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Author: SGX   |   Latest post: Mon, 23 May 2022, 12:31 PM

 

Novo Tellus Alpha Acquisition (NTAA) - Riding the Technology Frontier - Lists on SGX

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  • NTAA’s Sponsor, Novo Tellus PE Fund 2, L.P. (principal fund of Sponsor Group) was established to make private equity investments in Technology and Industrials sectors (SPAC’s target sector) in the Indo-Pacific region. NTAA offers investors a distinctive opportunity to invest alongside them in opportunities at forefront of technology transformation
     
  • The SPAC is backed by a Sponsor Group (i.e.  Novo Tellus Capital Partners, and the private equity funds which Novo Tellus Capital Partners advises) with a clear, repeated track record of successful investments in Technology and Industrials companies. The Sponsor has a proven track record of valuation creation on their portfolio of SGX-listcos
     
  • Building on their proven investment track record of generating strong equity growth and return on their SGX listed portfolio companies over the last decade, the SPAC aims to focus their search on high-quality Technology and Industrials companies in the Indo-Pacific region to generate superior returns

 

Focused on opportunities at the forefront of technological transformation

Novo Tellus Alpha Acquisition (NTAA), a SGX-listed Special Purpose Acquisition Company (SPAC), offers investors a distinctive opportunity to invest alongside Novo Tellus PE Fund 2, Limited Partner (L.P.) sponsor, backed by a Sponsor Group with a clear, repeated track record of successful investments in Technology and Industrials Companies.

NTAA’s objective is to leverage its Sponsor Group’s unique capabilities and investment strategy to identify and complete a business combination, creating substantial long-term value for its shareholders.

For more information, please refer to NTAA’s prospectus and sgx.com/SPACs for more product-related information.

Acquisition mandate

Consistent with its investment strategy, NTAA has identified the following general criteria and guidelines that they believe are important in evaluating prospective target businesses. NTAA intends to identify and acquire high-quality companies that have the following characteristics:

  • Target Sector: Technology and Industrials sector in the Indo-Pacific region
  • Value Creation: Preference for “expert capital” investment opportunities where the Sponsor Group can actively partner with management teams to build fundamental and long-term equity growth in the company
  • Investment Themes: Focus on critical technology and macro-growth shifts with multi-year tailwinds, such as Industry 4.0, next generation semiconductors, cloud/edge computing, artificial intelligence (AI), medical life sciences, and supply chain resiliency for advanced engineering
  • Target Profile: Companies with leadership or disruptive potential, and able to serve global or continental markets. Focus on companies and business models that have reached sufficient business size to generate superior economies of scale as they grow
  • Leadership Profile: Seasoned, expert leadership teams with deep experience, relationships and operating track record. Target leadership teams whose skills and experience will be synergistic with the Sponsor Group’s expertise in building companies
  • Deal Structure: Primary capital investment, or a mixed primary and secondary investment. The Sponsor Group also has significant experience in creating successful investment outcomes through founder/owner recapitalisations and transitions
  • ESG: Committed to espousing positive ESG practices. This commitment is reflected across the fundamental investment lifecycle and investment policies for the Sponsor Group, from investment sourcing through long-term value creation.
Growth Drivers

Source: Company prospectus, Statista, S&P Global Market Intelligence, S&P Capital IQ

Note: While the SPAC will use these criteria and guidelines in evaluating business combination opportunities, they may decide to enter into an initial business combination with a target business or businesses that does not meet all of these criteria and guidelines.

Sponsor Details

The sponsor, Novo Tellus PE Fund 2, L.P. (principal fund of the Sponsor Group) was established to make private equity investments in the Technology and Industrials sector (also the SPAC’s target sector) in the Indo-Pacific region.

The sponsor is backed by a Sponsor Group (comprising Novo Tellus Capital Partners, and the private equity funds which Novo Tellus Capital Partners advises) with a clear, repeated track record of successful investments in Technology and Industrials companies. Specifically, the Sponsor has a track record of generating strong equity growth and return on their SGX listed portfolio companies over the last decade (refer to page 22 of prospectus for more details).

