Appendix I Application Procedures & Conditions

Size: px

Start display at page:

Download "Appendix I Application Procedures & Conditions"

Georgina Atkins
6 years ago
Views:

1 Appendix I Application Procedures & Conditions APPENDIX 1 Application Procedures, Terms and Conditions 1. Each Applicant may apply for Common Shares and/or J$ Preference Shares in the Invitation by means of the applicable Application Form included in this Prospectus. Each duly completed and signed Application Form, accompanied/supported by payment, or evidence thereof, for the full amount payable, by method approved by the Lead Broker an Approved Payment Method, must be taken to the offices of the Lead Broker as detailed in the Invitation or of the Selling Agent or the other locations detailed below on or before 4:30 pm (Jamaica time) on the Closing. 2. The full amount payable for the Common Shares for which you are applying (being the number of Common Shares Shares, multiplied by the Offer Price per Share) plus JCSD processing fee of JMD (inclusive of GCT) must be paid in one of the following 2 ways. 2.1 NCB CAPITAL MARKETS LIMITED 1. Bank: National Commercial Bank Jamaica Limited 2. BIC: JNCBCMKX 3. Branch: 1-7 Knutsford Boulevard (New Kingston) 4. Account Name: NCB Capital Markets Limited 5. Beneficiary Address: NCB Atrium, 32 Trafalgar Road, Kingston Account number: OR 1. Bank: Citibank N.A. 2. Swift Code: CITIUS33 3. ABA #: Bank Address: 111 Wall Street 5. Account Name: NCB Capital Markets Limited 6. Beneficiary Account: Applicants who have an investment account with the Lead Broker or Selling Agent may submit to them a letter of instruction to the Lead Broker/Selling Agent authorising the Lead Broker/Selling Agent to apply funds standing to the credit of such Applicant against the subscription price payable in respect of their application for Common Shares. 3. The full amount payable for the J$ Preference Shares for which you are applying (being the number of J$ Preference Shares, multiplied by the Offer Price per Share) plus JCSD processing fee of JMD (inclusive of GCT) must be paid in one of the following 3 ways. 3.1 By Real Time Gross Settlement System ( RTGS System ) to Productive Business Solutions or the Lead Broker using the following information, and evidence of such payment supplied with the completed and signed Application Form:

2 NCB CAPITAL MARKETS LIMITED 1. Bank: National Commercial Bank Jamaica Limited 2. BIC: JNCBCMKX 3. Branch: 1-7 Knutsford Boulevard (New Kingston) 4. Account Name: NCB Capital Markets Limited 5. Beneficiary Address: NCB Atrium, 32 Trafalgar Road, Kingston Account number: (Please include the applicant s name in the transaction details of the RTGS) 3.2 Applicants who have an investment account with the Lead Broker or Selling Agent may submit to them a letter of instruction to the Lead Broker/Selling Agent authorising the Lead Broker/Selling Agent to apply funds standing to the credit of such Applicant against the subscription price payable in respect of their application for J$ Preference Shares. 3.3 Payment may also be made via a J$ Manager s Cheque drawn on a Jamaican commercial bank made payable to Productive Business Solutions or the Lead Broker and will be accepted only in respect of payments for less than J$1,000, The Directors in their sole discretion may accept (in whole or in part) or reject any application to purchase Common Shares and/or J$ Preference Shares even if the application is received, validated and processed. 5. If the Company accepts your application to purchase (in whole or in part), this will be a binding contract under which you will have agreed to subscribe for/purchase the Common Shares and/or J$ Preference Shares in respect of which your application has been accepted at the Invitation Price. 6. Once the Invitation closes If the Invitation is oversubscribed: (i) Applicants may be allocated and issued fewer Common Shares and/or J$ Preference Shares than they applied for, or (ii) Common Shares and/or J$ Preference Shares may be allotted to Applicants on a Pro Rata basis, with the Applications submitted earlier after the Invitation opens being allocated Common Shares and/or J$ Preference Shares prior to those Applications which were submitted later, and the Applications submitted later may be scaled down to the extent necessary given the respective numbers of Common Shares and/or J$ Preference Shares available in the Invitation, or (iii) the Directors, in consultation with the Lead Broker may (but shall not be obliged to) increase the amount of the Invitation and allocate and issue additional Common Shares and/or J$ Preference Shares as part of the Invitation, at the Invitation Price per Common Shares and/or J$ Preference Shares (as applicable), subject to prior registration of such additional Common Shares and/or J$ Preference Shares with the FSC and the Barbados FSC. 7. Each Application for Common Shares must be for a minimum of 1,000 Common Shares with increments in multiples of 100 Common Shares. 8. Each Application for J$ Preference Shares must be for a minimum of 1,000 J$ Preference Shares with increments in multiples of 100 J$ Preference Shares. 9. In respect of each Application which is accepted in whole or in part by the Company, the Company will issue a letter of allotment in the name of that Applicant (or in the joint names of joint Applicants) for the number of Common Shares and/or J$ Preference Shares, as applicable, allotted to the Applicant. The letters

