The Trendlines 1

8/20/2019 The Trendlines 1

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Prepared on: 16 November 2015

PLACEMENT OF 75,760,000 PLACEMENT SHARES (INCLUDING 21,515,000CORNERSTONE SHARES) IN THE TRENDLINES GROUP LTD. (THE“SECURITIES”) AT S$0.33 FOR EACH PLACEMENT SHARE, PAYABLEIN FULL ON APPLICATION 1

Prior to making a decision to subscribe for the Securities, you should carefully consider all the informationcontained in the offer document dated 16 November 2015 issued by The Trendlines Group Ltd. (the “Company”)in respect of the Placement (“Offer Document”). This Product Highlights Sheet should be read in conjunctionwith the Offer Document. You will be subject to various risks and uncertainties, including the potential loss ofyour entire principal amount invested. If you are in doubt as to investing in the Securities, you should consultyour legal, financial, tax or other professional adviser(s).

This Product Highlights Sheet is an important document.

• It highlights the key information and risks relating to the offer of the Securities contained in the OfferDocument. It complements the Offer Document 2.

• You should not purchase the Securities if you do not understand the nature of an investment in equity securities,our business or are not comfortable with the accompanying risks.

• If you wish to purchase the Securities, you will need to make an application in the manner set out in the Offer

Document. If you do not have a copy of the Offer Document, please contact us to ask for one.

Issuer The Trendlines Group Ltd. Place ofincorporation

Israel

Details of this offer Placement of 75,760,000Placement Shares (including21,515,000 CornerstoneShares 3)

Total amount to beraised in this offer

Estimated gross proceeds:Approximately S$25.0 million

Estimated net proceeds:Approximately S$19.3 million(Assuming gross proceedsof S$25.0 million and afterdeducting the aggregateestimated cash expenses in

relation to the Placement ofapproximately S$5.7 million)

Placement Price S$0.33 for each PlacementShare

Listing status ofIssuer and theSecurities

Application for primarylisting on the CatalistBoard (“ Catalist ”) of theSGX-ST 2; expected to belisted on Catalist on and from26 November 2015

Sponsor, IssueManager andPlacement Agent

PrimePartners CorporateFinance Pte. Ltd.

Underwriter(s) The Placement is notunderwritten

1 Subject to and on the terms and conditions set out in the Offer Document. Any decision to subscribe for any Securitiesshould be made solely on the basis of information contained in the Offer Document after seeking appropriate professionaladvice, and you should not rely on any information other than that contained in the Offer Document.

2 The Offer Document has been registered by the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”),acting as agent on behalf of the Monetary Authority of Singapore on 16 November 2015. A printed copy of the OfferDocument (together with this Product Highlights Sheet) may be obtained on request, subject to availability during officehours, from PrimePartners Corporate Finance Pte. Ltd., 16 Collyer Quay, #10-00 Income At Raffles, Singapore 049318.An electronic copy of the Offer Document (together with this Product Highlights Sheet) is also available on the SGX-STwebsite at http://www.sgx.com.3 The Cornerstone Subscription is conditional upon the Placement. The Placement is, however, not conditional on thecompletion of the Cornerstone Subscription.


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OVERVIEW

WHO ARE WE AND WHAT DO WE DO?

Our Group

Our Company was incorporated on 1 May 2007 as a private company limited byshares under the Israeli Companies Law, under the name of “T.I.F. Ventures Ltd.”,and was subsequently renamed “The Trendlines Group Ltd.” on 16 July 2008. OurCompany acquired Trendlines Medical together with its subsidiary, Misgav/Karmiel,and Trendlines Agtech in July 2007 and August 2007, respectively.

In August 2007, our Group was awarded the technological incubator franchisesfrom the Israeli government for both Trendlines Medical and Trendlines Agtech.Trendlines Medical then started to focus on the discovery and development of novelmedical device technologies. Trendlines Agtech is a technology incubator, whichsince 2011, has focused on the discovery and development of new agricultural andfood technologies.

Our Business

Our Group is focused on developing technology-based companies in the medical andagricultural fields. We create and develop companies in accordance with our missionto improve the human condition. To this end, we discover, invest in, incubate and

provide services to life sciences companies in the fields of medical and agriculturaltechnologies. As at the Latest Practicable Date, all of our portfolio companies are

based in Israel.

From the time of investment, we are involved in many aspects of our portfoliocompanies from technology development to business building. We provide a rangeof services to our portfolio companies during their first years following our initialinvestment such as (i) technology support which includes R&D; (ii) business, marketand commercialisation strategy and support; (iii) funding strategy; (iv) financialsupport and business development; and (v) marketing communications support.

Our focus is on creating and developing medical and agricultural technologycompanies with a view towards a successful exit in the marketplace. Exits mayinclude sales such as merger and acquisition transactions, listing on public stock

exchanges and other dispositions of our holdings.Since commencing operations in September 2007, we have established and incubated60 companies and work to establish between eight (8) to ten (10) new portfoliocompanies each year. 17 of our portfolio companies (two (2) of which wereestablished prior to September 2007) are now at the “commercialisation” stage andare generating revenues. Five (5) of our portfolio companies have been acquired byor sold their assets to multinational corporations, including four (4) transactions sinceAugust 2013. In addition, two (2) of our portfolio companies had completed publiclisting transactions on the TASE, one (1) of which was subsequently acquired by amultinational corporation and delisted from the TASE.

