SUN LIMITED (FORMERLY KNOWN AS SUN RESORTS LIMITED)

Transcription

1 SUN LIMITED (FORMERLY KNOWN AS SUN RESORTS LIMITED) LISTING PARTICULARS Listing particulars pursuant to the listing rules ( Listing Rules ) of the Stock Exchange of Mauritius ( SEM ), in respect of the listing by way of introduction of the following eight tranches of notes issued by Sun Limited (the Notes ): (a) Tranche FRNMUR5Y, comprising 814,756 notes of Nominal Value MUR 1,000; (b) Tranche FLRNMUR5Y, comprising of 322,000 notes of Nominal Value MUR 1,000; (c) Tranche FRNMUR7Y, comprising of 958,276 notes of Nominal Value MUR 1,000; (d) Tranche FLRNMUR7Y, comprising of 336,020 notes of Nominal Value MUR 1,000; (e) Tranche FRNEUR4Y, comprising of 37,696 notes of Nominal Value EUR 1,000; (f) Tranche FLRNEUR4Y, comprising of 15,955 notes of Nominal Value EUR 1,000; (g) Tranche FRNMUR61.5M, comprising of 26,868 notes of Nominal Value MUR 10,000; and (h) Tranche ZCNMUR61.5M, comprising of 20,739 notes of Nominal Value MUR 10,000 Listing Particulars dated 17 April 2017 Page 1 of 45

2 SUN LIMITED ( SUN, the Issuer or the Company ) (Incorporated in the Republic of Mauritius BRN: C ) Registered office: 5 th Floor, Ebène Skies, Rue de l Institut, Ebène, Mauritius Listing Particulars in respect of: The listing by way of introduction of the following eight tranches of Notes issued by Sun Limited on the Official Market of the SEM: a) Tranche FRNMUR5Y, comprising 814,756 notes of Nominal Value MUR 1,000; b) Tranche FLRNMUR5Y, comprising of 322,000 notes of Nominal Value MUR 1,000; c) Tranche FRNMUR7Y, comprising of 958,276 notes of Nominal Value MUR 1,000; d) Tranche FLRNMUR7Y, comprising of 336,020 notes of Nominal Value MUR 1,000; e) Tranche FRNEUR4Y, comprising of 37,696 notes of Nominal Value EUR 1,000; f) Tranche FLRNEUR4Y, comprising of 15,955 notes of Nominal Value EUR 1,000; g) Tranche FRNMUR61.5M, comprising of 26,868 notes of Nominal Value MUR 10,000; and h) Tranche ZCNMUR61.5M, comprising of 20,739 notes of Nominal Value MUR 10, April 2017 LEC/I/01/2017 Transaction Advisor MCB Capital Markets Sponsoring Broker MCB Stockbrokers Ltd Page 2 of 45

3 NOTICES These Listing particulars ( LP ) should be read in their entirety. These LP include particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Issuer. An application for the listing of the Notes by way of introduction has been made under Chapter 18 Part B of the Listing Rules. The Notes had been offered and issued by way of a private placement on 4 November 2016 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 Permission has been granted by the Listing Executive Committee for the Notes to be admitted to listing on the Official Market of the SEM on 17 April A copy of these LP has been filed with the Financial Services Commission (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 the number notes (at the applicable indicative price) specified in paragraph 2. In relation to Tranche FRNMUR61.5M and Tranche ZCNMUR61.5M, the directors do not anticipate that an active secondary market will develop in relation to these Tranches. Neither the Listing Executive Committee (the LEC ) of the SEM, nor the SEM, nor 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. Unless otherwise expressed, figures in in these LP are rounded to one decimal place. 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. This LP does 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 has 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 February Neither the delivery of these LP nor any offer, allotment or issue of any Notes shall under any circumstances 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. Page 3 of 45

4 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 directors, whose names appear in paragraph 3.2 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. David ANDERSON Director Tommy Wong Director Page 4 of 45

5 Table of contents 1. INTERPRETATION AND DEFINITIONS Interpretation Definition PRINCIPAL TERMS PERTAINING TO THE NOTES THE ISSUER Overview of the Issuer Board of Directors of the Issuer Directors interest Material interest Loans and guarantees to Directors Shareholding Structure Rationale for Notes issue FINANCIAL TRENDS AND ANALYSIS Financial Highlights Working capital Material adverse change Outlook and FY17 Trading Prospects Legal and arbitration proceedings 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 Redemption Covenants to repay Negative Covenants Event of Default Listing of the Notes Further Issues Transfer of Notes Liquidity Certificates to be final Data Collection and Protection Page 5 of 45

