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TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Royalty Entitlement Exchange For presentation at the 2006 New Orleans Investment Conference - November 19, 2006 Overview of Benefits, Structure, Participants and Operations of the Royalties Entitlement Exchange “REX” For more information, contact: Arthur Lipper, Interim Chairman Royalty Entitlement Exchange (S) Pte Ltd. 16 Collyer Quay, #11-02 Hitachi Tower Singapore – Fair Revenue Participation Contracts and Sharia Fair Revenue Participation Contracts are Singapore and U.S. patent pending.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Revenue participation or royalties are the "better way" of investing in and financing privately owned companies and projects The purpose of this presentation is to expose you to a new, patent pending, idea from which it is hoped you will benefit. The idea is to use revenue participation contracts or royalties in investing in and financing privately owned companies. Royalties, being neither equity nor debt, are not securities. You are not, in this presentation, being offered any security or other investment opportunity.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Reported profits are largely discretionary. Buying equity in companies is tantamount to buying a share of the company's reported profits and stock prices are a reflection of the market's anticipation of future earnings. Projecting revenues is easier than predicting profits as there are lots of things which can unexpectedly adversely effect profits.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. As appearing in the October 23, 2006 issue of Barron's - The Dow Jones Business and Financial Weekly " Here's where accounting went all ethical on us."
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Revenue participation contracts, or royalties, are an agreement between two parties, with the Issuer of the royalty agreeing to pay a certain percentage of revenues to the Investor for an agreed period of time. The Investor as royalty holder has no ownership in the Issuer and no interest in the profit or loss of the Issuer. The holder may not even be aware of the profitability of the Issuer. Royalties can be transferable and therefore can be traded on an exchange. A better way to invest in and finance private companies and projects
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Seeing things differently is what successful entrepreneurs and investors do. The tradition of investment has been the purchase of equity or debt sold by companies. The result frequently has been one of greater benefit to the seller than the buyer. I am asking you to think differently and consider buying and selling slivers of future revenue, not profits.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Entrepreneurs see things and think differently. The depiction is from the back of the Chinese edition of "The Larry and Barry Guide to Entrepreneurial Wisdom"
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Payments received by companies for the purchase of royalties are not debt and do not have to be repaid. Royalties are not shares or equity and do not dilute the ownership or lessen the control of the existing owners. The funds received by a company for the sale of a percentage or sliver of future revenues can be used to: expand the business acquire other companies acquire existing outstanding shares reduce or repay outstanding debt The money is the company’s to use as it’s managers believe best for the owners of the business. A better way for management to raise capital
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Royalties are not impacted by changes in reported earnings One of the risks of owning shares in companies having managers and Boards of Directors dedicated to maintaining and accelerating revenue growth is that profit margins are frequently sacrificed to achieve sales objectives.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. The making of decisions resulting in lower near term profit for the sake of achieving greater long term profit can be difficult for managers with shareholders having shorter term perspectives
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Corporate managers using revenue-based financing are not under pressure to use accounting options which maximize the level of reported profits, frequently resulting in increasing the level of income taxes due. Absent the need to report successively higher quarterly earnings managers are able to make better long term decisions regarding expenditures for; staff training, additional research, advertising / marketing and other areas of expense generally thought to be ok to postpone during periods of profit margin pressure. Eliminating the focus on short term profits enables better management and long-term decision making
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Creating conservative projections and making the numbers is the essence of entrepreneurial survival
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. The terms of a royalty can be as flexible as agreed between the Issuer and the Investors The royalty payment obligation remains regardless of reported earnings. However, royalty payment obligations can be changed with the receipt of cumulative payments during specified periods of time within the duration of the royalty period..
