THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
This announcement is an advertisement and not a prospectus or admission document and does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation is unlawful. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the admission document (the "Admission Document") intended to be published by DagangHalal Plc (the "Company" or "DagangHalal" in due course in connection with the proposed admission of its ordinary shares to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission"). Copies of the Admission Document will, following publication, be available for inspection on the Company's website at www.daganghalalgroup.com.
22 February 2016
DAGANGHALAL ANNOUNCES INTENTION TO FLOAT ON AIM
London - DagangHalal plc ("DagangHalal", the "Company" and the "Group"), the world's first global e-marketplace to address the need for Halal verification, today announces its intention to place certain of its ordinary shares with new investors (the "Placing") and to apply for the admission of its entire issued share capital to trading on AIM (the "Admission"), a market operated by London Stock Exchange plc. Dealings in the Company's shares on AIM are expected to commence in March 2016.
Arden Partners plc ("Arden Partners") is acting as Nominated Advisor and Joint Broker to the Company. Optiva Securities Ltd ("Optiva") is acting as Joint Broker and Ingenious Haus (UK) Ltd ("Ingenious Haus") is acting as Financial Adviser.
The Group operates DagangHalal.com, the world's first global e-marketplace to provide Halal verification. With its unique Halal Verified Engine ("HVE") database, DagangHalal.com allows the rapidly growing community of Halal suppliers and consumers to deal with confidence, assuring them that the products and services being purchased are Halal.
Halal is a religion-driven concept, which is implemented in adherence to the core principles and values, laid down by the Islamic principles of Shari'ah law so that a product is suitable for consumption by a Muslim. Halal is applicable across a range of industries, including food and beverages, consumer goods and personal care, healthcare and pharmaceuticals, science and new technologies and hospitality and leisure amongst others.
Globally, the Halal industry is highly fragmented being composed of small and medium enterprises. The global Halal market is one of the fastest growing markets in the world with the Muslim population expected to grow from 1.6 billion in 2010 to 1.8 billion in 2020.
Over the past three financial years the Group's revenue has increased from MYR1.18 million for the financial year ended 31 December 2012 to MYR3.405 million for the financial year ended 31 December 2014, representing an increase over the period of 187%.
Mohamed Hazli Mohamed Hussain ('Hazli'), Chief Executive Officer of DagangHalal commented:
"The global Halal market is huge, and digital technology will bring that market into the 21st century. More than $1 trillion is spent on Halal food and beverages each year and that figure is expected to grow to $1.6 trillion by 2018. Market participants want to be sure that the products they are buying are genuine Halal and our HVE portal and e-marketplace is able, for the first time, to give complete confidence in product authenticity.
"With widespread internet use and smartphone adoption across the world's Muslim population, we now have the infrastructure to be able to check product authenticity anytime and anywhere. DagangHalal now has the opportunity to consolidate its position in the industry - delivering a single platform and a focal centre for global Halal trade and the proposed Placing and Admission to AIM will enable us to accelerate our growth towards this ambition."
For further information please contact:
via FTI Consulting
Mohamed Hazli Mohamed Hussain, Chief Executive Officer
Ali Sabri Sani Abdullah , Chief Financial Officer
+44 (0) 20 7614 5900
James Felix / Patrick Caufield (Corporate Finance)
+44 (0)20 3137 1902
+44 (0) 20 3727 1000
Chris Lane / Rob Mindell / Elena Kalinskaya
* * * * *
Key strengths and opportunities
· Strong brand recognition in the global Halal sector with an internet presence
The Group is well positioned within the global Halal trade market. As of February 2016, the Group has built up partnerships with 37 Certification Bodies ("CBs") and has participated in Halal trade fairs. Since 2011, DagangHalal.com has supported verified e-commerce for more than 3,500 sellers of Halal products and services.
· A diverse business benefitting from exposure to multiple elements of the global Halal ecosystem
The Group operates three business strands, being an online e-marketplace, a Halal Certified database, and a Halal media and events business, all of which are well positioned to benefit from the continued growth of the global Halal industry.
· Strong relationship with JAKIM and other leading Halal certification bodies worldwide
Since 2009, the Group has been working with JAKIM, the Malaysian Certification Body that the Directors believe is one of the most trusted and most recognised stamps of approval in the Halal industry. The Group also has strong relationships with other leading Halal CBs worldwide.
