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| CIK | 1873331 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PropertyGuru Group Limited
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| January 31, 2025 |
EX-99 2 jfa.htm Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the ordinary shares of PropertyGuru Group Limited, and further agree that this Joint Filing Agree |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41330 PropertyGuru Group Limited (Exact name of registrant as specified |
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| December 13, 2024 |
As filed with the Securities and Exchange Commission on December 13, 2024 As filed with the Securities and Exchange Commission on December 13, 2024 Registration No. |
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| December 13, 2024 |
As filed with the Securities and Exchange Commission on December 13, 2024 As filed with the Securities and Exchange Commission on December 13, 2024 Registration No. |
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| December 13, 2024 |
EQT Completes Acquisition of PropertyGuru Exhibit 99.1 EQT Completes Acquisition of PropertyGuru ● PropertyGuru enters into next phase of growth as Southeast Asia’s leading property technology platform, empowering millions of property seekers across the region with innovative solutions ● EQT to harness its deep expertise in scaling digital marketplace and classifieds businesses to drive technology innovation, operational excellence, and m |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by c |
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| December 13, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 24, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| November 5, 2024 |
SC 13G/A 1 sc13ga2.htm SCHEDULE 13G/A - AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* PropertyGuru Group Limited (Name of Issuer) |
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| November 5, 2024 |
Exhibit 99.1 The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, but none of them is responsible for the completeness or accuracy of the information co |
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| October 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by che |
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| October 9, 2024 |
PropertyGuru Announces Shareholders’ Approval of Merger Agreement Exhibit 99.1 PropertyGuru Announces Shareholders’ Approval of Merger Agreement SINGAPORE & NEW YORK, October 9, 2024 – PropertyGuru Group Limited (NYSE: PGRU) (“PropertyGuru” or the “Company”), Southeast Asia’s leading1 property technology (“PropTech”) company, announced that at an extraordinary general meeting of shareholders (the “EGM”) held today, the shareholders of PropertyGuru voted in favor |
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| October 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by che |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by |
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| September 16, 2024 |
PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link Singapore 408533 +65 6238 5971 TABLE OF CONTENTS Exhibit 99.1 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 +65 6238 5971 September 16, 2024 Dear PropertyGuru Shareholders: You are cordially invited to attend an extraordinary general meeting (the “Extraordinary General Meeting”) of shareholders of PropertyGuru Group Limited, an exempted company with limited liability incorporated u |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| September 4, 2024 |
Exhibit 99.1 PropertyGuru Reports Second Quarter 2024 Results Revenue of S$41 Million and Adjusted EBITDA of S$7 Million • Total revenue grew 10% to S$41 million in the second quarter of 2024, with growth from Vietnam as market conditions continue to improve • Adjusted EBITDA grew to S$7 million in the second quarter of 2024, up 48% from S$5 million in the second quarter of 2023 • Adjusted EBITDA |
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| September 4, 2024 |
For the Three Months ended 30 June Exhibit 99.2 PROPERTYGURU GROUP LIMITED (Incorporated in Cayman Islands) AND ITS SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended 30 June 2024 PROPERTYGURU GROUP LIMITED (Incorporated in Cayman Islands) AND ITS SUBSIDIARIES INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended 30 Ju |
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| August 16, 2024 |
Exhibit 99.2 AGREEMENT AND PLAN OF MERGER By and Among HEDYCHIUM GROUP LIMITED HEDYCHIUM LIMITED and PROPERTYGURU GROUP LIMITED Dated as of August 16, 2024 TABLE OF CONTENTS CLAUSE PAGE ARTICLE I The Merger – 2 – Section 1.01 The Merger – 2 – Section 1.02 Closing – 2 – Section 1.03 Effective Time – 3 – Section 1.04 Effects of the Merger – 3 – Section 1.05 Company Memorandum and Articles of Associa |
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| August 16, 2024 |
Exhibit 99.1 PropertyGuru Enters into Definitive Merger Agreement to be Acquired by EQT Private Capital Asia for USD 1.1 Billion SINGAPORE & NEW YORK, August 16, 2024 – PropertyGuru Group Limited (NYSE: PGRU) (“PropertyGuru” or the “Company”), Southeast Asia’s leading1, property technology (“PropTech”) company, today announced that it has entered into an agreement and plan of merger (the “Merger A |
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| August 16, 2024 |
Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| August 16, 2024 |
Exhibit 99.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 16, 2024 (this “Agreement”), is being entered into by and among PropertyGuru Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), the shareholders listed on the signature page(s) hereto (together with any subsequent shareholders or |
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| May 21, 2024 |
Exhibit 99.1 PropertyGuru Reports First Quarter 2024 Results Revenue Grew 12% Year Over Year in the First Quarter and Adjusted EBITDA of S$4 Million • Total revenue grew 12% to S$37 million in the first quarter of 2024; Singapore revenue grew 25% • Adjusted EBITDA of S$4 million in the first quarter 2024, up from S$0.2 million in the first quarter 2023 • 12% Adjusted EBITDA margin in the first qua |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| March 22, 2024 |
Exhibit 15.2 PROPERTYGURU GROUP LIMITED Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 March 22, 2024 Dear Sirs, Re: Annual Report on Form 20-F of PropertyGuru Group Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2023 of PropertyGuru Group Limited with the U.S. Securities and Exchange Commissio |
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| March 22, 2024 |
Exhibit 15.3 PROPERTYGURU GROUP LIMITED Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 March 22, 2024 Dear Sirs, Re: Annual Report on Form 20-F of PropertyGuru Group Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2023 of PropertyGuru Group Limited with the U.S. Securities and Exchange Commissio |
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| March 22, 2024 |
ACKNOWLEDGMENT AND CONSENT TO POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97.1 Policy for Recovery of Erroneously Awarded Compensation PropertyGuru Group Limited (As of November 15, 2023) Policy for Recovery of Erroneously Awarded Compensation PropertyGuru Group Limited (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Pol |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| March 22, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-264294) and Form S-8 (No. 333-265252) of PropertyGuru Group Limited of our report dated March 22, 2024 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers LLP Singapore March 22, 2 |
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| March 22, 2024 |
Exhibit 13.1 CERTIFICATIONS In connection with this annual report on Form 20-F of PropertyGuru Group Limited (the “Company”) for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hari V. Krishnan, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section |
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| March 22, 2024 |
Exhibit 12.1 CERTIFICATION I, Hari V. Krishnan, Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of PropertyGuru Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m |
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| March 22, 2024 |
Exhibit 12.2 CERTIFICATION I, Joe Dische, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of PropertyGuru Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n |
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| March 22, 2024 |
