Catcha Digital Berhad (CATCHA) Earnings Call Transcript & Summary

Good morning, everyone. Welcome to the online investor briefing for Catcha Digital Berhad. The reason why we call for these online investor briefing is to talk about the rights issue that we have recently announced and also some of the acquisitions that we have announced in the last few months, to get everyone up to speed. So as usual, I think the first thing in order, I'm going to quickly walk through some of the agenda today. I will spend a few minutes just to talk about the group's vision and mission. So especially for the new joiners, can be a quick update for the ones that have just joined us for the first time. And then I'm going to quickly spend a few minutes on the acquisitions that we have announced, so that everyone is on the same page on what is to be expected moving forward as well. And then we'll spend some time to quickly walk through the rights issue, what has been confirmed, what is not confirmed yet. And then the majority of the session today is going to be focused on the Q&A. So if you have any questions, now please feel free to type it in the comment box as we go, and I'll address them at the end of the session once everything is explained. So with a further ado, I'm going to quickly kick off a few pages of what we want to do as a company, especially for the new joiners here. Our vision really for Catcha Digital Berhad is to build the #1 digital group in Southeast Asia. As we know, the market is growing super-fast. Google and Temasek estimated the digital economy is going to be MYR 2.5 billion market by 2030. And the digital economy is also growing super-fast, at about 20% every year in the last few years. E-marketer has estimated that the digital advertising segment is contributing about 73% of global advertising expenditure in 2025, and we expect this to continue to grow and enterprise so far spending will continue to grow across Southeast Asia at a rate of between 40% to 50% according to Gartner and IDC. So this is a space that we're very familiar with, digital advertising and software and internet businesses and want to continue to build in this space. We take a phased approach by -- in our vision. So step 1 is really to build and grow digital company. And step 2 is to invest and acquire and scale great entrepreneur-led digital and software businesses so that they can manage from the scale and the strength of our product suite. And then once we do that, we really want to think about going global and growing regional, as we build out the business. So Phase 1, we have built a very sizable dynamic digital media business. And as you can see in our recent announcement, it's really about scaling the business now by adding on some of the synergistic businesses that allows our business to flourish as a group to our clients and offering a one-stop solution. The Phase 2 right now is as well underway and is really at the software business to our fold, and this has also been announced and some of you that's followed our news very closely would have going through some of the companies in details and understand the kind of businesses that we're looking at. So we are now deeply into Phase 2, where we're looking to expand our existing business, expand our group via strategic acquisitions. I think we're buying companies that can grow alongside us, and this is really going to be the focus in the near term. So we do this really by doing 4 things that encapsulate the spirit and the principle of what we want to do. So first thing, we build and acquire a great entrepreneurial profitable digital business. Then how do we enable growth is by really supporting and coaching our companies and people with best practices. And hence, then as we grow the business, we'll generate cash flow, and we aim to reinvest the capital at the attractive returns by investing in organic and inorganic growth strategically across all the companies that we have. And hopefully, by doing that well, we will be able to create long-term sustainable shareholder value for everyone here. And this is really a tried and tested approach that not just us and many other companies have done. So really it's a 4-step approach, right? So one is to continue to grow our core revenue stream via better monetization and effective cross-selling. And as we go, we make sure that we manage our costs very well and ensure that we are the best in class in operations. And every now and then, we look at different initiatives to -- we drive efficiency. And in the last many months is really about leveraging AI to improve productivity of the business. And we like to use different methods to acquire companies at a highly accretive valuation of companies, especially that are highly synergistic to ours, our core business and at a reasonable price. And with all these 3 things well, we will be able to really generate good cash flow and continue to allow us to do 1, 2 and 3. And this is how perhaps you could measure our success moving forward and analyzing the business as well. And really this 4-step approach is in our view and a very important way to grow our earnings per share and hopefully, compound the shareholder returns as well. I'm going to quickly talk about some of the announced acquisitions in the past 6 months. So everyone -- so this is a very simplified version summary of what we have announced with the key profit deal terms for everyone to see. So it's ranked according to the recency of the announcement. So Theta was the most recently announced company. Nexible was the company we announced acquisitions late last year. So as you can see, for Theta, we are acquiring 92.5% of the business and the performance metrics for the payout is going to be