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Prepared on: 16 November 2015

PLACEMENT OF 75,760,000 PLACEMENT SHARES (INCLUDING 21,515,000


CORNERSTONE SHARES) IN THE TRENDLINES GROUP LTD. (THE
SECURITIES) AT S$0.33 FOR EACH PLACEMENT SHARE, PAYABLE
IN FULL ON APPLICATION1

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 Offer
Document. It complements the Offer Document2.
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 of
incorporation

Israel

Details of this offer

Placement of 75,760,000
Placement Shares (including
21,515,000 Cornerstone
Shares3)

Total amount to be
raised in this offer

Estimated gross proceeds:


Approximately S$25.0 million

Placement Price

S$0.33 for each Placement


Share

Listing status of
Issuer and the
Securities

Application for primary


listing on the Catalist
Board (Catalist) of the
SGX-ST2; expected to be
listed on Catalist on and from
26 November 2015

Sponsor, Issue
Manager and
Placement Agent

PrimePartners Corporate
Finance Pte. Ltd.

Underwriter(s)

The Placement
underwritten

Estimated net proceeds:


Approximately S$19.3 million
(Assuming gross proceeds
of S$25.0 million and after
deducting the aggregate
estimated cash expenses in
relation to the Placement of
approximately S$5.7 million)

is

not

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

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 Offer
Document (together with this Product Highlights Sheet) may be obtained on request, subject to availability during office
hours, 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-ST
website at http://www.sgx.com.
2

The Cornerstone Subscription is conditional upon the Placement. The Placement is, however, not conditional on the
completion of the Cornerstone Subscription.
3

PRODUCT HIGHLIGHTS SHEET

Prior to making a decision to subscribe for the Securities, you should carefully consider all the information
contained 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 conjunction
with the Offer Document. You will be subject to various risks and uncertainties, including the potential loss of
your entire principal amount invested. If you are in doubt as to investing in the Securities, you should consult
your legal, financial, tax or other professional adviser(s).

OVERVIEW
WHO ARE WE AND WHAT DO WE DO?
Further Information

Our Company was incorporated on 1 May 2007 as a private company limited by


shares 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. Our
Company acquired Trendlines Medical together with its subsidiary, Misgav/Karmiel,
and Trendlines Agtech in July 2007 and August 2007, respectively.

Refer to the sections entitled


General Information on
our Group History and
General Information on Our
Group Business Overview
on pages 163 to 165 and
165 to 197 respectively of
the Offer Document for more
information on our history and
business.

In August 2007, our Group was awarded the technological incubator franchises
from the Israeli government for both Trendlines Medical and Trendlines Agtech.
Trendlines Medical then started to focus on the discovery and development of novel
medical device technologies. Trendlines Agtech is a technology incubator, which
since 2011, has focused on the discovery and development of new agricultural and
food technologies.
Our Business
Our Group is focused on developing technology-based companies in the medical and
agricultural fields. We create and develop companies in accordance with our mission
to 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 agricultural
technologies. 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 portfolio
companies from technology development to business building. We provide a range
of services to our portfolio companies during their first years following our initial
investment such as (i) technology support which includes R&D; (ii) business, market
and commercialisation strategy and support; (iii) funding strategy; (iv) financial
support and business development; and (v) marketing communications support.
Our focus is on creating and developing medical and agricultural technology
companies with a view towards a successful exit in the marketplace. Exits may
include 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 incubated
60 companies and work to establish between eight (8) to ten (10) new portfolio
companies each year. 17 of our portfolio companies (two (2) of which were
established prior to September 2007) are now at the commercialisation stage and
are generating revenues. Five (5) of our portfolio companies have been acquired by
or sold their assets to multinational corporations, including four (4) transactions since
August 2013. In addition, two (2) of our portfolio companies had completed public
listing transactions on the TASE, one (1) of which was subsequently acquired by a
multinational 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 internal
innovation centre, Trendlines Labs, where we engage in R&D activities to create
new 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 its
subsidiary, Misgav/Karmiel), and which we acquired control of in 2007. Trendlines
Medical focuses on the discovery and development of novel and disruptive medical
devices and technologies.
Trendlines Agtech is a technology incubator that was established in 1992, and
which we acquired control of in 2007. In 2011, Trendlines Agtech began to focus
on the discovery and development of new agricultural and food technologies. Since
then, new portfolio companies established by Trendlines Agtech have focused on
addressing a wide range of agricultural needs, in particular, on increasing food yields
and reducing costs with an emphasis on sustainability.