6 5.18 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 General risks TAXATION OF THE NOTES AND GAINS NO TAX OR PROFESSIONAL ADVICE DOCUMENTS AVAILABLE FOR INSPECTION ISSUER S THIRD PARTY INFORMATION Page 6 of 45

7 1. INTERPRETATION AND DEFINITIONS 1.1 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. 1.2 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 Act Affiliate Agency Agreement Aggregate Nominal Amount Applicable Pricing Supplement Applicable Procedures Associate Business Day Business Day Convention CDS Control In relation to the Issuer, the International Financial Reporting Standards issued or adopted by the International Accounting Standards Board The Companies Act 2001, as may be amended from time to time 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 The agreement executed between the Issuer and the Noteholders Representative in accordance with Section 121 of the Companies Act. The total nominal amount raised pursuant to the Private Placement In relation to a Tranche of Notes, the pricing supplement completed and signed by the Issuer in relation to that Tranche of Notes, setting out the additional and/or other terms and conditions as are applicable to that Tranche of Notes, the content of which have been incorporated in these LP 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 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. Has the same meaning as under the Act and Controls, Controlled and similar expressions shall be construed accordingly Page 7 of 45

8 Day Count Fraction Directors EUR EURIBOR Actual/365 The directors of the Issuer, as may be changed from time to time in accordance with the constitution of the Issuer EURO The Euro Interbank Offered Rate Event of Default An event of default by the Issuer as set out in paragraph 5.11 Financial Indebtedness In relation to the Issuer, means any indebtedness, other than Permitted Financial 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 Private Placement) 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 First Interest Payment Dates 4 May 2017 and 4 November 2017 FSC Gearing Ratio The Financial Services Commission of Mauritius Means, in relation to the Group, interest-bearing loans and borrowings, net of cash and cash equivalents and advance payments expressed as a percentage of capital employed including all capital, reserves and the net debt of the Group. Page 8 of 45

9 Group means SUN and its subsidiaries Insolvency Proceedings Any of the proceedings referred to in the Insolvency Act 2009 (as amended from time to time) Interest Amount Interest Commencement Date The amount of interest payable in respect of each Tranche of Notes, as determined in accordance with paragraph Means the first date from which interest on the Notes started to accrue, such date being 4 November 2016 Interest Payment Date Means the date(s) specified in paragraph Interest Period In relation to a Tranche of Notes, the period beginning on (and including) the Interest Commencement 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 Issuer LCIA-MIAC Means the date on which the Notes were issued by the Issuer, such date being 4 November 2016 Sun Limited The dispute resolution procedures under the London Court International Arbitration Mauritius International Arbitration Centre Maturity Date Tranche FRNMUR5Y : 4 th November 2021 Tranche FLRNMUR5Y : 4 th November 2021 Tranche FRNMUR7Y : 4 th November 2023 Tranche FLRNMUR7Y : 4 th November 2023 Tranche FRNEUR4Y : 4 th November 2020 Tranche FLRNEUR4Y : 4 th November 2020 Tranche FRNMUR61.5M : 15 th December 2021 Tranche ZCNMUR61.5M : 15 th December 2021 MUR Noteholders Noteholders Representative Nominal Value Notes Means Mauritian Rupees, the currency of the Republic of Mauritius 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 as may be appointed in that capacity by the Issuer In relation to: Tranche FRNMUR5Y: MUR 1,000; Tranche FLRNMUR5Y: MUR 1,000; Tranche FRNMUR7Y: MUR 1,000; Tranche FLRNMUR7Y: MUR 1,000; Tranche FRNEUR4Y: EUR 1,000; Tranche FLRNEUR4Y : EUR 1,000; Tranche FRNMUR61.5M: MUR 10,000; and Tranche ZCNMUR61.5M : MUR 10,000 Collectively Tranche FRNMUR5Y, Tranche FLRNMUR5Y, Tranche FRNMUR7Y, Tranche FLRNMUR7Y, Tranche FRNEUR4Y, Tranche Page 9 of 45

