Corporate

Corporate Profile

Listed on SGX Catalist (previously known as the SGX-SESDAQ) on 23 December 2004 and upgraded to the Mainboard on 18 June 2009, Envictus International Holdings Limited (“Envictus” or “the Group”), is an established Food and Beverage (“F&B”) Group. The Group has an established portfolio of businesses and brands operating under its key business divisions.

Founded in 1997, the Group started as a manufacturer and distributor of sweetened condensed milk and evaporated milk and in the years following its listing, has evolved into a diversified F&B player vide several acquisitions. In June 2014, the Group unlocked shareholders’ value in the business through the disposal of its investment in the Dairies and Packaging divisions and the relevant intellectual properties to Asahi Group Holdings Southeast Asia Pte. Ltd.

The Group’s current business divisions comprise Trading and Frozen Food, Food Services (Texas Chicken, San Francisco Coffee and The Delicious Group), Nutrition as well as Food Processing. The Food Processing Division’s business segments are Bakery, Butchery, Beverages, and Contract Packing for Dairy and Juice-based drinks.

Envictus’ operating facilities are located in Malaysia and New Zealand. Apart from Malaysia, the Group’s products can be found elsewhere such as New Zealand, Australia, China, Dubai, Singapore, Pacific Islands, Brunei, Thailand, Indonesia, Cambodia, Papua New Guinea, Maldives, Maradi Niger, Bahrain, Korea and Japan. The Group’s products are traded under various brand names like San Francisco Coffee, Gourmessa, Polygold, Daily Champ, Hearty Bake, Horleys, Sculpt, Replace, Covet, Pro-Fit, Air Champ and Power Champ.

Helmed by an experienced management team of industry veterans who possess a wide range of expertise in strategic planning, business development, operational and production skills, the Group is well-positioned to tap on its established standing in the F&B industry to further enhance its strong brand names.

Group Structure

Corporate Milestone

March
Incorporation of new subsidiary in Indonesia, PT Quick Service Restaurant (“PTQSR”) on 21 March 2017 following the subscription of its shares by the Company’s wholly-owned subsidiaries, Envictus QSR Pte Ltd and Envictus Capital (Labuan) Inc. PTQSR is principally engaged in fast food restaurant business.

October
Change of name of its wholly-owned subsidiary, Polygold Foods Sdn Bhd to Envictus Dairies Marketing Sdn Bhd (“EDMSB”), with effect from 17 October 2017. The principal activity of EDMSB is to serve as a distribution company for sales and marketing of dairy food and beverages.

De-luxe Food Services Sdn Bhd, a wholly-owned subsidiary of the Company entered into a conditional sale and purchase agreement with Marco Flagship Sdn Bhd and Wong Ng Moh Tian @ Wong Moh Tian on 30 October 2017 for the sale of:

  1. 100% of the issued and paid-up share capital in Family Bakery Sdn Bhd; and
  2. 100% of the issued and paid-up share capital in Daily Fresh Bakery Sdn Bhd with the intellectual property rights of ‘Family’ and ‘Daily Fresh’ brands for RM1.5 million.

The disposal was completed on 18 December 2017.

November
Polygold Holdings Sdn Bhd, a whollyowned subsidiary of the Company entered into a conditional share sale agreement on 15 November 2017 for the proposed acquisition of 100% of the total issued and paid-up shares of Motivage Sdn Bhd for a consideration of RM24 million, to be satisfied by a combination of cash and the allotment and issuance of 15,775,210 shares in the capital of the Company.

February
On 12 February 2016, the Company completed its share consolidation exercise of every five existing issued ordinary shares into one ordinary share in the capital of the Company for compliance with minimum trading price of S$0.20 as a continuing listing requirement for issuers listed on the Mainboard of SGX-ST.

March
Platinum Appreciation Sdn Bhd (“PASB”) completed 85% acquisition of the entire issued and paid-up share capital of LVSB on 28 March 2016.

June
Change of name of wholly-owned subsidiary, Platinum Appreciation Sdn Bhd to Envictus Food Services Sdn Bhd with effect from 21 June 2016.

August
Envictus Food Services Sdn Bhd increased its shareholding in LVSB from 85% to 100% on 19 August 2016 by acquiring the balance of 15% from Brothers Coffee Ventures Sdn Bhd.

September
Incorporation of new subsidiary company in Singapore known as Envictus QSR Pte Ltd on 6 September 2016 for investment holding purposes.