PRODUCT HIGHLIGHTS SHEET

Our Group

WHO ARE OUR DIRECTORS AND KEY EXECUTIVES?


Refer to the sections entitled
Directors, Management
and Staff Directors and
Directors, Management and
Staff Executive Officers
on pages 253 to 260 and
261 to 265 respectively of
the Offer Document for more
information on our Directors
and Executive Officers.

WHO IS OUR CONTROLLING SHAREHOLDER?


As at the Latest Practicable Date, Zeev Bronfeld, who is our Non-executive Director
and Controlling Shareholder, holds approximately 20.4% of the issued and paid-up
share capital of our Company. Following the completion of the Final Issuance, Zeev
Bronfeld will cease to be a Controlling Shareholder but will remain as a Substantial
Shareholder as he will hold more than 5.0% but less than 15.0% of our Companys
post-Final Issuance share capital.

Refer to the section entitled


Shareholders Shareholding
and Ownership Structure on
pages 98 to 104 of the Offer
Document for more information
on the shareholdings of our
Controlling Shareholder
(our Substantial Shareholder
upon completion of the Final
Issuance).

HOW WAS OUR HISTORICAL FINANCIAL PERFORMANCE AND WHAT IS OUR


CURRENT 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) before


income taxes

8,610

22,909

(2,855)

7,068

5,329

Net
income
(loss) and total
comprehensive
income
(loss)
attributable
to
equity holders of the
Company

5,827

15,955

(2,814)

5,393

3,590

EPS (LPS)
cents)(1)

1.37

3.76

(0.66)

1.27

0.85

1.15

3.14

(0.55)

1.06

0.71

(US

Adjusted EPS (LPS)


(US cents)(2)(3)

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 the
Company 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 holders
of 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 for
the Financial Years Ended December 31, 2014, 2013 and 2012 and for the Interim Financial Period
from January 1, 2015 to June 30, 2015 as set out in Appendix A of the Offer Document, and has
not been audited or reviewed by the Independent Auditors and Reporting Accountants in accordance
with IFRS or any applicable accounting standards.

Refer to the sections entitled


Selected
Consolidated
Financial Information,
Managements Discussion
and Analysis of Results of
Operations and Financial
Position and Independent
Auditors Report and Audited
Consolidated
Financial
Statements of The Trendlines
Group Ltd. and Its Subsidiaries
for the Financial Years Ended
December 31, 2014, 2013
and 2012 and for the Interim
Financial Period from January
31, 2015 to June 30, 2015 on
pages 122 to 125, 126 to 155
and Appendix A respectively of
the Offer Document for more
information on our financial
information.

PRODUCT HIGHLIGHTS SHEET

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)

Key cash flow information


Audited
FY2012

FY2013

FY2014

HY2015

Net cash used in operating


activities

(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 financing


activities

5,357

4,901

3,785

11,380

Increase (decrease) in cash and


cash 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 the


end of the period

1,690

3,272

1,536

10,843

Key financial position of our Group


Audited
As at
31 December 2014

Audited
As 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 Equity


Holders of the Company

52,855

62,215

Non-Controlling Interests

2,842

502

Total Liabilities and Equity

81,698

97,859

(US$000)

The 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 or
115.8% as compared to FY2012 primarily due to gain from the change in fair
value of investments in our portfolio companies. Our total income decreased by
approximately 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 investments
in portfolio companies resulting from a lower net increase in the fair market value
of the investment in our portfolio companies and write-offs in some portfolio
companies. 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 fair
value of investments in portfolio companies resulting from a lower net increase in
the fair value of our investments in some of our portfolio companies in HY2015
as compared to HY2014.
Our net income and total comprehensive income attributable to equity holders of
the Company increased to US$16.0 million in FY2013 as compared to US$5.9
million in FY2012 while we incurred a net loss and total comprehensive loss
attributable to equity holders of the Company of US$2.8 million in FY2014.

