COMMERCIAL INVESTMENT PROPERTY FUND LIMITED

Transcription

1 COMMERCIAL INVESTMENT PROPERTY FUND LIMITED LISTING PARTICULARS Listing particulars pursuant to the listing rules, in respect of the listing by way of private placement of Secured Floating Rate Notes, consisting of 4,000 Senior Tranche notes of Nominal Value MUR 100,000 and 160,000 Junior Tranche notes of Nominal Value MUR 1,000, for a Total Aggregate Nominal Amount of MUR 560,000,000. Listing Particulars dated 15 March 2017 Page 1 of 49

2 COMMERCIAL INVESTMENT PROPERTY FUND LIMITED ( CIPF, the Issuer or the Company ) (Incorporated in 2016 in the Republic of Mauritius BRN: C ) Registered office: ENL House, Vivea Business Park, Moka Listing Particulars in respect of: The listing of Secured Floating Rate Notes (the Notes ) comprising of Senior Tranche (Aggregate Nominal Amount of MUR 400,000,000) and Junior Tranche (Aggregate Nominal Value of MUR MUR 160,000,000) each by way of private placement, for a Total Aggregate Nominal Amount of MUR 560,000, March 2017 LEC/P/01/2017 Sponsoring Broker MCB Stockbrokers Ltd Transaction Advisor MCB Capital Markets Page 2 of 49

3 NOTICES These listing particulars ( LP ) should be read in its entirety. These LP include particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules governing the official listing of securities (the Listing Rules ) for the purpose of giving information with regard to the Issuer. An application for the listing of the Secured Floating Rate Notes by way of private placement has been made under Chapter 18 Part B of the Listing Rules. The Notes were offered and issued by way of a private placement to qualified investors (as this term is defined in Chapter 18 Part B of the Listing Rules, that is investors acceptable to the SEM who are knowledgeable and understand the risks of investing in specialist debt instruments and include but are not limited to expert investors as defined in the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008). Permission has been granted by the Listing Executive Committee of the Stock Exchange of Mauritius Ltd (the LEC ) for the Notes to be admitted for listing on the Official Market of the SEM on 15 March A copy of these LP has been filed with the FSC. The Company has not, and does not, intend to apply for listing of the Notes on any other securities exchanges in Mauritius or abroad. On the first day of listing and trading of the Notes on the Official Market of the SEM, the Issuer undertakes to make available at least 50 notes of the Senior Tranche and at least 100 notes of the Junior Tranche at an indicative price of MUR 108, for the Senior Tranche and MUR 1, for the Junior Tranche. Neither the LEC, nor the Stock Exchange of Mauritius Ltd (the SEM ), nor the Financial Services Commission (the FSC ) assume any responsibility for the contents of these LP. The LEC, SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in these LP and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. The LEC, SEM and the FSC do not vouch for the financial soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it. Nothing in these LP shall be construed as, and under no circumstances shall these LP constitute an offer to sell the Notes to the public. The circulation and distribution of these LP in certain jurisdictions may be restricted by law. Persons who may come into possession of these LP are required to inform themselves of and to observe any such restrictions. These LP do not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction in which it is unlawful to make such an offer or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. No person is authorised to give any information or make any representations not contained herein, and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer. There have been no material adverse change, from the Issue Date until the date hereof, in the financial or trading position of the Issuer. The statements and information contained in these LP have been compiled as of January Neither the delivery of these LP nor any offer, allotment or issue of any Notes shall under any circumstances Page 3 of 49

4 create an implication or constitute a representation that the information given in these LP is correct as at any time subsequent to the date thereof. Any information on taxation contained in these LP is a summary of certain tax considerations but is not intended to be a complete discussion of all tax considerations. The contents of these LP are not to be construed as investment, legal or tax advice. Moreover, investment in the Notes entails a number of risks, a non-exhaustive list of which is described in these LP. Investors should therefore consult their own independent professional advisers on such matters before making an investment. The Notes and these LP have not been registered under the United States Securities Act of 1933, as amended, or the United States Investment Company Act of 1940, as amended and may not be offered, sold or delivered in the United States of America, or to or for the account of a US Person (as defined hereinafter). Any such investor should consult their professional advisers to determine whether an investment in the Notes could result in adverse consequences to the investor or its related persons and affiliates. All US Persons may have United States tax consequences arising from investing in the Notes. The Senior Tranche has been assigned a provisional rating of CARE MAU A- (SO) by CARE Ratings (Africa) Private Limited («CRAF»), a company incorporated in Mauritius and partly owned by CAR Ratings India. CRAF holds a Credit Rating Agency licence from the Financial Services Commission and is also recognized by Bank of Mauritius as External Credit Assessment Institution (ECAI) from May 9, The Junior Tranche has not been rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. The directors, whose names appear in paragraph collectively and individually accept full responsibility for the accuracy or completeness of the information contained in these LP and confirm, having made all reasonable enquiries that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Mr. Eric Espitalier Noel Director Mr. Olivier Lagesse Director Page 4 of 49

