(Incorporated in the Republic of Singapore on 27 March 2002)

Transcription

1 ECON HEALTHCARE LIMITED (Incorporated in the Republic of Singapore on 27 March 2002) PROSPECTUS Dated 2 December 2002 (registered with the Monetary Authority of Singapore on 2 December 2002) This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser. We have applied to the Singapore Exchange Securities Trading Limited ( SGX-ST ) for permission to deal in and for quotation of all the ordinary shares of S$0.06 each (the Shares ) in the capital of Econ Healthcare Limited (the Company ) already issued (including the Vendor Shares as defined on page 8 of this Prospectus), the new Shares which are the subject of the Invitation ( New Shares ) and the new Shares which may be issued upon the exercise of the options granted or to be granted pursuant to the Econ Healthcare Employees Share Option Scheme. Such permission will be granted when our Company has been admitted to the Official List of the SGX-ST Dealing and Automated Quotation System ( SGX-Sesdaq ). The dealing in and quotation of our Shares will be in Singapore dollars. Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in and for quotation of all of our existing issued Shares (including the Vendor Shares as defined on page 8 of this Prospectus), the New Shares as well as the new Shares arising from the exercise of options granted under our Econ Healthcare Employees Share Option Scheme. Monies paid in respect of any application accepted will be returned to you, without interest or any share of revenue or other benefit arising therefrom and at your own risk, if the said permission is not granted and you will not have any claim against us, the Vendor or the Manager. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-Sesdaq is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares or our Econ Healthcare Employees Share Option Scheme. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority ). The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act 2001 (Act 42 of 2001), or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the merits of the Shares, the New Shares or the new Shares arising from the exercise of options granted under our Econ Healthcare Employees Share Option Scheme, as the case may be, being offered or in respect of which an invitation is made, for investment. No Shares shall be allotted or allocated on the basis of this Prospectus later than 6 months after the date of registration of this Prospectus. INVESTING IN OUR SHARES INVOLVES RISKS WHICH ARE DESCRIBED IN THE SECTION ENTITLED RISK FACTORS BEGINNING ON PAGE 19 OF THIS PROSPECTUS Invitation in respect of 28,000,000 ordinary Shares of S$0.06 each comprising 20,000,000 New Shares and 8,000,000 Vendor Shares: (1) 8,500,000 Offer Shares at S$0.28 for each Offer Share by way of public offer; and (2) 19,500,000 Placement Shares by way of placement, comprising: (i) (ii) 17,260,000 Placement Shares at S$0.28 for each Placement Share; 1,000,000 Placement Shares at S$0.28 for each Placement Share reserved for applications through the Internet; and (iii) 1,240,000 Reserved Shares at S$0.28 for each Reserved Share reserved for Independent Directors, employees, business associates and others who have contributed to the success of our Group, payable in full on application. Manager, Underwriter and Placement Agent

2 A provider of commercial nursing care services in Singapore Always giving you our best care and attention Operates a medicare centre and five nursing homes in Singapore which provide the following services: + Residential nursing care services + Day care services + Respite care services + Physiotherapy services + Western and Traditional Chinese Medicine ( TCM ) treatments Provides the following ancillary services: + Home care services + Extension ward management services at Tan Tock Seng Hospital + Ambulance services + Sale and rental of healthcare equipment and accessories

3 FINANCIAL HIGHLIGHTS TURNOVER (S$ million) 10 CAGR of 14.6% PROFIT BEFORE TAXATION (S$ million) CAGR of 12.4% For the financial year ended 31 March In Asia, the number of persons over 60 years old is expected to increase significantly from 2001 to 2011, especially in countries such as the PRC, Malaysia and Australia