PRODUCT HIGHLIGHTS SHEET

(US$000)

We recorded net cash flow used in operating activities of approximately US$5.3


million, 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 income
arising from gains from charges in fair value of investments in portfolio companies.
Our equity attributable to equity holders of the Company increased by US$9.4
million from US$52.9 million as at 31 December 2014 to US$62.2 million as at
30 June 2015 mainly due to the increase in cash and cash equivalents following
the completion of the Pre-IPO Investment and a net increase in value of our
investments in portfolio companies in HY2015.

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 our
follow-on investments in our portfolio companies because follow-on investments
are an important source of funding to assist our portfolio companies to develop
their technology through, inter alia, the conduct of clinical trials, the development
of prototype and patent applications. Moreover, our investments in our portfolio
companies are a statement of confidence and assurance to potential investors
which, in turn, attract them to invest in our portfolio companies. The ability of
our Group to make selective follow-on investments may enable us to maintain
our shareholding interests in the relevant portfolio companies (that is, to avoid
being diluted) in the event of any subsequent equity financing by our portfolio
companies.
Expansion of our operations into new markets: We are currently exploring
co-operation opportunities through, inter alia, joint ventures, partnerships and/or
the formation of strategic alliances, with parties who are interested in establishing
incubators, 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 staff
from 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 binding
definitive agreements.
Expansion of Trendlines Labs: We intend to expand the activities of Trendlines
Labs in several ways. In the medical device sector, we intend to invest in selected
technologies that Trendlines Labs has invented so as to accelerate their entry
into the market. To this end, Trendlines Labs currently owns several families of
intellectual property. We also intend to expand our cooperation with international
partners by intensifying the marketing and business development efforts of
Trendlines Labs. In addition, we are planning to add an agritech component to
Trendlines 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 portfolio
companies: We intend to continue focusing on our core business activities of
creating and developing portfolio companies with a goal of increasing the number
of portfolio companies by 50.0% over the next three (3) years. We expect an
increase 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 of
the Offer Document for more
information on our business
strategies and future plans.

PRODUCT HIGHLIGHTS SHEET

The above factors are not the only factors contributing to our financial
performance for FY2012, FY2013, FY2014 and HY2015. Please refer to the other
factors set out in the section entitled Managements Discussion and Analysis of
Results of Operations and Financial Position on pages126to155oftheOffer
Document.

WHAT ARE THE KEY TRENDS, UNCERTAINTIES, DEMANDS, COMMITMENTS OR


EVENTS WHICH ARE REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON US?
Based on our Directors knowledge and experience of the industry, our Directors
have observed the following trends for the current financial years,

(b) Increasing competition for deal flow in Israel: There has been increasing
competition for deal flow in Israel in recent years as several new medical device
incubators have been established, and we believe that more of such incubators
may 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 on
food technologies and, to a lesser extent, on agricultural technologies. While
increasing competition may make it more challenging for our Group to have
access to the very best new companies, we believe that this will nevertheless have
a positive impact on the ecosystem by increasing the visibility of investment in
medical devices and agritech start-ups which will, in turn, attract more follow-on
capital to the market thereby benefiting our portfolio companies. Our investment
opportunity, sourcing and identification efforts are on a global scale. We have
started 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 in
investing in Israel and Israeli start-ups. Our Company and some of our portfolio
companies have raised capital from Asian investors and there are on-going talks
for additional investments and cooperative ventures.
The above are not the only trends, uncertainties, demands, commitments or
events 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, Managements
Discussion and Analysis of Results of Operations and Financial Position and
Prospects, Business Strategies and Future Plans on pages 48 to 66, 126 to 155
and 226 to 235 respectively of the Offer Document.
WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED OR
COULD MATERIALLY AFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?
We set out below a summary of what we consider the most important key risks which
had 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 section
entitled Risk Factors set out on pages 48 to 66 of the Offer Document for more
details on each of the risk factors set out below and other risk factors.
(a) We are dependent on the realisation of investments in our portfolio
companies for our operating cash flow: Since inception, we have had a
history of negative cash flow. We recorded negative cash flow from operating
activities of approximately US$5.3 million, US$4.0 million, US$7.0 million and
US$2.0 million during FY2012, FY2013, FY2014 and HY2015 respectively.
The negative cash flow from operating activities was mainly due to the nature
of the business of our Group, which mainly involves investing in early-stage
companies for a middle-to-long term duration before realising such investments.
Accordingly, we cannot rely on on-going revenues to cover our on-going
expenses. In order to attain a positive operating cash flow, we are dependent on
the realisation of investments in our portfolio companies and from other sources
of revenue. The realisation of our investments is highly unpredictable and highly
volatile, and there is no assurance as to the occurrence or timing of actual exits
or realisations to meet our cash needs.