5 Table of contents 1. INTERPRETATION AND DEFINITIONS... 7 Interpretation... 7 Definition PRINCIPAL TERMS PERTAINING TO THE NOTES THE SPONSOR Overview of the Sponsor THE ISSUER Overview of the Issuer Business model of the Issuer Immovable Properties Owned by the Issuer The Lease Pro-Forma balance sheet of the Issuer (after additional CAPEX) Outlook Working Capital THE TERMS AND CONDITIONS OF THE NOTES Rationale behind listing of the Notes Proceeds of the private placement Use of proceeds Form of the Notes Status of the Notes Security Package Interest Amortisation Rating of Senior Tranche Redemption Covenants, Undertakings, Representations and Warranties Negative Covenants Valuation Covenant Event of Default Consequences of Event of Default Listing of the Notes Taxation of the Notes and gains Further Issues Transfer of Notes Page 5 of 49

6 Liquidity Certificates to be final Data Collection and Protection Rights of Noteholders Notices Noteholders Representative and meetings of Noteholders Amendments to Terms and Conditions Prescription Governing Law Dispute Resolution RISK FACTORS Risks associated with the Issuer Risks associated with the Notes Risks associated with structure of the particular issue of Notes General risks TAXATION OF THE NOTES AND GAINS NO TAX OR PROFESSIONAL ADVICE DOCUMENTS AVAILABLE FOR INSPECTION ISSUER S THIRD PARTY INFORMATION Annex A Page 6 of 49

7 1. INTERPRETATION AND DEFINITIONS Interpretation Capitalised terms used herein and not otherwise defined shall have the same meaning as ascribed to them under these LP. Words denoting the singular number shall include the plural number also and vice versa and words importing the masculine gender shall include the feminine gender and vice versa. Definition In these LP the words in the first column of the following table shall bear the meanings set opposite them respectively in the second column, if not inconsistent with the subject or context. Accounting Principles In relation to the Issuer, the International Financial Reporting Standards issued or adopted by the International Accounting Standards Board Act The Companies Act 2001 Affiliate In relation to any person, a subsidiary/associate of that person or a holding company of that person or any other Subsidiary/Associate of that holding company Agency and Security Sharing Agreement The agreement executed on the 15 th of November 2016 between the Issuer and the Noteholders Representative in accordance with Section 121 of the Companies Act. The agreement prescribes the waterfall treatment applicable to holders of Senior Tranche and Junior Tranche in relation to payments of proceeds recoverable by virtue of the Security Package. Aggregate Nominal Amount Applicable Procedures Associate The total nominal Amount raised pursuant to the Private Placement The rules, guidelines and operating procedures of the SEM and/ or CDS, as the case may be Has the same meaning ascribed to it under the Accounting Principles Assignment Agreement Has the meaning ascribed to that term in paragraph Business Day Business Day Convention CDS Any day (other than a Saturday or Sunday or public holiday) on which commercial banks are normally open for business in Mauritius If any date referred to in these LP would otherwise fall on a day that is not a Business Day, such date shall be postponed to the next day that is a Business Day The Central Depository & Settlement Co. Ltd. Charge Document Has the meaning ascribed to that term in paragraph Page 7 of 49

8 Control Day Count Fraction Default Interest Rate Directors Has the same meaning as under the Act and Controls, Controlled and similar expressions shall be construed accordingly Actual/365 In relation to overdue amounts, 2% per annum which applies over and above the Interest Rate The Directors of the Issuer Event of Default An event of default by the Issuer as set out in paragraph 5.14 Financial Indebtedness In relation to the Issuer, any indebtedness for or in respect of: a) moneys borrowed; b) any amount raised by acceptance under any credit facility; c) any amount raised (other than under the PPM) pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; d) the amount of any liability as lessee in respect of any lease or hire purchase contract which would, in accordance with relevant Accounting Principles, be treated as a finance or capital lease; e) any advance payment or other trade credit received more than 60 days before the scheduled delivery date for the consignment of goods to which it relates; f) receivables sold or discounted (other than any receivables sold on a non-recourse basis); g) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; h) any amount raised pursuant to an arrangement whereby an asset sold or otherwise disposed of by the relevant person may be leased or re-acquired by that person or an Affiliate of that person (whether following the exercise of an option or otherwise); i) any counter-indemnity or reimbursement obligation in respect of any guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; j) any shares which are expressed to be redeemable; and k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above Page 8 of 49

9 First Interest Payment Date In respect of the : Junior Tranche : 30 March 2017 Senior Tranche : 30 June 2017 (subject to adjustment in accordance with the Business Day Convention) FSC The Financial Services Commission of Mauritius Immovable Properties means the assets specified in paragraph 4.3 Insolvency Proceedings Interest Amount Any of the proceedings referred to in the Insolvency Act 2009 (as amended) The amount of interest payable in respect of each Note, as determined in accordance with paragraph Interest Payment Date means the date(s) specified in paragraph Interest Period The period beginning on (and including) the Payment Date and ending on (but excluding) the First Interest Payment Date, and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date Interest Rate Has the meaning ascribed to it in paragraph Issue Date means the date on which the Notes has been issued by the Issuer, such date being 12 January 2017 Issue Price per Note Senior Tranche : MUR 100,000 Junior Tranche : MUR 1,000 Issuer Junior Tranche LCIA-MIAC Lease Agreement Commercial Investment Property Fund Limited A category of Notes which is junior to the Senior Tranche but senior to all other creditors. Interest to the Junior Tranche holders must be paid by the Issuer after the Senior Tranche has been paid but before all other creditors. In a liquidation scenario, the Aggregate Nominal Amount due on the Junior Tranche will be paid only after the Senior Tranche has recovered its Aggregate Nominal Amount in full but before all other creditors, as per the process outlined in the Agency and Security Sharing Agreement The dispute resolution procedures under the London Court International Arbitration Mauritius International Arbitration Centre Means the agreement to be entered into between the Issuer and each tenant for the purpose of leasing the Immovable Properties. The key terms of the Lease Agreement are outlined in paragraph 4.4 Maturity Date 12 January 2027 MCB The Mauritius Commercial Bank Limited Page 9 of 49