November
Envictus Food Services Sdn Bhd, a wholly-owned subsidiary of the Company acquired The Delicious Group Sdn Bhd (“TDGSB”), which is engaged in the business as a café and restaurant operator on 30 November 2016.

Jan
The Group proposed to undertake an internal group restructuring exercise to streamline its Trading and Frozen Food and Others Divisions.

April
Polygold Beverages Sdn Bhd, a whollyowned subsidiary of the Company, entered into a conditional Sale and Purchase Agreement on 17 April 2015 for the proposed acquisition of eight plots of 99-year leasehold land, expiring on 24 February 2097 in Selangor Halal Hub, Pulau Indah with Central Spectrum (M) Sdn Bhd.

Jun
The Group structure was reorganised as follows:- a) Envictus Foods (M) Sdn Bhd (“EFMSB”) has transferred 100% of its equity interest in Family Bakery Sdn Bhd to De-luxe Food Services Sdn Bhd (“DFSSB”) on 1 June 2015 b) EFMSB has transferred 100% of its equity interest in Hot Bun Food Industries Sdn Bhd to Platinum Appreciation Sdn Bhd on 1 June 2015 c) Pok Brothers Sdn Bhd has transferred 100% of its equity interest in DFSSB to EFMSB on 1 June 2015 d) The Company transferred 100% of its equity interest in Polygold Beverages Sdn Bhd to Polygold Holdings Sdn Bhd on 18 May 2015 e) The butchery business of DFSSB was transferred to Gourmessa Sdn Bhd on 8 January 2015 f) EFMSB has transferred 100% of its equity interest in Daily Fresh Bakery Sdn Bhd to DFSSB on 23 June 2015

July
Eureka Capital Sdn Bhd, a wholly-owned subsidiary of the Company, entered into a Sale and Purchase Agreement on 24 July 2015 for the proposed acquisition of property with a 99-year lease expiring on 26 May 2067 located at 11, Jalan 225, Petaling Jaya, 46200 Selangor from Continental Oasis Sdn Bhd to cater for future office space requirement.

Oct
Completed the acquisition of leasehold property on 29 October 2015 with the delivery of legal and vacant possession of the property to Eureka Capital Sdn Bhd.

Nov
On 5 November 2015, the Company completed acquisition of 92,676,600 ordinary shares representing 11.43% of the total issued and paid-up share capital of Yamada Green Resources Limited, a company listed on the Mainboard of SGX-ST. This company is a major grower, manufacturer and supplier of fresh and processed agricultural products in Fujian Province, the People’s Republic of China. PT Sentrafood Indonusa, a whollyowned subsidiary of the Company, entered into a conditional Sale and Purchase Agreement on 11 November 2015 for the proposed disposal of its land and building to PT AKS Kawarang Timur. Acquisition of a shelf company, namely Dominade Marketing Sdn Bhd by EFMSB on 17 November 2015. Its principal activity is wholesaling and trading of food products. Change in number of shares held in Yamada Green Resources Limited (“YGRL”) by the Company from 92,676,600 ordinary shares to 18,535,320 ordinary shares on 24 November 2015 following the completion of share consolidation of every five existing shares into one consolidated share. The percentage of the total voting shares held by the Company in YGRL remained unchanged at 11.43%. On 26 November 2015, the Company proposed a consolidation of every five existing issued ordinary shares in the capital of the Company into one ordinary share in the capital of the Company for compliance with minimum trading price of S$0.20 as a continuing listing requirement for issuers listed on the Mainboard of SGX-ST.

Feb
Increased equity holding in Etika Dairies NZ Limited (“EDNZ”) from 63.4% to 72.3% vide a wholly-owned subsidiary, Etika (NZ) Limited through subscription of additional 1,936,768 new shares in the share capital of EDNZ pursuant to a rights issue exercise undertaken by EDNZ at the issue price of NZ$1 per share or a total subscription amount of NZ$1,936,768 on 27 February 2014.

April
Entered into conditional Sale & Purchase Agreement for proposed disposal of the dairies and packaging businesses and the relevant intellectual property to Asahi Group Holdings Southeast Asia Pte Ltd on 10 April 2014 for US$328,787,704.

Jun
Change of name of its wholly-owned subsidiary, Etika Beverages Sdn Bhd to Polygold Beverages Sdn Bhd with effect from 10 June 2014.

