BAYPORT MANAGEMENT LTD ( the Company )

Transcription

1 BAYPORT MANAGEMENT LTD ( the Company ) The Company was incorporated on 10 September 2001 in the British Virgin Islands and continued as a Mauritian company with effect from 4 March The Company was registered as a private company limited by shares on 2 March 2005 under the Companies Act with registration number C1/GBL. The Company holds a Category 1 Global Business License, issued by the Financial Services Commission (the FSC ) on 3 March 2005, in accordance with the Financial Services Act and the Financial Services (Consolidated Licensing and Fees) Rules On 28 July 2011 the Company was converted into a public limited liability company. A certificate of conversion has been issued by the Mauritian Registrar of Companies. The Company s operations are regulated by the Companies Act and the FSC. The Company was listed on the Official Market of the SEM on 28 March THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the action you should take, you should consult your financial adviser, investment dealer, broker or any other independent adviser immediately. The Company and the s, whose name appear on page 6 of this document, accept responsibility, individually and collectively, for the information contained in this document. To the best of the knowledge and belief of the Company and s, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information and the Company has complied with all applicable laws in relation to this document. 1

2 EXPLANATORY STATEMENT AND SPECIAL RESOLUTION TO THE SHAREHOLDERS OF BAYPORT MANAGEMENT LTD This document serves as; 1. An Explanatory Statement issued in terms of the Buyback Rules in connection with the proposed buyback; and 2. A Special Resolution Date of Issue:24 November 2017 Neither the Stock Exchange of Mauritius Ltd ( SEM ) nor the Financial Services Commission ( FSC ) assume any responsibility for the contents of this document. The Listing Executive Committee and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. This document is intended only for the use of the person to whom it is addressed and is not to be redistributed, reproduced, or used, in whole or in part, for any other purpose. IMPORTANT DATES AND TIMES Explanatory Notes distributed to Shareholders and Notice of General Meeting published in the Mauritius press on Signed Shareholders Resolution received from Shareholders Results of the General Meeting published in the Mauritius press on Commencement Date Closing Date 24 November November November November December

3 DEFINITIONS AND INTERPRETATIONS The following definitions apply throughout this document, unless the context otherwise requires: Buyback means the purchase by the Company of the Buyback Shares held on the CDS at the Buyback Price during the Buyback Period Buyback Period means the period between the Commencement Date and the Closing Date but excluding the Excluded Period, during which the Buyback will be effected Buyback Price means USD per Ordinary Share Buyback Rules means the rules made by the SEM under Section 13 (2) (f) of the Securities Act 2005 of Mauritius which rules may be cited as the Securities (Purchase of Own Shares) Rules 2008 Buyback Shares means up to Ordinary Shares in the Company (and a Buyback Share is a reference to each of the aforesaid Ordinary Shares) representing 0.32% of the Ordinary Shares in issue as at the Last Practical Date CDS means the Central Depositary and Settlement Co. Ltd established under the Securities (Central Depositary, Clearing and Settlement) Act 1996 of Mauritius Closing Date means 8 December 2017 Commencement date means 28 November 2017 Company means Bayport Management Limited, a company incorporated in accordance with the laws of Mauritius with registration number C1/GBL s or Board means the s of the Company Excluded Period means the period (s) during which a buyback is excluded in terms of the Buyback Rules including, without limitation, rule 4 of the Buyback Rules FSC means the Financial Services Commission Last Practical Date means the last practical date prior to the finalization of the Explanatory Statement is 27 th November 2017 MUR or Rs means Mauritian Rupees Official Market means the Official Market of the Stock Exchange of Mauritius Ltd Ordinary Shares means ordinary shares of par value USD each in the share capital of the Issuer SEM means the Stock Exchange of Mauritius Ltd established under the repealed Stock Exchange Act 1988 Shareholders means holders of Ordinary Shares in the Company Special Resolution means a resolution, enclosed with this Explanatory Statement proposed and passed in writing as a special resolution by seventy-five per cent (75%) of the voting Shareholders in terms of Section 117 of the Companies Act 2001 of Mauritius 3