· First-mover advantage with proprietary and unique HVE database
DagangHalal.com is the world's first global e-marketplace to provide Halal certification. In conjunction with JAKIM, the Group has developed the Halal Verified Engine, an online database of Halal certificates which have been generated and uploaded by JAKIM recognised CBs. As at February 2016, the Group has signed agreements with 37 out of the 73 JAKIM-recognised CBs and has uploaded over 60,000 valid Halal certificates onto the HVE. The Directors believe that HVE is the only global online Halal verification repository that is able to underpin the verification of Halal products.
· Favourable market dynamics and drivers
The Group operates in a growing market, supported by the growth of the Muslim population and rising household incomes in the markets in which the Group operates. The global Halal market is one of the fastest growing markets in the world with the Muslim population expected to grow from 1.6 billion in 2010 to 1.8 billion in 2020. Global spending on Halal food and beverages was estimated to be valued at $1.1 trillion in 2012 and is expected to grow to $1.6 trillion in 2018 and account for 17.4%. of global expenditure.
· Improving financial track record
Between the financial year ended 31 December 2012 and the financial year ended 31 December 2014, the Group's revenue increased by 187% to MYR3.405 million.
Under the Group's HVE model, the Group issues credits on a per certificate basis, which are then used and recognised as revenue when a certificate is downloaded on HVE. Accordingly, as demand for HVE increases, the Group will benefit from increasing levels of revenue visibility.
· Strength of management team
The Group has a highly qualified and experienced management team with in-depth industry knowledge and a track record in growing technology companies across a number of geographic markets.
· Multiple growth opportunities
The Group's long-term vision is to become the world's digital Halal marketplace, delivering a single platform and a focal centre for the global Halal industry. Further growth can be achieved through sales and marketing, as well as geographical expansion. In addition, the Directors see great opportunity to further help buyers to look for a genuine Halal suppliers, with optimised technology, and a greater scope of services for Halal merchants.
Further growth opportunities can be found from favourable market dynamics. Key geographies are experiencing an increase in demand for Halal products at a time of rapid technological development that makes it easier and quicker for buyers, sellers and CBs to interact in a marketplace. Widespread internet use and smartphone adoption creates an opportunity for product verification at any time and anywhere. At the same time, JAKIM is consolidating the standards required by CBs. As a result, with its proprietary technology and relationship with JAKIM, the Directors believe that DagangHalal is in a strong position to benefit from a complementary set of market trends.
The Halal market is divided into food and non-food sectors. As of today, the largest of these markets (excluding Islamic finance) is the Halal food and beverages sector which includes meat, poultry, fish, dairy produce, edible vegetables, fruit and nuts, as well as processed foods and many non-alcoholic beverages.
Food & Beverage
The awareness and observance of Halal is undeniably the greatest within this sector, and the Directors' believe that adherence to Halal compliance by food and beverage producers is of the utmost importance. Indeed, the food and beverages sector constitutes over 60% of the global market potential for Halal products, of which primary meats, processed goods, baked goods and confectionary constitute approximately 35%.
The Halal Market Opportunity
The exchange of goods between businesses and consumers has traditionally been conducted via trading platforms such as catalogues, trade shows or through third-party intermediaries such as distributors and traders. Such forms of engagement can often carry elements of inefficiency making trading time consuming and difficult for buyers and merchants. The fragmented and regional nature of these marketplaces often compounds the effect of these inefficiencies, making the transactions difficult and expensive. The advent of the Internet has seen the creation of a multitude of online marketplaces or e-marketplaces which overcome many of these inefficiencies. Within the context of the Halal industry there have also been several e-marketplaces which have emerged, of which DagangHalal.com is one. As such the Group operates within the global Halal e-commerce trade market which is driven by several factors, including, but not limited to, the rising spending power of Muslim consumers (which according to Smith Zander is projected to increase from USD2.9 trillion in 2010 to USD 3.8 trillion by 2015 and to USD 5.3 trillion by 2020), increasing internet penetration and internet connected mobile phone penetration, increasing trends in online shopping and the rapid development of distributed logistics infrastructure and express delivery networks. For example, global expenditure on Halal trade is expected to grow from USD 1.7 trillion in 2012 to USD 2.67 trillion in 2018 at a Compound Annual Growth Rate ("CAGR") of 7.8%. Furthermore, the increasing availability of cheap and reliable technology for secure transactions has led to a significant growth in online sales, and global e-commerce sales grew from USD561 billion in 2010 to USD963.0 billion in 2013. E-commerce activities in Asia and the rest of the world were primarily driven by rapidly increasing computer and internet penetration. According to Smith Zander, global e-commerce sales are further expected to grow to USD1.4 trillion in 2015 and USD4.9 trillion in 2020.
