PROSPECTUS

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• PROSPECTUS

OLDTOWN BERHAD (Company No. 797771-M)

(Incorporated in Malaysia under the Companies Act, 1965)

Joint Underwriters and Joint Placement Agents

INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.

THERE ARE CERTAIN RISK FACTORS WHICH PROSPECTIVE INVESTORS SHOULD CONSIDER. TURN TO SECTION 3 OF THIS PROSPECTUS FOR “RISK FACTORS”.

THIS PROSPECTUS IS DATED 22 JUNE 2011

AmInvestment Bank Berhad (Company No. 23742-V)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

A member of

INITIAL PUBLIC OFFERING OF 96,394,000 ORDINARY SHARES OF RM1.00 EACH COMPRISING:-

• 63,394,000 NEW ORDINARY SHARES OF RM1.00 EACH AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC, DIRECTORS, ELIGIBLE EMPLOYEES AND BUSINESS ASSOCIATES OF OLDTOWN BERHAD AND ITS SUBSIDIARIES, IDENTIFIED INVESTORS AND FOR THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY APPROVED BUMIPUTERA INSTITUTIONS AND INVESTORS; AND

• OFFER FOR SALE OF 33,000,000 ORDINARY SHARES OF RM1.00 EACH BY WAY OF PRIVATE PLACEMENT TO IDENTIFIED INVESTORS

AT AN ISSUE/OFFER PRICE OF RM1.25 PER ORDINARY SHARE PAYABLE IN FULL ON APPLICATION PURSUANT TO ITS LISTING ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD

Principal Adviser and Managing Underwriter

AmInvestment Bank Berhad (Company No. 23742-V)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

A member of

CIMB Invesment Bank Berhad (18417-M)(A Participating Organisation of Bursa Malaysia Securities Berhad)

Company No: 797771-M 4. INFORMATION ON OUR GROUP

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4.7.2 Business Activities, Products and Services

(a) Operation of Cafe Chain

As at LPD, we have a total chain of 182 cafe outlets in Malaysia, Singapore and Indonesia, all of which operate under the brand name of ‘OLDTOWN WHITE COFFEE’ which is a registered trademark in Malaysia and overseas. Approximately 53% of the cafe outlets are either fully owned or partially owned and operate under our own management. The remaining 47% are either franchised or licensed outlets. The central theme of our ‘OLDTOWN WHITE COFFEE’ cafe outlets is based on the traditional coffee shop in Ipoh with a contemporary setting. We specialise in our own formulation of hot and cold coffee and tea beverages using high quality coffee beans that have been roasted using our proprietary bean roasting process, which is undertaken by our subsidiary, Gongga Food.

Our showcase ‘OLDTOWN WHITE COFFEE’ cafe outlet is located in the Bangsar South branch, which occupies approximately 11,000 square feet. As at LPD, our Group has five (5) ‘OLDTOWN WHITE COFFEE’ Signature cafe outlets. The Signature Outlet is differentiated from its OLDTOWN WHITE COFFEE’ cafe outlets

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Company No: 797771-M 4. INFORMATION ON OUR GROUP

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elsewhere as it has a dedicated cook, a more extensive food menu and commands on average a premium of approximately 19% on its food and beverages prices. The coffee and tea beverages offered at our cafe outlets are specially formulated and manufactured for our ‘OLDTOWN WHITE COFFEE’ cafe outlets which differ from our range of retail pack instant coffee mix and roasted coffee powder. Some of our signature hot and cold coffee beverages offered at our cafe outlets include the following:-

- OLDTOWN White Coffee (Hot);; - OLDTOWN White Coffee (Cold); - OLDTOWN’s NAN YANG – O (Hot); - OLDTOWN’s NAN YANG – O (Cold) - OLDTOWN White Coffee Freeze; - OLDTOWN Xi Mut Milk Tea (Hot); - OLDTOWN Xi Mut Milk Tea (Cold); and - OLDTOWN Coffee Lava.

OLDTOWN White Coffee (Hot) and OLDTOWN White Coffee (Cold)

OLDTOWN’s Nan Yang - O (Hot) and OLDTOWN’s Nan Yang - O (Cold)

OLDTOWN White Coffee Freeze

OLDTOWN Xi Mut Milk Tea (Hot) and OLDTOWN Xi Mut Milk Tea (Cold) OLDTOWN Coffee Lava

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Company No: 797771-M 4. INFORMATION ON OUR GROUP

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All our cafe outlets are supported by three (3) centralised food processing centres operated by our subsidiaries, Dynasty Confectionery, Esquire Chef and Emperor’s Kitchen. The centralised food processing centres are responsible for the processing of all the ingredients including the freshly baked signature toasts that are served at the cafe outlets. We have a menu that reflects our central theme with a focus on serving local fare that is traditionally available at coffee shops. These include half boiled eggs, specialty rice, homemade toasted bread and buns, noodles, sandwiches and many others. Some of our signature food that is offered at our cafe outlets includes the following:-