4 All references to legislation in this document are to the legislation of Mauritius unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender. 4

5 CORPORATE INFORMATION Company: Principal bank: Bayport Management Limited Standard Chartered Bank Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius Place of incorporation: British Virgin Islands and in the Republic of Mauritius as of 2 March 2005 Date of incorporation: Registered number: 10 September 2001 in the British Virgin Islands and 2 March 2005 in the Republic of Mauritius respectively C1/GBL Registered office : c/o DTOS Ltd, 10 th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Republic of Mauritius Contact telephone number: Independent auditors and reporting accountant: Secretary: Deloitte Mauritius 7 th Floor, Standard Chartered, 19 Cybercity, Ebene, Republic of Mauritius DTOS Ltd 10 th Floor, Standard Chartered, 19 Cybercity, Ebene, Republic of Mauritius 5

6 DIRECTORS The s and their positions as at the date of this document are as follows: Name Vladimer Gurgenidze Stuart Stone Grant Kurland Eric Venpin Justin Chola Jimmy Wong Jonathan Michael Jawno Temitope Olugbeminiyi Lawani Souleymane M Leonard Ba Roberto Rossi Cynthia Gordon Mervin Muller Mercedes Koketso Mabe Magnus Jakobson Nicholas Dominic Haag Franco Danesi Michael Paul Mendelowitz Kabelo Molefe Senoelo Reabetswe Tiisetso Nosi Office Held Chairperson and Joint Chief Executive Officer and Joint Chief Executive Officer Alternate to Roberto Rossi and Jonathan Jawno Alternate to Mervin Muller Alternate to Mercedes Koketso Mabe 6

7 1. INTRODUCTION As set out in the announcement published on the 23 rd of November 2017, the Board adopted a resolution on the 22 nd of November 2017 authorising the Buyback of up to Ordinary Shares at the Buyback Price during the Buyback Period. As at the Last Practicable Date there were Ordinary Shares in issue. The Buyback therefore encompasses up to 0.32% of the Ordinary Shares in issue as at the Last Practicable Date. The purpose of this Explanatory Statement is to provide Shareholders with the relevant information relating to the Buyback and the action required by the Shareholders to approve the Special Resolution required to implement the Buyback. 2. RATIONALE FOR THE BUYBACK In 2012, Bayport Management Ltd approved the Bayport Management Ltd long term incentive plan ( the Original LTIP ). The Original LTIP was made available to a small group of senior managers, both to reward and retain those who had been instrumental in growing the business, as well as to attract suitably qualified and experienced individuals into new senior management roles within the Bayport Group. This scheme was made available to only ten managers. Now, five years later, the Board has resolved to enable those members who wish to realise some liquidity from the Original LITP to do so. Three of the members have taken up the opportunity and in order to effect this, the Company has agreed to buy back a limited number of the shares issued through this scheme from these members 3. PRICING PARAMETERS The Board resolved to recommend to the Shareholders that the Buyback be undertaken subject to the availability of Buyback Shares at the Buyback Price for Ordinary Shares held in dematerialised form on the CDS during the Buyback Period, and that those Ordinary Shares be held as treasury Shares following the Buyback. 4. SPECIAL RESOLUTION In order to implement the Buyback, the Company requires the Shareholders approval in terms of Rule 3(d) (i) of the Buyback Rules. It is proposed that the Special Resolution is passed in writing in terms of Section 117 of the Companies Act, 2001 of Mauritius We therefore enclose as an annexure hereto a Shareholders Special Resolution authorising the Buyback. Kindly note that the Special Resolution, once passed will take effect from the 27 th of November