contingent upon the performance of the business in the future. In the former expected PAT of MYR 4 million and MYR 5 million in year 1 and year 2. And specifically here refers to financial year end of 2025 and 2026, respectively. And then 2, 3, 4 and 5 would be acquisitions under our iMedia business. Your measure, reacquiring between 51% to 70% of all these businesses and respective expect the profit of the company is going to be -- is listed here. So Digital Symphony is a leading performance marketing agency expected to deliver MYR 4.5 million of profit to the business and own 51% of the business by the time we complete the deal. Framemotion MYR 6.8 million for 2 years and then this is going to be MYR 3.5 million and MYR 4.2 million. Tastefully is going to be MYR 1.4 million and MYR 1.6 million. So we included the equity interest that we own in the business here, so that everyone can get a sense of its contribution to the group as it comes to completion. So just to make a quick note, #1 and #5, all acquisitions that has not been completed yet and are still pending fulfillment of condition precedent under the share sale agreement and they will all likely have slightly different completion date depending on the progress in the next few months as we get shareholders' approval and then tick all the boxes when it comes to due diligence and administrative process. So this is a note so that we don't get the wrong impression that they're all going to finish at the same finishing line. But we can get a sense of their contribution to the group by just looking at the total as an illustrative example. So you can kind of use this as a guide to understand what's to be expected moving forward. And the rights issue is very much important next steps was to raise the necessary fund to be able to pay up for some of these purchase consideration, especially from 1 through to 4. So that's kind of a summary of all the deals that are still to come and really a simplified version. I think the more details are available on our website and in the appendix of these slides, which will be made available as well after the call. The next thing I'm going to quickly walk through is the rights issue that we have just announced recently. So what I'm going to do is just give a quick overview of the details that we have today based on the illustrative utilization of proceeds. So on Friday last week, we announced a renounceable rights issue of 1:4 with predetachable warrants of 2:1. So what this means is that for every 4 shares that you hold in Catcha Digital, you will be entitled for 1 rights shares. This will allow us to issue up to potentially 90 million of new ordinary shares. The issue price of the rights shares has yet to be determined, but more indicatively, it will be up to 20% of the TAP. TAP is a technical term to describe the theoretical market price of a share after companies issue the new securities and all of them have been exercised. So this is a number that we can only formally finalize in the month time when we announce and launch a rights issue. And based on the current scheme, the minimum gross proceeds is going to be at around MYR 11.5 million, which is basically undertaken by our major shareholder Catcha Group. This means that in the worst-case scenario, we will secure MYR 11.5 million. Indicatively, we plan to raise up to MYR 25 million, MYR 26 million of rights issue so that we can utilize the proceeds for different transactions. And this rights issue will come with a free warrants of 2:1. Basically, it means every 1 right shares you are subscribed to, you will get 2 free warrants and the warrants will be priced at around 30% to 50% premium to the TAP, which will be, again, determined at a slight later stage, depending on the share price move. For illustrative purposes, we have used an issue price of MYR 0.38. And in the table, you can see a summary of how this fund is going to be utilized. So minimum scenario, the main utilization of the fund is going to go to paying up for D2D and Theta. And then in the maximum scenario, it's also -- it's going to be used for the Framemotion and Digital Symphony acquisitions and some of the deals that is in the works right now on top of the working capital requirement and also the estimated expenses for the corporate proposal. So that is more or less the overview of the rights issue. I think the next step is really a submission for circular for Bursa review, and then we will hold a general meeting for our shareholders to approve this rights issue as well. I think with that, I'm going to move to a Q&A section so that everyone gets to ask some questions as well.

Okay. I think we've got some good questions asked. Let me just go through and see if we can address a few at the same time. [ Sui ] asks why is the company not taking bank loans or facilities to find some of the acquisitions as the company has negligible banking borrowings? So we will utilize some of the -- some bank financing to fulfill certain deals purchase consideration, as you probably could tell like some of the -- most of the rights issue is really catered to the first tranche payment of some of the acquisitions. And some of them are not really the full payment for the first tranche and thanks for those acquisitions, we plan to utilize some bank financing. And we're in the process of finalizing a financing facilities with one of the banks in Malaysia. In a few weeks' time, hopefully, we'll be able to close it. And yes, the answer is that we will utilize some bank financing responsibly. I think we are trying to find a balance between using that to finance some of the acquisitions being prudent with our balance sheet as well. The second question that [ Sui ] asked with so many diverse