queensland. She is also a Graduate member of the Australian Institute of Company Directors.
Owen Wilson has served as a Non-Independent Director of our board of directors since March 2022. Mr. Wilson is currently the Chief Executive Officer of the Australian Securities Exchange listed REA Group. Prior to that, Mr. Wilson served as REA Group’s Chief Financial Officer. Mr. Wilson joined REA Group from Chandler MacLeod Group Ltd where he was the Chief Financial Officer and Company Secretary. He previously held positions with ANZ and KPMG across Australia, Asia and the UK. Mr. Wilson holds a Bachelor of Commerce in Accounting and Computer Science from Deakin University. He is also a member of the Institute of Chartered Accountants of Australia and New Zealand.
Joe Dische has been PropertyGuru’s Chief Financial Officer since 2018. He is responsible for leading the finance and corporate teams, overseeing accounting and finance, treasury, taxation, legal and strategy. His work also includes managing the budgeting and forecasting of PropertyGuru’s financial performance. Mr. Dische has over 20 years of global financial experience across listed and private companies in the online, media and telecommunication industries. Prior to joining us, Mr. Dische was the Chief Financial Officer at iCar Asia Limited, listed on the Australian Securities Exchange between 2014 to 2018. He also previously spent six years at Vodafone Hutchison Australia, last serving as financial controller, and three years at V2 Music (a Virgin Group company) as Chief Financial Officer. Mr. Dische began his career at KPMG in London in 1997. Mr. Dische holds a Bachelor of Science degree in Biology from the University of Nottingham. He is a qualified accountant with the Institute of Chartered Accountants of England and Wales and a Graduate Member of the Australian Institute of Company Directors.
Genevieve Godwin has been PropertyGuru’s Chief People Officer since 2020 and previously served as PropertyGuru’s Human Resources Director between 2018 and 2020. Ms. Godwin is responsible for the strategic leadership of PropertyGuru’s talent function as well as enhancing employee learning and development. Ms. Godwin has over 20 years of experience in human resources. Prior to joining PropertyGuru, Ms. Godwin served as the Head of Human Resources at Telenor in its digital business division across Asia Pacific, Europe and the United States between 2016 to 2018. She was also previously the Regional Asia Pacific Human Resources Director at J. Walter Thompson in Singapore between 2015 and 2016 and the Asia Pacific Regional Human Resources Leader at Harris CapRock Communications between 2012 and 2015. Ms. Godwin obtained a Bachelor of Business degree in Human Resource Management from Charles Sturt University, Australia.
Disha Goenka Das has been PropertyGuru’s Chief Marketing Officer since January 2023. Ms. Goenka Das leads PropertyGuru’s Brand Strategy, Corporate Communications, and the Environmental, Social, and Governance (ESG) mandate. Prior to joining PropertyGuru, Ms. Goenka Das served as the Senior Global Director of Marketing at Twitter where she led global strategy and built Twitter’s business brand globally. Prior to that, she spent a decade at Google where in her last role she was their Head of Ad Product Commercialisation for Asia Pacific region. Ms. Goenka Das is a co-founder of a personal foundation, Sangam, which is focused on driving social impact across charities in India and Singapore across education, sports, animal welfare and gender equality. Ms. Goenka Das has a Diploma in Global Leaders Program from Stanford Business School and a Diploma in Marketing from INSEAD. She holds a Bachelor of Business Administration degree from Osmania University, India.
Shyn Yee Ho has been PropertyGuru’s Managing Director Data & Software Solutions since March 2022 and is responsible for driving the strategy and execution of the data and software solutions and services business. Prior to joining PropertyGuru, Ms. Ho spent close to a decade with online travel company Expedia Group, most recently as director of global product management. Ms Ho has extensive experience leading large, international and cross functional teams focusing on emerging technologies, global market expansion and local optimization; and has deep domain knowledge in technology, analytics and software solutions for enterprise clients. Ms. Ho began her career with Starwood Hotels and Resorts, and subsequently with Horwath HTL, advised property developers, governments, banks and institutional investors on hotel, resort and mixed-use developments across Asia. She holds a Bachelor of Business Management degree from the Singapore Management University.
Manav Kamboj has been PropertyGuru’s Chief Technology Officer since 2017. Mr. Kamboj has almost 20 years’ experience in e-commerce, mobile and finance technology, software development and product management. He previously served as the Vice President of buyer product and technology at Snapdeal Pte. Ltd. (formerly known as Jasper Infotech Pte. Ltd.) between 2015 and 2017. Prior to that, from 2011 to 2015, Mr. Kamboj was a Co-Founder and Chief Executive Officer of Letsgomo Labs, a mobile technology consulting and app development company. Mr. Kamboj earned his Postgraduate Diploma in Business Management (Systems (IT) & Finance) at the Indian Institute of Management, Lucknow and his Bachelor of Mechanical Engineering degree at the Indian Institute of Technology Roorkee.
Jeremy Williams has been PropertyGuru’s Managing Director, Marketplaces since 2021. He was previously PropertyGuru’s Chief Business Officer between 2019 and 2021 and PropertyGuru’s Chief Operating Officer between 2017 and 2019. Mr. Williams is responsible for leading PropertyGuru’s business growth initiatives. Mr. Williams was previously the group Chief Financial Officer of CarTrade.com and CarWale.com, India’s leading automotive marketplaces where he served for over seven years. Prior
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to his career in the consumer internet industry, Mr. Williams worked in the airline industry as a senior financial analyst at US Airways. He began his career as a consultant at The Castle Group in Jakarta in 1997 and has experience in various roles including financial planning and analysis, business development and strategic planning in Washington D.C., Singapore and Mumbai. Mr. Williams obtained a Bachelor of Political Science degree at the Australian National University and a Master of Business Administration degree at Cornell University.
Board of Directors
Our board of directors consists of nine directors, out of which four are independent. The Amended Articles provide that the maximum number of directors shall be nine, or such higher number as may be approved by the shareholders by ordinary resolution. Except as provided in the Amended Articles, a director may vote in respect of any contract or transaction in which he/she is interested provided that the nature of the interest of any director in any such contract or transaction is disclosed at or prior to its consideration and any vote thereon, and such director may be counted in the quorum at any meeting of directors at which any such contract or transaction is considered. A director who is interested in a contract or proposed contract with us must declare the nature of his interest at a meeting of the directors. No director has a service contract with us that provides for benefits upon termination of service.
Duties of Directors
Under the laws of the Cayman Islands, directors owe certain fiduciary duties to the company. In certain circumstances, a shareholder may have the right to seek damages if a duty owed by the directors is breached.
Under Cayman Islands law, directors owe the following fiduciary duties:
In addition to the above, under Cayman Islands law, directors owe a duty of care that is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
As stated above, under Cayman Islands law, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Amended Articles or alternatively by shareholder approval at general meetings.
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Appointment and Removal of Directors
The Amended Articles provide for a board comprised of up to nine directors, though this number may be increased by ordinary resolution.
The Amended Articles provide that:
The Amended Articles provide for certain circumstances whereby the directors described above must be removed by the relevant appointor(s) or resign and, if such removal or resignation does not occur, the other directors may remove that director by majority vote.
All other directors may be appointed by ordinary resolution or a resolution of directors and removed by ordinary resolution and the removal of any such director may be for any reason or no reason. Our directors do not serve for a fixed term and there is no requirement for them to retire by rotation nor to make themselves eligible for re-election. Each director shall remain in office until he or she is removed by his or her appointing shareholder (in the case of the three directors appointed by our substantial shareholders, as described above) or by ordinary resolution (in the case of each other director) and the office of a director shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or is found to be or becomes of unsound mind, (iii) resigns by notice in writing, (iv) is removed by the shareholders as described above, (v) is removed from office by notice addressed to him at his last known address and signed by all of his co-directors (not being less than two in number) or (vi) is removed from office pursuant to any other provision of the Amended Articles.
Terms of Directors
An Investor Director (as defined in Amended Articles) shall hold office until such time as he or she resigns from office by notice in writing to the Company, is removed from office in accordance with the Amended Articles or is otherwise disqualified from acting as a director (including pursuant to the Cayman Companies Act). A Non-Investor Director (as defined in the Amended Articles) shall hold office until such time as he or she resigns his office by notice in writing to the Company, is removed from office by ordinary resolution or is otherwise disqualified from acting as a director (including pursuant to the Cayman Companies Act).
Committees of the Board of Directors
Audit and Risk Committee
Under the corporate governance rules of the NYSE, we are required to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has accounting or related financial management expertise. Our audit and risk committee consists of Ms. Rachna Bhasin, Ms. Jennifer Macdonald and Ms. Melanie Wilson. Ms. Jennifer Macdonald serves as the chairperson of our audit and risk committee. All members of our audit and risk committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the corporate governance rules of the NYSE. Our board of directors has determined that Ms. Jennifer Macdonald is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the corporate governance rules of the NYSE. Our board of directors has determined that each member of our audit and risk committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence of board and committee members.
Our board of directors has adopted a charter setting forth the responsibilities of the audit and risk committee, which are consistent with Cayman Islands law, the SEC rules and the corporate governance rules of the NYSE and include:
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Cybersecurity and Operational Risk Management
As cybersecurity and operational risks are material to our business, all of our board members are involved in the oversight of our cybersecurity and operational risk management function. The Audit and Risk Committee is responsible for reviewing, and reporting to our board on, major issues related to our cybersecurity and operations risks and any steps adopted in light of material deficiencies, if any. Our Audit and Risk Committee receives periodic reporting from our Chief Technology Officer on cybersecurity and operational incidents. We also maintain a cybersecurity risk management policy and related information security policies, which are periodically reviewed by our Chief Technology Officer.
Remuneration Committee
Our remuneration committee consists of Ms. Jennifer Macdonald, Mr. Dominic Picone and Ms. Melanie Wilson. Ms. Melanie Wilson serves as the chairperson of our remuneration committee.
Our board of directors has adopted a charter setting forth the responsibilities of the committee, which are consistent with the corporate governance rules of the NYSE and include among others:
Nominating Committee
Our nominating committee consists of Ms. Jennifer Macdonald, Mr. Dominic Picone, Mr. Ashish Shastry, Ms. Melanie Wilson and Mr. Owen Wilson. Mr. Dominic Picone serves as the chairperson of our nominating committee. Our board of directors has adopted a charter setting forth the responsibilities of the committee, which include:
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Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We seek to conduct business ethically, honestly, and in compliance with applicable laws and regulations. Our Code of Business Conduct and Ethics sets out the principles designed to guide our business practices with integrity, respect and dedication. The code applies to all directors, officers, employees and extended workforce, including our directors and executive officers. We expect our suppliers, contractors, consultants, and other business partners to follow the principles set forth in our code when providing goods and services to us or acting on our behalf.
Diversity and Inclusion Policy
We have adopted a Diversity and Inclusion Policy intended to achieve our diversity goals through regular review and monitoring. As an international organization across Southeast Asia, we are mindful of the different market practices that apply in the countries in which will operate and recognizes the importance of ethnic and cultural diversity in its management and workforce. We recognize that each individual is unique, and diversity encompasses many dimensions. As such, we recognize all types of diversity under the policy. The policy applies to all permanent and temporary employees, contractors and consultants, and applies to all aspects of employment with the Company, including recruitment, pay and conditions, training, appraisals, promotion, conduct at work, disciplinary and grievance procedures, and termination of employment.
Under the terms of the policy, our board of directors will be responsible for setting objectives for achieving gender diversity in the composition of the board of directors, senior management and workforce and, where appropriate, other aspects of diversity including in respect of women in leadership, age diversity and cultural diversity. The board will assess annually our progress in achieving such objectives.
Compensation of Directors and Executive Officers
In 2022, PropertyGuru paid an aggregate of S$8.2 million in cash compensation and benefits in kind to PropertyGuru’s executive officers and directors as a group. PropertyGuru’s executive officers do not receive pension, retirement or other similar benefits, and PropertyGuru has not set aside or accrued any amount to provide such benefits to its executive officers. In Singapore, PropertyGuru is required by the applicable laws and regulations to make contributions, as employers, to the Central Provident Fund for executive officers who are employed by PropertyGuru as prescribed under the Central Provident Fund Act. The contribution rates vary, depending on the age of the executive officers, and whether such executive officer is a Singapore citizen or permanent resident (contributions are not required or permitted in respect of a foreigner on a work pass). PropertyGuru is not party to any agreements with its executive officers and directors that provide for benefits upon termination of employment.
For information regarding share awards granted to PropertyGuru’s directors and executive officers, see the section entitled “—Equity Incentive Plans” below.
Employment Agreements and Indemnification Agreements
Each of our executive officers is party to an employment agreement with PropertyGuru Pte. Ltd., a subsidiary of the Company in Singapore. The employment of the executive officers under these employment agreements is for an indefinite period, but may be terminated by the employer for cause at any time without advance notice or for any other reason by giving prior written notice or by paying certain compensation, and the executive officer may terminate his or her employment at any time by giving the employer prior written notice. The employment agreements with the executive officers also include confidentiality and non-disclosure restrictions and non-competition and non-solicitation restrictions that apply during employment for certain periods following termination of employment.
The Company has entered into indemnification agreements with each of its directors. Under these agreements, the Company agrees to indemnify its director against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director of the Company.
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Equity Incentive Plans
Employee Stock Option Plan 2016
In April 2016, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Employee Stock Option Plan 2016 (the “2016 Plan”), which was subsequently amended on January 1, 2018, October 6, 2019, December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company has assumed and converted the 2016 Plan into the PropertyGuru Group Limited Employee Stock Option Plan 2016 (the “New 2016 Plan”). In addition, in connection with the Business Combination, all options with respect to PropertyGuru Shares that were outstanding under the 2016 Plan at the time of consummation of the Business Combination have been replaced by options with respect to ordinary shares in the Company under the New 2016 Plan. As of December 31, 2022, under the New 2016 Plan, options to purchase 1,757,328 ordinary shares were outstanding. The following summarizes the material terms of the New 2016 Plan:
Appropriate adjustments will also be made to take into account (a) other distributions to shareholders or any other event if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the New 2016 Plan and to preserve the value of options granted thereunder, (b) a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their affiliates, and (c) any increase or decrease in the number of issued ordinary shares in the Company resulting from a subdivision or consolidation of ordinary shares in the Company, or any other increase or decrease in the number of such ordinary shares in the Company effected without receipt of consideration by the Company (including the payment of an extraordinary dividend).
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All options, whether vested or unvested, will expire on the tenth (10th) anniversary of their option grant date unless otherwise provided in a participant’s option grant agreement or unless such options expire earlier as provided in the New 2016 Plan or a shorter exercise period is required by law. Upon the expiry of the applicable period for the exercise of such options, the options then remaining unexercised will lapse and become null and void.
Employee Stock Option Plan 2018
In May 2018, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Employee Stock Option Plan 2018 (the “2018 Plan”), which was subsequently amended on October 6, 2019, December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company assumed and converted the 2018 Plan into the PropertyGuru Group Limited Employee Stock Option Plan 2018 (the “New 2018 Plan”). In addition, in connection with the Business Combination, all options with respect to PropertyGuru Shares that were outstanding under the 2018 Plan at the time of consummation of the Business Combination have been replaced by options with respect to ordinary shares in the Company under the New 2018 Plan. As of December 31, 2022, under the New 2018 Plan, options to purchase 1,649,877 ordinary shares were outstanding. The material terms of the New 2018 Plan are identical to the New 2016 Plan, save for the New 2018 Plan’s term expires on May 9, 2028.
Non-Executive Directors Share Plan
In October 2019, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Non-Executive Directors Share Plan (the “NED Plan”), which was subsequently amended on December 9, 2019, October 14, 2020 and July 19, 2021.
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Following the consummation of the Business Combination, the Company assumed and converted the NED Plan into the PropertyGuru Group Limited Non-Executive Directors Share Plan (the “New NED Plan”). In addition, in connection with the Business Combination, all options and restricted stock units (“RSU”) with respect to PropertyGuru Shares that were outstanding under the NED Plan at the time of consummation of the Business Combination have been replaced by options and RSUs with respect to ordinary shares in the Company under the New NED Plan. As of December 31, 2022, under the New NED Plan, options to purchase 115,850 ordinary shares and RSUs underlying 129,279 ordinary shares were outstanding. The following summarizes the material terms of the New NED Plan:
Appropriate adjustments will also be made to take into account (a) in the case of options and RSUs, other distributions to shareholders or any other event if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the New NED Plan and to preserve the value of options, RSUs or share awards (as the case may be) granted thereunder, (b) in the case of options, RSUs and share awards, a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their affiliates, and (c) in the case of options and RSUs, any increase or decrease in the number of issued ordinary shares in the Company resulting from a subdivision or consolidation of ordinary shares in the Company, or any other increase or decrease in the number of such ordinary shares in the Company effected without receipt of consideration by the Company (including the payment of an extraordinary dividend).
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All options, whether vested or unvested, will expire on the fifth (5th) anniversary of their option grant date unless otherwise provided in a participant’s option grant agreement or unless such options expire earlier as provided in the New NED Plan or a shorter exercise period is required by law. Upon the expiry of the applicable period for the exercise of such options, the options then remaining unexercised will lapse and become null and void.
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Omnibus Equity Incentive Plan
In October 2019, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Omnibus Equity Incentive Plan (the “Omnibus Plan”), which was subsequently amended on December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company assumed and converted the Omnibus Plan into the PropertyGuru Group Limited Omnibus Equity Incentive Plan (the “New Omnibus Plan”). In addition, in connection with the Business Combination, all options and RSUs with respect to PropertyGuru Shares that were outstanding under the Omnibus Plan at the time of consummation of the Business Combination have been replaced by options and RSUs with respect to ordinary shares in the Company under the New Omnibus Plan. As of December 31, 2022, under the New Omnibus Plan, no options to purchase ordinary shares were outstanding and RSUs underlying 2,249,614 ordinary shares were outstanding. The following summarizes the material terms of the New Omnibus Plan:
Appropriate adjustments will also be made to take into account (a) in the case of options and RSUs, other distributions to shareholders or any other event if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the New Omnibus Plan and to preserve the value of options or RSUs (as the case may be) granted thereunder, (b) in the case of options, RSUs and share awards, a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their affiliates, and (c) in the case of options and RSUs, any increase or decrease in the number of issued ordinary shares in the Company resulting from a subdivision or consolidation of ordinary shares in the Company, or any other increase or decrease in the number of such ordinary shares in the Company effected without receipt of consideration by the Company (including the payment of an extraordinary dividend).
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All options, whether vested or unvested, will expire on the tenth (10th) anniversary of their option grant date unless otherwise provided in a participant’s option grant agreement or unless such options expire earlier as provided in the New Omnibus Plan or a shorter exercise period is required by law. Upon the expiry of the applicable period for the exercise of such options, the options then remaining unexercised will lapse and become null and void.
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Restricted Stock Units Plan
In April 2016, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Restricted Stock Units Plan (the “RSU Plan”), which was subsequently amended on January 1, 2018, October 6, 2019, December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company assumed and converted the RSU Plan into the PropertyGuru Group Limited Restricted Stock Units Plan (the “New RSU Plan”). In addition, in connection with the Business Combination, all RSUs with respect to PropertyGuru Shares that were outstanding under the RSU Plan at the time of consummation of the Business Combination have been replaced by RSUs with respect to ordinary shares in the Company under the New RSU Plan. As of December 31, 2022, under the New RSU Plan, RSUs underlying 28,304 ordinary shares were outstanding. The following summarizes the material terms of the New RSU Plan:
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Appropriate adjustments will also be made to take into account (a) other distributions to shareholders or any other event if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the New RSU Plan and to preserve the value of RSUs granted thereunder, (b) a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their affiliates, and (c) any increase or decrease in the number of issued ordinary shares in the Company resulting from a subdivision or consolidation of ordinary shares in the Company, or any other increase or decrease in the number of such ordinary shares in the Company effected without receipt of consideration by the Company (including the payment of an extraordinary dividend).
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Option, RSU and Restricted Securities Grants
As of December 31, 2022, there were a total of 3,914,309 ordinary shares in the Company underlying grants of outstanding options (including unvested options) and RSUs that are held by the executive officers and directors as a group, which include the following:
The per-share exercise prices of the original options to purchase PropertyGuru Shares held by the directors and executive officers of the Company ranged from S$3.45 and S$8.80 in Singapore dollar terms at the times that such options were granted. At the Amalgamation Effective time, outstanding options to purchase PropertyGuru Shares were assumed by the Company and converted into options to purchase ordinary shares in the Company in accordance with the Business Combination Agreement and the terms of the PropertyGuru incentive plans. In connection with such assumption and conversion, both the number of ordinary shares in the Company underlying such options, and the per-share exercise prices of such options, have been adjusted in accordance with the Exchange Ratio.
Except as set out above, no directors or executive officers of the Company have been granted options, RSUs or restricted shares.
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DESCRIPTION OF SECURITIES
The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the Amended Articles, the Novation, Assumption and Amendment Agreement and the Amended and Restated Assignment, Assumption and Amendment Agreement, each of which is an exhibit to the registration statement of which this prospectus is a part. We urge to you read the applicable provisions of Cayman Islands law, the Amended Articles, the Novation, Assumption and Amendment Agreement and the Amended and Restated Assignment, Assumption and Amendment Agreement carefully and in their entirety for a complete description of the rights and preferences of our securities. All capitalized terms used in this section are as defined in the Amended Articles, unless elsewhere defined herein.
The Company is a Cayman Islands exempted company (company number 378411) and its affairs are governed by the Amended Articles, the Cayman Companies Act and the common law of the Cayman Islands. We are authorized to issue 500,000,000 ordinary shares, $0.0001 par value each. We currently have only one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another.
As of December 31, 2022, there are 162,129,826 ordinary shares in the Company issued and outstanding.
Ordinary Shares
General
Holders of ordinary shares in the Company will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Except as disclosed otherwise in this prospectus, none of the holders of ordinary shares in the Company have different voting rights from the other holders after the completion of this offering.
Holders of ordinary shares in the Company will not have any conversion, pre-emptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to our ordinary shares.
Dividends
Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our board of directors and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, the Company’s overall financial condition, available distributable reserves and any other factors deemed relevant by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits (including retained earnings) or share premium, provided that in no circumstances may a dividend
be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of its business.
Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon the Company’s future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our ordinary shares. When making recommendations on the timing, amount and form of future dividends, if any, our board of directors will consider, among other things:
We are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our ordinary shares. With the exception of Thailand, Malaysia and Vietnam, there are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends. With respect to Thailand, while Thai laws allow the outward remittance from Thailand of dividends, it is required that the dividend payment in Baht currency (after payment of applicable Thai taxes) must be converted into foreign currency prior to the outward remittance from Thailand as the bank of Thailand has a policy not to allow any person to bring Baht currency out of Thailand.
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In Malaysia, the current foreign exchange administration rules allow non-residents to freely repatriate, in a foreign currency, profits and dividends arising from investments or proceeds from divestment of Malaysian Ringgit assets. Dividends are freely transferable out of the country and no exchange controls or approvals are required subject to applicable reporting requirements and withholding tax. However, prior permission from the Controller of Foreign Exchange of Malaysia is required for any person to undertake or engage in any dealing or transaction with the State of Israel or its residents, any entity owned or controlled, directly or indirectly, by the State of Israel or its residents, including any authority or agency of the State of Israel, or any dealing or transaction using or involving the currency of the State of Israel. Furthermore, the Malaysia Companies Act 2016 also provides that (i) generally, a company may only make a distribution to shareholders out of the profits of the company if the company is solvent; (ii) before a distribution is paid by a company to a shareholder, such distribution shall be duly authorized by the directors of the company; and (iii) unless provided in the constitution of the company, a company may reduce its share capital by a special resolution and either confirmation by a court or a solvency statement by the company.
Vietnam has historically imposed exchange control mechanisms designed to limit foreign currency outflows, generally requiring the use of the Vietnamese Dong in domestic transactions and attempting to channel foreign currencies into its banking system. Vietnam’s exchange control policy is administered primarily by the State Bank of Vietnam. In 2005, Vietnam introduced an ordinance, which took effect from 1 June 2006, as amended by a 2013 ordinance, which took effect from 1 January 2014, governing foreign exchange in order to stimulate the foreign exchange market by liberalizing current transactions control and gradually reducing capital transactions control. Under the current Vietnamese foreign exchange control regulations, any person or organization may exchange Vietnamese Dong into foreign currency at credit institutions licensed to provide foreign exchange services in Vietnam, provided that such person or organization declares the intended use of the money and provides appropriate supporting documents. Foreign currencies may be freely exchanged into Vietnamese Dong at such licensed credit institutions.
Liquidation
On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of ordinary shares in the Company will be entitled to participate in any surplus assets in proportion to their shareholdings.
Transfers of Shares
Subject to the restrictions contained in the Amended Articles and the rules or regulations of the Designated Stock Exchange (as defined in the Amended Articles) or any relevant securities laws, any shareholders in the Company may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the directors of the Company.
Subject to the rules of any Designated Stock Exchange on which the ordinary shares in the Company in question may be listed and to any rights and restrictions for the time being attached to any ordinary share in the Company, our directors shall not unreasonably decline to register any transfer of ordinary shares in the Company, and shall upon making any decision to decline to register any transfer of ordinary shares in the Company assign an appropriate reason therefor. If our directors refuse to register a transfer of any ordinary share, the Company’s secretary shall, within two (2) months after the date on which the transfer request was lodged with the Company, send to the transferor and transferee notice of the refusal, including the relevant reason for such refusal. In this context, it shall not be unreasonable our directors to decline to register any transfer of an ordinary share if such transfer would breach or cause a breach of: (i) the rules of any Designated Stock Exchange on which the ordinary shares in the Company may be listed; or (ii) applicable law or regulation at such times and for such periods as the our directors may from time to time determine.