The Sponsor Group prides itself on being “builders first, investors second” and believes it has the expertise for finding and building investment value in the target sectors summarized as:

  • Proven track record of generating returns on the SGX. Clear track record of investments in companies listed on the SGX, generating strong returns (aggregated equity growth of 312% through 30 Sep 2021). Developed proven expertise to grow long-term investor support and garner premium equity outcomes over time
  • Sector and regional focus, experience, and expertise. Focus on critical technology and macro-growth shifts with multi-year tailwinds in the Indo-Pacific region in target sectors. Proprietary deal access (c. 90% of investments are proprietary) through network of business leaders/companies in the Indo-Pacific region. Specialised team of investors with deep experience, possessing engineering and operating skillset/expertise to work closely with management teams to drive returns over time
  • Ability to build long-term value. Proven experience with companies listed on SGX across multiple roles as investors, partners and directors. Proven playbook of using deep sector expertise to work closely with portfolio companies to identify growth markets, focus strategy and execute operationally, in order to build fundamental growth in business scale and profits
  • Commitment to growing with investors by aligning interests. Committing to an unique approach for the SPAC, ensuring interests are aligned with all investors for short, medium and long term. These are in the form of Sponsor IPO Investment Units, lock-up period, 100% of gross proceeds in escrow, and public warrant redemption

*Note: Indo-pacific region refers to: Australia, India, Indonesia, Japan, Malaysia, New Zealand, the Phillippines, Singapore, South Korea, Thailand and Vietnam

Key Product Information

  • Offering and subscription details: 30.0 million units (or up to 32.0 million if over-allotment fully exercised)
    • Offering price of S$5.00 per unit (see unit details below)
    • Offering and subscription consists of: Cornerstone units (16.0 million), Offering Units (10.0 million), Sponsor IPO Investment units (4.0 million). Subjected to over-allotment
    • Sponsor IPO Investment units are locked up until six months after completion of business combination
  • Unit Details: Each unit comprises one Class A Share and ½ of one public warrant
    • Automatic detachment of Units into shares and warrants on 45th calendar day from listing date (14 Mar 2022) with trading on separate counters to commence from detachment date (fractional warrants will be disregarded upon detachment)
    • Unitholders will be credited with SPAC shares and warrants two market days post detachment date
    • Each whole public warrant entitles holder to subscribe for one class A share at S$5.75 per class A share
    • Public warrants only become exercisable on later of i). date falling 30 days post completion of initial business combination; and ii). date falling 12 months from date of closing of offering
    • Warrants have an exercise price of S$5.75 per share and will expire five years post completion of initial business combination completion, or earlier upon redemption of warrants or liquidation

Note: Detachment dates for different SPACs can vary and investors are advised to look out for a SPAC’s announcement on SGXNET and/or their prospectus. Fractional warrants within units for different SPACs can vary and the information can be found in the relevant prospectus.

  • Escrow Account: 100% of gross Offering proceeds, issue and sale of Cornerstone Units, Sponsor IPO Investment and additional units (if over-allotment option exercised) to be placed in an escrow account
    • May be used for completion of initial business combination and payment of deferred underwriting commissions, liquidation, redemption
    • Escrow funds may only be invested in permitted investments, with interest earned potentially used to pay for SPAC’s administrative expenses (in connection with Offering), general working capital expenses, and related expenses for identifying and completing a business combination
  • Time Period to Complete Business Combination
    • Aims to complete business combination within 24 months from listing date
    • If SPAC entered into a legally binding agreement for a business combination before the end of the 24-month period, it shall have up to not more than 12 months from relevant deadline to complete the combination (subject to overall maximum timeframe of 36 months from listing date and meeting certain conditions set out in SGX Listing Manual)

 

Key risks (page 56 to 92 of the prospectus for the full list of risk factors)

  • Newly incorporated SPAC, with no operating history and no operating results, and no basis on which to evaluate its ability to achieve its business objective
  • Unable to ascertain merits or risks of any particular target business’s operations as there are no specific business combination targets selected (to pursue initial business combination)
  • Requirement of timeframe to complete initial business combination may give potential targets leverage over the SPAC in negotiating a business combination and may limit amount of time for due diligence
  • May not be able to complete initial business combination within the permitted timeframe
  • May seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings

 

