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(784110-U)
INVESTMENT MEMORANDUM
February 8, 2015
Investment Memorandum of
Konsortium H & T Sdn Bhd
TABLE OF CONTENTS
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
Investment Memorandum of
Konsortium H & T Sdn Bhd
10.0
11.0
12.0
30
13.0
LOGISTICS ............................................................................................................................. 22
13.1 Importation and Supply to KHT .................................................................................... 22
13.2 Freight & Forwarding and Haulage ............................................................................... 22
13.3 Warehouse ...................................................................................................................... 22
13.4 Transport ........................................................................................................................ 22
14.0
15.0
16.0
17.0
18.0
Investment Memorandum of
Konsortium H & T Sdn Bhd
30
1.0
CORPORATE INFORMATION
1.1
1.2
Authorised Capital
Issued and Fully Paid @ RM1.00 Each
4
No of
shares
5,000,000
400,000
RM
5,000,000
400,000
Investment Memorandum of
Konsortium H & T Sdn Bhd
1.3
Shareholders
The current shareholders of KHT are holding the shares in trust and shall
relinquish their holding upon subscription/acquisition by investors. Their
current shareholdings are as follows:No of
shares
350,000
50,000
Item Shareholders
1
2
1.4
RM
350,000
50,000
Shareholders
Ismail Bin Mohd Aji
Jamalullail Bin Lot
Gedung Makanan
Negara
My Angkasa
Holding Sdn Bhd
Malaysian Agrifood
Corp Bhd
TOTAL
Ordinary
Shares
Issue of
RCPS
350,000
50,000
35%
5%
200,000
20%
1,800,000 (1,800,000)
2,000,000
31.3%
200,000
20%
1,800,000 (1,800,000)
2,000,000
31.3%
200,000
20%
1,800,000 (1,800,000)
2,000,000
31.3%
6,400,000
100.0%
1,000,000
After
After
Redemptio Conversio
n of RCPS n of RCPS
350,000
50,000
5.5%
0.8%
Investment Memorandum of
Konsortium H & T Sdn Bhd
2.0
2.1
RM'000
Year 1
Volume (FCL)
480
Year 3
1200
Year 4
1,320
Year 5
1,440
1,680
Volume (MT)
11,040
27,600
30,360
33,120
38,640
Total Revenue
Less: Variable
Operating Cost
Contribution
Margin
%
163,392
289,800
455,400
683,100
931,500
152,741
267,697
420,678
631,018
860,514
10,651
22,103
34,722
52,082
70,986
6.5%
Less: Fixed
Operating Costs
Operating Margin
%
7.6%
7,806
2,845
8,810
3.0%
7.6%
20,601
14,120
3.1%
7.6%
31,104
20,979
3.1%
43,572
27,414
2.9%
1,624
3,294
5,075
7,542
10,212
1,238
5,532
9,062
13,437
17,202
0.8%
EBITDA (BT)
7.6%
13,293
1.7%
Less: Fixed
Overhead Cost
NPBT
2.2
Year 2
1.9%
2,033
2.0%
7,366
2.0%
11,848
2.0%
17,563
22,757
Cashflow Projections
The Cashflow projections for Option 1 from year 1 to year 5 are as follows:RM'000
Year 1
Year 2
Year 3
Year 4
Year 5
INFLOW
Collection (LM)
163,392
289,800
455,400
683,100
931,500
Total Inflow
163,392
289,800
455,400
683,100
931,500
152,741
281,797
442,616
664,148
906,907
152,741
281,797
442,616
664,148
906,907
10,651
(2,577)
(1,016)
(1,748)
3,893
245
OUTFLOW
Variable Operating
Costs
Less: Total
Outflow
Cash Flow from
Operations
Capex/Investment
Investment Memorandum of
Konsortium H & T Sdn Bhd
Less: Capex/
Investment
Free Cash Flow
245
10,406
(2,577)
(1,016)
(1,748)
3,893
(149,040)
(260,805)
(409,836)
(614,754)
(838,300)
114,878
204,918
329,110
493,666
679,955
973
1,739
2,691
4,036
5,464
(38,910)
(54,148)
(78,034)
(117,052)
(152,881)
34,332
51,571
77,018
115,303
156,774
40,272
91,843
168,861
284,164
39,731
91,843
168,861
284,164
440,938
Financing
Investors OS
Subscription
Investors RCPS