10 FLRNEUR4Y, Tranche FRNMUR61.5M and Tranche ZCNMUR61.5M Notes Proceeds MUR Five Billion Permitted Indebtedness Means : (a) Financial Indebtedness incurred/contracted by the Issuer and existing before the date of the Programme Memorandum and includes amounts raised pursuant to the Private Placement; (b) Any overdrafts or other facilities incurred/utilised in the ordinary course of business to cater inter alia for the cyclical nature of the hospitality sector; or (c) Such other Financial Indebtedness that the Issuer and the Noteholders Representative may from time to time categorise as Permitted Financial Indebtedness Programme Memorandum Private Placement Registrar Registrar Agreement Repo Security Interest Security Package SEM means the private placement memorandum dated 18 October 2016 (as amended on 1 November 2016) (together with the Applicable Pricing Supplements) issued by the Issuer pursuant to the Private Placement means the placement of the Notes with investors MCB Registry and Securities Ltd The agreement entered into by the Issuer and the Registrar for the purposes of appointing the latter as calculation agent, and registrar and transfer agent pertaining to the issue of the Notes The Repo Rate as set from time to time by BoM or any successor rate as determined by the BoM 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 Sophisticated Investors Has the meaning ascribed to it in the Securities Act 2005 Specified Currency Tick Size In relation to Tranche FRNMUR5Y: MUR; Tranche FLRNMUR5Y: MUR; Tranche FRNMUR7Y: MUR; Tranche FLRNMUR7Y: MUR; Tranche FRNEUR4Y: EUR; Tranche FLRNEUR4Y: EUR ; Tranche FRNMUR61.5M: MUR; and Tranche ZCNMUR61.5M: MUR refers to the minimum yield variation set by the SEM, as set out in the SEM s Trading Procedures Page 10 of 45

11 Transaction Documents The following documents: a) these LP (together with all schedules hereto, if any); b) the instrument creating the Floating Charge; c) the Agency Agreement; and d) 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 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 Page 11 of 45

12 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 USD Tranche FRNMUR5Y Tranche FLRNMUR5Y Tranche FRNMUR7Y Tranche FLRNMUR7Y Tranche FRNEUR4Y Tranche FLRNEUR4Y Tranche FRNMUR61.5M Tranche ZCNMUR61.5M United States Dollar A tranche of the Notes which are denominated in MUR, bear fixed rates and have a term of 5 years A tranche of the Notes which are denominated in MUR, bear floating rates and have a term of 5 years A tranche of the Notes which are denominated in MUR, bear fixed rates and have a term of 7 years A tranche of the Notes which are denominated in MUR, bear floating rates and have a term of 7 years A tranche of the Notes which are denominated in EUR, bear fixed rates and have a term of 4 years A tranche of the Notes which are denominated in EUR, bear floating rates and have a term of 4 years A tranche of the Notes which are denominated in MUR, bear fixed rates and have a term of 61.5 months A tranche of the Notes which are zero coupon notes, denominated in MUR and have a term of 61.5 months Page 12 of 45

13 2. PRINCIPAL TERMS PERTAINING TO THE NOTES FRNMUR5Y FLRNMUR5Y FRNMUR7Y FLRNMUR7Y FRNEUR4Y FLRNEUR4Y FRNMUR61.5M ZCNMUR61.5M Nature of Instruments Issuer Secured multicurrency notes (the Notes ) Sun Limited Currency MUR MUR MUR MUR EUR EUR MUR MUR Use of proceeds To refinance existing financial liabilities which have been mainly contracted to finance the Group s recent acquisitions, renovations and reorganisation (as described in paragraph 5.3). Aggregate Nominal Amount MUR 814,756,000 MUR 322,000,000 MUR 958,276,000 MUR 336,024,000 EUR 37,696,000 EUR 15,955,000 MUR 268,684,000 MUR 207,390,000 Issue Price per Note Nominal per Note MUR 1,000 MUR 1,000 MUR 1,000 MUR 1,000 EUR 1,000 EUR 1,000 MUR 10,000 MUR 7, MUR 1,000 MUR 1,000 MUR 1,000 MUR 1,000 EUR 1,000 EUR 1,000 MUR 10,000 MUR 10,000 Tenor 5 years 7 years 4 years 5 Years Interest Rate 6 % p.a. Repo Rate plus 1.3 % p.a. (currently at 5.3 %) 6.5 % p.a. Repo Rate plus 1.7 % p.a. (currently at 5.7 %) 4.5 % p.a. EURIBOR 1 plus 4% p.a. (currently at 4%) 6 % p.a. Not applicable Redemption Price at Maturity 100% of Nominal Amount (per Note) Early Redemption at the option of the Issuer Not Applicable Not Applicable Applicable conditions apply 2 Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Interest Payment Date May and November of each year, starting on 4 May 2017 and 4 November 2017 respectively June and December of each year, starting on June 2017 Not applicable First Date of Listing 2 May 2017 Number of notes available for first trading day and indicative price 3 10 notes at MUR 1, each 10 notes at MUR 1, each 10 notes at MUR 1, each 10 notes at MUR 1, each 10 notes at EUR 1, each 50 notes at EUR 1, each The directors do not anticipate that an active secondary market will develop in relation to these two Tranches Form of the Notes The Notes are in inscribed form. Legal ownership (previously reflected in book entries recorded by the Registrar) 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 1 EURIBOR 6-Month, floored to zero 2 Conditions applicable to call option by the Issuer: paragraph The indicative prices will be adjusted in accordance with the Tick Size Page 13 of 45