We operate principally through our two (2) operating subsidiaries, namely,

Trendlines Medical and Trendlines Agtech, as well as through our own internalinnovation centre, Trendlines Labs, where we engage in R&D activities to createnew technologies, to address unmet market needs.

Trendlines Medical is a technology incubator that was established in 1995(notwithstanding, its actual operations began in 1992 through the operations of itssubsidiary, Misgav/Karmiel), and which we acquired control of in 2007. TrendlinesMedical focuses on the discovery and development of novel and disruptive medicaldevices and technologies.

Trendlines Agtech is a technology incubator that was established in 1992, andwhich we acquired control of in 2007. In 2011, Trendlines Agtech began to focuson the discovery and development of new agricultural and food technologies. Sincethen, new portfolio companies established by Trendlines Agtech have focused onaddressing a wide range of agricultural needs, in particular, on increasing food yieldsand reducing costs with an emphasis on sustainability.

Further Information

Refer to the sections entitled“General Information onour Group – History” and“General Information on OurGroup – Business Overview”on pages 163 to 165 and165 to 197 respectively ofthe Offer Document for moreinformation on our history andbusiness.


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WHO ARE OUR DIRECTORS AND KEY EXECUTIVES?

Our Board of Directors comprise:(a) David Todd Dollinger (Chairman and Chief Executive Officer)(b) Stephen Louis Rhodes (Chairman and Chief Executive Officer)(c) Zeev Bronfeld (Non-executive Director)(d) Elka Nir (Lead Independent Director)(e) Stephen Philip Haslett (Independent Director)

(f) Hang Chang Chieh (Independent Director)Our Executive Officers are:(a) Gabriela Heller (Chief Financial Officer)(b) Yosef Ron (Chief Operating Officer and Joint Company Secretary)(c) Yosef Hazan (Chief Executive Officer, Trendlines Labs)(d) Eran Feldhay (Vice President of our Company and Chief Executive Officer,

Trendlines Medical)(e) Nitza Kardish (Vice President of our Company and Chief Executive Officer,

Trendlines Agtech)

Refer to the sections entitled“Directors, Managementand Staff – Directors” and“Directors, Management andStaff – Executive Officers”on pages 253 to 260 and261 to 265 respectively ofthe Offer Document for moreinformation on our Directorsand Executive Officers.

WHO IS OUR CONTROLLING SHAREHOLDER?

As at the Latest Practicable Date, Zeev Bronfeld, who is our Non-executive Directorand Controlling Shareholder, holds approximately 20.4% of the issued and paid-upshare capital of our Company. Following the completion of the Final Issuance, ZeevBronfeld will cease to be a Controlling Shareholder but will remain as a SubstantialShareholder as he will hold more than 5.0% but less than 15.0% of our Company’s

post-Final Issuance share capital.

Refer to the section entitled“Shareholders – Shareholdingand Ownership Structure” on

pages 98 to 104 of the Offer Document for more informationon the shareholdings of ourControlling Shareholder(our Substantial Shareholderupon completion of the Final

Issuance).

HOW WAS OUR HISTORICAL FINANCIAL PERFORMANCE AND WHAT IS OURCURRENT FINANCIAL POSITION?

Key results of operations of our Group

Audited Unaudited Audited

(US$’000) FY2012 FY2013 FY2014 HY2014 HY2015

Total income 13,768 29,707 8,553 11,756 8,996

Income (loss) beforeincome taxes 8,610 22,909 (2,855) 7,068 5,329

Net i ncome(loss) and totalc o m p r e h e n s i v eincome (loss)attributable toequity holders of the

Company 5,827 15,955 (2,814) 5,393 3,590EPS (LPS) (UScents) (1) 1.37 3.76 (0.66) 1.27 0.85

Adjusted EPS (LPS)(US cents) (2)(3) 1.15 3.14 (0.55) 1.06 0.71

Notes :(1) For illustrative purposes, the EPS (LPS) for the Period Under Review have been computed based

on the net income (loss) and total comprehensive income (loss) attributable to equity holders of theCompany and our pre-Placement share capital of 423,991,368 Shares.

(2) For illustrative purposes, the adjusted EPS (LPS) for the Period Under Review have been computed based on the net income (loss) and total comprehensive income (loss) attributable to equity holdersof the Company and our post-Placement share capital of 508,657,824 Shares.

(3) The adjusted EPS (LPS) is derived from the information found in the “Independent Auditors’ Report

and Audited Consolidated Financial Statements of The Trendlines Group Ltd. and its Subsidiaries forthe Financial Years Ended December 31, 2014, 2013 and 2012 and for the Interim Financial Periodfrom January 1, 2015 to June 30, 2015” as set out in Appendix A of the Offer Document, and hasnot been audited or reviewed by the Independent Auditors and Reporting Accountants in accordancewith IFRS or any applicable accounting standards.

