PropertyGuru SPAC Presentation Deck
Transaction Overview
37
Key Transaction Terms
Pro forma equity value at Listing of US$1,783m
100% rollover by existing PropertyGuru shareholders
REA has committed to $20m of the $100m PIPE and exercised a call option over
an additional US$32m of primary shares that will be settled with the PIPE
US$433m of pro forma cash held on balance sheet to pursue growth
Assumes no SPAC shareholders elect to have their SPAC shares redeemed for
cash as permitted
Illustrative Pro Forma Valuation
(US$m)
Total Equity Value(¹)
Existing Net Cash on Balance Sheet(2)
Cash to Balance Sheet from Transaction
Total Enterprise Value
Implied CY22F EV/Revenue (3)
(2)
(3)
$1,783
($40)
($393)
$1,350
12.4x
Illustrative Sources and Uses
(US$m)
Sources
New Bridgetown 2 Class A Shares
Bridgetown 2 Cash-in-Trust
PIPE Investor Cash
REA Option Exercise
Total Sources
Uses
PropertyGuru Purchase Equity(1)
Bridgetown 2 Sponsor Class A Shares
Cash to Balance Sheet from Transaction
Estimated Fees & Expenses
Total Uses
$1,352
$299
$100
$32
$1,783
$1,277
$75
$393
$38
$1,783
Note: USDSGD FX rate of 1:1.327
(1)
Assumes undiluted share count of 127.7 million rollover equity shares, 29.9 million Bridgetown 2 public shares, 7.5 million sponsor promote shares, 10.0 million PIPE shares and 3.2 million REA options shares. Undiluted share count does not include 112,000 warrants held by KKR (4.0 million pro forma shares) and 176,964
restricted stock units and share options (6.4 million pro forma shares). Assumes no SPAC shareholders elect to have their SPAC shares redeemed for cash as permitted
Cash on balance sheet as at 31 March 2021; includes pre-Listing adjustments
CY22F revenue of US$109.3m; Includes revenue contribution from REA Assets to be acquired (refer to slide 10 for further details), excludes impact from Listing proceeds investmentsView entire presentation