14 Status of the Notes Security Interest Noteholders Representative Taxation Registrar, Transfer and Calculation Agent Governing Law Dispute Resolution The Notes constitute direct, secured and unsubordinated obligations of the Issuer and accordingly rank: (a) junior, in all material respects, to senior secured lenders having registered their Security Interest prior to the issue of the Notes; (b) pari passu without any preference among themselves; and (c) senior to (i) any unsecured creditors of the Issuer and (ii) to holders of all classes of share capital of the Issuer Floating charge over all the assets (movable, immovable, present and future) of the Issuer Fincorp Investment Limited 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 nonresident, 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) MCB Registry & Securities Ltd The laws of the Republic of Mauritius As per LCIA-MIAC procedures Page 14 of 45

15 3. THE ISSUER 3.1 Overview of the Issuer SUN was incorporated as a limited company on 10 February 1983 under the name Sun Resorts Limited and changed its name to Sun Limited, as evidenced by certificate issued by the Registrar of Companies dated 25 September The duration of the Company is unlimited. SUN is a public company listed on the official market of the SEM and is registered as a Reporting Issuer, as defined under the Securities Act 2005, with the FSC. SUN is one of the leading hotel groups in the Indian Ocean. Since September 2015, SUN has been reorganised in four clusters, notably hotel management, centralised services, asset management and real estate, as depicted in the schema below. : The organisational transformation of the corporate structure of the Group, as defined in its strategic plan, aims to modernize and boost the engine of growth whilst capitalising on its strong expertise in the hospitality industry. The hotel management cluster trading under the Sun Resorts brand, offers operational management services to the four Mauritian resorts (5* Long Beach, 5* Sugar Beach, 4* La Pirogue, and 4* Ambre), one resort in the Maldives (Kanuhura ) and the iconic Ile Aux Cerfs golf course. The centralised services cluster offers key services which are typical to the hospitality sector. Such services include tour operating, the central procurement of goods and services, laundry services and linen rental, the management of hotel retail outlets as well as accounting, human resources Page 15 of 45

16 and information technology services to companies within the Group as well as to third-party entities. The Group owns two in-house tour operators, namely Soléa in France and World Leisure Holidays, in South Africa, which are dedicated to create holidays and attract guests to SUN s hotel properties and to other resorts in Mauritius. The Group also holds marketing offices in London, Paris and Frankfurt and has representatives in Milan, Madrid, India and China. The asset management cluster represents SUN s portfolio of owned and managed hotel assets. Apart from the above mentioned resorts and golf course, the Group owns a significant stake in two prestigious international hotel groups, namely 5* Luxury Four Seasons Resort Mauritius at Anahita and 5* Luxury Shangri-La s Le Touessrok Resort & Spa, Mauritius. The real estate cluster focuses on developing the Group s real estate growth potential. As a pioneer in the Mauritian tourism industry, SUN is graced with outstanding sites having long sandy beaches on the east and west coast of Mauritius. In 2012, SUN was the first company to offer rooms under the Invest Hotel Scheme. This was one of the programs created by the Mauritian authorities to give local and foreign investors the opportunity to have ownership and access to hotels in Mauritius. This ownership status also guarantees a minimum return on investment and offers free access and consumption at preferential rates. Apart from this first development, SUN owns undeveloped land which is meant to take significant dimension, both in terms of investment and growth in the future. In fact the Group has identified real estate opportunities for further development such that this cluster will play a major part in the growth of the Issuer. 3.2 Board of Directors of the Issuer The names of the Directors in office as at date of these LP, their categories, their profiles and the list of directorships in other listed companies are provided as follows: Jean-Pierre Dalais (52) Non-Executive Director appointed Director on 7 April 2010 and Chairman on 13 February Member of the Audit & Risk Committee - Member of the Corporate Governance, Ethics, Nomination & Remuneration Committee - Member of the Executive Committee - Chairman of the Operational Excellence Committee With an MBA from The International University of America, Jean-Pierre Dalais acquired working experience from Arthur Andersen (Mauritius and France) before joining the CIEL Group. As Executive Director of CIEL, he plays an active role in the management and development of the operations of the CIEL Group, both in Mauritius and internationally, with a close supervision of its Hotels & Resorts, Financial Services and Healthcare clusters. Effective from 1 January 2017, he Page 16 of 45