Refer to the sections entitled“Selected Consolidated

Financial Info rmat ion” ,“Management’s Discussionand Analysis of Results ofOperations and Financial

Position” and “Independent Auditors’ Report and AuditedConsolidated FinancialStatements of The TrendlinesGroup Ltd. and Its Subsidiaries

for the Financial Years Ended December 31, 2014, 2013and 2012 and for the Interim

Financial Period from January31, 2015 to June 30, 2015” on

pages 122 to 125, 126 to 155and Appendix A respectively ofthe Offer Document for moreinformation on our financialinformation.


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Key cash flow information

Audited

(US$’000) FY2012 FY2013 FY2014 HY2015

Net cash used in operatingactivities (5,313) (4,044) (7,005) (1,980)

Net cash provided by (used in)investing activities 1,236 725 1,484 (93)

Net cash provided by financingactivities 5,357 4,901 3,785 11,380

Increase (decrease) in cash andcash equivalents 1,280 1,582 (1,736) 9,307

Cash and cash equivalents at the beginning of the period 410 1,690 3,272 1,536

Cash and cash equivalents at theend of the period 1,690 3,272 1,536 10,843

Key financial position of our Group

(US$’000)

AuditedAs at

31 December 2014

AuditedAs at

30 June 2015

Total Assets 81,698 97,859

Current Liabilities 4,644 3,485

Long-Term Liabilities 21,357 31,657

Equity Attributable to EquityHolders of the Company 52,855 62,215

Non-Controlling Interests 2,842 502

Total Liabilities and Equity 81,698 97,859The most significant factors contributing to our financial performance for FY2012,FY2013, FY2014 and HY2015 are as follows:

• Our total income for FY2013 increased by approximately US$15.9 million or115.8% as compared to FY2012 primarily due to gain from the change in fairvalue of investments in our portfolio companies. Our total income decreased byapproximately US$21.1 million or 71.2% in FY2014 as compared to FY2013

primarily due to a decrease in the gain from change in fair value of investmentsin portfolio companies resulting from a lower net increase in the fair market valueof the investment in our portfolio companies and write-offs in some portfoliocompanies. Our total income in HY2015 decreased by US$2.8 million or 23.5%as compared to HY2014 primarily due to a decrease in the gain from change in fairvalue of investments in portfolio companies resulting from a lower net increase inthe fair value of our investments in some of our portfolio companies in HY2015as compared to HY2014.

• Our net income and total comprehensive income attributable to equity holders ofthe Company increased to US$16.0 million in FY2013 as compared to US$5.9million in FY2012 while we incurred a net loss and total comprehensive lossattributable to equity holders of the Company of US$2.8 million in FY2014.


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• We recorded net cash flow used in operating activities of approximately US$5.3million, US$4.0 million, US$7.0 million and US$2.0 million in FY2012, FY2013,FY2014 and HY2015 respectively, mainly due to adjustments for non-cash incomearising from gains from charges in fair value of investments in portfolio companies.

• Our equity attributable to equity holders of the Company increased by US$9.4million from US$52.9 million as at 31 December 2014 to US$62.2 million as at30 June 2015 mainly due to the increase in cash and cash equivalents followingthe completion of the Pre-IPO Investment and a net increase in value of ourinvestments in portfolio companies in HY2015.

The above factors are not the only factors contributing to our financialperformance for FY2012, FY2013, FY2014 and HY2015. Please refer to the otherfactors set out in the section entitled “Management’s Discussion and Analysis ofResults of Operations and Financial Position” on pages 126 to 155 of the OfferDocument.

INVESTMENT HIGHLIGHTS

WHAT ARE OUR BUSINESS STRATEGIES AND FUTURE PLANS?

Our business strategies and future plans

• Follow-on investments in our portfolio companies : We intend to increase ourfollow-on investments in our portfolio companies because follow-on investmentsare an important source of funding to assist our portfolio companies to developtheir technology through, inter alia , the conduct of clinical trials, the developmentof prototype and patent applications. Moreover, our investments in our portfoliocompanies are a statement of confidence and assurance to potential investorswhich, in turn, attract them to invest in our portfolio companies. The ability ofour Group to make selective follow-on investments may enable us to maintainour shareholding interests in the relevant portfolio companies (that is, to avoid

being diluted) in the event of any subsequent equity financing by our portfoliocompanies.

• Expansion of our operations into new markets : We are currently exploringco-operation opportunities through, inter alia , joint ventures, partnerships and/orthe formation of strategic alliances, with parties who are interested in establishingincubators, together with us, in various countries, including Singapore and China.To this end, we intend to set up an incubator in Singapore in 2016. We believe that,coupled with adaptations to meet local needs and practices and training for stafffrom such potential new overseas incubators in our existing incubators in Israel,we can successfully implement and scale our business model in these countries.As at the Latest Practicable Date, we have not entered into any legally bindingdefinitive agreements.

