PropertyGuru SPAC Presentation Deck slide image

PropertyGuru SPAC Presentation Deck

Disclaimer (Cont'd) Forward Looking Statements This presentation contains forward-looking statements that reflect our current views with respect to, among other things, our industry, operations and financial performance. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words 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. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Some of the factors that may cause actual outcomes or results to differ materially from those expressed in, or implied by, the forward-looking statements include, but are not limited to: 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 consummation of the Business Combination and technological advancements in the Group's industry. The foregoing list of factors is not exhaustive. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. All information herein speaks only as of (1) the date hereof, in the case of information about Bridgetown and PropertyGuru, or (2) the date of such information, in the case of information from persons other than Bridgetown and PropertyGuru. Forecasts and estimates regarding PropertyGuru's industry are based on sources we believe to be reliable; however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. You should read this presentation with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of the proxy statement/prospectus on Form F-4 relating to the business combination, which is expected to be filed by PropertyGuru with the SEC and other documents filed by PropertyGuru from time to time with 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. Bridgetown and PropertyGuru assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Confidential Information The information contained in this presentation is confidential and being provided to you solely for the purpose of assisting you in familiarizing yourself with Bridgetown and PropertyGuru in connection with their proposed business combination. This presentation is being provided solely for your confidential use with the express understanding that you will not release any portion of this document, discuss the information contained herein, or make reproductions of or use this presentation for any other purpose without the prior express written permission of Bridgetown and PropertyGuru. By reviewing this information, you are acknowledging the confidential nature of this information and are agreeing to abide by the terms of this legend. Use of Projections and Historical Financial Information The 2019 and 2020 historical financial data included in this presentation has been derived based on PropertyGuru's management accounts prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and are subject to updates based on an ongoing audit in accordance with PCAOB standards. This presentation contains financial forecasts for PropertyGuru with respect to certain financial results for PropertyGuru's fiscal years 2021 through 2025 for illustrative purposes. Neither Bridgetown's nor PropertyGuru's independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. While such information and projections are necessarily speculative, PropertyGuru and Bridgetown believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of PropertyGuru or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. All subsequent written and oral forward-looking statements concerning PropertyGuru and Bridgetown, the proposed transactions or other matters and attributable to PropertyGuru and Bridgetown or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Non-IFRS Financial Measures This presentation also includes certain financial measures not presented in accordance with IFRS including, but not limited to, Average Revenue per Agent, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Drop Through, average listing price per day and certain ratios and other metrics derived therefrom. These non-IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing PropertyGuru's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that PropertyGuru's presentation of these measures may not be comparable to similarly-titled measures used by other companies. Bridgetown and PropertyGuru believe these non-IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to PropertyGuru's financial condition and results of operations. Bridgetown and PropertyGuru believe that the use of these non-IFRS financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing PropertyGuru's financial measures with other similar companies, many of which present similar non-IFRS financial measures to investors. Management does not consider these non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. These non-IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-IFRS financial measures. This presentation also includes certain projections of non-IFRS financial measures. Due to the high difficulty in forecasting and quantifying some of the information that is excluded from these projected non-IFRS measures, together with some of the excluded information not being ascertainable or accessible, non-IFRS measures in this presentation are presented on a non-IFRS basis without reconciliations to the most directly comparable IFRS financial measures. Industry and Market Data In this presentation, Bridgetown and PropertyGuru rely on and refer to certain information, estimates and statistics obtained from third-party sources (including Frost & Sullivan). Frost & Sullivan cannot guarantee the accuracy of such information. You are cautioned not to give undue weight to such estimates. Neither Bridgetown nor PropertyGuru has independently verified the accuracy or completeness of any such third-party information, which involves elements of subjective judgment and analysis that may or may not prove to be accurate. None of Bridgetown, PropertyGuru, their respective affiliates, the Placement Agents or any third parties that provide information to Bridgetown, PropertyGuru, or their respective affiliates, such as market research firms, guarantee the accuracy, completeness, timeliness, or availability of any information. None of Bridgetown and PropertyGuru, their respective affiliates, the Placement Agents, or any third parties that provide information to Bridgetown, PropertyGuru, and their respective affiliates, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Bridgetown and PropertyGuru may have supplemented such information where necessary, taking into account publicly available information about other industry participants and the PropertyGuru's management's best view as to information that is not publicly available. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SMⒸ or symbols, but Bridgetown and PropertyGuru will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. None of Bridgetown, PropertyGuru, their respective affiliates, or the Placement Agents give any express or implied warranties with respect to the information included herein, including, but not limited to, any warranties regarding its accuracy or of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special, or consequential damages, costs, expenses, legal fees, or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. By accepting this presentation, the recipient will be deemed to have acknowledge and agreed to the foregoing.
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