business acquired, how do you ensure the company has the competency to grow them in the long term. Is there any plan a second stage earnout to paid with Catcha shares so the founders are aligned with the company's growth objectives? I think there's two questions. I will talk about it separately. So one is about how do we ensure them to grow? Two is there any incentive alignment in place so that they grow together as a big group. So the 6 acquisitions that you have seen, really 4 is going to be an add-on acquisitions onto our iMedia digital media platform. So these companies will report up to iMedia and serve as different parts of the iMedia group. So these are all very synergistic businesses. The founders generally will continue to stay in the business to run for areas where -- especially where we are not so confident in generally, there's a long-term contract to tie the management down, to really run -- continue to run the business and there's a plan in place for them to achieve. To your question of if there's any plan on the second stage earnout to be paid by Catcha shares? So I'm assuming that you're referring to the minority interest that we -- that the owners still own between 10% to 40%. Right now, we do not have any firm plans to do that. We think the minority interest is held by the existing owner is enough as an incentive alignment to encourage everyone to grow the specific business. But this is a fair point. I think this is something that we will address as we go, to see if it's the right way to incentivize both parties to grow as a group rather than as an individual company. So I appreciate [ Sui ] bringing this up. [ Foo Yi ] asks what is the company financial health currently and post acquisition in terms of debt and cash flow? Do you foresee the need to do financing in the future? It seems like the fund raise is not sufficient yet. And then why is the rush to acquire so many companies in the mid. What is the mitigation to ensure the company is not severely affected and there is tons of events to acquire a newly acquired company? So I think I would try to actually address one by one. So I think for the first question, the financial health of our current company and post acquisition. So right now, as a group, I think our financials are fairly healthy. Businesses are still performing as usual. Post acquisition in terms of debt and cash flow, I think it's very hard for me to give any forward-looking projections. But what we are trying to maintain is that there is a ratio of EBITDA to debt that we are adhering to, especially when we are taking on debt to make sure it stays above market standard. And these are particularly between 2 to 3x debt-to-EBITDA ratio. And cash flow is an utmost important factor in all these considerations. So right now, we're healthy. We tend to stay healthy in the future, and there are a few financial ratios that we would impose internally to make sure that we don't take on unnecessary risk that we can't manage as well. [ Tzu Chin ] asks, do you foresee you need to do more financing in the future? It seems that the fund raise is not sufficient yet? So there's a possibility, yes and no. So this is not a very straightforward question to answer. What we're trying to do is to raise enough to fulfill the 12 to 18 months obligation. And these businesses that we acquire will generate cash flow. So the future tranches will be funded partially by this cash flow. And two, is that because there's a warrant in place, that will allow us to raise further capital in the future. So hopefully, as we perform and deliver profit, our share price will improve. And then as a result, some of these warrants will be exercised and the cash that we can generate from these warrants will be able to -- we will be able to use that to fund some of these acquisitions. So the plan right now is to have the bank facilities in place, conduct these rights issue and have a potential private placement in place as a contingency to fulfill the first tranche payment for some of the announced acquisitions. And if we need to raise further funding beyond this, we will assess at a later stage, depending on what is the best available source of funding that's most efficient to the company as well. [ Foo Yi ] asks, why is there a rush to acquire so many companies at the same time amidst the current uncertainty of the global economy? What is the mitigation to ensure the company is not severe affected if there's a turn of events of these newly acquired companies? So I think there are -- let me unpack these questions a little bit because there's quite a lot of questions within these 2 sentences. I think first, I will address the why there's a rush to acquire so many companies. I think this has been work that has been in the pipeline for the last 2 years. So for every deal that you see us announce is like years of work that went into it. So the reason why it kind of got announced systematically over the last few months is that we got out of GN2, our financials improve. And based on Bursa listing, we are able to do all these deals. So we kind of have to defer a lot of these deals until recently. To your point on the uncertainty of global economy, I think the view is of [indiscernible] So one is that, yes, I think there's a lot of uncertainty. I think a lot of businesses are taking a more conservative approach, and we are definitely very conscious of the reason, one is, for sure, we will continue to be very prudent in terms of cost management, to make sure that we don't take on unnecessary risk or liabilities in this time. But at the same time, I think there's a very famous saying, where there is crisis, there's opportunity. I think we still see that with or without the crisis, the