1Strictly Private & Confidential 1
(HKSE Stock Code: 304)www.peacemark.com
Possible Major Possible Major TransactionTransaction--
Sincere Watch Sincere Watch
Dec 2007Dec 2007
Presentation to Presentation to InvestorsInvestors
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Important Information
This presentation contains “forward-looking statements” that are not historical in nature. These forward-looking statements, which include, without limitation, statements regarding Peace Mark’s future results of operations, financial condition or business prospects, are based on the current beliefs, assumptions, expectations, estimates, and projections of the directors and management of Peace Mark about the business, the industry and the markets in which Peace Mark operates. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond Peace Mark’s control and are difficult to predict. Actual results could differ materially from those expressed, implied or forecasted in these forward-looking statements for a variety of factors.
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Important Information & Disclaimer• These materials and any associated oral information (together, the “information”) are derived only from publicly available information on or prior to the date of this document. The presentation has been prepared by Peace Mark (Holdings) Limited (“Peace Mark”) for information purposes only, and no reliance should be placed on it. • Peace Mark has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources. Any views contained in the information are based on financial, economic, market and other conditions prevailing as of the date of this document, which are derived only from publicly available information on or prior to the date of this document. • This document does not constitute any form of financial opinion or recommendation on the part of Peace Mark or any of its subsidiaries or associated companies and investors should not construe the contents of this document as legal, business, financial or tax advice. • No party’s auditors, nor any other independent accountants, have reviewed this document, nor have they expressed any opinion or given any form of assurance on such information or its achievability. This document is not a guarantee of performance. There are risks, uncertainties and assumptions. Peace Mark has no intention to update or revise this document.• To the maximum extent permitted under law, Peace Mark and its affiliates or any of their respective officers, employees, advisers, representatives or agents disclaim all responsibility and liability (whether direct or indirect, in contract, tort or otherwise) relating to the information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. No representations, undertakings, warranties or covenants, express or implied, are made by Peace Mark and its affiliates or any of their respective officers, employees, advisers, representatives or agents as to the accuracy or completeness of the information contained herein, and nothing contained in this document is, or shall be relied upon as, a promise, representation, undertaking, warranty or covenant by Peace Mark and its affiliates or any of their respective officers,employees, advisers, representatives or agents .• Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. • The information is not an offer to buy or sell or a solicitation of an offer to buy or sell any loan, security or instrument.
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1 Transaction Overview
2 Overview of Sincere Watch Limited
3 Transaction Rationale
4 Financial Impact
5 Other Matters
Table of Contents
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1. Transaction Overview
Transaction
Pre-conditional voluntary offer (“Offer”) to acquire all issued ordinary shares (“Shares”) of Sincere Watch Limited ( “Sincere Watch”)TBJ Holdings Pte Ltd (“Major Shareholder”), which holds a 50.67% interest in Sincere Watch has provided an irrevocable undertaking to accept the Offer in respect of all its shares
Consideration
Combination of cash and new ordinary shares of Peace Mark (Holdings) Limited (“New Peace Mark Shares”)
S$2.051 in cash per share; and 0.228 New Peace Mark Shares at the issue price of HK$12.096 per New Peace Mark Share
Implies 100% equity valuation of S$530m Implies premium of 11% to the closing price of S$2.32 per Sincere Watch Share on 6th December 2007Valuation developed based on willing buyer/seller negotiations with reference to comparable transaction multiples and premiums
Timing
The announcement released on 7th December.2007 is a pre-conditional voluntary offer. A possible major transaction announcement was made by Peace Mark on the same dateUpon satisfaction of the pre-conditions (outlined on page 28), no later than four months after date of the pre-conditional offer announcement, the firm intention to make the Offer will be announced
Financing Details on financing of the Offer will be set out in the firm offer announcement
Other
Three year lock up period for the New Peace Mark Shares received by the Major Shareholder as part of the Offer ConsiderationProposed appointment of Mr. Tay Liam Wee as Executive Director of Peace Mark on completion of the Offer
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Transaction Overview
Assuming exchange rate: SGD1:HKD5.385 from Bloomberg
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The Offer will be unconditional as to acceptances once the Major Shareholder accepts the Offer