3 of allotment may be sent by ordinary post to such Applicants provided however, that the letters of allotment may be sent by at the Company s option. The subscription monies, which are refundable to the Applicant if the Application has only been accepted in part, will be paid directly to the Applicant s bank account. 10. Should there be any repayment by cheque these will be sent to the Lead Broker or Selling Agent (as the case may be) through which the Applications were received, who will distribute same (if by mail, at the Applicant s risk) to the addresses of the Applicants (or of the first-named joint Applicant) as stated in the Application Form. PBS will use its best efforts to send the letters of allotment and refund cheques to the Lead Broker/Selling Agent within seven working days after the Closing or as soon thereafter as practicable. If the amount to be refunded is equal to or greater than J$1,000,000.00, refund payments shall only be made to the Applicant using the Bank of Jamaica s Real Time Gross Settlement System, and where the subscription price in respect of an Application is in excess of J$1,000,000.00, the required details to facilitate refund payments by that method must be provided on the Application Form. 11. If the application to list the Common Shares and/or J$ Preference Shares on the Jamaica Stock Exchange is successful, the securities issued pursuant to the offer will be issued in the JCSD for the credit of the accounts of the successful Applicants. If the application to list the Common Shares and/or J$ Preference Shares on the Jamaica Stock Exchange is not successful, a share certificate for the Common Shares and/or J$ Preference Shares, as applicable, allotted to each successful Applicant shall be issued by the Company and sent to the Applicant within 45 days after the close of the Invitation or as soon thereafter as practicable. 12. Letters of allotment and share certificates, if mailed by the Lead Broker or Selling Agents on behalf of PBS (as the case may be) through the post to the address of the Applicant (or of the first-named joint Applicant) as stated in the Application Form, are at the risk of the Applicant or such person (as the case may be). 13. Letters of allotment are not transferable or assignable. 14. Where the Applicant is an individual, such person must be at least 18 years old. 15. See below the list of NCB Capital Markets Limited s Locations island-wide NCB 1-7 Knutsford Blvd, Kingston, Jamaica, W.I. NCB Half-Way Tree, 94 HWT Rd., Kingston, Jamaica, W.I. NCB Matildas Corner, 15 Northside Plaza, P.O. Box 72, Kingston, Jamaica, W.I. NCB St. Jago, St. Jago Shopping Centre, St. Catherine, Jamaica, W.I. NCB University Branch, Mona Campus, Kingston, Jamaica, W.I. NCB Portmore Lot 18 West Trade Way, Portmore, St. Catherine, Jamaica, W.I. NCB Duke & Barry Street 37 Duke St., Kingston, Jamaica, W.I. NCB Constant Spring, Constant Spring Rd., Kingston, Jamaica, W.I. NCB Cross Roads, Slipe Rd. P.O. Box 5 Kingston, Jamaica, W.I. NCB Atrium, 32 Trafalgar Road, Kingston, Jamaica, W.I. NCB Baywest Centre, Harbour St. Montego Bay, Jamaica, W.I. NCB Santa Cruz, Santa Cruz P.O., St. Elizabeth, Jamaica, W.I NCB St. Ann s Bay Main St. St. Ann's Bay, St. Ann, Jamaica, W.I NCB Mandeville P.O. Box 61 Mandeville, Manchester, Jamaica, W.I NCB, 41 Main St., P.O. Box 29, May Pen, Clarendon, Jamaica, W.I NCB Ocho Rios 40 Main St., Ocho Rios, St. Ann, Jamaica, W.I NCB Savanna-la-mar 68 Great Georges St. P.O Box 10 Savanna-la-mar, Jamaica, W.I