10 Noteholders Noteholders Representative Notes The holders of Notes as recorded (i) before the listing, by the Registrar; and (ii) upon listing, by the CDS Fincorp Investment Limited or such other person appointed in that capacity by the Issuer Secured Floating Rate Notes Nominal Amount Senior Tranche : MUR 400,000,000 Junior Tranche : MUR 160,000,000 Permitted Indebtedness Indebtedness incurred by the Issuer for the maintenance and refurbishment of the Immovable Properties but capped to MUR 60,000,000 PPM means the private placement memorandum dated 12 December 2016 (as amended on 21 December 2016) issued by the Company pursuant to the Private Placement Private Placement Rating Registrar Registrar Agreement Reference Rate Repo Secured Floating Rate Notes Security Interest Security Package SEM Senior Tranche means the placement of the Notes with investors pursuant to the PPM With respect to the Senior Tranche, a rating provided by CARE Ratings (Africa) Ltd, a nationally recognized rating agency authorized and regulated by the Financial Services Commission Harel Mallac Corporate Services Ltd appointed under the Registrar Agreement The agreement entered into by the Issuer and the Registrar on or about the date hereof for the purposes of appointing the latter as calculation agent, and registrar and transfer agent pertaining to the issue of the Notes The Repo, as determined by The Bank of Mauritius The repo rate as set from time to time by the Bank of Mauritius or any successor rate as determined by the Bank of Mauritius Collectively the Senior Tranche and the Junior Tranche issued by the Issuer pursuant to the Private Placement and having the specific terms set forth herein Any mortgage, charge, encumbrance, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement (whether conditional or otherwise) having or intended to have a similar effect The Security Interests granted by the Issuer over its assets to secure its repayment under the Notes and listed in paragraph 5.6 The Stock Exchange of Mauritius Ltd A category of the Notes which benefit from a priority interest payment from the Issuer. Interest to the Senior Page 10 of 49

11 Tranche holders will be paid by the Issuer prior to all other creditors, including, inter alia, the Junior Tranche holders. In a liquidation scenario, the Aggregate Nominal Amount due on the Senior Tranche will be paid in full ahead of the Junior Tranche holders and all other creditors, as per the process outlined in the Agency and Security Sharing Agreement Shortfall Undertaking Means the parental guarantee given by the Sponsor to the Noteholders Representative for the benefit of the Noteholders, copies of which are annexed to these LP. Sophisticated Investors Has the meaning ascribed to it in the Securities Act 2005 Subsidiary Tranche Total Aggregate Nominal Amount Transaction Documents Has the meaning ascribed to it in the Accounting Principles Any of Senior Tranche or Junior Tranche The amount raised by the Company pursuant to the Private Placement, such amount being MUR 560,000,000 The following documents: a) these LP (together with all schedules hereto); b) the Charge Documents; c) the Assignment Agreement; d) the Agency and Security Sharing Agreement; and e) any other document designated a "Transaction Document" by the Issuer and the Noteholders Representative US Person a) any natural person resident in the United States, including any U.S. resident who is temporarily outside the United States; b) any corporation, partnership, limited liability company or other entity organised or incorporated under the laws of the United States; c) any estate of which any executor or administrator is a U.S. Person; d) any trust of which any trustee is a U.S. Person; e) any agency or branch of a foreign entity located in the United States; f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident, in the United States; and Page 11 of 49

12 h) any corporation, partnership, limited liability company or other entity if (1) organised or incorporated under the laws of any non-u.s. jurisdiction and (2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) promulgated under the U.S. Securities Act) which are not natural persons, estates or trusts Notwithstanding the foregoing, the following persons do not constitute U.S. Persons for purposes of these LP: i) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-u.s. Person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident, in the United States; j) any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if (i) an executor or administrator of the estate which is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate and (ii) the estate is governed by non- U.S. law; k) any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person; l) an employee benefit plan established and administered in accordance with the laws of a country other than the United States and customary practices and documentation of such country; m) any agency or branch of a U.S. Person located outside the United States if (i) the agency or branch operates for valid business reasons and (ii) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and n) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organisations, their agencies, affiliates and pension plans Page 12 of 49