4 COMPETITIVE STRENGTHS Established Track Record and Brand Name + About 15 years in the business + First to be invited to operate and manage an extension ward in a hospital, namely, Tan Tock Seng Hospital + To the best of our knowledge, first in the industry to be awarded the ISO 9002 certification in 1996 Wide Range of In-House Healthcare Services + From nursing services to daily in-house treatments + Western medical treatment complemented by TCM treatments Experienced Management Team + Founder has more than 15 years handson experience in running nursing homes + Supported by management team with relevant experience in their respective fields Effective Cost Management + Enjoy economies of scale through sharing of services + Bulk purchases and general operations are centralised High Barriers to Entry + Operation of nursing homes require licences from Ministry of Health + Significant investment costs in land and building Established Relationships + Enjoy an approximate 65% referral rate from residents, their friends and relatives, and other institutions in FY2002 Purpose-Built Medicare Centre + Designed with residents' needs in mind + Comprehensive physiotherapy facility supervised by full-time physiotherapist INDUSTRY PROSPECTS Rapidly Ageing Singapore Population + Proportion of Singaporeans aged 65 years and above estimated to increase at a per annum growth of 3.1%, from 7% in 1998 to 19% in Elderly population projected to increase from 220,000 as at January 2000 to 312,000 by year 2010 Demand for Nursing Home Beds Set to Increase + Increasing number of elderly Singaporeans will require long term care and support + Expect MOH to increase number of private nursing home beds from the current 25% to 40% by year 2010 Potential in Region + In Asia, the number of persons over 60 years old is expected to increase significantly from 2001 to 2011, especially in countries such as the PRC, Malaysia and Australia + Rapidly ageing population will increase demand for healthcare services FUTURE PLANS To remain competitive and take advantage of the growing need for nursing care for the ageing population, the Group plans to: Establish More Medicare Centres and Nursing Homes + Started construction for new medicare centre in Braddell Road + Obtained government approval for upgrading of Choa Chu Kang Home into a medicare centre Expansion Overseas + Conducted market surveys in the PRC, Malaysia and Australia + Set up a rep office in the PRC + In discussions for collaborations with PRC parties mainly in the areas of management, consultancy and training services for the nursing industry Increase Trading of Healthcare Equipment and Accessories + Sourcing for distributors for in-house designed beds and healthcare accessories overseas Increase Range of Services + Provide programmes based on National Skill Recognition System competencies to train nursing staff from Singapore and the PRC at our medicare centre

5 TABLE OF CONTENTS Page CORPORATE INFORMATION DEFINITIONS DETAILS OF THE INVITATION LISTING ON THE SGX-SESDAQ INDICATIVE TIMETABLE FOR LISTING PLAN OF DISTRIBUTION PROSPECTUS SUMMARY THE INVITATION RISK FACTORS CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS ISSUE STATISTICS USE OF PROCEEDS DIVIDENDS CAPITALISATION AND INDEBTEDNESS DILUTION SUMMARY OF PROFORMA GROUP FINANCIAL INFORMATION REVIEW OF RESULTS OF OPERATIONS AND FINANCIAL POSITION OVERVIEW REVIEW OF OPERATING RESULTS REVIEW OF FINANCIAL POSITION LIQUIDITY AND CAPITAL RESOURCES SHARE CAPITAL BUSINESS HISTORY BUSINESS BUSINESS STRATEGY MARKETING SERVICE QUALITY STAFF TRAINING PRODUCT DESIGN AND ENHANCEMENT

6 INTELLECTUAL PROPERTY MAJOR SUPPLIERS MAJOR CUSTOMERS GOVERNMENT REGULATIONS COMPETITION AND COMPETITIVE STRENGTHS PROSPECTS AND FUTURE PLANS PROSPECTS FUTURE PLANS CORPORATE GOVERNANCE DIRECTORS, MANAGEMENT AND STAFF DIRECTORS MANAGEMENT REPORTING STRUCTURE STAFF DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION REMUNERATION OF EMPLOYEES RELATED TO DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SERVICE AGREEMENTS GENERAL INFORMATION ON OUR GROUP SHAREHOLDERS VENDOR MORATORIUM RESTRUCTURING EXERCISE GROUP STRUCTURE INTERESTED PERSON TRANSACTIONS PAST INTERESTED PERSON TRANSACTIONS PAST AND ONGOING INTERESTED PERSON TRANSACTIONS REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS.. 74 POTENTIAL CONFLICTS OF INTEREST THE ECON HEALTHCARE EMPLOYEES SHARE OPTION SCHEME PROPERTIES AND FIXED ASSETS REPORT FROM REPORTING ACCOUNTANTS ON THE UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS OF ECON HEALTHCARE LIMITED AND ITS SUBSIDIARIES ECON HEALTHCARE LIMITED AND ITS SUBSIDIARIES - UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS

7 ECON MEDICARE CENTRE HOLDINGS PTE LTD AND ITS SUBSIDIARIES AUDITORS REPORT ECON MEDICARE CENTRE HOLDINGS PTE LTD AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS GENERAL AND STATUTORY INFORMATION APPENDIX A - DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES APPENDIX B - DESCRIPTION OF SINGAPORE LAW AND REGULATIONS RELATING TO TAXATION APPENDIX C - TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE APPENDIX D - RULES OF THE ECON HEALTHCARE EMPLOYEES SHARE OPTION SCHEME

8 CORPORATE INFORMATION Board of Directors : Ong Chu Poh (Managing Director) Koh Hin Ling (Executive Director) Dr Vasoo Sushilan (Independent Director) Tay Joo Soon (Independent Director) Wong Kook Fei (Independent Director) Joint Company Secretaries : Lee Seng Suan (CPA) Lee Seng Hua Registered Office : 452 Upper East Coast Road Singapore Share Registrar and Share Transfer : M & C Services Private Limited Office 138 Robinson Road #17-00 The Corporate Office Singapore Manager, Underwriter, Placement : The Development Bank of Singapore Ltd Agent and Receiving Banker 6 Shenton Way DBS Building Tower One Singapore Auditors and Reporting Accountants : KPMG Certified Public Accountants 16 Raffles Quay #22-00 Hong Leong Building Singapore Solicitors to the Invitation : Shook Lin & Bok 1 Robinson Road #18-00 AIA Tower Singapore Solicitors to the Manager, Underwriter : Wong Partnership and Placement Agent 80 Raffles Place #58-01 UOB Plaza 1 Singapore Principal Banker : The Development Bank of Singapore Ltd 6 Shenton Way DBS Building Tower One Singapore Vendor : Econ Medicare Centre Holdings Pte Ltd 16 Bukit Timah Avenue Singapore

9 DEFINITIONS In this Prospectus, the accompanying Application Forms and, in relation to Electronic Applications, the instructions appearing on the screens of ATMs of Participating Banks, the internet banking websites of the relevant Participating Banks or the internet web-site of DBS TD Waterhouse, unless the context otherwise requires, the following terms or expressions shall have the following meanings: Group Companies Company or Econ Healthcare : Econ Healthcare Limited Econ Ambulance : Econ Ambulance Services Pte Ltd Econ Careskill : Econ Careskill Training Centre Pte Ltd Econ Medicare : Econ Medicare Centre Pte Ltd ENH : Econ Nursing Home Services (1987) Pte Ltd Proforma Group or Group : The Proforma Group of companies comprises Econ Healthcare and its subsidiaries following the completion of the Restructuring Exercise. The Unaudited Proforma Consolidated Financial Statements set out on pages 83 to 98 of this Prospectus have been prepared based on certain assumptions after making certain adjustments to show what: (a) the financial results of the Proforma Group for the years ended 31 March 2000, 2001 and 2002 would have been if the group structure had been in place since the beginning of the periods being reported on; (b) the financial position of the Proforma Group as of the date of the balance sheet as at 31 March 2002 would have been if the group structure had been in place on that date; and (c) the cash flow of the Proforma Group for the financial year ended 31 March 2002 would have been if the group structure had been in place since the beginning of the period being reported on. Sunnyville : Sunnyville Nursing Home (1996) Pte Ltd Our Homes Braddell Centre : Our medicare centre at 58 Braddell Road, Singapore Bukit Timah Home : Our nursing home at 16 Bukit Timah Avenue, Singapore Choa Chu Kang Home : Our nursing home at 53 Choa Chu Kang Road, Singapore Pulasan Home : Our nursing home at 1, 1A, 3, 3A Pulasan Road, Singapore Recreation Home : Our nursing home at 25 Recreation Road, Singapore Sunnyville Home : Our nursing home at 10 Ama Keng Road, Singapore