4 Appendix 1: SUBSCRIPTION FORM Common Shares PLEASE READ CAREFULLY BEFORE COMPLETING THIS FORM To: PRODUCTIVE BUSINESS SOLUTIONS LIMITED ( PBS ) Re: Invitation for Subscription for up to 39,090,909 common shares in PBS made pursuant to the Prospectus dated the 19 th day of June 2017 (the Prospectus ). I/We confirm that I/we have read and understood and hereby agree to be bound by the terms and conditions contained in the Prospectus, all of which are incorporated in this Application Form by reference. I/We hereby apply for common shares in PBS on and subject to the terms and conditions of the Invitation set out in the Prospectus at the price of USD 0.55 C. I/We make payment for the sum of USD for my/our subscription and the JCSD processing fee of JMD (inclusive of GCT) via USD banker s draft drawn on a Jamaican commercial bank and made payable to the respective broker for such total price OR where applicable, proof of payment to the respective broker made electronically using the ACH/RTGS payment system. I/We agree to accept the same or any smaller number of common shares in respect of which this application may be accepted, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS, by which I/We agree to be bound. I/We request you to sell and transfer to me/us the number of common shares, which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept the shares that may be allocated to me/us to be credited to an account in my/our name(s) in the Jamaica Central Securities Depository. Instructions to completing application form: All fields are relevant and must be completed. If you already have an account with the JCSD, please ensure that you indicate your JCSD Account number. Reserved Shares (If applicable, see overleaf & the Prospectus) Employee Other SPECIAL CONDITION If the applications for common shares the subject of the Prospectus is oversubscribed I/We direct that I will/will not (as indicated by yes or no in the adjacent columns) accept preference shares the subject of the Prospectus (at JMD per preference share) up to such amount as can be paid for by any part of the price not applied in payment for common shares the subject of this Application. I/We agree to accept such preference shares, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS Limited, by which I/We agree to be bound. I/We request you to sell and transfer to me/us such number of preference shares which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept such preference shares that may be allocated to me/us to be credited to an account in my/our name(s) in the JCSD of Applicant (Individual or Company) Address / Line of Business PRIMARY HOLDER Yes No Nationality or Incorporation Country (Work) Address JCSD Applicant s Bank Bank Branch s (Company) Broker Account (Cellular) (Home) Bank Account Broker Code Facsimile Bank Account Type Savings Chequing DIRECTOR of Application DIRECTOR/SECRETARY (First Joint Holder) APPLICANT SECONDARY HOLDERS SEAL OR STAMP REQUIRED FOR COMPANIES

5 (Second Joint Holder) (Third Joint Holder) PAYMENT VERIFICATION INFORMATION Mangers Cheque Cheque number Cheque Amount Institution ACH/RTGS Amount Sender's Account Name Online Transfer Confirmation / Reference # Institution Sender s Account # Amount Sender's Account Name Confirmation / Reference # ALL APPLICANTS MUST INPUT THEIR NUMBERS. THIS OFFER IS NOT MADE TO PERSONS RESIDENT OUTSIDE JAMAICA Institution Sender s Account # ADDITIONAL INFORMATION 1. Applicants must apply for a minimum of 1,000 Shares with increments in multiples of 100. Applications in other denominations will not be processed or accepted. This restriction is not applicable to Applicants for Reserved Shares. 2. If you are not a Reserve Share Applicant you must attach your payment for the specified number of Shares you have applied for, in the form of either: a. Manager s cheque made payable to NCB Capital Markets Limited; b. Transfer or deposit of funds to the following account: NCB CAPITAL MARKETS LIMITED 1. Bank: National Commercial Bank Jamaica Limited 2. BIC: JNCBCMKX 3. Branch: 1-7 Knutsford Boulevard (New Kingston) 4. Account Name: NCB Capital Markets Limited 5. Beneficiary Address: NCB Atrium, 32 Trafalgar Road, Kingston Account number: OR 1. Bank: Citibank N.A. 2. Swift Code: CITIUS33 3. ABA #: Bank Address: 111 Wall Street

6 5. Account Name: NCB Capital Markets Limited 6. Beneficiary Account: If you are a Reserve Share Applicant, please so specify at the top of the Application Form. You must attach payment for the specified number of Reserve Shares you are applying for. 4. If you are applying jointly with any other person, you must complete the Joint Holder Information (in order appearing on account) and each joint holder must sign the Application Form at the place indicated. 5. All Applicants must be at least 18 years old. 6. Share certificates will not be issued unless specifically requested. Instead, the shares allotted to a successful applicant will be credited to his account at the Jamaica Central Securities Depository. If the Applicant does not have a JCSD account, one will be created and the allotted shares deposited to that account. Applicants may refer to the notice posted on the JSE website ( for instructions on confirming Share allotments. 7. Applicants who do not have a broker account must provide valid identification, proof of address, proof of source of funds and satisfy NCB Capital Markets Limited s customer acceptance requirements for account opening. 8. All Applicants are deemed to have accepted the terms and conditions set out in the Prospectus generally. FOR USE BY BROKER ONLY Application Received Time Received Payment Method Cheque Authorisation Letter of Cheque/Letter Payment Amount Pool Broker Authorised Signatory & Stamp