Subscription
RCPS Dividend
(5%)
LC Facility
(600)
(5,400)
270
LC Repayment @
3 Months
LC Interest
Cash Flow From
Financing
Net Surplus/
Deficit
Opening Balance
Ending Balance
2.3
Assumption for Revenue for Frozen Block Sudan Beef (FBBeef) ("Daging Lembu Pejal")
Revenue
Invoice price
Volume/40 FCL
Operating Cost
Produce Cost
Warehouse
Distribution
Sales commission
Manpower
Travelling
A&P
2.4
UOM
RM/Kg
MT/FCL
Year 1
RM14.80/kg
23 MT/FCL
RM/Kg
RM/Kg
RM/Kg
%xRev
RM/Mth
%xRev
%xRev
RM13.50
RM0.20/kg
RM0.20/kg
0.5%
RM80,000
1%
3%
Investment Memorandum of
Konsortium H & T Sdn Bhd
Share capital
Retained earnings
Profit/(Loss) for the year
Shareholders fund
1,000,000
2,033,110
3,033,110
1,000,000
2,033,110
7,365,801
10,398,911
1,000,000
9,398,911
11,848,307
22,247,218
3.03
10.40
22.25
Share capital
Retained earnings
Profit/(Loss) for the year
Shareholders fund
Net Tangible Assets/share (RM)
Year 1
Year 2
Year 3
RM
RM
RM
6,400,000
2,033,110
8,433,110
6,400,000
2,033,110
7,365,801
15,798,911
6,400,000
9,398,911
11,848,307
27,647,218
1.32
2.47
4.32
The Net Tangible Assets per share (NTA per share) of KHT after full
conversion of RCPS, incorporating the forecast profit and projected profit for
the financial years Year 1 to Year 3, the NTA per share increases from
RM1.32 to RM4.32. This gives an average NTA per share of 2.70 for the first
three years.
3.0
RETURN ON INVESTMENT
Tabulated below is the expected return based on projected profit before tax for the
first three years.
Before
conversion of RCPS
RM
No of shares
2,033,110
7,365,801
11,848,307
1,000,000
1,000,000
1,000,000
Return
(times)
2.03
7.37
11.85
Within one year to recover the amount invested in the share capital.
After c onversion of RCPS
RM
No of shares
Profit for Year 1
Profit for Year 2
Profit for Year 3
2,033,110
7,365,801
11,848,307
6,400,000
6,400,000
6,400,000
Return (times)
0.32
1.15
1.85
Investment Memorandum of
Konsortium H & T Sdn Bhd
Within 1.5 years to recover the cost of invest after the conversion of RCPS.
4.0
INVITATION TO INVESTOR
KHT is desirous of inviting prospective investor to participate in a fund raising
exercise. The fund raising exercise involves a new subscription of 200,000 Ordinary
Shares and 2,000,000 Redeemable and Convertible Preference Shares (RCPS) with a
tender value of RM1.00 per unit. The following table shows the equity of KHT
before and after conversion of the RCPS.
BEFORE CONVERSION OF
RCPS
RM
Existing
AFTER CONVERSION OF
RCPS
RM
400,000
40%
400,000
6.3%
GMN FELDA
200,000
20%
2,000,000
31.3%
ANGKASA
200,000
20%
2,000,000
31.3%
MAFC
200,000
20%
2,000,000
31.3%
1,000,000
100%
6,400,000
100%
Subscription
Total
5.0
Overview
The Malaysian meat market has matured over the last few decades as a result
of overall improved per capita income of Malaysians and consumption has
grown to almost 170,000 MTons per year by 2010 with retail value of
approximately RM3 Billion per year.
However, local beef supply local has not grown in tandem with the surge in
demand and prompted the importation of beef from Australia, NZ and USA
which are perceived to be more premium and 20-30% more expensive
(RM2830/Kg) than locally produced beef (RM24-25/Kg).
The prices disparity prompted alternative imported buffalo meat from India
which is cheaper by 40-50% (RM12-15/Kg) compared to local beef (RM2425/KG).
Investment Memorandum of
Konsortium H & T Sdn Bhd
By 2010/11, local beef could only supply 19% (31,000 MTons) compared to
65% (110,000 MTons) of imported Indian frozen buffalo meat yearly with
16% fulfilment by Aus/NZ premium beef.