Exhibit 13.2 CERTIFICATIONS In connection with this annual report on Form 20-F of PropertyGuru Group Limited (the “Company”) for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joe Dische, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| March 1, 2024 |
Exhibit 99.1 PropertyGuru Reports Fourth Quarter and Full Year 2023 Results Revenue of S$150 Million and Adjusted EBITDA of S$19 Million in 2023 • Total revenue grew 11% to S$150 million in 2023 • Adjusted EBITDA of S$19 million in 2023, up from S$3 million in 2022 • Active cost management resulted in a 13% Adjusted EBITDA margin in 2023, up from 2% in 2022 • The Company anticipates full year 2024 |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| November 21, 2023 |
Exhibit 99.1 PropertyGuru Reports Third Quarter 2023 Results Revenues of S$39 Million and Adjusted EBITDA of S$5 Million • Total revenues grew 13% to S$39 million in the third quarter 2023, as total revenues ex-Vietnam grew 23% • Active cost management drove 69% of incremental year over year revenue into Adjusted EBITDA1 • Adjusted EBITDA grew to S$5 million in the third quarter 2023, up from S$2 |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| November 16, 2023 |
PropertyGuru Appoints Ray Ferguson as Chairman of the Board with effect from January 1, 2024 Exhibit 99.1 PropertyGuru Appoints Ray Ferguson as Chairman of the Board with effect from January 1, 2024 Singapore – November 16, 2023 – PropertyGuru Group Limited (NYSE: PGRU) (“PropertyGuru” or the “Company”), Southeast Asia’s leading1, property technology (“PropTech”) company, today announced the appointment by the board of directors (“Board”) of Mr. Ray Ferguson as an independent non-executiv |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| August 24, 2023 |
For the Three Months ended 30 June Exhibit 99.2 PROPERTYGURU GROUP LIMITED (Incorporated in Cayman Islands) AND ITS SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended 30 June 2023 PROPERTYGURU GROUP LIMITED (Incorporated in Cayman Islands) AND ITS SUBSIDIARIES INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended 30 Ju |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| August 24, 2023 |
Exhibit 99.1 PropertyGuru Reports Second Quarter 2023 Results Revenues of S$37 Million and Adjusted EBITDA of S$5 Million • Total revenues grew 12% to S$37 million in the second quarter of 2023, as total revenues ex-Vietnam grew 22% • Active cost management drove 113% of incremental year over year revenue into Adjusted EBITDA1 • Adjusted EBITDA grew to S$5 million in the second quarter 2023, up fr |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| July 25, 2023 |
424B3 Table of Contents Filed pursuant to Rule 424(b)(3) SEC file No. 333-264294 PROSPECTUS PROPERTYGURU GROUP LIMITED PRIMARY OFFERING OF 15,795,035 ORDINARY SHARES SECONDARY OFFERING OF 149,193,490 ORDINARY SHARES, 12,960,000 WARRANTS TO PURCHASE ORDINARY SHARES AND 12,960,000 ORDINARY SHARES UNDERLYING WARRANTS This prospectus relates to the issuance from time to time by PropertyGuru Group Limi |
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| July 13, 2023 |
As filed with the Securities and Exchange Commission on July 13, 2023 POS AM Table of Contents As filed with the Securities and Exchange Commission on July 13, 2023 Registration No. |
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| May 24, 2023 |
Exhibit 99.1 PropertyGuru Reports First Quarter 2023 Results Revenues Grew 16% Year Over Year in the First Quarter and Adjusted EBITDA was Positive • Total revenues grew 16% to S$33 million in the first quarter 2023, with over 25% year over year growth in every segment except Vietnam • The Company reaffirms its full year 2023 outlook for revenue of S$160 million to S$170 million and Adjusted EBITD |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| April 25, 2023 |
Exhibit 12.2 CERTIFICATION I, Joe Dische, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of PropertyGuru Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR |
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| April 25, 2023 |
[Letterhead of Chandler MHM Limited] Exhibit 15.3 [Letterhead of Chandler MHM Limited] PROPERTYGURU GROUP LIMITED Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 April 24, 2023 Dear Sirs, Re: Annual Report on Form 20-F of PropertyGuru Group Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2022 of PropertyGuru Group Limited with the U |
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| April 25, 2023 |
Exhibit 13.1 CERTIFICATIONS In connection with this annual report on Form 20-F of PropertyGuru Group Limited (the “Company”) for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hari V. Krishnan, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section |
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| April 25, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-265252) of PropertyGuru Group Limited of our report dated March 15, 2023 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers LLP Singapore April 24, 2023 |
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| April 25, 2023 |
[Letterhead of Russin & Vecchi] EX-15 8 pgru-ex152.htm EX-15.2 Exhibit 15.2 [Letterhead of Russin & Vecchi] PROPERTYGURU GROUP LIMITED Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 April 24, 2023 Dear Sirs, Re: Annual Report on Form 20-F of PropertyGuru Group Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2022 of PropertyGur |
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| April 25, 2023 |
Exhibit 13.2 CERTIFICATIONS In connection with this annual report on Form 20-F of PropertyGuru Group Limited (the “Company”) for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joe Dische, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of |
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| April 25, 2023 |
Exhibit 12.1 CERTIFICATION I, Hari V. Krishnan, Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of PropertyGuru Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m |
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| March 22, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(3) SEC file No. 333-264294 PROSPECTUS PROPERTYGURU GROUP LIMITED PRIMARY OFFERING OF 15,795,035 ORDINARY SHARES SECONDARY OFFERING OF 149,193,490 ORDINARY SHARES 12,960,000 WARRANTS TO PURCHASE ORDINARY SHARES, AND 12,960,000 ORDINARY SHARES UNDERLYING WARRANTS This prospectus relates to the issuance from time to time by PropertyGuru Group Limited, a |
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| March 15, 2023 |
As filed with the Securities and Exchange Commission on March 15, 2023 Table of Contents As filed with the Securities and Exchange Commission on March 15, 2023 Registration No. |
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| March 15, 2023 |
Subsidiaries of PropertyGuru Group Limited Exhibit 21.1 Subsidiaries of PropertyGuru Group Limited The following list sets forth the subsidiaries of PropertyGuru Group Limited: Legal Name Jurisdiction of Incorporation PropertyGuru Pte. Ltd. Singapore Sendtech Pte. Ltd. Singapore AllProperty Media Co., Ltd. Thailand DDProperty Media Ltd. Thailand PropertyGuru International (Thailand) Co., Ltd. Thailand PropertyGuru Group (Thailand) Co., Ltd |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| March 1, 2023 |
Exhibit 99.1 PropertyGuru Reports Fourth Quarter and Full Year 2022 Results Revenues Grow 17% Year Over Year in the Fourth Quarter and 35% for the Full Year 2022 • Total revenue grew 35% to S$136 million in 2022, with over 20% year on year growth in every segment • Adjusted EBITDA of S$14 million in 2022, up S$25 million from a loss of S$10 million in 2021 • Marketplaces 2022 Adjusted EBITDA incre |
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| March 1, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264294 Prospectus Supplement No. 2 (To Prospectus dated October 7, 2022) PropertyGuru Group Limited Primary Offering Of 15,795,035 ORDINARY SHARES Secondary Offering Of 149,193,490 ORDINARY SHARES 12,960,000 WARRANTS TO PURCHASE ORDINARY SHARES, AND 12,960,000 ORDINARY SHARES UNDERLYING WARRANTS This prospectus supplement updates and amends cer |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PropertyGuru Group Limited (Name of Issuer) Ordinary shares, par value US$0.0001 per share (Title of Class of Securities) G7258M108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 13, 2023 |
EX-99.1 2 brhc10047855ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, par value $0.0001 per share, of PropertyGuru Group Limited and |
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| February 13, 2023 |
EX-99.3 4 brhc10047855ex3.htm EXHIBIT 3 Exhibit 3 POWER OF ATTORNEY Know all men by these presents that Adam Hyland does hereby make, constitute and appoint Christopher B. Lee as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manage |