The Amended Articles also contain certain further restrictions on proposed share transfers by shareholders who are party to the Shareholders’ Agreement (“Shareholder Parties”), including as summarized below (and any proposed transfers of ordinary shares in the Company in breach of such restrictions shall be void and not approved or registered by the Company).
General Restrictions
Any transferee of ordinary shares in the Company that are transferred by a Shareholder Party shall, subject to certain limited exceptions (for example where certain securities are transferred are transferred to holders without restriction on transfer pursuant to U.S. securities laws), execute a form of joinder agreement to the Shareholders’ Agreement (if not already bound by it).
In the event there is a change of control (as defined in the Amended Articles, with such term applying differently to certain of the Shareholder Parties) of any Shareholder Party, such Shareholder Party shall cease to be entitled to receive benefits to and to enforce such rights that are personal to, and non-transferrable by such Shareholder Party, under the Amended Articles.
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REA Right of First Offer in a Drag Sale
Subject to the possibility of REA losing such right in the event of a breach of certain provisions of the Shareholders’ Agreement, REA is granted certain rights of first offer in relation to certain transfers of securities under the Amended Articles. Such rights are potentially triggered when any Shareholder Party that constitutes a Major Shareholder (other than REA) whether acting alone or together with other Shareholder Parties that constitute Major Shareholders either (i) receives a bona fide binding offer or bona fide indicative offer, in each case, from a prospective purchaser or purchasers for such Shareholder Party’s Securities or (ii) desires (in one or through a series of transactions) to transfer any of its Securities (without having solicited or being in receipt of an indicative or binding offer) or any interest therein to a purchaser or purchasers, and may initiate a Drag Sale. If the relevant conditions associated with such a transaction are met, REA is entitled to receive a notice setting out the terms of the transaction and may make a written offer to the Drag Sale Transferor for all (but not less than all)
of the relevant Securities (which may include certain Securities held by the shareholders of the Company that have provided their approval or are reasonably expected to provide their approval in respect of the relevant Drag Sale (each a “Public Supporting Shareholder”)). Any such offer (a “ROFO Application”) shall be (i) unconditional other than with respect to any mandatory anti-trust or other regulatory consents under Applicable Law and (ii) irrevocable unless it is rejected (or deemed to have been rejected) in accordance with the terms of the Amended Articles, in which case it shall automatically and immediately be deemed to have been validly revoked and the offer contained therein shall not be capable of acceptance.
If the Drag Sale Transferor accepts REA’s ROFO Application, each Public Supporting Shareholder shall have the right to sell all (but not less than all) of the Securities held by such Public Supporting Shareholder to REA.
The relevant Shareholders shall then be irrevocably obligated to transfer all of the Securities each such Shareholder holds to REA and REA shall be irrevocably obligated to purchase such Securities. If, however, REA does not submit a ROFO Application within the required timeframe or otherwise fails to comply with the requirements relating to its exercise of such rights of first offer, the Drag Sale Transferor may for a defined period exercise its rights pursuant to certain drag rights contained in the Amended Articles (described in more detail below) without having regard to REA’s rights of first offer as described above, subject to compliance with certain requirements regarding the possible invitation to REA to participate in any formal / mandated sale process on the same terms as are applicable to all other prospective buyers/bidders in such process.
Drag Along Rights
If (i) one or more Shareholder Party that constitutes a Major Shareholder (a “Dragging Shareholder” or “Dragging Shareholders”) intends to Transfer all of its / their Securities to a purchaser, (ii) the provisions of the Amended Articles regarding REA’s right of first offer in a drag sale (as described above) have been complied with and (iii) such Transfer (or series of related Transfers) (“Drag Sale”) has been approved as a “Drag Sale” by the holders of not less than 50% of the Shares then in issue, such Dragging Shareholder(s) shall have the right (subject to the following sentence, Applicable Law, and compliance with the relevant provisions of the Amended Articles) to require all of the other Shareholder Parties (the “Drag-Along Shareholders”) to Transfer all (and not just some only) of their Securities to the purchaser on the same terms and conditions as those between the Dragging Shareholder(s) and the purchaser. Notwithstanding the previous sentence, REA may not be required to participate in a Drag Sale in certain circumstances, including where if the price per Security to be received by REA in such Drag Sale will be less than a certain guaranteed minimum price (the “REA Floor Price”).
The Dragging Shareholder(s) shall inform the Drag-Along Shareholders in writing of the terms of the Drag Sale, and completion of the Transfers of the Drag-Along Shareholders’ relevant Securities shall take place simultaneously with the Transfer of the Securities of the Dragging Shareholder(s) (subject to receipt of the regulatory approvals (if any) required to be obtained in respect of any such Drag Sale). A Drag-Along Shareholder shall have the option to elect to receive cash as consideration for its Securities, in the event that the consideration offered by the Purchaser is in the form of Alternative Consideration (being consideration not in the form of cash or securities that are listed on such international stock exchange as may be approved in advance by both the TPG Investor and the KKR Investor). Where such an option is not made available by the Purchaser, the Dragging Shareholder(s) shall, on a pro-rata basis according to the portion of their Securities being sold, following completion of the sale of the Drag-Along Shareholder’s Securities, purchase the Alternative Consideration received by such Drag-Along Shareholder by paying the Cash Consideration (equal to the Fair Market Value of the Alternative Consideration) to the Drag-Along Shareholder.
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Calls on Shares and Forfeiture of Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in the Company. Any ordinary shares in the Company that have been called upon and remain unpaid are, after a notice period, subject to forfeiture.
Redemption and Repurchase of Shares
Subject to the provisions of the Cayman Companies Act, the Company may issue shares that are to be redeemed or are liable to be redeemed at the option of the shareholder or the Company. The redemption of such shares will be effected in such manner and upon such other terms as our directors, determine before the issue of the shares. The Company may also purchase its own shares (including any redeemable shares) on such terms and in such manner as the directors may determine and agree with the relevant shareholder(s).
Transfer Agent
Our transfer agent is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004.
Differences in Company Law
Cayman Islands companies are governed by the Cayman Companies Act. The Cayman Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Cayman Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements
In certain circumstances, the Cayman Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by (i) a special resolution (usually a majority of two thirds of the voting shares voted at a general meeting) of the shareholders of each company; and (ii) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company incorporated in the Cayman Islands (i.e., a company that owns at least 90% of the votes of the issued shares of the relevant subsidiary company) and its subsidiary company incorporated in the Cayman Islands, provided a copy of the plan of merger is given to every shareholder of each subsidiary company to be merged unless that shareholder agrees otherwise.
The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Registrar of Companies of the Cayman Islands is satisfied that the requirements of the Cayman Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies of the Cayman Islands will register the plan of merger or consolidation.
Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.
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Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.
Where the above procedures are adopted, the Cayman Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (i) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days following the date of the expiration of the period set out in paragraph (ii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (v) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.
Moreover, Cayman Islands law has separate statutory provisions that facilitate compromises or arrangements between a Cayman Islands company and its shareholders (or any class of them). Following amendments to the Cayman Companies Act that became effective on August 31. 2022, the majority-in-number “headcount test” in relation to the approval of shareholders' schemes of arrangement has been abolished. Section 86(2A) of the Cayman Companies Act provides that, if 75% in value of the shareholders (or class of shareholders) of a Cayman Islands company agree to any compromise or arrangement, such compromise or arrangement shall, if sanctioned by the Cayman Court, be binding on all shareholders (or class of shareholders) of such company and on the company itself. Where a Cayman Islands company is in the course of being wound up, such compromise or arrangement would be binding on the liquidator and contributories of the company. In contrast, section 86(2) of the Cayman Companies Act continues to require (a) approval by a majority in number representing 75% in value; and (b) the sanction of the Grand Court of the Cayman Islands, in relation to any compromise or arrangement between a company and its creditors (or any class of them). At the initial directions hearing, the Cayman Islands court will make orders for (amongst other things) the convening of the meetings of creditors or shareholders (or classes of them, as applicable). While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
If a compromise or arrangement of a Cayman Islands company is thus approved by the shareholders in the context of a shareholders’ scheme and the Cayman Islands court subsequently sanctions such scheme, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware
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corporations, providing rights to receive payment in cash for the judicially determined value of the shares. This is because such scheme will be binding on all shareholders (or class of shareholders), regardless of whether all the shareholders (or class of shareholders) approved the scheme, upon the sanction order being made. Having said that, a dissenting shareholder would have the right to appeal the making of the sanction order to the Cayman Islands Court of Appeal, if there were grounds for doing so.
Shareholders Suits
Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, the Company will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) the Company’s officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Special Considerations for Exempted Companies
The Company is an exempted company with limited liability under the Cayman Companies Act. The Cayman Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Amended Articles permit indemnification of officers and directors for any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, incurred in their capacities as such unless such liability (if any) arises from dishonesty, willful default or fraud which may attach to such directors or officers. In addition, we have entered into indemnification agreements with our directors and intend to enter into indemnification agreements with our senior executive officers that provide such persons with additional indemnification beyond that provided in the Amended Articles.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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Anti-Takeover Provisions in the Amended Articles
Some provisions of the Amended Articles may discourage, delay or prevent a change of control of the Company or management that shareholders may consider favorable, including provisions that (i) give certain of the Company’s larger shareholders direct board appointment rights (as more fully described below), and (ii) restrict the transfer of shares by such larger shareholders (as more fully described above).
Such provisions could be applied to delay or prevent a change in control of the Company or make removal of management more difficult. This may cause the price of ordinary shares in the Company to fall.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under the Amended Articles for a proper purpose and for what they believe in good faith to be in the best interests of the Company.
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any
interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.
General Meetings of Shareholders
As a Cayman Islands exempted company, we are not obliged by law to call shareholders’ annual general meetings. Our directors may convene a general meeting at such time and place as they may determine. At least 14 clear days’ notice shall be given for any general meeting. Our board of directors may call extraordinary general meetings, and must convene an extraordinary general meeting upon the requisition of shareholders holding at least 7.5% of the paid up voting share capital of the Company. One or more shareholders holding not less than a majority of the paid up voting share capital of the Company present in person or by proxy and entitled to vote will be a quorum for all purposes.
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Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. The Amended Articles provide that shareholders may approve corporate matters by way of a written resolution signed by or on behalf of all shareholders (in the case of a special resolution) or by a simple majority of shareholders (in the case of an ordinary resolution) who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Cayman Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. The Amended Articles permit the Company’s shareholders together holding at least 7.5% of the Company’s paid up voting share capital to requisition a general meeting. As a Cayman Islands exempted company, we are not obliged by law to call shareholders’ annual general meetings.
Matters Requiring Shareholder Approval
A special resolution, requiring not less than a two-thirds vote (or a unanimous written resolution), is required to:
Additionally, the Amended Articles require that the following matters be approved as “Reserved Matters” (as defined therein) by an ordinary resolution, being approval of holders of a majority of the voting power of the ordinary shares in the Company:
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially
facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, the Amended Articles do not provide for cumulative voting. As a result, the Company’s shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
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Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the issued and outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Amended Articles, the Company’s board may comprise up to nine directors (or such greater number as may be approved by ordinary resolution), three of whom may be appointed and removed solely by three of the Company’s substantial shareholders (as more fully described below) and the rest of whom may be appointed and removed by the Company’s shareholders by ordinary resolution. The removal of a director by ordinary resolution may be for any reason and need not be for cause. A director will also cease to be a director if he or she (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) is removed from office by notice addressed to him at his last known address and signed by all of his co-directors (not being less than two in number), or (v) is removed from office pursuant to any other provision of the Amended Articles.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute under its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either a business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, the Company cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.
Additionally, the Amended Articles contain certain bespoke provisions relating to certain transactions with interested parties. Where any of the TPG Investor Entities or their affiliates, the KKR Investor or its affiliates and/or REA or its affiliates has an interest in respect of any transaction, matter, contract or arrangement involving the Company or any Group Company, including but not limited to buying shares in the Company, and/ or certain other specified circumstances including being in certain competitive situations with the Company or any Group Company, having a claim against or by the Company or any Group Company and being in material non-compliance with certain obligations under the Amended Articles (and in REA’s case, certain of its obligations under the Shareholders’ Agreement), the Directors may resolve in a closed session in which they can exclude the TPG Investor Director (as defined in Amended Articles), the KKR Investor Director (as defined in Amended Articles) and/or the REA Investor Director (as defined in Amended Articles) (as the case may be and), to (i) require that TPG Investor Entities, the KKR Investor and/or REA (as the case may be) and the Directors, committee members and/or Board Observers appointed by them (a) recuse himself or themselves (as the case may be) from participating in, and abstain from voting on, all discussions and/or deliberations on such transaction, matter, contract or arrangement and (B) be excluded from being counted in the quorum for Board meetings on such transaction, matter, contract or arrangement and (ii) restrict and/or limit the disclosure of any information to the TPG Investor Entities, the KKR Investor and/or REA (as the case may be) in relation to the relevant transaction, matter, contract or arrangement (including withholding notices of meetings and/or redacting from minutes of meetings any reference to and details of such transaction, matter, contract or arrangement). The foregoing is, however, subject to certain other provisions potentially limiting its scope, including that (i) the TPG Investor Entities, REA, REA Group, the KKR Investor and their respective affiliates and any Director appointed by the TPG Investor Entities, REA or the KKR Investor may (independently or with others) engage in or possess any interest in other investments, business ventures or persons of any nature or description (whether or not it competes with, the investments or business of the Group Companies) and (ii) none of the TPG Investor Entities, REA, REA Group or the KKR Investor and their respective affiliates and any Director appointed by TPG Investor Entities, REA or the KKR Investor shall be obligated to present any particular investment or business opportunity to any Group Company even if such opportunity is of a character that, if presented to such Group Company, could be pursued by such Group Company.
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Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Under the Amended Articles, if the Company is wound up, the liquidator of the Company may distribute the assets with the sanction of an ordinary resolution of the shareholders and any other sanction required by law.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.
Under the Amended Articles, if the Company’s share capital is divided into different classes (and as otherwise determined by the Directors in accordance with the Amended Articles) the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued shares of the relevant class, or with the sanction of a resolution passed at a separate meeting of the holders of the shares of such class by a majority of two-thirds of the votes cast at such a meeting.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote on the matter, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, the Amended Articles may only be amended by a special resolution of the shareholders.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by the Amended Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s shares. In addition, there are no provisions in the Amended Articles governing the ownership threshold above which shareholder ownership must be disclosed.
Directors’ Power to Issue Shares
Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, or other rights or restrictions.
Inspection of Books
Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records.
Holders of the Company’s shares have no general right under Cayman Islands law to inspect or obtain copies of the Company’s register of members or the Company’s corporate records (other than the Amended Articles and its register of mortgages and charges).
Changes in Capital
The Company may from time to time by ordinary resolution:
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Directors
Voting
The Amended Articles provide that our directors may vote on resolutions relating to any contract or proposed contract or arrangement in which he/she is interested (and count as part of the quorum at any meetings where any such contract or proposed contract or arrangement is being considered) provided the nature of that interest has been disclosed to the other directors in accordance with the terms of the Amended Articles. This would include, for example, the right to vote on his/her own compensation arrangements (and that of any other director) and any arrangements in respect of such director borrowing money from the Company. The Amended Articles also permit the directors to exercise all of the powers of the Company to borrow money and enter into security arrangements in respect of its assets. These provisions may be varied by a shareholders’ special resolution to make corresponding amendments to the Amended Articles.
The above is also subject to (i) our directors’ ongoing adherence to their fiduciary duties (including to act in the best interests of the Company) and (ii) certain limited scenarios provided in the Amended Articles whereby certain directors appointed by Conflicted Shareholders (as defined in the Amended Articles) may be required to (among other things) abstain from voting on a relevant transaction, matter, contract or arrangement and be excluded from being counted in the quorum for directors’ meetings relating to such transaction, matter, contract or arrangement.
Appointment and removal
The Amended Articles provide for a board comprised of up to nine directors, though this number may be increased by ordinary resolution. Three of the Company’s larger shareholders have the right to directly appoint, remove and replace three directors in accordance with the terms set out more fully in the Amended Articles, including on the following terms:
The Amended Articles provide for certain circumstances whereby the directors described above must be removed by the relevant appointor(s) or resign and, if such removal or resignation does not occur, the other directors may remove that director by majority vote.
All other directors may be appointed by ordinary resolution or a resolution of directors and removed by ordinary resolution and the removal of any such director may be for any reason or no reason. Our directors do not serve for a fixed term and there is no requirement for them to retire by rotation nor to make themselves eligible for re-election. Each director shall remain in office until he or she is removed by his or her appointing shareholder (in the case of the three directors appointed by the Company’s substantial shareholders, as described above) or by ordinary resolution (in the case of each other director) and the office of a director shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or is found to be or becomes of unsound mind, (iii) resigns by notice in writing, (iv) is removed by the shareholders as described above, (v) is removed from office by notice addressed to him at his last known address and signed by all of his co-directors (not being less than two in number); or (vi) is removed from office pursuant to any other provision of the Amended Articles.
There is no cumulative voting with respect to the appointment of directors.
An ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, is required to appoint a director (other than the three directors who are appointed by the Company’s substantial shareholders in accordance with the Amended Articles).
The Amended Articles do not provide a set age requirement regarding the retirement of our directors or (subject to any shareholders’ ordinary resolution to the contrary) any shareholding requirement for directors to be appointed.
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Observers
The Amended Articles provide for the appointment of certain board observers by three of the Company’s larger shareholders. The TPG Investor Entities (collectively as a group), in aggregate, the KKR Investor and its affiliates (collectively as a group), in aggregate and REA (subject to the possibility of REA losing such appointment right for breaching certain provisions of the Shareholders’ Agreement) shall each have the right to nominate, remove and replace one such observer, provided, in each case, it holds at least 7.5 per cent. of the issued share capital of the Company. Each such observer shall have the right to attend all meetings of the board and any committee thereof, and speak at such meeting if they are invited to do so by any other director at such meeting, but shall not vote on any resolution of the board or such committee.
Warrants
Merger Warrants
Pursuant to the Amended and Restated Assignment, Assumption and Amendment Agreement, the Sponsor received 12,960,000 warrants to purchase an aggregate of 12,960,000 ordinary shares in the Company (the “Merger Warrants”). The exercise price of the Merger Warrants is $11.50 per share, subject to certain adjustments. The Merger Warrants will become exercisable on April 16, 2022 and will expire on March 17, 2027 or earlier upon the Company’s liquidation. The Merger Warrants (including the ordinary shares in the Company issuable upon exercise of the Merger Warrants) will not be transferable, assignable or saleable until March 17, 2023 (subject to certain exceptions detailed in the Sponsor Support Agreement). The Merger Warrants will not be redeemable by the Company and will be exercisable on a cashless basis so long as they are held by the Sponsor
or its permitted transferees.
If the Sponsor or its permitted transferee elects to exercise the Merger Warrants on a cashless basis, it would pay the exercise price by surrendering its Merger Warrants for that number of ordinary shares in the Company equal to the quotient obtained by dividing (x) the product of the number of ordinary shares in the Company underlying the Merger Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Merger Warrants by (y) the fair market value. The term “fair market value” is defined as the average reported last sale price of the ordinary shares in the Company for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the Company.
Amalgamation Warrants
Pursuant to the Novation, Assumption and Amendment Agreement, the KKR Investor received a warrant to purchase up to 4,043,411 ordinary shares in the Company at a price of $6.92 per share, subject to certain adjustments (the “Amalgamation Warrant”). The Amalgamation Warrant was exercisable only from March 17, 2022 and terminating at 5:00 p.m., New York City time, on September 13, 2022. The Amalgamation Warrant expired without being exercised on September 13, 2022.
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Enforceability of Civil Liability under Cayman Islands Law
The courts of the Cayman Islands are unlikely (i) to recognize, or enforce against the Company, judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against the Company predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the Cayman Islands court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/ insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the Cayman Islands court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the Courts’ discretion. Those cases have now been considered by the Cayman Islands court. The Cayman Islands court was not asked to consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings. The Company understands that the Cayman Islands court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.
Anti-Money Laundering—Cayman Islands
If any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (as amended) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (as amended) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
Data Protection—Cayman Islands
We have certain duties under the Data Protection Act (as amended) of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.
Privacy Notice
Introduction
This privacy notice puts the Company’s shareholders on notice that through your investment in the Company you will provide us with certain personal information which constitutes personal data within the meaning of the DPL (“personal data”). In the following discussion, the “company” refers to us and the Company’s affiliates and/or delegates, except where the context requires otherwise.
Investor Data
We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
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In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.
How the Company May Use a Shareholder’s Personal Data
We, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:
Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.
We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.
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Transactions Related to the Business Combination
Sponsor and Bridgetown 2 Shares
On November 4, 2020, the Sponsor paid $25,000 to cover certain of Bridgetown 2’s offering costs in consideration for 15,812,500 Bridgetown 2 Class B Ordinary Shares. In December 2020, the Sponsor contributed 10,062,500 Bridgetown 2 Class B Ordinary Shares back to Bridgetown 2 for no consideration, resulting in 5,750,000 Bridgetown 2 Class B Ordinary Shares being issued and outstanding. In December 2020, the Sponsor transferred 947,097 Bridgetown 2 Class B Ordinary Shares to Bridgetown 2’s chief executive officer, 299,241 Bridgetown 2 Class B Ordinary Shares to an affiliate of the Sponsor (which amounts have been adjusted for the share dividend referred to below) and 5,000 Bridgetown 2 Class B Ordinary Shares to each of its independent director nominees and its senior advisor. In January 2021, Bridgetown 2 effected a share dividend of 0.3 shares for each founder share in issue, resulting in an aggregate of 7,475,000 founder shares outstanding, including those held by Bridgetown 2’s chief executive officer and an affiliate of Sponsor.
In connection with the Business Combination, the 7,475,000 outstanding Bridgetown 2 Class B Ordinary Shares were cancelled and automatically converted into 7,450,000 ordinary shares in the Company.
Sponsor Private Placement Warrants
The Sponsor purchased an aggregate of 12,960,000 private placement warrants for a purchase price of $0.50 per whole warrant, or $6,480,000 in the aggregate, in a private placement that occurred simultaneously with the closing of Bridgetown 2’s initial public offering. Each private placement Bridgetown 2 Warrant entitles the holder to purchase one Bridgetown 2 Class A Ordinary Share at $11.50 per share, subject to adjustment. The private placement warrants (including the Bridgetown 2 Ordinary Shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Business Combination.
In connection with the Business Combination, the Sponsor’s 12,960,000 private placement Bridgetown 2 Warrants were exchanged for 12,960,000 warrants of the Company.
Shareholders’ Agreement
On March 17, 2022, we entered into the Shareholders’ Agreement with, among others, the TPG Investor Entities, the KKR Investor and REA (the “Shareholder Parties”).
The Shareholders’ Agreement provides that each of the (i) TPG Investor Entities, (ii) KKR Investor and (iii) REA, are entitled to appoint one person to our board of directors provided that they hold at least 7.5% of ordinary shares in the Company, respectively. Dominic Picone, Ashish Shastry and Owen Wilson, each of whom are directors of the Company, are affiliated with the TPG Investor Entities, the KKR Investor and REA, respectively.
In addition, pursuant to the Shareholders’ Agreement, REA has a right of first offer (“ROFO”) to purchase any ordinary shares in the Company and/or warrants and/or any other securities which are issued by the Company from time to time (“Company Securities”) to any Shareholder Party that constitutes a Major Shareholder (as defined in the Shareholders’ Agreement) other than REA if such Shareholder Party (i) receives a bona fide binding or indicative offer to purchase such Shareholder Party’s Company Securities from a bona fide third party buyer or (ii) desires (in one or through a series of transactions) to transfer its Company Securities (without having solicited or being in receipt of an indicative or binding offer) to a bona fide third party buyer, and, in connection with such offer or desire to transfer, such Shareholder Party intends, or is reasonably likely, to initiate a Drag Sale (as defined below).
In the event that (i) a Shareholder Party that constitutes a Major Shareholder (a “Dragging Shareholder”) intends to transfer all of its Company Securities to a bona fide third party buyer, (ii) the Company Securities are not required to be transferred to REA pursuant to its ROFO and (iii) such transfer has been approved as a “Drag Sale” by holders of not less than 50% of the ordinary shares in the Company then in issue (including the Company’s shareholders who are not Shareholder Parties) (a “Drag Sale”), the other Shareholder Parties shall be required to transfer all of their Company Securities to such bona fide third party buyer on the same terms and conditions as that provided to the Dragging Shareholder.
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Subject to certain conditions in the Shareholders’ Agreement, the Shareholders’ Agreement also imposes certain restrictions on REA and REA Group, such as restrictions on (i) directly or indirectly providing internet based platforms for persons or companies interested, for commercial or for private purposes, in selling, acquiring, renting or leasing real estate, or generalist classifieds including real estate, (ii) directly or indirectly providing internet based platforms for comparing and securing property loans and personal finance related to a property transaction for private consumers and business or (iii) the provision of online mortgage, insurance, data and/or analytics software to the property industry or to businesses that operate in, or consumers of such services within, the property industry. Further, subject to certain conditions in the Shareholders’ Agreement, REA and REA Group shall also procure that its shareholder, News Corporation and its subsidiaries other than REA Group will not carry on, be engaged in or own shares or securities in an entity that carries on or is engaged in, directly or indirectly, the provision of online real estate classifieds, real estate mortgage and real estate insurance services and/or analytics software specifically designed for and targeting the real estate industry or individual real estate buyers in any of Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand, and Vietnam.
