Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On July 23, 2021, Bridgetown 2 Holdings Limited, a Cayman Islands exempted
company limited by shares ("Bridgetown 2"), entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to
time, the "Business Combination Agreement"), by and among PropertyGuru Group
Limited, a Cayman Islands exempted company limited by shares ("PubCo"), B2 PubCo
Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a
direct wholly-owned subsidiary of PubCo ("Amalgamation Sub") and PropertyGuru
Pte. Ltd., a Singapore private company limited by shares ("PropertyGuru").
The Business Combination Agreement and the transactions contemplated thereby
were approved by the boards of directors of each of Bridgetown 2 and
PropertyGuru, save for PropertyGuru's approval of (i) the Amalgamation (as
defined below), which is subject to a prescribed approval process under
Singapore law, and (ii) the conversion of preference shares in the capital of
PropertyGuru, which is to occur upon completion of a separate transaction
entered into by PropertyGuru, but which in any event is agreed to occur prior to
closing under the Business Combination Agreement.
The Business Combination
The Business Combination Agreement provides for, among other things, the
following transactions: (i) Bridgetown 2 will merge with and into PubCo (the
"Merger"), with PubCo being the surviving entity; and (ii) following the Merger,
Amalgamation Sub and PropertyGuru will amalgamate and continue as one company,
with PropertyGuru being the surviving entity and becoming a wholly-owned
subsidiary of PubCo (the "Amalgamation"). The Merger, the Amalgamation and the
other transactions contemplated by the Business Combination Agreement are
hereinafter referred to as the "Business Combination."
The Business Combination is expected to close in the fourth quarter of 2021 or
the first quarter of 2022, following the receipt of the required approval by
Bridgetown 2's and PropertyGuru's shareholders and the fulfillment of other
customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business
Combination Agreement, (i) each issued and outstanding PropertyGuru ordinary
share will automatically be cancelled and converted into such number of newly
issued PubCo ordinary shares as determined in accordance with the Business
Combination Agreement; (ii) each outstanding PropertyGuru restricted stock unit
award will be assumed by PubCo and converted into the right to receive
restricted stock units based on such number of newly issued PubCo ordinary
shares as determined in accordance with the Business Combination Agreement;
(iii) each outstanding PropertyGuru option will be assumed by PubCo and
converted into an option in respect of such number of newly issued PubCo
ordinary shares as determined in accordance with the Business Combination
Agreement; (iv) each Company Warrant (as defined in the Business Combination
Agreement) will be assumed by PubCo and converted into a PubCo warrant to
purchase such number of newly issued PubCo ordinary shares as determined in
accordance with the Business Combination Agreement and pursuant to the Company
Warrant Assumption Agreement (as defined in the Business Combination Agreement);
(v) each issued and outstanding share of Amalgamation Sub will automatically be
converted into one Surviving Company Ordinary Share (as defined in the Business
Combination Agreement) and accordingly, PubCo shall be the holder of all
Surviving Company Ordinary Shares; (vi) each issued and outstanding Bridgetown 2
Class A ordinary share and Class B ordinary share will be cancelled and cease to
exist in exchange for one PubCo ordinary share; and (vii) each issued and
outstanding Bridgetown 2 private placement warrant will be assumed by PubCo and
converted into a warrant to purchase one PubCo ordinary share.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and
covenants of each of the parties thereto that are customary for transactions of
this type. The parties have also agreed, among other things, (i) that, subject
to receiving the necessary shareholder approval, PubCo will assume and restate
all of PropertyGuru's incentive equity plans into PubCo's incentive equity plans
on closing and (ii) that on closing, the board of directors of PubCo will
comprise the directors of PropertyGuru immediately prior to the completion of
the Amalgamation (or such other persons as PropertyGuru may designate pursuant
to a written notice to be delivered to PubCo sufficiently in advance of the
Merger Effective Time (as defined in the Business Combination Agreement)).