There are three principal strands to the Group's business:
· E-marketplace, e-commerce and web solutions
o Halal Trade Manager System
o E-commerce Advanced Solutions
· Halal Certificate Repository
· Halal events, training, education and consultancy business
o International and local trade fairs and nationwide (Malaysia) consumer carnivals
o Halal training course
E-marketplace, e-commerce and web solutions
DagangHalal.com enables both B2B product and service listings as well as B2C sales for independent merchants looking to sell verified Halal products. The Group does not purchase or hold any products as inventory but helps sellers optimise the selling of their Halal products or services to potential buyers. The Group monetises its e-marketplace by selling year long merchant packages which enable independent merchants to list their Halal products or services on the e-marketplace website. There are three fee earning twelve month subscription packages, trade, silver and gold; which vary in terms of the number of products which can be listed, the number of trade categories which the merchant can showcase a product in and the search priority on the DagangHalal.com e-marketplace relative to other merchants.
Halal Certificate Repository:
The HVE (halalverified.com) is the world's first Halal repository designed to ensure accurate Halal verification and expedite the Halal-certification process for applicants. Currently hosted on Microsoft's cloud services, namely Windows Azure and SQL Server, HVE allows the public to "verify with just one click" the veracity and validity of Halal certificates from international Halal verification bodies recognised by JAKIM, for both local and imported products. It also simplifies the time and cost consuming processes to verify the Halal status of ingredients or components in a supply chain that come from other countries with the support and up-to-date information shared by the CBs which are recognised by JAKIM. HVE allows CBs to verify the authenticity of the certificates submitted from applicants for Halal certificates (Halal Applicants). Moreover, the CBs can utilise the system to help market the certificate holders to international buyers.
In order for a business to market its product as Halal to the standards of JAKIM or to the standards of one of the JAKIM recognised CBs, it must first obtain approval from one of these parties. The process of Halal certification is divided into two stages, a documentation phase and an audit phase. In the documentation phase, an applicant will prepare its application by collating the various Halal certificates from differing suppliers via phone, fax and email to prove the Halal status of each of the ingredients that they use in the their product. The applicant may also need to identify the alternative suppliers if their initial suppliers are not Halal certified by JAKIM or a JAKIM recognised CBs. The Directors believe that such processes can make the application process time-consuming.
Once an application has been prepared and approved by the issuing CB this is followed up with an audit. During this audit the issuing CB will check the validity of the statements made relating to the processes on the application form and review the hygiene practices of the staff amongst other factors. Once an applicant has successfully completed both stages, they will typically be issued with a Halal certificate.
The HVE system originated as a concept in April 2012, when JAKIM and the Group entered into the Smart Partnership Agreement to cooperate on the establishment of the HVE. Following further discussions with JAKIM, a cooperation agreement was signed on 11 July 2014. As part of this agreement DagangHalal.com was to create a database which would benefit the public, members from the food and beverage industry seeking Halal certification from JAKIM, and JAKIM-recognised CBs. Once issued, a certificate is typically valid for between one and two years.
The Directors believe that the HVE provides a solution to entities within the Halal industry needing to obtain verified and current Halal certificates, including halal applicants, Certification Bodies, supplier and manufacturers, consumers, and trade and custom officials.
Halal events, training, education and consultancy business:
International and local trade fairs
The Group has organised events and trade fairs and seeks to attend local and international trade fairs. The Group co-organised a number of "1Malaysia1Halal" carnivals with JAKIM between 2010 and 2012. In 2012, the Group co-organised a three day carnival aimed at educating the public about non-recognised Halal logos and certificates provided by food manufacturers. The Group generated revenue by selling sponsorship packages and merchant packages, which enabled merchants to hold a stall to promote and sell their products. The Group did not host any carnivals in 2013, 2014 or 2015 due to a switch of focus towards the development of the HVE and HCMS. It is the Group's intention to resume hosting its own carnivals post Admission in 2016.
The Group writes and publishes a quarterly Halal trade magazine, HMAG, which features industry articles and advertisements. The articles focus on the Halal industry, including information about upcoming trade fairs and features interviews with prominent Halal industry figures. The Group generates advertising revenue by selling advertising space in the magazine which it then distributes at trade fairs it attends.