The Shareholders’ Agreement will remain in force until termination in accordance with its terms.
Novation, Assumption and Amendment Agreement
On July 23, 2021, PropertyGuru, the Company and the KKR Investor entered into a novation, assumption and amendment agreement (the “Novation, Assumption and Amendment Agreement”) to the PropertyGuru Warrant Instrument, effective upon the closing of the Business Combination, pursuant to which, among other things, the Company assumed all of PropertyGuru’s obligations and responsibilities pursuant to or in connection with the PropertyGuru Warrant Instrument.
PropertyGuru Shareholder Support Agreement
On July 23, 2021, Bridgetown 2, the Company, PropertyGuru and certain of the shareholders of PropertyGuru entered into a customary voting support and lock-up agreement (the “PropertyGuru Shareholder Support Agreement”), pursuant to which certain shareholders of PropertyGuru agreed, amongst other things, to a lock-up of the ordinary shares in the Company they have received pursuant to the Amalgamation (subject to certain exceptions) for a period of 180 days following the closing of the Business Combination.
This lock-up expired on September 13, 2022.
For more information about the PropertyGuru Shareholder Support Agreement, see “Securities Eligible for Future Sales—Lock-up Agreements.”
Sponsor Support and Lock-Up Agreement
On July 23, 2021, Bridgetown 2, the Sponsor, the Company and PropertyGuru entered the Sponsor Support Agreement, pursuant to which the Sponsor has agreed, among other things and subject to the terms and conditions set forth therein, to a lock-up of the ordinary shares in the Company it received pursuant to the Merger (subject to certain exceptions) for a period of one year following the Closing.
This lock-up expired on March 17, 2023.
For more information about the Sponsor Support and Lock-Up Agreement, see “Securities Eligible for Future Sales—Lock-up Agreements.”
PIPE Financing (Private Placement)
On July 23, 2021, the Company and Bridgetown 2 entered into PIPE Subscription Agreements with the PIPE Investors. Pursuant to the PIPE Subscription Agreements, the PIPE Investors have committed to subscribe for and purchase, in the aggregate, 13,193,068 ordinary shares for $10.00 per share, for an aggregate gross proceeds of $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. BofA Securities, Citigroup, KCMA (an affiliate of KKR) and TPG Capital BD (an affiliate of the TPG Investor Entities) acted as placement agents to Bridgetown 2 in connection with the PIPE Financing pursuant to the PIPE Subscription Agreements.
Registration Rights Agreement
See “Securities Eligible for Future Sales—Registration Rights.”
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Acquisition of the Project Panama Entities
On August 3, 2021, in connection with the acquisition of the Project Panama Entities from iProperty, PropertyGuru issued 636,815 PropertyGuru Shares at a purchase price of S$311.7074818 per share, comprising an 18.0% equity interest in PropertyGuru’s enlarged company, to REA. REA is also entitled to appoint one director to PropertyGuru’s board of directors and has the right to nominate one director to our board of directors.
As part of the acquisition of the Project Panama Entities, PropertyGuru entered into a call option agreement with REA Group to grant REA Group a call option for an additional $31.9 million equity investment in PropertyGuru. REA Group exercised its call option on July 14, 2021. Pursuant thereto, and as part of the PIPE Investment, REA made an additional $51.9 million equity investment in the Company substantially concurrently with the Amalgamation Closing, which comprises REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru.
Following the consummation of the Business Combination, each PropertyGuru Share issued and outstanding immediately prior to the Amalgamation Effective Time has been automatically canceled and converted into such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement.
In connection with the completion of the acquisition of the Project Panama Entities, PropertyGuru entered into a transitional services agreement (“REA Transitional Services Agreement”) with realestate.com.au Pty Ltd, pursuant to which, beginning on the completion date of the acquisition, realestate.com.au Pty Ltd will provide certain platform and systems migration services for a period of 12 months, certain forms of corporate services support for between two and six months and access to certain third party sourced applications for 12 months. PropertyGuru will provide similar, more limited transitional support services over the same terms. Services fees for the services will be at the cost incurred, however certain services will be provided by realestate.com.au Pty Ltd or PropertyGuru at no cost for either three or nine months after the completion of the acquisition. The REA Transitional Services Agreement was terminated by PropertyGuru and realestate.com.au Pty Ltd with effect from June 10, 2022.
REA also assigned to PropertyGuru its rights to source code and object code that was developed by the Project Panama Entities and used in the websites and applications operated by the Project Panama Entities in connection with their businesses prior to the transaction. PropertyGuru, in turn, granted REA irrevocable, royalty-free, transferable, sublicensable licenses to the source code and object code that REA had assigned to PropertyGuru.
Redpeak Facility
On December 23, 2020, PropertyGuru entered into a term loan credit facility agreement (the “Redpeak Facility”) with Redpeak Advisers Pte. Ltd. as mandated lead arranger, the persons listed in Schedule 1 thereto as the original lenders and Watiga Asia Pte. Ltd. as agent of the Finance Parties (as defined therein). The facility provides for borrowings in an aggregate amount of S$16.0 million, including a commitment of S$600,000 from Mr. Stephen Nicholas Melhuish, PropertyGuru’s co-founder. PropertyGuru received an advance on the facility of S$5.0 million in December 2020 and drew down the facility in full in January 2021.
The facility bore interest at 2% per annum payable on the last day of each six-month interest period and 6% per annum payable on the termination date, which is 24 months from the date the loan is drawn. Effective interest rate for this loan facility is 8.16%. The facility is intended to refinance the redemption of PropertyGuru’s convertible notes, pay costs related to the facility and be used for the working capital. We voluntarily prepaid all outstanding loans under the facility in full on July 7, 2022.
Series F Investment by the TPG Investor Entities and KKR Investor
In September 2020, PropertyGuru issued 210,526 Series F preference shares at a purchase price of S$285.00 per share for cash consideration of S$60.0 million (the “Series F Financing”). As part of the Series F Financing, PropertyGuru issued 99,515 Series F preference shares to the KKR Investor and 111,011 Series F preference shares to TPG Asia VI SF Pte. Ltd. (74,006 of which were subsequently assigned to TPG Asia VI SPV GP LLC).
In connection with the acquisition of the Project Panama Entities, all Series F preference shares have been converted into PropertyGuru Shares. Following the consummation of the Business Combination, each PropertyGuru Share issued and outstanding immediately prior to the Amalgamation Effective Time has been automatically canceled and converted into such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement.
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Series E Investment by the TPG Investor Entities and KKR Investor
In January 2020, PropertyGuru issued 84,705 Series E preference shares at a purchase price of S$317.90 per share for cash consideration of S$26.9 million (the “Series E Financing”). As part of the Series E Financing, PropertyGuru issued to the KKR Investor and TPG Asia VI SF Pte. Ltd., respectively, 40,040 Series E preference shares and 44,665 Series E preference shares.
In connection with the acquisition of the Project Panama Entities, all Series E preference shares have been converted into PropertyGuru Shares. Following the consummation of the Business Combination, each PropertyGuru Share issued and outstanding immediately prior to the Amalgamation Effective Time has been automatically canceled and converted into such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement.
Series D Investment by KKR Investor
In July 2018, PropertyGuru issued 716,350 Series D1 preference shares and Series D2 preference shares and 112,000 warrants for cash consideration of S$188.2 million (the “Series D Financing”). As part of the Series D Financing, PropertyGuru issued to the KKR Investor (i) 152,224 Series D1 preference shares at a purchase price of S$262.77 per share, (ii) 564,126 Series D2 preference shares at a purchase price of S$262.77 per share, and (iii) 112,000 warrants to subscribe for 112,000 ordinary shares in the capital of PropertyGuru exercisable at an exercise price of S$341.60.
In connection with the acquisition of the Project Panama Entities, all Series D1 preference shares and Series D2 preference shares have been converted into PropertyGuru Shares. Following the consummation of the Business Combination, each PropertyGuru Share issued and outstanding immediately prior to the Amalgamation Effective Time has been automatically canceled and converted into such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement.
In connection with the Series D Financing, PropertyGuru executed an instrument by way of deed poll on October 12, 2018, in relation to the issue of the PropertyGuru Warrants to the KKR Investor (“PropertyGuru Warrant Instrument”), and PropertyGuru executed a warrant certificate on October 12, 2018, to certify that the KKR Investor is entitled to the PropertyGuru Warrants. Pursuant to the Novation, Assumption and Amendment Agreement (as defined below), effective upon the closing of the Business Combination, among other things, the Company assumed all of PropertyGuru’s obligations and responsibilities pursuant to or in connection with the PropertyGuru Warrant Instrument. For more information about the Novation, Assumption and Amendment Agreement, see “—Transactions Related to the Business Combination—Novation, Assumption and Amendment Agreement.”
DDProperty Media Limited Shareholders’ Agreement
On September 11, 2019, PropertyGuru entered into a shareholders’ agreement between it and Mr. Ammaramorn in relation to DDProperty Media. The shareholders’ agreement provides, among other things, that (i) PropertyGuru and Mr. Ammaramorn have pre-emptive rights to subscribe pro rata for newly issued shares in DDProperty Media upon an increase in DDProperty Media’s registered capital; (ii) Mr. Ammaramorn cannot transfer any of his shares in DDProperty Media or an interest therein to any person or company without the prior consent of PropertyGuru or PropertyGuru International (Malaysia) Sdn Bhd; (iii) in the event PropertyGuru or PropertyGuru International (Malaysia) Sdn Bhd transfers all of its shares in DDProperty Media, they may require Mr. Ammaramorn to transfer all of his shares in DDProperty Media to the transferee on the same terms and conditions on which PropertyGuru and PropertyGuru International (Malaysia) Sdn Bhd are proposing to transfer their shares; and (iv) PropertyGuru and PropertyGuru International (Malaysia) Sdn Bhd may exercise a call option requiring Mr.Ammaramorn to sell and transfer all of his shares in DDProperty Media to PropertyGuru or PropertyGuru International (Malaysia) Sdn Bhd or any designated person(s) at par value.
Employment Agreements and Indemnification Agreements
See “Board of Directors and Executive Management—Employment Agreements and Indemnification Agreements.”
Equity Incentive Plans
See “Board of Directors and Executive Management—Equity Incentive Plans.”
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The following table sets forth information relating to the beneficial ownership of the Company’s ordinary shares by:
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.
The percentage of the Company’s ordinary shares beneficially owned is computed on the basis of 162,129,826 ordinary shares issued and outstanding as of December 31, 2022.
Beneficial Owners(1) | Number of | Percentage of all Ordinary Shares |
5% Shareholders |
|
|
TPG Investor Entities(2) | 48,497,728 | 30.0% |
KKR Investor(3) | 43,475,124 | 26.9% |
REA Asia Holding Co. Pty Ltd(4) | 28,183,294 | 17.4% |
Bridgetown 2 LLC(5) | 15,845,965 | 9.8 % |
BTN Investments 2 LLC(6) | 10,195,197 | 6.3 % |
Directors and Executive Officers |
|
|
Olivier Lim | 425,228 | * |
Hari V. Krishnan | 1,243,422 | * |
Rachna Bhasin | 14,369 | * |
Jennifer Macdonald(7) | 119,606 | * |
Stephen Melhuish (8) | 2,910,138 | 1.8% |
Dominic Picone | — | — |
Ashish Shastry | — | — |
Melanie Wilson(9) | 65,093 | * |
Owen Wilson | — | — |
Joe Dische | 512,635 | * |
Genevieve Godwin | 218,522 | * |
Manav Kamboj | 411,313 | * |
Jeremy Williams | 492,712 | * |
Shyn Yee Ho | — | — |
Disha Goenka Das(10) | — | — |
All directors and executive officers as a group (15 individuals) | 6,413,038 | 4.0% |
* Less than 1%.
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SELLING SECURITYHOLDERS
This prospectus relates to the offer and sale, from time to time, by the selling shareholders named herein (the “Selling Securityholders”), or their pledgees, donees, transferees, or other successors in interest, of: (i) up to 162,153,490 of our ordinary shares, par value $0.0001 per share, issued to the Selling Securityholders, as described below (which includes up to 12,960,000 ordinary shares issuable upon the exercise of 12,960,000 of our warrants offered hereby issued to certain of the Selling Securityholders, as described below); and (ii) up to 12,960,000 of our warrants issued to certain of the Selling Securityholders, as described below.
The securities covered by this prospectus include (i) 13,193,068 ordinary shares issued to certain investors in private placements pursuant to the PIPE Subscription Agreements (as defined herein) consummated in connection with the Business Combination, (ii) 133,165,387 ordinary shares issued to certain shareholders in connection with the Business Combination, (iii) 2,835,035 ordinary shares issuable by us upon the exercise of share options and vesting of restricted stock units held by certain of our directors and executive officers, and (iv) 12,960,000 warrants issued to the Sponsor in connection with the Business Combination pursuant to the Business Combination Agreement and the Amended and Restated Assignment, Assumption and Amendment Agreement (as defined herein), at an exercise price of $11.50 per ordinary share, the exercise of which will result in the issuance of 12,960,000 ordinary shares. In addition, this prospectus relates to the offer and sale of up to 12,960,000 ordinary shares issuable by us upon exercise of 12,960,000 warrants offered hereby.
The following table sets forth the names of the Selling Securityholders, the number of ordinary shares (including ordinary shares underlying warrants, options and RSUs) and warrants owned by each of them as of September 22, 2022, the maximum number of ordinary shares (assuming exercise of all of the warrants, options and RSUs owned by such Securityholder) and warrants which may be offered pursuant to this prospectus, and the number and percentage of ordinary shares and warrants to be owned by each Selling Securityholder assuming all of the ordinary shares (assuming exercise of all of the warrants, options and RSUs owned by the Selling Securityholders) and warrants which may be offered by such Selling Securityholder pursuant to this prospectus are sold. The “Percentage of Ordinary Shares Owned Before the Offering” column is computed on the basis of 162,129,826 ordinary shares issued and outstanding together with the ordinary shares underlying warrants, share options and restricted stock units held by the Selling Securityholders as of December 31, 2022.
We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of their ordinary shares, or warrants, as applicable. The Selling Securityholders may offer all or part of the ordinary shares or warrants for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. Because the Selling Securityholders may offer all, some or none of their securities, no definitive estimate as to the number of ordinary shares or warrants, as applicable, that will be held by the Selling Securityholders after an offering can be provided. A Selling Securityholder may sell or otherwise transfer all, some or none of such securities in any offering. See “Plan of Distribution.” We will not receive any of the proceeds from the sale of the ordinary shares or warrants sold by the Selling Securityholders.
The ordinary shares owned by each Selling Securityholder in the table below includes all ordinary shares underlying the warrants, options and RSUs held by such Selling Securityholder.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to ordinary shares beneficially owned by them.
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Except as described in the footnotes to the table below, none of the Selling Securityholders has held any position or office or has had any other material relationship with us or any of our affiliates within the past three years other than as a result of his or her ownership of shares of equity securities. This information is based upon information provided by the Selling Securityholders. Selling Securityholders information for each additional Selling Securityholders, if any, will be set forth in a prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s ordinary shares or warrants, as applicable, pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholders and the number of ordinary shares or warrants, as applicable, registered on its behalf.
| Securities Owned Before the Offering | Securities to be Sold | Securities Owned After the Offering | ||||||||
Name of Selling Securityholder | Ordinary Shares(1) | %(2) | Warrants | % | Ordinary Shares | Warrants | Ordinary Shares(1) | %(2) | Warrants | % | |
PIPE Investors |
|
|
|
|
|
|
|
|
|
| |
Akaris Global Partners, LP(3) | 500,000 | * | — | — | 500,000 | — | — | — | — | — | |
Entities affiliated with Naya Capital Management UK Limited(4) | 1,849,000 | 1.1% | — | — | 1,849,000 | — | — | — | — | — | |
Quantum Partners LP(5) | 151,000 | * | — | — | 151,000 | — | — | — | — | — | |
Oxbow Master Fund Limited(6) | 680,947 | * | — | — | 680,947 | — | — | — | — | — | |
Vittoria Fund - OC, L.P(7) | 199,053 | * | — | — | 199,053 | — | — | — | — | — | |
Employees Provident Fund Board(8) | 1,800,000 | 1.1% | — | — | 1,800,000 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Bumiputera 3— Didik (9) | 155,430 | * | — | — | 155,430 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Malaysia(10) | 515,340 | * | — | — | 515,340 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Malaysia 2— Wawasan(11) | 515,340 | * | — | — | 515,340 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Nasional(12) | 47,160 | * | — | — | 47,160 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Equity 2(13) | 36,270 | * | — | — | 36,270 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Equity 3(14) | 84,870 | * | — | — | 84,870 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Equity 5(15) | 14,130 | * | — | — | 14,130 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Imbang (Mixed Asset Balanced) 1(16) | 48,060 | * | — | — | 48,060 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Imbang (Mixed Asset Balanced) 2(17) | 61,830 | * | — | — | 61,830 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Imbang (Mixed Asset Balanced) 3 Global(18) | 123,570 | * | — | — | 123,570 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Sara (Mixed Asset Conservative) 1(19) | 132,030 | * | — | — | 132,030 | — | — | — | — | — | |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Sara (Mixed Asset Conservative) 2(20) | 65,970 | * | — | — | 65,970 | — | — | — | — | — | |
Pacific Horizon Investment Trust plc(21) | 1,000,000 | * | — | — | 1,000,000 | — | — | — | — | — | |
RSS Limited (formerly Red Square Singapore Limited) (22) | 20,000 | * | — | — | 20,000 | — | — | — | — | — | |
Sponsor and affiliates |
|
|
|
|
|
|
|
|
|
| |
Bridgetown 2 LLC(23) | 15,845,965 | 9.4% | 6,480,000 | 50.0% | 15,845,965 | 6,480,000 | — | — | — | — | |
Samuel Altman(24) | 5,000 | * | — | — | 5,000 | — | — | — | — | — | |
John R Hass(25) | 5,000 | * | — | — | 5,000 | — | — | — | — | — | |
In Joon Hwang(26) | 5,000 | * | — | — | 5,000 | — | — | — | — | — | |
Kenneth Ng(27) | 5,000 | * | — | — | 5,000 | — | — | — | — | — | |
Steven Teichman(28) | 264,241 | * | — | — | 264,241 | — | — | — | — | — | |
Daniel Wong(29) | 947,097 | * | — | — | 947,097 | — | — | — | — | — | |
BTN Investments 2 LLC(30) | 10,195,197 | 6.1% | 6,480,000 | 50.0% | 10,195,197 | 6,480,000 | — | — | — | — | |
Fong Yan Kit Derek(31) | 15,000 | * | — | — | 15,000 | — | — | — | — | — | |
Lun Mei Yan May(32) | 15,000 | * | — | — | 15,000 | — | — | — | — | — | |
Shanti Foo(33) | 5,000 | * | — | — | 5,000 | — | — | — | — | — | |
Thong Hei Wa Jacqueline(34) | 17,500 | * | — | — | 17,500 | — | — | — | — | — | |
Poon Yik Tung(35) | 10,000 | * | — | — | 10,000 | — | — | — | — | — | |
Company Shareholders |
|
|
|
|
|
| — | — | — | — | |
TPG Investor Entities(36) | 48,497,728 | 30.0% | — | — | 48,497,728 | — | — | — | — | — | |
KKR Investor(37) | 43,475,124 | 26.9% |
|
| 43,475,124 | — | — | — | — | — | |
REA Asia Holding Co. Pty Ltd(38) | 28,183,294 | 17.4% | — | — | 28,183,294 | — | — | — | — | — | |
Directors and Executive Officers |
|
|
|
|
|
|
|
| — | — | |
Olivier Lim(39) | 484,919 | * | — | — | 484,919 | — | — | — | — | — | |
Hari V. Krishnan(40) | 2,245,678 | 1.4% | — | — | 2,245,678 | — | — | — | — | — | |
Jennifer Macdonald(41) | 133,974 | * | — | — | 133,974 | — | — | — | — | — | |
Stephen Nicholas Melhuish(42) | 2,910,138 | 1.8% | — | — | 2,910,138 | — | — | — | — | — | |
Melanie Wilson(43) | 79,460 | * | — | — | 79,460 | — | — | — | — | — | |
Joe Dische(44) | 779,438 | * | — | — | 779,438 | — | — | — | — | — | |
Rachna Bhasin(45) | 28,737 | * | — | — | 28,737 |
|
|
|
|
| |
Total | 162,153,490 | 91.5% | 12,960,000 | 100.0% | 162,153,490 | 12,960,000 | — | — | — | — | |
* Less than 1%.
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TAXATION
Certain Material U.S. Federal Income Tax Considerations for U.S. Holders
The following discussion describes certain material U.S. federal income tax consequences to U.S. Holders (as defined below) under present law of an investment in our ordinary shares or warrants. This discussion applies only to U.S. Holders that hold our ordinary shares or warrants as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, or (the “Code”), and that have the U.S. Dollar as their functional currency.
This discussion is based on the tax laws of the United States, including the Code, as in effect on the date hereof and on U.S. Treasury regulations as in effect or, in some cases, as proposed, on the date hereof, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below. This summary does not address any estate or gift tax consequences, the alternative minimum tax, the Medicare tax on net investment income or any state, local, or non-U.S. tax consequences. The following discussion neither deals with the tax consequences to any particular investor nor describes all of the tax consequences applicable to persons in special tax situations such as:
INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN OUR ORDINARY SHARES OR WARRANTS.
The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are the beneficial owner of our ordinary shares or warrants and you are, for U.S. federal income tax purposes,
If an entity or other arrangement treated as a partnership for U.S. federal income tax purposes holds our ordinary shares or warrants, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership.
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Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
Passive Foreign Investment Company
A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will generally be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year if either:
For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other entity treated as a corporation for U.S. federal income tax purposes in which we own, directly or indirectly, 25% or more (by value) of the stock.
Based on the current and anticipated value and composition of our income and assets, including the income and assets of our subsidiaries, we do not expect that we will be treated as a PFIC for U.S. federal income tax purposes for our current taxable year or for foreseeable future years. Whether we are a PFIC for any taxable year, however, is a factual determination that must be made annually after the close of the taxable year. Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our ordinary shares, our PFIC status may depend in part on the market price of our ordinary shares, which may fluctuate significantly. In addition, our PFIC status may depend on how quickly we use the cash we received in the Business Combination and any future cash we receive including upon exercise of the warrants. Therefore there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any future taxable year. No rulings from the U.S. Internal Revenue Service, or the IRS have been or will be sought with respect to our status as a PFIC. If the IRS were to assert that, contrary to our expectation, we are a PFIC in the current taxable year or a future year, there would be adverse tax consequences to investors, including those described below. Potential investors are strongly advised to consult their own advisors regarding the consequences to them if we were to be considered a PFIC.
If we are a PFIC for any taxable year during your holding period for our ordinary shares (or under proposed U.S. Treasury regulations, our warrants), we generally will continue to be treated as a PFIC with respect to your investment in our ordinary shares or warrants for all succeeding years during which you hold our ordinary shares or warrants, and, although subject to uncertainty, potentially our ordinary shares received upon exercise of such warrants. Certain elections (such as a deemed sale election) may be available under certain circumstances.
For each taxable year that we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess distribution” (as defined below) you receive and any gain you realize from a sale or other disposition (including a pledge) of our ordinary shares or warrants, unless you make a valid “mark-to-market” election as discussed below, which may not be available for the warrants. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period will be treated as an excess distribution. Under these special tax rules:
The tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of our ordinary shares or warrants cannot be treated as capital gains, even if you hold our ordinary shares or warrants as capital assets.
If we are treated as a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs, you may be deemed to own a proportionate interest in such lower-tier PFICs that are directly or indirectly owned by us, and you may be subject to the adverse tax consequences described above with respect to the shares of such lower-tier PFICs you would be deemed to own. As a result, you may incur liability for any excess distribution described above if we receive a distribution from our lower-tier PFICs or if any shares in such lower- tier PFICs are disposed of (or deemed disposed of). You should consult your tax advisor regarding the application of the PFIC rules to any of our subsidiaries.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a valid mark-to-market election for our ordinary shares, you will include in income for each year that we are treated as a PFIC with respect to you an amount equal to the excess, if any, of the fair market value of our ordinary shares as of the close of your taxable year over your adjusted basis in such ordinary shares. You will be
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allowed a deduction for the excess, if any, of the adjusted basis of our ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on our ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of our ordinary shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on our ordinary shares, as well as to any loss realized on the actual sale or disposition of our ordinary shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such ordinary shares previously included in income. Your basis in our ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, any distributions we make would generally be subject to the rules discussed below under “—Taxation of Dividends and Other Distributions on our Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply.
The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations, and may not include our warrants. Our ordinary shares are listed on the NYSE. Because a mark-to-market election may not be available for equity interests in any lower-tier PFICs we own, you generally will continue to be subject to the PFIC rules with respect to your indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. The NYSE is a qualified exchange, but there can be no assurance that the trading in our ordinary shares will be sufficiently regular to qualify our ordinary shares as marketable stock. You should consult your tax advisor as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.