Malaysian Meat Market 2010/11
MARKET
SOURCE
Total Consumption *
%
100%
MT/YR
RRP
RM/KG
169,648
RM/YEAR
2,965,554,000
Local Beef **
Local
19%
31,948
RM25/Kg
734,804,000
Imp Beef **
Aus/Nz
16%
27,540
RM30/Kg
798,660,000
India
65%
110,160
RM15/Kg
1,432,080,000
DESCRIPTION
TOTAL RETAIL
Modern Retail
Traditional Retail
International Chain
Local Chain
Pasar Pagi, Tani,
Malam
GOVERNMENT
Central Procurement
Local Orders
FOODSERVICE
INDUSTRIAL
Hotel, Restaurant,
Mamak,Stalls
Food Manufacturers,
Caterers
%
100%
MT/YEAR
169,648
RM/YEAR
2,965,554,000
60%
101,789
1,779,332,400
11%
13%
18,729
21,986
326,210,940
385,522,020
36%
61,072
622,766,340
15%
25,447
444,833,100
9%
6%
15,268
10,179
266,899,860
177,933,240
10%
16,965
296,555,400
15%
25,447
444,833,100
Investment Memorandum of
Konsortium H & T Sdn Bhd
KHT Vision
To be known and trusted as the best provider of HTAP Products, Supply
Chain Services and Solutions.
6.3
KHT Mission
To transform the HTAP Products supply chain pipeline in line with the
National Food Security Policy and Global Standards of Quality, Safety,
Traceability, Availability, Accessibility, Affordability and Sustainability.
11
Investment Memorandum of
Konsortium H & T Sdn Bhd
6.4
7.0
Investment Memorandum of
Konsortium H & T Sdn Bhd
Ensure the most effective and efficient market entry of HTAP Products
into a matured market by applying controlled Route-to-Market to
ensure the efficient and effective, particularly when there is already a
major player controlling 65% of the market, even with an inferior
product;
Mitigate issues like Loss Leader and Price Wars that may adversely affect
stakeholders performance in the supply chain pipeline.
(i) KHT Business Operation Model will be driven by:
Timeline of Deliverables;
Stakeholders Satisfactions.
13
Investment Memorandum of
Konsortium H & T Sdn Bhd
7.2
7.3
14
Investment Memorandum of
Konsortium H & T Sdn Bhd
(iii)
By Market Segment
Via Distribution Channel
Exclusive Area Demarcations
Through HTAP Certified Supply Chain
Investment Memorandum of
Konsortium H & T Sdn Bhd
using population census, taking into consideration the meat eating age
of 15-64 years and Malays, being the dominant meat consumers.
Each Sales Area have a potential to generate a minimum Block Beef
sales turnover of at least RM50,000 (3.3 MTons) per week at start-up
phase and grow quickly as KHT introduces other HTAP Products and
embark on Advertising & Promotion activities to create awareness
amongst the consumers.
Distributor and Vendors were identified through research, market
place and networking. Selection is based on visits, interviews,
relativity, market involvement, wholesale and retail understanding,
commitment, ability and willingness to sustain participation from
start-up to growing the business with KHTs principles of Halalan and
Toyyiban in every aspect of its operations.
Existing Distributor Vendors infrastructure is also crucial in
determining readiness such as storage facility, transport ability,
manpower and management & business model.
While KHT is very particular on readiness, Distributor Vendors who
have the basic infrastructure shall be given a reasonable timeframe to
step-up to full readiness including adopting the Halalan and Toyyiban
Assured Pipeline Standards.
(v)
Distributor
Area
Territory
JH1
Johor Bharu
Bumimas Trading
JH3
JH5
Muar, Ledang
Bumimas Trading
JH6
Segamat
Omni Karisma
MK1
Melaka
NS1
NS2
NS3
NS4
10
Inanis Enterprise
SL1
11
Inanis Enterprise
SL2
12
SL3
16
Investment Memorandum of
Konsortium H & T Sdn Bhd
8.0
13
SL4
14
SL5
15
SL6
16
Bumimas Trading
PK1
17
PK2
18
PK3
19
Bumimas Trading
PG1
Pulau Pinang
20
PG2
21
KD1
22
KD2
23
KD3
24
Bumimas Trading
PL1
Perlis
25
KT1
26
KT2
27
TG1
28
TG2
29
PH1
30
PH2
31
PH3
32
MAFC Bhd
MT1
Modern Trade
KHT shall also assist Distributor Vendors with Vendor Development Program such
as:
KHT shall facilitate Distributor Vendor through Business Matching such as:
Inter-Distributor Product Exchange
17
Investment Memorandum of
Konsortium H & T Sdn Bhd
9.0
KHT PRODUCTS
KHTs Product development, sourcing and HTAP certifications was initiated by YES
(Yayasan Ekonomi Sejagat) in collaboration with partner companies in country of
origin like Sudan and few other Islamic nations and streamlined by SBSS Committee
in accordance to the National Food Security Policy KPIs and objectives.
