Gagasan Solar

https://www.gagasancapital.com/information-memorandum

Purpose

The purpose of this document is to summarize the contents of the Information

Memorandum (“IM”) prepared by Gagasan Solar Sdn. Bhd. dated 3rd March 2022. A
copy of the Information Memorandum has been deposited with Securities Commission of
Malaysia. This Brochure is not intended be a prospectus or to form or constitute an offer
to sell or a solicitation of an offer to buy any securities. It contains certain excerpts from
the IM and should be read in conjunction with the IM. It is recommended for readers to
consult with their relevant independent financial advisors prior to making any investment
decision.

Introduction

Gagasan Solar Sdn. Bhd. (“1372136-D”) is a Private Equity Fund that serves as an
investment vehicle focusing in defensive Commercial and Industrial (C&I) solar power assets
and investments with health value propositions and superior risk-adjusted returns, through
both greenfield developments and brownfield acquisitions.

Gagasan Solar is targeting to build a portfolio of solar assets that yield strong dividends and
capital gains through healthy financial fundamentals and cash flows, which will provide
above average returns to its investors.

With a commendable and experienced management team in the space of Private Equity,
Corporate Finance, and the Solar Energy Industry, as well as having extensive local and
foreign networks built-up over the years, Gagasan Solar is able to gain access to its healthy
pipeline of deals.

Gagasan Solar is a close-end fund with a targeted total equity capital of RM50 million to
undertake private equity investments into defensive commercial and industrial (C&I) solar
power assets based on the following points:

 Gagasan Solar is managed by an experienced management team who have significant

capital markets and solar energy industry experience;
 Gagasan Solar is capitalising on the largely untapped blue ocean market segment of C&I
solar;
 The investment profile of the segment is recession-resistant, cash flow based and
defensive in nature;
 The targeted investments are based on a proven business model and asset class with
clear exits and valuations;
 The targeted segment of C&I electricity consumption is large and still experiencing
healthy recession-resistant growth;
 The deal flow pipeline for the targeted investments is large due to the extensive
networks of the management team.
 Due to the clear valuations and strong business fundamentals of the targeted
investments, there are a multitude of exit options. While trade sales and mergers into
existing listed or unlisted entities are an option, IPOs and non-traditional alternatives
like ICOs will also be explored.

Corporate Information
 Name of Company
Gagasan Solar Sdn. Bhd. (1372136-D)
 Joint Investment Managers

ThinkAt PE Sdn. Bhd. (1195528-H) (Formerly known as Senturia Capital Sdn Bhd)

Gagasan Capital Sdn. Bhd. (1426708-K)

 SC-Registered Private Equity Management Company (PEMC)

ThinkAt PE Sdn. Bhd. (1195528-H) (Formerly known as Senturia Capital Sdn Bhd).
More info here.
 Technical and Operating Partner
Fabulous Sunview Sdn. Bhd. (1036671-H).
Fabulous Sunview Sdn. Bhd. is a part of Sunview Group Bhd. [1419797-M]
 Management Team

Joshep Lee Wang Chuen

Ir Chong Chew Fan

 Independent Director
Derick Yu Ming Wei
 Investment Committee

Professor Dr. Ir. Nasrudin Abd Rahim

Joshep Lee Wang Chuen

Ong Hang Ping

John Ong

Michelle Yu Peng Yin

 Legal Advisor

David Lai & Tan

Level 8-3 & 8-4, Wisma Miramas,
No 1 Jalan 2/190E, Taman Desa,
Jalan Klang Lama,
58100 Kuala Lumpur
 Tel No. : (+60)3 7972 7968
Fax No. : (+60)3 7972 7967

Principal Terms of Investment

 Fund Size
RM 50,000,000
 Offering
50,000 units of RCPS at an issue price of RM1,000 per unit
 Fund Life
Maximum of 5 years
 Carried Interest
Joint Investment Managers will earn a Carried Interest of 20% over a hurdle rate of 10%
p.a. internal rate of return (IRR) to investors. The remaining 80% is for Investors (RCPS
holders).
 Redemption or Conversion of RCPS by Gagasan Solar
Full redemption of the principal capital sum with accrued dividend at the end of the fund
life (Year 5), or Investors (RCPS holders) have the option to receive shares of the fund
entity that holds the investment assets.
 Lock-In Period
Maximum of 5 years, or an earlier portfolio exit date.
 Joint Investment Managers' Role

• Identifying investment opportunities;

• Evaluating key value drivers and other growth potentials within the solar power sector;

• Performing or managing the necessary financial analysis and due diligence

investigations;

• Preparing investment recommendations for the IC;

• Negotiating the purchase price of the solar power assets, terms of the sale, and
purchase agreement, and or shareholders’ agreement;

• Structuring and negotiating required financing arrangements, which includes

leveraging;

• Monitoring and providing ongoing strategic and financial advice to portfolio

companies in efforts to improve the performance; and

• Developing and managing the process for the realization of the investments.