Alternatively, if a non-U.S. entity treated as a corporation is a PFIC, a holder of shares in that entity may avoid taxation under the PFIC rules described above regarding excess distributions and recognized gains by making a “qualified electing fund” election to include in income its share of the entity’s income on a current basis. However, you may make a qualified electing fund election with respect to your ordinary shares only if we furnish you annually with certain tax information, and we currently do not intend to prepare or provide such information. A qualified electing fund election may not be available for our warrants regardless of whether we provide such information.
A U.S. Holder of a PFIC may be required to file an IRS Form 8621. If we are a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to you. You are urged to consult your tax advisor regarding the application of the PFIC rules to an investment in ordinary shares or warrants.
YOU ARE STRONGLY URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE IMPACT ON YOUR INVESTMENT IN OUR ORDINARY SHARES OR WARRANTS IF WE WERE TO BE CONSIDERED A PFIC AS WELL AS THE APPLICATION OF THE PFIC RULES AND THE POSSIBILITY OF MAKING A MARK-TO-MARKET ELECTION.
Taxation of Dividends and Other Distributions on our Ordinary Shares
Subject to the PFIC rules discussed above, the gross amount of any distributions we make to you (including the amount of any tax withheld) with respect to our ordinary shares generally will be includible in your gross income as dividend income on the date of receipt, but only to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations. To the extent the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a tax-free return of your tax basis in your ordinary shares, and then, to the extent such excess amount exceeds your tax basis in your ordinary shares, as capital gain. We currently do not, and we do not intend to, calculate our earnings and profits under U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
With respect to certain non-corporate U.S. Holders, including individual U.S. Holders, dividends may be taxed at the lower capital gain rates applicable to “qualified dividend income,” provided (i) our ordinary shares are readily tradable on an established securities market in the United States (such as the NYSE), (ii) we are neither a PFIC nor treated as such with respect to you (as discussed above) for either the taxable year in which the dividend was paid or the preceding taxable year, (iii) certain holding period requirements are met and (iv) you are not under an obligation to make related payments with respect to positions in substantially similar or related property.
Any dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our ordinary shares will generally constitute “passive category income.” The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisor regarding the availability of a foreign tax credit in your particular circumstances.
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Constructive Dividends on our Ordinary Shares or Warrants
If the exercise price of our warrants is adjusted in certain circumstances (or in certain circumstances, there is a failure to make adjustments or a failure to make adequate adjustments), that adjustment (or failure to adjust) may result in the deemed payment of a taxable dividend to a U.S. Holder of the warrants or our ordinary shares. Any such constructive dividend will be taxable generally as described above under “Taxation of Dividends and Other Distributions on our Ordinary Shares.” Generally, a U.S. Holder’s tax basis in our ordinary shares or the warrants will be increased to the extent of any such constructive dividend. It is not entirely clear whether a constructive dividend deemed paid to a non-corporate U.S. Holder could be “qualified dividend income” as discussed above under “Taxation of Dividends and Other Distributions on our Ordinary Shares.” U.S. Holders should consult their tax advisers regarding the proper U.S. federal income tax treatment of any adjustments to (or failure to adjust or adjust adequately) the exercise price of the warrants.
We are currently required to report the amount of any constructive dividends on our website or to the IRS and to holders not exempt from reporting. The IRS has proposed regulations addressing the amount and timing of constructive dividends, as well as, obligations of withholding agents and filing and notice obligations of issuers in respect of such constructive dividends. If adopted as proposed, the regulations would generally provide that (i) the amount of a constructive dividend is the excess of the fair market value of the right to acquire stock immediately after the exercise price adjustment over the fair market value of the right to acquire stock (after the exercise price adjustment) without the adjustment, (ii) the constructive dividend occurs at the earlier of the date the adjustment occurs under the terms of the instrument and the date of the actual distribution of cash or property that results in the constructive dividend and (iii) we are required to report the amount of any constructive dividends on our website or to the IRS and to all holders (including holders that would otherwise be exempt from reporting). The final regulations will be effective for constructive dividends occurring on or after the date of adoption, but holders and withholding agents may rely on them prior to that date under certain circumstances.
Taxation of Disposition of our Ordinary Shares or Warrants
Subject to the PFIC rules discussed above, upon a sale or other disposition of our ordinary shares or warrants, you will generally recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized (including the amount of any tax withheld) and your tax basis in such ordinary shares or warrants.
Any gain or loss on the sale or other disposition of our ordinary shares or warrants will generally be treated as U.S. source income or loss and treated as long-term capital gain or loss if your holding period in our ordinary shares or warrants at the time of the disposition exceeds one year. Long-term capital gain of non-corporate U.S. Holders generally will be subject to U.S. federal income tax at reduced tax rates. The deductibility of capital losses is subject to significant limitations.
Taxation of Exercise or Expiration of our Warrants
Except as discussed below with respect to the cashless exercise of a warrant, in general, you will not be required to recognize income, gain or loss upon exercise of our warrants by payment of the exercise price. Your tax basis in our ordinary shares received upon exercise of our warrants will be equal to the sum of (1) your tax basis in the warrants exchanged therefor and (2) the exercise price of the warrants. Your holding period in our ordinary shares received upon exercise generally will commence on the day after you exercise the warrants.
If the warrants expire without being exercised, you will recognize a capital loss in an amount equal to your tax basis in the warrants. Such loss will be long-term capital loss if, at the time of the expiration, your holding period in the warrants is more than one year. The deductibility of capital losses is subject to limitations.
The tax consequences of a cashless exercise of a warrant are not clear under current U.S. federal income tax law. A cashless exercise may be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, your basis in the ordinary shares received would equal your basis in the warrants exercised therefor. If the cashless exercise is not treated as a realization event, your holding period in the ordinary shares would be treated as commencing on the date following the date of exercise of the warrants. If the cashless exercise were treated as a recapitalization, the holding period of the ordinary shares would include the holding period of the warrants exercised therefor.
It is also possible that a cashless exercise of a warrant could be treated in part as a taxable exchange in which gain or loss would be recognized in the manner set forth above under “—Taxation of Disposition of our Ordinary Shares or Warrants.” In such event, you could be deemed to have surrendered a number of warrants having an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. You would recognize capital gain or loss in an amount generally equal to the difference between (i) the fair market value of the warrants deemed surrendered and (ii) your tax basis in such warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the ordinary shares received would equal the sum of (i) U.S. Holder’s tax basis in the warrants deemed exercised and (ii) the exercise price of such warrants. A U.S. Holder’s holding period for the ordinary shares received in such case generally would commence on the date following the date of exercise of the warrants.
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Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of warrants.
Information Reporting and Backup Withholding
Dividend payments (including constructive dividends) with respect to our ordinary shares or warrants and proceeds from the sale, exchange or redemption of our ordinary shares or warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes any other required certification or that is otherwise exempt from backup withholding. U.S. Holders that are required to establish their exempt status generally must provide such certification on IRS Form W-9. You should consult your tax advisor regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.
Information with respect to Foreign Financial Assets
Certain U.S. Holders may be required to report information relating to an interest in our ordinary shares or warrants, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions). U.S. Holders who fail to report the required information could be subject to substantial penalties, and, in such circumstances, the statute of limitations for assessment of tax could be suspended, in whole or part. You should consult your tax advisor regarding the effect, if any, of this requirement on your ownership and disposition of our ordinary shares.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT ABOVE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN OUR ORDINARY SHARES OR WARRANTS.
Cayman Islands Tax Considerations
The following summary contains a description of certain Cayman Islands income tax consequences of the acquisition, ownership and disposition of ordinary shares and warrants, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase ordinary shares and/or warrants. The summary is based upon the tax laws of Cayman Islands and regulations thereunder as of the date hereof, which are subject to change.
Prospective investors should consult their professional advisors on the possible tax consequences of buying, holding or selling any shares and/or warrants under the laws of their country of citizenship, residence or domicile.
The following is a discussion on certain Cayman Islands income tax consequences of an investment in ordinary shares and warrants in the Company. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws:
Payments of dividends and capital in respect of ordinary shares or warrants in the Company will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a dividend or capital to any holder of ordinary shares or warrants in the Company, nor will gains derived from the disposal of the ordinary shares or warrants in the Company be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of ordinary shares or warrants in the Company or on an instrument of transfer in respect of an ordinary share or warrants in the Company, save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands.
The Company is incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, have obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following form:
The Tax Concessions Law
Undertaking as to Tax Concessions
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In accordance with Section 6 of the Tax Concessions Law the following undertaking is hereby given to the Company (the “Company”):
These concessions shall be for a period of TWENTY years from the 19th day of July 2021.
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands.
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PLAN OF DISTRIBUTION
We are registering the issuance by us of (i) 12,960,000 ordinary shares that may be issued upon the exercise of our warrants; and (ii) and up to 2,835,035 ordinary shares that may be issued upon the exercise of share options and vesting of restricted stock units held by certain of our directors and executive officers. We are also registering the resale of (i) up to 162,153,490 ordinary shares issued to certain of the Selling Securityholders (which includes up to 12,960,000 ordinary shares issuable upon the exercise of 12,960,000 of our warrants offered hereby issued to certain of the Selling Securityholders, as described below); and (ii) up to 12,960,000 of our warrants issued to certain of the Selling Securityholders.
We will not receive any proceeds from any sale by the Selling Securityholders of the securities being registered hereunder, except with respect to amounts received by us upon exercise of our warrants to the extent such warrants are exercised for cash. See “Use of Proceeds.” We will bear all costs, expenses and fees in connection with the registration of the securities offered by this prospectus, whereas the Selling Securityholders will bear all incremental selling expenses, including commissions, brokerage fees and other similar selling expenses.
The Selling Securityholders, which as used here includes donees, pledgees, transferees or other successors-in-interest selling ordinary shares or warrants received after May 6, 2022 from a Selling Securityholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their ordinary shares or warrants on any stock exchange, market or trading facility on which the shares or warrants are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Securityholders may use any one or more of the following methods when disposing of shares or warrants:
The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the ordinary shares or warrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares or warrants, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer the ordinary shares or warrants in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or shareholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
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In connection with the sale of our ordinary shares or warrants, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the warrants or ordinary shares in the course of hedging the positions they assume. The Selling Securityholders may also sell our ordinary shares or warrants short and deliver these securities to close out their short positions, or loan or pledge the ordinary shares or warrants to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of ordinary shares or warrants offered by this prospectus, which shares or warrants such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Each of the Selling Securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of ordinary shares or warrants to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.
The Selling Securityholders and any underwriters, broker-dealers or agents that participate in the sale of the ordinary shares may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement.
To the extent required, our ordinary shares or warrants to be sold, the names of the Selling Securityholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the ordinary shares or warrants may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the ordinary shares or warrants may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the Selling Securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares or warrants in the market and to the activities of the Selling Securityholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Securityholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the ordinary shares and warrants offered by this prospectus.
We have agreed with the Selling Securityholders to keep the registration statement of which this prospectus constitutes a part effective until all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or the securities have been withdrawn.
In compliance with the guidelines of the Financial Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission, fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross proceeds of any offering pursuant to this prospectus and any applicable prospectus supplement.
Lock-Up Agreement
The Sponsor and certain shareholders of the Company, who are the Selling Securityholders named in this prospectus, have entered into a lock-up agreement. See “Securities Eligible for Future Sale—Lock-Up Agreements.”
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SECURITIES ELIGIBLE FOR FUTURE SALES
As of December 31, 2022, the Company had 162,129,826 ordinary shares issued and outstanding. Additionally, there were 12,960,000 warrants outstanding, 12,960,000 of which entitle warrantholders to purchase an aggregate of 12,960,000 ordinary shares of the Company at an exercise price of $11.50 per share.
All of the ordinary shares and warrants that were issued in connection with the Business Combination are freely transferable without restriction or further registration under the Securities Act, other than: (i) the 133,165,387 ordinary shares held by certain shareholders; (ii) the 13,193,068 ordinary shares held by the PIPE Investors; (iii) 2,835,035 ordinary shares issuable by us upon the exercise of share options and vesting of restricted stock units held by certain of our directors and executive officers; and (iv) the 12,960,000 warrants issued to the Sponsor (of which 6,480,000 warrants were subsequently transferred to BTN Investments 2 LLC). In addition, ordinary shares and warrants held by certain shareholders are subject to lock-up restrictions described below.
The registration statement of which this prospectus forms a part has been filed to satisfy our obligations to register the offer and sale of ordinary shares and warrants by our Sponsor and PIPE Investors pursuant to the Registration Rights Agreement and the PIPE Subscription Agreements, and to register the offer and sale of ordinary shares of certain Company shareholders. See “Selling Securityholders”.
We cannot make any prediction as to the effect, if any, that sales of our ordinary shares or warrants or the availability of such securities for sale will have on the market price of our securities.
Lock-up Agreements
Concurrently with the signing of the Business Combination Agreement, certain shareholders and executives of PropertyGuru, including its principal shareholders and Key Executives, and Sponsor have agreed, pursuant respectively to the PropertyGuru Shareholder Support Agreement and the Sponsor Support Agreement, not to, without the prior written consent of the board of directors of the Company, for specified periods of time after the consummation of the Business Combination, transfer any ordinary shares in the Company or other securities convertible into or exercisable or exchangeable for ordinary shares in the Company, with certain customary exceptions. As a result of these lock-up provisions, additional securities of the Company will be eligible for resale as follows.
Under the PropertyGuru Shareholder Support Agreement, the KKR Investor, the TPG Investor Entities, REA and certain of our directors, executive officers and employees are restricted, subject to certain exceptions, from selling any of our ordinary shares that they received as a result of the Business Combination, until the earlier of
The lock-up expired on September 13, 2022.
Under the Sponsor Support Agreement, the Sponsor is restricted, subject to certain exceptions, from selling any of our ordinary shares that it received as a result of the Business Combination until the earlier of
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The lock-up expired on March 17, 2023.
Registration Rights
Pursuant to the PIPE Subscription Agreements, the Company must file a registration statement (the “PIPE Registration Statement”) within 45 days after the consummation of the Business Combination registering up to 13,193,068 ordinary shares held by the PIPE Investors and use commercially reasonable endeavors to have declared effective and maintain the effectiveness of such registration.
Concurrently with the signing of the Business Combination Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Sponsor, Bridgetown 2, certain directors and advisors of Bridgetown 2 to whom Sponsor has transferred Bridgetown 2 Shares, certain shareholders of Bridgetown 2 affiliated with Sponsor, and certain shareholders of the Company (the “PropertyGuru Holders”), pursuant to which the Company must use its reasonable best efforts to file within 30 days following the Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, a registration statement for a “shelf” registration on Form F-1 (“Form F-1 Shelf”) covering the resale of all registrable securities held by the PropertyGuru Holders on a delayed or continuous basis. Following the filing of the Form
F-1 Shelf, the Company has agreed to use reasonable efforts to convert the Form F-1 Shelf to a shelf registration on Form F-3, and/or to file and cause to become effective a shelf registration on Form F-3, as soon as practicable and in any event within 45 days after the Company is eligible to use Form F-3. Holders of at least 20% of the then outstanding registrable securities, Sponsor and certain significant holders, may make demand for an underwritten offering of all or any portion of their registrable securities pursuant to the shelf, up to three times if the Sponsor and one time if a significant holder; provided that the Company will only be required to effectuate two underwritten takedowns pursuant to any such demands within the first year following the Closing, or one underwritten takedown within any three-month period for the period commencing one year after the Closing. In addition, holders of registrable securities have certain “piggy-back” registration rights with respect to registration statements filed after the expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, with certain customary exceptions. The Company will bear all costs and expenses incurred in connection with the filing of any such registration statements.
Rule 144
Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted ordinary shares or warrants of the Company for at least six months would be entitled to sell their securities; provided that (i) such person is not deemed to have been one of the Company’s affiliates at the time of, or at any time during the three months preceding, a sale and (ii) the Company is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as it was required to file reports) preceding the sale.
Persons who have beneficially owned restricted ordinary shares or warrants of the Company for at least six months but who are the Company’s affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three- month period only a number of securities that does not exceed the greater of:
Sales by the Company’s affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about the Company.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
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Regulation S
Regulation S under the Securities Act provides an exemption from registration requirements in the United States for offers and sales of securities that occur outside the United States. Rule 903 of Regulation S provides the conditions to the exemption for a sale by an issuer, a distributor, their respective affiliates or anyone acting on their behalf, while Rule 904 of Regulation S provides the conditions to the exemption for a resale by persons other than those covered by Rule 903. In each case, any sale must be completed in an offshore transaction, as that term is defined in Regulation S, and no directed selling efforts, as that term is defined in Regulation S, may be made in the United States.
We are a foreign issuer as defined in Regulation S. As a foreign issuer, securities that we sell outside the United States pursuant to Regulation S are not considered to be restricted securities under the Securities Act, and, subject to the offering restrictions imposed by Rule 903, are freely tradable without registration or restrictions under the Securities Act, unless the securities are held by our affiliates. Generally, subject to certain limitations, holders of our restricted shares who are not affiliates of our company or who are affiliates of our company by virtue of their status as an officer or director may, under Regulation S, resell their restricted shares in an “offshore transaction” if none of the seller, its affiliate nor any person acting on their behalf engages in directed selling efforts in the United States and, in the case of a sale of our restricted shares by an officer or director who is an affiliate of ours solely by virtue of holding such position, no selling commission, fee or other remuneration is paid in connection with the offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Additional restrictions are applicable to a holder of our restricted shares who will be an affiliate of our company other than by virtue of his or her status as an officer or director of our company.
Rule 701
In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases equity shares from us in connection with a compensatory stock plan or other written agreement that was executed prior to the completion of the Business Combination is eligible to resell those equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires.
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We estimate that our expenses in connection with the offer and sale of our securities by the Selling Securityholders, will be as follows:
Expenses |
|
| Amount |
SEC registration fee |
| $ | 128,642.74** |
FINRA filing fee |
|
| * |
Printing and engraving expenses |
|
| * |
Legal fees and expenses |
|
| * |
Accounting fees and expenses |
|
| * |
Total |
| $ | 128,642.74 |
* These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time.
** Previously paid
Under agreements to which we are party with the Selling Securityholders, we have agreed to bear all expenses relating to the registration of the resale of the securities pursuant to this prospectus.
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ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS
The Company is a company incorporated in the Cayman Islands and therefore, located outside of the United States. Some of our directors, executive officers and persons discharging managerial responsibilities, and certain experts named in this prospectus, reside outside the U.S. A substantial portion of our assets and the assets of those non-resident persons are located outside the U.S. As a result, it may not be possible for investors to effect service of process within the U.S. upon us or those persons or to enforce against us or them, either inside or outside the U.S., judgments obtained in U.S. courts, or to enforce in U.S. courts, judgments obtained against them in courts in jurisdictions outside the U.S., in any action predicated upon civil liability provisions of the federal securities laws of the U.S. Both in original actions and in actions for the enforcement of judgments of U.S. courts, there is doubt as to whether civil liabilities predicated solely upon the U.S. federal securities laws are enforceable in the Cayman Islands.
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EXPERTS
The financial statements of PropertyGuru Group Limited as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
PricewaterhouseCoopers LLP, a Singapore-registered accounting limited liability partnership, is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate and independent legal entity. The registered address of PricewaterhouseCoopers LLP is 7 Straits View #12-00, Singapore 018936.
130
Table of Contents
LEGAL MATTERS
Walkers (Singapore) Limited Liability Partnership has passed upon the validity of the securities offered by this prospectus with respect to the ordinary shares in the Company and matters of Cayman Islands law.
Latham & Watkins LLP, has passed upon the validity of the securities offered by this prospectus with respect to the validity of the warrants under New York law.
131
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the periodic reporting and other information requirements of the Exchange Act as applicable to a “foreign private issuer,” and we will file annual reports and other information from time to time with the SEC in accordance with such requirements. Our SEC filings will be available to the public on the internet at a website maintained by the SEC located at www.sec.gov.
We also maintain an Internet website at www.propertygurugroup.com. Through our website, we will make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 20-F; our reports on Form 6-K; amendments to these documents; and other information as may be required by the SEC. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.
132
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PROPERTYGURU GROUP LIMITED
(Incorporated in Cayman Islands)
AND ITS SUBSIDIARIES
Contents
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of PropertyGuru Group Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PropertyGuru Group Limited and its subsidiaries (the “Group”) as of 31 December 2022 and 2021, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity/(deficiency), and cash flows for each of the three years in the period ended 31 December 2022, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of 31 December 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2022 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Singapore
15 March 2023
We have served as the Group’s auditor since 2013.
F-2
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the financial year ended 31 December 2022
|
| Note |
| 2022 |
|
| 2021 |
|
| 2020 |
|
| |||
|
|
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| |||
Revenue |
| 6 |
|
| 135,925 |
|
|
| 100,711 |
|
|
| 82,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Other income |
| 7 |
|
| 2,787 |
|
|
| 1,723 |
|
|
| 2,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Other gains/(losses) - net |
| 8 |
|
| 21,870 |
|
|
| (124,961 | ) |
|
| 14,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
| |||
- Venue costs |
|
|
|
| (6,864 | ) |
|
| (5,859 | ) |
|
| (3,769 | ) |
|
- Sales and marketing cost |
|
|
|
| (20,955 | ) |
|
| (26,297 | ) |
|
| (17,325 | ) |
|
- Sales commission |
|
|
|
| (11,163 | ) |
|
| (7,880 | ) |
|
| (4,927 | ) |
|
- Impairment loss on financial assets |
|
|
|
| (1,180 | ) |
|
| (2,138 | ) |
|
| (2,271 | ) |
|
- Depreciation and amortisation |
|
|
|
| (21,172 | ) |
|
| (14,032 | ) |
|
| (9,554 | ) |
|
- Impairment of intangible assets |
|
|
|
| — |
|
|
| (8 | ) |
|
| (806 | ) |
|
- IT and internet expenses |
|
|
|
| (11,313 | ) |
|
| (7,882 | ) |
|
| (5,678 | ) |
|
- Legal and professional |
|
|
|
| (7,596 | ) |
|
| (9,807 | ) |
|
| (1,446 | ) |
|
- Legal and professional incurred for IPO |
|
|
|
| (16,570 | ) |
|
| (6,070 | ) |
|
| — |
|
|
- Share listing expense |
| 2 |
|
| (104,950 | ) |
|
| — |
|
|
| — |
|
|
- Employee compensation |
| 9 |
|
| (69,977 | ) |
|
| (65,184 | ) |
|
| (47,115 | ) |
|
- Non-executive directors’ remuneration |
|
|
|
| (2,356 | ) |
|
| (2,503 | ) |
|
| (590 | ) |
|
- Staff cost |
|
|
|
| (2,166 | ) |
|
| (1,290 | ) |
|
| (816 | ) |
|
- Office rental |
|
|
|
| (71 | ) |
|
| (91 | ) |
|
| (74 | ) |
|
- Finance cost |
| 10 |
|
| (2,396 | ) |
|
| (13,909 | ) |
|
| (16,446 | ) |
|
- Other expenses |
|
|
|
| (9,973 | ) |
|
| (2,269 | ) |
|
| (2,608 | ) |
|
Total expenses |
|
|
|
| (288,702 | ) |
|
| (165,219 | ) |
|
| (113,425 | ) |
|
Loss before income tax |
|
|
|
| (128,120 | ) |
|
| (187,746 | ) |
|
| (13,849 | ) |
|
Tax (expense)/credit |
| 11(a) |
|
| (1,100 | ) |
|
| 333 |
|
|
| (559 | ) |
|
Net loss |
|
|
|
| (129,220 | ) |
|
| (187,413 | ) |
|
| (14,408 | ) |
|
|
| Note |
| 2022 |
|
| 2021 |
|
| 2020 |
|
| |||
|
|
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| |||
Other comprehensive (loss)/income: |
|
|
|
|
|
|
|
|
|
|
|
| |||
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
| |||
Currency translation differences arising from consolidation |
|
|
|
| (19,703 | ) |
|
| 5,672 |
|
|
| (711 | ) |
|
Items that will not be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
| |||
Actuarial loss from post-employment benefits obligation |
|
|
|
| (15 | ) |
|
| (36 | ) |
|
| (54 | ) |
|
Other comprehensive (loss)/income, net of tax |
|
|
|
| (19,718 | ) |
|
| 5,636 |
|
|
| (765 | ) |
|
Total comprehensive loss |
|
|
|
| (148,938 | ) |
|
| (181,777 | ) |
|
| (15,173 | ) |
|
The accompanying notes form an integral part of these financial statements.
F-3
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the financial year ended 31 December 2022
|
| Note |
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
(Loss) per share for loss attributable to equity holders of the Group |
|
|
| $ per share |
|
| $ per share |
|
| $ per share |
| |||
Basic loss per share |
| 12(a) |
|
| (0.84 | ) |
|
| (2.03 | ) |
|
| (0.26 | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||
Diluted loss per share |
| 12(b) |
|
| (0.84 | ) |
|
| (2.03 | ) |
|
| (0.37 | ) |
The accompanying notes form an integral part of these financial statements.