KHTs product mix shall initially focus on frozen meat including beef, mutton and
lamb, subsequently extended to seafood, poultry and other related products in frozen,
chilled or fresh as demand and supply capacity develop.
KHT have plan the implementation and launch of these products in manageable
phases:
Phase 1 (Q1; Month 1-3)
(i) Beef (Month 1-3)
Beef Block (Daging Pejal); Beef Special Cuts, Beef Offal & Bones
Carcass: Whole, Halves and Quarters
(ii) Mutton (Month 3)
Mutton Lean Meat and Special Cut; Mutton Carcass Whole, Halves and
Quarters
Phase 2 (Q2; Month 4-6)
(i) Lamb (Month 4-6)
Lamb Lean Meat, Special Cut; Lamb Carcass Whole, Halves and
Quarters
(ii) Value Added Meat Products; Beef, Mutton, Lamb (Month 6)
Ready-to-Cook Beef, Mutton and Lamb (Marinated & BBQ Range)
Processed Meat Products (Patties, Frankfurter, Kebabs, Nuggets)
18
Investment Memorandum of
Konsortium H & T Sdn Bhd
9.1
Investment Memorandum of
Konsortium H & T Sdn Bhd
Specifications
Origin
Republic of Sudan
Shape
Block
Livestock Cattle
Age 2 to 3 years
Beef Preparation
Halal Slaughter & Toyyiba
Processing
Colour
Meat Colour
Shipping Storage
Warehouse Storage
+95%
Shelf life
Unit Weight
20 Units / Carton
20 kg (Tolerance 6%)
Palletisation
Containerisation
20
Investment Memorandum of
Konsortium H & T Sdn Bhd
21
Investment Memorandum of
Konsortium H & T Sdn Bhd
9.2
9.3
9.4
10.0
Investment Memorandum of
Konsortium H & T Sdn Bhd
The vast price disparity (-40%) between KHT Block Beef vs AUS/NZ Beef,
coupled with aggressive sampling activities to confirm the quality, taste &
tenderness profile of KHT Block Beef will definitely encourage trading-down.
Price disparity between Local Beef vs Buffalo Meat may also trigger tradingdown to KHT Block Beef but the impact shall be minimal due to the supply lower
than demand factor.
Beef/Meat
Source
INV RM/Kg
RCP RM/Kg
RM (%) Diff
IMPORTED BEEF
Aus/Nz/Us
25.00/Kg
28.00/Kg
-11.00(-40%)
LOCAL BEEF
Local
18.00/Kg
25.00/Kg
-8.00 (-32%)
SUDAN BEEF
Sudan
15.00/Kg
17.00/Kg
BUFFALO MEAT
India
10.00/Kg
15.00/Kg
+2.00 (+23%)
11.0
12.0
Marketing: Advertising
23
Investment Memorandum of
Konsortium H & T Sdn Bhd
A&P activities in the meat market are still at its infancy. Market players do
not spend much advertising dollar to promote brands, quality or awareness
The first 2-3 months are critical for consumers to be aware and familiar with
KHT New Frozen Block Beef, acquire the quality taste profile, enjoy the fair
pricing and start building relationship & trust.
KHTs Marketing Strategy will tap marketing normality and existing market
practice, supported by subject matter experts to leverage the A&P infancy to
immediately create awareness about the new beef on the block without
much competing clutter in the air:
12.2
1st Wave to gain consumers trust: Generic Branding and soft approach to
address consumers functional & emotional orientation towards frozen
beef via sampling, pricing and engagement.
Marketing: Branding
KHTs Branding Strategy involves a few steps to ensure top-of-mind recall,
everytime, anytime, beginning with a generic brand for frozen beef for the
initial market entry for the first 2-3 months.
(i) Brand Positioning
KHT Products and Brand = Halal, Toyyiba, Values, Trusted by
Retailers & Consumers
Positive Imagery and Empathy that Create Emotional Bond with
Consumers
24
Investment Memorandum of
Konsortium H & T Sdn Bhd
Marketing: Message
Advertising the Brands and Products will be very focused with the intended
Message but yet Flexible to be able to cover the widest range of targets.