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| February 13, 2023 |
EX-99.2 3 brhc10047855ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place |
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| February 10, 2023 |
KYG7258M1087 / PropertyGuru Group Ltd. / REA Group Ltd - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 10, 2023 |
KYG7258M1087 / PropertyGuru Group Ltd. / TPG GP A, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 PropertyGuru Group Limited (Name of Issuer) Ordinary Shares par value $0.0001 (Titles of Class of Securities) G7258M108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 10, 2023 |
EX-99.1 2 brhc10047609ex99-1.htm EXHIBIT A Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the ordinary shares of PropertyGuru Group Limited, and further agree t |
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| November 21, 2022 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-264294 Prospectus Supplement No. 1 (To Prospectus dated October 7, 2022) PropertyGuru Group Limited Primary Offering Of 15,795,035 ORDINARY SHARES Secondary Offering Of 149,193,490 ORDINARY SHARES 12,960,000 WARRANTS TO PURCHASE ORDINARY SHARES, AND 12,960,000 ORDINARY SHARES UNDERLYING WARRANTS This prospectus supplement updates and amen |
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| November 21, 2022 |
Exhibit 99.1 PropertyGuru Reports Third Quarter 2022 Results Revenues Grow 47% Year Over Year in the Third Quarter and 44% in First Nine Months ? Total revenue of S$34.6 million in the third quarter 2022 and S$95.8 million in the first nine months of 2022 ? Adjusted EBITDA was S$5.7 million in the third quarter 2022 and S$9.6 million in the first nine months of 2022 Singapore ? November 21, 2022 ? |
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| November 21, 2022 |
6-K 1 d418051d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executi |
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| October 7, 2022 |
424B3 1 d287206d424b3.htm 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) SEC file No. 333-264294 PROSPECTUS PROPERTYGURU GROUP LIMITED PRIMARY OFFERING OF 15,795,035 ORDINARY SHARES SECONDARY OFFERING OF 149,193,490 ORDINARY SHARES 12,960,000 WARRANTS TO PURCHASE ORDINARY SHARES, AND 12,960,000 ORDINARY SHARES UNDERLYING WARRANTS This prospectus relates to the issuance from time to time |
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| September 30, 2022 |
As filed with the Securities and Exchange Commission on September 30, 2022 Table of Contents As filed with the Securities and Exchange Commission on September 30, 2022 Registration No. |
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| September 30, 2022 |
Report of Independent Registered Public Accounting Firm Exhibit 99.1 PROPERTYGURU PTE. LTD. (Incorporated in Singapore. Registration Number: 200615063H) AND ITS SUBSIDIARIES PROPERTYGURU PTE. LTD. (Incorporated in Singapore) AND ITS SUBSIDIARIES Contents Page Report of Independent Registered Public Accounting Firm 3 Consolidated Statements of Comprehensive Income for years ended 31 December 2021, 2020 and 2019 4 Consolidated Balance Sheets as of 31 Dec |
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| September 30, 2022 |
6-K 1 d400467d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal execut |
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| September 30, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-99.2 3 d400467dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-265252) of PropertyGuru Group Limited of our report dated April 14, 2022, except for the change in composition of segments discussed in Note 4 to the consolidated financial statements, as to |
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| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* PropertyGuru Group Limited (Name of Issuer) Ordinary shares, par value of $0.0001 per share (Title |
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| September 9, 2022 |
KYG7258M1087 / PropertyGuru Group Ltd. / THIEL PETER - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PropertyGuru Group Limited (Name of Issuer) Ordinary shares, par value of $0.0001 per share (Title of Class of Securities) G7258M 108 (CUSIP Number) August 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| September 9, 2022 |
EX-99.1 2 tm2225018d1ex-1.htm EXHIBIT 1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned individually acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of such person and that subsequent amendments to this statement on Schedule 13G may be filed on behalf |
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| September 9, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary s |
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| August 25, 2022 |
6-K 1 d288491d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive |
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| August 25, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264294 Prospectus Supplement No. 1 (To Prospectus dated August 25, 2022) PropertyGuru Group Limited Primary Offering Of 19,838,446 ORDINARY SHARES Secondary Offering Of 149,193,490 ORDINARY SHARES 12,960,001 WARRANTS TO PURCHASE ORDINARY SHARES, AND 17,003,411 ORDINARY SHARES UNDERLYING WARRANTS This prospectus supplement updates and amends cer |
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| August 25, 2022 |
Exhibit 99.1 PropertyGuru Reports Second Quarter 2022 Results Revenues Grow 44% Year Over Year in Second Quarter and 43% in First Half ? Total revenue of S$33.0 million in the second quarter 2022 and S$61.3 million in the first half of 2022 ? Adjusted EBITDA was S$3.0 million in the second quarter 2022 and S$3.9 million in the first half of 2022 Singapore ? August 25, 2022 ? PropertyGuru Group Lim |
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| August 25, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-264294 PROSPECTUS PROPERTYGURU GROUP LIMITED PRIMARY OFFERING OF 19,838,446 ORDINARY SHARES SECONDARY OFFERING OF 149,193,490 ORDINARY SHARES 12,960,001 WARRANTS TO PURCHASE ORDINARY SHARES, AND 17,003,411 ORDINARY SHARES UNDERLYING WARRANTS This prospectus relates to the issuance from time to time by PropertyGuru Group Limite |
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| August 25, 2022 |
Exhibit 99.2 PROPERTYGURU GROUP LIMITED (Incorporated in Cayman Islands) AND ITS SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended 30 June 2022 PROPERTYGURU GROUP LIMITED (Incorporated in Cayman Islands) AND ITS SUBSIDIARIES INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended 30 Ju |
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| May 27, 2022 |
CORRESP 1 filename1.htm PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 Telephone: +65 6238 5971 May 27, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Kathleen Krebs and Austin Pattan Re: PropertyGuru Group Limited (the “Company”) Registration State |
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| May 27, 2022 |
As filed with the Securities and Exchange Commission on May 27, 2022 F-1/A 1 d356463df1a.htm FORM F-1/A As filed with the Securities and Exchange Commission on May 27, 2022 Registration No. 333-264294 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PropertyGuru Group Limited (Exact name of registrant as specified in its charter) Cayman Islands 7389 Not applic |
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| May 27, 2022 |
As filed with the Securities and Exchange Commission on May 27, 2022 As filed with the Securities and Exchange Commission on May 27, 2022 Registration No. |
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| May 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) PropertyGuru Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary shares, par value $0. |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2022 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check mark |
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| May 26, 2022 |
Exhibit 99.1 PropertyGuru Reports Robust First Quarter 2022 Performance Delivers S$28.2 million in Revenue, Growing 42% Over Previous Year On track to achieve 2022 guidance of 44% year-on-year revenue growth and return to full year positive Adjusted EBITDA Singapore ? May 26, 2022 ? PropertyGuru Group Limited (NYSE: PGRU) (?PropertyGuru? or the ?Company?), Southeast Asia?s leading1, property techn |
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| May 12, 2022 |
CORRESP 1 filename1.htm 9 Raffles Place #42-02 Republic Plaza Singapore 048619 Tel: +65.6536.1161 Fax: +65.6536.1171 www.lw.com UEN No. T09LL1649F FIRM /AFFILIATE OFFICES Austin Moscow May 12, 2022 Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston London |