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Most investors and professional investment managers agree that it is easier to predict a company’s future revenues than it is future earnings. Investment quality is generally a function of predictability of results. Markets do not like surprises, as most are disappointments. The more precisely predictable the performance results of a company, usually the higher the price earnings ratio relative to achieved earnings growth. In the case of a debt instrument, the higher perceived quality, the lower the yield or better the terms under which the company can borrow. A better way to achieve Predictable income and returns It is only a matter of time before investors understand that long term royalties are income producing calls on future revenue growth. As a result, royalties traded on an exchange will develop a premium over the present value of the royalty currently being received based upon present levels of revenue.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Protecting the interests of the royalty Investors is mission critical for the success of the REX. The more certain the royalty Investor is of receiving the expected return, the more favorable will be the terms for Issuers and therefore the more issues which will be available for trading on the REX. The REX traded royalty contract units will require assets of the issuer be transferred to an independent Singapore registered and regulated trustee company. The specific assets to be transferred will be as agreed between the REX member, acting in the capacity of Managing Underwriter, and the company issuing the royalty entitlement. A better way to protect the interests of investors
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. The trustee company will permit the royalty issuing company to use the assets, exclusively and without charge, for as long as there is no default in the royalty payment agreement. The transferred assets may include equity interest in land and buildings, land use rights, equipment and/or intellectual property. In the event of default the assets will be used by the Trustee for the benefit of the royalty holders. Royalty collection protocol: Companies issuing royalties will designate an agreed number of banks into which all revenues derived from the sale or lease of goods or services will be deposited. The issuer will provide irrevocable instructions to the banks to deduct, at the time of deposit, the agreed royalty percentage from all deposits. A better way to protect the interests of investors (Continued)
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Quarterly, the company selected banks will forward to the Singapore trustee company the collected funds, which the trustee will distribute to the registered royalty holders. Directors or controlling shareholders of the issuer, as satisfactory to the Managing Underwriter, will quarterly attest to the correctness of the reported and deposited revenues. There will also be an annual audit of revenues by a REX and Managing Underwriter approved auditor. The trustee company will serve as an agent of the REX and administer the royalty collection and distribution process. The trustee company will also perform services for the Issuer. A better way to protect he interests of investors (Continued)
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Hundreds of billions of dollars of investment capital are managed under the laws of Islamic finance. These funds are controlled by those who live Sharia compliant lives and who require that both the investing process and the companies in which investments are made are found by recognized Islamic scholars to be Sharia compliant. REX’s patent pending Sharia Fair Revenue Participation Contract (“SFRPC”) complies with the Sharia prohibition of interest and requirement for “fair and reasonable” participation in both risk and reward. Therefore, both investors and enterprises can achieve their financial objectives using SFRPCs to invest their capital or finance their companies. SFRPC Issuers will be required to initially obtain a fatwa (decree) indicating compliance and agree to be audited annually to assure continued compliance. A better way to attract Islamic capital and finance Islamic and other enterprises Revenue sharing is risk sharing and royalties are not a form of interest. Therefore the REX process is consistent with the principles of Sharia.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. The basic commercial principles of Sharia are generally consistent with the principles of business as practiced internationally
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. There are only four variables in a revenue participation contract: A better way to offer a standard structure while also enabling flexibility and creativity 1. Capital: The amount of capital to be raised (in denominations of US$10,000 contractual units) 2. Percentage: The percentage of the issuer’s revenues which will be paid quarterly to the royalty contract holder. 3. Duration: The calendar or event triggered period during which royalties will be paid. 4. Critical Assets: The critical assets of the Issuer which will transferred to the independent, Singapore government registered and regulated trustee company, held by the trustee company for the benefit of the royalty contract unit holders in the event of a default by the Issuer. Once the underwriting is completed the revenue participation contract units will be admitted for trading on the REX. The royalty contracts are highly standardized, but these four terms are negotiated between the Issuer and the underwriter and can be as flexible and imaginative as those creating them.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. The REX will be an electronic market and operate 24 hours a day, 7 days a week, matching bids and offers for quoted royalty units. Only members of the REX will be allowed to transact business on the REX. The REX members will act as both agents for their clients and as principals for their own accounts. The members of the REX will be firms that are recognized and respected members of the international financial community, in many cases they will be members of exchanges supervised and regulated by government regulating bodies. A better way to operate an exchange for the benefit of investors and royalty contract issuers.
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. For further information, please contact: Arthur Lipper, Interim Chairman Royalty Entitlement Exchange (S) Ltd. 16 Collyer Quay Hitachi Tower, Singapore – Royalties are the new and better way of both investing in and financing companies
TM Copyright © 2006 Royalty Entitlement Exchange (S) Pte Ltd. All Rights Reserved. Congratulations. The grasping and acceptance of new ideas is never easy. Now you are entitled to wear the following badge.
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