Halal training courses
Since September 2014, the Group has offered training courses for potential applicants or existing certificate recipients. Each training session attracts a fixed fee and the Group holds these events as necessary, usually in conjunction with its consultancy business.
Consultancy to businesses applying for Halal certification
On 3 January 2014, the Group entered into an agreement with JCP Professional Services Sdn Bhd, a Halal compliance consultancy business. The purpose of this agreement was to provide Halal Applicants with consultancy services to assist them with their Halal certificate application.
Strategy and objectives
The Group's overall objective is to promote Halal trade by facilitating and simplifying Halal business transactions anywhere and anytime. The Group's long-term goal is to become the world's digital Halal marketplace, delivering a single platform and a focal centre for the global Halal industry.
The Group's growth strategy consists of the following activities:
1) Grow the Group's ecosystem in existing core markets
The Group currently operates within Malaysia and Southern Asia, which are Muslim dominated regions. The Directors believe that there is a significant opportunity to further grow the number of buyers and sellers benefiting from DagangHalal.com's businesses in these regions. To achieve this growth, the Group intends to hire additional sales and marketing professionals in the region who will be focused on increasing awareness and driving demand.
2) Expand the Group's activities into new geographies
The Directors believe that the Group's offerings are well positioned to benefit buyers and sellers of Halal produce in geographies where the Group does not currently operate, identifying a growing demand for Halal verification and Halal verified products. Key regions to be targeting include Indonesia, China and Japan.
3) Increase the number of Halal CB partners
The Group currently has 37 out of over 120 CBs using the HVE database. By increasing the number of CBs using HVE, the Group's serviceable addressable market increases. The Directors believe that HVE is the only global online Halal verification repository that is able to underpin the verification of Halal products.
4) Further develop the Group's platform, products and proprietary technology
The Group is currently well positioned to grow and benefit from increasing adoption of its products and services. The Directors see great opportunity to further help buyers to look for genuine Halal suppliers, with optimised technology, additional web content and a greater scope of services for Halal merchants. This includes, but is not limited to further development of the DagangHalal.com payment platform, mobile solution and HCMS software extension.
Reason for Admission
The Directors believe that the Company's proposed admission to AIM is important in raising capital for the future development of the business. Other benefits include:
· Increasing its financial strength and credibility;
· Raising the profile of the business within the food industry and consumers; and
· Providing access to new investors and future capital.
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Arden Partners solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom.
This announcement is an advertisement and does not constitute an admission document relating to Company, nor does it constitute or form part of any offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for, any securities in the Company nor shall this announcement or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
Persons who wish to subscribe for and/or purchase ordinary shares of the Company are reminded that any such subscription and purchase should only be made on the basis of the information contained in the Admission Document published by the Company and not on the information contained in this announcement. Copies of the Admission Document will, following publication, be available from the Company's website at www.daganghalalgroup.com. No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company or any of its affiliates in relation to any purchase of or subscription for securities of the Company.
This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States. These materials are for informational purposes only and do not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act").The securities referred to herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no offer of securities in the United States.
This announcement (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, Japan or South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
No representation or warranty, express or implied, is given by or on behalf of the Company, Arden Partners, Optiva or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified. The information in this announcement is subject to change.
Arden Partners and Optiva, which are both regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and no-one else in connection with this announcement and the proposed Placing and Subscription. Arden Partners and Optiva will not regard any other person as their client in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the proposed Placing and Subscription, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Forward - Looking Statements
This announcement includes forward-looking statements relating to the Company's future prospects, developments and strategies and are based on the Directors' current expectations projections, and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements are sometimes identified by the use of terms and phrases such as "believe", "expects", "envisage", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "targets" or "anticipates" or the negative thereof, variations or comparable expressions, including reference to assumptions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or the Company relating to the Company's future prospects, developments and strategies and are based on assumptions and estimates and involve risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievement expressed or implied by such forward looking statements. No assurance can be given that such future results will be achieved. New factors may emerge from time to time that could cause the Company's business not to develop as it expects and it is not possible for the Company to predict all such factors. Each forward-looking statement contained in this announcement speaks only as of the date of the particular statement. The Company, the Directors and Arden Partners expressly disclaim any obligation to update these forward-looking statements contained in this announcement to reflect any change in their expectations or any change in future events or developments on which such statements are based unless required to do so by applicable law or regulation, the AIM Rules for Companies or the AIM Rules for Nominated Advisers.