Messages are crafted to deliver:
(i) Corporate Communications
(ii) Thematic Campaign
(iii)Schematic Promotional Messages
12.4
12.5
Marketing: Promotion
Promotions will be planned in accordance to requirement, occasion and/or
situations to be Thematic or Schematic in its deliverables.
25
Investment Memorandum of
Konsortium H & T Sdn Bhd
LOGISTICS
KHT Logistic Operation shall be SOP Driven from Port to Consumers table where
all potential problems and challenges will be research, mitigated with probable
solutions if it eventually occurs.
13.1
13.2
13.3
Warehouse
KHT Distribution Centre is HTAP compliance to uphold the National Food
Security Policy KPIs:
Contract with CCN, a HTAP Certified Logistic Services Provider
Vendor SME Warehouse Operators; Contract at Major Towns to serve as
KHT Regional Hub to ease KHT Distributor Vendor logistic constraints.
Quotations: Ad-Hoc, Dedicated
26
Investment Memorandum of
Konsortium H & T Sdn Bhd
13.4
Transport
KHT major transport services must be HTAP compliance to uphold the NFSP
KPIs
Contract with CCN, a HTAP Certified Logistic Services Provider
Vendor SME Transportation Companies; Contract at Major Towns to
serve as 3rd Party Transporter to ease KHT Distributor Vendor logistic
constraints.
Quotations: Ad-Hoc, Dedicated
14.0
15.0
Investment Memorandum of
Konsortium H & T Sdn Bhd
15.2
Corporate Affairs
Corporate Affairs shall oversee KHT Corporate matters including, amongst
others:
15.3
15.4
28
Investment Memorandum of
Konsortium H & T Sdn Bhd
15.5
Organization Structure
KHT shall maintain a lean, focus and multi-tasking team at this start-up juncture. Each team member shall focus on their familiar
subject-matter and develop the business architecture and infra-structure form existing proven model but Adopt & Adapt to suit
KHT requirement, vision, mission and KPIs.
KHT Organization Structure is as follows:
25
Investment Memorandum of
Konsortium H & T Sdn Bhd
16.0
Head Office
Konsortium H & T Sdn Bhd [Co. No: 78110-U]
No. 2852, Jalan Selangor, Bukit Persekutuan,
50480 Kuala Lumpur, Federal Territory, Malaysia
Tel: 603 2287 1060 Fax: 603 2287 4060
Email: info@konsortiumht.com.my
Operation Office
Konsortium H & T Sdn Bhd [Co.No: 78110-U]
Ground Floor, No. 3, Jalan Perindustrian Puchong, Bandar Metro Puchong,
47160 Puchong, Selangor Darul Ehsan, Malaysia
Tel: 603 80710413 Fax: 603 80826631
Email: info@konsortiumht.com.my
DC Warehouse
c/o Cold Chain Network Sdn Bhd [Co. No: 586732-P] No.
3, Jalan Perindustrian Puchong, Bandar Metro Puchong,
47160 Puchong, Selangor Darul Ehsan, Malaysia
Tel: 603 80710413 Fax: 603 80826631
Email: info@konsortiumht.com.my
26
Investment Memorandum of
Konsortium H & T Sdn Bhd
17.0
KHT READINESS
Description
Date
Stakeholders
02 Oct 13
SPA Signed
1st PO FBBeef
03 Oct 13
Pilot 1 x FCL 40
Payment to PBHH
21 Oct 13
Done
15 Dec 13
KHT &TFP
FBBeef @ Warehouse
17 Dec 13
3 Days Clearance
FBBeef @ Distributors
19 Dec 13
Distributors
38 Distributors
FBBeef @ Retailers
21 Dec 13
Pen Malaysia
FBBeef @ Consumers
22 Dec 13
Mass Consumers
Pen Malaysia
2 PO FBBeef 5 x FCL
17 Dec 13
21 Dec 13
Launch @ Putrajaya
nd
Notes/Remarks
15 Jan 13
30 Jan 14
4 PO FBBeef 10 x FCL
15 Feb 14
08 Mar 14
KHT, SBSS
@ Hypermarket
5 PO FBBeef 20 x FCL
15 Mar 14
30 Mar 14
th
th
18.0
SETTING-UP COST
The total of setting-up cost is estimated at RM 870,000 which is shown below:Description
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
Total
Preliminary
Office rental & deposit (4 x 10,000)
Renovation
Electrical & Fittings
Computer
Furniture and fittings
Office utilities
Manpower
Advertisement
Travelling
Car
Total
27
40,000
120,000
20,000
10,000
50,000
30,000
150,000
100,000
150,000
200,000
870,000