• Expansion of Trendlines Labs : We intend to expand the activities of TrendlinesLabs in several ways. In the medical device sector, we intend to invest in selectedtechnologies that Trendlines Labs has invented so as to accelerate their entry

into the market. To this end, Trendlines Labs currently owns several families ofintellectual property. We also intend to expand our cooperation with international partners by intensifying the marketing and business development efforts ofTrendlines Labs. In addition, we are planning to add an agritech component toTrendlines Labs’ activities. We are currently in discussions with several potential

partners and intend to form at least one (1) new agritech company in the future based on the R&D services and activities performed by Trendlines Labs.

• Operational expenses to support potential increase in the number of portfoliocompanies : We intend to continue focusing on our core business activities ofcreating and developing portfolio companies with a goal of increasing the numberof portfolio companies by 50.0% over the next three (3) years. We expect anincrease in our operational expenses in relation to the provision of business and

administrative support services to our portfolio companies.

Refer to the section entitled“Prospects, Business

Strategies and Future Plans – Business Strategies and Future Plans” on pages 234 to 235 ofthe Offer Document for moreinformation on our business

strategies and future plans.


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WHAT ARE THE KEY TRENDS, UNCERTAINTIES, DEMANDS, COMMITMENTS OREVENTS WHICH ARE REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON US?

Based on our Directors’ knowledge and experience of the industry, our Directorshave observed the following trends for the current financial years,

(a) More portfolio companies becoming exit-ready : In the past several years,many of our portfolio companies have made significant progress in developingand commercialising their technologies. As a result of this and our activitiesin promoting our portfolio companies, our Group has experienced four (4)

exits since August 2013, and currently three (3) portfolio companies havemandated investment banks to explore exit opportunities. Given the maturity ofour portfolio, we believe that this trend is likely to continue as more portfoliocompanies become exit-ready. We believe that this trend could have a meaningfulimpact on our Company’s profitability and cash flow in the future.

(b) Increasing competition for deal flow in Israel : There has been increasingcompetition for deal flow in Israel in recent years as several new medical deviceincubators have been established, and we believe that more of such incubatorsmay be established in the coming years. Similarly, on the agritech side, we

believe that there is at least one (1) new Israeli incubator that is focusing onfood technologies and, to a lesser extent, on agricultural technologies. Whileincreasing competition may make it more challenging for our Group to haveaccess to the very best new companies, we believe that this will nevertheless havea positive impact on the ecosystem by increasing the visibility of investment inmedical devices and agritech start-ups which will, in turn, attract more follow-oncapital to the market thereby benefiting our portfolio companies. Our investmentopportunity, sourcing and identification efforts are on a global scale. We havestarted four (4) companies based upon US-originating technologies. To this end,we intend to continue to seek investment opportunities in both Israel and abroad.

(c) Increase in interest from Asian investors into the Israeli start-up scene : In the past three (3) years, we have observed growing interest from Asian investors ininvesting in Israel and Israeli start-ups. Our Company and some of our portfoliocompanies have raised capital from Asian investors and there are on-going talksfor additional investments and cooperative ventures.

The above are not the only trends, uncertainties, demands, commitments orevents that are reasonably likely to have a material effect on us. Please refer to

the other factors set out in the sections entitled “Risk Factors”, “Management’sDiscussion and Analysis of Results of Operations and Financial Position” and“Prospects, Business Strategies and Future Plans” on pages 48 to 66, 126 to 155and 226 to 235 respectively of the Offer Document.

Refer to the “Prospects, Bus iness Strategies and Future Plans – Trend Information” on pages 229to 230 of the Offer Document

for more information on trend

information.

WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED ORCOULD MATERIALLY AFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?

We set out below a summary of what we consider the most important key risks whichhad or could have a material adverse effect on our business operations, financial

position and results and your investment in our Shares. Please refer to the sectionentitled “Risk Factors” set out on pages 48 to 66 of the Offer Document for moredetails on each of the risk factors set out below and other risk factors.

(a) We are dependent on the realisation of investments in our portfoliocompanies for our operating cash flow : Since inception, we have had ahistory of negative cash flow. We recorded negative cash flow from operatingactivities of approximately US$5.3 million, US$4.0 million, US$7.0 million andUS$2.0 million during FY2012, FY2013, FY2014 and HY2015 respectively.The negative cash flow from operating activities was mainly due to the natureof the business of our Group, which mainly involves investing in early-stagecompanies for a middle-to-long term duration before realising such investments.Accordingly, we cannot rely on on-going revenues to cover our on-goingexpenses. In order to attain a positive operating cash flow, we are dependent onthe realisation of investments in our portfolio companies and from other sourcesof revenue. The realisation of our investments is highly unpredictable and highlyvolatile, and there is no assurance as to the occurrence or timing of actual exitsor realisations to meet our cash needs.

Refer to the section entitled“Risk Factors” on pages 48to 66 of the Offer Document

for more information on risk factors.


