F-1/A: Linkers Industries Limited Files for IPO on Nasdaq Capital Market

Sentiment:

Registration Statement


Linkers Industries Limited, a British Virgin Islands-based holding company with wire/cable harness manufacturing operations in Malaysia, has filed an amended registration statement for its initial public offering on the Nasdaq Capital Market.

Delay expectedThe Malaysia Factory was affected by the implementation of the Restriction of Movement Order (the Order) announced by the Malaysian government on March 16, 2020.The RMCO caused a disruption on the Malaysia Factorys operations including delay in receipt of raw material and delivery of finished products and the visit of customers from outside Malaysia.The Malaysian government reimposed Full Movement Control Order (the FMCO) on May 28, 2021.The Malaysia Factory obtained the conditional approval to continue with partial operation from June 1, 2021, under these circumstances the production capacity of the Malaysia Factory was still far behind from its full capacity.
Capital raiseThe company is offering 2,200,000 Class A Ordinary Shares in this initial public offering.The underwriters have an option to purchase up to 15% of the total number of Class A Ordinary Shares offered, solely for covering over-allotments.
Worse than expectedThe company's gross profit and gross profit margin decreased for the year ended June 30, 2023, compared to the year ended June 30, 2022.The company's profit decreased for the year ended June 30, 2023, compared to the year ended June 30, 2022.The company's revenue decreased for the six months ended December 31, 2023, compared to the six months ended December 31, 2022.The company's gross profit decreased for the six months ended December 31, 2023, compared to the six months ended December 31, 2022.The company's profit decreased for the six months ended December 31, 2023, compared to the six months ended December 31, 2022.

Summary

  • Linkers Industries Limited is planning an initial public offering of 2,200,000 Class A Ordinary Shares.
  • The company intends to list its shares on the Nasdaq Capital Market under the symbol LNKS.
  • The offering price is expected to be between US$4 and US$6 per share.
  • Following the offering, public shareholders will hold 16.36% of the issued and outstanding Ordinary Shares, assuming the underwriters do not exercise their over-allotment option.
  • Mr. Man Tak Lau, the controlling shareholder, will own 61.93% of the total issued and outstanding Ordinary Shares, representing 91.60% of the total voting power after the offering, assuming no exercise of the over-allotment option.
  • The company is both an emerging growth company and a foreign private issuer, which allows for reduced public company reporting requirements.
  • The company expects total cash expenses for the offering to be approximately US$1,327,331, exclusive of underwriting discounts and non-accountable expense allowance.
  • The underwriters have a 45-day option to purchase up to 15% of the total number of Class A Ordinary Shares offered, solely for covering over-allotments.
  • The company plans to use approximately 30% of the net proceeds for potential acquisitions or joint ventures, 20% for purchasing machinery/equipment, 10% for marketing and setting up global sales offices, and 40% for funding working capital.

Sentiment

Score: 5

Explanation: The document presents both positive aspects (growth strategies, competitive strengths) and negative aspects (risks, financial performance decline). The sentiment is neutral, reflecting an objective assessment of the company's prospects.

Positives

  • The company has a customer base in diversified industries and long-term business relationships with renowned global brand name manufacturers and OEMs.
  • The company has extensive understanding of wire harness production process, up to date machinery and efficient management resulting in competitive pricing while maintaining quality.
  • The company has a strong customized production platform.
  • The company has an experienced management team with extensive knowledge of the manufacturing industry where it operates.

Negatives

  • The company will be a controlled company, which may reduce corporate governance standards.
  • The company relies on a limited number of major customers.
  • The company's Class A Ordinary Shares are expected to initially trade under US$5.00 per share and thus would be known as penny stock.
  • The market price of the company's Class A Ordinary Shares may be highly volatile, and investors could lose all or part of their investment.

Risks

  • The company's operations are subject to various laws and regulations in Malaysia.
  • Fluctuations in the prices of major raw materials could materially and adversely affect the company's business, financial conditions and results of operations.
  • An unanticipated or prolonged interruption of operations at the company's production facility would have a material and adverse effect on the company's business, financial conditions and results of operations.
  • The company may experience labor shortage or unrest or may incur high labor costs.
  • The company may require additional capital in the future, which may not be available or may only be available on unfavorable terms.
  • The war in Ukraine could materially and adversely affect the company's business and results of operations.

Future Outlook

The company aims to strengthen its market position by upgrading production capacity, diversifying its customer base, enhancing its capabilities, and pursuing acquisitions or joint ventures.

Management Comments

  • The management monitors the cash position of its subsidiaries regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfil its obligations for the foreseeable future and to ensure adequate liquidity.

Industry Context

The company operates in the wire/cable harnesses industry, serving customers in the home appliances, industrial products, and automotive sectors, primarily in the Asia Pacific region. The industry is influenced by the growth of these sectors and trends such as smart homes and electric vehicles.

Comparison to Industry Standards

  • The prospectus references an industry report by Ken Research Private Limited, providing market data and forecasts for the major appliances market in the Asia Pacific region and Western Europe, as well as the wire/cable harnesses market in Malaysia.
  • The major appliances market in the Asia Pacific region is expected to grow at a CAGR of 6.2% between 2022 and 2027, reaching US$199.3 billion in 2027.
  • The major appliances market in Western Europe is expected to grow at a CAGR of 2.2% between 2022 and 2027, reaching US$38.5 billion in 2027.
  • The wire/cable harnesses market in Malaysia is expected to grow at a CAGR of 7.9% between 2022 and 2027, reaching US$982.1 million in 2027.

Stakeholder Impact

  • Shareholders face risks related to the company's dual-class voting structure and potential volatility in the market price of Class A Ordinary Shares.
  • Employees may be affected by potential labor shortages or unrest.
  • Customers may be impacted by the company's ability to acquire raw materials or fill orders in a timely and cost-effective manner.
  • Suppliers may be affected by changes in the company's procurement arrangements.

Next Steps

  • The company intends to apply to list its Class A Ordinary Shares on the Nasdaq Capital Market.
  • The company plans to use the net proceeds of this offering as follows: Approximately 30% for potential acquisition of companies and/or formation of joint ventures within the value chain of the wire/cable harnesses industry; Approximately 20% for purchase of machinery/equipment; Approximately 10% for marketing promotion and setting up global sales offices, in particular in the U.S.; and Approximately 40% for funding working capital.

Key Dates

DateDescription
October 31, 1995TEM was established under the laws of Malaysia.
April 5, 2012Date referenced for defining 'new or revised financial accounting standard' under the JOBS Act.
March 16, 2020Malaysia implemented Restriction of Movement Order due to COVID-19.
January 30, 2020WHO declared COVID-19 a Public Health Emergency of International Concern.
March 11, 2020WHO declared COVID-19 a global pandemic.
November 15, 2022TSPL was incorporated under the laws of the BVI.
December 8, 2022LIL was incorporated under the laws of the BVI.
December 14, 2022TSPL acquired the entire issued share capital of TEM.
December 21, 2022LIL acquired the entire issued share capital of TSPL.
February 21, 2024Effective date of the second amended and restated articles of association of the Company.
August 9, 2024Date of the preliminary prospectus.

Keywords

IPO, Class A Ordinary Shares, wire/cable harnesses, Linkers Industries Limited, Nasdaq, manufacturing, Malaysia, offering

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