 Issuer Company
Gagasan Solar Sdn. Bhd.
 Instrument
Redeemable Convertible Preference Shares ("RCPS")
 Minimum Subscription
300 units of RCPS
 Dividend Policy
10% cumulative annual dividend on the principal capital sum invested
  Net Exit Proceeds
100% of the Net Exit Proceeds are returned to Investors (RCPS-holders) after settling
debt, redemption and carried interest.
 Targeted Internal Rate of Return ("IRR")
Targeted IRR over the fund life is 14%
 Joint Investment Managers' Remuneration
Gagasan Solar Sdn. Bhd. will pay the Joint Investment Managers an annual management
fee of 1.5% p.a. of the total fund size during the life of the fund.
 Fund Structure
The fund is structured as a Proprietary Limited/Sendirian Berhad, and will be managed
by the Joint Investment Managers. The Fund has established an Investment Committee,
by which all investment decisions of the Fund must be approved.
 Geographical Focus
Malaysia

Corporate Team
Joshep Lee Wang Chuen

Managing Partner

Joshep hails from a background in finance in which he holds a B.Comm. (Finance &
Management) from the University of Melbourne, with a broad spectrum of experience in the
M&A, Venture Capital and Private Equity roles in Malaysia, Singapore & Australia prior to
entering the solar space in 2016.

Prior to Gagasan, he was attached to a leading Malaysian Solar Energy Engineering,

Procurement, Construction and Consultation Company (EPCC) with an annual turnover of
RM40 million. During this time, Joshep oversaw the firm's business development and
investment arms, securing RM76 million (GDV) in C&I deals, and securing a cumulative
RM625 million in conditional solar capital commitments for the Large Scale Solar (LSS)
segment, from local and international investors.

Joshep also holds business interests in the area of sustainable real estate development, retail
distribution, and family office management.

Ir Chong Chew Fan

Technical and Operating Director

Ir. Chong Chew Fan has more than 19 years of working experience covering design, contract
administration, project management and consultancy works within the segments of renewable
energy, infrastructure and building-works.

Chong's extensive experience within the space of sustainability include solar PV

construction, power systems studies and sustainability design projects for certified Green
Buildings. He has also been involved in township developments, mixed developments, office
and commercial building developments, water and wastewater treatment plants, highways,
roads and railway projects.

Chong is a highly qualified and Professional Engineer a Practising Certificate from the
Malaysian Board of Engineers (BEM), a Registered Electrical Energy Manager (REEM) with
the Energy Commission of Malaysia, an ASEAN Chartered Professional Engineer (ACPE), a
Green Building Index Facilitator (GBIF), and an Honorary Member of ASEAN Federation of
Engineering Organizations (AFEO), among other professional affiliations. He has also been
called upon by and works closely with the Malaysian Department of Standards (DSM) to
develop nation-wide standards.

Derick Yu Ming Wei

Non-Executive Director

Derick Yu holds a degree in Civil Engineering from RMIT University in Melbourne, and an
MBA from Strathclyde Graduate Business School.

He has worked in various industries and has knowledge in both technical and also the
financial and business aspects of the construction and development industry intimately.

Derick has consulted for SMHB Consulting Engineers (now called HSS Engineers) as an
Engineer, developed strategies for Leighton Contractors and performed regional business
planning for Cognis Oleochemicals. He has worked for Accenture and built Migme Limited’s
business in Asia, Europe and Africa and ultimately he lead Premier Asia Capital and oversaw
all their businesses across South East Asia, Europe and China.

His project management experience covers diverse and illustrious projects including the
replacement and installation of all KL International Airports CCTV cameras, The Komtar
Revitalistion project in Penang, and the project manager for the Langsat Oilfield Supply
Centre in Johor and for various projects by the Dubai Government, amongst others.

Ong Hang Ping

Investment Committee, Gagasan Solar Sdn. Bhd.