- Kaya and Butter Toast (Double); - Omega Soft Boiled Eggs; - OLDTOWN Ipoh Chicken Hor Fun; - SUPREME Nasi Lemak; - OLDTOWN Curry Mee; and - OLDTOWN Rendang Chicken Rice;

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Kaya and Butter Toast (Double) Omega Soft Boiled Eggs

SUPREME Nasi Lemak OLDTOWN Ipoh Chicken Hor Fun

OLDTOWN Rendang Chicken Rice OLDTOWN Curry Mee

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Company No: 797771-M 4. INFORMATION ON OUR GROUP

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(i) Instant Coffee and Tea Beverages

Instant Coffee Mix We manufacture five different types of instant coffee mix including:- - OLDTOWN 3 in 1 Classic White Coffee; - OLDTOWN 3 in 1 Natural Cane Sugar White Coffee; - OLDTOWN 3 in 1 Hazelnut White Coffee; - OLDTOWN 3 in 1 Ice Cold White Coffee; and - OLDTOWN 2 in 1 White Coffee & Creamer. The process of manufacturing instant coffee mix involves the use of raw materials such as instant coffee powder which is mixed with creamer with or without sugar depending on the requirements. It is common for the industry to purchase instant coffee powder from external sources locally or overseas, as the production of instant coffee powder itself requires different types of machinery and equipment.

The production of our instant milk tea mix also goes through the same process by using instant tea powder, which is sourced from overseas with the addition of creamer and sugar. The range of our instant coffee mix and milk tea is depicted below:-

OLDTOWN 3 in 1 Classic White Coffee OLDTOWN 3 in 1 Natural Cane Sugar White Coffee

OLDTOWN 3 in 1 Hazelnut White Coffee OLDTOWN 3 in 1 Ice Cold White Coffee

OLDTOWN 2 in 1 White Coffee & Creamer OLDTOWN 3 in 1 White Milk Tea

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Company No: 797771-M 4. INFORMATION ON OUR GROUP

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For information purposes, packagings may vary from country to country.

(ii) Roasted Coffee Powder

We manufacture the following three types of roasted coffee powder products as follows:- - NAN YANG White Coffee ‘O’; - NAN YANG 2 in 1 White Coffee ‘O’; and - NAN YANG Kopi ‘O’. The coffee beans that are used in our ‘OLDTOWN WHITE COFFEE’ cafe outlets and distributed to retail outlets are roasted in-house. Our non-instant coffee comes in two different types of packaging, either in convenience or box packaging.

(c) Marketing and Sales of Coffee and Other Beverages

We have our own marketing arm, namely White Cafe Marketing, which is responsible for the retail sector. We have built a strong distribution network, which is demonstrated by the extensiveness of our coverage in Malaysia and overseas. As at LPD, our ‘OLDTOWN’ beverages were sold in approximately 5,002 retail outlets nationwide in Malaysia, approximately 730 retail outlets in Singapore and approximately 2,335 retail outlets in Hong Kong.

In addition to Singapore and Hong Kong, our beverage products were exported to other overseas countries including the USA, Canada, Taiwan, Indonesia, Brunei, Thailand, Philippines, China, United Kingdom and Australia for the FYE 2010. In the first quarter of 2011, we started exporting our coffee and tea beverages to New Zealand. As at LPD, we have 37 sales and marketing personnel in our Group. Our canned RTD coffee is depicted below:

NAN YANG 2 in 1 White Coffee “O” NAN YANG White Coffee ‘O’ NAN YANG Kopi ‘O’

Canned RTD Coffee

Company No: 797771-M 4. INFORMATION ON OUR GROUP

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For information purposes, packagings may vary from country to country.

(ii) Roasted Coffee Powder

We manufacture the following three types of roasted coffee powder products as follows:- - NAN YANG White Coffee ‘O’; - NAN YANG 2 in 1 White Coffee ‘O’; and - NAN YANG Kopi ‘O’. The coffee beans that are used in our ‘OLDTOWN WHITE COFFEE’ cafe outlets and distributed to retail outlets are roasted in-house. Our non-instant coffee comes in two different types of packaging, either in convenience or box packaging.

(c) Marketing and Sales of Coffee and Other Beverages

We have our own marketing arm, namely White Cafe Marketing, which is responsible for the retail sector. We have built a strong distribution network, which is demonstrated by the extensiveness of our coverage in Malaysia and overseas. As at LPD, our ‘OLDTOWN’ beverages were sold in approximately 5,002 retail outlets nationwide in Malaysia, approximately 730 retail outlets in Singapore and approximately 2,335 retail outlets in Hong Kong.

In addition to Singapore and Hong Kong, our beverage products were exported to other overseas countries including the USA, Canada, Taiwan, Indonesia, Brunei, Thailand, Philippines, China, United Kingdom and Australia for the FYE 2010. In the first quarter of 2011, we started exporting our coffee and tea beverages to New Zealand. As at LPD, we have 37 sales and marketing personnel in our Group. Our canned RTD coffee is depicted below:

NAN YANG 2 in 1 White Coffee “O” NAN YANG White Coffee ‘O’ NAN YANG Kopi ‘O’

Canned RTD Coffee

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