13 2. PRINCIPAL TERMS PERTAINING TO THE NOTES Nature of Instruments Issuer Sponsor Currency Purpose of the issue Aggregate Amount Nominal Total Aggregate Nominal Amount Nominal and Issue Price per Note Tenor Interest Rate Redemption Price at Maturity Early Redemption at the option of the Issuer Early Redemption at the option of Noteholders Amortisation schedule and frequency Senior Tranche Junior Tranche Secured Floating Rate Notes (the Notes ) Commercial Investment Property Fund Limited ENL Commercial Limited Mauritius Rupees ( MUR ) The proceeds from the issue of the Notes have been used to pay the selected subsidiaries of the Sponsor for the purchase of the respective Immovable Properties (as described in paragraph 4.3). The subsidiaries have then used the proceeds to repay their existing debt facilities (in accordance with paragraph 5.3). Any resultant amount is being used by the Issuer for the expansion of the Nabridas building MUR 400,000,000 MUR 160,000,000 MUR 560,000,000 MUR 100,000 MUR 1,000 Reference Rate % p.a. (currently totaling 6.00% p.a.) 100% of Nominal Amount per Note 10 years Reference Rate % p.a. (currently totaling 7.00% p.a.) At any time after the 5 th anniversary of the Issue Date at a price per Note equal to the Nominal Amount Not applicable None Amortised on a semi-annual basis according to the following schedule: (a) 5% of the Aggregate Nominal Amount on the 6 th anniversary; (b) 6% of the outstanding Nominal Amount on the 7 th anniversary; (c) 8% of the outstanding Nominal Amount on the 8 th anniversary (d) 10 % of the outstanding Nominal Amount on the 9 th anniversary (e) 12% of the outstanding Nominal Amount on the 10 th anniversary Page 13 of 49

14 Interest Payment Date Semi-annually in arrears on 30 June and 30 December each year Quarterly in arrears on 30 March, 30 June, 30 September and 30 December each year Date of Issue of the Notes 12 January 2017 First Date of Trading 30 March 2017 Form of the Notes Status of the Notes Security Package Rating On the first day of trading of the Notes on the Official Market of the SEM, the Issuer has undertaken to make available at least 50 notes of the Senior Tranche and at least 100 notes of the Junior Tranche at an indicative price of MUR 108, for the Senior Tranche and MUR 1, for the Junior Tranche The Notes are in inscribed form. Legal ownership (previously reflected in book entries recorded by the Registrar on the Register) will, post the listing on the Official Market of the SEM, be reflected in book entries recorded by the CDS and such records shall constitute the definitive evidence of the title of the Noteholder to the number of Notes shown in his CDS account The Notes constitute secured debt obligations of the Issuer and accordingly rank: a) senior to all creditors of the Issuer, whether secured, unsecured, subordinated or unsubordinated; (a) senior to holders of all classes of share capital of the Issuer; and (b) as between the Tranches: (i) the Senior Tranche shall, in all respects, rank senior to the Junior Tranche and shall, as between themselves, rank pari passu; and (ii) the Junior Tranche shall, in all respects, rank junior to the Senior Tranche and shall, as between themselves, rank pari passu. The Notes are secured by way of: (a) A fixed charge over all the assets of the Issuer; (b) An assignment of receivables under the Lease Agreements; and (c) The Shortfall Undertaking. CARE Ratings (Africa) Ltd has assigned a provisional rating of CARE MAU A-(SO) Stable to the Senior Tranche. Total Asset Value MUR 672,300,000 as specified in paragraph 4.5 Loan to Value 83%, calculated in accordance with paragraph Noteholders Representative Fincorp Investment Limited Not applicable Page 14 of 49

15 Taxation Registrar, Transfer and Calculation Agent Governing Law Dispute Resolution Following the listing, under current legislations, the following would apply: o interest paid by the Issuer to a Noteholder which is a resident company is subject to income tax at the current rate of 15% p.a. o interest paid by the Issuer to a Noteholder who is an individual, société, succession or non-resident company, is exempt from income tax. o where interest is paid to a Noteholder (other than an individual, société, succession or non-resident company) which is a non-resident, the Issuer will be required by the Income Tax Act to deduct income tax at the current rate of 15% p.a. (subject to any double taxation agreement in force between Mauritius and the foreign country where the Noteholder is resident) Harel Mallac Corporate Services Ltd The laws of the Republic of Mauritius As per LCIA-MIAC procedures Page 15 of 49

16 3. THE SPONSOR Overview of the Sponsor ENL Commercial Limited ( ENLC or the Sponsor ), is a public company incorporated in 1979 and forms part of the ENL group of companies. The Sponsor currently operates under three main segments: Automotive, Industry & Manufacturing, Trading Services & Investments, and is diversifying into property investments with the creation of the Issuer, as detailed in the organizational structure below Summarised organisational structure of the Sponsor Board of Directors of the Sponsor Eric Espitalier-Noël (57 years), Chief Executive Officer, Executive Director Eric Espitalier-Noël previously worked with De Chazal Du Mée & Co, Chartered Accountants in Mauritius. He joined the ENL group of companies in 1986 and is currently the Chief Executive Officer of ENL Commercial Limited. Eric Espitalier-Noël has an extensive experience in the commercial and hospitality sectors being a board member of various companies evolving in those sectors. Qualifications: Bachelor of Social Science, MBA Committee: Member of the Corporate Governance Committee Directorship in listed companies: Automatic Systems Limited, ENL Land Ltd, ENL Limited, Les Moulins de la Concorde Ltée, Livestock Feed Limited, Rogers and Company Limited, Tropical Paradise Co Ltd (Alternate Director) Nationality: Mauritian Residential Address: Royal road, Helvetia, St Pierre Gérard Garrioch (61 years), Chairman, Independent Non-Executive Director Page 16 of 49