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| May 12, 2022 |
Power of Attorney (included on the signature page to this registration statement). F-1/A 1 d356463df1a.htm FORM F-1/A Table of Contents As filed with the Securities and Exchange Commission on May 12, 2022 Registration No. 333-264294 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PropertyGuru Group Limited (Exact name of registrant as specified in its charter) Cayman Island |
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| May 12, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) PropertyGuru Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Primary Offering Equity Ordinary shares issuable on exercise of warrants(2) Rule 457(g) 17,003,411 (3) $ 179,345,365. |
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| May 2, 2022 |
EX-13.1 Exhibit 13.1 CERTIFICATIONS In connection with this annual report on Form 20-F of PropertyGuru Group Limited (the “Company”) for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hari Vembakkam Krishnan, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursu |
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| May 2, 2022 |
EX-13.2 Exhibit 13.2 CERTIFICATIONS In connection with this annual report on Form 20-F of PropertyGuru Group Limited (the “Company”) for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joe Dische, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Sectio |
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| May 2, 2022 |
EX-12.1 Exhibit 12.1 CERTIFICATION I, Hari Vembakkam Krishnan, Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of PropertyGuru Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such st |
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| May 2, 2022 |
EX-12.2 Exhibit 12.2 CERTIFICATION I, Joe Dische, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of PropertyGuru Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| May 2, 2022 |
EX-15.2 Exhibit 15.2 [Letterhead of Russin & Vecchi] PROPERTYGURU GROUP LIMITED Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 May 2, 2022 Dear Sirs, Re: Annual Report on Form 20-F of PropertyGuru Group Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2021 of PropertyGuru Group Limited with the U |
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| May 2, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR |
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| May 2, 2022 |
Consent of Chandler MHM Limited. EX-15.1 Exhibit 15.1 [Letterhead of Chandler MHM Limited] PROPERTYGURU GROUP LIMITED Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 May 2, 2022 Dear Sirs, Re: Annual Report on Form 20-F of PropertyGuru Group Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2021 of PropertyGuru Group Limited with |
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| April 14, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 14, 2022 Registration No. |
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| April 14, 2022 |
Opinion of Chandler MHM Limited regarding certain Thai matters. Exhibit 99.1 Chandler MHM Limited 17th and 36th Floors, Sathorn Square Office Tower 98 North Sathorn Road, Silom, Bangrak, Bangkok 10500, Thailand Tel: +66-2-009-5000 Date: 14 April 2022 To: PropertyGuru Group Limited #12-01/04 Paya Lebar Quarter 1 Paya Lebar Link Singapore 40853 Re: Registration Statement of PropertyGuru on Form F-1 Dear Sirs: 1. INTRODUCTION We, Chandler MHM Limited, have acted |
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| April 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) PropertyGuru Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Primary Offering Equity Ordinary shares issuable on exercise of warrants(2) Rule 457(g) 17,003,411 (3) $ 177,586,481. |
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| April 14, 2022 |
Code of Business Conduct and Ethics. Exhibit 14.1 Code of Business Conduct and Ethics PropertyGuru Group Limited (As of March 17, 2022) PropertyGuru Group Paya Lebar Quarter, 1 Paya Lebar Link #12-01/04, Singapore 408533 (+65) 6238 5971 PropertyGuruGroup.com Contents 1 INTRODUCTION 3 2 RESPONSIBILITIES 3 3 SCOPE OF THIS CODE 4 4 COMPLIANCE WITH LAWS, RULES AND REGULATIONS 4 5 INSIDER TRADING 5 6 AVOIDING CONFLICTS OF INTEREST 5 7 OUT |
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| April 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2022 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive office) Indicate by check ma |
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| April 14, 2022 |
Exhibit 99.1 PropertyGuru Beats Adjusted EBITDA forecast in strong full year 2021 performance Delivers S$100.7 Million in Full Year Revenue, Growing 22.7% Over Previous Year ? Singapore marketplace revenue increased 19.9% to S$56.0 million ? Malaysia marketplace revenue increased 86.0% to S$14.7million1 ? On track to achieve 2022 guidance of 44.0% year-on-year revenue growth and return to full yea |
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| April 14, 2022 |
Opinion of Russin & Vecchi regarding certain Vietnamese matters. Exhibit 99.2 RUSSIN & VECCHI INTERNATIONAL LEGAL COUNSELLORS BANGKOK MOSCOW NEW YORK SANTO DOMINGO VIETCOMBANK TOWER, 14/F 5 ME LINH SQUARE, HO CHI MINH CITY TEL: (84-28) 3824-3026 FAX: (84-28) 3824-3113 [email protected] HANOI CENTRAL OFFICE BUILDING, 11/F 44B LY THUONG KIET ST, HANOI TEL: (84-24) 3825-1700 FAX: (84-24) 3825-1742 [email protected] TAIPEI VLADIVOSTOK WASHINGTON |
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| March 28, 2022 |
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (i |
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| March 28, 2022 |
Exhibit 99.1 PropertyGuru Appoints Shyn Yee Ho-Strangas as Managing Director for Data and Software Solutions to Accelerate Digital Transformation for Property Industry Singapore – March 28, 2022 – PropertyGuru Group Limited (NYSE: PGRU) (“PropertyGuru” or “the Group”), Southeast Asia’s leading1, property technology (“PropTech”) company today announced the appointment of Shyn Yee Ho-Strangas as Man |
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| March 28, 2022 |
6-K 1 d322338d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 001-41330 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive |
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| March 28, 2022 |
PGRU / PropertyGuru Group Ltd / Bridgetown 2 LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 PropertyGuru Group Limited (Name of Issuer) Ordinary shares, par value of $0.0001 per share (Title of Class of Securit |
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| March 23, 2022 |
EX-1.1 2 d160483dex11.htm EX-1.1 Exhibit 1.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PROPERTYGURU GROUP LIMITED (ADOPTED BY SPECIAL RESOLUTION DATED 23 JULY 2021 AND EFFECTIVE ON 16 MARCH 2022) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PROPERTYGURU GROUP |
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| March 23, 2022 |
Exhibit 15.4 Consent of Independent Auditors We consent to the reference to our firm under the caption ?Experts? and to the incorporation by reference in Registration Statement No. 333-261517 on Form F-4 of PropertyGuru Group Limited of our report dated September 17, 2021, relating to the combined financial statements of the Panama Group as of and for the years ended December 31, 2020 and 2019 app |
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| March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193 |
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| March 23, 2022 |
Exhibit 3.1 Dated 17 March 2022 TPG Asia VI SF Pte. Ltd. and TPG Asia VI SPV GP LLC in its capacity as general partner of TPG Asia VI Digs 1 L.P. and Epsilon Asia Holdings II Pte. Ltd. and REA Asia Holding Co. Pty Ltd. and REA Group Limited and PropertyGuru Group Limited as the Company SHAREHOLDERS? AGREEMENT relating to PropertyGuru Group Limited 1 TABLE OF CONTENTS Contents Page 1. Definitions a |
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| March 23, 2022 |
Consent of PricewaterhouseCoopers LLP. EX-15.2 Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of PropertyGuru Group Limited of our report dated September 17, 2021, except for the change in composition of reportable segments discussed in Note 4 to the consolidated financial statements, as to which the date is December 7, |
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| March 23, 2022 |
Consent of WithumSmith+Brown, PC. EX-15.3 6 d160483dex153.htm EX-15.3 Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of our report dated March 25, 2021, with respect to our audit of the financial statements of Bridgetown 2 Holdings Limited as of December 31, 2020 and for the period from June 24, 2020 (inception) thr |