10 Upper East Coast Centre : Our medicare centre at 452 Upper East Coast Road, Singapore Other Corporations and Agencies Authority : The Monetary Authority of Singapore CDP : The Central Depository (Pte) Limited CISCO : The Commercial & Industrial Security Corporation CPF : Central Provident Fund DBS Bank, Manager, : The Development Bank of Singapore Ltd Placement Agent or Underwriter DBS TD Waterhouse : DBS TD Waterhouse (Singapore) Pte Ltd EMCH : Econ Medicare Centre Holdings Pte Ltd FMS : FMS Tech Pte Ltd MOH : The Ministry of Health SCCS : Securities Clearing & Computer Services (Pte) Ltd SGX-ST : Singapore Exchange Securities Trading Limited SGX-Sesdaq : SGX-ST Dealing and Automated Quotation System SPRING Singapore : The Standards, Productivity and Innovation Board (SPRING Singapore), previously known as the Singapore Productivity and Standards Board (PSB) prior to 1 April 2002 TMI Holdings : TMI Holdings (1997) Pte Ltd TMI Realty : TMI Realty Pte Ltd TMI Tech : TMI Technologies Pte Ltd General Act : The Companies Act, Chapter 50 of Singapore ATM : Automated teller machine Application Forms : The official application forms to be used for the purpose of the Invitation and which form part of this Prospectus Application List : List of applications for subscription and/or purchase of the Invitation Shares Audit Committee : The audit committee of our Company Directors : Directors of our Company as at the date of this Prospectus, unless otherwise stated EPS : Earnings per Share Electronic Applications : Applications for the Invitation Shares through an ATM of one of the Participating Banks or the internet banking web-site of one of the relevant Participating Banks or through the website of DBS TD Waterhouse, in accordance with the terms and conditions of this Prospectus 6

11 Executive Officers : Executive officers of our Company as at the date of this Prospectus, unless otherwise stated FY : Financial year ended or ending 31 March Independent Directors : Independent Directors of our Company as at the date of this Prospectus, unless otherwise stated Internet Placement Shares : The 1,000,000 Placement Shares for applications through the internet web-site of DBS TD Waterhouse, subject to and on the terms and conditions of this Prospectus Invitation : The invitation to the public in respect of the Invitation Shares, subject to and on the terms of this Prospectus Invitation Shares : The New Shares and the Vendor Shares Issue Price : S$0.28 for each Invitation Share ISO 9000 : Series of international standards on quality management and quality assurance developed by the ISO Technical Committee 176 in 1987, which has been adopted by more than 30 countries, including the United Kingdom and United States of America, as their national quality system standard ISO 9002 Certification : A constituent part of the ISO 9000 series which covers the following nineteen areas: management responsibility; quality system; contract review; document and data control; purchasing; control of customer-supplied product; product identification and traceability; process control; inspection and testing; control of inspection; measuring and test equipment; inspection and test status; control of non-conforming products; corrective and preventive action; handling, storage, packaging, preservation and delivery; control of quality records; internal quality audits; training; servicing and statistical techniques Listing Manual : SGX-ST Listing Manual Market Day : A day on which the SGX-ST is open for trading in securities NA : Not applicable NTA : Net tangible assets New Shares : The 20,000,000 new Shares for which our Company invites applications to subscribe, subject to and on the terms of this Prospectus Offer : The offer by our Company of the Offer Shares to the public for subscription and/or purchase at the Issue Price Offer Shares : The 8,500,000 Invitation Shares which are the subject of the Offer Participating Banks : The Development Bank of Singapore Ltd (including POSB) ( DBS Bank ), Oversea-Chinese Banking Corporation Limited ( OCBC ) and United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited (the UOB Group ) Placement : The placement of the Placement Shares by the Placement Agent on behalf of our Company for subscription and/or purchase at the Issue Price 7

