PropNex's IPO document yields a couple of surprises

Celebrating the merger of their companies on June 12 last year were (from left) PropNex's director Alan Lim, key executive officer Lim Yong Hock, and CEO Ismail Gafoor, Dennis Wee Realty's founder Dennis Wee, its director Priska Wee, and executive di
Celebrating the merger of their companies on June 12 last year were (from left) PropNex's director Alan Lim, key executive officer Lim Yong Hock, and CEO Ismail Gafoor, Dennis Wee Realty's founder Dennis Wee, its director Priska Wee, and executive director Denka Wee.PHOTO: BERITA HARIAN

Concerns over value pegged to deal with Dennis Wee Realty, initial financial data

Discrepancies in the public announcements surrounding the takeover of Dennis Wee Realty (DWR) by fellow real estate agent PropNex Realty have raised concerns among investors and industry figures.

The disquiet was sparked by information contained in the initial public offering (IPO) prospectus released by PropNex last week.

These concerns centre on two main issues - the supposed dollar value of the deal and financial figures initially released by PropNex.

When the buyout was announced on June 12 last year, there was no dollar value placed on the transaction, which would involve hundreds of DWR agents moving to PropNex and making it Singapore's largest property agency.

PropNex chief executive Ismail Gafoor told a briefing during a signing ceremony for the agreement on June 12 last year that there was a "no numbers approach" in the transaction with DWR, and that no monetary terms or equity transfer between the firms had been thrashed out at that time.

But PropNex's IPO prospectus lodged last Thursday notes that by Nov 29, 2017, monetary terms had been agreed.

"The aggregate purchase consideration was $5 million," it states.This included a one-time cash payment of $700,000 to DWR upon execution of the agreement signed in November.

PropNex also agreed to pay the remaining $4.3 million in monthly instalments up to July 10, 2027. Each instalment will be 1.5 per cent of the monthly gross commissions clocked by former DWR agents.

When the full sum has been repaid or once the agreed period expires - whichever comes first - PropNex will pay DWR bi-annual instalments over 10 years.

Each instalment will be 0.5 per cent of gross commissions reaped by former DWR agents for each six-month period.

So just how much of the $4.3 million PropNex will pay hinges on whether DWR agents continue to stay with PropNex and remain productive.

Some observers have also taken issue with the differences in disclosures of PropNex's revenue and profit for the 2016 financial year.

The IPO prospectus says revenue was $245 million, with $7.6 million in net profit. This is markedly lower than the revenue figure of $278.9 million and net profit of $9.23 million quoted to the media on June 13 last year.

Mr Gafoor declined to comment yesterday, citing regulatory restrictions prior to the registration of the IPO prospectus by the Monetary Authority of Singapore.

Mr Robson Lee, a partner at law firm Gibson Dunn, said: "The IPO prospectus is a legal document. But at the time of the press conference, PropNex and Dennis Wee Group were not listed so there is no legal responsibilities, perhaps only reputational risk."

But he noted that as private entities, they had no legal obligation to disclose the value terms when they firmed up the takeover agreement.

The soon-to-be launched IPO will comprise a placement and a public offering, with cornerstone investors having also entered subscription agreements for a total of 50 million shares.

A version of this article appeared in the print edition of The Straits Times on June 21, 2018, with the headline 'PropNex's IPO document yields a couple of surprises'. Print Edition | Subscribe