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| March 23, 2022 |
Unaudited Pro Forma Condensed Combined Financial Information of PubCo. EX-15.1 4 d160483dex151.htm EX-15.1 Exhibit 15.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Report and, if not defined in the Report, in the Proxy Statement/Prospectus. Introduction The following unaudited pro forma condensed combined financial statements presents the combinatio |
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| March 17, 2022 |
PropertyGuru Successfully Completes Business Combination with Bridgetown 2 Holdings EX-99.1 2 d328520dex991.htm EX-99.1 Exhibit 99.1 PropertyGuru Successfully Completes Business Combination with Bridgetown 2 Holdings • Proceeds of ~US$254 million will be used to further accelerate organic growth and pursue M&A opportunities to capture the growth momentum of a recovering Southeast Asia property market driven by long-term macro tailwinds of increasing affluence, digitalization and |
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| March 17, 2022 |
6-K 1 d328520d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 333-261517 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 (Address of principal executive |
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| March 17, 2022 |
8-A12B 1 d316728d8a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PropertyGuru Group Limited (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation |
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| March 11, 2022 |
Project Phoenix – Social Media Posts 425 1 d305593d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Project Phoenix – Social Media Posts Corporate Handles: LinkedIn PropertyGuru Group 35,935 fa |
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| March 10, 2022 |
Filed by PropertyGuru Group Limited 425 1 d286748d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Bridgetown 2 Website Post Naya announces intention to vote in favor of proposed Business Comb |
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| March 7, 2022 |
425 1 d159261d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Bridgetown 2 Holdings Bridgetown 2 Holdings Limited (NASDAQ: BTNB) Announces Expected Closing |
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| March 2, 2022 |
425 1 d270703d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of Hari V Krishnan on the NYSE Floor Talk program Show: NYSE Floor Talk Date: 2 Ma |
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| March 1, 2022 |
425 1 d238595d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of Hari V Krishnan on the Inside the ICE House program of ICE NYSE Insights Show: |
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| March 1, 2022 |
Filed by PropertyGuru Group Limited Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| March 1, 2022 |
425 1 d264579d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru expects to list in New York by Q1, says CEO Business Times By Claudia Chong 15 F |
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| March 1, 2022 |
Filed by PropertyGuru Group Limited 425 1 d275907d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 FWD declaration – social media postings PropertyGuru social channels on LinkedIn and Twitter |
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| February 28, 2022 |
PropertyGuru Group Limited 57,147,453 Ordinary Shares Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261517 Prospectus Supplement No. 1 (To Prospectus dated February 14, 2022) PropertyGuru Group Limited 57,147,453 Ordinary Shares This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2022 (as supplemented or amended from time to time, the ?Prospectus?), which forms a part of our Registration Stat |
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| February 18, 2022 |
Filed by PropertyGuru Group Limited 425 1 d302127d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru Plans Expansion After NYSE SPAC Debut Next Month Mingtiandi By Beatrice Laforga |
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| February 15, 2022 |
424B3 1 d125138d424b3.htm 424(B)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-261517 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF Bridgetown 2 Holdings Limited and PROSPECTUS FOR UP TO 57,147,453 ORDINARY SHARES OF The board of directors of Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the law |
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| February 15, 2022 |
A Message from Group CEO and Managing Director, Hari V. Krishnan 425 1 d448976d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 CEO Note A Message from Group CEO and Managing Director, Hari V. Krishnan I want to wish ever |
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| February 15, 2022 |
425 1 d285829d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Bridgetown 2 Holdings Bridgetown 2 Holdings Limited (NASDAQ: BTNB) Announces Effectiveness of |
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| February 10, 2022 |
PROPERTYGURU GROUP LIMITED Paya Lebar Quarter 1 Paya Lebar Link Singapore 408533 CORRESP 1 filename1.htm PROPERTYGURU GROUP LIMITED Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 February 10, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: PropertyGuru Group Ltd (the “Company”) Registration Statement on Form F-4 Originally Filed December 7, 2021 File No. 333-261517 De |
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| February 8, 2022 |
Filed by PropertyGuru Group Limited Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| February 8, 2022 |
Filed by PropertyGuru Group Limited 425 1 d309619d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of Hari V Krishnan on Bloomberg TV’s Bloomberg Markets program Show: Bloomberg TV; |
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| January 26, 2022 |
Filed by PropertyGuru Group Limited 425 1 d607915d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Copyright © PropertyGuru Group. All Rights Reserved. January 2022 Investor Presentation Discl |
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| January 24, 2022 |
Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet?QUICK EASY IMMEDIATE?24 Hours a Day, 7 Days a Week or by Mail to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you BRIDGETOWN 2 marked, Votes submitted signed and electronically returned your over proxy the Internet card. HOLDINGS LIMITED must XXXXXX be received XX, 2022. by 11:59 p |
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| January 24, 2022 |
As filed with the Securities and Exchange Commission on January 24, 2022. Table of Contents As filed with the Securities and Exchange Commission on January 24, 2022. |
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| January 24, 2022 |
CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-2111 TEL: (202) 371-7000 FAX: (202) 393-5760 www.skadden.com January 24, 2022 FIRM/AFFILIATE OFFICES —————- BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON —————- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO |
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| January 24, 2022 |
Registrant’s Representation under Item 8.A.4 Exhibit 99.13 PropertyGuru Group Limited Paya Lebar Quarter 1 Paya Lebar Link #12-01/04 Singapore 408533 January 24, 2022 Re: PropertyGuru Group Limited ? Registration Statement on Form F-4 Representation under Item 8.A.4 of Form 20-F (?Item 8.A.4?) PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), a foreign private |
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| January 19, 2022 |
PropertyGuru Analyst Day Presentation 425 1 d295102d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru Analyst Day Presentation Mark Roberts – Blueshirt Group Investor Relations I wan |
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| January 19, 2022 |
Filed by PropertyGuru Group Limited 425 1 d272875d425.htm 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru Investor Presentation January 2022 Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE |
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| December 13, 2021 |
Filed by PropertyGuru Group Limited Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| December 7, 2021 |
List of subsidiaries of PubCo. EX-21.1 26 d125138dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of PropertyGuru Group Limited The following list sets forth the subsidiaries of PropertyGuru Group Limited upon completion of the Business Combination: Legal Name Jurisdiction of Incorporation PropertyGuru Pte. Ltd. Singapore AllProperty Media Co. Ltd. Thailand DDProperty Media Ltd. Thailand PropertyGuru International Thailand Property |
