SUN RESORTS LIMITED LISTING PARTICULARS CIRCULAR TO THE SHAREHOLDERS. LEC/R/04/ October 2014

Transcription

1 SUN RESORTS LIMITED LISTING PARTICULARS & CIRCULAR TO THE SHAREHOLDERS LEC/R/04/ October 2014

2 SUN RESORTS LIMITED LISTING PARTICULARS in respect of a Proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share for a maximum amount of MUR 1.2 billion New Ordinary Share will be issued for every one (1) Ordinary Share held on 18 December 2014 The number of Ordinary Shares will be rounded down to the nearest integer when fractions occur SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 1

3 IF YOU ARE A SHAREHOLDER OF SUN RESORTS LIMITED ( SRL ), THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION For a full appreciation of these Listing Particulars, this document should be read in its entirety. If you are in doubt about the action you should take, you should consult your investment dealer, legal adviser or other professional adviser immediately. This document is neither an invitation nor a prospectus nor a statement in lieu of a prospectus for the public in Mauritius or elsewhere to subscribe for shares in SRL. This document is intended only for the use of shareholders registered on the shareholders register of the Company as at 18 December 2014 and is not to be redistributed, reproduced or used, in whole or in part, for any other purpose. DISCLAIMER OF THE LISTING EXECUTIVE COMMITTEE OF THE STOCK EXCHANGE OF MAURITIUS LTD AND THE FINANCIAL SERVICES COMMISSION Neither the Listing Executive Committee ( LEC ) of the Stock Exchange of Mauritius Ltd ( SEM ), nor the SEM, nor the Financial Services Commission ( FSC ) assumes any responsibility for the contents of this document. 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 this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part of this document. The SEM, the LEC 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. A copy of these Listing Particulars has been filed with the FSC. SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 3

4 DECLARATION BY DIRECTORS These Listing Particulars include particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules (the Listing Rules ) governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The Directors of SRL, whose names appear in section 6, collectively and individually accept full responsibility for the accuracy or completeness of the information contained in these Listing Particulars 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. A copy of these Listing Particulars and all relevant statutory documents of SRL, have been filed with the FSC and the SEM. The Board of Directors (the Board ) of SRL hereby states that: (i) (ii) the working capital available to SRL group is sufficient to meet their day to day operations for a period of twelve (12) months from the date of this document; there has been no material adverse change in the financial or trading position of SRL since the latest interim published statements ended 30 June 2014; and (iii) At 30 June 2014: SRL group did not have any debt securities; the total borrowings of SRL group amounted to MUR 000 5,660,198, of which MUR 000 4,950,198 is secured and MUR ,000 unsecured; the total contingencies of SRL group amounted to MUR 000 2,600; the total mortgages and charges of the SRL group amounted to MUR 000 8,000,000. On 22 September 2014, the Board of Directors approved a proposed Rights Issue of up to 33,333,333 New Ordinary Shares of MUR 10 each at an issue price of MUR per share New Ordinary Share will be issued for every one (1) Ordinary Share held by SRL shareholder at close of business on 18 December The proposed Rights Issue is subject to the shareholders approval at a meeting to be held on 1 December The issue and subscription of New Ordinary Shares is conditional upon acceptance of 55% of the proposed Rights Issue. In the event that the minimum proceeds are not obtained, SRL will refund back the cash to the shareholders who have subscribed for the New Ordinary Shares. SRL is confident that the shares will be fully subscribed. The Board intends to proceed with the Rights Issue even if the shares are not fully subscribed. For and on behalf of the Board of Directors of SRL P. Arnaud Dalais Chairman Philippe Cassis Director Chief Executive Officer 20 October

5 SALIENT FEATURES OF THE RIGHTS ISSUE NEW ORDINARY SHARES New Ordinary Shares of MUR 10 each of SRL ranking pari passu with the existing Ordinary Shares PURPOSE OF THE ISSUE To (i) enable the Company to deleverage, and (ii) finance the implementation of its new strategy which includes: (a) restructuring of the business into two clusters (b) funding the uplift of existing hotels and investing in technology and (c) implementing its branding strategy TERMS OF THE ISSUE Proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR each A shareholder of SRL will be entitled to New Ordinary Share for every one (1) Ordinary Share registered in his/her name on 18 December 2014 rounded down to the nearest integer when fractions occur LISTING OF THE NEW ORDINARY SHARES Fully paid New Ordinary Shares will be listed and traded on the Official List of the SEM as from 23 February The Listing Executive Committee of SEM has, on 20 October 2014, approved the listing of the New Ordinary Shares AMOUNT TO BE RAISED UNDER RIGHTS ISSUE A maximum of MUR 1.2 billion. SRL is confident that the shares will be fully subscribed OPENING OF RIGHTS SUBSCRIPTION 9 January 2015 CLOSING OF RIGHTS SUBSCRIPTION 30 January 2015 PAYMENT TERMS Payable on 30 January 2015 at latest ISSUE DATE 13 February 2015 SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 5