Increased issued and paid up capital in its wholly-owned subsidiary, Etika Vixumilk Pte Ltd from S$1 to S$11,446,056 on 20 June 2014.

Approval for the proposed disposal of dairies and packaging businesses to Asahi Group Holdings Southeast Asia Pte Ltd and change of company name were obtained at the EGM held on 20 June 2014.

Entered into Supplemental Sale & Purchase Agreement for proposed disposal of the dairies and packaging businesses and the relevant intellectual property to Asahi Group Holdings Southeast Asia Pte Ltd on 25 June 2014.

Completion of disposal of the dairies and packaging businesses and the relevant intellectual property to Asahi Group Holdings Southeast Asia Pte Ltd on 30 June 2014.

July
Acquisition of two shelf companies, Polygold Foods Sdn Bhd (“PFSB”) and Polygold Marketing Sdn Bhd (“PMSB”) by Etika Industries Holdings Sdn Bhd on 1 July 2014. The principal activity of PFSB is manufacturing of food products whereas PMSB’s principal activity is marketing and distribution of food and beverage products.

Change of company name of Etika International Holdings Limited to Envictus International Holdings Limited with effect from 15 July 2014.

Change of names of subsidiaries in Malaysia with effect from 16 July 2014 as follows:-

a) From Etika Foods (M) Sdn Bhd to Envictus Foods (M) Sdn Bhd
b) From Etika Industries Holdings Sdn Bhd to Polygold Holdings Sdn Bhd

Aug
Change of name of its wholly-owned subsidiary, Etika IT Services Sdn Bhd to Envictus IT Services Sdn Bhd with effect from 14 August 2014.

Sept
Acquisition of a shelf company, namely Glenland Sdn Bhd on 3 September 2014. Its principal activity is investment holding.

Oct
Acquisition of a shelf company, namely Gourmessa Sdn Bhd by Envictus Foods (M) Sdn Bhd on 1 October 2014. Its principal activity is manufacturing and distribution of convenient value-added frozen food.

Change of names of subsidiaries in New Zealand with effect from 23 October 2014 as follows:-

a) From Etika (NZ) Limited to Envictus NZ Limited
b) From Etika Dairies NZ Limited to Envictus Dairies NZ Limited

Nov
Change of name of subsidiaries as follows:-

a) From Etika Capital (Labuan) Inc. to Envictus Capital (Labuan) Inc. with effect from 29 October 2014
b) From Etika Foods International Inc.to Envictus Foods International Inc. with effect from 29 October 2014
c) From Etika Brands Pte Ltd to Envictus Brands Pte Ltd with effect from 11 November 2014

Jan
Completed allotment and issuance of additional 75,000,000 new ordinary shares in share capital of Etika International Holdings Limited at an issue price of S$0.21321 each to TYJFM for total consideration of S$15,990,750 on 7 January 2013.

Increased equity holding in Etika Dairies NZ Limited (“EDNZ”) from 60.7% to 63.4% vide a whollyowned subsidiary, Etika (NZ) Limited through subscription of additional 751,617 new shares in the share capital of EDNZ pursuant to a rights issue exercise undertaken by EDNZ at the issue price of NZ$1 per share or a total subscription amount of NZ$751,617 on 18 January 2013.

Opening of Texas Chicken (Malaysia) Sdn Bhd’s first flagship outlet at Aeon Bukit Tinggi Shopping Centre, a shopping mall located in Bandar Bukit Tinggi township, Klang on 31 January 2013.

Mar
Increased equity holding in Pok Brothers (Johor) Sdn Bhd from 81.8% to 100% vide a wholly-owned subsidiary of the Group, Pok Brothers Sdn Bhd for a consideration of approximately RM1.3 million on 25 March 2013.

July
Signed an International Multiple Unit Franchise Agreement with US-based Cajun Global LLC on 10 July 2012 for exclusive rights to develop and operate “Texas Chicken” restaurants in Malaysia and Brunei over next 10 years from 2013 to 2022.

Dec
Entered into a subscription agreement on 6 December 2012 and a supplemental subscription agreement on 24 December 2012 with Tee Yih Jia Food Manufacturing Pte Ltd (“TYJFM”), a leading frozen foods manufacturer in Singapore whereby Etika will allot and issue TYJFM 75,000,000 new ordinary shares at S$0.21321 each or a total consideration of S$15,990,750.