12 Placement Shares : The 19,500,000 Invitation Shares which are the subject of the Placement (including the Reserved Shares) PRC or China : People s Republic of China Prospectus : This prospectus dated 2 December 2002 Reserved Shares : 1,240,000 Placement Shares reserved for Independent Directors, employees, business associates and those who have contributed to the success of our Group Restructuring Exercise : The restructuring exercise of our Group undertaken in connection with the Invitation, as described on pages 67 and 68 of this Prospectus Securities Account : Securities account maintained by a depositor with CDP but does not include a securities sub-account Service Agreements : The service agreements entered into between our Company and certain key management staff, as described on pages 64 and 65 of this Prospectus SFA : The Securities and Futures Act 2001 (Act 42 of 2001) Shares : Ordinary shares of S$0.06 each in the capital of our Company Vendor : EMCH Vendor Shares : 8,000,000 Shares for which the Vendor invites applications to purchase subject to and on the terms of this Prospectus Currencies, Units and Others S$ or $ and cents : Singapore dollars and cents respectively, unless otherwise stated % or per cent : Per centum or percentage sq m : Square metre wef : With effect from The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this Prospectus and the Application Forms to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act and the SFA or any statutory modification thereof and used in this Prospectus and the Application Forms shall have the meaning assigned to it under the said Act and the SFA or statutory modification as the case may be. Any reference in this Prospectus and the Application Forms to shares being allotted to an applicant includes allotment to CDP for the account of that applicant. A reference to a time of day in this Prospectus and the Application Forms shall be a reference to Singapore time. 8

13 DETAILS OF THE INVITATION LISTING ON THE SGX-SESDAQ Application has been made to the SGX-ST for permission to deal in and for quotation of our Shares already issued (including the Vendor Shares), the New Shares which are the subject of the Invitation, as well as the new Shares arising from the exercise of options granted under our Econ Healthcare Employees Share Option Scheme, on the SGX-Sesdaq. Such permission will be granted when our Company has been admitted to the Official List of the SGX-Sesdaq. Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in and for quotation of all the issued Shares, the New Shares which are the subject of the Invitation, as well as the new Shares arising from the exercise of options granted under our Econ Healthcare Employees Share Option Scheme. Moneys paid in respect of any application accepted will be returned, without interest or any share of revenue or benefit arising therefrom and at the applicant s own risk, if the said permission is not granted and you will not have any claim against us, the Vendor or the Manager. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus. Admission to the Official List of the SGX- Sesdaq is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares or our Econ Healthcare Employees Share Option Scheme. A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the SFA, or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the merits of the Shares, the New Shares or the new Shares arising from the exercise of options granted under our Econ Healthcare Employees Share Option Scheme, as the case may be, being offered or in respect of which an invitation is made, for investment. Our Directors and the Vendor individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief the facts contained in this Prospectus are true and accurate and not misleading, all expressions of opinion, intention and expectation contained in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus, there are no other material facts the omission of which would make any statement in this Prospectus misleading. No person is authorised to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by our Company, the Vendor, the Manager, the Underwriter or the Placement Agent. Neither the delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in the affairs of our Company or of our subsidiaries or in any statements of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur, our Company may lodge a supplementary or replacement prospectus with the Authority and make an announcement of the same to the SGX-ST and the public and will comply with the requirements of the SFA. All applicants should take note of any such announcement and, upon release of such an announcement, shall be deemed to have notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to the future performance or policies of our Company or our subsidiaries. None of our Company, the Vendor and DBS Bank is making any representation to any person regarding the legality of an investment in our Shares by such person under any investment or any other laws or regulations. No information in this Prospectus should be considered to be business, legal or tax advice. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in our Shares. This Prospectus has been prepared solely for the purpose of the Invitation and may not 9