F-4
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of 31 December 2022
|
| Note |
| 2022 |
|
| 2021 |
| ||
|
|
|
| $’000 |
|
| $’000 |
| ||
ASSETS |
|
|
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
|
|
| ||
Cash and cash equivalents |
| 13 |
|
| 309,233 |
|
|
| 70,236 |
|
Trade and other receivables |
| 14(a) |
|
| 18,145 |
|
|
| 17,655 |
|
|
|
|
|
| 327,378 |
|
|
| 87,891 |
|
|
|
|
|
|
|
|
|
| ||
Non-current assets |
|
|
|
|
|
|
|
| ||
Trade and other receivables |
| 14(b) |
|
| 4,559 |
|
|
| 1,564 |
|
Intangible assets |
| 15 |
|
| 393,450 |
|
|
| 401,157 |
|
Plant and equipment |
| 16 |
|
| 2,535 |
|
|
| 3,329 |
|
Right-of-use assets |
| 17 |
|
| 11,475 |
|
|
| 15,419 |
|
|
|
|
|
| 412,019 |
|
|
| 421,469 |
|
Total assets |
|
|
|
| 739,397 |
|
|
| 509,360 |
|
|
|
|
|
|
|
|
|
| ||
LIABILITIES |
|
|
|
|
|
|
|
| ||
Current liabilities |
|
|
|
|
|
|
|
| ||
Trade and other payables |
| 18(a) |
|
| 29,737 |
|
|
| 32,921 |
|
Lease liabilities |
| 17 |
|
| 4,104 |
|
|
| 4,439 |
|
Borrowings |
| 20 |
|
| — |
|
|
| 170 |
|
Deferred revenue |
| 6(b) |
|
| 50,753 |
|
|
| 47,318 |
|
Provisions |
| 22 |
|
| 280 |
|
|
| 36 |
|
Current income tax liabilities |
| 11(b) |
|
| 4,302 |
|
|
| 4,554 |
|
|
|
|
|
| 89,176 |
|
|
| 89,438 |
|
|
|
|
|
|
|
|
|
| ||
Non-current liabilities |
|
|
|
|
|
|
|
| ||
Trade and other payables |
| 18(b) |
|
| 296 |
|
|
| 603 |
|
Lease liabilities |
| 17 |
|
| 8,339 |
|
|
| 12,452 |
|
Borrowings |
| 20 |
|
| — |
|
|
| 16,732 |
|
Warrant liabilities |
| 21 |
|
| 4,775 |
|
|
| — |
|
Deferred income tax liabilities |
| 23 |
|
| 1,879 |
|
|
| 2,375 |
|
Provisions |
| 22 |
|
| 672 |
|
|
| 569 |
|
|
|
|
|
| 15,961 |
|
|
| 32,731 |
|
Total liabilities |
|
|
|
| 105,137 |
|
|
| 122,169 |
|
|
|
|
|
|
|
|
|
| ||
NET ASSETS |
|
|
|
| 634,260 |
|
|
| 387,191 |
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
| ||
Capital and reserves attributable to equity holders of the Group |
|
|
|
|
|
|
|
| ||
Share capital |
| 24 |
|
| 1,081,320 |
|
|
| 684,347 |
|
Share reserve |
| 25 |
|
| 17,692 |
|
|
| 18,658 |
|
Capital reserve |
|
|
|
| 785 |
|
|
| 785 |
|
Warrant reserve |
| 26 |
|
| — |
|
|
| 5,742 |
|
Translation reserve |
|
|
|
| (16,961 | ) |
|
| 2,742 |
|
Accumulated losses |
|
|
|
| (448,576 | ) |
|
| (325,083 | ) |
Total shareholders’ equity |
|
|
|
| 634,260 |
|
|
| 387,191 |
|
The accompanying notes form an integral part of these financial statements.
F-5
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY/(DEFICIENCY)
For the financial year ended 31 December 2022
|
| Note |
| Share |
|
| Share |
|
| Capital |
|
| Warrant |
|
| Translation |
|
| Accumulated |
|
| Total |
| |||||||
|
|
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Beginning of financial year |
|
|
|
| 684,347 |
|
|
| 18,658 |
|
|
| 785 |
|
|
| 5,742 |
|
|
| 2,742 |
|
|
| (325,083 | ) |
|
| 387,191 |
|
Loss for the year |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (129,220 | ) |
|
| (129,220 | ) |
Other comprehensive loss for the year |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (19,703 | ) |
|
| (15 | ) |
|
| (19,718 | ) |
Total comprehensive loss |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (19,703 | ) |
|
| (129,235 | ) |
|
| (148,938 | ) |
Employee share grant and option scheme |
| 25 |
|
| — |
|
|
| 3,856 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,856 |
|
Non-executive directors share grant and |
| 25 |
|
| — |
|
|
| 1,848 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,848 |
|
Shares issued to PIPE investors |
| 2 & 24 |
|
| 178,653 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 178,653 |
|
Transaction cost in relation to issuance of |
| 24 |
|
| (7,664 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7,664 | ) |
Reorganisation |
| 24 & 26 |
|
| 217,581 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 217,581 |
|
Issuance of shares |
| 24 |
|
| 8,403 |
|
|
| (6,670 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,733 |
|
Expiration of warrants |
| 26 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (5,742 | ) |
|
| — |
|
|
| 5,742 |
|
|
| — |
|
Total transactions with owners, recognised |
|
|
|
| 396,973 |
|
|
| (966 | ) |
|
| — |
|
|
| (5,742 | ) |
|
| — |
|
|
| 5,742 |
|
|
| 396,007 |
|
End of financial year |
|
|
|
| 1,081,320 |
|
|
| 17,692 |
|
|
| 785 |
|
|
| — |
|
|
| (16,961 | ) |
|
| (448,576 | ) |
|
| 634,260 |
|
The accompanying notes form an integral part of these financial statements.
F-6
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY/(DEFICIENCY)
For the financial year ended 31 December 2022
|
| Note |
| Share |
|
| Preference |
|
| Share |
|
| Capital |
|
| Warrant |
|
| Translation |
|
| Accumulated |
|
| Total |
| ||||||||
|
|
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| ||||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Beginning of financial year |
|
|
|
| 36,553 |
|
|
| 59,339 |
|
|
| 11,630 |
|
|
| 785 |
|
|
| 5,742 |
|
|
| (2,930 | ) |
|
| (137,634 | ) |
|
| (26,515 | ) |
Loss for the year |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (187,413 | ) |
|
| (187,413 | ) |
Other comprehensive income/(loss) for the year |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5,672 |
|
|
| (36 | ) |
|
| 5,636 |
|
Total comprehensive income/(loss) |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5,672 |
|
|
| (187,449 | ) |
|
| (181,777 | ) |
Employee share grant and option scheme |
| 25 |
|
| — |
|
|
| — |
|
|
| 8,542 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8,542 |
|
Non-executive directors share grant and |
| 25 |
|
| — |
|
|
| — |
|
|
| 2,108 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,108 |
|
Conversion of preference shares to |
| 19 & 24 |
|
| 395,456 |
|
|
| (59,339 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 336,117 |
|
Issuance of shares |
| 24 |
|
| 252,338 |
|
|
| — |
|
|
| (3,622 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 248,716 |
|
Total transactions with owners, recognised |
|
|
|
| 647,794 |
|
|
| (59,339 | ) |
|
| 7,028 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 595,483 |
|
End of financial year |
|
|
|
| 684,347 |
|
|
| — |
|
|
| 18,658 |
|
|
| 785 |
|
|
| 5,742 |
|
|
| 2,742 |
|
|
| (325,083 | ) |
|
| 387,191 |
|
The accompanying notes form an integral part of these financial statements.
F-7
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY/(DEFICIENCY)
For the financial year ended 31 December 2022
|
| Note |
| Share |
|
| Treasury |
|
| Preference |
|
| Share |
|
| Capital |
|
| Warrant |
|
| Translation |
|
| Accumulated |
|
| Total |
| |||||||||
|
|
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||||||||
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Beginning of financial year |
|
|
|
| 33,886 |
|
|
| — | * |
|
| 59,339 |
|
|
| 5,898 |
|
|
| 130 |
|
|
| 5,742 |
|
|
| (2,219 | ) |
|
| (123,172 | ) |
|
| (20,396 | ) |
Loss for the year |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (14,408 | ) |
|
| (14,408 | ) |
Other comprehensive loss for the year |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (711 | ) |
|
| (54 | ) |
|
| (765 | ) |
Total comprehensive loss |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (711 | ) |
|
| (14,462 | ) |
|
| (15,173 | ) |
Treasury shares reissued |
|
|
|
| — |
|
|
| (655 | ) |
|
| — |
|
|
| — |
|
|
| 655 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Employee share grant and option scheme |
| 25 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,660 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,660 |
|
Non-executive directors share grant and |
| 25 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 280 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 280 |
|
Issuance of shares |
| 24 |
|
| 2,667 |
|
|
| 655 |
|
|
| — |
|
|
| (1,208 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,114 |
|
Total transactions with owners, recognised |
|
|
|
| 2,667 |
|
|
| — |
|
|
| — |
|
|
| 5,732 |
|
|
| 655 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 9,054 |
|
End of financial year |
|
|
|
| 36,553 |
|
|
| — |
|
|
| 59,339 |
|
|
| 11,630 |
|
|
| 785 |
|
|
| 5,742 |
|
|
| (2,930 | ) |
|
| (137,634 | ) |
|
| (26,515 | ) |
* Less than $1,000
The accompanying notes form an integral part of these financial statements.
F-8
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the financial year ended 31 December 2022
| Note |
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
| |||
Loss for the year |
|
|
| (129,220 | ) |
|
| (187,413 | ) |
|
| (14,408 | ) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
| |||
- Tax expense/(credit) |
|
|
| 1,100 |
|
|
| (333 | ) |
|
| 559 |
|
- Employee share grant and option expense |
|
|
| 3,856 |
|
|
| 8,542 |
|
|
| 6,660 |
|
- Non-executive director share grant and option expense |
|
|
| 1,848 |
|
|
| 2,108 |
|
|
| 280 |
|
- Amortisation and depreciation |
|
|
| 21,172 |
|
|
| 14,032 |
|
|
| 9,554 |
|
- Impairment of intangible assets |
|
|
| — |
|
|
| 8 |
|
|
| 806 |
|
- Loss on disposal of plant and equipment and intangible assets |
|
|
| 101 |
|
|
| 3 |
|
|
| 187 |
|
- Gain on lease modification |
|
|
| (194 | ) |
|
| — |
|
|
| — |
|
- Interest income |
|
|
| (1,716 | ) |
|
| (456 | ) |
|
| (477 | ) |
- Finance cost |
|
|
| 2,396 |
|
|
| 13,909 |
|
|
| 16,446 |
|
- Impairment loss on financial assets |
|
|
| 1,180 |
|
|
| 2,138 |
|
|
| 2,271 |
|
- Unrealised currency translation losses |
|
|
| 2,384 |
|
|
| 245 |
|
|
| 1,000 |
|
- Fair value loss/(gain) of Series B, D1, E and F conversion option |
|
|
| — |
|
|
| 124,146 |
|
|
| (15,051 | ) |
- Fair value gain on warrant liabilities |
|
|
| (23,341 | ) |
|
| — |
|
|
| — |
|
- Fair value loss on contingent consideration |
|
|
| — |
|
|
| — |
|
|
| 174 |
|
- Fair value gain on convertible notes option |
|
|
| — |
|
|
| — |
|
|
| (1,313 | ) |
- Share listing expense |
|
|
| 104,950 |
|
|
| — |
|
|
| — |
|
|
|
|
| (15,484 | ) |
|
| (23,071 | ) |
|
| 6,688 |
|
Change in working capital, net of effects from acquisition and disposal of subsidiaries |
|
|
|
|
|
|
|
|
|
| |||
- Trade and other receivables |
|
|
| (3,239 | ) |
|
| (1,676 | ) |
|
| (3,803 | ) |
- Trade and other payables |
|
|
| (7,415 | ) |
|
| 14,891 |
|
|
| (1,208 | ) |
- Deferred revenue |
|
|
| 3,371 |
|
|
| 9,070 |
|
|
| 2,421 |
|
Cash (used in)/provided by operations |
|
|
| (22,767 | ) |
|
| (786 | ) |
|
| 4,098 |
|
Interest received |
|
|
| 1,704 |
|
|
| 440 |
|
|
| 471 |
|
Income tax paid |
|
|
| (1,586 | ) |
|
| (2,104 | ) |
|
| (1,895 | ) |
Net cash (used in)/provided by operating activities |
|
|
| (22,649 | ) |
|
| (2,450 | ) |
|
| 2,674 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
| |||
Additions to plant and equipment |
|
|
| (1,431 | ) |
|
| (1,673 | ) |
|
| (1,337 | ) |
Additions of intangible assets |
|
|
| (22,179 | ) |
|
| (12,816 | ) |
|
| (6,573 | ) |
Acquisition of subsidiaries, net of cash acquired |
|
|
| (2,234 | ) |
|
| 3,722 |
|
|
| (2,385 | ) |
Payment of contingent consideration from acquisition of subsidiary |
|
|
| — |
|
|
| — |
|
|
| (12,167 | ) |
Proceeds from disposal of plant and equipment |
|
|
| 31 |
|
|
| 13 |
|
|
| 48 |
|
Net cash used in investing activities |
|
|
| (25,813 | ) |
|
| (10,754 | ) |
|
| (22,414 | ) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
| |||
Interest paid |
|
|
| (2,214 | ) |
|
| (1,207 | ) |
|
| (1,259 | ) |
Proceeds from loan advance |
|
|
| — |
|
|
| — |
|
|
| 5,000 |
|
Proceeds from term loan |
|
|
| — |
|
|
| 11,000 |
|
|
| — |
|
Repayment of borrowings |
|
|
| (17,057 | ) |
|
| — |
|
|
| — |
|
Borrowings transaction cost |
|
|
| — |
|
|
| (449 | ) |
|
| — |
|
Principal payment of lease liabilities |
|
|
| (4,324 | ) |
|
| (4,062 | ) |
|
| (3,807 | ) |
Proceeds from Reorganisation |
|
|
| 142,145 |
|
|
| — |
|
|
| — |
|
Proceeds from the shares issued to PIPE investors |
|
|
| 178,653 |
|
|
| — |
|
|
| — |
|
Transaction cost in relation to issuance of PIPE shares |
|
|
| (7,664 | ) |
|
| — |
|
|
| — |
|
Proceeds from issuance of preference shares |
|
|
| — |
|
|
| — |
|
|
| 86,398 |
|
Proceeds from issuance of ordinary shares |
|
|
| 1,733 |
|
|
| 80 |
|
|
| 2,114 |
|
Payment for legal and professional fees incurred for IPO |
|
|
| — |
|
|
| (4,020 | ) |
|
| — |
|
Repayment of convertible notes |
|
|
| — |
|
|
| (11,261 | ) |
|
| — |
|
Net cash provided by/(used in) financing activities |
|
|
| 291,272 |
|
|
| (9,919 | ) |
|
| 88,446 |
|
Net increase/(decrease) in cash and cash equivalents |
|
|
| 242,810 |
|
|
| (23,123 | ) |
|
| 68,706 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
| |||
Beginning of financial year | 13 |
|
| 70,236 |
|
|
| 93,359 |
|
|
| 24,653 |
|
Effects of currency translation on cash and cash equivalents |
|
|
| (3,813 | ) |
|
| — |
|
|
| — |
|
End of financial year | 13 |
|
| 309,233 |
|
|
| 70,236 |
|
|
| 93,359 |
|
The accompanying notes form an integral part of these financial statements.
F-9
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the financial year ended 31 December 2022
Reconciliation of liabilities arising from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
| Non-cash changes |
|
|
|
| |||||||||||||||||||||||||
|
| Note |
| 1 January |
|
| Proceeds, net of transaction cost |
|
| Principal |
|
| Conversion to ordinary |
|
| Interest expense |
|
| Currency translation differences |
|
| Addition during |
|
| Acquisition of subsidiaries |
|
| Reclassify to borrowings |
|
| 31 December |
| ||||||||||
|
|
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| ||||||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Lease liabilities |
| 17 |
|
| 16,891 |
|
|
| — |
|
|
| (4,972 | ) |
|
| — |
|
|
| 648 |
|
|
| (261 | ) |
|
| 137 |
|
|
| — |
|
|
| — |
|
|
| 12,443 |
|
Borrowings |
| 20 |
|
| 16,902 |
|
|
| — |
|
|
| (18,623 | ) |
|
| — |
|
|
| 1,658 |
|
|
| — |
|
|
| — |
|
|
| 63 |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Preference shares |
| 19 |
|
| 199,481 |
|
|
| — |
|
|
| — |
|
|
| (211,030 | ) |
|
| 11,549 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Convertible notes |
|
|
|
| 11,471 |
|
|
| — |
|
|
| (11,525 | ) |
|
| — |
|
|
| 54 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Lease liabilities |
| 17 |
|
| 17,253 |
|
|
| — |
|
|
| (4,805 | ) |
|
| — |
|
|
| 742 |
|
|
| (32 | ) |
|
| 2,683 |
|
|
| 1,050 |
|
|
| — |
|
|
| 16,891 |
|
Loan advance |
|
|
|
| 5,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (5,000 | ) |
|
| — |
|
Borrowings |
| 20 |
|
| — |
|
|
| 10,551 |
|
|
| (161 | ) |
|
| — |
|
|
| 1,512 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5,000 |
|
|
| 16,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Preference shares |
|
|
|
| 98,242 |
|
|
| 86,398 |
|
|
| — |
|
|
| — |
|
|
| 14,841 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 199,481 |
|
Convertible notes |
|
|
|
| 11,129 |
|
|
| — |
|
|
| (438 | ) |
|
| — |
|
|
| 780 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 11,471 |
|
Lease liabilities |
|
|
|
| 19,550 |
|
|
| — |
|
|
| (4,534 | ) |
|
| — |
|
|
| 727 |
|
|
| (68 | ) |
|
| 1,578 |
|
|
| — |
|
|
| — |
|
|
| 17,253 |
|
Loan advance |
|
|
|
| — |
|
|
| 5,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5,000 |
|
The accompanying notes form an integral part of these financial statements.
F-10
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
PropertyGuru Group Limited (the “Company”) and its subsidiaries (the “Group”) is in the business of advertising, real estate marketing, business management and consultancy services. PropertyGuru Pte. Ltd. (“PropertyGuru”) became a wholly-owned subsidiary of PropertyGuru Group Limited as part of the reorganisation (as described in Note 2) on 17 March 2022.
PropertyGuru Group Limited (the “Company”) is incorporated in Cayman Islands. The address of its registered office is 190 Elgin Avenue, George Town, Grand Cayman.
Prior to consummation of the Business Combination on 17 March 2022, the audited consolidated financial statements for the year ended 31 December 2021 were issued for PropertyGuru and its subsidiaries, which is the predecessor to the Company for financial reporting purposes. The Company had no operations prior to the reorganisation. As a result of the Business Combination (as defined below), PropertyGuru became a wholly-owned subsidiary of the Company. The comparable consolidated financial statements as of December 31, 2021 and for the years ended December 31, 2021 and 2020 represent the consolidated financial statements of PropertyGuru and its subsidiaries.
Reorganisation
On 17 March 2022 (“Closing Date”), PropertyGuru Group Limited consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of 23 July 2021 with Bridgetown 2 Holdings Limited (“Bridgetown 2”), B2 PubCo Amalgamation Sub Pte. Ltd. (“Amalgamation Sub”) and PropertyGuru.
In connection with the Business Combination, the ordinary shares, restricted stocks and warrants of the PropertyGuru were converted in accordance with the terms and conditions of the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, the Company and Bridgetown 2 entered into subscription agreements with third party investors. Pursuant to the agreements, the investors subscribed for and purchased from the Company an aggregate of 13,193,068 the Company’s ordinary shares for a purchase price of US$10.00 per share, for aggregate gross proceeds of US$131,930,680, equivalent to approximately $178,653,000 (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the closing of the Business Combination.
F-11
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
On the closing date of the Business Combination, the Company acquired all of the ordinary shares of PropertyGuru, in consideration for the issuance of ordinary shares of the Company, by way of exchanging 128,376,418 ordinary shares of the Company for all of the 3,555,946 ordinary shares of PropertyGuru outstanding as of the closing date. On 18 March 2022, the Company’s ordinary shares commenced trading on the New York Stock Exchange, or “NYSE”, under the symbol “PGRU”.
The Business Combination is accounted for as a capital reorganisation. The Business Combination, which is not within the scope of IFRS 3 Business Combination as Bridgetown 2 does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2 Share-based Payment. As such, the Business Combination is treated as the equivalent of the Company issuing shares at the closing of the Business Combination for the net assets of Bridgetown 2 as of the closing date, accompanied by a recapitalisation. The net assets of Bridgetown 2 are recorded at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of the Company’s shares issued considering a fair value of PropertyGuru's shares of $11.28 per share (market price of PropertyGuru's ordinary shares at the Closing Date) over the fair value of Bridgetown 2’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares.
This amounts to $104,950,000 which is expensed to profit or loss (“share listing expense”). The share listing expense is non-recurring in nature and represents a share-based payment made in exchange for a listing service.
|
|
|
| As of |
| |
|
|
|
| $’000 |
| |
Fair value of equity consideration issued by the Company |
|
|
|
|
| |
Fair value of Bridgetown 2 Class A ordinary shares outstanding |
|
|
|
| 137,233 |
|
Fair value of Bridgetown 2 Class B ordinary shares outstanding |
|
|
|
| 84,318 |
|
|
|
|
|
| 221,551 |
|
Bridgetown 2 net assets acquired |
|
|
|
|
| |
Net cash proceeds from Bridgetown 2 |
|
|
|
| 134,481 |
|
Warrant liabilities (Note 21) |
|
|
|
| (27,746 | ) |
Others |
|
|
|
| 9,866 |
|
|
|
|
|
| 116,601 |
|
Share listing expense |
|
|
|
| 104,950 |
|
F-12
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Acquisition
On 13 October 2022, the Company acquired 100% of the issued and outstanding share capital, preference shares, convertible notes and future rights to equity of Sendtech Pte. Ltd. (“Sendtech”) for a total purchase price of $2,308,000. Sendtech is a home services platform developer that connects consumers to home service providers. The results of operations from Sendtech have been included in our consolidated financial statements since the date of acquisition.
The purchase price allocation as of the date of acquisition was based on a preliminary valuation and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available.
The following table summarizes the acquisition date fair value of the assets/liabilities assumed and related goodwill acquired from Sendtech:
|
|
|
| As of |
| |
|
|
|
| $’000 |
| |
Total assets |
|
|
|
|
| |
Cash and cash equivalents |
|
|
|
| 74 |
|
Internally developed computer software (Note 15(e)) |
|
|
|
| 163 |
|
Trade and other receivables |
|
|
|
| 66 |
|
|
|
|
|
| 303 |
|
Total liabilities |
|
|
|
|
| |
Borrowings |
|
|
|
| (63 | ) |
Trade and other payables |
|
|
|
| (631 | ) |
Deferred revenue |
|
|
|
| (64 | ) |
|
|
|
|
| (758 | ) |
Net identifiable liabilities acquired |
|
|
|
| (455 | ) |
Add: goodwill |
|
|
|
| 2,763 |
|
Total purchase consideration |
|
|
|
| 2,308 |
|
Goodwill, which is non-deductible for tax purposes, represents the excess of the purchase consideration over the fair value of the net tangible and intangible assets acquired and is primarily attributable to the expected synergies at the time of the acquisition.
F-13
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
Interpretations and amendments to published standards effective in 2022
On 1 January 2022, the Group has adopted the new or amended IFRS and interpretations issued by the IFRS Interpretations Committee (IFRS IC) that are mandatory for application for the financial year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and IFRS IC.
The adoption of these new or amended IFRS and IFRS IC did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
The Group generates revenue from Agents, primarily on an individual subscription basis, and from Developers, predominantly from display advertising and content marketing. Other than Vietnam, the Group primarily generates Agent revenue on a subscription basis, whereby Agents typically pay upfront fees for an annual subscription. The agents can select between one of three or four annual subscription packages, with each subscription package providing a different number of concurrent listings and discretionary credits. Higher tier subscription packages offer access to more features including comparable listing insights, monthly advertising and floor plan credits. Agents can use discretionary credits to list properties and can purchase optional premium products and add-ons to increase the prominence of their current listings on the Group’s digital property classifieds marketplaces. Agents can purchase additional discretionary credits to supplement those included in their subscription package, or they can purchase certain features directly on a cash basis. In Vietnam, the Group offers a pay-as-you-go model, whereby Agents pay for each individual property listing and additional features as required. This model is specific to and effective in the Vietnamese market, where there is a large proportion of Agents that are part-time or casual, and therefore their ability to finance and/or desire to lock into annual subscriptions is currently limited.
F-14
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The Group’s main source of revenue from Developers consists of online advertising revenue, with fees based on the duration as well as the prominence of advertising. Developer revenue also includes revenue generated from organising annual property awards ceremonies in various countries as part of the Group’s Awards business and from hosting industry events at which Developers can buy booths to promote their businesses and recent property developments.
The Group also earns revenue from the provision of review and management support services to Developers. Review services include writing of articles and posting of videos to promote Developers’ properties. Management services include sales and marketing, accounting and finance, human resources and technology support to customers.
The Group generates fintech and data revenue from financial institutions, insurance providers and property valuers through services on loan referral, insurance referral and data solutions. The Group provides loan and insurance referral services to property buyers from an array of loan and insurance products from various financial institutions and insurance providers respectively and earns referral fees from these parties. Fintech and data revenue also include revenue generated from collecting, aggregating and analysing property market data and providing technology solution in the property market field.
The Group recognises revenue based on the principles of IFRS 15 Revenue from Contracts with Customers. All performance obligations and its transaction price within the contract can be separately identified. Revenue is recognised when each performance obligation is satisfied. For performance obligations satisfied over time, the Group selects an appropriate measure of progress to determine how much revenue is recognised as the performance obligation is satisfied.
The customers are invoiced at the start of the service period.