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| December 7, 2021 |
Form of PubCo Shareholders’ Agreement. Exhibit 10.16 Dated TPG Asia VI SF Pte. Ltd. and TPG Asia VI SPV GP LLC in its capacity as general partner of TPG Asia VI Digs 1 L.P. and Epsilon Asia Holdings II Pte. Ltd. and REA Asia Holding Co. Pty Ltd. and REA Group Limited and PropertyGuru Group Limited as the Company SHAREHOLDERS’ AGREEMENT relating to PropertyGuru Group Limited TABLE OF CONTENTS Contents Page 1. Definitions and Interpretat |
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| December 7, 2021 |
Consent of Ashish Shastry (Director nominee) to be named as a director. Exhibit 99.8 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of d |
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| December 7, 2021 |
Consent of Dominic Picone (Director nominee) to be named as a director. Exhibit 99.7 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of d |
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| December 7, 2021 |
Opinion of Chandler MHM Limited regarding certain Thai matters. Exhibit 99.2 Chandler MHM Limited 17th and 36th Floors, Sathorn Square Office Tower 98 North Sathorn Road, Silom, Bangrak, Bangkok 10500, Thailand Tel: +66-2-009-5000 Date: 6 December 2021 To: PropertyGuru Pte. Ltd. #12-01/04 Paya Lebar Quarter 1 Paya Lebar Link Singapore 40853 Re: Registration Statement of PropertyGuru on Form F-4 Dear Sirs: 1. INTRODUCTION We, Chandler MHM Limited, have acted as |
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| December 7, 2021 |
Consent of Melanie Wilson (Director nominee) to be named as a director. EX-99.12 41 d125138dex9912.htm EX-99.12 Exhibit 99.12 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to b |
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| December 7, 2021 |
EX-10.13 22 d125138dex1013.htm EX-10.13 Exhibit 10.13 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is entered into as a deed on , 20 by and between PropertyGuru Group Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agr |
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| December 7, 2021 |
Exhibit 10.2 COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 23, 2021 (this “Agreement”), among PropertyGuru Pte. Ltd. (Company Registration Number: 200615063H), a Singapore private company limited by shares (the “Company”), Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Acquiror”), PropertyGuru Grou |
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| December 7, 2021 |
EX-10.8 Exhibit 10.8 PROPERTYGURU GROUP LIMITED EMPLOYEE STOCK OPTION PLAN 2016 Adopted on 4th April 2016 (the “Effective Date”) and subsequently amended on 1st January 2018, 6th October 2019, 9th December 2019, 14th October 2020 and 19th July 2021 (the “PropertyGuru Plan”). In connection with the transactions contemplated by that certain Business Combination Agreement by and among Bridgetown 2 Ho |
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| December 7, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PROPERTYGURU GROUP LIMITED (ADOPTED BY SPECIAL RESOLUTION DATED [•]) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PROPERTYGURU GROUP LIMITED (ADOPTED BY SPECIAL RESOLUTION DATED [•]) 1. The name of the comp |
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| December 7, 2021 |
Exhibit 10.7 This NOVATION, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as a deed as of July 23, 2021, by and among PropertyGuru Pte. Ltd., a Singapore private company limited by shares (the “Company”), PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), and Epsilon Asia Holdings II Pte. L |
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| December 7, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among BRIDGETOWN 2 HOLDINGS LIMITED, PROPERTYGURU GROUP LIMITED, B2 PUBCO AMALGAMATION SUB PTE. LTD., and PROPERTYGURU PTE. LTD. dated as of July 23, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS Section 1.1. Definitions 4 Section 1.2. Construction 16 Section 1.3. Knowledge 16 ARTICLE II THE MERGER; MERGER CLOSING Section 2.1. Pre-Closi |
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| December 7, 2021 |
EX-4.1 5 d125138dex41.htm EX-4.1 Exhibit 4.1 DRAFT PropertyGuru Group Limited Certificate Number INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES ACT (AS AMENDED OR REVISED FROM TIME TO TIME) Number of Shares The authorised share capital of the Company is US$50,000 divided into 500,000,000 Ordinary shares with a nominal or par value of US$0.0001 each THIS CERTIFIES THAT OF IS THE OWNER OF IN |
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| December 7, 2021 |
Consent of Rachna Bhasin (Director nominee) to be named as a director. EX-99.10 39 d125138dex9910.htm EX-99.10 Exhibit 99.10 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to b |
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| December 7, 2021 |
Consent of Stephen Nicholas Melhuish (Director nominee) to be named as a director. Exhibit 99.4 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of d |
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| December 7, 2021 |
Consent of Oliver Lim (Director nominee) to be named as a director. Exhibit 99.5 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of d |
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| December 7, 2021 |
Consent of Hari V. Krishnan (Director nominee) to be named as a director. Exhibit 99.6 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of d |
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| December 7, 2021 |
As filed with the Securities and Exchange Commission on December 7, 2021. Table of Contents As filed with the Securities and Exchange Commission on December 7, 2021. |
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| December 7, 2021 |
Filed by PropertyGuru Group Limited 425 1 d224125d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Employee Email (To be sent to PropertyGuru employees after Form F-4 becomes public) SUB: Prop |
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| December 7, 2021 |
EX-10.1 10 d125138dex101.htm EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 23rd day of July, 2021, by and among PropertyGuru Group Limited, a Cayman Islands exempted company (the “Issuer”), Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (“Bridgetown 2”), and the undersigned (“Subscriber”). WHEREAS, thi |
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| December 7, 2021 |
Exhibit 10.6 EXECUTION VERSION AMENDED AND RESTATED ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between BRIDGETOWN 2 HOLDINGS LIMITED PROPERTYGURU GROUP LIMITED BRIDGETOWN 2 LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 1, 2021 THIS AMENDED AND RESTATED ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 1, 2021, is made by and among Bridgetown |
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| December 7, 2021 |
Exhibit 10.5 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is by and between Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Sponsor”); WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of Class A ordinary share of the Co |
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| December 7, 2021 |
Exhibit 10.12 PROPERTYGURU GROUP LIMITED RESTRICTED STOCK UNITS PLAN Adopted on 4th April 2016 (the “Effective Date”) and subsequently amended on 1st January 2018, 6th October 2019, 9th December 2019, 14th October 2020 and 19th July 2021 (the “PropertyGuru Plan”). In connection with the transactions contemplated by that certain Business Combination Agreement by and among Bridgetown 2 Holdings Limi |
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| December 7, 2021 |
CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-2111 FIRM/AFFILIATE OFFICES —————— BOSTON TEL: (202) 371-7000 CHICAGO FAX: (202) 393-5760 HOUSTON www.skadden.com LOS ANGELES NEW YORK PALO ALTO WILMINGTON —————— BEIJING BRUSSELS December 7, 2021 FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO |
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| December 7, 2021 |
Filed by PropertyGuru Group Limited 425 1 d220051d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Investor Presentation December 2021 Copyright © PropertyGuru Group. All Rights Reserved. Disc |
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| December 7, 2021 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BRIDGETOWN 2 HOLDINGS LIMITED Incorporated Under the Laws of the Cayman Islands Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder |
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| December 7, 2021 |