business has to go on. I think the only difference is that we don't keep our eyes extra wide open for any sudden change of movement. So to answer the first part of the question, we don't think this is a rush to acquire companies. These are all great companies that we spent time developing relationships with the team, and we are quite confident that they will continue to do well. And most of these businesses are not directly impacted by the tariff directly, although you may argue there may be some latent impact, but our view is that, hey, you know what, life has to go on. We can't predict what Trump is going to say next. But what we can do is to make sure that we run our business well and keep our eyes wide open. And if we need to pivot or change our basis plan, we will do that accordingly. And we have the right place and system and people in place to be able to move fast in a very nimble manner. So to your second question on what is the mitigation to ensure the company is not severely affected if there is a turn of events to these newly acquired companies. I think there's two parts of it. One is that for all of our deals, there's always some form of earnout in the next -- between 24 to 48 months. So there's one way to derisk ourselves, just on a broad basis. Secondly, with some of the points I've just mentioned before, I think all of these businesses are fairly well run or have a system in place that allows us to make necessary change in plan to manage our cost if there's a turn of events negatively, so to speak. So what we tend to do is that we actively forecast the business and have a view of what's going on, on the ground. And then if we need to make any changes in terms of cost and expenses, we can manage ahead of time. So these are, I suppose, general best practices when it comes to running businesses and we'll continue to do so to make sure that years out on the ground, we know what's going to happen, both on the ground and on a macro basis. And if we need to make any changes, we -- short term to take the hit, we will do that. If we don't, great. But ultimately, we think of this journey as a long-term 10-, 20-, 30-year journey. We're not here to buy a few companies and not create that works out. This is going to be what we do for the next years to come. So when we plan, we also plan in 5, 10, 15, 20 years. And hopefully, this is going to be a short blip in the history of the economy. And we'll all be able to ride through this well together. [ Tzu Chin ] asks, tentatively, what is the timing to finalize this corporate arrangement? So I am guessing what [ Tzu Chin ] means is when are we going to complete some of these corporate exercises? So for D2D and Tastefully, the 2 deals that was announced a bit earlier it should be completed by first half of this year. I think that's our intention. As for the other 4 deals that was announced in -- so another 3 deals as announced in April, Framemotion, Theta and Digital Symphony is still pending shareholders' approval. So what will happen is, I think the shareholders' approval will happen in the next 1 to 2 months. And once that's done, I think we expect all these rights issue to be completed also in Q3. And this should all be completed around Q3. So to answer your question, rights issue and the 3 acquisitions that we have announced in March, we expect to complete everything in Q3 2025. [ Alvin Liao ] asked why Catcha Group only entitled to subscribe 2.5 million shares and sell 34.9 million. Also Catcha Investment only entitled to subscribe to excess shares unless right issues is undersubscribed? So this is a technical limitation. So I will try to explain it. And then if PA is on the call, which is our adviser, please feel free to chime in. So as with all public companies, there are some takeover rules that we have to observed. And they are governed -- sorry, they are observed both on an individual shareholder level and also collective shareholder level. So our major shareholder who owns about 52-plus percent of the business, consists of 2 different entities. One is called Catcha Group Private Limited and other is called Catcha Investment Limited. One of these entities CGPL, which is Catcha Group owns, if I remember correctly, about -- between 33% to 36% right now. And then CIL, which is catch Investment own about -- I think about 16% -- 15%, 16%. The 33% line, let's just say, when a shareholder buys more than 33% is going to cause a takeover -- going to trigger a takeover threshold. So if you're a 33% shareholder, you can only buy 2% extra in the company every 6 months without triggering the takeover mandate. So hence, the design of the undertaking is a little bit strange that one entity subscribed to more and the other subscribed to less. The whole idea is to make sure that post rights issue, we don't breach any of these listing rules when it comes to creating threshold. So that's my attempt to explain it in a more layman manner, but it's really to navigate the listing rules where it won't figure a mandatory takeover by Catcha Group, which is also another intention in this scenario. Hence, we have to make a bit of a real setup from an undertaking shareholder kind of allocation perspective by apportioning more of undertaking to be done by CIL, which is Catcha Investment. Rather than Catcha Group Private Limited such that they don't cross that 2% threshold in the minimum scenario. So in the minimum scenario, they won't cross that 2% every 6 months threshold. And hence, we don't have to trigger the takeover rules and Catcha Investments, it's only entitled to excess shares unless rights issues is undersubscribed. So same logic, I think it's all about making sure that we meet the listing rules and don't trigger the takeover