6 Table of Contents: I DEFINITIONS pg 8 II III COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES 2.1 Company Background 2.2 Group Structure PARTICULARS OF THE RIGHTS ISSUE 3.1 Background to and Purpose of the Rights Issue 3.2 Estimated Net Proceeds 3.3 Terms of the Rights Issue New Ordinary Shares Issue Price for New Ordinary Shares Opening and Closing Date for the Rights Issue Rights Attached to the New Ordinary Shares 3.4 Subscription Procedure for Rights Issue Acceptance Sale of Rights Transfer of Rights Application for Excess New Ordinary Shares Purchase of Rights to Subscribe for New Ordinary Shares 3.5 Payment 3.6 Share Fractions 3.7 New Ordinary Shares not Subscribed For 3.8 Issue of New Ordinary Shares 3.9 Theoretical Ex-Rights Price 3.10 Approval by Shareholders 3.11 Listing of New Ordinary Shares 3.12 History of Share Prices pg 9 pg 9 pg 10 pg 11 pg 11 pg 12 pg 12 pg 12 pg 13 pg 13 pg 13 pg 14 pg 14 pg 14 pg 14 pg 15 pg 15 pg 16 pg 16 pg 16 pg 17 pg 17 pg 18 pg 18 pg 18 6

7 IV CALENDAR OF EVENTS pg 19 V VI VII VIII IX X XI XII XIII SHAREHOLDING STRUCTURE 5.1 Current Shareholding of SRL 5.2 Dilution Impact DIRECTORS 6.1 Directors Details 6.2 Directors Profiles 6.3 Directors Service Contracts 6.4 Interests of Directors 6.5 Remuneration and Benefits in Kind to Directors CORPORATE INFORMATION 7.1 Company Information 7.2 Third Party Information FINANCIAL INFORMATION 8.1 SRL Financial Highlights 8.2 Financial and Trading Prospects RISK MANAGEMENT ADDITIONAL DISCLOSURES 10.1 Employee Share Option Scheme 10.2 Material Contracts 10.3 Legal Proceedings, Contingencies and Guarantees 10.4 Others EXTRACTS OF CONSTITUTION STATEMENT OF DIRECTORS RESPONSIBILITIES DOCUMENTS AVAILABLE FOR INSPECTION pg 20 pg 20 pg 20 pg 21 pg 21 pg 22 pg 26 pg 27 pg 28 pg 28 pg 28 pg 28 pg 29 pg 29 pg 29 pg 30 pg 34 pg 34 pg 34 pg 34 pg 34 pg 35 pg 44 pg 45 SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 7

8 I DEFINITIONS In this document, where the context permits, the abbreviations set out below bear the following meanings: Act Board CIEL EBITDA EPS FSC Group Investment Dealer Issuer Listing Particulars Listing Rules MUR NAV New Ordinary Shares Ordinary Shares Person Rights Issue SEM Shangri-La Group SRL/the Company STHL Transaction Adviser The Companies Act 2001, as may be amended from time to time The Board of Directors of SRL CIEL Limited (previously known as Deep River Investment Limited with and into which CIEL Investment Limited has amalgamated) Earnings before interest, tax, depreciation and amortisation Earnings per share The Financial Services Commission of Mauritius SRL and its subsidiaries, as defined per the International Financial Reporting Standards (IFRS) As defined by section 2 of the Securities Act 2005 Sun Resorts Limited This document prepared for the purpose of the proposed Rights Issue pursuant to the Listing Rules issued by SEM The rules governing securities listed on the Official Market Mauritian Rupee Net Assets Value New ordinary shares of MUR 10 each of SRL ranking pari passu with the existing Ordinary Shares Ordinary shares of MUR 10 in the capital of SRL Any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organisation, authority or any other entity whether acting in an individual, fiduciary or other capacity whose names appear on the register of shares of SRL at the close of business on 18 December 2014 The proposed issue of up to 33,333,333 New Ordinary Shares of MUR 10 each at an issue price of MUR each to the shareholders of SRL as particularised in these Listing Particulars The Stock Exchange of Mauritius Ltd, established under the repealed Stock Exchange Act 1988 and governed by the Securities Act 2005 as amended Shangri-La Asia Limited and its affiliates Sun Resorts Limited SRL Touessrok Hotel Limited BDO & Co 8