Exhibit 4.2 FORM OF WARRANT CERTIFICATE [Reverse] The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive PubCo Shares pursuant to a Novation, Assumption and Amendment Agreement made and entered into as a deed as of [?], 2021, by and among PropertyGuru Pte. Ltd., PropertyGuru Group Limited (?PubCo?), and Epsilon |
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| December 7, 2021 |
Memorandum and Articles of Association of PubCo (currently in effect). EX-3.2 4 d125138dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF B2 PUBCO LIMITED THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF B2 PUBCO LIMITED 1 The name of the Company is B2 PubCo Limited. 2 The Registered Office of the Company shall |
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| December 7, 2021 |
Exhibit 10.9 PROPERTYGURU GROUP LIMITED EMPLOYEE STOCK OPTION PLAN 2018 Adopted on 9th May 2018 (the “Effective Date”) and subsequently amended on 6th October 2019, 9th December 2019, 14th October 2020 and 19th July 2021 (the “PropertyGuru Plan”). In connection with the transactions contemplated by that certain Business Combination Agreement by and among Bridgetown 2 Holdings Limited, PropertyGuru |
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| December 7, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2021, is made and entered into by and among PropertyGuru Group Limited, a Cayman Islands exempted company (“PubCo”), Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersigned parties listed on the signature page hereto (each such party, together |
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| December 7, 2021 |
Project Phoenix: F4 Filing and 1H21 Results – Social Media Posts Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| December 7, 2021 |
Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| December 7, 2021 |
Exhibit 10.14 January 25, 2021 Bridgetown 2 Holdings Limited c/o 38/F Champion Tower 3 Garden Road, Central Hong Kong Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the |
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| December 7, 2021 |
Exhibit 10.15 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 25, 2021, by and between Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, |
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| December 7, 2021 |
EX-10.3 12 d125138dex103.htm EX-10.3 Exhibit 10.3 SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 23, 2021 (this “Agreement”), among PropertyGuru Pte. Ltd. (Company Registration Number: 200615063H), a Singapore private company limited by shares (the “Company”), Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“ |
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| December 7, 2021 |
Opinion of Russin & Vecchi regarding certain Vietnamese matters. EX-99.3 32 d125138dex993.htm EX-99.3 Exhibit 99.3 INTERNATIONAL LEGAL COUNSELLORS BANGKOK MOSCOW NEW YORK SANTO DOMINGO VIETCOMBANK TOWER, 14/F 5 ME LINH SQUARE, HO CHI MINH CITY TEL: (84-28) 3824-3026 FAX: (84-28) 3824-3113 [email protected] TAIPEI VLADIVOSTOK WASHINGTON, DC YUZHNO-SAKHALINSK HANOI CENTRAL OFFICE BUILDING, 11/F 44B LY THUONG KIET ST, HANOI TEL: (84-24) 3825-1700 FAX: (8 |
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| December 7, 2021 |
Exhibit 10.10 PROPERTYGURU GROUP LIMITED NON-EXECUTIVE DIRECTORS SHARE PLAN Adopted on 4th October 2019 (the “Effective Date”) and subsequently amended on 9th December 2019, 14th October 2020 and 19th July 2021 (the “PropertyGuru Plan”). In connection with the transactions contemplated by that certain Business Combination Agreement by and among Bridgetown 2 Holdings Limited, PropertyGuru Group Lim |
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| December 7, 2021 |
Consent of Jennifer Macdonald (Director nominee) to be named as a director. Exhibit 99.11 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of |
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| December 7, 2021 |
Consent of Owen Wilson (Director nominee) to be named as a director. EX-99.9 Exhibit 99.9 Consent to be Named as a Director In connection with the filing by PropertyGuru Group Limited of the Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the bo |
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| December 7, 2021 |
Exhibit 10.11 PROPERTYGURU GROUP LIMITED OMNIBUS EQUITY INCENTIVE PLAN Adopted on 4th October 2019 (the “Effective Date”) and subsequently amended on 9th December 2019, 14th October 2020 and 19th July 2021 (the “PropertyGuru Plan”). In connection with the transactions contemplated by that certain Business Combination Agreement by and among Bridgetown 2 Holdings Limited, PropertyGuru Group Limited, |
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| December 1, 2021 |
Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| October 29, 2021 |
425 1 d251136d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 How PropertyGuru is leading the proptech space in South-East Asia, according to its CEO The F |
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| October 19, 2021 |
425 1 d410895d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru Appoints REA Group CEO Owen Wilson to Board of Directors as a Non-Independent Di |
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| October 6, 2021 |
425 1 d185860d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Singapore’s PropertyGuru plans fintech thrust to conquer ASEAN Real estate listings unicorn t |
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| October 4, 2021 |
425 1 d173203d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Unfazed by SPAC slowdown, PropertyGuru confident of Q1 2022 US listing DealStreetAsia By Mars |
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| September 23, 2021 |
425 1 d164411d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru sees data analytics and fintech offerings as new sources of growth KrAsia By Ste |
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| September 20, 2021 |
Exhibit 10.3 SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 23, 2021 (this ?Agreement?), among PropertyGuru Pte. Ltd. (Company Registration Number: 200615063H), a Singapore private company limited by shares (the ?Company?), Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (?Acquiror?), PropertyGuru Group Limite |
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| September 20, 2021 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on September 20, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 REGIST |
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| September 20, 2021 |
EX-2.1 2 filename2.htm Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among BRIDGETOWN 2 HOLDINGS LIMITED, PROPERTYGURU GROUP LIMITED, B2 PUBCO AMALGAMATION SUB PTE. LTD., and PROPERTYGURU PTE. LTD. dated as of July 23, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS Section 1.1. Definitions 4 Section 1.2. Construction 16 Section 1.3. Knowledge 16 ARTICLE II THE MERGER; MERGER CLOSING |
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| September 20, 2021 |
EX-3.2 3 filename3.htm Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF B2 PUBCO LIMITED THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF B2 PUBCO LIMITED 1 The name of the Company is B2 PubCo Limited. 2 The Registered Office of the Company shall be at the |
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| September 20, 2021 |
EX-10.6 9 filename9.htm Exhibit 10.6 This NOVATION, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as a deed as of July 23, 2021, by and among PropertyGuru Pte. Ltd., a Singapore private company limited by shares (the “Company”), PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), and Epsilon |
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| September 20, 2021 |
EX-10.13 10 filename10.htm Exhibit 10.13 January 25, 2021 Bridgetown 2 Holdings Limited c/o 38/F Champion Tower 3 Garden Road, Central Hong Kong Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Bridgetown 2 Holdings Limited, a Cayman Isl |
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| September 20, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.14 11 filename11.htm Exhibit 10.14 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 25, 2021, by and between Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registrat |
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| September 20, 2021 |
EX-10.4 7 filename7.htm Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2021, is made and entered into by and among PropertyGuru Group Limited, a Cayman Islands exempted company (“PubCo”), Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersigned parties listed on the signature page hereto (e |
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| September 20, 2021 |
