Understanding the Risks - Key Disclosures for ECF Investors into Jardin Pharma Berhad
In September of 2022 Jardin Pharma Berhad (Jardin) acquired 100% of Xorix Sdn Bhd (Xorix), a troubled pharmaceutical manufacturing company that has the rare distinction of possessing Skim Anak Angkat (issued by the Ministry of Finance). In addition to all the other regulatory requirements needed to manufacture and supply certain pharmaceutical products to the Ministry of Health. Under this adoption scheme, Xorix has privileges and more access in providing a wider range of pharmaceutical products to the Ministry of Health.
Though your investment would be in Jardin, it is the intention of the management to utilize the funds raised, for improving the performance and unlocking the value of Xorix.
To navigate this, the new management has to address some financial issues, specifically an existing debt with SME Bank. The amount in question now stands at RM6 million as Jardin has successfully negotiated it down from an original outstanding amount of RM15 million. The funds were utilized to purchase machines and equipment for an additional production line. The new management has entered into discussions (still ongoing), with the bank, to restructure this reduced debt amount. .
The new management is of the view, given the current positive business environment, growing demand, and unlocked potential with Skim Anak Angkat, that the opportunity for Xorix, and hence Jardin, lies in getting the additional production line running as soon as possible to increase its revenue thus allowing for the comfortable servicing of all obligations.
To support this assertion is that since the acquisition, and still running on just one production line, Xorix has increased its capacity by more than 170%, whilst obtaining the approval from the Ministry of Health for the production of an additional 5 SKU’s which would significantly increase revenue based on initial indicated orders.
What we have also noted is that under the new management of Jardin, active efforts are being made to enhance governance and reporting procedures of Xorix. This includes a focus on improving transparency and accuracy in financial reporting. Jardin is working closely with its auditors to ensure that the 2022 audited financial statements provide a true and fair view of the company's financial position.
Specifically, we would like to draw your attention to the risks associated with this investment.
Firstly, based on representation by the Issuer, the funds raised from ECF will be fully utilized 100% by Xorix for the purpose of operationalizing the new production line to meet the new orders the company continues to obtain. Key to the success of this plan would be the successful negotiations with SME Bank on the debt restructuring.
Secondly, we note an Auditor's Disclaimer of Opinion on 2021 Audited Financial Statement and hence before the company was acquired. Again, the new management is taking steps to address all matters with regards to the financial health of the company as has engaged an experienced Finance Director to lead these efforts.
We nonetheless still encourage you to carefully review all available information, including the Issuer's business plan, financial statements, and any other relevant documents, before committing any funds. In case of any doubts or queries, please do not hesitate to reach out to us or seek independent professional advice.
Jardin Pharma Berhad (JPB) (1418172-K) is a newly established pharmaceutical company that researches, develops, manufactures and distributes innovative, effective, safe and environmentally conscious halal medicines, nutraceuticals and cosmeceuticals to improve the inadequate market presence of local pharmaceutical manufacturers. JPB supplies its product to the Malaysian Ministry of Health Malaysia for public healthcare sector through a concession contract; Bumiputera Adoption Scheme. JPB also supplies its products to the local private healthcare sector while exploring the global pharmaceutical market to expand the market.
Research and development is conducted by its in-house research team and through strategic industry-academia collaboration with two local universities, the International Islamic University of Malaysia (IIUM) and the University Teknologi Malaysian (UTM). As part of the collaboration with IIUM, the Jardin Pharmabiotic Research Centre was established in 2022 to conduct research on probiotics for pharmaceutical purposes and has published a number of high-impact journals.
Commercial manufacturing is carried out in 3 different categories of branch factories. The pharmaceutical factory is located in Dungun Terengganu (Xorix Sdn Bhd). The medical devices and cosmetics factory is located in Alor Setar Kedah (The Luxe Production Sdn Bhd), while the food technology factory is located in Senai Johor. These factories are used to manufacture private label brands as well as perform contract research and manufacturing for external brands. The Luxe Production manufactures several indigenous natural and safe skin care and personal care brands, including Mary Jardin and Honey Olive Baby. Three branches of Mary Eve Clinics, which focus on women's health, are also part of JPB.
JPB also offers an affiliate programme to build an extensive distribution network in Malaysia. Affiliates, distributors and end users register online and order products through JPB's WebApp platform, Herbitus.com. JPB is changing the landscape of the Malaysian pharmaceutical market by focusing on online commerce that enables easy product access and market expansion beyond local customers while complying with pharmaceutical regulations set by local authorities. In terms of global marketing, JPB has signed MoUs with various global distributors to export its products to Brunei, Indonesia, Cambodia, Macau, Maldives, Kenya andthe MENA region.
In 2022, JPB has achieved a turnover of RM8 million. In the first three months of 2023, JPB has received an order worth RM3 million. By the end of 2023, JPB is targeting sales of over RM15 million. With the hope of raising RM10 million to fund R&D and working capital, JPB aims to reach RM35 million in annual sales after 5 years.