17 is the Group Chief Executive of CIEL. He is also a Director on several entities forming part of the CIEL Group. Nationality: Mauritian Citizen Residential address: King George VI Avenue, Floreal, Mauritius Directorships in other companies listed on the official market of the SEM: - Alteo Limited - CIEL Limited - Phoenix Beverages Limited (Alternate Director) P. Arnaud Dalais (62) Non-Executive Director appointed Director on 3 December 1991 and Chairman on 21 February 2011 till 13 February Member of the Corporate Governance committee and Ethics, Nomination & Remuneration Committee P. Arnaud Dalais joined the CIEL Group in August 1977 and was appointed its Group Chief Executive and Director on 22 November Under his leadership, the CIEL Group at large has gone through an important growth both locally and internationally. He has played and continues to play an active role at the level of the Mauritian private sector and has assumed the Chairmanship of a number of organisations including the Joint Economic Council from 2000 to He was appointed Group Chairman of CIEL in 2010 and Chairman of CIEL Limited following the recent reorganisation of the group in He is also the Chairman of Alteo Limited and was the Chairman of the Issuer from February 2011 till February Since 2015, he is the Chairman of Business Mauritius, the new private sector supreme institution issued from the merger of the Joint Economic Council and the Mauritius Employers Federation. Nationality: Mauritian Citizen Residential address: Chemin Campement, Floreal, Mauritius Directorships in other companies listed on the official market of the SEM: - Alteo Limited (Chairman) - CIEL Limited (Chairman) David Anderson (49) Executive Director appointed Director on 6 May 2016, Chief Executive Officer - Chairman of the Executive Committee - Member of the Operational Excellence Committee Bringing more than 25 years of industry experience to the Group, David Anderson most recently served as the Regional Vice President of Wyndham Hotel Group, a portfolio of 182 hotels across 5 brands. Previously, he served as Managing Director of Dolce Hotels and Resorts for four years, a respected leader in the group, meeting and conference space and luxury accommodation. The Wyndham Hotel Group acquired Dolce Hotels & Resorts in April Prior to joining the Dolce Hotels & Resorts in January 2012, David Anderson held senior leadership roles at Louvre Hotel Group, Northern Europe where he was the Vice President of Operations. Aged 49 and a British Page 17 of 45

18 citizen, he holds a BA Honours in Business Studies with French from London Metropolitan University. Nationality: British Citizen Residential address: Villa 81, Tamarina Golf Estate, Tamarin, Mauritius No directorships in other companies listed on the official market of the SEM. Thierry Dalais (58) Non-Executive Director appointed Director on 13 February 2017 Thierry Dalais has more than 30 years experience in the financial services and private equity investment industry. He was the co-founder of two private equity investment firms and acted as a key person and principal in numerous private investment programs over the last 25 years. Thierry Dalais was also former director and trustee on numerous boards, including listed companies in Mauritius and abroad. Nationality: Mauritian and South African Citizen Residential address: Plantation Marguery, Rivière Noire, Mauritius Directorships in other companies listed on the official market of the SEM: - CIEL Limited L. J. Jérôme De Chasteauneuf (50) Non-Executive Director appointed Director on 12 November Member of the Audit & Risk Committee L. Jérôme De Chasteauneuf is a Chartered Accountant of England and Wales and holds a BSc Honours in Economics from the London School of Economics and Political Science. He joined CIEL Group in 1993 as Corporate Finance Advisor and became Head of Finance of the CIEL Group in He has been closely involved with the corporate affairs of the CIEL Group together with the financial reengineering which accompanied its development over those years in office. He was nominated Executive Director of CIEL on 14 February 2014, and subsequently on 1 January 2017, as its Group Finance Director. Nationality: Mauritian Citizen Residential address: 62, Domaine de Bon Espoir, Piton, Mauritius Directorships in other companies listed on the official market of the SEM: - Alteo Limited - CIEL Limited - Harel Mallac & Co. Ltd M. A. Louis Guimbeau (66) Non-Executive Director appointed Director on 22 July 2010 A Fellow of the Institute of Financial Accountants (UK), a Member of the Chartered Management Institute (UK), Alumni of the Graduate School of Business - University of Cape Town and a Fellow of the Mauritius Institute of Directors, he has held senior positions in different sectors of the Mauritian economy and has gained a vast experience in strategy development, administration, finance and accounting until his retirement in Moved by the will to be useful to society and Page 18 of 45