Refer to the section entitled


Risk Factors on pages 48
to 66 of the Offer Document
for more information on risk
factors.

PRODUCT HIGHLIGHTS SHEET

(a) More portfolio companies becoming exit-ready: In the past several years,
many of our portfolio companies have made significant progress in developing
and commercialising their technologies. As a result of this and our activities
in promoting our portfolio companies, our Group has experienced four (4)
exits since August 2013, and currently three (3) portfolio companies have
mandated investment banks to explore exit opportunities. Given the maturity of
our portfolio, we believe that this trend is likely to continue as more portfolio
companies become exit-ready. We believe that this trend could have a meaningful
impact on our Companys profitability and cash flow in the future.

Refer to the Prospects,


Business Strategies and
Future Plans Trend
Information on pages 229
to 230 of the Offer Document
for more information on trend
information.

(c) Our portfolio companies are difficult to value accurately: The valuation
of our portfolio companies involves uncertainties and is determined based on
judgement and, if such valuation proves to be inaccurate, the market value of our
securities could be adversely affected. The valuation of unrealised investments is
based, in part, on estimated values of private investments, and is not necessarily
indicative of the prices we could obtain if we attempted to sell such positions in
a private transaction. Our assets consist primarily of investments in our portfolio
companies which, by their very nature, are extremely difficult to value accurately.
Each portfolio company is evaluated on a fair value basis based on a variety
of valuation methodologies which include the use of valuation models. To the
extent that the value assigned by us and/or the independent valuation specialist
to any such investment differs from the actual value, the market value of our
Company 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 periodical
valuation assessment. Accordingly, we cannot assure you that our portfolio
companies will retain the price at which they may be valued at or that our
investment in our portfolio companies will be realised at these valuations. Should
there 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, at
any given time, be attributed to a small number of portfolio companies or even a
single portfolio company, based on the relative value of such portfolio company
or 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 portfolio
was attributable to the Most Valuable Portfolio Company, which contributed
approximately US$9.1 million and US$3.9 million to the increase in the gain
from change in fair value of investments in portfolio companies during FY2014
and HY2015 respectively. In 2014, the Most Valuable Portfolio Company had
entered into an asset purchase agreement with the third party strategic partner
(2014 Asset Purchase Agreement) for the acquisition of the Most Valuable
Portfolio Companys developed product for a consideration which includes
royalties (earn-out payments) and milestone payments, which also provided,
inter alia, the third party strategic partner a right in its discretion to discontinue
the development or the marketing of the product of the Most Valuable Portfolio
Company. Our business and profitability are materially dependent on the
Most Valuable Portfolio Company and the 2014 Asset Purchase Agreement.
Accordingly, a decision of the third party strategic partner to exercise such right
may have a material adverse effect on our business, financial condition, results
of operations and overall portfolio value.

PRODUCT HIGHLIGHTS SHEET

(b) Our earnings are derived from an appreciation of our investments: Our
main source of earnings is generated from net realised and/or unrealised
appreciation in the value of our investment in our portfolio companies. Given
that the measurement of changes in our portfolio value is reliant on many factors,
including but not limited to, the progress of the portfolio companys technology,
receipt of patent protection, commercialisation and partnering, market acceptance
of new products and sales, the methodologies and opinions of independent
valuation specialist, the overall value of our portfolio is unpredictable and does
not 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 gains
and net profits are highly variable from one (1) period to another. Accordingly,
should there be a significant net realised and/or unrealised depreciation in the
value of our investment portfolio, our business, results of operations, financial
condition and prospects may be adversely affected.