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(b) Our earnings are derived from an appreciation of our investments : Ourmain source of earnings is generated from net realised and/or unrealisedappreciation in the value of our investment in our portfolio companies. Giventhat the measurement of changes in our portfolio value is reliant on many factors,including but not limited to, the progress of the portfolio company’s technology,receipt of patent protection, commercialisation and partnering, market acceptanceof new products and sales, the methodologies and opinions of independentvaluation specialist, the overall value of our portfolio is unpredictable and doesnot necessarily change in a smooth and consistent manner over time. As a result,our experience has been, and is expected to remain, that net investment gainsand net profits are highly variable from one (1) period to another. Accordingly,should there be a significant net realised and/or unrealised depreciation in thevalue of our investment portfolio, our business, results of operations, financialcondition and prospects may be adversely affected.

(c) Our portfolio companies are difficult to value accurately : The valuationof our portfolio companies involves uncertainties and is determined based on

judgement and, if such valuation proves to be inaccurate, the market value of oursecurities could be adversely affected. The valuation of unrealised investments is

based, in part, on estimated values of private investments, and is not necessarilyindicative of the prices we could obtain if we attempted to sell such positions ina private transaction. Our assets consist primarily of investments in our portfoliocompanies which, by their very nature, are extremely difficult to value accurately.Each portfolio company is evaluated on a fair value basis based on a varietyof valuation methodologies which include the use of valuation models. To theextent that the value assigned by us and/or the independent valuation specialistto any such investment differs from the actual value, the market value of ourCompany may be understated or overstated, as the case may be. Although we

perform periodical valuation assessments of our portfolio companies, there might be a difference in actual value at any given point in time from the last periodicalvaluation assessment. Accordingly, we cannot assure you that our portfoliocompanies will retain the price at which they may be valued at or that ourinvestment in our portfolio companies will be realised at these valuations. Shouldthere be any significant adverse fluctuations in the fair value of the investments

in our portfolio companies, our financial performance may be adversely affected.(d) The value of our portfolio may be dependent on a small number of portfolio

companies : Most of the value of our investment portfolio as a whole may, atany given time, be attributed to a small number of portfolio companies or even asingle portfolio company, based on the relative value of such portfolio companyor portfolio companies in relation to our other portfolio companies. For instance,as at 30 June 2015, approximately 48.6% of the aggregate value of our portfoliowas attributable to the Most Valuable Portfolio Company, which contributedapproximately US$9.1 million and US$3.9 million to the increase in the gainfrom change in fair value of investments in portfolio companies during FY2014and HY2015 respectively. In 2014, the Most Valuable Portfolio Company hadentered into an asset purchase agreement with the third party strategic partner

(“2014 Asset Purchase Agreement ”) for the acquisition of the Most ValuablePortfolio Company’s developed product for a consideration which includesroyalties (earn-out payments) and milestone payments, which also provided,inter alia , the third party strategic partner a right in its discretion to discontinuethe development or the marketing of the product of the Most Valuable PortfolioCompany. Our business and profitability are materially dependent on theMost Valuable Portfolio Company and the 2014 Asset Purchase Agreement.Accordingly, a decision of the third party strategic partner to exercise such rightmay have a material adverse effect on our business, financial condition, resultsof operations and overall portfolio value.


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(e) There is no assurance that our incubator franchises will be renewed orthat the renewed incubator franchises will not be terminated : At present,our incubator franchises for Trendlines Medical and Trendlines Agtech areexpected to expire on 31 March 2016 and 30 June 2016, respectively. OurCompany received the OCS Letter which informed us that Trendlines Medicalwas elected as the winning bidder in the competitive process for the operation of atechnological incubator under periphery incubator conditions in national preferredregions in the district of Acre (Akko). The renewal of the Trendlines Medicalfranchise is subject to the satisfaction of certain conditions, and TrendlinesMedical is also required to meet certain milestones after the commencement ofthe renewed Trendlines Medical franchise (“ Post-Commencement Milestones ”).Upon and subject to the satisfaction of these conditions, the Trendlines Medicalfranchise will be renewed for a period of eight (8) years commencing from nolater than 1 March 2016. To this end, failure by Trendlines Medical (i) to fulfilthe stipulated conditions may result in the non-renewal of the Trendlines Medicalfranchise (“ TM Non-Renewal ”); or (ii) to meet the Post-CommencementMilestones may result in termination of the franchise by the Startup Committee(“TM Termination ”). There is no assurance that we will be able to meet thestipulated conditions for renewal or the Post-Commencement Milestones. Inthe event of the TM Non-Renewal or the TM Termination, as the case may

be, our business, financial condition, results of operations and prospects may

be materially and adversely affected. In July 2015, the OCS published four (4)new competitive processes (tenders) for the election of four (4) franchisees toestablish and operate government-supported technological incubators accordingto Directive 8.3, which include one (1) franchisee for the Judea and Samaria area(the area where Trendlines Agtech is located). We intend to participate in thecompetitive process covering the Judea and Samaria area for the operation of a

peripheral incubator in relation to the Trendlines Agtech franchise. There is noassurance that Trendlines Agtech will be elected as the winning bidder in thiscompetitive process.

