OFFERING SUMMARY Company : NagaCorp Ltd. (“the Company”) Sector : Gaming Stock code : 3918 Listing exchange : Hong Kong Main Board Number of offer shares : 500m new shares (450m placing shares + 50m public offer shares) Over-allotment option (75mn shares) Offer price : HK$1.25 – HK$1.60 Market capitalization : HK$2.5bn – HK$3.2bn Historic PER : 9.6x - 12.3x (undiluted) 12.9x - 16.5x (fully diluted) Total issue size : HK$625m – HK$800m Shareholders : Tan Sri Dr Chen–69.6%, Song Meng Kong–3.0%, others–2.4% & the Public–25.0% TENTATIVE TIMETABLE Book opens 25 September 2006 Book closes 12:00pm on 3 October 2006 Public offer opens 4 October 2006 Public offer closes 9 October 2006 Listing (HKSE) 17 October 2006 FINANCIAL DATA Year ended 31st December, Five months ended 31st May, 2003 2004 2005 2005 2006 US$'000 YoY US$'000 YoY US$'000 US$'000 YoY US$'000 (unaudited) Revenue 55,175 6.09% 58,534 9.82% 64,282 20,561 84.85% 38,007 Cost of Sales (23,641) 20.68% (28,530) -13.94% (24,554) (8,855) 44.37% (12,784) Gross Profit 31,534 -4.85% 30,004 32.41% 39,728 11,706 115.47% 25,223 Profit from 20,872 -9.65% 18,857 39.43% 26,293 5,923 204.58% 18,040 operations Profit before 16,792 12.29% 18,856 39.44% 26,293 5,923 204.58% 18,040 taxation Income tax (723) 66.25% (1,202) 12.48% (1,352) (563) 12.61% (634) Net Profit 16,069 9.86% 17,654 41.28% 24,941 5,360 224.74% 17,406 GP Margin 57.15% 51.26% 61.80% 56.93% 66.36% Net Margin 29.12% 30.16% 38.80% 26.07% 45.80% COMPANY DESCRIPTION BUSINESS The Company is engaged principally in the management and operation of the only licensed casino in Phnom Penh, the capital city of Cambodia. Its rights to operate the casino, which are granted by the Cambodian Government pursuant to the Casino Licence, are valid for a period of 70 years from 2nd January, 1995. Its right to operate within the Designated Area (Phnom Penh, Cambodia and the area within a radius of 200km of Phnom Penh, except the Cambodia-Vietnam border area, Bokor, Kirirom Mountains and Sihanoukville) is exclusive (save for the right to operate gaming machine stations) until the end of 2035. Its gaming operations began in 1995 and have been profitable since 1996. Its Casino License allows it to operate 24 hours a day throughout the year and has no restriction as to the location and size of the casino complex, casino operating areas, number of tables and type of games within the Designated Area. As at the Latest Practicable Date, its casino operated 44 gaming tables offering Mini Baccarat, Roulette, Blackjack, Tai Sai and Caribbean Stud Poker and 211 gaming machine stations. From May 1995 until the end of September 2003, it operated its casino on a barge moored along the banks of the Bassac River in a central location in Phnom Penh. The barge was close to many tourist attractions such as the National Museum, the Royal Palace and the Independence Monument in Cambodia. On 1st October, 2003, it relocated its casino operations to its new hotel and entertainment complex called NagaWorld, a location on land a few hundred metres away from where the barge was moored. Upon full completion, to the best knowledge of its Directors, NagaWorld will be the only entertainment complex with gaming, hotel, entertainment and recreational facilities within the Designated Area. NagaWorld will consist of an eight-storey entertainment wing, a 14-storey hotel wing and a car park block. It is strategically situated on a wide landscaped boulevard next to the Hun Sen Garden near the riverfront district of Sisowath Quay in Phnom Penh. As at the Latest Practicable Date, all eight storeys of the entertainment wing are structurally complete with the ground and part of the first floor completely furnished. The entertainment wing when fully operational will also house food and beverage outlets, leisure, recreational and entertainment facilities. All 14 levels of the hotel wing are also structurally complete with fittings work being carried out in the lobby and some hotel rooms. Its casino is currently located on level one of the entertainment wing of NagaWorld Customers who wish to play its table games are required by its Casino Control Rules and in accordance with best practice within the Cambodian regulatory framework to be foreign passport holders and can be divided into two distinct categories, namely Public Players and STG Players. All customers, including