In the event that Trendlines Medical and/or Trendlines Agtech do not enter
into new franchise agreement(s) with the State of Israel (through the OCS) in
accordance 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 our
incubators), Trendlines Medical and/or Trendlines Agtech are not elected as
the winning bidder in the framework of these competitive processes, or (in the
event that Trendlines Medical and/or Trendlines Agtech is/are elected as the
winning bidder) the failure by Trendlines Medical and/or Trendlines Agtech to
satisfy the conditions (if any) for the renewal of the respective franchises, this
may have a material adverse impact on our business, financial condition, results
of operations and prospects.
(f) Cutbacks in the OCS budget, should they occur, may negatively impact
the availability of government funding for Trendlines Medical, Trendlines
Agtech and our portfolio companies: Trendlines Medical, Trendlines Agtech
and our portfolio companies benefit from the government funding provided
by the State of Israel through the OCS, whether in the form of State loans or
conditional grants. Cutbacks on the OCS budgets, in such manner that will result
in reduction or termination of further government funding to Trendlines Medical,
Trendlines Agtech and our portfolio companies, might have a material adverse
effect on Trendlines Medicals, Trendlines Agtechs 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 of
the budgets of the Incubators Programme, this may, in turn, lead to a decrease in
the number of portfolio companies which can be invested in with the assistance of
government funding. Any delay in the approval of the State budget or cutbacks in
the budget might have a negative impact on our financial resources, the number
of companies that an incubator could approve and our prospects of extending the
franchises of Trendlines Medical and/or Trendlines Agtech.

PRODUCT HIGHLIGHTS SHEET

(e) There is no assurance that our incubator franchises will be renewed or


that the renewed incubator franchises will not be terminated: At present,
our incubator franchises for Trendlines Medical and Trendlines Agtech are
expected to expire on 31 March 2016 and 30 June 2016, respectively. Our
Company received the OCS Letter which informed us that Trendlines Medical
was elected as the winning bidder in the competitive process for the operation of a
technological incubator under periphery incubator conditions in national preferred
regions in the district of Acre (Akko). The renewal of the Trendlines Medical
franchise is subject to the satisfaction of certain conditions, and Trendlines
Medical is also required to meet certain milestones after the commencement of
the renewed Trendlines Medical franchise (Post-Commencement Milestones).
Upon and subject to the satisfaction of these conditions, the Trendlines Medical
franchise will be renewed for a period of eight (8) years commencing from no
later than 1 March 2016. To this end, failure by Trendlines Medical (i) to fulfil
the stipulated conditions may result in the non-renewal of the Trendlines Medical
franchise (TM Non-Renewal); or (ii) to meet the Post-Commencement
Milestones may result in termination of the franchise by the Startup Committee
(TM Termination). There is no assurance that we will be able to meet the
stipulated conditions for renewal or the Post-Commencement Milestones. In
the 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 to
establish and operate government-supported technological incubators according
to 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 the
competitive process covering the Judea and Samaria area for the operation of a
peripheral incubator in relation to the Trendlines Agtech franchise. There is no
assurance that Trendlines Agtech will be elected as the winning bidder in this
competitive process.

(g) We are subject to inherent risks associated with early-stage investing:


Investment in early-stage, high-risk technology companies is associated with
the inherent risk of losing all or a substantial portion of our investment as many
such companies do not succeed due to various factors, including but not limited
to those listed below:
Our portfolio companies may not be able to secure subsequent rounds of
funding which may restrict their ability to fund on-going research and the
development and commercialisation of their technology and products.

Many of the products and technologies developed by us and our portfolio


companies may fail and/or such intellectual property may not be able to be
developed into commercially viable products or technologies.

