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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bridgetown 2 Holdings Ltd | NASDAQ:BTNB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.33 | 8.33 | 8.73 | 0 | 01:00:00 |
Filed by PropertyGuru Group Limited
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Bridgetown 2 Holdings Limited
Commission File No.: 001-39932
PropertyGuru To Ramp Up Fintech Services As Singapore Unicorn Prepares For SPAC Merger
Forbes
By Jonathan Burgos
15 September 2021
PropertyGuruthe biggest online real estate marketplace in Southeast Asiaaims to ramp up fintech services to tap rising demand for property across the region.
We plan to continue to innovate and grow, Steve Melhuish, cofounder of PropertyGuru, said in a recent virtual interview with Forbes Asia.
The Singapore-based unicorn will focus on growing the company beyond its core property listings business and rolling out ancillary services such as mortgage and home insurance broking, and data analytics, says Melhuish.
PropertyGuru unveiled its fintech plans in July after announcing a merger with Nasdaq-listed Bridgetown 2 Holdings, a blank-check company controlled by billionaires Richard Li and Peter Thiel. The transactionwhich values the combined entity at $1.8 billionis on track to be completed by year-end or the first quarter of 2022, Melhuish says. The company will raise gross proceeds of $431 million as part of the deal, providing sufficient capital to pursue both organic and inorganic growth, he says.
Theres a huge opportunity across the region, with the company estimating the total addressable market in Southeast Asia at $8.1 billion. PropertyGuru expects its revenue to climb to $222.6 million by 2025 from $61.9 million in 2020, bolstered by its core property listings and fintech business.
We see big opportunities in fintech, Melhuish says. We have 37 million property seekers using our services every single month. They are looking to buy property and require financing and finance-related services.
The fintech service is starting to gain traction in Singapore, its biggest market. PropertyGuru launched a mortgage broking product in the city-state at the height of the Covid-19 pandemic and over S$1 billion ($745 million) in loans in the past 12 months, CEO Hari Krishnan told Forbes Asia.
Our ability to do a billion dollars of home loans during Covid is something we are very pleased with, says Krishnan, who was appointed CEO in 2016 after Melhuish stepped down after nearly a decade at the helm. Were just scratching the surface. We want to do a lot more when it comes to digitizing loan origination.
Singapore accounted for 57% of the companys revenue in 2020, according to PropertyGuru. Demand for housing in the city-state is heating up amid expectations the Singapore economy will gradually recover as the government eases pandemic-induced restrictions now that over 80% of the population has been fully vaccinated. Total private home sales in the Lion City climbed to 16,549 units in the first half, a 139% jump from the previous year, government data showed.
Melhuish founded the company in 2007 after the condo he was renting near Singapores Orchard Road shopping belt was put up for sale the year before, leaving him scrambling to find a new home and poring over newspaper classified ads because there were no online property listings back then. It was a hugely frustrating process, he recalls. That led him to explore the opportunity of launching an online real estate marketplace.
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PropertyGuru has since grown to become the No.1 only real estate listings platforms across Singapore, Indonesia, Malaysia, Thailand and Vietnam. It hosts over 2.8 million real estate listings on its digital platform and serves 37 million buyers and more than 49,000 active property agents.
In May, the company acquired REA Groups units in Malaysia and Thailand. Under that deal, REA Groupmajority-owned by billionaire Rupert Murdochs News Corp.will get an 18% stake in PropertyGuru, which also counts TPG Group and KKR among its existing investors. The acquisition considerably strengthens our position, Melhuish says.
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Forward-Looking Statements
This document includes forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between PropertyGuru Pte. Ltd. (Property Guru), PropertyGuru Group Limited (PubCo) and Bridgetown 2 Holdings Limited (Bridgetown 2), and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this document, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of PropertyGuru, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed transactions, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including outlook, believes, expects, potential, continues, may, will, should, could, seeks, predicts, intends, trends, plans, estimates, anticipates or the negative version of these words or other comparable words. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Bridgetown 2 and PropertyGuru, which are all subject to change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this document, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.
