- Proceeds of ~US$254 million will be used to further accelerate
organic growth and pursue M&A opportunities to capture the
growth momentum of a recovering Southeast Asia property market
driven by long-term macro tailwinds of increasing affluence,
digitalization and urbanization
- Transaction values PropertyGuru at an enterprise value of
~US$1.36 billion and an equity value of ~US$1.61 billion
- PropertyGuru will ring the NYSE’s opening bell on March 18 and
begin trading under the ticker “PGRU”
PropertyGuru Pte. Ltd. (“PropertyGuru” or “the Company”),
Southeast Asia’s leading1 property technology (“PropTech”) company,
today completed its previously announced business combination with
Bridgetown 2 Holdings Limited (“Bridgetown 2”) (NASDAQ: BTNB), a
special purpose acquisition company formed by Pacific Century Group
(“Pacific Century”) and Thiel Capital LLC (“Thiel Capital”). The
business combination was approved by Bridgetown 2 stockholders in
an Extraordinary General Meeting of Company Shareholders held on
March 15, 2022.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220317006030/en/
PropertyGuru Group Limited’s (“PubCo”) ordinary shares are
expected to begin trading on the New York Stock Exchange (“NYSE”)
on March 18, 2022 under the ticker symbol “PGRU”.
“We are thrilled to have successfully completed our business
combination with Bridgetown 2, which provides additional capital to
pursue organic and strategic growth, and will accelerate our
ability to access capital markets in pursuit of delivering
world-class solutions for our customers,” said Hari V. Krishnan,
Chief Executive Officer and Managing Director, PropertyGuru
Group. “Over the past 15 years PropertyGuru has helped shape
the PropTech industry in Southeast Asia and introduced many first
solutions for property seekers, agents, and developers that enabled
digitalization of the property industry. As evidenced by the 23%
increase in our 2021 revenue – we are entering our next post-Covid
phase of growth with significant momentum.
“As we look ahead, we will continue to invest in technology and
expand our services and offerings to build on our leading positions
in Singapore, Vietnam, Malaysia and Thailand.1 Southeast Asia’s
real estate market is beginning to recover from the pandemic and as
the region’s increasingly affluent and digitally enabled population
moves to urban centers, PropertyGuru is well-positioned to benefit
from these long-term trends.”
Southeast Asia is estimated to be the world’s fourth largest
economy by 20302, driven by favourable long-term macroeconomic
dynamics, creating significant opportunities for PropertyGuru -
which has an addressable market of US$8.1 billion according to
Frost & Sullivan. Through its continued investments, the
Company is positioned to stay ahead of the evolving market demand
and extend its leadership position as the region’s property markets
recover from the pandemic.
“PropertyGuru is digitally transforming a traditional real
estate market in Southeast Asia to create a trusted and transparent
online property marketplace,” said Matt Danzeisen, Chairman,
Bridgetown 2. “We believe PropertyGuru is just scratching the
surface in the world’s most dynamic and fastest growing region, and
we are excited to partner with Hari and his talented team to create
lasting value for our shareholders, employees, customers and
partners.”
Transaction Details
The completion of the business combination values PropertyGuru
at an enterprise value of ~US$1.36 billion and an equity value of
~US$1.61 billion.
PropertyGuru received ~US$254 million in gross proceeds through
the contribution of US$122 million of cash held in Bridgetown 2’s
trust account, a concurrent US$100 million private placement
(“PIPE”) of common stock anchored by Baillie Gifford, Naya, REA
Group, Akaris Global Partners, and one of Malaysia’s largest asset
managers, priced at US$10.00 per share. REA Group also invested an
additional US$32 million. In addition, KKR, TPG Group and REA Group
rolled 100% of their equity into PropertyGuru, demonstrating their
continued commitment to the Company’s growth strategy.
Advisors
Merrill Lynch (Singapore) Pte. Ltd. served as exclusive
financial advisor to PropertyGuru. Latham & Watkins LLP and
Allen & Gledhill LLP served as legal advisors to
PropertyGuru.
Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets
Inc., KKR Capital Markets Asia Limited and TPG Capital BD, LLC
served as placement agents to Bridgetown 2. Skadden, Arps, Slate,
Meagher & Flom LLP and Rajah & Tann Singapore LLP served as
legal advisors to Bridgetown 2.
Ringing the Bell at the NYSE
On March 18, PropertyGuru’s Chief Executive Officer and Managing
Director Hari V. Krishnan will ring the NYSE opening bell at 9:30
a.m. Eastern Time (9:30 p.m. Singapore Time). He will be joined on
stage by PropertyGuru’s Leadership team, Founders, Board and
Bridgetown 2’s Chairman and CEO. The bell-ringing ceremony will be
livestreamed to its gala listing event in Singapore and available
on NYSE’s website here: https://www.nyse.com/bell.
PropertyGuru will commemorate its listing by opening the doors
to the Company’s five Southeast Asian markets through live-stream
door installations between New York and its home markets, that will
be set up at the NYSE’s Experience Square. The event will take
place at 10:15a.m. Eastern Time.
About PropertyGuru Group
PropertyGuru Group is Southeast Asia’s leading property
technology company1, and the preferred destination for over 50
million property seekers to find their dream home, every month.