7 Appendix 1: SUBSCRIPTION FORM J$ Preference Shares PLEASE READ CAREFULLY BEFORE COMPLETING THIS FORM To: PRODUCTIVE BUSINESS SOLUTIONS ( PBS ) Re: Offer for Subscription of 9.75% J$ Redeemable Cumulative Preference Shares in PBS at JMD per share. I/We confirm that I/we have read and understood and hereby agree to be bound by the terms and conditions contained in the Prospectus, all of which are incorporated in this Application Form by reference. I/We hereby apply for JMD preference shares in PBS on and subject to the terms and conditions of the Invitation set out in the Prospectus at the price of JMD I/We make payment for the sum of JMD for my/our subscription and the JCSD processing fee of JMD (inclusive of GCT) via JMD banker s draft drawn on a Jamaican commercial bank and made payable to the respective broker for such total price OR where applicable, proof of payment to the respective broker made electronically using the ACH/RTGS payment system. I/We agree to accept the same or any smaller number of preference shares in respect of which this application may be accepted, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS, by which I/We agree to be bound. I/We request you to sell and transfer to me/us the number of preference shares, which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept the preference shares that may be allocated to me/us to be credited to an account in my/our name(s) in the Jamaica Central Securities Depository. Instructions to completing application form: All fields are relevant and must be completed. If you already have an account with the JCSD, please ensure that you indicate your JCSD Account number. Reserved Shares (If applicable, see overleaf & the Prospectus) Employee Other of Applicant (Individual or Company) Address / Line of PRIMARY HOLDER Nationality or Incorporation Country (Work) Address JCSD Applicant s Bank Bank Branch s (Company) Broker Account (Cellular) (Home) Bank Account Broker Code Facsimile Bank Account Type Savings Chequing DIRECTOR of Application DIRECTOR/SECRETARY (First Joint Holder) APPLICANT SECONDARY HOLDERS SEAL OR STAMP REQUIRED FOR COMPANIES (Second Joint Holder) (Third Joint Holder)

8 PAYMENT VERIFICATION INFORMATION Mangers Cheque Cheque number Cheque Amount Institution ACH/RTGS Amount Sender's Account Name Online Transfer Confirmation / Reference # Institution Sender s Account # Amount Sender's Account Name Confirmation / Reference # ALL APPLICANTS MUST INPUT THEIR NUMBERS. THIS OFFER IS NOT MADE TO PERSONS RESIDENT OUTSIDE JAMAICA Institution Sender s Account # ADDITIONAL INFORMATION 1. Applicants must apply for a minimum of 1,000 Shares with increments in multiples of 100. Applications in other denominations will not be processed or accepted. This restriction is not applicable to Applicants for Reserved Shares. 2. If you are not a Reserve Share Applicant you must attach your payment for the specified number of Shares you have applied for, in the form of either: a. Manager s cheque made payable to NCB Capital Markets Limited; b. Transfer or deposit of funds to the following account: NCB CAPITAL MARKETS LIMITED 1. Bank: National Commercial Bank Jamaica Limited 2. BIC: JNCBCMKX 3. Branch: 1-7 Knutsford Boulevard (New Kingston) 4. Account Name: NCB Capital Markets Limited 5. Beneficiary Address: NCB Atrium, 32 Trafalgar Road, Kingston Account number: If you are a Reserve Share Applicant, please so specify at the top of the Application Form. You must attach payment for the specified number of Reserve Shares you are applying for. 4. If you are applying jointly, with any other person you must complete the Joint Holder Information and each joint holder must sign the Application Form at the place indicated. 5. All Applicants must be at least 18 years old. 6. Share certificates will not be issued unless specifically requested. Instead, the shares allotted to a successful applicant will be credited to his account at the Jamaica Central Securities Depository. If the applicant does not have a JCSD account, one will be created and the allotted shares deposited to that account. Applicants may refer to the notice posted on the JSE website ( for instructions on confirming Share allotments.

9 7. Applicants who do not have a broker account must provide valid identification, proof of address, proof of source of funds and satisfy NCB Capital Markets Limited s customer acceptance requirements for account opening. 8. All Applicants are deemed to have accepted the terms and conditions set out in the Prospectus generally. FOR USE BY BROKER ONLY Application Received Time Received Payment Method Cheque Authorisation Letter of Cheque/Letter Payment Amount Pool Broker Authorised Signatory & Stamp

ELITE DIAGNOSTIC LIMITED ADDENDUM TO PROSPECTUS DATED DECEMBER 11, 2017

ELITE DIAGNOSTIC LIMITED ADDENDUM TO PROSPECTUS DATED DECEMBER 11, 2017 This addendum ( the Addendum ) is issued further to the prospectus of the Company dated December 11, 2017 ( the Prospectus ). The