17 Gérard Garrioch started his career with the Harel Frères group (now Terra) in 1978 working in the alcohol distillation company as production manager then as a Manager. He then left to manage Cernol Chemicals Ltd in 1981 and became one of the owners after a management buyout in Gérard Garrioch is the Executive Chairman of the Cernol group of Companies, a specialty chemicals group and a non-executive chairman of Cie de Beau Vallon Ltée, a group which has interests in Agriculture (Sugar), Tourism and Property Development. He has been President of the Association of Mauritian Manufacturers (2001, 2002), President of the Mauritius Employers Federation (2004, 2005), Chairman of the Joint Economic Council from 2008 to 2009, member of the National Economic and Social Council (two years) and a member of the Human Resources Development Council. Gerard Garrioch was awarded an OSK by the President of the Republic of Mauritius for his contribution to the business community. Qualifications: BSc (Hons) Biochemistry (First class), MBA (Distinction) Committee: Chairman of the Corporate Governance Committee Directorship in listed companies: Southern Cross Tourist Company Limited, The Union Sugar Estates Co. Ltd. Edouard Espitalier-Noël (57 years), Non-Executive Director Edouard Espitalier-Noël started his career in the retail business of electronic equipment in 1987 as Sales Manager of JM Goupille a leader in its field. He then took over the General Management of Galaxy in 1995 and in 1996 was promoted as Managing Director of both JM Goupille and Galaxy. In 2008 Edouard Espitalier-Noël was promoted as Chief Retail Executive of the Cim group. He has now retired after some 30 years of service. Edouard Espitalier-Noël has a good experience in the trade and retail market of Mauritius. Qualifications: BSc (Hons) Electrical & Electronic Engineering Committees: Member of the Audit & Risk Management and Corporate Governance Committees. Directorship in listed companies: ENL Limited Gilbert Espitalier-Noël (52 years), Non-Executive Director Page 17 of 49

18 Gilbert Espitalier-Noël joined the Food and Allied group in 1990 and was appointed group Operations Director in He left the Food and Allied group in February 2007 to join the ENL group as executive director until June He is since July 2015 the Chief Executive Officer of New Mauritius Hotels Ltd. Gilbert Espitalier- Noël was President of the Mauritius Chamber of Commerce and Industry in 2001, of the Joint Economic Council in 2002 and 2003 and the Mauritius Sugar Producers Association in 2008 and Gilbert Espitalier-Noël possesses an extensive experience in the agro industrial, property and hospitality sectors. Qualifications: BSc University of Cape Town, BSc (Hons) Louisiana State University and MBA INSEAD. Directorship in listed companies: ENL Land Ltd, ENL Limited, Livestock Feed Limited, New Mauritius Hotels Ltd Hector Espitalier-Noël (58 years), Non-Executive Director Hector Espitalier-Noël previously worked with Coopers and Lybrand in London and with De Chazal du Mée in Mauritius. He is the Chief Executive Officer of ENL Limited and the ENL group since He is also the Chairman of New Mauritius Hotels Ltd and Bel Ombre Sugar Estate Ltd and a past chair of Rogers and Company Limited, the Mauritius Chamber of Agriculture, the Mauritius Sugar Producers Association and the Mauritius Sugar Syndicate. Hector Espitalier-Noël has a vast experience in the sugar cane industry, property, hospitality and financial services sectors being the Chairman and a board member of various companies evolving in those sectors. Qualifications: Member of the Institute of Chartered Accountants in England and Wales Committee: Member of the Corporate Governance Committee Directorship in listed companies: Ascencia Limited,ENL Land Ltd, ENL Limited, New Mauritius Hotels Limited, Rogers and Company Limited, Swan General Ltd, Swan Life Ltd, Tropical Paradise Co Ltd. Roger Espitalier Noël (62 years), Non-Executive Director Roger Espitalier Noël has headed the operational division of Floreal Knitwear until his nomination as General Manager in He retired in 2010 after 36 years of service. Roger Espitalier Noël was involved in the restructuring and relaunch of the Malagasy Production Units after the political unrest of 2001 and as from 2008 acted as consultant for Ciel Textile Ltd where his activities were focused on the environmental, logistic, Page 18 of 49

19 utilities as well as the retail aspects of the Knits division. He is presently working for Ciel Ltd as Corporate Sustainable Advisor and also chairs its Environment & Social Committee. Qualifications: Certificate in Textile and Knitwear Technology Committee: Member of the Audit and Risk Management Committee Directorship in listed companies: ENL Land Ltd, ENL Limited, Ciel Limited, Ciel Textile Limited. Antoine Marrier D Unienville (56 years), Executive Director Antoine d Unienville joined Axess in 1989 and is currently the General Manager. Qualifications: BSocSci Economics (UCT), Degree from Science Po (Paris) No directorship in listed companies. Simon-Pierre Rey (64 years), Independent Non-Executive Director Simon Pierre has worked for some 25 years with Ireland Blyth Limited in the finance field until his retirement in December During this period, he has occupied important ranks within IBL, notably as the group Finance Director/Controller, Company Secretary and Chief Operating Officer, amongst others. Furthermore, he was a Board member of various companies within the Ireland Blyth group, whilst serving on several board committees of these entities, namely the Audit and the Corporate Governance Committees. He is a non-executive director of MCB Ltd since He is currently Chairperson of the Conduct Review Committee, whilst being a member of the Audit Committee and of the Nomination and Remuneration Committee. Qualifications: BA (Honours) in Economics and Chartered Accountant (UK) Committee: Chairman of the Audit and Risk Management Committee Directorship in listed companies: MCB Group Limited Page 19 of 49