8 5. EXPLANATORY STATEMENT The Format and the content of this section 5 of this document comprises the specific requirements of the Explanatory Statement required by the Buyback Rules for a document of this nature The Board approved the Buyback on the 22 nd of November In 2012, the Company had adopted a long term incentive plan ( the Original LTIP ). Now, the Board has resolved to enable those members who wish to realise some liquidity from the Original LITP to do so The share price has remained unchanged at USD4.40 since April 2016 which is the last transaction effected It is proposed that the Buyback Shares on the CDS represent 0.32 % Ordinary Shares in issue and held by the Shareholders as at the Last Practical Date, be repurchased by the Company at the Buyback Price during the Buyback Period 5.5. It is intended that the Buyback will be funded out of the working capital of the Company. The cost of the Buyback is negligible for the Company. There will be brokerage fees and other costs, fees and charges incurred in the Buyback 5.6. The Company will proceed with the Buyback pursuant to the Buyback Rules 5.7. The proposed timetable from opening until the close of the purchase operation is as follows; Commencement Date Tuesday, 28 November 2017 Closing Date Friday, 8 th of December There has been no offer made to the Buyback Shares to the Company by any member of the Board or any Substantial Shareholder (to the best of the knowledge of the s, having made all reasonable enquiries) The Audited Financial Statement of the Company for the period ended December 2014, December 2015 and December 2016 is enclosed as Appendix 1 to this Explanatory Statement. 8

9 5.9 The issued and fully paid share capital of the Company as at the Last Practicable Date is as follows: Name of Shareholder Current registered shareholding of ordinary shares Kinnevik New Ventures AB ** 7,428, % GEPF (acing through PIC)** 6,377, % Takwa Holdco Ltd** 5,621, % Elsworthy Holdings Ltd** 3,672, % Grant Colin Kurland** 2,863, % Kasumu Ltd** 2,582, % Takwa Holdco (2) Limited** 1,517, % Justin Chola 242, % Etienne Henry Coetzer 134, % Vladimer Gurgenidze 87, % Bryan Arlow 60, % Ted Kristensson 37, % Paul Rodgers 27, % David Rogers 27, % Paul Silverman 18, % Daniel Goss 18, % David Rajak 18, % Nicole Sanderson 5, % David Larry Greenberg 34, % Sean Van Wyk 11, % Mark Jonathan Tarlie 34, % Nicholas Lance Tarlie 34, % Total 30,741, % ** Substantial Shareholder 9

10 SHAREHOLDERS RESOLUTION WRITTEN RESOLUTION OF THE SHAREHOLDERS OF BAYPORT MANAGEMENT LTD ( THE COMPANY ) PASSED IN LIEU OF HOLDING A SPECIAL MEETING IN ACCORDANCE TO SECTION 117 OF THE COMPANIES ACT We, the undersigned, being the shareholders of the Company and entitled to vote on members resolutions, hereby consent to and adopt the following resolution, with effect from the 27 th November 2017:- a) In accordance with the Securities (Purchase of Own Shares) Rules 2008 (being Rules made by the SEM under Section 13(2)(f) of the Securities Act 2005 of Mauritius), the Company may repurchase up to a maximum of its Ordinary Shares; b) Those Ordinary Shares shall be bought back for a cash consideration at a price of USD per share; c) Any of the directors of the Company and/or the Company Secretary be and are hereby authorized to take all such actions, sign all documents and to do all such things as may be necessary for or incidental to the implementation of the above transaction. This written resolution may be executed in one or more counterparts, all of which when taken together shall constitute one instrument between the parties hereto. (Signatures to follow on the next page) 10

11 Signed by... (print name of signatory) for and on behalf of Kinnevik New Ventures AB Signed by... (print name of signatory) for and on behalf of Takwa Holdco Limited Signed by Grant Colin Kurland Date: Signed by... (print name of signatory) for and on behalf of Kasumu Limited Signed by... (print name of signatory) for and on behalf of Public Investments Corporation (SOC) Limited 11

12 Signed by... (print name of signatory) for and on behalf of Elsworthy Holdings Limited Signed by (print name of signatory) for and on behalf of Takwa Holdco (2) Limited Signed by Daniel Goss Signed by Justin Chola Signed by Etienne Henry Coetzer Signed by Bryan Arlow Signed by Ted Kristensson 12

13 Signed by Paul Rodgers Signed by Paul Silverman Signed by Vladimer Gurgenidze Signed by Nicole Sanderson Signed by David Rajak Signed by David Rogers Signed by David Larry Greenberg Signed by Sean Van Wyk Signed by Mark Jonathan Tarlie Signed by Nicholas Lance Tarlie 13

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