Additional Information from IPO Prospectus

IPO details

  • Offer price at S$5.00 per unit
  • Offered units 10.0 million units (or 12.0 million if Over-allotment Option exercised in full)
    • 9.5 million units under International Offering
    • 0.5 million units under Singapore Public Offer
  • Cornerstone investors to subscribe for 16.0 million Cornerstone Units
  • Sponsor to subscribe for 4.0 million Sponsor IPO Investment Units
  • Estimated IPO market capitalisation at S$150.0 million (based on 30.0 million shares from Offering, Cornerstone and Sponsor IPO Investment Units)
     

Commitment to Growing with Investors by Aligning Interests

  • 4.0 million shares (S$20.0 million) via subscription of Sponsor IPO Investment Units and placed in escrow account
  • Sponsor IPO Investment Units, Founder Shares, Private Placement Warrants, Contingent Capital Warrants (if any) will be subject to lock-up from date of underwriting agreement until date falling six months post completion of initial business combination
  • Founder Shares (Promote Shares) will also be subject to further lock-up for six months after completion of initial business combination
  • Sponsor’s At-risk capital comprising of up to 8.0 million Founder Shares, and 14.0 million Private Placement Warrants to be subscribed on or concurrently with closing of the Offering
     

Private Placement Warrants

  • Sponsor agreed to subscribe for 14.0 million Private Placement Warrants at S$0.50 per warrant (will not be placed in escrow)
  • The SPAC may also call for additional capital of up to S$2.0 million from the Sponsor via subscription of up to 4.0 million Contingent Capital Warrants (via private placement at S$0.50 per warrant)
  • Gross proceeds from private placement warrants will be used to pay listing and application fees, underwriting commissions, professional fees, miscellaneous offering expenses, and general corporate and working capital purposes


Warrant Redemption (page 34 of the prospectus for more details)

  • Once public warrants become exercisable, the SPAC may redeem outstanding Public Warrants (when the price per Class A share equals or exceeds S$9.00/share)
  • Investors will be informed of the redemption via a written notice of redemption at least one month prior to the warrant redemption date
  • Public warrant holders may exercise their warrant holdings in cash and any unexercised warrants outstanding shall be automatically redeemed and settled on a “cashless basis” on redemption date. (Note: warrant redemption rights do not apply to Private Placement and Contingent Capital Warrants)

 
Cornerstone Investors

  • The following Cornerstone Investors subscribed to 16.0 million Cornerstone Units at the Offering Price:
    • Affin Hwang Asset Management Berhad
    • Venezio Investments Pte. Ltd.
    • Asdew Acquisitions Pte Ltd.
    • DBS Bank Ltd. (on behalf of certain wealth management clients)
    • DBS Bank (HK) Ltd. (on behalf of certain wealth management clients)
    • Fortress Capital Asset Management (M) Sdn Bhd
    • Gerald Oh (Director of Intuitive Capital Pte. Ltd., an investment research firm)
    • Heritas Capital Management Pte. Ltd.
    • KSC (S) Pte. Ltd
    • Maxi-Harvest Group Pte. Ltd.
    • Ronald Ooi (Chairman of Yuanta Securities Asia Financial Services)
    • Target Asset Management Ptd Ltd.
    • UBS Asset Management (SG) Ltd. In capacity as investment advisor for NINETEEN77 Global Mutli-Strat Alpha Master)
       
  • Redemption, Voting and Liquidation Rights

                      Redemption (page 47 of prospectus)

    • Shareholders holding Class A shares (other than Sponsor, Executive Directors, Executive Officers and respective associates) can elect to exercise their rights to redeem their shares for pro rata portion of funds in escrow at time of business combination vote
    • Decision to redeem is regardless of whether shareholders vote for or against the business combination

                      Voting (page 46 of prospectus)

    • Shareholders to receive invitation to EGM (to seek approval for initial business combination) at least 21 calendar days before
    • Business combination must be respectively approved by a simple majority of Independent Directors, and an ordinary resolution passed by Shareholders at the EGM
    • Sponsor, Executive Directors, Executive Officers and respective associates not permitted to vote

                      Liquidation

    • SPAC will be subjected to liquidation in the event a business combination is not completed within the requisite time period
    • All assets of the SPAC (including all funds held in escrow account) will be calculated and returned to shareholders on a pro-rata basis
    • SPAC warrants will be deemed expired and warrant holders are not entitled to liquidation distribution
    • Joint Global Coordinators, Joint Bookrunners and Joint Underwriters have agreed to waive their rights to deferred underwriting commissions in escrow
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