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The forward-looking statements and financial forecasts and projections contained in this document are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the business combination; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the business combination, the PIPE investment and other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the shareholders of Bridgetown 2 or PropertyGuru is not obtained; the risk that the business combination disrupts current plans and operations of Bridgetown 2 or PropertyGuru as a result of the announcement and consummation of the business combination; the ability of PropertyGuru to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition companys securities on the NYSE following the business combination; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial information with respect to PropertyGuru; the amount of redemption requests made by Bridgetown 2s shareholders and the amount of funds available in the Bridgetown 2 trust account; PropertyGurus ability to attract new and retain existing customers in a cost effective manner; competitive pressures in and any disruption to the industry in which PropertyGuru and its subsidiaries (the Group) operates; the Groups ability to achieve profitability despite a history of losses; the Groups ability to implement its growth strategies and manage its growth; customers of the Group continuing to make valuable contributions to its platform, the Groups ability to meet consumer expectations; the success of the Groups new product or service offerings; the Groups ability to produce accurate forecasts of its operating and financial results; the Groups ability to attract traffic to its websites; the Groups ability to assess property values accurately; the Groups internal controls; fluctuations in foreign currency exchange rates; the Groups ability to raise capital; media coverage of the Group; the Groups ability to obtain insurance coverage; changes in the regulatory environments (such as anti-trust laws, foreign ownership restrictions and tax regimes) of the countries in which the Group operates, general economic conditions in the countries in which the Group operates, the Groups ability to attract and retain management and skilled employees, the impact of the COVID-19 pandemic on the business of the Group, the success of the Groups strategic investments and acquisitions, changes in the Groups relationship with its current customers, suppliers and service providers, disruptions to information technology systems and networks, the Groups ability to grow and protect its brand and the Groups reputation, the Groups ability to protect its intellectual property; changes in regulation and other contingencies; the Groups ability to achieve tax efficiencies of its corporate structure and intercompany arrangements; the fact that closing (the 3 REA Closing) of the Groups contemplated purchase of the Malaysian and Thai assets of REA Group Ltd. (REA) is subject to the satisfaction of certain closing conditions, including REAs divestment of its 27% interest in 99 Group (the operator of the websites 99.co, iProperty.com.sg and rumah123.com), failing which the REA Closing may not occur; potential and future litigation that the Group may be involved in; unanticipated losses, write-downs or write-offs, restructuring and impairment or other charges, taxes or other liabilities that may be incurred or required subsequent to, or in connection with, the consummation of the Business Combination and technological advancements in the Groups industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factors section of PubCos registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, Bridgetown 2s Quarterly Report on Form 10-Q and other documents filed by PubCo or Bridgetown 2 from time to time with the U.S. Securities and Exchange Commission (the SEC). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, there may be additional risks that neither Bridgetown 2 nor PropertyGuru presently know, or that Bridgetown 2 or PropertyGuru currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect Bridgetown 2s and PropertyGurus expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or Bridgetown 2s or PropertyGurus assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
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Forward-looking statements speak only as of the date they are made. Bridgetown 2 and PropertyGuru anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, Bridgetown 2 and PropertyGuru may elect to update these forward-looking statements at some point in the future, PubCo, Bridgetown 2 and PropertyGuru specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by PropertyGuru nor Bridgetown 2 or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing Bridgetown 2s or PropertyGurus assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of PropertyGuru and Bridgetown 2 contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the PropertyGuru, Bridgetown 2 or any other entity.
Non-IFRS Financial Measures
This document may also include references to non-IFRS financial measures. Such non-IFRS measures should be considered only as supplemental to, and not as an alternative to, financial measures prepared in accordance with IFRS, and such non-IFRS measures may not be comparable to similarly titled non-IFRS financial measures used by other companies.
Important Information About the Proposed Transactions and Where to Find It
This document relates to a proposed transaction between PropertyGuru and Bridgetown 2. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transactions will be submitted to shareholders of Bridgetown 2 for their consideration.
PubCo intends to file a registration statement on Form F-4 (the Registration Statement) with the SEC which will include preliminary and definitive proxy statements to be distributed to Bridgetown 2s shareholders in connection with Bridgetown 2s solicitation for proxies for the vote by Bridgetown 2s shareholders in connection with the proposed transactions and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to PropertyGurus shareholders in connection with the completion of the proposed business combination. Bridgetown 2 and PubCo also will file other documents 3 regarding the proposed transaction with the SEC.
After the Registration Statement has been filed and declared effective, Bridgetown 2 will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed transactions. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Bridgetown 2 will send to its shareholders in connection with the business combination. Bridgetown 2s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with Bridgetown 2s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about Bridgetown 2, PubCo, PropertyGuru and the proposed transactions. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by Bridgetown 2, without charge, at the SECs website located at www.sec.gov or by directing a request to Bridgetown 2. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.
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INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Bridgetown 2, PubCo and PropertyGuru and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from Bridgetown 2s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Bridgetown 2s shareholders in connection with the proposed transactions will be set forth in PubCos proxy statement/prospectus when it is filed with the SEC. You can find more information about Bridgetown 2s directors and executive officers in Bridgetown 2s final prospectus filed with the SEC on January 27, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This document is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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