Jan
Completed the acquisition of 100% equity interest in Susu Lembu Group on 4 January 2011.

July
Completed the acquisition of balance 30% equity interest in PTSF and PTSB on 4 July 2011.

April
Completed the acquisition of 100% equity interest in TVX on 9 April 2010 for approximately USD9.0 million.

May
Signed syndicated financing facilities of RM368 million with a consortium of three leading Malaysian financial institution groups on 4 May 2010.
June
Entered into a conditional sale and purchase agreement for the proposed acquisition of 100% equity interest in Family Bakery Sdn. Bhd., Daily Fresh Bakery Sdn. Bhd. and Hot Bun Food Industries Sdn. Bhd. (“ Family Bakery Group”) on 4 June 2010 for a cash consideration of RM18.68 million.

July
Entered into a conditional sale and purchase agreement for the proposed acquisition of 100% equity interest in PT. Sentrafood Indonusa (“PTSF”) and PT. Sentraboga Intiselera (“PTSB”), an Indonesian instant noodle manufacturer and distributor on 5 July 2010 for an aggregate consideration of approximately Rp19.1 billion.

Entered into a conditional sale and purchase agreement for the proposed acquisition of 100% equity interest in Susu Lembu Asli (Johore) Sdn. Bhd. (“SLAJ”) and Susu Lembu Asli Marketing Sdn. Bhd. (“SLAM”), collectively known as “Susu Lembu Asli Group” on 19 July 2010 for a cash consideration of RM89.5 million.

October
Completed the acquisition of 100% equity interest in Family Bakery Group on 1 October 2010. Etika ventures into the manufacturing and distribution of fresh baked breads and buns.

Completed the acquisition of 70% equity interest in PTSF and PTSB on 6 October 2010, for an aggregate consideration of approximately Rp24.2 billion, marking the Group’s entry into the huge instant noodles industry.

Dato’ Jaya J B Tan

Non-Executive Chairman

Member of Audit Committee

Member of Remuneration Committee

Member of Nominating Committee

director

Dato’ Kamal Y P Tan

Group Chief Executive Officer

Datuk Sam Goi Seng Hui

Non-Executive Director

Vice-Chairman

Teo Chee Seng

Independent Director

Member of Audit Committee

Chairman of Remuneration and Nominating Committee

John Lyn Hian Woon

Independent Director

Chairman of Audit Committee

Member of Remuneration Committee

Member of Nominating Committee

Mah Weng Choong

Independent Director

SENIOR MANAGEMENT

Key Management

Dato’ Kamal Y P Tan
Group Chief Executive Officer

Khor Sin Kok
Deputy Group Chief Executive Officer

Billy Lim Yew Thoon
Chief Financial Officer

Trading and Frozen Food Division

Dato’ Lawrence Pok York Keaw
Chief Executive Officer

Frozen Food Trading

Alan Pok York Keng
Chief Operating Officer

Nutrition Division

Richard Rowntree
Managing Director

Food Services Division

Texas Chicken Malaysia

Dato’ Jaya J B Tan
Director

Dato’ Kamal Y P Tan
Director

Khor Sin Kok
Director

San Francisco Coffee

Tan San May
Head of Café

Koo Sue San
General Manager

The Delicious Group

Tan San May
Head of Café

Food Processing Division

Bakery Business

Tan San May
Head of Bakery

Franz Herwig Nickl
Chief Operating Officer

Beverage Business

Wong Siew Peng
General Manager

Corporate Information

COMPANY SECRETARIES

S Surenthiraraj @ S Suressh
Kok Mor Keat, ACIS

REGISTERED OFFICE

SGX Centre II, #17-01
4 Shenton Way,
Singapore 068807
Telephone: (65) 6361 9883
Facsimile: (65) 6538 0877

SHARE REGISTRAR

Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
Singapore Land Tower #32-01
Singapore 048623

INDEPENDENT AUDITORS

BDO LLP
Public Accountants and Chartered Accountants
600 North Bridge Road
#23-01 Parkview Square, Singapore 188778
Partner-in-charge: Poh Chin Beng
(Appointed since the financial year ended 30 September 2017)

PRINCIPAL BANKERS

Maybank Islamic Berhad
HSBC Amanah Malaysia Berhad
Malayan Banking Berhad
OCBC Al-Amin Bank Berhad

SOLICITORS

Morgan Lewis Stamford LLC
Hutabarat Halim & Rekan