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Conditions to Each Party's Obligations
The obligations of Bridgetown 2 and PropertyGuru to consummate the Business
Combination is subject to certain closing conditions, including but not limited
to: (i) the Registration Statement (as defined below) having become effective;
(ii) the approval of the Bridgetown 2 and the PropertyGuru shareholders of the
transactions contemplated by the Business Combination Agreement and the other
transaction proposals having been obtained; (iii) PubCo's ordinary shares having
been approved for listing on the NYSE (subject to official notice of issuance);
(iv) the accuracy of representations and warranties to various standards, from
de minimis to material adverse effect; (v) material compliance with pre-closing
covenants; (vi) the bring-down to closing of a representation that no material
adverse effect has occurred (both for Bridgetown 2 and PropertyGuru); (vii) the
absence of a legal prohibition on consummating the transactions; and
(viii) Bridgetown 2 having at least $5,000,001 of net tangible assets remaining
after accounting for Acquiror Share Redemptions (as defined in the Business
Combination Agreement).
Termination
The Business Combination Agreement may be terminated under customary and limited
circumstances prior to the closing of the Business Combination, including, but
not limited to: (i) by mutual written consent of Bridgetown 2 and PropertyGuru;
(ii) by Bridgetown 2 if the representations and warranties of PropertyGuru are
not true and correct at the standards specified in the Business Combination
Agreement or if PropertyGuru fails to perform any covenant or agreement set
forth in the Business Combination Agreement such that certain conditions to
closing would not be satisfied by the closing of the Merger and the breach or
breaches of such representations or warranties or the failure to perform such
covenant or agreement, as applicable, are not cured or cannot be cured within
certain specified time periods; (iii) by PropertyGuru if the representations and
warranties of Bridgetown 2 are not true and correct at the standards specified
in the Business Combination Agreement or if any of Bridgetown 2, PubCo or
Amalgamation Sub fails to perform any covenant or agreement set forth in the
Business Combination Agreement such that certain conditions to closing would not
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The PubCo ordinary shares to be offered and
sold in connection with the PIPE Financing have not been registered under the
Securities Act in reliance upon the exemption provided in Section 4(a)(2)
thereof.
Item 7.01 Regulation FD Disclosure.
On July 23, 2021, PropertyGuru and Bridgetown 2 issued a press release (the
"Press Release") announcing the Business Combination. The Press Release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated herein by reference is the investor
presentation dated July 2021, for use by PropertyGuru, PubCo and Bridgetown 2 in
meetings with certain PIPE Financing investors as well as other persons with
respect to the Business Combination, as described in this Current Report on
Form 8-K. A copy of the transcript of a pre-recorded investor presentation is
furnished as Exhibit 99.3 hereto.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit
99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6 and Exhibit 99.7, is furnished
and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act,
or otherwise subject to liabilities under that section, and shall not be deemed
to be incorporated by reference into the filings of Bridgetown 2 under the
Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information of the information contained
in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit
99.4, Exhibit 99.5, Exhibit 99.6, and Exhibit 99.7.
Forward-Looking Statements
This Current Report on Form 8-K, including the description of the transactions,
agreements, and other information contained herein and the exhibits hereto
(collectively, this "communication") includes "forward-looking statements"
within the meaning of the federal securities laws with respect to the proposed
Business Combination, and also contains certain financial forecasts and
projections. All statements other than statements of historical fact contained
in this communication, including, but not limited to, statements as to future
results of operations and financial position, planned products and services,
business strategy and plans, objectives of management for future operations of
PropertyGuru, market size and growth opportunities, competitive position,
technological and market trends and the potential benefits and expectations
related to the terms and timing of the proposed Business Combination, are
forward-looking statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including "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. All forward-looking
statements are based upon estimates and forecasts and reflect the views,
assumptions, expectations, and opinions of Bridgetown 2 and PropertyGuru, which
are all subject to change due to various factors including, without limitation,
changes in general economic conditions as a result of COVID-19. Any such
estimates, assumptions, expectations, forecasts, views or opinions, whether or
not identified in this communication, should be regarded as indicative,
preliminary and for illustrative purposes only and should not be relied upon as
being necessarily indicative of future results.