20 4. THE ISSUER Overview of the Issuer The Issuer is a public company incorporated on 18 July 2016 in Mauritius and, as a wholly owned subsidiary of the Sponsor, forms part of ENL group of companies. The duration of the Company is unlimited. In light with the rapid changes in the industry, the Sponsor and its management team have completed a strategic review of their operations. A critical part of this strategy is to streamline the business models and optimise the finance costs. This entails amongst other things, the transfer of immovable properties previously owned by selected subsidiaries of the Sponsor to a dedicated property vehicle, Commercial Investment Property Fund Limited, the Issuer. The proceeds of the Notes issue pursuant to the Private Placement have been used to finance the acquisition of the Immovable Properties specified in paragraph Board of Directors of the Issuer Eric Espitalier-Noël, Director Please refer to biography in paragraph Olivier Lagesse, Director Olivier is the Director of CIPF and Chief Operating Officer of ENLC. He has previously worked with TSI Portfolio Investment Managers. Qualifications: Degree in IT & Social Sciences, Montpellier University, France Nationality: Mauritian Residential Address: Domaine de Belle, Vue Lot No.11, Allee De la Petite Savane, Mapou Paul Tsang, Director Paul joined ENL Limited in December 1994 after a nine year stint with De Chazal Du Mée. He has extensive experience in preparation of consolidated financial statements, feasibility studies and structured debt financing. He is also the Chief Financial Officer of ENL group. Nationality: Mauritian Residential Address: 87, Morcellement Gentilly, Moka Virginie Corneillet, Director Virginie became part of ENL in 2010 as Head of Legal and Corporate Affairs and is now Head of Corporate Services. Besides managing the team providing corporate services to Page 20 of 49

21 ENL subsidiaries, she is also involved in mergers and acquisitions, corporate transactions and corporate governance matters. She also oversees corporate communication. Virginie worked at Groupe Mon Loisir (now known as IBL) and started her career at Soulier & Associés, a French law firm based in Paris and Lyons, France. Qualifications: Maîtrise en Droit des Affaires from the University of Paris V (France). Nationality : Mauritian Residential Address : Old Mill Lane, Morcellement Swan, Pereybere Directors interest Insofar as is known to the Issuer, the directors, the chief executive officer of the Issuer and any of their associates (as known to each director having made all reasonable enquiries) have no interests in the equity or debt securities of the Issuer Material interest There are no contract or arrangement subsisting at the date of these LP in which a director of the Issuer is materially interested and which is significant in relation to the business of the Sponsor and its group of companies Loans and guarantees to Directors As at date of these LP, the Issuer has not granted any loans and/or guarantees to its Directors Legal and arbitration proceedings The Issuer is not in the presence of any legal or arbitration proceedings which may have or have had in the past 12 months (with respect to the date of these LP), a significant effect on the Issuer s financial position and there are no pending legal or arbitration proceedings which may have a significant effect on the Issuer s financial position. Business model of the Issuer Yielding property fund The Issuer is a yielding property company, having a business line as specified hereunder Sources of revenues of the Issuer Further to the transfer of the Immovable Properties to the Issuer, the latter benefits from an asset base of MUR 672,300,000 and will operate under a sale and leaseback model. Page 21 of 49

22 The Immovable Properties will generate a rental income (the Rental Income ) of MUR 42,731,000 in the first full year of operation (financial year ending June 2018), as per paragraph The Rental Income is linked to inflation. Thus, it is anticipated that by the Maturity Date, the annual Rental Income is expected to reach c. MUR 53,000,000, assuming an inflation rate of 3% p.a. over the period. Please refer to paragraph for more details on the key terms of the Lease Agreements. Immovable Properties Owned by the Issuer The proceeds of the Notes issue has been mainly used by the Issuer for the acquisition of the following immovable properties (collectively the Immovable Properties ): Transferor Occupier Location Area (Sqm) *Consideration (MUR 000) Axess Axess Pailles 26, ,370 Grewals Grewals Pailles 37, ,270 ENL Commercial Cogir St Pierre 6,149 75,000 1 Plastinax Plastinax St Pierre 21,510 79,930 ENL Commercial Nabridas Petite Rivière 15,587 60,200 1 Packestate Plaine des Papayes Properties Pack Plastic and L Epongerie Box Manufacturing Pailles 6,752 39,080 Plaine des Papayes 5,042 22, ,300 *The value of the Immovable Properties were assessed by a certified practising valuer (Australia) and Registered Valuer (API Membership registration number ) appointed by the Sponsor. The valuation considerations take into account inter alia the location of the site, the physical conditions of the buildings, the level of maintenance and wear and tear The Immovable Properties (excluding Nabridas and Cogir buildings) have been purchased by the Issuer for a total consideration of MUR 537,100,000 (the Consideration ) and such Consideration has been financed by the proceeds of the Notes issue. The Nabridas and Cogir buildings have been transferred by the Sponsor to the Issuer in exchange for shares in the Issuer. The balance of funds left in the Issuer will be used to inter alia finance the building improvement works in Nabridas, as per paragraph 5.3. The Lease The Tenants 1 The Sponsor will transfer to the Issuer the Cogir and Nabridas buildings in consideration for equity. The value of Nabribas building includes CAPEX of MUR 25m. Page 22 of 49