CEO, Sunview Group Bhd. (Technical and Operating Partner of Gagasan Solar)

Ong Hang Ping is the Managing Director of Sunview Group Berhad, a leading Malaysian
solar engineering, procurement, construction and consultation (EPCC) firm with an annual
turnover of over RM40 million.

Ong holds upwards of 500MW or RM2 billion (GDV) of solar engineering experience,
having completed projects in Malaysia, India, Thailand, Australia, the Philippines and
Cambodia. With 10 years of being exposed and having hands-on solar experience, Ong is one
of the pioneers within the Malaysian solar space.
Ong is global-standard solar engineering certified, holding an Institute for Sustainable Power
Quality (ISPQ) certification. He is also locally accredited with SEDA, holding a Grid
Connected Photovoltaics (GCPV) certification. Ong is also a panel committee member of the
University of Malaya’s Power Energy Dedicated Advanced Centre (UMPEDAC) and a
certified member of the Malaysian Board of Engineers.

John Ong

Investment Committee, Gagasan Solar Sdn. Bhd.

Partner, ThinkAt PE Sdn. Bhd.

John Ong is the Co-founder and a Partner of Thinkat. He holds an Honours Degree in
Accounting and Finance from the London School of Economics and Political Science, UK.
He started his working career as a trainee chartered accountant in MacIntyre Hudson, London
in 1989. During his tenure with MacIntyre Hudson, he was involved in the audit,
management accounting and taxation affairs of UK companies. He was later admitted as a
member of the Institute of Chartered Accountants in England and Wales in 1991. He left
MacIntyre Hudson in 1995 to return to Malaysia where he joined the corporate advisory
department of Utama Merchant Bank Bhd, Kuala Lumpur involved in IPOs, bonds, merger
and acquisition, corporate finance, corporate restructuring and mezzanine financing. He left
Utama Merchant Bank Bhd in 2000 and thereafter, he started his own corporate advisory
practice.

Michelle Yu Peng Yin

Investment Committee, Gagasan Solar Sdn. Bhd.

Director, ThinkAt PE Sdn. Bhd.

Ms Yu is a Director of Thinkat. Ms Yu holds a Degree in Commerce from the University of

New South Wales, Sydney, Australia in the year 1991 and is qualified with the Australia
Society of Certified Practising Accountants and a Chartered Accountant with the Malaysian
Institute of Accountants in the year 1995.

She started her career as an Auditor in Deloitte Touche Tohmatsu in 1991. She later moved to
Malaysia Airlines (“MAS”) where she reported directly to the Executive Vice President of
Finance. In MAS she was involved in many projects including a joint venture project with
General Electric Company (“GE”). She joined the JV company working for GE in 1997, in
which she helped to set up the legal, operations, reporting and finance system. In 1999 she
was transferred to Singapore by GE to work in a role with Asia Pacific wide responsibilities.

After 7 years in Singapore, Ms Yu returned to Malaysia to take over the Asia Pacific finance
leadership role for Dresser-Rand Company (“DR”), working with the Asia Pacific
management team the sales of the region grew to USD 150M in 5 years. In 2011 she was
promoted to US headquarters to work in a worldwide role as the Finance Director for the
Services Division of DR. In Houston she had a team of 118 staff and was overseeing USD
1.4B business. In 2016 she returned to Malaysia as DR was acquired by Siemens and worked
mainly to integrate the business and the people.

Professor Dr. Ir. Nasrudin Abd Rahim

Investment Committee, Gagasan Solar Sdn. Bhd.

Professor Dr. Nasrudin Abd Rahim holds a Diploma in Electrical Engineering (UiTM,
Malaysia), BSc (Hons) Degree in Electrical Engineering & MSc in Power Engineering (both
from University of Strathclyde, UK), and PhD from Heriot-Watt University, UK. He became
a Chartered Engineer in 2000 and promoted as a Professor in 2003.

He is the Founder and Director of the UM Power Energy Dedicated Advanced Centre
(UMPEDAC), one of the ten nationally acclaimed Higher Institutions’ Centre of Excellence
(HICoE) of the Ministry of Higher Education (MoHE). He is also the Chairman of the
University of Malaya Advanced Engineering & Technology (AET) Research Cluster.