Based on the irrevocable undertaking by the Major Shareholder, it will tender its shares representing 50.67% in Sincere Watch in acceptance of the OfferUpon receipt of this acceptance the Offer becomes unconditional as to acceptances
Peace Mark does not intend to avail itself of powers of compulsory acquisitionIt is Peace Mark’s desire to maintain the present listing status of Sincere on the Main Board of the SGX-STAccordingly Peace Mark will, if required, take steps necessary to restore the minimum public float (proportion of issued shares held by the public is at least 10%)
50 – 90% acceptance
There are two scenarios depending on the level
of shareholder acceptances
Greater than 90% acceptance
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2. Overview of Sincere Watch Limited
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Incorporated in 1977, Sincere Watch is one of the oldest and most established retailers and distributors of luxury watches inAsia
Listed on SGX since 1993, and subsequently on the SGX-ST since 2005
Multi-brand stores operating in the name of Sincere and Emotus
Mono-brand boutiques for brands like Franck Muller, de Grisogono, Omega, Longines and Vacheron Constantin
Operates a network of 38 self-operated points of sales, and distributes through a network of 41 dealer-operated points of sales
Carries a portfolio of over 40 internationally acclaimed brands
Exclusive agency rights for 14 brands, such as Franck Muller, de GRISOGONO, A. Lange & Söhne and F.P. Journe
Introduction to Sincere Watch
Source: Bloomberg, Sincere Watch Limited Annual Report 2007 and Website: www.sincere.com.sg
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Sincere Watch operates a wide regional network across 12 countries carrying over 40 international brands
Source: Sincere Watch Limited Annual Report 2007 and its website at www.sincere.com.sg
Southeast Asia, 72.5%
Northeast Asia,
27.5%
FY2007 external revenue breakdown by geography
A.Lange & SohneBovet
ChaumetCvstos
DeGrisogonoF.P. Journe
Franck Muller
L.U.C. by ChopardMartin Braun
MazzuoliPierre Kunz
Richard HarbringRodolphe
Zenith
Sincere Watch’s Exclusive Brands
SingaporeMulti-brand: 8Mono-brand: 4
Self-operated Points of Sale• 17 Multi-brand Points of Sale• 21 Mono-brand Points of Sale
MalaysiaMulti-brand: 3Mono-brand: 2
BangkokMulti-brand: 4Mono-brand: 1
IndiaMulti-brand: 1
IndonesiaMono-brand: 4
South KoreaMono-brand: 3
PhilippinesMono-brand: 1
VietnamMulti-brand: 1
Hong KongMono-brand: 3
Mainland ChinaMono-brand: 1
MacauMono-brand: 1 Taiwan
Mono-brand: 1
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Business Strategy
Sincere Watch
Aim to open more stores in the Southeast Asian region as regional economies continue to expandRise of “Luxe” tourism through things like integrated Resorts / Casino and F1 Grand Prix in SingaporeRapid increase in numbers of high net worth individuals in IndiaIncrease marketing activitiesAcquisition of new agencies and dealershipsLaunch of the Sincere Watch Academy to educate and communicate with the public
Sincere Hong Kong
Sole distributor of Franck Muller Watches and accessories in Hong Kong, Macau and the PRC. Also representative of four other exclusive luxury brands – de Grisogonos European Company Watch, Pierre Kunz and CvstosFocus on marketing and brand management activitiesLaunch innovative retail concepts and marketing platforms such as refurbished storesExpand product portfolio to include new luxury brands with growth potentialMaintain strong relationships with Swiss watch principalsAcquired SWTW, a luxury watch distribution company in Taiwan in October 2006 and subsequently took over the entire business (including the sole exclusive distribution rights of Franck Muller watches and accessories in Taiwan) from its parent, Sincere Watch Limited
Source: Sincere Watch Limited Annual Report 2007Source: Sincere Watch (Hong Kong) Limited Annual Report 2007
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Sincere WatchHistorical Financial Information
Year End 31 Mar (US$ m) 2005A 2006A 2007AIncome StatementSales 194 191 (b) 230Gross Profit (a) 49 52 60- Margin 25% 27% 26%Net Profit 11 21 (c) 16- Margin 6% 11% 7%
Balance SheetTotal Assets 153 191 194Net Assets 55 79 87
Notes:
a) Gross profit is determined as profit taking into account the revenue generated from sales of goods and rendering of services, and after changes in inventories of goods for resale and after purchases of goods for resale
b) Sales declined marginally due to the refurbishment of key shops that resulted in a temporary discontinuance of sales, as well as the cessation of one of the travel retail concessions at Singapore Changi Airport
c) Net profit includes a one-time gain of S$10.6m (US$6.4m) realised from the listing of Sincere (Hong Kong) Limited
Assuming average exchange rates for the years ended 31 March 2005, 2006 and 2007 of US$1:S$1.6754, US$1:S$1.6623 and US$1:S$1.5649 respectivelySource: Sincere Watch Limited Annual Reports 2005, 2006 and 2007
2007/12/7 13
Sincere WatchLatest Financial Performance
(US$ m) 1H07 1H08 YoY growth (b)
Revenue 100 129 24%
Gross Profit (a) 24 33 30%
Net Profit 4 7 84%
EPS (S$ cents) 2.53 4.51 78%
Notes:a) Gross profit is determined as profit taking into account the revenue generated from sales of goods and
rendering of services, and after changes in inventories of goods for resale and after purchases of goods for resale.