F-15
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Revenue from events is recognised on the date that the event takes place. The customers may be invoiced upfront.
The customers are invoiced upon service being rendered.
The financial institutions and insurance providers are invoiced upon loan approval and insurance policy inception.
The customers are invoiced upon service rendered for data solutions.
Developers are invoiced at the start of the service period.
All contract liabilities for consideration received for unsatisfied performance obligations is classified and presented in the consolidated balance sheet as deferred revenue.
F-16
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the assets.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests comprise the portion of a subsidiary’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Group. They are shown separately in the consolidated statements of comprehensive loss, consolidated statements of changes in shareholders’ equity/(deficiency), and consolidated balance sheets. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
F-17
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The acquisition method of accounting is used to account for business combinations entered into by the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair value at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the identifiable net assets acquired is recorded as goodwill. Please refer to Note 3.6(a) for the accounting policy on goodwill.
When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in the consolidated statements of comprehensive loss within “Other comprehensive income/(loss)” in respect of that entity are also reclassified to the consolidated statements of comprehensive loss or transferred directly to retained earnings if required by a specific Standard.
F-18
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in the consolidated statements of comprehensive loss.
Plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.
The cost of an item of plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The initial estimate of the cost of dismantlement, removal or restoration is recognised as part of the cost of plant and equipment if such obligation is incurred as a consequence of acquiring or using the assets.
Depreciation is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:
|
| Useful lives |
| Leasehold improvements | 3 - 10 years |
| Computers | 2 - 3 years |
| Furniture, equipment and motor vehicle | 3 - 5 years |
The residual values, estimated useful lives and depreciation method of plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the consolidated statements of comprehensive loss when the changes arise.
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Subsequent expenditure relating to plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in the consolidated statements of comprehensive loss when incurred.
On disposal of an item of plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in the consolidated statements of comprehensive loss within “Other (losses)/gains - net”.
Goodwill on acquisitions of subsidiaries and businesses represents the excess of (i) the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired. Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost less accumulated impairment losses.
Gains and losses on the disposal of subsidiaries include the carrying amount of goodwill relating to the entity sold.
Brands are the name, term, design, symbol, or any other feature that identifies one seller’s good or service as distinct from those of other sellers. Domain names are a string of letters, numbers, and hyphens that is used to define the location of a website. Trademarks are the legal right to exclusively use a symbol, name, phrase or logo.
F-20
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Trademarks, brands and domain names acquired are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of comprehensive loss using the straight-line method over 3 to 20 years, which is the shorter of their estimated useful lives or periods of contractual rights.
Acquired computer software are initially capitalised at cost which includes the purchase prices (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Direct expenditures including employee costs, which enhance or extend the performance of computer software beyond its specifications and which can be reliably measured, are added to the original cost of the software. Costs associated with maintaining the computer software are expensed off when incurred.
Computer software are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of comprehensive loss using the straight-line method over their estimated useful lives of 3 to 5 years.
Property data consist of purchase of property transaction data and auction data. Property data is initially capitalised at cost and subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of comprehensive loss using the straight-line method over their estimated useful lives of 3 years.
F-21
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Development costs mainly relate to developed computer software programmes. Such computer software programmes that do not form an integral part of other related hardware is treated as an intangible asset. Development costs that are directly associated with development and acquisition of computer software programmes by the Group are capitalised as intangible assets when the following criteria are met:
Direct costs include salaries and benefits for employees on engineering and technical teams who are responsible for building new computer software programmes as well as improving existing computer software programmes.
Expenditure that enhances or extends the performance of computer software programmes beyond their original specifications and which can be reliably measured is added to the original cost of the software. Costs associated with maintaining computer software programmes are recognised as an expense when incurred.
Completed development costs in progress are reclassified to internally developed computer software on completion. These internally developed computer software are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of comprehensive loss using a straight-line method over their estimated useful lives of three years. Development cost in progress is not amortised.
The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in the consolidated statements of comprehensive loss when the changes arise.
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Goodwill recognised separately as an intangible asset is tested for impairment annually or whenever there is indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating-units (“CGU”) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.
Plant and equipment
Right-of-use assets
Intangible assets with finite useful lives, plant and equipment and right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
F-23
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Plant and equipment
Right-of-use assets (continued)
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in the consolidated statements of comprehensive loss, unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease.
For an asset other than goodwill, management assesses at the end of the reporting period whether there is any indication that an impairment recognised in prior periods may no longer exist or may have decreased. If any such indication exists, the recoverable amount of that asset is estimated and may result in a reversal of impairment loss. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in the consolidated statements of comprehensive loss.
The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.
F-24
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
The Group reclassifies debt instruments when and only when its business model for managing those assets changes. Debt instruments mainly comprise of cash and cash equivalents and trade and other receivables.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial assets.
The Group’s debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in the consolidated statements of comprehensive loss when the asset is derecognised or impaired. Interest income from these financial assets is included in interest income using the effective interest method.
The Group assesses on a forward-looking basis the expected credit losses (“ECL”) associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by the IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
F-25
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in the consolidated statements of comprehensive loss. Any amount previously recognised in the consolidated statements of comprehensive loss within “Other comprehensive income/(loss)” relating to that asset is reclassified to “Other (losses)/gains - net” of the consolidated statements of comprehensive loss.
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statements of comprehensive loss over the period of the borrowings using the effective interest method.
Preference shares which are mandatorily redeemable on a specific date are classified as liabilities.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of the borrowings that has been extinguished and the consideration paid, including any noncash assets transferred or liabilities assumed, is recognised in the consolidated statements of comprehensive loss as “Finance cost”.
F-26
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.
When the Group is the lessee:
At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.
F-27
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
When the Group is the lessee: (continued)
The Group recognised a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The initial measurement of lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.
Lease payments include the following:
The Group has elected to not separate lease and non-lease components for its leases and account for these as one single lease component.
The lease liability is measured by increasing the carrying amount that produces a constant periodic rate of interest on the remaining balances with the amount of the lease liabilities and reducing it by lease payments made. Lease liability shall be remeasured when:
F-28
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
When the Group is the lessee: (continued)
Lease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in the consolidated statements of comprehensive loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases. Lease payments relating to these leases are expensed to the consolidated statements of comprehensive loss on a straight-line basis over the lease term.
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.
F-29
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Deferred income tax is measured:
Current and deferred income taxes are recognised as income or expense in the consolidated statements of comprehensive loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
The Group accounts for investment tax credits (for example, productivity and innovative credit) similar to accounting for other tax credits where deferred tax asset is recognised for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilised.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as finance cost.
Changes in the estimated timing or amount of expenditure or discount rate are recognised in the consolidated statements of comprehensive loss when the changes arise.
F-30
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Provision for reinstatement costs relate to the cost of dismantling and removing assets and restoring the premises to its original condition as stipulated in the lease agreements.
The Group recognises the estimated costs of dismantlement, removal or restoration of items of its right-of-use assets arising from the acquisition or use of assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value of money. Changes in the estimated timing or amount of the expenditure or discount rate for asset dismantlement, removal and restoration costs are adjusted against the cost of the related right-of-use asset, unless the decrease in the liability exceeds the carrying amount of the asset or the asset has reached the end of its useful life. In such cases, the excess of the decrease over the carrying amount of the asset or the changes in the liability is recognised in the consolidated statements of comprehensive loss immediately.
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.
The Group operates several equity-settled, share-based compensation plans. The value of the employee services received in exchange for the grant of shares and options is recognised as an expense with a corresponding increase in the share reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the shares and options on the respective grant dates. Non-market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date.
F-31
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
At each balance sheet date, the Group revises its estimates of the number of shares and options that are expected to vest or become exercisable on the vesting date and recognises the impact of the revision of the estimates in the consolidated statements of comprehensive loss, with a corresponding adjustment to the share reserve over the remaining vesting period.
When the options are exercised, the proceeds received (net of transaction costs) and the vested balance previously recognised in the share reserve are credited to share capital account, when new ordinary shares are issued, or to the “treasury shares” account, when treasury shares are re-issued to the employees.
Defined benefit plans are post-employment benefit pension plans other than defined contribution plans. Defined benefit plans typically define the amount of benefit that an employee will receive on or after retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the consolidated balance sheets in respect of a defined benefit pension plan is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and have tenures approximating to that of the related post-employment benefit obligations.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the consolidated statements of comprehensive loss within “Other comprehensive income/(loss)” in the period when they arise. The experience adjustments are not to be reclassified to the consolidated statements of comprehensive loss in a subsequent period.
Past service costs are recognised immediately in the consolidated statements of comprehensive loss.
F-32
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of the parent company within the Group is United States dollars (“US$”). The financial statements are presented in Singapore Dollars (“$”) as the Group’s operations and major transactions are substantially based in Singapore.
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in the consolidated statements of comprehensive loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in the consolidated statements of comprehensive loss within “Other comprehensive income/(loss)” and accumulated in translation reserve.
When a foreign operation is disposed off, a proportionate share of the accumulated currency translation differences is reclassified to the consolidated statements of comprehensive loss, as part of the gain or loss on disposal.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statements of comprehensive loss within “Finance cost”. All other foreign exchange gains and losses impacting the consolidated statements of comprehensive loss are presented within “Other (losses)/gains - net”.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
F-33
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PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.
For the purpose of presentation in the consolidated statements of cash flows, cash is cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
When any entity within the Group purchases the Group’s ordinary shares (“treasury shares”), the carrying amount which includes the consideration paid and any directly attributable transaction cost is presented as a component within equity attributable to the Group’s equity holders, until they are cancelled, sold or reissued.
F-34
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the shares are purchased out of capital of the Group, or against the retained earnings of the Group if the shares are purchased out of earnings of the Group.
When treasury shares are subsequently sold or reissued pursuant to an employee share option scheme, the cost of treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised in capital reserve.
Non-redeemable preference shares are classified as equity.
Bridgetown 2 warrants which were exchanged for warrants of the Company are classified as liabilities. They are initially recognised at its fair value on the date of exchange and is subsequently carried at its fair value. Changes in fair value are recognised in the consolidated statements of comprehensive loss as "Other (losses)/gains – net".
Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.
PropertyGuru warrants which were exchanged for warrants of the Company are classified as equity. Before the Business Combination, warrants were recorded at historical proceeds received as of the date of issuance and were not subsequently remeasured on the date of exchange. Incremental costs directly attributable to the issuance of new warrants are deducted against the warrant reserve account. Expired warrants are reclassified from warrant reserve to accumulated losses under equity.
Basic earnings/(loss) per share is calculated by dividing:
F-35
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share to take into account:
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) whose members are responsible for allocating resources and assessing performance of the operating segments.
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Goodwill is tested for impairment annually.
Goodwill is allocated to the CGUs identified by the Group which comprise of Marketplace country and Data and Software Services (“DSS”).
In 2022, the award business has become an intrinsic part of the local developer product mix and are allocated to Marketplace country CGUs on a revenue share basis.
F-36
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The goodwill of $112,080,000 (2021: $115,817,000) is allocated to the Vietnam marketplace CGU which comprises PropertyGuru Viet Nam Joint Stock Company (formerly known as Dai Viet Technology & Investment JSC), its subsidiary (”PG Vietnam”) and Ensign operations in Vietnam.
The goodwill of $214,614,000 (2021: $225,908,000) is allocated to the Malaysia Marketplace CGU which comprises iProperty.com Malaysia Sdn. Bhd., Brickz Research Sdn. Bhd., and IPGA Management Services Sdn. Bhd. and Ensign operations in Malaysia.
The recoverable amount of goodwill and the associated CGU of PG Vietnam and Malaysia marketplace have been determined based on its value-in-use.
The determination of the fair value of the CGUs requires the use of estimates (Note 15(a)). The results of the impairment review undertaken at 31 December 2022 on the Group’s goodwill indicated that no impairment charge was necessary. Specific estimates and the sensitivity analysis are disclosed in Note 15(a).
The Group’s internally developed computer software and development cost in progress are capitalised based on management judgements relating to whether the criteria in Note 3.6(e) are met. Critical judgement is required in determining whether the expenditure enhances or extends the performance of computer software programmes beyond their original specifications or whether the costs are associated with maintaining computer software programmes. The carrying amounts of internally developed computer software and development cost in progress are disclosed in Note 15(e) and 15(f) respectively.
In 2022, a 1% reduction in total additions to development cost in progress will result in an employee compensation expense of $211,000.
F-37
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The Group’s operating segments are reported in a manner consistent with the internal reporting provided to the CODM, which is the Leadership Team, comprising of the Chief Executive Officer, Chief Financial Officer, Managing Director Marketplaces, Managing Director Fintech / Chief Marketing Officer, Managing Director Data & Software Solutions, Chief Technology Officer and Chief People Officer.
The Group has five reportable segments, namely four Marketplaces and Fintech and Data services. The Marketplaces segments consist of core listing marketplace for agents and developer marketing solutions business in four primary geographic areas, namely Singapore, Vietnam, Malaysia and Other Asia (comprising Thailand and Indonesia). Each of these geographic Marketplaces segments has different political and economic conditions as well as market factors and strategic initiatives which influence performance. Furthermore, each geographic Marketplace segment represents a business in different stages of development (with Singapore being the most mature and Other Asia still considered by management to be a developing market).
The Fintech and Data segment consists of the digital mortgage marketplace business, PropertyGuru Finance, launched in March 2021 where commission is earned from financial institutions on each mortgage brokered and from insurance providers on each insurance policy’s inception, and the data business involving provision of data services to developers, agents, banks and property valuers.
F-38
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The table below shows the segment information provided to the CODM for the reportable segments for the years ended 31 December 2022, 2021, and 2020.
|
| Marketplaces |
|
|
|
|
|
|
| |||||||||||||||
|
| Singapore |
|
| Vietnam |
|
| Malaysia |
|
| Other |
|
| Fintech and |
|
| Total reportable segments |
| ||||||
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| ||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revenue from external customers |
|
| 69,241 |
|
|
| 24,040 |
|
|
| 25,388 |
|
|
| 12,192 |
|
|
| 5,064 |
|
|
| 135,925 |
|
Adjusted EBITDA |
|
| 47,626 |
|
|
| 5,470 |
|
|
| 10,208 |
|
|
| (259 | ) |
|
| (7,385 | ) |
|
| 55,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revenue from external customers |
|
| 55,891 |
|
|
| 18,767 |
|
|
| 14,315 |
|
|
| 8,361 |
|
|
| 3,377 |
|
|
| 100,711 |
|
Adjusted EBITDA |
|
| 33,355 |
|
|
| 2,063 |
|
|
| (10,440 | ) |
|
| (1,232 | ) |
|
| (4,634 | ) |
|
| 19,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revenue from external customers |
|
| 46,470 |
|
|
| 18,241 |
|
|
| 7,501 |
|
|
| 7,863 |
|
|
| 2,020 |
|
|
| 82,095 |
|
Adjusted EBITDA |
|
| 32,554 |
|
|
| 4,213 |
|
|
| (4,573 | ) |
|
| (3,196 | ) |
|
| (1,660 | ) |
|
| 27,338 |
|
F-39
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
A reconciliation of adjusted EBITDA to loss before income tax is provided as follows:
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Adjusted EBITDA of reportable segments |
|
| 55,660 |
|
|
| 19,112 |
|
|
| 27,338 |
|
Headquarters cost |
|
| (41,194 | ) |
|
| (29,484 | ) |
|
| (22,842 | ) |
Adjusted EBITDA of the Group |
|
| 14,466 |
|
|
| (10,372 | ) |
|
| 4,496 |
|
Changes in fair value of warrant liabilities, preferred shares and |
|
| 23,341 |
|
|
| (124,146 | ) |
|
| 16,364 |
|
Finance costs - net |
|
| (680 | ) |
|
| (13,453 | ) |
|
| (15,964 | ) |
Depreciation and amortisation expense |
|
| (21,172 | ) |
|
| (14,032 | ) |
|
| (9,554 | ) |
Impairment |
|
| — |
|
|
| (8 | ) |
|
| (806 | ) |
Share grant and option expenses |
|
| (5,524 | ) |
|
| (10,470 | ) |
|
| (6,660 | ) |
Others losses - net |
|
| (1,471 | ) |
|
| (815 | ) |
|
| (1,684 | ) |
Business acquisition transaction and integration cost |
|
| (4,378 | ) |
|
| (8,380 | ) |
|
| (41 | ) |
Legal and professional expenses incurred for IPO |
|
| (16,570 | ) |
|
| (6,070 | ) |
|
| — |
|
Share listing expense |
|
| (104,950 | ) |
|
| — |
|
|
| — |
|
Ongoing cost of a listed entity |
|
| (11,182 | ) |
|
| — |
|
|
| — |
|
Loss before income tax |
|
| (128,120 | ) |
|
| (187,746 | ) |
|
| (13,849 | ) |
Headquarters costs are costs of personnel that are based predominantly in its Singapore headquarters and certain key personnel in Malaysia and Thailand, and that service the group as a whole, consisting of its executive officers and its group marketing, technology, product, human resources, finance and operations teams, as well as platform IT costs (hosting, licensing, domain fees), workplace facilities costs, corporate public relations retainer costs and professional fees such as audit, legal and consultant fees.
The CODM uses adjusted EBITDA as a measure to assess the performance of the segments. This excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings such as changes in fair value of warrant liabilities, preferred shares and embedded derivatives, finance cost, depreciation and amortisation, income tax expense, impairments when the impairment is the result of an isolated, non–recurring event, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation loss, business acquisition transaction and integration cost, legal and professional expenses incurred for IPO and share listing expense.
On-going costs of a listed entity pertain to additional audit, legal and compliance costs, increased Director and Officer insurance premiums, investor relation costs, NYSE filing fees and other additional costs directly related to being a public listed company.
F-40
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Agent revenue |
|
|
|
|
|
|
|
|
| |||
- Subscription |
|
| 51,905 |
|
|
| 41,773 |
|
|
| 35,752 |
|
- Agent discretionary |
|
| 56,453 |
|
|
| 35,179 |
|
|
| 29,968 |
|
|
|
| 108,358 |
|
|
| 76,952 |
|
|
| 65,720 |
|
Developer revenue |
|
|
|
|
|
|
|
|
| |||
- Advertising activities |
|
| 10,794 |
|
|
| 10,749 |
|
|
| 8,113 |
|
- Events |
|
| 8,817 |
|
|
| 6,328 |
|
|
| 5,785 |
|
- Others |
|
| 2,892 |
|
|
| 3,305 |
|
|
| 457 |
|
|
|
| 22,503 |
|
|
| 20,382 |
|
|
| 14,355 |
|
Fintech and data |
|
| 5,064 |
|
|
| 3,377 |
|
|
| 2,020 |
|
|
|
| 135,925 |
|
|
| 100,711 |
|
|
| 82,095 |
|
Revenue recognised |
|
|
|
|
|
|
|
|
| |||
- At a point in time |
|
| 31,543 |
|
|
| 20,068 |
|
|
| 16,511 |
|
- Over time |
|
| 104,382 |
|
|
| 80,643 |
|
|
| 65,584 |
|
|
|
| 135,925 |
|
|
| 100,711 |
|
|
| 82,095 |
|
Revenue recognition criteria for each of these revenue streams is stated in Note 3.2.
As permitted under IFRS 15, the remaining unsatisfied performance obligations are not disclosed as these performance obligations are part of contracts that have an original expected duration of one year or less. There is no consideration from contracts with customers not included in the transaction price.
|
| 31 December |
|
| 1 January |
| ||||||
|
| 2022 |
|
| 2021 |
|
| 2021 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Deferred revenue |
|
| 50,753 |
|
|
| 47,318 |
|
|
| 34,487 |
|
The change in deferred revenue is mainly due to the increase in unsatisfied performance obligations at the end of the financial year.
F-41
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Revenue recognised in current period that was included in the |
|
| 47,318 |
|
|
| 34,487 |
|
|
| 32,065 |
|
|
| 31 December |
|
| 1 January |
| ||||||
|
| 2022 |
|
| 2021 |
|
| 2021 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Current assets |
|
|
|
|
|
|
|
|
| |||
Trade receivables from contracts with customers (Note 14(a)) |
|
| 16,206 |
|
|
| 15,765 |
|
|
| 15,825 |
|
Loss allowances (Note 14(a)) |
|
| (5,081 | ) |
|
| (4,953 | ) |
|
| (4,823 | ) |
|
|
| 11,125 |
|
|
| 10,812 |
|
|
| 11,002 |
|
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Interest income |
|
| 1,716 |
|
|
| 456 |
|
|
| 477 |
|
Government grants |
|
|
|
|
|
|
|
|
| |||
- Job Support Scheme |
|
| — |
|
|
| 863 |
|
|
| 1,787 |
|
- Job Growth Incentive |
|
| 970 |
|
|
| — |
|
|
| — |
|
- Others |
|
| 68 |
|
|
| 140 |
|
|
| 175 |
|
Rent concession |
|
| 3 |
|
|
| 141 |
|
|
| 71 |
|
Others |
|
| 30 |
|
|
| 123 |
|
|
| 291 |
|
|
|
| 2,787 |
|
|
| 1,723 |
|
|
| 2,801 |
|
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Loss on disposal of plant and equipment and intangible assets |
|
| (101 | ) |
|
| (3 | ) |
|
| (187 | ) |
Currency translation loss |
|
| (1,564 | ) |
|
| (812 | ) |
|
| (1,323 | ) |
Gain on lease modification |
|
| 194 |
|
|
| — |
|
|
| — |
|
Fair value gain on derivative financial liabilities (Note 27(e)) |
|
| — |
|
|
| — |
|
|
| 1,313 |
|
Fair value (loss)/gain on Series B, D1, E, and |
|
| — |
|
|
| (124,146 | ) |
|
| 15,051 |
|
Fair value loss on contingent consideration (Note 27(e)) |
|
| — |
|
|
| — |
|
|
| (174 | ) |
Fair value gain on warrant liabilities |
|
| 23,341 |
|
|
| — |
|
|
| — |
|
|
|
| 21,870 |
|
|
| (124,961 | ) |
|
| 14,680 |
|
F-42
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Wages and salaries |
|
| 57,740 |
|
|
| 49,931 |
|
|
| 36,205 |
|
Employer's contribution to defined contribution plans |
|
| 6,555 |
|
|
| 5,428 |
|
|
| 3,313 |
|
Other employee benefits |
|
| 1,826 |
|
|
| 1,283 |
|
|
| 937 |
|
Share grant and option expenses (Note 25) |
|
| 3,856 |
|
|
| 8,542 |
|
|
| 6,660 |
|
|
|
| 69,977 |
|
|
| 65,184 |
|
|
| 47,115 |
|
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Interest expenses: |
|
|
|
|
|
|
|
|
| |||
- Convertible notes |
|
| — |
|
|
| 54 |
|
|
| 780 |
|
- Leases (Note 17(b)) |
|
| 648 |
|
|
| 742 |
|
|
| 727 |
|
- Borrowings |
|
| 1,658 |
|
|
| 1,512 |
|
|
| — |
|
Accretion expenses arising from redeemable convertible |
|
| — |
|
|
| 11,549 |
|
|
| 14,841 |
|
Others |
|
| 90 |
|
|
| 52 |
|
|
| 98 |
|
|
|
| 2,396 |
|
|
| 13,909 |
|
|
| 16,446 |
|
F-43
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Tax expense attributable to profit is made up of: |
|
|
|
|
|
|
|
|
| |||
- Current income tax |
|
| 1,204 |
|
|
| 291 |
|
|
| 1,417 |
|
- Under/(Over) provision of income tax in prior financial year |
|
| 63 |
|
|
| (25 | ) |
|
| (743 | ) |
- Deferred income tax (Note 23) |
|
| (395 | ) |
|
| (669 | ) |
|
| (140 | ) |
- Withholding tax |
|
| 228 |
|
|
| 70 |
|
|
| 25 |
|
|
|
| 1,100 |
|
|
| (333 | ) |
|
| 559 |
|
The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the Singapore standard rate of income tax as follows:
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Loss before tax |
|
| (128,120 | ) |
|
| (187,746 | ) |
|
| (13,849 | ) |
Tax calculated at tax rate of 17% (2021 and 2020: 17%) |
|
| (21,780 | ) |
|
| (31,917 | ) |
|
| (2,354 | ) |
Effects of: |
|
|
|
|
|
|
|
|
| |||
- Different tax rates in other countries |
|
| (4,275 | ) |
|
| (1,744 | ) |
|
| (1,033 | ) |
- Expenses not deductible for tax purposes |
|
| 24,689 |
|
|
| 8,370 |
|
|
| 5,021 |
|
- Income not subject to tax |
|
| (880 | ) |
|
| (539 | ) |
|
| (699 | ) |
- Fair value losses/(gains) on financial instruments |
|
| — |
|
|
| 21,105 |
|
|
| (2,782 | ) |
- Tax incentives |
|
| — |
|
|
| — |
|
|
| (510 | ) |
- Utilisation of previously unrecognised capital allowances |
|
| — |
|
|
| (1,740 | ) |
|
| — |
|
- Utilisation of previously unrecognised merger and |
|
| (1,743 | ) |
|
| — |
|
|
| — |
|
- Deferred tax assets not recognised |
|
| 4,805 |
|
|
| 6,087 |
|
|
| 3,634 |
|
- Withholding tax |
|
| 228 |
|
|
| 70 |
|
|
| 25 |
|
- Under/(Over) provision of tax in prior financial year |
|
| 63 |
|
|
| (25 | ) |
|
| (743 | ) |
- Overprovision of deferred income tax in prior financial year |
|
| (7 | ) |
|
| — |
|
|
| — |
|
Tax expense/(credit) |
|
| 1,100 |
|
|
| (333 | ) |
|
| 559 |
|
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Beginning of financial year |
|
| 4,554 |
|
|
| 5,492 |
|
Income tax paid |
|
| (1,586 | ) |
|
| (2,104 | ) |
Tax expense |
|
| 1,432 |
|
|
| 361 |
|
Under/(Over) provision in prior financial year |
|
| 63 |
|
|
| (25 | ) |
Acquisition of subsidiaries |
|
| — |
|
|
| 706 |
|
Currency translation adjustments |
|
| (161 | ) |
|
| 124 |
|
End of financial year |
|
| 4,302 |
|
|
| 4,554 |
|
F-44
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The Group calculates loss per share by dividing loss for the period attributable to the shareholders of the parent by the weighted average number of shares outstanding during the period.