His professional advice and consultancy has been sought by Ministry of Energy, Green
Technology and Water Malaysia (KeTTHA); Ministry of Science, Technology and
Innovation Malaysia (MOSTI); SIRIM; Tenaga Nasional Berhad (TNB); Board of Engineers
Malaysia; Suruhanjaya Tenaga Malaysia; Prestigious Discovery; and OYL; among others.

His long career in the University of Malaya has seen him helming various administrative
positions and responsibilities. He was the Director of UM’s Distance Learning Centre, the
Head of the Department of Electrical Engineering, the Deputy Dean of Research &
Postgraduate Studies, and a Member of the Faculty of Engineering’s Engineering Professors
Council. He was also the head of the Electronics, Industry, and Control program; and the
Meng degree program for Industrial Electronic Control.

 Structure and Management of the Fund

The Fund is structured as a Proprietary Limited/Sendirian Berhad company and will be
jointly managed by the Joint Investment Managers, ThinkAt PE Sdn. Bhd. and Gagasan
Capital Sdn. Bhd.

Whereas Thinkat will in general, play a supervisory role in overseeing and supervising all
operational and management decisions made by Gagasan Capital, Gagasan Capital will be
handling the day-to-day operations and management of the company.

The Fund has established an Investment Committee, by which all investment decisions of the
Fund must be approved. The Fund has also engaged David Lai & Tan as the legal advisor,
who will work with the Joint Investment Managers and provide legal and governance related
services to the Fund.
 The fund structure

 The Fund

The Fund will be established to provide investors with the opportunity to participate in
Solar Energy and ESG sector investments, focusing on the commercial and industrial
(C&I) segment.

Gagasan Solar's fund approach is for the purpose of pooling of financial resources to an
appropriate amount for effective investments and for the diversification of portfolio risk.

 Investment Returns

Investment returns will be in two forms:

1. Annual dividend pay-outs, and

2. Capital gain.

The capital gain will only be realised upon divestment of the solar asset portfolio at the
end of the fund life, or an earlier portfolio exit as approved by the Board of Directors.

 Capital Redemption
Upon portfolio exit, which can take place through a trade sale, merger, IPO or other non-
traditional alternatives, the principal capital sum of the investment will be redeemed
along with all accrued dividends, and to be returned to investors.
 The Joint Investment Managers

Thinkat PE and Gagasan Capital will jointly manage the investments of The Fund and
execute on the subsequent divestments.

In general, Gagasan Capital will be handling the day-to-day operations and management
of the company whereas Thinkat will play a supervisory role in overseeing and
 supervising operational and management decisions made by Gagasan Capital as a matter
of prudence, investor protection and oversight.

The Managers are expected to receive deal flow from their extensive networks and
partners in the solar industry, and the business community. Other deal sources include an
in-house business development team and strategic partnerships.

 The Technical and Operating Partner

Fabulous Sunview Sdn. Bhd., a part of Sunview Group Berhad, is the Technical and
Operating Partner of the Fund.

Sunview is a well established Malaysian solar Engineering, Procurement, Construction

and Commissioning (EPCC) company, with an annual turnover of RM43 million. It
provides turnkey solutions for all segments of the solar market.

As a leading solar EPCC, Sunview was appointed by Malaysia Debt Ventures Bhd, a
subsidiary of the Malaysian Ministry of Finance, as its auditor for the technical and
operational aspects of its solar portfolio. Additionally, was invested in by Asia
Greentech Fund, a private equity firm comprised of MAVCAP, a subsidiary of the
Ministry of Finance, and several other investors.

Collectively, Sunview's management team has over 500MWp (GDV ~RM1.5 billion) of
experience in solar PV system design and construction.

With relation to the Fund, Sunview will be responsible for the technical and operating
matters related to the up-time and performance of the portfolio of solar assets, as well as
ensuring fair solar construction prices and a high-standard of workmanship and quality.
Sunview will assist and advise Gagasan Solar on the vetting of contractors, the costing
and technical aspects of construction tenders, and the post-construction technical audit,
among other responsibilities.

More resources:

Definition of Sophisticated Investors as per the Securities Commission of Malaysia

guidelines: Updated Categories of Sophisticated Investors as at 1 July 2021.

SC-Registered Private Equity Management Company (PEMC): ThinkAt PE Sdn. Bhd.

(1195528-H) (Formerly known as Senturia Capital Sdn Bhd) is one of 17 SC-registered
PEMCs in Malaysia. More info here.

If you are interested in learning more about our offering, please fill up the
form below for a private discussion and the full Information Memorandum.