b) YoY growth is based on Singapore Dollar denominated financials.
Assuming average exchange rates for the half years ended 30 September 2006 and 2007 of 1.5844 and 1.5207 respectivelySource: Sincere Watch Limited Interim Report 2007 for the period ended 30 September 2007
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Sincere Watch has recorded strong historical financial performance and growth
Note: 1 CAGR represents the Compound Annual Growth RateAssuming average exchange rates for the years ended 31 March 2003, 2004, 2005, 2006 and 2007 of US$1:S$1.7684, US$1:S$1.73, US$1:S$1.6754, US$1:S$1.6623 and US$1:S$1.5649 respectivelySource: Sincere Watch Limited Annual Reports 2004, 2005, 2006 and 2007
Note: a) FY2006 net profit includes a one-time gain of S$10.6m (US$6.4m) realised from the listing of Sync Hong Kong
Revenue
126149
194 191230
0
100
200
300
FY2003 FY2004 FY2005 FY2006 FY2007
US$ m
FY2003 – FY2007 CAGR 1: 13% per annumNet profit
711 11
21
16
0
5
10
15
20
25
FY2003 FY2004 FY2005 FY2006 (a) FY2007
US$ m
FY2003 – FY2007 CAGR 1: 19% per annum
Total assets
102 117153
191 194
0
100
200
FY2003 FY2004 FY2005 FY2006 FY2007
US$ m
FY2003 – FY2007 CAGR 1: 14% per annumNet assets
3747 55
79 87
0
25
50
75
100
FY2003 FY2004 FY2005 FY2006 FY2007
US$ m
FY2003 – FY2007 CAGR 1: 20% per annum
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Sincere WatchCurrent Shareholding Structure
TBJ Holdings
Sincere Watchstock code – SIN
Sincere Hong Kongstock code – 444
50.67%
75.0%
Source: Singapore Exchange website at www.sgx.com and Hong Kong Exchanges and Clearing Limited website at www.hkex.com.hkas of 6 December 2007
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Tay Liam Wee, Group MD/CEO of Sincere Watch and Executive Chairman of Sincere Hong KongResponsible for the overall formulation of business strategies and development of Sincere WatchHas led Sincere Watch to its current growth phase involving the implementation of various expansion strategies and plansWon the Lifestyle & Retail Entrepreneur of the Year 2004, Ernst & Young Entrepreneur of the Year Singapore 2004 and Tourism Entrepreneur of the Year 2005 from the Singapore Tourism Board
Soh Gim Teik, CFO of Sincere Watch and Non-Executive Director of Sincere Hong KongFinance Director/CFO and Company Secretary since 1993 and 1982 respectivelyResponsible for Sincere Watch’s financial, legal and related corporate mattersAwarded the Best CFO of the Year at the Singapore Corporate Awards 2006 under the category of the Main Board Listed Companies by Market Capitalisation below S$500 million
Kevin Chau, Executive Vice-Chairman of Sincere Hong KongResponsible for the overall development of the North Asia market for Sincere Hong KongPreviously, Kevin was the Principal Officer for an investment company in Hong Kong dealing in real estate and the food and beverage industries in China. He also set up his own real estate investment company in California, USA in 1990
Tay Liam Wuan, CEO of Sincere Hong KongResponsible for all aspects of Sincere Hong Kong’s operations in North AsiaPreviously, Liam Wuan was the Marketing Manager for Sincere Watch and also worked in the finance industry before joining the company
Sincere Watch is led by a successful management team and Peace Mark intends to retain the team
Source: Sincere Watch Limited Annual Report 2007 and Sincere Hong Kong Annual Report 2007
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3. Transaction Rationale
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Overview of Transaction Rationale
Peace Mark’s offer
consistent with strategy to
expand luxury retail
operations
Expansion of luxury retail operations in the PRC and other key markets on a larger scale and within a shorter timeframe than would be possible through organic expansionSincere Watch has the expertise and experience in the luxury watch retail segmentSeveral of Sincere Watch’s portfolio brands enjoy strong customer following and demandAllows Peace Mark to develop relationships with leading watch makersEconomies of scale leading to increased purchasing power and comparatively lower costs
Geographic expansion
Sincere Watch operates luxury watch retail shops in markets where Peace Mark has no existing operations, namely Singapore, Malaysia, Thailand, India, Australia, South Korea and Indonesia