rules. Hence, it's a bit strange. So assuming that the right issue is fully subscribed, none of what I've just said matters, but what I've just said is really catering for the scenario where everybody hates our company and no one wants to subscribe and the only Catcha Group and Catcha Investments are subscribing, which hopefully, that's not the case. But again, this is to answer in the minimum -- at a minimum scenario, we will be able to meet the necessary listing requirements. And this is why we have this call as well to clarify some of these things because I myself when I went through this process, I also find some of the process a little bit confusing, and then I've asked very single questions as well. [indiscernible] asks, all acquired companies, is it tied to founder holding? Yes, the short answer is yes, all the companies that we acquire, the management will continue to serve in the management team. In fact, that has been the case for 95% of the companies that we acquired. The only case where in some cases, some of the owners who want to leave is we already know that expectation and we will discuss that upfront and then have plans in place, and we will only trigger the deal -- sorry, do the deal if we know that the management plan makes sense and the business will be able to continue to rise -- business is going to do well in the future. [ Foo Yi ] asked what is the status of special [indiscernible] issues or shares? So I think that is considered concluded or still pending SE to confirm if that's all done, but we have received a real confirmation that is all sorted out and you can consider that exercise completed for now. [ Foo Yi ] asks, is PMB or Khazanah being invited for the fundraising exercise? I don't think I'm at liberty to discuss this, but the rights issue is really for our existing shareholders. And I don't think PMB and Khazanah are our shareholders at the moment. So as far as the rights issue is concerned, we have not been in talks with some of these institutions fund. No, I don't know if they might be interested to buy the renounceable rights on the market and participate in the rights issue, but this is not something that we're actively working on. [ Yun Yi Lai ] asked a question, post rights issue private placement, share-based increased by 35%. Is management confident that EPS can grow as much as 35%? Again, I have been advised multiple times, I'm not allowed to give forward-looking projections and hype things up. But as you can tell, some of the -- all these companies come to a 24 to 48 months profit or performance guarantee and the payout will be adjusted accordingly to the performance upwards subject to a cap and then downwards proportionally in most cases and a drop in PES as well to safeguard our downside interest. So we are quite confident these companies are all good companies. Do we expect a company to hit a home run, no. But I mean I think in general rule of thumb is that there will be companies that overperform and there will be companies that underperform. But by and large, we are quite bullish about the companies that we have acquired. Very confident in the future of these companies, and we expect them to be earnings accretive for sure. [ Yun Yi Lai ], have you identified the takers for the private placement? So the reason why I'm not going into too much detail on the private placement right now is because right now, as it is, we see it as a contingency in case the rights issue don't turn out as planned in the maximum scenario. So to answer your question, we have not actively identified takers for a private placement because I think that is a contingency if and when our rights -- if the rights issue that we plan don't go well. Hence, to answer your question, no, we have not identified takers for private placement, but we are always happy to talk to any investors that are interested in taking a stake in the business so that we can get to know each other first before deciding if they are the right investors for us to take on board. Jeremy [ Kahn ] asked in view of the previous rights issue is undersubscribed, what makes you confident on the uptick of the rights issue? And also why do you do rights issue so frequent second year in 3 times -- second time in 3 years' time from shareholder while no dividend being paid out? When can you pay dividend to shareholders? Fantastic question. So I think I will address them one by one. So the previous rights issue was done in 2023 but it was actually announced in 2021 to acquire iMedia business. And I think as you could tell, over the last few years, iMedia has turned out to be a fantastic business that has done tremendously well. But I think the reason why it was really undersubscribed previously was the company was just not well publicized. It was going through a GN2 process for 5 years. Annual wasn't made all the while. So only people in the know would have taken up the rights issue. And I think most people take out the rights issue in a decent place right now and then hopefully continue to grow alongside us in the future. So to answer your question, I think the previous rights issue was a little bit undersubscribed because it was not very well publicized, but I don't think a cost is a source of any confidence at all. We have always been very confident about the business. And we didn't really publicize the rights issue that much as well because we didn't need that full amount of fulsome from a rights issue to be able to get out of GN2. So it was really -- the company was not very well publicized. Not a lot of attention from shareholders due to 4, 5 years of GN2 and also we didn't publicize actively for the rights issue as well. So on your questions on why you do rights issue so frequently? I