What We Do
Malaysia is an upper middle-income country that is a highly attractive investment destination for the life sciences and healthcare sector, which can be broadly divided into four categories, namely pharmaceuticals, biotechnology, healthcare, and medical devices. However, according to the United Nations COMTRADE database on international trade, Malaysia is still a net importer of pharmaceutical products with an import value of US$2.74 billion in 2021, and the share of local manufacturers of generic drugs is only 30%, insufficient to meet market demand, while the rest is covered by imports (ASEAN Briefing, 2023). Malaysian drug manufacturers are highly dependent on imported active pharmaceutical ingredients (APIs), excipients, and even packaging materials to formulate drugs.
To remain competitive, they are expanding their capacity in the niche segment of halal pharmaceuticals. However, the halal pharmaceutical industry involves complex supply chains and manufacturing processes that require strict compliance with halal standards, which can be a time-consuming and costly process. In addition, Malaysian pharmaceutical manufacturers are small in terms of sales compared to multinational corporations (MNCs) that import medicines into Malaysia. MNCs from developed countries also do not have manufacturing facilities in Malaysia. Small and medium-sized pharmaceutical companies typically have difficulty accessing financing, which can limit R&D activities, product development, and business growth. Malaysian pharmaceutical manufacturers also produce generic drugs instead of patent-protected originator drugs because the technology to produce a new drug is limited.
We research, develop, manufacture and distribute Halal-certified pharmaceuticals, nutraceuticals and cosmeceuticals by using locally sourced botanical ingredients to formulate our own Malaysian-made products. We also provide OEM contract services to help other local Malaysian companies manufacture their own brand of pharmaceuticals, nutraceuticals and cosmeceuticals. To achieve this, we employ highly qualified local scientists, pharmacists, medical professionals and sales managers who understand the global halal pharmaceutical market. We also work closely with local and international suppliers to provide gold-standard medicines for the local market gaps
Why Are We Different
Our subsidiary company, Xorix Sdn. Bhd. is one of the biggest skin OTC product manufacturers in Malaysia. Instead of using chemical synthesis, we mainly use locally sourced plant-based ingredients to formulate our halal pharmaceutical products using the company's expertise in galenical pharmacy. Xorix Sdn. Bhd. also becomes the first halal-certified bumiputera-owned pharmaceutical company that formulates Paracetamol syrup and suspension. Currently, there are nine pharmaceutical products in our R&D pipelines. JPB also is building the first halal bacterial farm and Liposomal centre in Malaysia as a result of a strategic collaboration with IIUM and UTM
Our Revenue Model
Our main business model is direct sales to both public and private hospitals, clinics, and pharmacies. Our company was selected by the Ministry of Health Malaysia to be one of the bumiputera companies that was adopted into MOH scheme to distribute pharmaceuticals to the MOH facilities throughout Malaysia, as part of MOH’s initiative to boost business growth of local Malaysian pharmaceutical manufacturers.
We also offer a merchant program to owners of private hospitals, clinics and pharmacies who can sell our products at their brick-and-mortar stores and affiliate program to individuals who don’t own a store but can sell our products by using direct selling or dropshipping models. We also have our own WebApp platform, Herbitus.com to sell our products directly to our customer base. To enter the export market, we collaborate with various global institutions like WHO and UNICEF and with international distributors to sell our products to other countries. As to date, we have signed multiple Memorandums of Understanding (MoUs) with international distributors from Kenya, Indonesia, Brunei, Maldives, Cambodia, Macao and Kingdom of Saudi Arabia to strengthen JPB's export portfolios.
Our Market Opportunity
Malaysia has been globally recognized for having pioneered the halal standards and certification scheme since the early 70s. Malaysia also is the market leader in halal pharmaceuticals after being a pioneered country to establish a new Halal Pharmaceutical Standard (MS2424:2012). This standard allows pharmaceutical product manufacturers to apply for halal certification and established fundamental standards for the manufacturing and handling of goods, including pharmaceutical products in finished dosage forms, including both prescription and over-the- counter medicines for human use (examples include biopharmaceuticals, traditional medicines, and investigational medicines) that are registered with the Drug Control Authority, Ministry of Health. According to Adroit Market Research (2023), the global halal pharmaceutical market will reach USD174.59 billion by 2025 with Asia Pacific as the region with the largest Muslim population.
An aging population, rising non-communicable diseases including diabetes, hypercholesterolemia, and hypertension, as well as other related medical disorders, are driving up demand for pharmaceuticals in Malaysia. The Malaysian pharmaceutical market was valued at USD2.9 billion in 2020, per a recent analysis by Global Data (2022). From 2013 to 2020, the market increased ata CAGR of more than 9% with generic, biologic, biosimilar, and over-the-counter (OTC) medications being the major product categories. Under KKM Adoption scheme, Jardin Pharma Berhad is given a priority to supply pharmaceutical products to the government health facilities throughout Malaysia. Government annual procurement is up to RM2.3 billion.
Indicative Usage of Funds
The majority of the fund RM6 million (60%) will be allocated to complete our R&D pipeline and production facility. Currently, there are nine pharmaceutical products are still in the R&D stages. We will use the fund to purchase machineries, active pharmaceutical ingredients (APIs) and excipients from trusted global suppliers. We also source our raw materials from local suppliers to formulate our products.
A total of RM4 million (40%) will be allocated for working capital to produce the medicine in order to cater for government and market demands.