19 bring positive change, he co-founded La Meule Permaculture Farm in 2014, a Sustainable Living project. Nationality: Mauritian Citizen Residential address: Chants d Oiseaux, La Preneuse Coastal Road, Black River, Mauritius Directorships in other companies listed on the official market of the SEM: - CIEL Limited M. G. Didier Harel (65) Independent Director appointed Director on 18 August Chairman of the Audit & Risk Committee - Member of the Corporate Governance, Ethics, Nomination & Remuneration Committee M. G. Didier Harel has spent his career in the downstream sector of the oil industry, working for the EXXON and TOTAL Groups. Starting in operational positions, he progressed into general management, first heading up smaller country subsidiaries (in Reunion Island and across Southern Africa), and then progressing to some of the largest under TOTAL s ownership (in South Africa and in the United Kingdom). He also held executive positions in the general management of core activities, on both business support and operational fronts, within TOTAL s subsidiary in France and at Africa / Middle East Head Office level. After a rich international career spanning over some 34 years, M. G. Didier Harel has recently retired from the TOTAL Group, and has decided to apply his acquired skills and executive management experience in prominent corporates in Mauritius. He holds an MBA (Distinction) from INSEAD (Fontainebleau, France) and a BSc. Eng (First Class Honours) Degree in Chemical Engineering and Chemical Technology at Imperial College of Science and Technology, London. In 1973, he was awarded the Governor s Prize and William Hinchley Medal for Proficiency in Chemical Engineering. Nationality: Mauritian and French Citizen Residential address: Lot 90, Les Vieux Banians, Balaclava, Mauritius Directorships in other companies listed on the official market of the SEM: - MCB Group Limited - Terra Mauricia Limited Thierry Hugnin (51) Non- Executive Director appointed Director on 7 April Member of the Audit & Risk Committee Thierry Hugnin qualified as a Chartered Accountant in England and Wales after graduating from Paris Dauphine University with a Masters Degree in Computer Science and Management. He started his career in investment in London with Price Waterhouse Coopers Corporate Finance before moving into investment banking with Flemings and later Blakeney Management, an investment boutique focusing on equity investments in Africa and the Middle East. He moved to Mauritius in 2004 joining the CIEL Group as Chief Investment Officer of CIEL Investment Limited with a focus on spearheading the group s investment activity in Africa. He is co-founder and Managing Partner of Kibo Capital Partners, a Private Equity firm investing in fast-growing midcaps in Africa. Nationality: Mauritian Citizen Page 19 of 45

20 Residential address: Morcellement Domaine de Belle Vue, Lot No.44, Belle Vue, Bois Rouge, Pamplemousses, Mauritius No directorships in other companies listed on the official market of the SEM J. Harold Mayer (52) Non-Executive Director appointed Director on 24 July Member of the Operational Excellence Committee J. Harold Mayer holds a Bachelor in Commerce and is qualified as Chartered Accountant - South Africa. He has been very active in the management team of various companies of CIEL Textile Group since 1990 and was appointed its Chief Executive Officer since Nationality: Mauritian Citizen Residential address: 56, Plantation Marguery, Black River, Mauritius Directorships in other companies listed on the official market of the SEM: CIEL Limited Naderasen Pillay Veerasamy (59) Independent Director appointed Director on 24 July Member of the Audit & Risk Committee (Chairman of the committee from 13 February 2015 until 30 June 2016) - Chairman of the Corporate Governance, Ethics, Nomination & Remuneration Committee Born in 1957, Naderasen Pillay Veerasamy holds an LLB degree from the University of Buckingham in the United Kingdom. He was called to the Bar at Middle Temple in In 1989, he completed his Masters in Private Law at Université de Paris II (Assas) and thereafter sat for examinations for attestation as Barrister at La Cour d Appel de Paris in He practised as Barrister at-law in Mauritius from 1982 to He started practice in Paris, France, and joined SCP J. C. Goldsmith & Associates, and thereafter SCP Azéma Sells both firms of lawyers at the Paris Bar. In 1995, he created his own Chambers in Paris exercising mainly in Business Law. In 1997 he participated in the setting up of the Chambers Fourmentin Le Quintrec Veerasamy et Associés, comprising now of 8 associates and dealing with litigation, arbitration and Business Law. He is appointed as director on the Board of Directors of some companies in Mauritius. He is also a member on the Comité Français d Arbitrage and the Chambre de Commerce et d Industrie France Maurice. Since 2014, he is based in Mauritius as partner of the French law firm and resuming his practice at the Mauritian Bar on a permanent basis. Nationality: Mauritian Citizen Residential address: Morcellement Providence sur Mer, Poste de Flacq, Mauritius No directorships in other companies listed on the official market of the SEM Tommy Wong Yun Shing (50) Executive Director - appointed Director 12 November 2014, Chief Finance Officer - Member of the Executive Committee A BSC graduate from the London School of Economics and Fellow member of the Institute of Chartered Accountants of England and Wales, Tommy Wong Yun Shing acquired his working experience as a chartered accountant in UK with Deloitte before returning to Mauritius. As a partner in Deloitte Mauritius, he was in charge of the corporate finance department together with the auditing of some publicly listed companies and large corporations. In July 1998, he joined Page 20 of 45