Comparative loss per share (basic and diluted) were restated to give effect to the share exchange for comparability purposes (see Note 2).
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $ per share |
|
| $ per share |
|
| $ per share |
| |||
Total basic loss per share attributable to the ordinary equity |
|
| (0.84 | ) |
|
| (2.03 | ) |
|
| (0.26 | ) |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $ per share |
|
| $ per share |
|
| $ per share |
| |||
Total diluted loss per share attributable to the ordinary equity |
|
| (0.84 | ) |
|
| (2.03 | ) |
|
| (0.37 | ) |
F-45
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Basic loss per share |
|
|
|
|
|
|
|
|
| |||
Loss attributable to the ordinary equity holders of the Group |
|
| (129,220 | ) |
|
| (187,413 | ) |
|
| (14,408 | ) |
Diluted loss per share |
|
|
|
|
|
|
|
|
| |||
Loss attributable to the ordinary equity holders of the Group |
|
| (129,220 | ) |
|
| (187,413 | ) |
|
| (14,408 | ) |
Add: savings from accretion cost on Series B preference shares |
|
| — |
|
|
| — | * |
|
| 5,431 |
|
Less: fair value gain on Series B conversion option |
|
| — |
|
|
| — |
|
|
| (15,051 | ) |
Loss attributable to the ordinary equity holders ofthe Group |
|
| (129,220 | ) |
|
| (187,413 | ) |
|
| (24,028 | ) |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
Weighted average number of ordinary shares used as the |
|
| 154,563,175 |
|
|
| 92,275,632 |
|
|
| 55,953,630 |
|
Adjustments for calculation of diluted loss per |
|
|
|
| . |
|
|
|
| |||
Number of Series B preference shares |
|
| — |
|
|
| — | * |
|
| 9,327,392 |
|
Weighted average number of ordinary shares and |
|
| 154,563,175 |
|
|
| 92,275,632 |
|
|
| 65,281,022 |
|
* Preference shares were converted on 3 August 2021 and the effect of conversion was excluded as it was anti-dilutive.
F-46
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Cash on hand |
|
| 42 |
|
|
| 13 |
|
Cash at bank |
|
| 168,325 |
|
|
| 39,814 |
|
Short-term bank deposits |
|
| 140,866 |
|
|
| 30,409 |
|
|
|
| 309,233 |
|
|
| 70,236 |
|
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Trade receivables - Non-related parties |
|
| 16,197 |
|
|
| 15,765 |
|
Trade receivables - Related parties |
|
| 9 |
|
|
| — |
|
Less: Allowance for impairment of receivables - non-related parties (Note 27(b)) |
|
| (5,081 | ) |
|
| (4,953 | ) |
Trade receivables - net |
|
| 11,125 |
|
|
| 10,812 |
|
Deposits |
|
| 902 |
|
|
| 656 |
|
Prepayments |
|
| 5,083 |
|
|
| 4,074 |
|
Other receivables |
|
| 1,035 |
|
|
| 2,113 |
|
|
|
| 18,145 |
|
|
| 17,655 |
|
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Deposits |
|
| 2,562 |
|
|
| 1,373 |
|
Prepayments |
|
| 1,997 |
|
|
| 191 |
|
|
|
| 4,559 |
|
|
| 1,564 |
|
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Composition: |
|
|
|
|
|
| ||
Goodwill (Note 15(a)) |
|
| 347,831 |
|
|
| 362,448 |
|
Trademarks, brand and domain names (Note 15(b)) |
|
| 7,865 |
|
|
| 9,500 |
|
Acquired computer software (Note 15(c)) |
|
| 1,190 |
|
|
| 946 |
|
Property data (Note 15(d)) |
|
| 431 |
|
|
| 233 |
|
Internally developed computer software (Note 15(e)) |
|
| 30,205 |
|
|
| 15,009 |
|
Development cost in progress (Note 15(f)) |
|
| 5,928 |
|
|
| 13,021 |
|
|
|
| 393,450 |
|
|
| 401,157 |
|
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Cost |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 362,448 |
|
|
| 123,277 |
|
Currency revaluation adjustments |
|
| (17,380 | ) |
|
| 5,321 |
|
Acquisition of subsidiaries |
|
| 2,763 |
|
|
| 233,850 |
|
End of financial year |
|
| 347,831 |
|
|
| 362,448 |
|
F-47
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Impairment tests for goodwill
Goodwill is allocated to the Group’s CGUs identified as follows:
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
ePropertyTrack ("Fastkey") |
|
| 3,586 |
|
|
| 3,586 |
|
MyProperty Data Sdn Bhd ("Data") |
|
| 2,032 |
|
|
| 2,149 |
|
Ensign1 |
|
| — |
|
|
| 5,099 |
|
Singapore marketplace |
|
| 486 |
|
|
| — |
|
Vietnam marketplace |
|
| 112,080 |
|
|
| 115,817 |
|
Malaysia marketplace2 |
|
| 214,614 |
|
|
| 225,908 |
|
Thailand marketplace3 |
|
| 11,671 |
|
|
| 9,889 |
|
Indonesia marketplace |
|
| 599 |
|
|
| — |
|
SendTech Pte. Ltd. ("Sendhelper") |
|
| 2,763 |
|
|
| — |
|
|
|
| 347,831 |
|
|
| 362,448 |
|
The recoverable amounts of all CGUs were determined based on value-in-use (“VIU”). Assumptions used in the VIU calculations include year-on-year revenue growth rate, EBIT margin, discount rate and terminal growth rate.
Management determined budgeted revenue growth rates and EBIT margin based on past performance and its expectations of market developments. The discount rates used were pre-tax and reflected specific risks relating to the relevant segments. Terminal value was determined based on cashflows at the point the CGU has reached a steady state of growth. Terminal growth rates used were consistent with long term forecasts included in industry reports.
Cash flow projections used in the VIU calculations were based on financial budgets approved by management covering a five-year period.
F-48
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Impairment tests for goodwill (continued)
Key assumptions used for value-in-use calculations:
|
| 2022 | ||||
|
| Revenue growth |
| Terminal growth |
| Discount |
Fastkey |
| 4-81% |
| 5.5% |
| 16.1% |
Data |
| 45-234% |
| 5.5% |
| 23.1% |
Singapore marketplace |
| 10-19% |
| 5.5% |
| 16.1% |
Vietnam marketplace |
| 18-38% |
| 6.0% |
| 23.0% |
Malaysia marketplace |
| 20-36% |
| 4.0% |
| 16.2% |
Thailand marketplace |
| 14-29% |
| 3.0% |
| 15.6% |
Indonesia marketplace |
| 11-27% |
| 4.6% |
| 14.5% |
Sendhelper |
| 25-160% |
| 5.5% |
| 18.3% |
|
|
|
|
|
|
|
|
| 2021 | ||||
|
| Revenue growth |
| Terminal growth |
| Discount |
Fastkey |
| 16-21% |
| 1.7% |
| 12.8% |
Data |
| 27-426% |
| 3.4% |
| 21.9% |
Ensign |
| 12-52% |
| 1.7% |
| 12.8% |
Vietnam marketplace |
| 15-53% |
| 3.0% |
| 17.5% |
|
| 2021 |
|
| Enterprise Value / Sales Mutiple |
Malaysia marketplace |
| 16.6x |
Thailand marketplace |
| 16.6x |
Based on a sensitivity analysis performed, management found recoverable amounts to be most sensitive to changes in revenue growth rates. A decrease in revenue growth rates by 5.1 and 5.7 percentage points every year in Vietnam and Malaysia marketplace CGUs respectively, would result in the recoverable amounts of these CGUs to be equal to their carrying amounts.
Any reasonably possible change in the assumptions used in the value-in-use calculations of all CGUs will not cause their carrying amounts to exceed their recoverable amounts.
In 2021, an annual decrease in revenue growth rate by 4.1 percentage points would result in the recoverable amount of the Vietnam marketplace CGU to be equal to its carrying amount.
Any reasonably possible change in the assumptions used in the value-in-use calculations of FastKey, Data and the fair value less cost to sell of the Malaysia and Thailand marketplace CGUs would not cause their carrying amounts to exceed their recoverable amounts.
The results of the impairment review undertaken at 31 December 2022 and 2021 by management on the Group’s goodwill indicated that no impairment charge was necessary.
F-49
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Cost |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 20,738 |
|
|
| 15,667 |
|
Additions |
|
| 15 |
|
|
| — |
|
Acquisition of subsidiaries |
|
| — |
|
|
| 4,859 |
|
Disposals during the year |
|
| (8 | ) |
|
| — |
|
Currency revaluation adjustments |
|
| (830 | ) |
|
| 212 |
|
End of financial year |
|
| 19,915 |
|
|
| 20,738 |
|
Accumulated amortisation and impairment |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 11,238 |
|
|
| 10,089 |
|
Amortisation charge |
|
| 1,264 |
|
|
| 1,105 |
|
Disposals during the year |
|
| (1 | ) |
|
| — |
|
Currency revaluation adjustments |
|
| (451 | ) |
|
| 44 |
|
End of financial year |
|
| 12,050 |
|
|
| 11,238 |
|
Net book value |
|
| 7,865 |
|
|
| 9,500 |
|
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Cost |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 2,855 |
|
|
| 2,182 |
|
Additions |
|
| 689 |
|
|
| 654 |
|
Acquisition of subsidiaries |
|
| — |
|
|
| 23 |
|
Reclassification from internally developed computer software |
|
| 426 |
|
|
| — |
|
Disposals during the year |
|
| (40 | ) |
|
| — |
|
Currency revaluation adjustments |
|
| (35 | ) |
|
| (4 | ) |
End of financial year |
|
| 3,895 |
|
|
| 2,855 |
|
Accumulated amortisation |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 1,909 |
|
|
| 1,566 |
|
Amortisation charge |
|
| 727 |
|
|
| 344 |
|
Reclassification from internally developed computer software |
|
| 100 |
|
|
| — |
|
Disposals during the year |
|
| (17 | ) |
|
| — |
|
Currency revaluation adjustments |
|
| (14 | ) |
|
| (1 | ) |
End of financial year |
|
| 2,705 |
|
|
| 1,909 |
|
Net book value |
|
| 1,190 |
|
|
| 946 |
|
F-50
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Cost |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 355 |
|
|
| 191 |
|
Acquisition of subsidiaries |
|
| — |
|
|
| 73 |
|
Additions |
| 368 |
|
|
| 93 |
| |
Currency revaluation adjustments |
|
| (19 | ) |
|
| (2 | ) |
End of financial year |
|
| 704 |
|
|
| 355 |
|
Accumulated amortisation |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 122 |
|
|
| 5 |
|
Amortisation charge |
| 160 |
|
|
| 117 |
| |
Currency revaluation adjustments |
|
| (9 | ) |
|
| — | * |
End of financial year |
|
| 273 |
|
|
| 122 |
|
Net book value |
|
| 431 |
|
|
| 233 |
|
* Less than $1,000
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Cost |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 27,644 |
|
|
| 11,133 |
|
Acquisition of subsidiaries |
|
| 163 |
|
|
| 9,832 |
|
Transfers from development cost in progress |
|
| 28,103 |
|
|
| 6,605 |
|
Reclassification to acquired computer software |
|
| (426 | ) |
|
| — |
|
Currency revaluation adjustments |
|
| (686 | ) |
|
| 74 |
|
End of financial year |
|
| 54,798 |
|
|
| 27,644 |
|
Accumulated amortisation and impairment |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 12,635 |
|
|
| 6,483 |
|
Amortisation charge |
|
| 12,346 |
|
|
| 6,177 |
|
Reclassification to acquired computer software |
|
| (100 | ) |
|
| — |
|
Transfer from development cost in progress |
|
| 80 |
|
|
| — |
|
Currency revaluation adjustments |
|
| (368 | ) |
|
| (25 | ) |
End of financial year |
|
| 24,593 |
|
|
| 12,635 |
|
Net book value |
|
| 30,205 |
|
|
| 15,009 |
|
F-51
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Cost |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 13,105 |
|
|
| 6,493 |
|
Acquisition of subsidiaries |
|
| — |
|
|
| 1,136 |
|
Additions |
|
| 21,107 |
|
|
| 12,067 |
|
Transfers to internally developed computer software |
|
| (28,103 | ) |
|
| (6,605 | ) |
Disposals during the year |
|
| (84 | ) |
|
| — |
|
Currency revaluation adjustments |
|
| (97 | ) |
|
| 14 |
|
End of financial year |
|
| 5,928 |
|
|
| 13,105 |
|
Accumulated impairment |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 84 |
|
|
| 85 |
|
Transfers to internally developed computer software |
|
| (80 | ) |
|
| — |
|
Currency revaluation adjustments |
|
| (4 | ) |
|
| (1 | ) |
End of financial year |
|
| — |
|
|
| 84 |
|
Net book value |
|
| 5,928 |
|
|
| 13,021 |
|
|
| Leasehold |
|
| Computers |
|
| Furniture, |
|
| Total |
| ||||
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| ||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Beginning of financial year |
|
| 4,395 |
|
|
| 4,589 |
|
|
| 842 |
|
|
| 9,826 |
|
Additions |
|
| 221 |
|
|
| 1,131 |
|
|
| 79 |
|
|
| 1,431 |
|
Reclassification |
|
| (82 | ) |
|
| — |
|
|
| 82 |
|
|
| — |
|
Disposals during the year |
|
| (437 | ) |
|
| (433 | ) |
|
| (90 | ) |
|
| (960 | ) |
Currency revaluation adjustments |
|
| (125 | ) |
|
| (163 | ) |
|
| (30 | ) |
|
| (318 | ) |
End of financial year |
|
| 3,972 |
|
|
| 5,124 |
|
|
| 883 |
|
|
| 9,979 |
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Beginning of financial year |
|
| 2,866 |
|
|
| 3,050 |
|
|
| 581 |
|
|
| 6,497 |
|
Depreciation charge |
|
| 964 |
|
|
| 984 |
|
|
| 171 |
|
|
| 2,119 |
|
Disposals during the year |
|
| (437 | ) |
|
| (429 | ) |
|
| (76 | ) |
|
| (942 | ) |
Currency revaluation adjustments |
|
| (84 | ) |
|
| (121 | ) |
|
| (25 | ) |
|
| (230 | ) |
End of financial year |
|
| 3,309 |
|
|
| 3,484 |
|
|
| 651 |
|
|
| 7,444 |
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
| ||||
End of financial year |
|
| 663 |
|
|
| 1,640 |
|
|
| 232 |
|
|
| 2,535 |
|
F-52
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| Leasehold |
|
| Computers |
|
| Furniture, |
|
| Total |
| ||||
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| ||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Beginning of financial year |
|
| 3,532 |
|
|
| 3,225 |
|
|
| 614 |
|
|
| 7,371 |
|
Additions |
|
| 408 |
|
|
| 1,180 |
|
|
| 85 |
|
|
| 1,673 |
|
Acquisition of subsidiaries |
|
| 595 |
|
|
| 269 |
|
|
| 159 |
|
|
| 1,023 |
|
Disposals during the year |
|
| (111 | ) |
|
| (70 | ) |
|
| (7 | ) |
|
| (188 | ) |
Currency revaluation adjustments |
|
| (29 | ) |
|
| (15 | ) |
|
| (9 | ) |
|
| (53 | ) |
End of financial year |
|
| 4,395 |
|
|
| 4,589 |
|
|
| 842 |
|
|
| 9,826 |
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Beginning of financial year |
|
| 1,872 |
|
|
| 2,401 |
|
|
| 479 |
|
|
| 4,752 |
|
Depreciation charge |
|
| 1,118 |
|
|
| 727 |
|
|
| 114 |
|
|
| 1,959 |
|
Disposals during the year |
|
| (111 | ) |
|
| (54 | ) |
|
| (7 | ) |
|
| (172 | ) |
Currency revaluation adjustments |
|
| (13 | ) |
|
| (24 | ) |
|
| (5 | ) |
|
| (42 | ) |
End of financial year |
|
| 2,866 |
|
|
| 3,050 |
|
|
| 581 |
|
|
| 6,497 |
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
| ||||
End of financial year |
|
| 1,529 |
|
|
| 1,539 |
|
|
| 261 |
|
|
| 3,329 |
|
F-53
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Nature of the Group’s leasing activities
Property and office equipment
The Group leases office space and office equipment for the purpose of back office operations.
Right-of-use (“ROU”) assets:
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Cost |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 24,858 |
|
|
| 22,832 |
|
Additions |
|
| 813 |
|
|
| 2,754 |
|
Expiration of leases |
|
| (702 | ) |
|
| (1,696 | ) |
Shorten of leases |
|
| (198 | ) |
|
| — |
|
Acquisition of subsidiaries |
|
| — |
|
|
| 1,003 |
|
Currency revaluation adjustments |
|
| (381 | ) |
|
| (35 | ) |
End of financial year |
|
| 24,390 |
|
|
| 24,858 |
|
Accumulated depreciation |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 9,439 |
|
|
| 6,797 |
|
Depreciation charge |
|
| 4,556 |
|
|
| 4,330 |
|
Impairment |
|
| — |
|
|
| 8 |
|
Expiration of leases |
|
| (702 | ) |
|
| (1,696 | ) |
Shorten of leases |
|
| (153 | ) |
|
| — |
|
Currency revaluation adjustments |
|
| (225 | ) |
|
| — | * |
End of financial year |
|
| 12,915 |
|
|
| 9,439 |
|
Net book value |
|
| 11,475 |
|
|
| 15,419 |
|
* Less than $1,000
Lease liabilities:
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Current |
|
| 4,104 |
|
|
| 4,439 |
|
Non-current |
|
| 8,339 |
|
|
| 12,452 |
|
|
|
| 12,443 |
|
|
| 16,891 |
|
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Interest expense on lease liabilities |
|
| 648 |
|
|
| 742 |
|
|
| 727 |
|
F-54
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Short-term lease expense |
|
| 112 |
|
|
| 94 |
|
|
| 68 |
|
Low-value lease expense |
|
| 52 |
|
|
| 61 |
|
|
| 28 |
|
Total |
|
| 164 |
|
|
| 155 |
|
|
| 96 |
|
Extension option
The leases for certain office space contain extension periods, for which the related lease payment had not been included in lease liabilities as the Group is not reasonably certain to exercise these extension options. The Group negotiates extension options to maximise operational flexibility in terms of managing the assets used in the Group’s operations. Extension options are exercisable by the Group and not by the lessor.
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Trade payables - non-related parties |
|
| 5,070 |
|
|
| 4,469 |
|
Accrued operating expenses |
|
| 7,399 |
|
|
| 9,901 |
|
Accrued employee expenses |
|
| 14,395 |
|
|
| 14,677 |
|
Other payables |
|
| 2,873 |
|
|
| 3,874 |
|
|
|
| 29,737 |
|
|
| 32,921 |
|
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Trade payables - non-related parties |
|
| 3 |
|
|
| 1 |
|
Accrued employee expenses |
|
| 293 |
|
|
| 602 |
|
|
|
| 296 |
|
|
| 603 |
|
F-55
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| Series B |
|
| Series D1 |
|
| Series E |
|
| Series F |
|
| Total |
| |||||||||||||||||||||
|
| Number of |
|
| Amount |
|
| Number of |
|
| Amount |
|
| Number of |
|
| Amount |
|
| Number of |
|
| Amount |
|
| Amount |
| |||||||||
|
|
|
|
| $’000 |
|
|
|
|
| $’000 |
|
|
|
|
| $’000 |
|
|
|
|
| $’000 |
|
| $’000 |
| |||||||||
Financial liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Beginning of financial year |
|
| 258,363 |
|
|
| 59,412 |
|
|
| 152,224 |
|
|
| 48,965 |
|
|
| 84,705 |
|
|
| 29,303 |
|
|
| 210,526 |
|
|
| 61,801 |
|
|
| 199,481 |
|
Accretion cost on Series B, |
|
| — |
|
|
| 3,375 |
|
|
| — |
|
|
| 2,759 |
|
|
| — |
|
|
| 1,800 |
|
|
| — |
|
|
| 3,615 |
|
|
| 11,549 |
|
Conversion of redeemable |
|
| (258,363 | ) |
|
| (62,787 | ) |
|
| (152,224 | ) |
|
| (51,724 | ) |
|
| (84,705 | ) |
|
| (31,103 | ) |
|
| (210,526 | ) |
|
| (65,416 | ) |
|
| (211,030 | ) |
End of financial year |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
F-56
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| Series C |
|
| Series D2 |
|
| Total |
| |||||||||||
|
| Number |
|
| Amount |
|
| Number of |
|
| Amount |
|
| Amount |
| |||||
|
|
|
|
| $’000 |
|
|
|
|
| $’000 |
|
| $’000 |
| |||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of financial year |
|
| 70,303 |
|
|
| 10,000 |
|
|
| 564,126 |
|
|
| 49,339 |
|
|
| 59,339 |
|
Conversion of non-redeemable convertible |
|
| (70,303 | ) |
|
| (10,000 | ) |
|
| (564,126 | ) |
|
| (49,339 | ) |
|
| (59,339 | ) |
End of financial year |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning and end of financial year |
|
| 70,303 |
|
|
| 10,000 |
|
|
| 564,126 |
|
|
| 49,339 |
|
|
| 59,339 |
|
On 3 August 2021, upon the completion of the acquisition of 100% equity interest in iProperty.com Malaysia Sdn. Bhd., Kid Ruang Yu Co., Ltd., Prakard IPP Co, Ltd. and iProperty (Thailand) Co., Ltd., collectively known as “Panama”, all Series B, C, D1, D2, E and F preference shares were fully converted into ordinary shares pursuant to the terms of the share purchase agreement
F-57
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Current |
|
|
|
|
|
| ||
Borrowings |
|
| — |
|
|
| 170 |
|
Non-current |
|
|
|
|
|
| ||
Borrowings |
|
| — |
|
|
| 16,732 |
|
Total |
|
| — |
|
|
| 16,902 |
|
On 23 December 2020, the Group entered into a $16,000,000 2-year loan facility agreement with several lenders. $600,000 of the loan facility was with lenders who are key management personnel of the Company, at equivalent terms to those of third-party lenders. The Company had utilised the facility on 8 January 2021. The Company received $5,000,000 as advances for the loan facility during the financial year ended 31 December 2020 and the remaining $11,000,000 in January 2021.
The term loan facility matures in January 2023 and bears interest at 2% per annum payable at the last day of each interest period of six months and 6% per annum payable at the termination date which is 24 months from the date the loan was drawn down. Effective interest rate for this loan facility is at 8.16%. Under the terms of the term loan facility, the Group is required to comply with the following financial covenants which are tested on an annual basis:
On 7 July 2022, the Group repaid all outstanding loans of the facility.
F-58
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
In connection with the Business Combination, Bridgetown 2’s 12,960,000 private placement warrants were exchanged for 12,960,000 warrants of the Company, the exercise of which will result in the issuance of 12,960,000 ordinary shares should the market price exceeds a price of US$11.50 per ordinary share. The terms of the warrants remain unchanged following the assignment. As of December 31, 2022, all warrants were outstanding.
The private placement warrants that were exchanged for warrants of the Company were considered to be part of the net assets acquired and therefore, management applied the provisions of debt and equity classification under IAS 32 Financial Instruments: Presentation (“IAS 32”). In accordance with IAS 32, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss at each reporting date. As these warrants include contingent settlement provisions that introduce potential variability to the settlement amounts of the warrants, dependent on the occurrence of some uncertain future events, the warrants are accounted for as derivative financial liabilities at fair value, with changes in fair value recognised within “Other (losses)/gains – net” within the consolidated statements of comprehensive loss.
The Group applied a Black Scholes pricing model to estimate the fair value of the warrant liabilities. The significant inputs into the model are shown below.
|
| 17 March 2022 |
|
| 31 December 2022 |
| ||
Share price at grant date |
| US$8.33 |
|
| US$4.31 |
| ||
Exercise price/warrant |
| US$11.50 |
|
| US$11.50 |
| ||
Expected volatility |
|
| 41.36 | % |
|
| 34.40 | % |
Dividend yield |
| Nil |
|
| Nil |
| ||
Option life (years) |
|
| 5.00 |
|
| 4.21 |
| |
Annual risk-free interest rate |
|
| 2.23 | % |
|
| 4.11 | % |
Expected volatility was determined based on the historical volatility of comparable public-listed companies. The fair value of warrants decreased from US$20,490,000 ($28,116,000) as at 17 March 2022 to US$3,562,000 ($4,775,000) as at 31 December 2022, resulting in a change in fair value of warrant liabilities of US$16,928,000 ($23,341,000) for the year ended 31 December 2022 (Note 8).