In the event that Trendlines Medical and/or Trendlines Agtech do not enterinto new franchise agreement(s) with the State of Israel (through the OCS) inaccordance with Directive 8.3, whether due to the fact that competitive processes

are not conducted or consummated by the OCS (with respect to any of ourincubators), Trendlines Medical and/or Trendlines Agtech are not elected asthe winning bidder in the framework of these competitive processes, or (in theevent that Trendlines Medical and/or Trendlines Agtech is/are elected as thewinning bidder) the failure by Trendlines Medical and/or Trendlines Agtech tosatisfy the conditions (if any) for the renewal of the respective franchises, thismay have a material adverse impact on our business, financial condition, resultsof operations and prospects.

(f) Cutbacks in the OCS budget, should they occur, may negatively impactthe availability of government funding for Trendlines Medical, TrendlinesAgtech and our portfolio companies : Trendlines Medical, Trendlines Agtechand our portfolio companies benefit from the government funding provided

by the State of Israel through the OCS, whether in the form of State loans orconditional grants. Cutbacks on the OCS budgets, in such manner that will resultin reduction or termination of further government funding to Trendlines Medical,Trendlines Agtech and our portfolio companies, might have a material adverseeffect on Trendlines Medical’s, Trendlines Agtech’s and our portfolio companies’operations and thus on our business, financial condition and results of operations.Furthermore, in the event that OCS budget cutbacks result in the curtailment ofthe budgets of the Incubators Programme, this may, in turn, lead to a decrease inthe number of portfolio companies which can be invested in with the assistance ofgovernment funding. Any delay in the approval of the State budget or cutbacks inthe budget might have a negative impact on our financial resources, the numberof companies that an incubator could approve and our prospects of extending the

franchises of Trendlines Medical and/or Trendlines Agtech.


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(g) We are subject to inherent risks associated with early-stage investing :Investment in early-stage, high-risk technology companies is associated withthe inherent risk of losing all or a substantial portion of our investment as manysuch companies do not succeed due to various factors, including but not limitedto those listed below:

• Our portfolio companies may not be able to secure subsequent rounds offunding which may restrict their ability to fund on-going research and thedevelopment and commercialisation of their technology and products.

• Many of the products and technologies developed by us and our portfoliocompanies may fail and/or such intellectual property may not be able to bedeveloped into commercially viable products or technologies.

• There is no certainty that our portfolio companies will (i) reach the stagewhere the economic benefits resulting from expenditure on R&D activities

become probable; or (ii) generate any, or any significant, returns (e.g.dividends, proceeds from a share sale or a return on capital from an exitevent) for their shareholders (including our Company) or that we will beable to secure a profitable exit from our investment in any or all of our

portfolio companies. Furthermore, consideration received by our Group orour portfolio companies from exit events may be in the form of deferredcash consideration (such as royalties, milestone payments and earn-out

payments) which may depend on future sales-related or the financial performance of the relevant portfolio company.

As at the Latest Practicable Date, we have written off our investments in 16 ofour portfolio companies, representing approximately 26.6% of all our portfoliocompanies which we have established since we began operations in September2007.

(h) We are an Israel-incorporated company and the rights and protectionaccorded to our Shareholders may be different from those applicableto shareholders of a Singapore-incorporated company : The SingaporeCompanies Act may provide shareholders of a Singapore-incorporated companywith rights and protection of which there may be no corresponding or similar

provisions under the Israeli Companies Law. As such, if you invest in ourShares, you may or may not be accorded the same level of shareholder rightsand protection that a shareholder of a Singapore-incorporated company may beaccorded under the Singapore Companies Act.

The above are not the only risk factors that had a material adverse effect orcould have a material adverse effect on our business operations, financialposition and results, and your investment in our Shares; and accordingly, shouldnot be construed as a comprehensive list of all risks. Please refer to the sectionentitled “Risk Factors” on pages 48 to 66 of the Offer Document for moreinformation on the above risk factors and for a discussion on other risk factors.Prior to making a decision to invest in our Shares, you are advised to appriseyourself of all factors involving the risks of investing in our Shares from yourprofessional advisers before making any decision to invest in our Shares, andyou should also consider all the information contained in the Offer Document.

WHAT ARE THE RIGHTS ATTACHED TO THE SECURITIES OFFERED?

As at the date of the Offer Document, following the allotment and issuance of the Pre-IPO New Shares, the RCL Converted Shares and the PPCF Shares, the issued and paid-up share capital of our Company is NIS 4,239,913.68 (or approximately US$285,449),comprising 423,991,368 Shares of NIS 0.01 par value each, with a share premiumof US$38,084,273, and our authorised share capital is NIS 15,000,000 consisting of1,500,000,000 Shares of NIS 0.01 par value each. Upon the allotment and issuance ofPlacement Shares (including the Cornerstone Shares), the Debenture Conversion Shares,the Misgav/Karmiel Consideration Shares and the Agtech Employee ConsiderationShares, the resultant issued and paid-up share capital of our Company will increase to

NIS 5,086,578.24 (or approximately US$505,259), comprising 508,657,824 Shares of NIS 0.01 par value each, with a share premium of US$51,665,939. Please refer to thesection entitled “Share Capital” on pages 73 to 97 of the Offer Document for moreinformation in our share capital.