There is no certainty that our portfolio companies will (i) reach the stage
where 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 exit
event) for their shareholders (including our Company) or that we will be
able to secure a profitable exit from our investment in any or all of our
portfolio companies. Furthermore, consideration received by our Group or
our portfolio companies from exit events may be in the form of deferred
cash 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 of


our portfolio companies, representing approximately 26.6% of all our portfolio
companies which we have established since we began operations in September
2007.
(h) We are an Israel-incorporated company and the rights and protection
accorded to our Shareholders may be different from those applicable
to shareholders of a Singapore-incorporated company: The Singapore
Companies Act may provide shareholders of a Singapore-incorporated company
with rights and protection of which there may be no corresponding or similar
provisions under the Israeli Companies Law. As such, if you invest in our
Shares, you may or may not be accorded the same level of shareholder rights
and protection that a shareholder of a Singapore-incorporated company may be
accorded under the Singapore Companies Act.
The above are not the only risk factors that had a material adverse effect or
could have a material adverse effect on our business operations, financial
position and results, and your investment in our Shares; and accordingly, should
not be construed as a comprehensive list of all risks. Please refer to the section
entitled Risk Factors on pages 48 to 66 of the Offer Document for more
information 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 apprise
yourself of all factors involving the risks of investing in our Shares from your
professional advisers before making any decision to invest in our Shares, and
you 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 PreIPO New Shares, the RCL Converted Shares and the PPCF Shares, the issued and paidup 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 premium
of US$38,084,273, and our authorised share capital is NIS 15,000,000 consisting of
1,500,000,000 Shares of NIS 0.01 par value each. Upon the allotment and issuance of
Placement Shares (including the Cornerstone Shares), the Debenture Conversion Shares,
the Misgav/Karmiel Consideration Shares and the Agtech Employee Consideration
Shares, 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 the
section entitled Share Capital on pages 73 to 97 of the Offer Document for more
information in our share capital.
9

Refer to the section entitled


Summary
of
Certain
Provisions
of
Israeli
Companies Law as set out
in Appendix C of the Offer
Document for a summary of
certain noteworthy features of
the Israeli Companies Law.

PRODUCT HIGHLIGHTS SHEET

HOW WILL THE PROCEEDS OF THE OFFER BE USED?


The estimated net proceeds to be raised by our Company from the Placement, after
deducting the aggregate estimated cash expenses in relation to the Placement of
approximately 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:

Amount
(S$000)

Estimated amount
allocated for each dollar
raised by our Company (as
a percentage of the gross
proceeds to be raised by us
from 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 into


new markets

5,000

20.0%

Expansion of Trendlines Labs

2,875

11.5%

Operational expenses to support


potential increase in the number
of portfolio companies

1,400

5.6%

Net proceeds

19,275

77.1%

Estimated cash expenses

5,726

22.9%

Gross proceeds

25,001

100.0%

Intended Use

(1)

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 the
Management Agreement which will be satisfied in full by the allotment and issuance of 2,651,600
PPCF Shares). The total estimated listing expenses to be borne by our Company is approximately
S$6.6 million, of which approximately S$6.5 million will be capitalised against the share premium
account and approximately S$0.1 million will be charged to the profit and loss account of our
Company.

10

Refer to the sections entitled


Use of Proceeds and Listing
Expenses and Prospects,
Business Strategies and
Future Plans Business
Strategies and Future Plans
on pages 69 to 70 and 234
to 235 respectively of the
Offer Document for more
information on our use of
proceeds.

PRODUCT HIGHLIGHTS SHEET

As at the date of the Offer Document, there is only one (1) class of Shares in the
capital of our Company, being the Shares. The Placement Shares (including the
Cornerstone Shares) shall have the same interest and voting rights as our existing
issued 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 or
traded). Shareholders are entitled to receive any dividend (in proportion to their
respective shareholdings, unless the rights attached to an issue of any Shares provides
otherwise) if and when distributed, provided that they hold Shares on the record
date determined for such dividend distribution. In the event of liquidation, after
satisfaction of liabilities to creditors, our assets will be distributed to Shareholders
on a pro-rata basis. A summary of the Articles of Association of our Company
relating to, inter alia, the voting rights and privileges of our Shareholders is set out
in the sections entitled Selected Extracts of our Articles of Association and Our
Articles of Association in Appendices D and E respectively of the Offer Document.

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 regular
dividends, we currently intend to retain available funds from any future earnings to
fund the development and growth of our business. The form, frequency and amount
of future dividends on our Shares that our Directors may recommend or declare in
respect of any particular financial year or period will be subject to the factors such
as 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 pages
71 to 72 of the Offer Document
for more information on our
dividend policy.