14 be relied upon by any persons other than the applicants in connection with their application for the Invitation Shares or for any other purpose. This Prospectus does not constitute an offer of, or invitation to subscribe for, the Invitation Shares in any jurisdiction in which such offer or invitation is unauthorised or unlawful nor does it constitute an offer or invitation to any person to whom it is unlawful to make such offer or invitation. In the event that a supplementary or replacement prospectus is lodged with the Authority, our Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement prospectus. Where prior to the lodgement of the supplementary or replacement prospectus, applications have been made under this Prospectus to subscribe for our Invitation Shares and: (a) where our Shares have not been issued to the applicants, our Company shall either: (i) within 7 days from the date of lodgement of the supplementary or replacement prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications; or (ii) treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled, and our Company shall, within 7 days from the date of lodgement of the supplementary or replacement prospectus, return all moneys paid in respect of any application to, without interest or a share of revenue or benefit arising therefrom; or (b) where our Shares have been issued to the applicants, our Company shall either: (i) within 7 days from the date of lodgement of the supplementary or replacement prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to return to our Company our Shares, which they do not wish to retain title in; or (ii) treat the issue of our Shares as void, in which case the issue shall be deemed void and our Company shall, within 7 days from the date of lodgement of the supplementary or replacement prospectus, return all moneys paid in respect of any application, without interest or a share of revenue or benefit arising therefrom. An applicant who wishes to exercise his option under paragraph (a)(i) to withdraw his application shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this, whereupon our Company shall, within 7 days from the receipt of such notification, pay to him all moneys paid by him on account of his application for those Shares without interest or a share of revenue or benefit arising therefrom, at the applicant s risk. An applicant who wishes to exercise his option under paragraph (b)(i) to return our Shares issued to him shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this and return all documents, if any, purporting to be evidence of title to those Shares, to our Company, whereupon our Company shall, within 7 days from the receipt of such notification and documents, if any, pay to him all moneys paid by him for those Shares and the issue of those Shares shall be deemed to be void. Under the SFA, the Authority may, in certain circumstances issue a stop order (the Stop Order ) to our Company, directing that no or no further Shares to which this Prospectus relates, be allotted, issued or sold. Such circumstances will include a situation where this Prospectus (i) contains a statement or matter, which in the opinion of the Authority is false or misleading, (ii) omits any information that should be included in accordance with the SFA or (iii) does not, in the opinion of the Authority, comply with the requirements of the SFA. 10

15 Where applications to subscribe for our Shares to which this Prospectus relates have been made prior to the Stop Order, and: (a) where our Shares have not been issued to the applicants, the applications shall be deemed to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all moneys the applicants have paid on account of their applications for our Shares; or (b) where our Shares have been issued to the applicants, the issue of our Shares shall be deemed to be void and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all moneys paid by them for our Shares. Copies of this Prospectus and the Application Forms and envelopes may be obtained free of charge on request, subject to availability, during office hours from: The Development Bank of Singapore Ltd 6 Shenton Way DBS Building Tower One Singapore and from DBS Bank (including POSB) branches and, where available, from members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. The Application List will open at a.m. on 9 December 2002 and will remain open until noon on the same day or for such further period or periods as our Directors and the Vendor, in consultation with the Manager, may decide, subject to any limitation under all applicable laws. Where a supplementary document or replacement document has been lodged with the Authority, the Application List shall be kept open for at least 14 days after the lodgment of the supplementary document or replacement document. 11

