Exponential 235m IPO share offer

Stock markets were created for the very thing that Exponential Holdings is trying to do, raise funds for a start-up operation.

The company plans to raise $479 million in an offer that opened on November 25 and is scheduled to close on December 9 of this year.  Justin Nam, the CEO, says the minimum subscription needed for the listing is 150 million shares of which the founding members will contribute 82.5 million of it.

The company started planning the IPO from 2012 and was delayed until now. Exponential has no track record and the only other start-up to come to the market, C2W Music, has been a disappointment with virtually no income since it was listed in 2012. The recent memory of the music company’s failure to perform could divert some interest from this issue. Exponential is an investment company with focus on identifying what they see as good opportunities in the global market to make money. Unlike the C2W, Exponential can make money from start with funds placed in income earning assets and low overhead cost.

Subscriptions should be for multiples of 100 Shares subject to a minimum of 2,500 Shares. 75 million Shares are reserved for the members of the Founding Team and Team Affiliates at J$2.00 each. If the Reserved Shares are not fully subscribed, they will be available for subscription by the general public.

Application has been submitted to the Board of the Jamaica Stock Exchange for the whole of the issued ordinary share capital of Exponential to be listed on the Junior Market.

ExpoBusinessmanSitingThe Company incurred certain expenses in respect of office rental, Lead Broker’s mobilization fees, office overheads and consultancy fees paid to Jaїr Minott and André Hartley and are not expected to exceed J$10 million. These expenses were paid, on behalf of the Company, by members of the Founding Team and will be discharged by issuing no more than 5,000,000 ordinary shares to them at the subscription price of J$2.00 per Share.

In addition, the Company has been incurring legal, accounting and financial advisory fees in connection with the IPO transaction contemplated by the Prospectus. It is anticipated that such costs shall not exceed J$20 million. If the IPO is successful, those expenses will be paid out of the IPO Proceeds.

The Company proposes to invest and hold up to 75% of the net IPO funds raised in equities and the remainder in fixed income securities and cash.

Operating expenses | The Company will bear normal office overheads and will pay a management fee in the form of salaries limited to two per cent (2%) per annum of the Average Net Asset Value of the Company’s investment portfolio to the Employee Group led by Justin Nam, who will manage the Company’s investment portfolio and provide all requisite administrative and management services except for accounting and internal audit services. The Founding Team, which comprises the current Directors, will be paid an annual performance fee of twenty per cent (20%) of the amount by which the Return on Opening Equity (expressed as a percentage) exceeds the Hurdle Rate (being the return of the S&P GLOBAL 1200 for the financial year.)

Exponential expects to earn income from dividends and interest paid on the shares and debt securities comprised in its investment portfolio and from trading securities comprised in the portfolio. Absent of untoward events such as market turmoil, the Company expects to deliver net profit in the region of J$62 million to its shareholders for the first full year of operations based on net interest income and other operating revenue of some J$94 million. The majority of this revenue is expected to be derived from realised capital gains on the Company’s equity portfolio, profits from private equity investments and interest income from the Company’s fixed income portfolio.

The prospectus states that each potential investment identified by the management of the Company will be subject to rigorous and careful analysis and will have to be approved by the Company’s Investment Committee before it is added to the Company’s portfolio.

A great deal of success for this company will be dependent on the individuals managing the funds and making the decisions surrounding investing and disposal of investments. The selection and appropriate timing of investing are critical components of success. Nam has a number of years experience both at Dehring Bunting & Golding and at Proven Investments.

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