Cambodians, are allowed to play its gaming machine stations. As at the Latest Practicable Date, it derived its revenue principally from casino operations. COMPETITIVE ADVANTAGES ♦ Exclusive casino license Its Casino License is valid for a period of 70 years from 2nd January, 1995 and it has the exclusive right to operate the only casino within the Designated Area up to the end of 2035 (save that the right to operate gaming machine stations is not on an exclusive basis). ♦ Benefits of the location NagaWorld is located in Phnom Penh. It is the capital city of Cambodia with a population of approximately one million. The city is the commercial hub of Cambodia and is strategically located in the south of the country where the Mekong, Bassac and Tonle Sap Rivers converge. Phnom Penh is also a convenient location for international tourists traveling to Cambodia for destinations such as Siem Reap and the temples of Angkor. Phnom Penh itself also boasts a number of tourist attractions such as the Royal Palace, the Silver Pagoda and the National Museum. Phnom Penh is in close proximity to its traditional markets namely, Singapore and Malaysia in the south, the PRC in the north, and nearby markets namely, Thailand in the west and Vietnam in the east. Phnom Penh is accessible, by air, within approximately three hours from Singapore, Malaysia and the PRC, and about 60 minutes from Bangkok, Thailand and Ho Chi Minh City, Vietnam. Customers can reach NagaWorld in about 30 minutes by road from Phnom Penh International Airport. ♦ Experienced management Its current management team comprises a group of experienced executives with substantial experience and knowledge of casino operations. Tan Sri Dr Chen, its controlling Shareholder, chief executive officer and a Director, has been active in business in Cambodia since 1990 and has gained knowledge of the local commercial landscape valuable to the future development of its operations. In addition, certain of its senior management have over 10 years of experience in running casino operations in Cambodia. ♦ Strong market presence and loyal customer base Its casino is well known in Phnom Penh and Cambodia as it is the only licensed casino within the Designated Area. A number of its customers have been with it for over eight years and the Company believes it has a loyal customer base. FUTURE PLANS The Company’s vision is to become a world class casino operator with standards comparable to those casinos operating in countries such as Australia and the United States and for NagaWorld, as an integrated hotel and entertainment complex, to become a preferred tourist destination, alongside Cambodia’s ancient temples of Angkor, for visitors travelling to Cambodia. Its hotel wing of NagaWorld, upon completion, will house a collection of entertainment, leisure and retail outlets which will allow it to develop gaming and non-gaming revenue streams. Its focus will be to further expand its markets in the PRC and ASEAN countries such as Thailand and Vietnam. In order to achieve its objectives, it intends to implement the following business development strategies: ♦ Enhance Marketing Strategies and Footprint − Build awareness of NagaWorld and position as a prime tourist destination in Asia. − Market as a one stop hotel casino entertainment complex for both gaming and non-gaming patrons in Asia. -Strengthen commercial ties with STG and marketing efforts in Naga’s traditional markets like PRC, − Singapore and Malaysia. -Marketing strategies to penetrate immediate neighbors like Vietnam and Thailand. ♦ Enhance Product and Services − Offer wider range of products (e.g. gaming machines), upgraded facilities, as well as improved and refined comprehensive VIP services to all customers. USE OF PROCEEDS ♦ For the development of NagaWorld (approximately 84% of the proceeds) ♦ For the development of gaming facilities (approximately 13% of the proceeds) ♦ As general working capital (including IPO expenses) (approximately 3% of the proceeds) DISCLAIMER This fact sheet is based on information obtained is believed to be reliable, but Synergy Capital do not make any representation or warranty as to its accuracy or completeness. Neither Synergy Capital nor any of our affiliated companies, nor any individuals connected with the Group shall accept legal responsibility arising from the use of or reliance upon request.