23 The Issuer has entered into a lease agreement with Axess, Grewals, Nabridas, Cogir, Box Manufacturing, Plastinax, and Indoor & Outdoor Living (previously known as L Epongerie) for the purpose of leasing the Immovable Properties Key Terms of the Lease Agreement The key terms of the Lease Agreements are as follows: (a) The Lease Agreements pertaining to Axess, Grewals, Plastinax, Indoor & Outdoor Living and Box Manufacturing commenced on the 13 January 2017 and will last for at least 20 years. (b) The Lease Agreement pertaining to Nabridas also started on the 13 January 2017 and will last for at least 20 years. The initial monthly rent is currently MUR 250,000. The rent will be revised upon completion of the building improvement works and will be set to MUR 380,000 per calendar month (the Step Increase ). The building improvement works are expected to be completed within 9 months from the Issue Date. (c) The Lease Agreement pertaining to Cogir commenced on the 13 January 2017 and will last for at least 17 years. (d) Save for Cogir, the rental income is set to evolve according to the following: (i) During the first three years, the rental income shall remain unchanged; (ii) Thereafter, rents shall rise by a maximum of 3.5% p.a or inflation (as published by the Consumer Price Index, subject to a maximum of 10% p.a); (iii) After the Step Increase, the rental income pertaining to Nabridas will evolve in accordance with (i) and (ii) above. (e) With respect to Cogir, the rent payable shall increase by the cumulative rate of increase of the consumer price index every 3 years, subject to a cap of 20% during that period. (f) All leases are triple-net, i.e. the tenant pays all real estate taxes, building insurance and maintenance The Rental Income Page 23 of 49

24 Expected Annual Rental Income FY18 MUR 000 Axess 16,200 Grewals 6,600 Cogir 6,311 Plastinax 4,800 Nabridas 4,560 Indoor & Outdoor Living 2,640 Box Manufacturing 1,620 Total Rent 42, The Issuer will, through an asset management agreement with the Sponsor, manage and optimise the Rental Income derived from the Immovable Properties The Company expenses which will be incurred by the Issuer will comprise primarily of fees payable to the Registrar, to the auditors, to the Noteholders Representative, the management fee, the annual listing fees, the surveillance fees and costs linked to the maintenance of the building (if applicable). Pro-Forma balance sheet of the Issuer (after additional CAPEX) Assets Value (MUR 000) Axess building 231,370 Grewals building 164,270 Cogir building 75,000 Plastinax building 79,930 Nabridas building 60,200 Indoor & Outdoor Living 39,080 Box Manufacturing building 22,450 Total Assets 672,300 Long-term Liabilities Senior Tranche Notes 400,000 Junior Tranche Notes 160,000 Total long-term liabilities 560,000 Equity 112,300 Total Liabilities and Equity 672, Loan to Value Loan to value at Issue Date amounts to 83% for the Notes. The Senior Tranche had a loan to value of 60% at Issue Date. Page 24 of 49

25 Outlook Given the Issuer s income is linked to property assets leased to tenants operating in different sector of activity, the rental income of the Issuer is well diversified. Also, based on the key terms of the Lease Agreements, rental income is protected against a loss in value (inflation indexed). In addition to the foregoing, given the evolution of the Rental Income (as specified in paragraph above) and the cost structure of the Issuer as specified in paragraph above, the Issuer is expected to maintain an average comfortable EBITDA margin over the lifetime of the Notes. Working Capital The Company is, as more specifically described in this paragraph 4, a commercial investment property company. Working capital is not, and is not expected to be, given nature of the business of the Issuer, relevant in the business model of the Company. Page 25 of 49

26 5. THE TERMS AND CONDITIONS OF THE NOTES Rationale behind listing of the Notes As approved by the Board, the Notes were issued by way of a private placement to sophisticated investors, corporate investors and such other persons as was designated as eligible by the Issuer. The Notes have not been made available in whole or in part to the public prior to the listing date. Application is now being made for the listing of the Notes on the Official Market of the SEM to provide liquidity to the Noteholders. These LP are based on the PPM, with some amendments (but no material changes) made to ensure compliance with the Listing Rules of the SEM. Proceeds of the private placement The Total Aggregate Nominal Amount of MUR 560,000,000 is as follows: No of Notes Nominal Amount per Note Total Senior Tranche 4, , ,000,000 Junior Tranche 160,000 1, ,000,000 Total 560,000,000 Use of proceeds The proceeds from the issue of the Notes has been used pay the selected subsidiaries of the Sponsor for the purchase of the respective Immovable Properties by the Issuer. The subsidiaries have used the proceeds to repay existing bank facilities. Any resultant amount is being used for the expansion of the Nabridas building. Form of the Notes The Notes have been issued in inscribed form and accordingly no certificates have been issued. Legal ownership of the Notes is, upon listing, reflected in book entries recorded by the CDS and such records shall constitute the definitive evidence of the title of the Noteholder to the number of Notes shown in its CDS account. On transfer of the Notes, title thereto shall pass upon compliance with the transfer procedures set forth in paragraph Status of the Notes The Notes constitutes secured debt obligations of the Issuer and accordingly rank: Page 26 of 49