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The forward-looking statements and financial forecasts and projections contained
in this communication are subject to a number of factors, risks and
uncertainties. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the timing and
structure of the Business Combination; changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of
applicable laws or regulations; the inability of the parties to successfully or
timely consummate the Business Combination, the PIPE Financing and the other
transactions in connection therewith, including as a result of the COVID-19
pandemic or the risk that any regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the Business Combination or that
the approval of the shareholders of Bridgetown 2 or PropertyGuru is not
obtained; the risk that the Business Combination disrupts current plans and
operations of Bridgetown 2 or PropertyGuru as a result of the announcement and
consummation of the Business Combination; the ability of PropertyGuru to grow
and manage growth profitably and retain its key employees including its chief
executive officer and executive team; the inability to obtain or maintain the
listing of the post-acquisition company's securities on the NYSE following the
Business Combination; failure to realize the anticipated benefits of Business
Combination; risk relating to the uncertainty of the projected financial
information with respect to PropertyGuru; the amount of redemption requests made
by Bridgetown 2's shareholders and the amount of funds available in the
Bridgetown 2 trust account; 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; the fact that closing (the
"REA Closing") of the Group's contemplated purchase of the Malaysian and Thai
assets of REA Group Ltd. ("REA") is subject to the satisfaction of certain
closing conditions, including REA's divestment of its 27% interest in 99 Group
(the operator of the websites 99.co, iProperty.com.sg and rumah123.com), failing
which the REA Closing may not occur; 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. 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/consent solicitation statement/prospectus
discussed below, 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 (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. 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 the PropertyGuru,
Bridgetown 2 or any other entity.
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Important Information About the Proposed Transactions and Where to Find It
This communication relates to a proposed Business Combination between
PropertyGuru and Bridgetown 2. This document does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange, any
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1 Business Combination Agreement, dated as of July 23, 2021, by and
among Bridgetown 2 Holdings Limited, PropertyGuru Group Limited, B2
PubCo Amalgamation Sub Pte. Ltd. and PropertyGuru Pte. Ltd.
10.1 REA Subscription Agreement, dated as of July 23, 2021, by and among
Bridgetown 2 Holdings Limited, PropertyGuru Group Limited and REA Asia
Holding Co. Pty Ltd.
10.2 Company Holders Support and Lock-Up Agreement and Deed, dated as of
July 23, 2021, by and among, Bridgetown 2 Holdings Limited,
PropertyGuru Group Limited, PropertyGuru Pte. Ltd., and the other
parties named therein.
10.3 Sponsor Support and Lock-Up Agreement and Deed, dated as of July
23, 2021, by and among Bridgetown 2 Holdings Limited, PropertyGuru
Pte. Ltd., PropertyGuru Group Limited and Bridgetown 2 LLC.
10.4 Registration Rights Agreement, dated as of July 23, 2021, by and
among Bridgetown 2 Holdings Limited, Bridgetown 2 LLC, PropertyGuru
Group Limited, PropertyGuru Pte. Ltd. and the parties listed as
"Holders" thereto.
10.5 Assignment, Assumption and Amendment Agreement, dated July 23, 2021,
by and among Bridgetown 2 Holdings Limited, PropertyGuru Group
Limited, and Continental Stock Transfer & Trust Company.
10.6 Novation, Assumption and Amendment Agreement, dated as of July 23,
2021, by and among PropertyGuru Group Limited, PropertyGuru Pte. Ltd.
and Epsilon Asia Holdings II Pte. Ltd.
99.1 Press Release, dated July 24, 2021.
99.2 Investor Presentation, dated July 2021.
99.3 Investor Presentation Video Transcript, dated July 2021.
99.4 PropertyGuru Product Video Transcript, dated July 2021.
99.5 PropertyGuru FastKey Video Transcript, dated July 2021.
99.6 Email to PropertyGuru Employees, dated July 24, 2021.
99.7 Email to REA Malaysia and Thailand Employees, dated July 24, 2021.
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