21 the Executive team of SUN to take over the responsibilities of finance, project studies and the group accounts. As Chief Finance Officer of the Group, he supervises all the finances, legal and treasury of the group as well as some operational responsibilities. Having been President of the Association des Hoteliers et Restaurateurs de l île Maurice (AHRIM) previously, he is a Board member and acts as the treasurer and chairman of the finance committee. Nationality: Mauritian Citizen Residential address: 17, Oasis 1, Old Mill Road, Pereybere, Mauritius No directorships in other companies listed on the official market of the SEM 3.3 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 interests in the equity or debt securities of the Issuer as at 28 February 2017, as set out below: Directors Number of ordinary shares held Number of Notes held Jean-Pierre Dalais, Chairman 92,348 Nil P. Arnaud Dalais 105,615 Nil David J. Anderson Nil Nil Thierry Dalais Nil Nil L.J. Jérôme De Chasteauneuf Nil Nil M.A. Louis Guimbeau 24,637 Nil M.G. Didier Harel Nil Nil Thierry Hugnin 348 Nil J. Harold Mayer 303,909 Nil Naderasen Pillay Veerasamy Nil Nil Tommy Wong Yun Shing 287,594 Nil 3.4 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 Group. 3.5 Loans and guarantees to Directors As at date of these LP, the Issuer has not granted any loans and/or guarantees to its Directors. 3.6 Shareholding Structure Shareholders holding more than 5% of the ordinary shares of the Issuer as at 28 February 2017, were as follows: Page 21 of 45

22 Number of Shares Owned % Holding Name of Shareholder (Excluding Treasury Shares) CIEL Limited 75,917, National Pensions Fund 7,036, Subsidiaries of the Issuer As depicted in paragraph 3.1 above, the Issuer is organized in four clusters and has by virtue of this several subsidiaries (as defined in the Listing Rules). For the purposes of the Listing Rules, only particulars of subsidiaries whose profits or assets make or will make a material contribution to the figures in the next published accounts of the Issuer are being disclosed herein: Name of subsidiary City And Beach Hotels (Mauritius) Limited (For a description of the nature of business, please refer to paragraph below) Wolmar Sun Hotels Limited (For a description of the nature of business, please refer to paragraph below) Ambre Resort Ltd (For a description of the nature of business, please refer to paragraph below) Long Beach Resort Ltd (For a description of the nature of business, please refer to paragraph below) SRL Touessrok Hotel Ltd (For a description of the nature of business, please refer to paragraph below) Loisirs des îles ltée (For a description of the nature of business, Date of incorporation Stated Capital Ultimate shareholding held by Issuer Nature of business / Trading as MUR 15,531, % La Pirogue Resort & Spa MUR 25, % Sugar beach Golf & Spa Resort MUR 10, % Ambre Resort & Spa MUR 10, % Long Beach Golf & Spa Resort MUR 3,327,500, % Shangri-La's Le Touessrok Resort & Spa, Mauritius MUR 60,800, % Ile aux Cerfs Leisure Island Page 22 of 45

