After pulling the plug on its Australian IPO almost two years ago, Singapore-based PropertyGuru is ready for another attempt at a public listing through a merger with a special purpose acquisition company (SPAC) backed by billionaires Richard Li and Peter Thiel.
Dubbed Bridgetown 2, the combined company, which is to list on the New York Stock Exchange, will have an enterprise value of $1.35 billion and an equity value of $1.78 billion, digital marketplace operator PropertyGuru said in a release. That valuation is roughly double the A$1.2 billion ($881 million) that PropertyGuru had targeted in its failed attempt to tackle the ASX in 2019.
“The market for property is probably the oldest market in the world, and only now is it beginning to change rapidly,” Thiel said. “As PropertyGuru spearheads that change in Southeast Asia, Bridgetown 2 will provide capital and expertise to accelerate it even further.”
The famed investors are moving forward with the SPAC deal despite PropertyGuru having lost S$11.8 million ($8.7 million) last year as its revenues contracted by 7.2 percent to S$82.1 million. In 2019, the firm had suffered a net loss of S$39.8 million but had predicted a profitable 2020 based on expectations of S$105 million in revenue in its IPO prospectus that year.
All Hands on Deck
The transaction is expected to deliver $431 million in gross proceeds, including a contribution of up to $299 million in cash from the trust account of Bridgetown 2 — a SPAC formed by Li’s Hong Kong-based Pacific Century Group and Thiel Capital, an investment firm led by the PayPal co-founder.
Bridgetown 2’s cash infusion will occur alongside a $100 million private placement of common stock priced at $10 a share and anchored by Baillie Gifford, Naya, REA Group, Akaris Global Partners and one of Malaysia’s largest asset managers. REA, an Australian real estate advertising firm controlled by News Corp, will kick in an additional $32 million investment.
Private equity firms KKR and TPG Group — two existing investors that ploughed a further $300 million into PropertyGuru last year — will roll 100 percent of their equity into the combined company, as will REA.
The transaction is expected to close in the fourth quarter of 2021 or the first quarter of 2022, subject to regulatory and stockholder approvals. PropertyGuru’s management team, led by CEO Hari Krishnan and chief financial officer Joe Dische, will continue to helm the public company.
Li, the younger son of tycoon Li Ka-shing, said Southeast Asia’s fast-growing middle class, increased urbanisation and tech disruption create a unique mix for PropertyGuru to draw from.
“We recognise the transformational impact of these long-term trends and are focused on operating our own core business and investing in local champions that are successfully leveraging technology to reshape the region’s economy and how people carry out their everyday lives,” he said.
Founded in 2007, PropertyGuru provides digital marketplaces to match buyers and tenants with sellers and landlords in five large Southeast Asian economies: Indonesia, Malaysia, Singapore, Thailand and Vietnam.
PropertyGuru’s other services include digital marketing for property agents and developers; sales process automation for property developers; a digital mortgage marketplace and brokerage; and property data consultancy for banks, valuers and property developers.
The company reported average annual revenue growth of 25 percent in the four years preceding the COVID-19 pandemic. PropertyGuru previously sought to raise up to A$380 million ($260 million) from an initial public offering and listing on the ASX, but it terminated the plan in October 2019 due to “uncertainty” in the IPO market at the time.
Now the Singaporean firm is taking an expedited route with the aid of a SPAC, a blank-cheque company incorporated for the purpose of achieving a future merger, asset acquisition or similar deal.
SPACs have gained popularity as a way to bypass the traditional IPO process and quickly gain access to public capital markets. 2020 saw 248 SPAC IPOs raise a record $83.3 billion, up sharply from $13.6 billion in 2019.
The advantage of a SPAC from an investment standpoint is that the IPO proceeds are held in trust and are returned to the shareholders if the SPAC fails to complete a merger or acquisition within a certain window.