16 INDICATIVE TIMETABLE FOR LISTING In accordance with the SGX-ST s News Release of 28 May 1993 on the trading of initial public offering shares on a when issued basis, an indicative timetable is set out below for the reference of applicants: Indicative date/time Event 9 December 2002, 12 noon Close of Application List 10 December 2002 Balloting of applications, if necessary (in the event of an oversubscription for the Offer Shares) 11 December 2002, 9.00 a.m. Commence trading on a when issued basis 19 December 2002 Last day of trading on a when issued basis 20 December 2002, 9.00 a.m. Commence trading on a ready basis 26 December 2002 Settlement date for all trades done on a when issued basis and for all trades done on a ready basis on 20 December 2002 The above timetable is only indicative as it assumes that the closing of the Application List is 9 December 2002, the date of admission of our Company to the Official List of the SGX-Sesdaq will be 11 December 2002, the shareholding spread requirement will be complied with and the Invitation Shares will be issued and fully paid up prior to 11 December The actual date on which our Shares will commence trading on a when issued basis will be announced when it is confirmed by the SGX-ST. The above timetable and procedure may be subject to such modifications as the SGX-ST may in its discretion decide, including the decision to permit trading on a when issued basis, and the commencement date of such trading. All persons trading in our Shares on a when issued basis do so at their own risk. In particular, persons trading in our Shares before their Securities Accounts with CDP are credited with the relevant number of Shares do so at the risk of selling Shares which neither they nor their nominees, if applicable, have been allotted with or are otherwise beneficially entitled to. Such persons are also exposed to the risk of having to cover their net sell positions earlier if when issued trading ends sooner than the indicative date mentioned above. Persons who have a net sell position traded on a when issued basis should close their position on or before the first day of ready basis trading. The Invitation will open from 3 December 2002 to 9 December Investors should consult the SGX-ST s announcement on the ready listing date on the Internet (at the SGX-ST website INTV or the newspapers, or check with their brokers on the date on which trading on a ready basis will commence. We will publicly announce the level of subscription for the Invitation Shares and the basis of allocation of the Invitation Shares pursuant to the Invitation, as soon as it is practicable after the closing date for applications: (i) through a MASNET announcement to be posted on the Internet at the SGX-ST website (ii) a local English newspaper, namely, The Straits Times; and (iii) a local Chinese newspaper, namely, LianHe ZaoBao. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will also announce the same through the channels in (i), (ii) and (iii) above. 12

17 PLAN OF DISTRIBUTION The Issue Price of $0.28 is determined by us and the Vendor, in consultation with DBS Bank, based on market conditions and the market demand for our Shares determined through a book-building process. The Issue Price is the same for all Invitation Shares and is payable in full on application. Offer Shares The Offer Shares are made available to the members of the public in Singapore for subscription at the Issue Price. The terms and conditions and procedures for application and acceptance are described in Appendix C on pages 152 to 168 of this Prospectus. Pursuant to the terms and conditions contained in the Management and Underwriting Agreement signed between our Company and DBS Bank dated 2 December 2002, DBS Bank has agreed to underwrite our Offer Shares. In the event of an under-subscription for the Offer Shares as at the close of the Application List, that number of Offer Shares not subscribed for shall be made available to satisfy excess application for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List. In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or the Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the successful applications for the Offer Shares will be determined by ballot or otherwise as determined by our Directors and the Vendor and approved by the SGX-ST. Placement Shares (excluding Reserved Shares) Application for the Placement Shares may only be made by way of application form or through the web-site of DBS TD Waterhouse. The terms and conditions and procedures for application and acceptance are described in Appendix C on pages 152 to 168 of this Prospectus. Pursuant to the terms and conditions in the Placement Agreement signed between our Company and the Placement Agent dated 2 December 2002, the Placement Agent has agreed to subscribe for or procure subscriptions for the Placement Shares at the Issue Price. In the event of an under-subscription for the Placement Shares as at the close of the Application List, that number of Placement Shares not subscribed for shall be made available to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. In the event of an under-subscription for the Internet Placement Shares to be applied for through the web-site of DBS TD Waterhouse as at the close of the Application List, that number of Internet Placement Shares not subscribed for shall be made available to satisfy excess applications for the Placement Shares by way of Placement Shares application forms to the extent that there is an oversubscription for such Placement Shares as at the close of the Application List or to satisfy excess applications for the Offer Shares, to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. Allocation for Internet Placement Shares through the web-site of DBS TD Waterhouse will be made on a first-come-first serve basis. 13