23 please refer to paragraph below) Anahita Hotel Ltd (For a description of the nature of business, please refer to paragraph below) SRL Kanuhura Ltd (For a description of the nature of business, please refer to paragraph below) MUR 1,060,442, % Four Seasons Resort Mauritius at Anahita USD 50, % Kanuhura, Maldives 3.7 Rationale for Notes issue As part of its new vision and strategy announced in early 2014, the Issuer undertook an important reorganisation, acquisition and renovation programme that has significantly enhanced the capacity of the Group to generate additional revenue in the future. However, the implementation of this strategy required significant resources which were financed primarily through bank debts. In its financial restructuring plan, which was set up to sustain the above mentioned strategy implementation, the Issuer advocated for a bond issue that will replace part of its existing bank debts in order to ensure an optimum matching of its future cash flows with debt servicing as per its strategic plan In this respect, the Group has proceeded with the Private Placement. Though there was a strong interest of more than MUR five billion to the issue of the Notes, the Issuer decided to take up only MUR five billion. An equivalent amount of the existing bank facilities were repaid with the proceeds. The impact of the Notes Proceeds on both the business and strategic plans and beyond such period, has crystallized positively for the following reasons: The notes gives more flexibility for SUN in its transition years and has a better matching in terms of cash inflows and outflows as per its five year plan; The Issuer made interest savings when the bond proceeds were utilised instead of bank facilities; The Issuer is already benefiting from a natural currency hedge strategy, in view of the relatively high Euro component of the bond issue (circa 40%); and The introduction of fixed rates (circa 70%) should mitigate the impact of volatility in rates in the long term. Acquisition/ Asset improvement Programme. Since 2013, the Group has been pursuing an ambitious acquisition and renovation plan coupled with significant investments in some of its key trophy assets. These investments include: Anahita Hotel Limited ( AHL ) & Anahita Golf Limited Located on the East coast of Mauritius just south of Ile aux Cerfs at Beau Champ, Four Seasons Resort Mauritius at Anahita is a 5* luxury resort which opened in It occupies approximately Ha of freehold land overseeing the ocean and 3.05 Ha leased from the Government. It transformed into a 94 villas / residences in a luxurious tropical sanctuary, Page 23 of 45

24 with three restaurants, twelve spa treatment rooms coupled with a state-of-the-art fitness centre, business services and wedding venues facilities. Also the guests have exclusivity on two separate beaches covering over 6 km of pristine beach front. Anahita Golf Limited owns the Four Seasons Golf course designed by Ernie Els, the former world No. 1. With five sets of tees, the 18 holes championship course has its own golf academy and a Pro Shop where the latest golfing lines can be found. Golf is unlimited and complimentary for guests of the Resort In December 2014, the Group acquired 50% of the share capital of Anahita Hotel Ltd ( AHL ). AHL, the owner of Four Seasons Resort Mauritius at Anahita also owns 25.1% of Anahita Golf Limited. Furthermore, in May 2015, the Issuer acquired the remaining shareholding of AHL. This transaction called upon a total disbursement of around MUR 2.5 billion for the acquisition of 100% of AHL. EastCoast Hotel Investment Ltd (Ambre Resort & Spa) In September 2015, the Group acquired a 30% stake in EastCoast Hotel Investment Ltd which ultimately owns the state leasehold rights on which sits Ambre Resort & Spa. The total consideration paid for such stake amounted to MUR 720 million. SRL Touessrok Hotel Ltd (Shangri-La s Le Touessrok Resort & Spa) In August 2014, as part of the Group s strategy to have its most prestigious assets managed by world-class operators who can significantly enhance yields, the Issuer entrusted the management of Le Touessrok to Shangri-La group. As a counterpart, Shangri-La took a minority participation of 26% stake in Le Touessrok for a total consideration of USD 28.6 million. However, the rebranding and upgrade of the resort to Shangri-La s standards required a major refurbishment which costs around MUR 1.2 billion. The project was financed by the Company together with the associated closure of the resort for 7 months and its re-launch. The resort re-opened on 1 November 2015 under the Shangri-La s brand and standards. There are nine types of rooms with a luxurious Spa of the renowned Chi, equipped with 8 treatment rooms, holistic and ayurvedic wellness and private consultations with nutritionists and ayurvedic doctors. The resort provides for banquet and conference rooms and welcomes prestigious meetings, conferences and wedding blessing ceremonies. SRL Kanuhura Limited (Kanuhura Maldives) Since August 2015, Kanuhura Maldives has been closed and remodelled into a five star deluxe resort with a USD 40 million renovation costs. It is located in Lhaviyani Atoll in the North-East of the Maldives with 1.4km long and 350m wide. Entirely renovated and redesigned, it reopened on 19th December 2016 with 80 villa keys. The luxurious resort celebrates a gypset lifestyle, a combination of the unconventionality of a free-spirited gypsy and the sophistication and elegance of the jet set life. Kanuhura has become a place of natural enchantment especially known for its wide sandy beaches all around the island, amazingly turquoise lagoons and a lush green vegetation. With two exclusive beautiful private islands as part of the resort, it provides a unique and exclusive hideaway with a wide range of facilities, bars, restaurants, wellness center, spa, activities and sports. As the Issuer has completed its major acquisitions and refurbishments plans in respect of its luxury resorts, it is not expected to bear significant closure costs for the next few years. The Group s renovated assets should drive revenues up since all of the Group s resorts will be in full swing for the first time in two years as from December Group re-organisation strategy Page 24 of 45