Complementary operations and
skills
Complementary strengths and focus of Peace Mark, Sincere Watch and Sincere Hong Kong Combined management depth of Peace Mark and Sincere Watch
Source: Announcement dated 7 December 2007 in respect of the pre-conditional voluntary offer by an indirect wholly-owned subsidiary of Peace Mark for Sincere Watch
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The combined Peace Mark / Sincere Watch group will be one of the largest luxury watch retailers in AsiaCurrent position
• Portfolio of over 40 luxury brands• Portfolio of over 100 mid-range brands• Exclusive agency rights to 65 mid-
range brands
• Portfolio of over 70 luxury brands• Portfolio of over 100 mid-range brands• Exclusive agency rights to 14 luxury
brands and 65 mid-range brands
• 92 self-operated luxury stores• 958 mid-range points of sales
• 130 self-operated luxury stores• 41 dealer-operated points of sales• 958 mid-range points of sales
• Operations in Mainland China, HK and Taiwan
• Operations in 12 countries, mainly Greater China, Singapore
Source: Peace Mark Interim Report, 1H2008 and Sincere Watch Limited Annual Report 2007
Proposed enlarged group post-transaction
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• Specialise in brand management for brands including Franck Muller and operation of luxury retail outlets in Hong Kong
Maximising the potential of the enlarged group with complementary operations and focus
• Continues to develop its own brand retail network and distribution channels in South East Asia and other new markets such as India
•A vertically integrated watch company providing the largest retail and distribution platform for mid-range, luxury watch brands and jewellery
•A consolidated entity covering the whole of Asia
•A market leader in Asia
Peace Mark Sincere
Sincere Hong Kong
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Possible Post-transaction Shareholding Structure
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Free FloatTBJ Holdings
(ex-Sincere Watch major shareholder)Chairman and CEO
Peace Mark (Holdings) Limited
Sincere Watch Limited
Sincere Watch (Hong Kong) Limited
59.63%
100%
75%
36.04% 2.19%
Anticipated Post-acquisition structure (assuming 100% final acceptance of GO)
Source: Singapore Exchange website at www.sgx.com and Hong Kong Exchanges and Clearing Limited website at www.hkex.com.hk as of 6 December 2007
Peace Mark (B.V.I.) Limited
A-A United Limited
100%
100%
Other Sincere Watch shareholders
2.13%
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Ultimately this transaction is centered around best positioning Peace Mark to benefit from market developments
Hong Kong, Singapore and Mainland China together accounted for 25% of Swiss watch exports in 2006
Swiss watch import growth for the first half of 2007 was 28% and 19% for Mainland China and Hong Kong, respectively
Asia Pacific region holds 27.1% of the global High Net Worth Individual ( HNWI ) population, according to a research report in 2007 carried out by Capgemini and Merrill Lynch
Singapore, India and Indonesia were some of the fastest-growing HNWI populations in the world, with 2006 gains of 21.1%, 20.5% and 16%, respectively
The HNWI wealth distribution in the Asia-Pacific Region for 2006 is:- Japan 44%, Hong Kong and Mainland China 26%
As at September 2007, Hong Kong, Singapore and Mainland China are the number 1, 6 and 7 importers of Swiss watches respectively in terms of value
Hong Kong is a trading hub for Swiss watches in North Asia whereas Singapore is the trading hub for Swiss watches in South East Asia
Mainland China and India are amongst the highest growth markets for luxury productsSources: Federation of Swiss Watch Industry FH, Asia-Pacific Wealth Report 2007
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4. Financial Impact
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Overview of Financial Impact
After completion of the Offer, the financials of Sincere Watch will be consolidated as a subsidiary of Peace Mark Group
With the listing status of Sincere Watch and Sincere Hong Kong, there will be two additional listed vehicles
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Combined Financials FY2007