In this Product Highlights Sheet, unless the context otherwise requires, the following definitions apply throughout
where the context so admits:
Agtech Employee
Consideration Shares

The new Shares to be allotted and issued pursuant to the agtech employee
share exchange agreement, details of which are described in the section
entitled Restructuring Exercise of the Offer Document

Controlling Shareholder

(a) a person who holds directly or indirectly an interest of 15.0% or more


of the total votes attached to all voting shares in our Company (unless
otherwise 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 the
Placement

Cornerstone Subscription

The subscription of the Cornerstone Shares at the Placement Price by


B. BRAUN Melsungen AG in accordance with the terms of the Cornerstone
Subscription Agreement in connection with the Placement

Cornerstone Subscription
Agreement

The subscription agreement dated 14 October 2015 entered into between our
Company and B. BRAUN Melsungen AG to subscribe for the Cornerstone
Shares

Debenture Conversion
Shares

The new Shares to be allotted and issued upon the conversion of the principal
amount of the outstanding Debentures and outstanding accrued interest under
the terms and conditions of the Debenture certificates, as amended or modified
from time to time, of the Debenture holders who elected (or were deemed to
have elected) the holding option, details of which are described in the section
entitled 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 of


Israel, as revised, restated or updated from time to time

Director

A director of our Company as at the date of the Offer Document, unless stated
otherwise or the context requires otherwise

EPS

Earnings per Share

Final Issuance

The allotment and issuance of the Placement Shares, Misgav/Karmiel


Consideration Shares, the Debenture Conversion Shares and the Agtech
Employee Consideration Shares

Full Sponsorship and


Management Agreement

The full sponsorship and management agreement dated 16 November 2015


entered into between our Company and PPCF pursuant to which PPCF agrees
to sponsor and manage the Listing and the Placement

Group

Our Company and our subsidiaries, namely Trendlines Medical, Trendlines


Agtech and Misgav/Karmiel

Israeli Companies Law

The Israeli Companies Law, 5759-1999, as amended, supplemented or


modified from time to time, including any regulations, orders and rules
promulgated thereunder; and the Israeli Companies Law shall include
reference 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.

11

PRODUCT HIGHLIGHTS SHEET

DEFINITIONS

19 October 2015, being the latest practicable date before the lodgement of the
Offer 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/Karmiel
Consideration Shares

The new Shares to be allotted and issued pursuant to the exercise of the
Misgav/Karmiel call option, details of which are described in the section
entitled Restructuring Exercise of the Offer Document

Most Valuable Portfolio


Company

The portfolio company that accounted for approximately 48.6% of the


aggregate value of our portfolio as at 30 June 2015

OCS

Office of the Chief Scientist of the Israeli Ministry of Economy (formerly, the
Ministry of Industry, Trade and Labour)

OCS Letter

The letter dated 6 September 2015 from the OCS to inform that Trendlines
Medical was elected as the winning bidder in the competitive process No. 2/15
conducted by the OCS for the operation of a technological incubator under
peripheral incubator conditions in national preferred regions in the district of
Acre (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 the
terms 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 of
PPCFs management fees as the Sponsor and Issue Manager

Pre-IPO New Shares

The new Shares allotted and issued pursuant to the Pre-IPO Redeemable
Convertible Loan Agreement, details of which are described in the section
entitled Shareholders of the Offer Document

Pre-IPO Redeemable
Convertible 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 described
in the section entitled Shareholders of the Offer Document

RCL Converted Shares

The new Shares allotted and issued to certain Debenture holders who had
elected to convert their respective principal amounts and accrued interests
owed to them by our Company under their respective Debentures as at
30 June 2015 into redeemable convertible loans in Singapore dollars on the
terms of the Pre-IPO Redeemable Convertible Loan Agreement (save for
certain sections on, inter alia, conditions precedent and drawdown, which
were 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-up
capital 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 Tchelet 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 is
www.trendlines.com. Information contained on our website does not constitute part of the Offer Document or
this 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.

12

PRODUCT HIGHLIGHTS SHEET

Latest Practicable Date