EX-10.2 5 filename5.htm Exhibit 10.2 COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 23, 2021 (this “Agreement”), among PropertyGuru Pte. Ltd. (Company Registration Number: 200615063H), a Singapore private company limited by shares (the “Company”), Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Acqui |
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| September 20, 2021 |
List of Subsidiaries of PropertyGuru Group Limited as of the date of this filing Exhibit 21.1 List of Subsidiaries of PropertyGuru Group Limited as of the date of this filing S. No. Subsidiary name Jurisdiction of incorporation 1 B2 PubCo Amalgamation Sub Pte. Ltd. Singapore |
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| September 20, 2021 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 23rd day of July, 2021, by and among PropertyGuru Group Limited, a Cayman Islands exempted company (the ?Issuer?), Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (?Bridgetown 2?), and the undersigned (?Subscriber?). WHEREAS, this Subscription Agreement is being ent |
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| September 20, 2021 |
DRSLTR 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ JONATHAN B. STONE * PALOMA P. WANG ◆ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CEN |
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| September 20, 2021 |
EX-99.2 13 filename13.htm Exhibit 99.2 Chandler MHM Limited 17th and 36th Floors, Sathorn Square Office Tower 98 North Sathorn Road, Silom, Bangrak, Bangkok 10500, Thailand Tel: +66-2-009-5000 Date: [•] 2021 To: PropertyGuru Pte. Ltd. #12-01/04 Paya Lebar Quarter 1 Paya Lebar Link Singapore 40853 Re: Registration Statement of PropertyGuru on Form F-4 Dear Sirs: 1. INTRODUCTION We, Chandler MHM Lim |
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| September 20, 2021 |
Re: Ownership Structure of PropertyGuru’s Vietnam-domiciled Entities EX-99.3 14 filename14.htm Exhibit 99.3 =DRAFT= [Date] To: PropertyGury Pte. Ltd. #12-01/04 Paya Lebar Quarter 1 Paya Lebar Link Singapore 40853 Re: Ownership Structure of PropertyGuru’s Vietnam-domiciled Entities Dear Sirs/Madams: We act as Vietnam counsel to PropertyGuru Pte. Ltd., a Singapore private company limited by shares (the “Company”) and this opinion is delivered solely for your benefit |
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| September 20, 2021 |
EX-10.5 8 filename8.htm Exhibit 10.5 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between BRIDGETOWN 2 HOLDINGS LIMITED PROPERTYGURU GROUP LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 23, 2021 THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated July 23, 2021, is made by and among Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the |
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| September 16, 2021 |
425 1 d160455d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru To Ramp Up Fintech Services As Singapore Unicorn Prepares For SPAC Merger Forbes |
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| August 27, 2021 |
425 1 d206324d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru appoints Rachna Bhasin to Board of Directors as an Independent Director Brings G |
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| August 25, 2021 |
Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| August 16, 2021 |
425 1 d122862d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Our vision is to be the trusted advisor to every • PropertyGuru Group (“PropertyGuru” or “the |
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| August 4, 2021 |
PropertyGuru completes acquisition of iProperty Malaysia and thinkofliving Thailand 425 1 d204178d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru completes acquisition of iProperty Malaysia and thinkofliving Thailand SINGAPORE |
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| July 29, 2021 |
425 1 d329730d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Exclusive | Singapore’s PropertyGuru may consider future Asia listing after going public in N |
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| July 28, 2021 |
425 1 d181127d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of Hari V Krishnan on BFM 89.9 Radio Station Show: BFM 89.9 Radio Station Date: 27 |
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| July 28, 2021 |
425 1 d13541d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of Hari V Krishnan on BFM 89.9 Radio Station Show: BFM 89.9 Radio Station Date: 27 |
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| July 27, 2021 |
425 1 d207399d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of Hari V Krishnan on BFM 89.9 Radio Station Show: BFM 89.9 Radio Station Date: 27 |
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| July 26, 2021 |
425 1 d151785d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of Hari V Krishnan on CNBC TV’s Street Signs Asia program Show: CNBC; Street Signs |
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| July 26, 2021 |
425 1 d167965d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru’s LinkedIn Post https://www.linkedin.com/posts/propertygurupropertyguru-southeas |
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| July 26, 2021 |
425 1 d151955d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of PropertyGuru’s Townhall Meeting Date: 26 July 2021 Hari V Krishnan (00:00:24.51 |
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| July 26, 2021 |
425 1 d174516d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Hari V Krishnan LinkedIn Post https://www.linkedin.com/in/harivk/ Proud to share PropertyGuru |
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| July 26, 2021 |
425 1 d191268d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Hari V Krishnan https://twitter.com/harivk/status/1418836539740606464 Proud to share @SGPrope |
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| July 26, 2021 |
PropertyGuru Plans To Go Public In Partnership With Bridgetown 2 425 1 d151529d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Form of Email to PropertyGuru Customers From: [PropertyGuru] To: [Customer] Subject: Property |
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| July 26, 2021 |
425 1 d172412d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 PropertyGuru Tweet https://twitter.com/SGPropertyGuru/status/1418838829381812226 We are excit |
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| July 23, 2021 |
Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| July 23, 2021 |
Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| July 23, 2021 |
425 1 d182269d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Project Phoenix Employee Email Good afternoon Gurus, I am writing to you with some exciting n |
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| July 23, 2021 |
425 1 d166061d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 TRANSCRIPT OF INVESTOR PRESENTATION Slide 1 – Investor Presentation [00.00] Hari: Hi, my name |
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| July 23, 2021 |
425 1 d163091d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 This NOVATION, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into |
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| July 23, 2021 |
425 1 d182273d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Project Phoenix IPP Email Good evening iProperty and thinkofliving teams, I wanted to share s |
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| July 23, 2021 |
425 1 d166597d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 Transcript of FastKey Final V3 Video Voice over Buying a property and selling is hard work It |
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| July 23, 2021 |
425 1 d174054d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 23, 2021 (this “Agreement”), |
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| July 23, 2021 |
Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| July 23, 2021 |
425 1 d165537d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as |
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| July 23, 2021 |
Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
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| July 23, 2021 |
425 1 d175951d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered |
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| July 23, 2021 |
425 1 d166436d425.htm FORM 425 Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No.: 001-39932 TRANSCRIPT OF PG PRODUCT VIDEO TRANSCRIPT Buying a home is one of the most important decision |
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| July 23, 2021 |
Filed by PropertyGuru Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Bridgetown 2 Holdings Limited Commission File No. |