PropertyGuru and its group companies empower property seekers with
more than 3.3 million real estate listings, in-depth insights, and
solutions that enable them to make confident property decisions
across Singapore, Malaysia, Thailand, Indonesia, and Vietnam.
PropertyGuru.com.sg was launched in 2007 and has helped to drive
the Singapore property market online and has made property search
transparent for the property seeker. Over the decade, the Group has
grown into a high-growth technology company with a robust portfolio
of leading property portals across its core markets company;
award-winning mobile apps; a high quality developer sales
enablement platform, PropertyGuru FastKey
(https://www.propertygurugroup.com/fastkey/); mortgage marketplace
PropertyGuru Finance
(https://www.propertyguru.com.sg/mortgage/home-loan); and a host of
other property offerings including Awards
(https://www.asiapropertyawards.com/en/), events and publications
across Asia.
For more information, please visit:
https://www.propertygurugroup.com/;
https://www.linkedin.com/company/propertyguru/
Key Performance Metrics
Engagement Market Share is the average monthly engagement for
websites owned by PropertyGuru as compared to average monthly
engagement for a basket of peers calculated over the relevant
period. Engagement is calculated as the number of visits to a
website during a period multiplied by the average amount of time
spent on that website for the same period, in each case based on
data from SimilarWeb.
Number of real estate listings is calculated as the number of
listings created during the month for Vietnam and total listings at
the end of the previous month for other markets.
Forward-Looking Statements
Certain statements in this press release may constitute
“forward-looking” statements and information, within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934, and the safe harbor provisions of
the U.S. Private Securities Litigation Reform Act of 1995 that
relate to PropertyGuru’s current expectations and views of future
events. In some cases, these forward-looking statements can be
identified by words or phrases such as “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.
These forward-looking statements are subject to risks,
uncertainties and assumptions, some of which are beyond our
control. In addition, these forward-looking statements, including
statements regarding our future results of operations and financial
position, planned products and services, business strategy and
plans, objectives of management for future operations, market size
and growth opportunities, competitive position and technological
and market trends, reflect our current views with respect to future
events and are not a guarantee of future performance. Actual
outcomes may differ materially from the information contained in
the forward-looking statements as a result of a number of factors,
including, without limitation, the following: changes in domestic
and foreign business, market, financial, political and legal
conditions; the ability of PropertyGuru to grow and manage growth
profitably and retain its key employees including its chief
executive officer and executive team; failure to realize the
anticipated benefits of PropertyGuru’s completed business
combination; risk relating to the uncertainty of the projected
financial information with respect to PropertyGuru; PropertyGuru’s
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 Group’s ability to achieve profitability
despite a history of losses; the Group’s ability to implement its
growth strategies and manage its growth; customers of the Group
continuing to make valuable contributions to its platform, the
Group’s ability to meet consumer expectations; the success of the
Group’s new product or service offerings; the Group’s ability to
produce accurate forecasts of its operating and financial results;
the Group’s ability to attract traffic to its websites; the Group’s
ability to assess property values accurately; the Group’s internal
controls; fluctuations in foreign currency exchange rates; the
Group’s ability to raise capital; media coverage of the Group; the
Group’s 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 Group’s 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 Group’s
strategic investments and acquisitions, changes in the Group’s
relationship with its current customers, suppliers and service
providers, disruptions to information technology systems and
networks, the Group’s ability to grow and protect its brand and the
Group’s reputation, the Group’s ability to protect its intellectual
property; changes in regulation and other contingencies; the
Group’s ability to achieve tax efficiencies of its corporate
structure and intercompany arrangements; 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 completed
business combination and technological advancements in the Group’s
industry, as well as and other risk factors set forth in the
section titled “Risk Factors” in our Prospectus filed with the
Securities and Exchange Commission on February 15, 2022, and other
documents filed with or furnished to the SEC.
The forward-looking statements contained in this document are
subject to a number of factors, risks and uncertainties, some of
which are not currently known to PropertyGuru or Bridgetown 2. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of
PubCo’s registration statement on Form F-4, the proxy statement/
prospectus therein, Bridgetown 2’s 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.
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 2’s and PropertyGuru’s expectations, plans, projections
or forecasts of future events and view. If any of the risks
materialize or Bridgetown 2’s or PropertyGuru’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements.
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 2’s or PropertyGuru’s 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 PropertyGuru, Bridgetown 2 or
any other entity.
Industry and Market Data
This document contains information, estimates and other
statistical data derived from third party sources and/or industry
or general publications. Such information involves a number of
assumptions and limitations, and you are cautioned not to place
undue weight on such estimates. PropertyGuru, PubCo and Bridgetown
2 have not independently verified such third-party information, and
make no representation as to the accuracy of such third-party
information.
____________________ 1 In terms of Engagement Market Share based
on SimilarWeb data. 2 According to the Singapore Business Review,
ASEAN to become world's fourth largest economy for 2030: Singapore
PM Lee, August 2018
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220317006030/en/
Media PropertyGuru
Group Sheena Chopra +65 9247 5651
sheena@propertyguru.com.sg
Sard Verbinnen & Co Ron Low and Jay Qin – Asia Liz
Zale and Chloe Clifford – U.S. PropertyGuru-SVC@sardverb.com
Investor PropertyGuru
Group Investor Relations investors@propertyguru.com
The Blueshirt Group Chris Hollenbeck
propertyguru@blueshirtgroup.com
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