Subject: Valuation of Capital Trust Group (CTG) for acquisition by a Special Purpose Acquisition Company (SPAC).
From: Steve L.W. Hui,
Co-founder, Power-All Networks Ltd., a subsidiary of Foxconn & PowerAll Reesarch Inc.
To: Mr.Seeto Yuk Yu (Managing Director, Sales & Marketing)
Cinda International Securities Limited (AEL202), Email: yukyu.seeto@cinda.com.hk
Address: 45/F, Cosco Tower, 183 Queen’s Road Central, Hong Kong
Manoonrat Lertkomolsuk (CEO), Dr.Vichit Yamboonruang (CFO)
Capital Trust Group Limited, New Zealand
Address: 406, 77 Halsey Street, Auckland, 1010, New Zealand
Dear Sir,
This is a letter providing PAN’s consideration on valuation of CTG for acquisition by a SPAC (A special purpose acquisition company) to be listed on the NASDAQ or NYSE in near future.
This valuation is part of the other third-party valuations supporting the strategic mandate between Cinda International and PAN to explore existing fit and proper SPACs or forming a new SPAC to acquire major equity interest of CTG at a minimum market capitalization of USD 8.3 billion (as per the NZD 14.1 billion fully paid, non-cash consideration ordinary shares of CTG).
PAN* is a subsidiary of Foxconn and a pioneer in engineering, FinTech (Financial Technology) and De Facto Standards. Most of PAN’s 60 plus patent applications and patents granted are free for public use to promote De Facto standards, internal organic development and strategic acquisitions across industries. The CTG acquisition is a good example. Foxconn is the leader of ODM manufacturing in the world. Hon Hai Precision, more commonly referred to as Foxconn, is Apple’s largest manufacturer and is ranked no. 27 in the 2022 Fortune Global 500 ranking with $222.5 billion in revenue. (https://fortune.com/company/hon-hai-precision-industry/global500/ )
After the SPAC acquisition, CTG would be the surviving and the listed public company. PAN’s valuation, from the perspective of technology and business, provides a reality check to the CTG valuation from the professionals in the financial and investment banking industries.
Accordingly, after evaluating a valuation report of CTG as of January 20th, 2023 by Ammara Ihsan, an ACCA member (2212436) and Chartered Accountant Finalist, PAN considers that CTG’s 14.1 billion fully paid shares at a value per share of 3.72 NZ$ is a fair valuation. We reach this conclusion based on the 14,100 Private Trading Challenge Licenses acquired from W Ventures Ltd. The unique royalty fee program, the 10 years of useful life, the ability to generate revenue from 14,100 licenses/rights for years to come, the competitive advantage over the CME Group’s Private Trading Challenge** are CTG’s Proprietary Trading business and ecosystem power that led us to our conclusion.
Finally, it is PAN’s honor to have Mr.Peter Wasupit Wises of CTG and Mr.SeeTo of Cinda in the team of sponsors for the acquiring SPAC and for the SPAC founding team to secure the "earn-out" right to acquire 51% of CTG’s fully paid shares from existing shareholders over time and to become the sole management team of CTG going forward.
PAN is looking forward to discuss all related matters with Mr.Wises and Mr.SeeTo in due course.
Best regards,
Steve L.W. Hui
President & CEO
Power-All Networks Limited, a subsidiary of Foxconn
*Reference of Power-All Networks Ltd. (PAN), a subsidiary of Foxconn, in Foxconn Annual Report — Page 634 https://www.foxconn.com/s3/reports/shareholders-meetings/2021/Annual%20Report.pdf
**CME Group Private Trading Challenge Solution; https://www.cmegroup.com/education/files/private-challenge-brochure.pdf
