Tasman Capital: Innovative listing idea

Wednesday 8th August 2007

Tasman is an investment company that will grow by using its large shareholder base to create clean, listable shells to be used to provide a listing for companies on the NZSX or NZAX. In this interview we talk to one of the directors, Joe van Wijk.

What does Tasman Capital do? Tasman is an investment company that will grow by using its large shareholder base to create clean, listable shells to be used to provide a listing for companies on the NZSX or NZAX. In the process of these listing transactions, Tasman will gain shares in the newly listed companies for itself and also directly for its shareholders at no cost to them.

Tasman also intends to provide its shareholders with many exciting opportunities to purchase additional shares in the companies that use Tasman to list based on pre-listing pricing. The initial investment in Tasman is the 'foot-in-the-door' to these opportunities.

Why does Tasman think this is the most exciting IPO of 2007? Tasman's objective is to list two companies per year over a ten year period. Each listing transaction has the potential to create significant value for Tasman and its shareholders. Therefore, if Tasman can achieve its objective, it will grow into a diversified investment company of real value having begun with a relatively small pot of cash.

Added to that, Tasman presents a unique opportunity for its shareholders to build their own portfolio of shares in New Zealand listed companies directly. In the listing process that Tasman will use, each Tasman shareholder will receive a free parcel of shares in the companies that use Tasman to list.

But we think the most exciting feature of Tasman is the opportunity we want to give our shareholders to purchase additional shares in the newly listed companies based on pre-listing pricing.

What do you mean by 'pre-listing pricing'? Let's take an example of an unlisted company that is making a profit of say, $2 million. As an unlisted company, it would probably be for sale for about 4 times its profit, that is, $8 million in this case. If this same company were listed it could have a market-cap for example of perhaps 8 times profit, particularly if its profits were sustainable and the business had strong growth prospects. In other words, listed companies have a tendency to be valued at higher multiples.

If the company in this example were listed using Tasman's method, we would want to give our shareholders the chance to buy additional shares based on the unlisted multiple of only 4 times profit.

How will Tasman arrange for shareholders to buy extra shares in the newly listed companies? There are quite a few ways we could do this. For example, we could grant options to our shareholders with an exercise price based on pre-listing pricing and exercisable one year after the company in question has listed.We like the idea of using options because this will give time for the market to establish a price for the shares and shareholders would only exercise their options if they were in-the-money.

We could also use a rights issue. The interesting thing about a rights issue is that we would want to give all shareholders the opportunity to apply for extra shares, over and above the rights allotted to them, from the rights issue short-fall pool. How Tasman can or will do this will always depends on the circumstances of the transaction and particularly how the listing is structured.

Tasman's IPO is so small. Couldn't you have raised the money some other way? I agree an IPO is a pretty inefficient way to raise only $300,000. But the capital raising is not actually the point of this IPO. What we are doing is creating a very large, strong and evenly spread shareholder base so that we can create shells that are ideal to help companies list.

It's such a small amount per person? Some people may not want to bother? Agreed. But it's really important to remember that the small investment of $500 is the 'foot-in-the-door' to many exciting opportunities we want to provide our shareholders. Tasman will endeavor to provide the opportunity to pick up additional parcels of shares in a newly listed company, and shareholders may have the chance to apply for a considerable size parcel of shares in circumstances where there is a short-fall pool from a rights issue.

How exactly does Tasman get companies listed? The process is explained in more detail in our prospectus and can be approached in different ways, but essentially Tasman creates a shell by allotting to itself and all of its shareholders free shares in the shell. The shell then takes over a company that wants to list by issuing shares in the shell to the vendors of that company (a reverse takeover) as consideration for that company's business. The newly combined company is then compliance listed onto the NZAX or NZSX.

We think it's the best and most cost effective way for a small-cap company to list that is currently available in New Zealand.

This is a back-door listing right? Don't they have a bad name? Even though our process has many similarities to a back-door listing and has the powerful potential to create value for shareholders in the same way as a back-door listing, it is not actually a back-door listing.

The actual listing method we will use is a compliance listing, not a back-door listing. We get companies compliant to list, with a good spread and the requisite number of shareholders. We get them into shape ready to list without the need for an IPO. Our shells will be very clean and specifically designed for each company to get them listed. Our shells will not have the baggage and undesirable history often associated with shells used for a back-door listing. Unlike a back-door listed company that often has problems with spread and liquidity; we intend to structure our transactions so that our shareholders get an opportunity to purchase additional shares in the companies that we list, enabling spread and liquidity to be significantly improved.

What does the New Zealand Stock Exchange think about your plans? Actually, Tasman's objectives are similar to the NZX. As Tasman's Chairman said in the prospectus; Tasman is an advocate for New Zealanders to invest in the New Zealand sharemarket, for New Zealanders to directly own part of New Zealand Inc. Tasman is also an advocate for great New Zealand companies to list on our sharemarket. We want to encourage suitable companies to list, companies that may otherwise have found it too difficult or costly to list. We want to bring these companies to the market so that New Zealanders will have the opportunity to be shareholders in them.

These are aspirations that are closely aligned to NZX's ambitions.

What criteria will you use when looking for companies to list? We will look for companies that have sustainable profits, companies that Tasman will want to be a very long term shareholder in, companies that are run by smart people who will retain considerable ownership in the listed entity and companies that have good prospects to grow profits. More details on the companies we will target can be found in our prospectus.

Have you already talked to companies that want to list? Yes, we have found a lot of initial interest from companies which is why we decided to go ahead with Tasman's IPO to raise the shareholder base we need.

When does Tasman Capital itself plan to list? We would like to get at least one client company listed first. We would hope to list ourselves on the NZAX, via a compliance listing, some time in 2008.

How do people participate in Tasman IPO? You can download the investment statement and registered prospectus directly from our website at www.tasmancapital.co.nz or you can email the company at mail@tasmancapital.co.nz to have the investment statement and registered prospectus sent out to you. But please note that the offer has been extended to 31 August 2007 from the date contained in the prospectus.

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