18 Reserved Shares To recognise contributions to our Group, we have reserved 1,240,000 Placement Shares for subscription by our Independent Directors, employees, business associates and others who have contributed to the success of our Group at the Issue Price. These Reserved Shares are not subject to any moratorium and may be disposed of after the admission of our Company to the Official List of the SGX-Sesdaq. In the event that any of the Reserved Shares are not taken up, they will be made available to satisfy excess applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List or, in the event of an under-subscription for the Placement Shares as at the close of the Application List, to satisfy excess applications made by members of the public for the Offer Shares to the extent there is an over-subscription for the Offer Shares as at the close of the Application List. Save as disclosed in respect of the Reserved Shares, none of our Directors or substantial shareholder intends to subscribe for the Invitation Shares in the Invitation. To the best of our knowledge, we are unaware of any person who intends to subscribe for more than 5% of the Invitation Shares. Further, no Shares shall be allocated or allotted on the basis of this Prospectus later than six months after the date of registration of this Prospectus. 14

19 PROSPECTUS SUMMARY The information contained in this summary is derived from and should be read in conjunction with the full text of this Prospectus. COMPANY Our Company was incorporated in the Republic of Singapore under the Act on 27 March 2002 as a private limited company under the name of Econ Healthcare Pte. Ltd.. Our Company was subsequently converted to a public limited company on 5 November 2002 and changed its name to Econ Healthcare Limited. To prepare for a listing on the SGX-Sesdaq pursuant to the Invitation, the Restructuring Exercise was undertaken to rationalise our shareholding structure and to consolidate the principal entities of our Group as wholly-owned subsidiaries under our Company. Our company registration number is K. Our registered office is located at 452 Upper East Coast Road, Singapore Our telephone number is (65) and our facsimile number is (65) Our web-site is at Information at our web-site does not constitute a part of this Prospectus. BUSINESS We operate a medicare centre and five nursing homes in Singapore which provide the following services: (i) residential nursing care to provide nursing services and to assist residents in all areas of personal care and hygiene; (ii) day care services for residents who do not have a requisite caregiver in their homes during the day; (iii) short-term respite care services; (iv) daily group or individual physiotherapy services; and (v) regular western and Traditional Chinese Medicine ( TCM ) treatments from our appointed doctor and full-time TCM physician respectively. We also provide the following ancillary services: (i) home care services whereby our full range of nursing services are provided to customers who prefer to reside at home; (ii) extension ward management services at Tan Tock Seng Hospital ( TTSH ). The Extension Ward is a transit point for patients who are due for discharge to nursing homes or return to their homes; (iii) non-emergency ambulance services for our residents and the public; and (iv) sale and rental of healthcare equipment and accessories. As part of our continuous efforts to improve our services, we had converted one of our six nursing homes into a purpose-built medicare centre in

20 STRATEGY Our business strategy includes the following: (i) (ii) (iii) (iv) strategic positioning to expand our existing geographical coverage within Singapore and regionally and increasing the capacity of our nursing homes; emphasis on quality management to ensure quality services; promoting the awareness of our services; and our branding as a leading premium healthcare brand synonymous with quality healthcare and management services. Please refer to Business Strategy on pages 48 and 49 of this Prospectus for more details. GROUP STRUCTURE Our current Group structure is as shown below: Econ Healthcare 100% 100% 100% 100% 100% Econ Medicare Econ Careskill ENH Econ Ambulance Sunnyville SUMMARY OF SELECTED FINANCIAL INFORMATION Proforma profit and loss statements of our Group Financial year ended 31 March S$ Revenue 6,704 7,461 8,849 Other operating income Profit from ordinary activities before taxation 1,862 1,740 2,416 Net profit attributable to shareholders of our Company 1,348 1,298 1,843 Proforma balance sheet of our Group S$ 000 As at 31 March 2002 Non-current assets 10,077 Net current assets 22 Non-current liabilities (4,719) 5,380 Share capital 5,385 Merger deficit (1,485) Accumulated profits 1,480 5,380 16