9 II COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES 2.1 Company Background Sun Resorts Limited, incorporated on 10 February 1983, is a public company listed on the Official List of the Stock Exchange of Mauritius Ltd. The Company is also registered as a Reporting Issuer with the Financial Services Commission in line with the Securities Act SRL bears the registration number C and its registered office is situated at 5 th Floor, Ebène Skies, rue de l Institut, Ebène, Republic of Mauritius. SRL is an established hotel group in the Indian Ocean, owning and/ or managing five resorts in the Republic of Mauritius (5* Luxury Le Touessrok, 5* Long Beach, 5* Sugar Beach, 4* La Pirogue and 4* Ambre) and one resort in the Republic of Maldives (5* Luxury Kanuhura). As at 31 December 2013 the stated capital of SRL was made up of 113,397,435 Ordinary Shares of MUR 10 each worth in total MUR 1,133,974,350, out of which 19,596,046 are being held as treasury shares. The Ordinary Shares are in registered form. As at 31 December 2013, the number of people employed by SRL Group stood at around 3,540. SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 9

10 II COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES (cont d) 2.2 Group Structure The corporate structure of SRL as at 30 June 2014 was as follows: CIEL Limited 53.35% The Anglo-Mauritius Assurance Society Limited 6.85% SUN RESORTS LIMITED 100% Wolmar Sun Hotels Limited 99.82% City & Beach Hotels (Mtius) Limited 99.96% Hotel des Iles Limited 100% Sun Leisure Hotels Limited 100% Sun Continuous Learning Group Limited 100% Long Beach IHS Ltd 100% Aberdeen Management Ltd 100% SRL Property Ltd 99.89% Sun Leisure Investments Limited 100% SRL Hotels International Ltd 100% Sun Resorts International Limited 100% Sun Resorts (Seychelles) Ltd 100% SRL Marketing Ltd 100% Solea Vacances SA 100% World Leisure Holidays (Pty) Ltd 100% SRL Management Ltd 100% Sun Resorts France Sarl 100% SRL Maldives Ltd 100% SRL Kanuhura Ltd 100% Washright Services Ltd 100% Sun Resorts CSR Fund Ltd 100% Alamanda Limited 74% SRL Touessrok Hotel Ltd Note 1: Note 2: Note 3: Note 4: The shareholding of Sun Resorts Limited, comprising of shareholders holding more than 5% in SRL, has been calculated on the issued shares excluding the 19,596,046 treasury shares. On 26 March 2014, CIEL Limited acquired the 10% stake of GML Investissement Limitée in SRL, which triggered a mandatory offer under the Securities Takeover Rules 2010 whereby CIEL acquired an additional stake of 14.03% with its shareholding increasing to 53.35%. On 14 April 2014, in view of the new strategy developed and announced by SRL whereby SRL wants to separate the management of its assets from its other activities of hotel operator, a new subsidiary of SRL was incorporated, STHL, a private company limited by shares, to hold the assets of Le Touessrok Hotel. As at 30 June 2014, Alamanda Limited, Sun Leisure Investments Limited, Sun Leisure Hotels Limited, Aberdeen Management Ltd, SRL Hotels International Ltd, SRL Property Ltd and Sun Resorts (Seychelles) Limited were non-trading companies. 10

11 III PARTICULARS OF THE RIGHTS ISSUE 3.1 Background to and Purpose of the Rights Issue Over the past 30 years, the Group has played an important role in the development and emergence of the local tourism industry and benefits from excellent operating assets and prime locations on the island and in Maldives. The local tourism industry faced a hard time in 2013 with a weak eurozone, excess room capacity, limited connectivity to certain key markets and high airfares. Despite the 2.9% growth in tourist arrivals to the island, the Group managed to increase its market share of total tourist arrivals in the Mauritian resorts by 26%, with encouraging improvement in all hotel categories. The Company s diversification strategy towards the Far East and in particular, China has been positive for the local resorts. During 2013, the Company entered into agreements with key operators from China, establishing a platform for future growth. As from 1 January 2014, the Group has a new Chief Executive Officer, Mr. Philippe Cassis. He has been acting as shadow CEO since September 2013 and worked on a new business model for the Group by leveraging on the prime sites, excellent quality of services and experience acquired over 35 years of presence in the industry. The new business model will have two distinct clusters: operational management and asset management. The operational management cluster will continue to manage the existing portfolio of owned and leased resorts. The Company intends to pursue its growth in this cluster with an asset light strategy. On the other hand, an asset management cluster shall be set up to look after the Company s portfolio of hotels where it shall partner with strong international brands. In order to execute the strategy, the Company will focus on three main aspects: Reinforcing and consolidating the Company s core competencies to gear the organisation towards serving a number of new external hotel operations; Brand differentiation to match the new identity and capabilities; and Restructuring and developing a wider hotel portfolio to improve returns and better utilise the assets and competencies. The proceeds of the Rights Issue will be used as follows: 50% towards reduction of debt to improve gearing; 10% towards acquisition of 50% shareholding in Anahita Hotel Limited; 20% towards the implementation of the business process review exercise as explained above; and 20% towards the soft refurbishment of La Pirogue and Sugar Beach. SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 11