think ultimately, when we are thinking about fundraising exercise, we're thinking about what is the best source of capital that will benefit our shareholders the most. And there's a kind of packing order of preference, right? And the reason why we decided -- the Board decided on proposing a rights issue is our share price, I think, in the view is -- seems to be quite low, underperforming. And if we were to place out the placement, it's going to cause a necessary dilution to our existing shareholders in view that we think the business will continue to grow from here. Hence, with that mindset in mind, I think right issue with free warrants is the best way to raise money and also, at the same time, incentivize our shareholders to continue to ride it first and the warrants will be a token for -- of appreciation to the shareholders continue to support us in the long term. So to say in a layman term, share price, from what we can tell, seems to be underperforming relative to what we think the business will do. And hence, we do not want to propose something that will dilute our existing shareholders, everyone here, especially, unnecessarily and hence we think rights issue is the best way to go about doing that. And that's the reason why we have another round of rights issue. And then hopefully, this will be a successful round of rights issue and we won't have to do that anymore unless it's absolutely necessary. And as you can tell, in our previous slide is really to fund were profitable acquisitions. And the undertaking by Catcha Group is a good testament that we are all very confident in the business. And we hope that audience here share the same excitement as well. And your question on when can you pay dividend to shareholders? I think in the short term, there is no plan to issue dividend to our shareholders. We will continue to reinvest the cash back in the business and grow the business for the long term. And then we will reassess whether there's a need to pay dividend in the future maybe. Ultimately, it really depends on how else do we think we can deploy the capital well. If we think we can generate far better returns in acquiring businesses or investing in CapEx or growing our existing business, we will always favor that. In a scenario that we really have too much money and don't know what to do with it, then we will -- we will explore issuing dividends or doing some form of share buyback at a later stage to generate more shareholders return. But the short answer is that we don't plan to do that in the short term because we think there's many, many opportunities that can attract higher returns by reinvesting the cash that we generate from the business. But there will come a day that we have too much money and what we know we can do with it, and we will have the conversation by then. So that's kind of the current stance of the company. [ Foo Yi ] asked what is the current performance of these companies? And what are the growth projections like going forward? So some -- what you can -- what I can roughly give an indication of current performance, I look at the expected profit of the business. Typically, these businesses right now or in the past is slightly below the performance -- sorry, the profit -- the expected profit, expected PATAMI or PAT guarantee. So that's generally a rule of thumb. The expected PAT and PATAMI tends to be between 0% and 30% of what the company has been performing in the past. Some of these businesses, if you look at their statutory reporting, might be a lot lower than what you would like to see, but that's also partly because as SME, there's often quite a lot of owners-related costs in the business. So we have to strip that out as part of acquisitions and moving forward, the business is a "little bit more hygienic" from a corporate governance standpoint. So that's how I would I guess, qualify the current performance of these companies. To your questions on growth projections like moving forward, I think what I think would be a good indication is to look at the expected profit number in the share sale agreement, which is right now on the screen to get a sense of what these businesses might do in the future. We're in no place to give a qualifying statement, but these are all committed numbers by the owners. And if they don't deliver, there's a downside, I guess, risk for them and the downside protection for ourselves as the new partner. So ultimately, I think this is one way you can gauge what you think the performance is going to be based on what has been committed by some of the shareholders of these companies or existing owners of these companies. And obviously, like these numbers are very carefully assessed by our team to ensure that is all achievable. And we all do our best to ensure that they deliver as well. Because ultimately, we want them to deliver the number. They get paid, they're happy. The business grows, we're happy, and we're happy, everyone here on the call will be happy as well. [ Foo Yi ] asked when will Catcha start paying dividend? Is there a dividend payout ratio in place? So I think I have kind of answered that previously. So no plans to issue any dividends in the near term. So hence no dividend payout ratio in place. I mean, there will come a time in years to come. I'm not sure when that's going to be where we will generate more cash and we know what to do with it, i.e., we have too much money, we don't know where to invest to grow the business. At that point, we may consider a dividend. But right now, I think the best course of action is really to reinvest into a lot of opportunities that we see that will continue to grow. [ Yun Yi Lai ], can I double confirm this rights issue will be sufficient for the next 12 