27 (a) senior to all creditors of the Issuer, whether secured, unsecured, subordinated or unsubordinated; (b) senior to holders of all classes of share capital of the Issuer; and (c) as between the Tranches: (i) the Senior Tranche shall, in all respects, rank senior to the Junior Tranche and shall, as between themselves, rank pari passu; and (ii) the Junior Tranche shall, in all respects, rank junior to the Senior Tranche and shall, as between themselves, rank pari passu. Security Package As security for the repayment of all amounts due or that may be due by the Issuer, the Issuer: (a) has granted, with respect to the Immovable Properties, the following Security Interests: i. A first rank fixed charge in respect each of the Immovable Properties. In that respect, the Issuer entered into a fixed charge instrument (the Charge Document ) with the Noteholders Representative to the benefit of the Noteholders; and ii. An assignment of all rent and other receivables arising or that may arise under the Lease Agreements. In that respect, the Issuer entered an assignment agreement (the Assignment Agreement ) with the Noteholders Representative to the benefit of the Noteholders. (b) has arranged for the issuance of the Shortfall Undertaking by the Sponsor, copies of which are annexed to these LP. The Shortfall Undertaking is an undertaking given by the Sponsor to maintain an amount equivalent to 6 months interest payment (the Reserve Account ). The Reserve Account will be available to the Noteholders (acting through the Noteholders Representative) in the event the Issuer is unable to meet interest payment. The Shortfall Undertaking will remain valid for the duration of the Notes The rights of the Noteholders to the Security Package are vested in the Noteholders Representative who shall administer those Security Interests according to the terms and conditions specified in the Agency and Security Sharing Agreement especially pertaining to the waterfall distribution provided therein. Interest Interest Rate Page 27 of 49

28 The Notes bear interest until repaid or redeemed from the Issue Date at the following rate of interest and will be payable in arrears on each Interest Payment Date: in respect of the Senior Tranche, Reference Rate % p.a. (currently totalling 6.00% p.a.) in respect of the Junior Tranche, Reference Rate % p.a. (currently totalling 7.00% p.a.). If during the course of an Interest Period, there is a change in the Reference Rate, the Interest Rate for that Interest Period will be calculated using the weighted average of the Reference Rate for that Interest Period based on the actual number of days elapsed (including the first day and excluding the last day in the Interest Period) Interest Payment Date The Interest Payment Dates shall be determined as follows: For the Senior Tranche, interest shall be payable semi-annually in arrears and will occur on 30 June and 30 December of each year starting on the 30 June 2017 (subject to adjustment in accordance with the Business Day Convention); and For the Junior Tranche, interest shall be payable quarterly and will occur on the 30 March, 30 June, 30 September and 30 December of each year starting on 30 March 2017 (subject to adjustment in accordance with the Business Day Convention). For both the Senior Tranche and the Junior Tranche, interest will be payable in arrears based on the respective outstanding Aggregate Nominal Amount. Interest will be paid on each Interest Payment Date to Noteholders on the Register on the date falling three (3) days prior to the relevant Interest Payment Date in respect of the period ending on that Interest Payment Date. Interest shall accrue at the Default Interest Rate on any amount which is due but remained unpaid (after as well as before judgment) until paid Calculation of Interest Amount For each Interest Period, the interest amount payable (the Interest Amount ) will be calculated by multiplying the applicable Interest Rate by the then applicable outstanding Aggregate Nominal Amount, then multiplying the product by the applicable Day Count Fraction and rounding the resultant figure to the nearest cent. Amortisation (a) Without prejudice to the Issuer s ability to early redeem the Senior Tranche, there shall be no amortisation for the Senior Tranche. Page 28 of 49

29 (b) For the Junior Tranche, as from the 5 th anniversary of the Issue Date, the amortisation of the Outstanding Nominal Amount shall be as per the table below: Anniversary of Issue Date Outstanding Nominal Amount at the start of the anniversary (MUR) 5th 160,000, th 160,000,000 7,900,000 7th 152,100,000 8,989,110 Amount Paid (MUR) 8th 143,110,890 11,219,894 9th 131,890,996 12,859,372 10th 119,031,624 13,855,281 Rating of Senior Tranche The rating agency CARE Ratings (Africa) Private Limited («CRAF») is incorporated in Mauritius with the objective of providing credit ratings and related services in Mauritius and other geographies in Africa. CRAF holds the licence of a Credit Rating Agency from the Financial Services Commission and is the first credit rating agency in Mauritius. It is also recognized by Bank of Mauritius as External Credit Assessment Institution (ECAI) from May 9, CARE Ratings (Africa) is partly owned by CARE Ratings India. CARE Ratings India has more than 23 years of track record in providing high quality credit rating and related services, will provide technical support in the areas such as rating systems and procedures, methodologies, etc. to CRAF on an ongoing basis Rating at Issue Date CRAF has assigned a provisional rating of CARE MAU A-(SO) Stable to the Senior Tranche. Investors are invited to consult the rating on the official website of CRAF on Rating Surveillance During the life of the Senior Tranche, CRAF shall perform an annual monitoring of its performance. Accordingly, the rating may be upgraded or downgraded. The conclusion of this annual review will be communicated by CRAF to the general public on its website, Page 29 of 49