F-59
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Reinstatement costs
Provision for reinstatement costs relate to the cost of dismantling and removing assets and restoring the premises to its original condition as stipulated in the lease agreements. The Group expects to incur the liability upon termination of the leases between November 2023 to August 2026.
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Beginning of financial year |
|
| 605 |
|
|
| 377 |
|
Currency revaluation adjustments |
|
| (20 | ) |
|
| (5 | ) |
Additions from new leases during the year |
|
| 438 |
|
|
| 71 |
|
Accretion cost |
|
| 20 |
|
|
| 11 |
|
Acquisition of subsidiaries |
|
| — |
|
|
| 151 |
|
Reversal during the year |
|
| (14 | ) |
|
| — |
|
Provision utilised during the year |
|
| (77 | ) |
|
| — | * |
End of financial year |
|
| 952 |
|
|
| 605 |
|
Current |
|
| 280 |
|
|
| 36 |
|
Non-current |
|
| 672 |
|
|
| 569 |
|
End of financial year |
|
| 952 |
|
|
| 605 |
|
* Less than $1,000
F-60
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same taxation authority. The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows:-
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Deferred tax assets |
|
| (7,034 | ) |
|
| (4,573 | ) |
Deferred tax liabilities |
|
| 8,913 |
|
|
| 6,948 |
|
Net deferred tax liabilities |
|
| 1,879 |
|
|
| 2,375 |
|
Movement in deferred income tax liabilities is as follows:
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Beginning of financial year |
|
| 2,375 |
|
|
| 1,615 |
|
Currency revaluation adjustments |
|
| (101 | ) |
|
| 36 |
|
Acquisition of subsidiaries |
|
| — |
|
|
| 1,393 |
|
Tax charge (Note 11) |
|
| (395 | ) |
|
| (669 | ) |
End of financial year |
|
| 1,879 |
|
|
| 2,375 |
|
Deferred income tax assets are recognised for tax losses, capital allowances and merger and acquisition (“M&A”) allowances carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group has unrecognised tax losses of $86,918,000 (2021: $79,657,000), capital allowance of $3,490,000 (2021: $3,948,000) and M&A allowance of $6,282,000 (2021: $10,424,000) at the balance sheet date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised tax losses, capital allowances and M&A allowances in their respective countries of incorporation. The capital allowances and M&A allowances have no expiry date. The tax losses have expiry dates as follows:
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Expiring in one year |
|
| 5,365 |
|
|
| 5,617 |
|
Expiring in two years |
|
| 4,669 |
|
|
| 5,734 |
|
Expiring in three years |
|
| 3,899 |
|
|
| 4,069 |
|
Expiring in four years |
|
| 7,496 |
|
|
| 6,601 |
|
Expiring beyond four years |
|
| 65,455 |
|
|
| 57,636 |
|
|
|
| 86,884 |
|
|
| 79,657 |
|
F-61
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) is as follows:
Deferred income tax liabilities
|
| Accelerated tax depreciation |
|
| Fair value |
|
| ROU |
|
| Others |
|
| Total |
| |||||
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of financial year |
|
| 2,127 |
|
|
| 1,975 |
|
|
| 2,817 |
|
|
| 29 |
|
|
| 6,948 |
|
Currency translation adjustments |
|
| (15 | ) |
|
| (86 | ) |
|
| (39 | ) |
|
| — |
|
|
| (140 | ) |
Charged/(credited) to profit or loss |
|
| 3,109 |
|
|
| (252 | ) |
|
| (704 | ) |
|
| (48 | ) |
|
| 2,105 |
|
End of financial year |
|
| 5,221 |
|
|
| 1,637 |
|
|
| 2,074 |
|
|
| (19 | ) |
|
| 8,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of financial year |
|
| 824 |
|
|
| 1,026 |
|
|
| 2,824 |
|
|
| — |
|
|
| 4,674 |
|
Currency translation adjustments |
|
| 8 |
|
|
| 34 |
|
|
| (3 | ) |
|
| — | * |
|
| 39 |
|
Acquisition of subsidiaries |
|
| 875 |
|
|
| 1,132 |
|
|
| — |
|
|
| 29 |
|
|
| 2,036 |
|
Charged/(credited) to profit or loss |
|
| 420 |
|
|
| (217 | ) |
|
| (4 | ) |
|
| — |
|
|
| 199 |
|
End of financial year |
|
| 2,127 |
|
|
| 1,975 |
|
|
| 2,817 |
|
|
| 29 |
|
|
| 6,948 |
|
* Less than $1,000
Deferred income tax assets
|
| Lease |
|
| Provisions |
|
| Tax loss |
|
| Unutilised capital allowance |
|
| Total |
| |||||
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of financial year |
|
| (2,933 | ) |
|
| (157 | ) |
|
| (937 | ) |
|
| (546 | ) |
|
| (4,573 | ) |
Currency translation adjustments |
|
| 39 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 39 |
|
Charged/(credited) to profit or loss |
|
| 698 |
|
|
| 4 |
|
|
| — |
|
|
| (3,202 | ) |
|
| (2,500 | ) |
End of financial year |
|
| (2,196 | ) |
|
| (153 | ) |
|
| (937 | ) |
|
| (3,748 | ) |
|
| (7,034 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of financial year |
|
| (2,926 | ) |
|
| (133 | ) |
|
| — |
|
|
| — |
|
|
| (3,059 | ) |
Currency translation adjustments |
|
| 3 |
|
|
| — |
|
|
| (1 | ) |
|
| (5 | ) |
|
| (3 | ) |
Acquisition of subsidiaries |
|
| — |
|
|
| — |
|
|
| (102 | ) |
|
| (541 | ) |
|
| (643 | ) |
Credited to profit or loss |
|
| (10 | ) |
|
| (24 | ) |
|
| (834 | ) |
|
| — |
|
|
| (868 | ) |
End of financial year |
|
| (2,933 | ) |
|
| (157 | ) |
|
| (937 | ) |
|
| (546 | ) |
|
| (4,573 | ) |
F-62
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
|
| Number of |
| |
Issued share capital |
|
|
| |
At 1 January 2022 |
|
| — |
|
Shares issued to PIPE investors |
|
| 13,193,068 |
|
Reorganisation |
|
|
| |
- Share exchange (see Note 2) |
|
| 128,376,418 |
|
- Shares issued to holders of Class A and Class B ordinary shares of Bridgetown 2 |
|
| 19,641,074 |
|
Shares issued as part of the Employee Share Grant Plan |
|
| 749,802 |
|
At 31 December 2022 |
|
| 161,960,362 |
|
All issued ordinary shares are fully paid. Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.
As described in Note 2, upon closing of the Business Combination, all of the 3,555,946 ordinary shares of PropertyGuru outstanding was exchanged for 128,376,418 ordinary shares of the Company outstanding with a par value of US$0.0001 per share.
As at 31 December 2021 and 2020, the total number of ordinary shares of PropertyGuru outstanding are 127,838,995 and 55,983,598 respectively with no par value. The movements of the shares issued by PropertyGuru in prior periods presented have been retrospectively adjusted to give effect to the share exchange for purpose of calculation of loss per shares (Note 12).
|
| No. of ordinary |
|
| Amount |
| ||
|
|
|
|
| $’000 |
| ||
2021 |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 55,983,598 |
|
|
| 36,553 |
|
Shares issued |
|
| 23,469,947 |
|
|
| 252,338 |
|
Conversion of preference shares to ordinary shares |
|
| 48,385,450 |
|
|
| 395,456 |
|
End of financial year |
|
| 127,838,995 |
|
|
| 684,347 |
|
2020 |
|
|
|
|
|
| ||
Beginning of financial year |
|
| 55,381,455 |
|
|
| 33,886 |
|
Shares issued |
|
| 602,143 |
|
|
| 2,667 |
|
End of financial year |
|
| 55,983,598 |
|
|
| 36,553 |
|
* Retrospectively adjusted to give effect to the impact of share exchange.
F-63
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
During the financial year ended 31 December 2021, PropertyGuru Pte. Ltd. issued 341,957 (2020: 595,825) ordinary shares amounting $2,278,000 (2020: $2,611,000) to employees as part of the Employee Share Grant Plan, 114,948 (2020: Nil) ordinary shares amounting $1,243,000 (2020: Nil) to non-executive directors as part of the Non-Executive Directors Share Plan (“NED Plan”), 22,816 (2020: 6,318) ordinary shares amounting $180,000 for non-executive directors as part of the remuneration and 22,990,226 ordinary shares amounting $248,637,000 in connection with the acquisition of the Panama.
During the financial year ended 31 December 2021, PropertyGuru also fully converted 48,385,450 of its preference shares into ordinary shares.
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Beginning of financial year |
|
| 18,658 |
|
|
| 11,630 |
|
|
| 5,898 |
|
Employee share grant and options schemes |
|
|
|
|
|
|
|
|
| |||
- Value of employee services (Note 9) |
|
| 3,856 |
|
|
| 8,542 |
|
|
| 6,660 |
|
- Shares issued |
|
| (6,490 | ) |
|
| (2,199 | ) |
|
| (1,152 | ) |
Non-executive director share grant and options schemes |
|
|
|
|
|
|
|
|
| |||
- Value of services |
|
| 1,848 |
|
|
| 2,108 |
|
|
| 280 |
|
- Shares issued |
|
| (180 | ) |
|
| (1,423 | ) |
|
| (56 | ) |
End of financial year |
|
| 17,692 |
|
|
| 18,658 |
|
|
| 11,630 |
|
As part of the Business Combination (Note 2),
The movements of the shares issued by PropertyGuru Pte. Ltd. in prior periods presented have been retrospectively adjusted to give effect to the share exchange (Note 2).
F-64
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Employee Stock Compensation Plans
As of 31 December 2022, there were three employee stock compensation plans – the Employee Stock Option (“ESO Plan”), the Omnibus Equity Incentive Plan (“Omnibus Plan”) and the Non-Executive Directors Plan (“NED Plan”).
The objective of the ESO and Omnibus Plans is to promote the interests of the Group by providing the certain key personnel with an appropriate incentive to encourage them to continue their employment and to improve the growth, profitability and financial success of the Group. Accordingly, service and performance conditions are included as part of the vesting conditions. Upon vesting, awardees are issued options and/or restricted stock units (“RSUs”) of the Company.
The objective of the NED Plan is to promote the interests of the Group by providing non-executive directors of the Group with an appropriate incentive to encourage them to continue their employment as directors. Accordingly, service conditions are included as part of the vesting conditions. Upon vesting, awardees are issued options and/or restricted stock units (“RSUs”) of the Company.
The plans were taken over by the Company from PropertyGuru as part of the Business Combination. They are administered by the Remuneration Committee who are appointed members of the Board of Directors and are accounted for as equity-settled share plans.
The exercise price of the options was determined by the valuation of PropertyGuru’s ordinary shares immediately preceding the date of awards. All employee stock options shall expire on the 10th anniversary of their award date unless otherwise provided in the participant’s option grant agreement. The options may be exercised in full or in part on the payment of the exercise price. The persons to whom the options have been issued have no right to participate by virtue of the options in any share issue of any other Company. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
F-65
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Employee Stock Compensation Plans (continued)
The fair value of options granted under the plans are determined using the Black-Scholes Option Pricing Model. The significant inputs into the model are shown below.
Share prices* |
| $5.78 - $8.32 |
Exercise price* |
| $3.45 - $8.81 |
Expected volatilities |
| 32 - 42% |
Dividend yield |
| Nil |
Option life |
| Up to 10 years |
Annual risk-free interest rates |
| 1.61 - 2.18% |
* Retrospectively adjusted to give effect to the impact of share exchange
The volatilities applied were based on the historical volatility of comparable public-listed companies.
Stock options outstanding at the end of the year have the following weighted average remaining contractual life:
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||||||||||||
Exercise price* |
| Stock |
|
| Weighted |
|
| Stock |
|
| Weighted |
|
| Stock |
|
| Weighted |
| ||||||
$3.45 |
|
| 1,119,917 |
|
|
| 3.33 |
|
|
| 1,375,699 |
|
|
| 4.35 |
|
|
| 1,375,699 |
|
|
| 5.35 |
|
$3.93 |
|
| 436,905 |
|
|
| 4.80 |
|
|
| 471,491 |
|
|
| 5.82 |
|
|
| 518,459 |
|
|
| 6.75 |
|
$4.54 |
|
| 316,722 |
|
|
| 5.39 |
|
|
| 423,620 |
|
|
| 6.40 |
|
|
| 439,974 |
|
|
| 7.40 |
|
$7.28 |
|
| 1,595,487 |
|
|
| 6.26 |
|
|
| 1,653,467 |
|
|
| 7.28 |
|
|
| 1,666,463 |
|
|
| 8.28 |
|
$8.81 |
|
| 115,851 |
|
|
| 1.68 |
|
|
| 115,851 |
|
|
| 2.68 |
|
|
| 115,851 |
|
|
| 3.68 |
|
|
|
| 3,584,882 |
|
|
|
|
|
| 4,040,128 |
|
|
|
|
|
| 4,116,446 |
|
|
|
| |||
* Retrospectively adjusted to give effect to the impact of share exchange
F-66
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Employee Stock Compensation Plans (continued)
Set out below are summaries of options granted under the ESO plan:
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||||||||||||
|
| Weighted average |
|
| Number of |
|
| Weighted average |
|
| Number of |
|
| Weighted average |
|
| Number of |
| ||||||
Beginning of financial year |
| $ | 5.24 |
|
|
| 3,924,275 |
|
| $ | 5.23 |
|
|
| 4,000,595 |
|
| $ | 5.16 |
|
|
| 4,526,130 |
|
Exercised during the year |
| $ | 4.01 |
|
|
| (423,836 | ) |
| $ | 4.01 |
|
|
| (20,000 | ) |
| $ | 4.43 |
|
|
| (477,556 | ) |
Forfeited during the year |
| $ | 7.28 |
|
|
| (31,409 | ) |
| $ | 4.85 |
|
|
| (56,320 | ) |
| $ | 6.51 |
|
|
| (47,979 | ) |
End of financial year |
| $ | 5.37 |
|
|
| 3,469,030 |
|
| $ | 5.24 |
|
|
| 3,924,275 |
|
| $ | 5.23 |
|
|
| 4,000,595 |
|
Vested and exercisable at |
| $ | 5.22 |
|
|
| 2,401,281 |
|
| $ | 4.83 |
|
|
| 1,883,544 |
|
| $ | 4.51 |
|
|
| 1,577,219 |
|
* Retrospectively adjusted to give effect to the impact of share exchange.
No options expired during the periods covered by the above tables.
Set out below are summaries of options granted under the NED plan:
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||||||||||||
|
| Weighted average |
|
| Number of |
|
| Weighted average |
|
| Number of |
|
| Weighted average |
|
| Number of |
| ||||||
Beginning and end of |
| $ | 8.81 |
|
|
| 115,851 |
|
| $ | 8.81 |
|
|
| 115,851 |
|
| $ | 8.81 |
|
|
| 115,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Vested and exercisable at |
| $ | 8.81 |
|
|
| 115,851 |
|
| $ | 8.81 |
|
|
| 86,753 |
|
| $ | 8.81 |
|
|
| 57,835 |
|
* Retrospectively adjusted to give effect to the impact of share exchange.
F-67
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Employee Stock Compensation Plans (continued)
Group |
| Beginning of |
|
| Granted during |
|
| Vested during |
|
| Forfeited during |
|
| End of |
| |||||
2022 |
|
| 258,562 |
|
|
| — |
|
|
| (129,281 | ) |
|
| — |
|
|
| 129,281 |
|
2021 |
|
| — |
|
|
| 373,510 |
|
|
| (114,948 | ) |
|
| — |
|
|
| 258,562 |
|
* Retrospectively adjusted to give effect to the impact of share exchange.
Set out below are summaries of RSUs granted under the Omnibus plan:
Group |
| Beginning of |
|
| Granted during |
|
| Vested during |
|
| Forfeited during |
|
| End of |
| |||||
2022 |
|
| 1,839,608 |
|
|
| 1,400,502 |
|
|
| (704,784 | ) |
|
| (68,052 | ) |
|
| 2,467,274 |
|
2021 |
|
| 2,335,973 |
|
|
| 22,889 |
|
|
| (497,556 | ) |
|
| (21,698 | ) |
|
| 1,839,608 |
|
2020 |
|
| 2,175,789 |
|
|
| 504,849 |
|
|
| (321,957 | ) |
|
| (22,708 | ) |
|
| 2,335,973 |
|
* Retrospectively adjusted to give effect to the impact of share exchange.
In 2022, the weighted average fair value of RSUs granted under the Omnibus Plan was $5.88* (2021: $6.20*, 2020: $6.20*)
On 12 October 2018, PropertyGuru issued a total of 112,000 warrants. Each warrant carries the right to subscribe for one new ordinary share in the capital of the Group within 60 months following the date of issuance at an exercise price of $341.60 per warrant. PropertyGuru has a right to accelerate the exercise period subject upon meeting certain conditions.
In connection with the Business Combination, the 112,000 warrants in PropertyGuru that was exercisable at an exercise price of $341.60 per share for 112,000 shares in PropertyGuru were exchanged for one warrant in the Company, the exercise of which will result in the issuance of 4,043,411 ordinary shares at a price of US$6.92 per ordinary share (equivalent to $9.46 per ordinary share). The terms of the warrants remain unchanged following the assignment and remained in the warrant under equity.
In September 2022, the warrants issued by PropertyGuru and exchanged for warrants in the Company, expired. Consequently, amounts in the warrant reserve were classified into retained earnings.
F-68
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Financial risk factors
The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise any adverse effects from the unpredictability of financial markets on the Group’s financial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group.
The Group operates in South East Asia with operations in Singapore, Malaysia, Indonesia, Thailand and Vietnam.
Currency risk arises within entities in the Group when transactions are denominated in foreign currencies other than the functional currency of the entities within the Group. The Group’s business operations are not exposed to significant foreign currency risks as it has no significant transactions denominated in foreign currency of the entities within the Group.
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Group have no variable interest-bearing financial instrument, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group also has no fixed interest-bearing financial instruments as at the year end and is hence not exposed to fair value interest rate risks arising from fixed interests.
F-69
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations.
Risk management
The Group’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets, the Group minimise credit risk by holding its cash and deposits at major financial institutions in the respective locations of the Group's operations. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure by trading only with recognised and creditworthy third parties. Only customers who have undergona credit verification procedures are allowed to trade on credit.
As the Group does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet.
Credit rating
The Group considers the probability of default upon initial recognition of assets and identifies any significant increase in credit risk quarterly. The age of the receivable, whether the invoices are disputed and indications of a debtor's commitment to settle are factors considered when the Group assesses significant increase in credit risk.
F-70
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Credit rating (continued)
The following indicators are incorporated:
A significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment, as determined by the Group’s historical collections records.
The Group defines a financial instrument as default, which is fully aligned with the definition of credit-impaired, when it meets one or more of the following criteria:
Quantitative criteria:
The Group defines a financial instrument as default, when the counterparty fails to make contractual payment within 180 days of when they fall due.
The debtor meets unlikeliness to pay criteria, which indicates the debtor is in significant financial difficulty. The Group considers the following instances:
Financial instruments that are credit-impaired are assessed on individual basis.
Impairment of financial assets
Trade receivables are subject to more than immaterial credit losses where the expected credit loss (“ECL”) model has been applied.
F-71
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Impairment of financial assets (continued)
The Group has applied the simplified approach by using the provision matrix to measure the lifetime expected credit losses for trade receivables.
The measurement of ECL reflects:
Groupings of instruments for ECL measured on collective basis;
To measure ECL, trade receivables have been grouped based on shared credit risk characteristics such as geographical location and the days past due.
Trade receivables which are in default or credit-impaired are assessed individually.
Trade receivables are written off when there is no reasonable expectation of recovery. Write offs are made on a case-by-case basis. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group.
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
F-72
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Impairment of financial assets (continued)
The movement in impairment loss on trade receivables during the year is as follows:
Trade receivables
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Beginning of financial year |
|
| 4,953 |
|
|
| 4,823 |
|
Allowance made |
|
| 4,203 |
|
|
| 4,209 |
|
Allowance written back |
|
| (3,006 | ) |
|
| (2,064 | ) |
Allowance written off |
|
| (941 | ) |
|
| (1,959 | ) |
Acquisition of subsidiaries |
|
| — |
|
|
| 17 |
|
Currency revaluation adjustment |
|
| (128 | ) |
|
| (73 | ) |
End of financial year |
|
| 5,081 |
|
|
| 4,953 |
|
Impairment of financial assets
For specific trade receivables identified by the Group to be credit impaired, the Group recognised a loss allowance equal to lifetime expected credit loss of $4,573,000 (2021: $4,560,000) in respect of Group’s receivables, as follows:
Trade receivables
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Gross amount |
|
| 4,573 |
|
|
| 4,560 |
|
Less: Allowance for impairment |
|
| (4,573 | ) |
|
| (4,560 | ) |
|
|
| — |
|
|
| — |
|
The impaired receivables arise mainly from receivables that are long overdue.
The Group has concluded that the credit loss for non-specific trade receivables as of 31 December 2022 is immaterial.
F-73
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.
The Group manages its liquidity risk by ensuring the availability of funding.
Funding is obtained mainly from investments from shareholders. The Group monitors working capital projections regularly, to ensure that the Group has adequate working capital to meet current requirements.
The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
|
| Less than |
|
| Between 1 and |
| ||
|
| $’000 |
|
| $’000 |
| ||
At 31 December 2022 |
|
|
|
|
|
| ||
Trade and other payables |
|
| 29,737 |
|
|
| 296 |
|
Lease liabilities |
|
| 4,515 |
|
|
| 8,668 |
|
At 31 December 2021 |
|
|
|
|
|
| ||
Trade and other payables |
|
| 31,702 |
|
|
| 604 |
|
Lease liabilities |
|
| 5,095 |
|
|
| 13,195 |
|
Borrowings |
|
| 343 |
|
|
| 16,787 |
|
F-74
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings.
The Directors monitor the Group’s capital based on net debt, if any, and total capital. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents. Total capital is calculated as total equity plus preference shares and net debt, if any.
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Net debt |
| N/M |
|
| N/M |
| ||
Total equity |
|
| 634,260 |
|
|
| 387,191 |
|
Total capital |
|
| 634,260 |
|
|
| 387,191 |
|
Liabilities measured and carried at fair value and classified by level of the following fair value measurement hierarchy:
The warrants (Note 21) that are accounted for as a derivative financial liability and measured at fair value at each reporting date is a level 2 instrument.
F-75
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.
The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.
The following table presents the changes in Level 3 instruments:
|
| Derivative financial |
|
| |
|
| $’000 |
|
| |
2021 |
|
|
|
| |
Beginning of financial year |
|
| 940 |
|
|
Fair value adjustment - profit or loss (Note 8) |
|
| 124,146 |
|
|
Conversion to ordinary shares |
|
| (125,086 | ) |
|
End of financial year |
|
| — |
|
|
Total (gains)/losses for the period included in profit or loss for |
|
| — |
|
|
|
|
|
|
| |
F-76
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
There are no transfers of financial instruments between any levels during the financial years ended 31 December 2022, 2021 and 2020.
The carrying amount less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated based on quoted market prices or dealer quotes for similar instruments by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
The Level 3 contingent consideration for the acquisition of PG Vietnam assumed the target net profit of 19.3%, and target EBITDA of US$700,000 (approximately $950,000) for PG Vietnam would be met and this was an unobservable input. The contingent consideration was fully paid out in 2020.
The Level 3 derivative financial liabilities were valued using a probability weighted option pricing model. The unobservable inputs used in the fair value measurement include the probabilities of the various scenarios of the settlement of the convertible notes. The fair value of the derivative financial liabilities may increase or decrease depending on the probability and timing of various scenarios.
F-77
Table of Contents
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2022
The carrying amount of the different categories of financial instruments is as disclosed:
|
| 2022 |
|
| 2021 |
| ||
|
| $’000 |
|
| $’000 |
| ||
Financial assets, at amortised cost |
|
| 324,856 |
|
|
| 85,190 |
|
Financial liabilities, at FVTPL |
|
| 4,775 |
|
|
| — |
|
Financial liabilities, at amortised cost |
|
| 42,476 |
|
|
| 66,098 |
|
In addition to the information disclosed elsewhere in the financial statements, there were no transactions that took place between the Group and related parties.
Key management personnel compensation is as follows:
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
|
| $’000 |
|
| $’000 |
|
| $’000 |
| |||
Wages and salaries |
|
| 4,085 |
|
|
| 3,482 |
|
|
| 839 |
|
Employer’s contribution to defined contribution plans |
|
| 35 |
|
|
| 35 |
|
|
| 17 |
|
Benefits in kind |
|
| — |
|
|
| 266 |
|
|
| 61 |
|
Non-executive directors’ remuneration by way of: |
|
|
|
|
|
|
|
|
| |||
- Cash |
|
| 450 |
|
|
| 336 |
|
|
| 313 |
|
- Share grants and options |
|
| 3,673 |
|
|
| 4,033 |
|
|
| 280 |
|
|
|
| 8,243 |
|
|
| 8,152 |
|
|
| 1,510 |
|
Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 January 2023 and which the Group has not early adopted.
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current (effective for annual periods beginning on or after 1 January 2023)
The narrow-scope amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability.
The amendments could affect the classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification and for some liabilities that can be converted into equity.
The Group does not expect any significant impact arising from applying these amendments.
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of PropertyGuru Group Limited on 15 March 2023.
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