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FY2007(USDm)
Peace Mark Sincere Watch Combined
Revenue 390.8 229.6 620.3
EBITDA 58.0 22.0 79.9
EBIT 48.9 20.1 69.0
Profit Before Taxation 42.8 19.6 Uncertain (depends on the % of acceptance of the Offer)
Net Profit After Taxation 39.1 16.2 Uncertain (depends on the % of acceptance of the Offer)
Minority Interest 0.6 1.5 Uncertain (depends on the % of acceptance of the Offer)
Net Profit After Taxation attributable to equity holders of the company
38.6 14.7 Uncertain (depends on the % of acceptance of the Offer)
(1) This column is calculated by adding together the figures in the “Peace Mark” and “Sincere Watch” columns The consolidated financial figures of Net Profit After Taxation attributable to equity holders of the company, Net Profit After Taxation, Profit Before Taxation, are subject to the % of acceptance of the offer and the total debt raised through bank loans and the interest cost arising from such borrowings as well as the tax rate
Source: Financial information extracted from Sincere Watch and Peace Mark 2007 Annual ReportsAssuming average exchange rates for the year ended 31 March 2007 of US$1:S$1.5649 and US$1:HK$7.7808
(1)
EBITDA: Earnings before interest, taxation, depreciation and amortizationEBIT: Earnings before interest and taxation
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Assumptions of maximum acceptance of Offer
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Shareholding in Sincere100%
Total Consideration (USD) 366m
Consideration in cash (USD) 293m
Consideration in shares (USD) 73m
Additional shares to be issued 47.1m
% of the enlarged capital 4.3%
Notes:a) Maximum consideration of S$530m or equivalent to USD366m: 100% acceptance of the Offerb) Based on S$2.564 per Sincere Watch Share and approximately HK$13.807 per Sincere Watch
Share equivalent
Source: Financials extracted from the related announcements by Peace Mark on 7 December 2007Assuming exchange rate: USD1:S$1.4477 and S$1:HKD5.385 from Bloomberg
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5. Other Matters
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Other MattersUpon satisfaction of the following pre-conditions no later than four months after the date of the pre-conditional including offer announcement, the firm intention to make the Offer (“Firm Offer Announcement”) will be announced:
• clearance by the Stock Exchange of Hong Kong Limited (“SEHK”) of Platinum’s circular to its shareholders and clearance of documents or announcements required by the Hong Kong Securities and Futures Commission and/or the SEHK, for or in connection with the structure of the Offer; and
• the passing of all resolutions as may be necessary to approve the making of the Offer at a general meeting of the shareholders of Platinum (or any adjournment thereof)
After the firm intention to make the Offer is announced, the expected timeline is anticipated to be as follows:
Firm Offer Announcement
Despatch of offer document
14 – 21 days
Acceptance by Major Shareholder
0 – 3 business days
First possible closing day
28 days
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Management of execution risks
Continuation of Sincere Watch management team post-acquisition
Existing controlling shareholder will receive 20% of the offer consideration for its Sincere Watch shares in the form of Peace Mark shares
This aligns the interests of both parties
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Directors’ Responsibility Statement
The directors of Peace Mark (Holdings) Limited (“Peace Mark”) (including any who may have delegated detailed supervision of these presentation materials) have taken all reasonable care to ensure that the facts stated and all opinions expressed in these presentation materials are fair and accurate and that no material facts have been omitted from these presentation materials, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, in relation to Sincere Watch Limited), the sole responsibility of the directors of Peace Mark has been to ensure through reasonable enquires that such information has been accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in these presentation materials.