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2.2.01 Prospectus - Soilbuild Construction Group Ltd. Dated 17 May 2013

2.2.01 Prospectus - Soilbuild Construction Group Ltd. Dated 17 May 2013

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Published by: Mu Quek Siong on May 17, 2013
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Joint Underwriters and Joint Placement AgentsIssue Manager
PROSPECTUS DATED 17 MAY 2013
(Registered by the Monetary Authority of Singapore on 17 May 2013)
 This document is important. If you are in any doubt as to the action you should take,you should consult your legal, financial, tax or other professional adviser.
Soilbuild Construction Group Ltd.
(Company Registration No.: 201301440Z)(Incorporated in the Republic of Singapore on 14 January 2013)
Invitation in respect of 168,000,000 New Shares comprising:(a) 2,000,000 Offer Shares at S$0.25for each Offer Share by way of public offer; and(b) 166,000,000 Placement Shares at S$0.25for each Placement Share by way of placement,payable in full on application.
We have made an application to the Singapore Exchange Securities TradingLimited (the “SGX-ST”) for permission to deal in, and for quotation of, allthe ordinary shares (the “Shares”) in the capital of Soilbuild ConstructionGroup Ltd. (the “Company”) already issued, the new shares which arethe subject of this Invitation (the “New Shares”), the Shares which may beissued upon the exercise of the options to be granted under the SoilbuildConstruction Employee Share Option Scheme (the “Option Shares”) andthe Shares which may be issued upon the release of the share awards tobe granted under the Soilbuild Construction Performance Share Plan (the“Performance Shares”). Such permission will be granted when we havebeen admitted to the Official List of the SGX-ST.
The dealing in andquotation of the Shares will be in Singapore dollars.
 Acceptance of applications willbe conditional upon,
  inter alia
, permission beinggranted by the SGX-ST to deal in,and for quotation of, all the existing issued Shares, the New Shares, theOption Shares and the Performance Shares. If the completion of the Invitationdoes not occur because the SGX-ST’s permission is not granted or for anyother reasons, monies paid in respect of any application accepted will bereturned to you at your own risk, without interest or any share of revenue orother benefit arising therefrom and you will not have any claims against us,the Issue Manager, the Joint Underwriters or the Joint Placement Agents(each as defined in this Prospectus). The SGX-ST assumes no responsibility for the correctness of any of thestatements made or opinions expressed or reports contained in thisProspectus. Admission to the Official List of the SGX-ST is not to be takenas an indication of the merits of the Invitation, our Company, our Subsidiaries,our Shares, the New Shares, the Option Shares or the Performance Shares. A copy of this Prospectus, together with a copy of the Application Forms, hasbeen lodged with and registered by the Monetary Authority of Singapore (the“Authority”) on 10 May 2013 and 17 May 2013, respectively. The Authorityassumes no responsibility for the contents of this Prospectus. Registrationof this Prospectus by the Authority does not imply that the Securities andFutures Act, Chapter 289 of Singapore, or any other legal or regulatoryrequirements, have been complied with. The Authority has not, in any way,considered the merits of the Shares being offered or in respect of whichan invitation is made, for investment. We have not lodged or registered thisProspectus in any other jurisdiction.
Investing in our Shares involves risks which are described in thesection entitled “Risk Factors” of this Prospectus.
No Shares will be allotted on the basis of this Prospectus later than sixmonths after the date of registration of this Prospectus by the Authority.
 
 A1-Graded Construction Group with Design and Build, Turnkey and ProjectManagement Services
36-year track record in constructing businessspaces, HDB and condominiums, includingprojects from our Controlling Shareholder Group
We are a general construction company with over 36 years of experience during whichwe have handled a wide range of projects, from residential buildings to conservationhouses, schools, churches, industrial buildings and business parks. Projects inwhich our Subsidiary, Soil-Build, acted as the main contractor, have won severalarchitectural and environmental awards over the years. As at the Latest Practicable Date, our order books based on letters of intent,secured contracts and variation orders amounted to approximately S$511.2million. Our on-going projects include, amongst others, three public housingprojects with HDB in Ang Mo Kio, Bukit Batok and Tampines, a research anddevelopment building in Changi Business Park, a mixed development at LavenderStreet and four ramp-up developments in Bukit Batok, Mandai and Yishun.Soil-Build is graded A1 by BCA. This allows us to tender for public sectorprojects in Singapore of unlimited contract value. Our track record inpublic sector projects also puts us in good stead as we competein future tenders by HDB and other public agencies.In connection with the proposed expansion of ourconstruction business into Myanmar, as at the LatestPracticable Date, we have securedtwo contracts there to provideprofessional consultancyand project managementservices and projectmanagement consultancyservices for fourdevelopments inMyanmar. We intend tofurther strengthen ourpresence there.
This overview section is qualifi ed in its entirety by, and should be read inconjunction with, the full text of this Prospectus. Meanings of capitalised terms used may be found in the sections entitled “Defi nitions” and “Glossary of Projects” of this Prospectus.
 
Competitive Strengths
COMPREHENSIVE SUITE OF CONSTRUCTIONSERVICES
• We are able to provide attractive and effective solutions,such as one-stopend-to-end construction services andproject management solutions under our design and builddelivery model.Our project management team of project managers, architectsand engineers, offers multi-disciplinary capabilities spanningthe full construction cycle that ensures seamless transitionfrom design to delivery.
PART OF AN INTEGRATED PLATFORMWITH THE CONTROLLING SHAREHOLDERGROUP
• Being part of an integrated platform with our ControllingShareholder Group ensures better earnings visibility.Our Controlling Shareholder Group awarded us projects thatcontributed to 100.0%, 83.7% and 58.4% of our revenue inFY2010, FY2011 and FY2012 respectively.We expect that after listing on the SGX-ST, we would continueto solicit for construction contracts from our ControllingShareholder Group.
MULTI-PROPERTY SECTOR APPROACHDIVERSIFIES OUR RISKS
We are capable of executing business space and both publicand private residential property construction projects. Thismulti-property sector approach allows our Group to shift ourfocus should there be a slowdown in any particular sectorof the property market.
ENTRENCHED POSITION AND SOIL-BUILD’S A1 BCA GRADING POSE SIGNIFICANTBARRIERS TO ENTRY 
• It would be diffi cult to replicate our Group’s knowledgeand understanding of the construction industry and therelationship network we have established in Singapore.Being one of the local construction companies that is graded A1 by the BCA, Soil-Build can tender for public sector projectsin Singapore of an unlimited contract value.
STRONG MANAGEMENT TEAM WITHSIGNIFICANT INTELLECTUAL CAPITAL
• Our team of Executive Offi cers has signifi cant industryexperience and is able to meld property development andconstruction industry expertise to offer optimal cost-effectivesolutions to clients.
EFFECTIVE COST-CONTROL ANDOPERATIONAL EFFICIENCY KEEP USCOMPETITIVE
Our design and build projects are developed with constructabilityin mind, leading to savings in construction costs and time.We have been increasing the use of pre-cast concrete work to reduce reliance on labour and shorten construction time,and will continuously explore and adopt more techniques,systems and technologies to enhance our cost efficiencies.
WE HAVE A PROVEN TRACK RECORD
• We have over 36 years of experience in the constructionbusiness. Three of the construction projects in which wehave been involved during the Period Under Review havewon seven awards to-date.We believe that our track record has earned the confidenceof our customers as well as architects and consultants whohave worked with us in the past.
 
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