Refer to the section entitled“Summary of Certain

Pr ov is io ns of Is ra el iCompanies Law” as set outin Appendix C of the Offer

Document for a summary ofcertain noteworthy features ofthe Israeli Companies Law.


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As at the date of the Offer Document, there is only one (1) class of Shares in thecapital of our Company, being the Shares. The Placement Shares (including theCornerstone Shares) shall have the same interest and voting rights as our existingissued Shares and there are no restrictions to the free transferability of our fully

paid-up Shares (unless the transfer is restricted or prohibited by law or the rules, bye-laws or listing rules of a stock exchange on which the Shares are listed ortraded). Shareholders are entitled to receive any dividend (in proportion to theirrespective shareholdings, unless the rights attached to an issue of any Shares providesotherwise) if and when distributed, provided that they hold Shares on the recorddate determined for such dividend distribution. In the event of liquidation, aftersatisfaction of liabilities to creditors, our assets will be distributed to Shareholderson a pro-rata basis. A summary of the Articles of Association of our Companyrelating to, inter alia , the voting rights and privileges of our Shareholders is set outin the sections entitled “Selected Extracts of our Articles of Association” and “OurArticles of Association” in Appendices D and E respectively of the Offer Document.

HOW WILL THE PROCEEDS OF THE OFFER BE USED?

The estimated net proceeds to be raised by our Company from the Placement, afterdeducting the aggregate estimated cash expenses in relation to the Placement ofapproximately S$5.7 million, will be approximately S$19.3 million.

We intend to use our gross proceeds from the issue of the Placement Shares(including the Cornerstone Shares) in the following manner:

Intended UseAmount(S$’000)

Estimated amountallocated for each dollar

raised by our Company (asa percentage of the gross

proceeds to be raised by usfrom the issue of the

Placement Shares(including the

Cornerstone Shares))

Follow-on investments in our portfolio companies 10,000 40.0%

Expansion of our operations intonew markets 5,000 20.0%

Expansion of Trendlines Labs 2,875 11.5%

Operational expenses to support potential increase in the numberof portfolio companies 1,400 5.6%

Net proceeds 19,275 77.1%

Estimated cash expenses (1) 5,726 22.9%

Gross proceeds 25,001 100.0%

Note :

(1) These refer to the cash expenses payable by our Company in connection with the Placement(excluding the management fee payable to the Sponsor and Issue Manager pursuant to theManagement Agreement which will be satisfied in full by the allotment and issuance of 2,651,600PPCF Shares). The total estimated listing expenses to be borne by our Company is approximatelyS$6.6 million, of which approximately S$6.5 million will be capitalised against the share premiumaccount and approximately S$0.1 million will be charged to the profit and loss account of ourCompany.

Refer to the sections entitled“Use of Proceeds and Listing

Expenses” and “Prospects,

Bus iness Strategies and Future Plans – BusinessStrategies and Future Plans”on pages 69 to 70 and 234to 235 respectively of theOffer Document for moreinformation on our use of

proceeds.


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WILL WE BE PAYING DIVIDENDS AFTER THE PLACEMENT?

Our Company has not distributed any dividend on our Shares since incorporation.We currently do not have a fixed dividend policy. Although we aspire to pay regulardividends, we currently intend to retain available funds from any future earnings tofund the development and growth of our business. The form, frequency and amountof future dividends on our Shares that our Directors may recommend or declare inrespect of any particular financial year or period will be subject to the factors suchas the level of our cash and retained earnings and our actual and projected financial

performance, as well as any other factors deemed relevant by our Directors.

Refer to the section entitled“Dividend Policy” on pages71 to 72 of the Offer Document

for more information on ourdividend policy.

DEFINITIONS

In this Product Highlights Sheet, unless the context otherwise requires, the following definitions apply throughoutwhere the context so admits:

“Agtech EmployeeConsideration Shares”

: The new Shares to be allotted and issued pursuant to the agtech employeeshare exchange agreement, details of which are described in the sectionentitled “Restructuring Exercise” of the Offer Document

“Controlling Shareholder” : (a) a person who holds directly or indirectly an interest of 15.0% or moreof the total votes attached to all voting shares in our Company (unlessotherwise determined by the SGX-ST); or

(b) a person who in fact exercises control over our Company“Cornerstone Shares” : The 21,515,000 new Shares subscribed by B. BRAUN Melsungen AG

pursuant to the Cornerstone Subscription Agreement in connection with thePlacement

“Cornerstone Subscription” : The subscription of the Cornerstone Shares at the Placement Price byB. BRAUN Melsungen AG in accordance with the terms of the CornerstoneSubscription Agreement in connection with the Placement

“Cornerstone Subscription Agreement”

: The subscription agreement dated 14 October 2015 entered into between ourCompany and B. BRAUN Melsungen AG to subscribe for the CornerstoneShares

“Debenture ConversionShares”