to 18 months? Yes, I mean, assuming that we have all plans in place. So for the case of minimum scenario, other contingencies that we will take in the maximum scenario, we would have sufficient cash to sustain the operations in the next 12 to 18 months. So no issue. I think we are not even allowed to launch a rights issue if you don't have plan that -- and we can't commit that there's sufficient working capital for the business. And that's part of the rights issue. Part of the Bursa process before we launch the rights issue is to issue a working capital sufficiency statement. Basically a fancy term to say, you have to project your cash flow to make sure that you have enough cash to the last the business for 24 months at least. So every time you see a rights issue, generally, you can take it that the company has designed a scheme that is sufficient to keep the business as going concern, i.e., continue to operate for the next 24 months. So yes, I can confirm that rights issue will be sufficient for the next 12 to 18 months. [ Foo Yi ] asks, why does the share price keep coming down currently? It does not reflect well the confident investors on this acquisitions question mark? So I mean, this is a tough question for me to answer because we don't really control the share price, right? So what we can do is to deliver good quality performance by buying good businesses and continue to operate them well. And hopefully, investors appreciate that. What we try to do, like what we're doing right now is to have very open communication with our shareholders to talk to us, and then ask this question and have this forum to explain what we do. And hopefully, this is something that you are onboard as well. And I really don't know how to address this question, whether the share price keeps coming down? We are -- internally, we are all very confident that the business will continue to do quite well and everyone is doing the best work, very much incentivized to deliver good financial performance for the group in the long term. Hence, why the share price coming down, it could be Trump, it could be, I don't know, Malaysia, it could be anything. But the share price does not reflect the quality of the business that we're in. And I think that's as far as I can comment on the share price. So I don't know, maybe we have like 30-plus shareholders here. I woudl also love some feedback on your thoughts with regards to the share price as well. But if anyone read through the details, the idea is really continue to build the business and we have good business and profit, the share price will do well. We have a great team to join this company and should a company on its toes? So the short answer is that our general approach is that we only invest in companies that we think has a good management team that will continue to deliver. So our general approach is that we don't go in and change the management team. That's not our approach. We are not trying to make a so-so business. We're a great business. We're trying to make a good business to be a great business. So the underlying fundamentals of these businesses that we look at across the board all have like great management team to be replaced and maybe they just need a bit of support on various areas to be even better. So the answer is question, no, we don't intend to replace any one in these companies. That is not our approach. Our approach is buy good companies and together with the management team make them better in the long term. Jeremy asks what is the management plan to improve the share price? Based on your TAP price of MYR 0.28 upside to shareholders, why don't you offer lower rights issue to the shareholders? So there are a few questions here. So one is that there's no plan for management to improve the share price versus our group. The management plan is to grow the business well and then actively communicate to the market what we do and -- what we have done and what we plan to do. And hopefully, the share price will reflect the performance and the expectation on the performance of the business. Hence, we have this call to know what I run through, what's the plan or the business doing, there are a lot more details that all the shareholders can go deeper into the respective businesses that we acquire to understand the strength of the businesses that we're looking at. And all of these don't happen overnight, right? These are all companies that we've looked at for many years. In some cases, I've known some of the people for years before they know they have the trust to part ways a majority stakes in the business to us. So to answer your question, I think our plan is to really continue heads down and focus on delivering great performance, financially speaking. And hopefully, with great performance, the market will pick up and our share price will reflect the performance of the underlying business. So to the point of the right price, right now, at this stage, the issue price is not fixed at the moment. So to your point about TAP price of MYR 0.28 and so upside to the shareholders, so you're right in saying that. But actually, this is not the right price. So at this point, we can't really fix it because the price fixing will come in the next 2 months. Hence, we cannot set of price right now, otherwise, we can't come back. So the scheme is set up such that there will be up to 20% discounts to the TAP at the point of fixing the price. So let's just say, in 2 months' time, if we decide to fix the price at -- let's say, TAP in a month's time is MYR 0.40. So up to 20% discount means that we will price the rights issue at between MYR 0.32 and MYR 0.40. So illustratively, that's how it looks like. The reason why we used a MYR 0.38 indicating issue