: The new Shares to be allotted and issued upon the conversion of the principalamount of the outstanding Debentures and outstanding accrued interest underthe terms and conditions of the Debenture certificates, as amended or modifiedfrom time to time, of the Debenture holders who elected (or were deemed tohave elected) the holding option, details of which are described in the sectionentitled “Share Capital” of the Offer Document

“Debentures” : The 10.0% unsecured convertible debentures issued by our Company

“Directive 8.3” : Directive 8.3 issued by the Director General of the Ministry of Economy ofIsrael, as revised, restated or updated from time to time

“Director” : A director of our Company as at the date of the Offer Document, unless statedotherwise or the context requires otherwise

“EPS” : Earnings per Share

“Final Issuance” : The allotment and issuance of the Placement Shares, Misgav/KarmielConsideration Shares, the Debenture Conversion Shares and the AgtechEmployee Consideration Shares

“Full Sponsorship and Management Agreement”

: The full sponsorship and management agreement dated 16 November 2015entered into between our Company and PPCF pursuant to which PPCF agreesto sponsor and manage the Listing and the Placement

“Group” : Our Company and our subsidiaries, namely Trendlines Medical, TrendlinesAgtech and Misgav/Karmiel

“Israeli Companies Law” : The Israeli Companies Law, 5759-1999, as amended, supplemented ormodified from time to time, including any regulations, orders and rules

promulgated thereunder; and the Israeli Companies Law shall includereference to the Israeli Companies Ordinance [New Version], 5743-1983 of

the State of Israel, to the extent in effect according to the provisions thereof “Issue Manager”,“Sponsor”, “Placement

Agent” or “PPCF”

: PrimePartners Corporate Finance Pte. Ltd.


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“Latest Practicable Date” : 19 October 2015, being the latest practicable date before the lodgement of theOffer Document with the SGX-ST, acting as agent on behalf of the Authority

“LPS” : Loss per Share

“Misgav/Karmiel” : Technology Incubator Misgav/Karmiel, Management Services Ltd.

“Misgav/KarmielConsideration Shares”

: The new Shares to be allotted and issued pursuant to the exercise of theMisgav/Karmiel call option, details of which are described in the sectionentitled “Restructuring Exercise” of the Offer Document

“Most Valuable PortfolioCompany” : The portfolio company that accounted for approximately 48.6% of theaggregate value of our portfolio as at 30 June 2015

“OCS” : Office of the Chief Scientist of the Israeli Ministry of Economy (formerly, theMinistry of Industry, Trade and Labour)

“OCS Letter” : The letter dated 6 September 2015 from the OCS to inform that TrendlinesMedical was elected as the winning bidder in the competitive process No. 2/15conducted by the OCS for the operation of a technological incubator under

peripheral incubator conditions in national preferred regions in the district ofAcre (Akko)

“Period Under Review” : The period comprising FY2012, FY2013, FY2014 and HY2015

“Placement” : The placement of the Placement Shares by the Placement Agent on behalf of

our Company for subscription at the Placement Price subject to and on theterms and conditions set out in the Offer Document

“Placement Price” : S$0.33 for each Placement Share

“Placement Shares” : The 75,760,000 new Shares (including the 21,515,000 Cornerstone Shares)which are the subject of the Placement

“PPCF Shares” : The new Shares allotted and issued by our Company to PPCF as part ofPPCF’s management fees as the Sponsor and Issue Manager

“Pre-IPO New Shares” : The new Shares allotted and issued pursuant to the Pre-IPO RedeemableConvertible Loan Agreement, details of which are described in the sectionentitled “Shareholders” of the Offer Document

“Pre-IPO RedeemableConvertible Loan Agreement”

: The redeemable convertible loan agreement dated 5 June 2015 entered into between our Company and the pre-ipo investors, details of which are describedin the section entitled “Shareholders” of the Offer Document

“RCL Converted Shares” : The new Shares allotted and issued to certain Debenture holders who hadelected to convert their respective principal amounts and accrued interestsowed to them by our Company under their respective Debentures as at30 June 2015 into redeemable convertible loans in Singapore dollars on theterms of the Pre-IPO Redeemable Convertible Loan Agreement (save forcertain sections on, inter alia , conditions precedent and drawdown, whichwere excluded)

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Share(s)” : Ordinary share(s) of NIS 0.01 par value per share in the issued and paid-upcapital of our Company

“TASE” : Tel-Aviv Stock Exchange

“Trendlines Agtech” : Trendlines Agtech – Mofet Ltd.

“Trendlines Medical” : Trendlines Medical – Misgav Ltd.

CONTACT INFORMATION

WHO CAN YOU CONTACT IF YOU HAVE ENQUIRIES RELATING TO OUR OFFER?

Our registered office and principal place of business is at 17 T’chelet Street, Misgav Industrial Park, 2017400, Israel.Our telephone number is +972 72 260 7000 and our facsimile number is +972 72 260 7200. Our internet address iswww.trendlines.com. Information contained on our website does not constitute part of the Offer Document orthis Product Highlights Sheet . If you have any questions, please contact PrimePartners Corporate Finance Pte. Ltd.at 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 during office hours.

The Trendlines 1

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