prices is really to provide an illustration of the utilization of proceeds as an example, to put things into perspective for our shareholders. So yes, it will be a discount to the prevailing TAP at the point of price fixing. So right now, the price may or may not be MYR 0.28. What is certain is that in whatever price that we price, the minimum scenario, Catcha Group will fund MYR 11.5 million as the major shareholder undertaking to underwrite the -- undertake to participate in the rights issue. So that's really the certain point. The issue price is not fixed yet. So yes, so that's a scenario that issue price may be MYR 0.28, MYR 0.30 MYR 0.35, MYR 0.15. Really, it's not finalized it, but it will be determined closer to the price fixing, which is I expect to be the next 1 to 2 months. Next question [ Foo Yi ] asks why acquire these companies with cash instead of offering them with Catcha shares? On top of [ Foo Yi's ] question, why not offer Catcha shares to acquire? Does it mean that vendor is not confident on Catcha share price? That's a fair point. I think that's a very common approach with a lot of companies that issue shares to acquire company. The reason why we don't like it -- there are a few reasons. Number one is actually it creates complexity around the transaction, and we are not buying 100% of these businesses. So if the question is, hey, how to align incentives, most of these founders continue to hold between 7.5% to 49% of the business. So we don't think the incentive alignment is a big problem. Two is that the process of issuing shares and buying with cash, actually to us is a bit fungible where if we don't -- if we issue shares to another party to fund the acquisitions is the same as we are issuing shares to the seller and then the seller, they don't sell in the market. So really, it's fungible. But actually it comes with a lot more complexity around the execution of the deal and the chief of which is because a lot of our transactions has got 2 to 4 years earnout period. And if you're issuing shares, we are not allowed to keep the share price of the shares we issue open. So in some other markets, let's say, in Australia, you can say, hey, I'm going to pay the vendor in 12 months' time based on a 5-day VWAP or whatever the price is going to be on the, let us say, 1st of May 2026. We can't do that in Bursa. In Bursa, we have to fix a price. And then what that means is that, like today, we have to fix what we think is going to be the share price in 1-year, 2-year, 3-year, 4-year time. And it's always a very unproductive and difficult decision because as a buyer, we will say, oh, our share price is going to be MYR 1, but right now, it's like MYR 0.30 or MYR 0.28. And then the sellers say, hey, like, if the higher the share price, the higher the resale is for the seller. And the seller might want to say, hey, like I want it to be MYR 0.30. And it's a forever debate, right, like how do we land the right fair number given we don't know where the company is going to perform in 3 to -- in 1, 2, 3 years' time. So for that reason, this is not practical for us to issue shares to pay as a consideration, especially for future tranches. So if you say like first tranches, it's possible. But if you don't plan to do it in tranche 2, 3, 4, then what's the point, right? And then ultimately, if we have better option to -- than to dilute our existing shareholders, then why not dilute our shareholders at the moment, especially we are taking a more volume approach. So imagine if we issue shares all the time, our shareholders are just going to be diluted every single time we do that. So ultimately, it's a question of practicality, the process of issuing shares and really the undeterministic nature of share price in the future that we cannot leave open. So this is the very specific rule that we find that is very impractical. If every time we sit down and try to project a number or the share price in a year time with our potential seller, it's a very unproductive conversation. So in the end, we just decided, hey, we're just going to do share -- sorry, do cash and that's pretty much it. So it's really for consideration of what's the right thing to do for the company and also for the shareholders of the company so that we decide to avoid using share insurance as a way to fund these acquisitions. And as a corporate finance 101, the cheaper source of capital is always internal cash flow and then debt funding and then equity, right? So as much as we can, we want to avoid equity financing to protect our existing shareholders. So that's kind of a very long-winded way to answer why we don't like using shares as a way to pay. So it has nothing to do with like the vendors are not confident with Catcha's share price. I'm pretty sure when we come together, the fact that they're not selling everything means that they have some form of confidence in the partner that they decided to embark the journey with. And hence, I don't think it's the right way to describe the situation. Nice. I think today, we have a very healthy and active discussion. I really appreciate that. I think this is the whole reason of us having hosting this investor briefing to really understand and explain the rationale behind some of these exercises. As usual, you all have my e-mail, feel free to contact me if you have any questions that you are not very sure of. And this presentation will be made available on to our website. My e-mail is [email protected]. So if you have any questions that you want further clarification and you didn't manage to ask these, feel free to let us know. And I appreciate everyone taking the time to dial in to learn more. With that, I'm going to conclude this briefing. And thank you very much.