12 III PARTICULARS OF THE RIGHTS ISSUE (cont d) 3.2 Estimated Net Proceeds Details MUR 000 Proceeds from Rights Issue 1,200,000 Estimated expenses (see below) 6,555 Estimated net proceeds 1,193,445 The estimated amount of expenses associated with the Rights Issue is MUR 000 6,555. The details of the estimated costs are as follows: Details MUR 000 Consultancy fees 4,750 Legal and Secretary 500 Postage and printing fees 1,210 Fees for listing 95 Total estimated costs 6, Terms of the Rights Issue New Ordinary Shares SRL will issue up to 33,333,333 New Ordinary Shares of MUR 10 each at an issue price of MUR each. Shareholders of SRL (the Shareholders ) will be entitled to subscribe for New Ordinary Share for every one Share registered in their names at the close of business on 18 December SRL will not issue fractional shares. The number of New Ordinary Shares will be rounded down to the nearest integer when fractions occur. Immediately following the completion of the Rights Issue in accordance with the terms of these Listing Particulars, the New Ordinary Shares will rank in all respect pari passu with the Ordinary Shares of the Issuer presently in issue. Fully paid New Ordinary Shares will be listed and traded on the Official List of the SEM as from 23 February Shareholders of SRL opting not to take up their rights may freely trade same on SEM as from 16 January 2015 to 22 January Shareholders of SRL who subscribe for all New Ordinary Shares to which they are entitled under the present Rights Issue may also apply, on the same terms and conditions, for New Ordinary Shares in excess of their entitlement. 12

13 As at the date of these Listing Particulars, the stated capital of SRL is made up of 113,397,435 fully paid up Ordinary Shares. Upon completion of the Rights Issue, SRL will have a stated capital made up of 146,730,768 Ordinary Shares if the shares are fully subscribed. The Rights Issue will not be underwritten. The stated capital includes 19,596,046 treasury shares which will be unaffected by the Rights Issue, and will not involve any entitlement therefrom Issue Price for New Ordinary Shares The Board has applied a discount of approximately 12% on the prevailing share price as at 24 July 2014 to arrive at an issue price of MUR per share. Ruling share price as at 24 July 2014 MUR Discount to share price 12% Offer price MUR The Directors confirm that they have made due enquiry and consultation and are satisfied that the issue price for the Rights Issue is fair and reasonable to the Company and all its existing shareholders under Section 56(1) of the Companies Act Opening and Closing Date for the Rights Issue The Rights Issue will open at 9.00 hours on 9 January 2015 and will close at hours on 30 January Rights Attached to New Ordinary Shares Immediately following the completion of the Rights Issue in accordance with the terms of these Listing Particulars, the New Ordinary Shares will rank in all respect pari passu with the Ordinary Shares of the Issuer presently in issue. Those rights, privileges and conditions are set out in Section 46(2) of the Act. Fully paid New Ordinary Shares will be listed and traded on the Official List of the SEM as from 23 February Further details with regards to the rights attached to New Ordinary Shares are set out in section 11. SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 13

14 III PARTICULARS OF THE RIGHTS ISSUE (cont d) 3.4 Subscription Procedure for Rights Issue Subject to shareholders approval of the Rights Issue, the offer letter, application guide, application forms and bank transfers will, on or about 30 December 2014, be sent to shareholders registered at close of business on 18 December Acceptance Acceptances are irrevocable and cannot be withdrawn. Shareholders may accept to fully or partially subscribe to the offer for New Ordinary Shares issued by SRL by completing and returning parts A and B of the application form with full payment for the shares subscribed to the Registrar and Transfer Office, MCB Registry & Securities Limited, 2 nd Floor, MCB Centre, Sir William Newton Street, Port Louis. The completed application form together with the payment should reach Registrar and Transfer Office, MCB Registry & Securities Limited not later than 30 January 2015 at hours, Mauritius time. Registered holders of shares burdened with usufruct who do not propose to subscribe for the New Ordinary Shares are required under Clause 7.2(b) of the Constitution to forward the offer to the usufructuaries who may subscribe the New Ordinary Shares on offer in full ownership within the offer period prescribed above. A shareholder or a usufructuary of a share in appropriate cases will be deemed to have declined the offer to subscribe for New Ordinary Shares under the Rights Issue if he/she/it fails to meet the above deadline. Incomplete applications will be rejected. CIEL, as majority shareholder, has signified its intention to fully subscribe to its share of the Rights Issue Sale of Rights Shareholders who do not wish to subscribe for any or part of the New Ordinary Shares issued by SRL, may sell wholly or partly their rights. The rights may then be negotiated through one of the licensed Investment Dealers companies and sold on the Official List of SEM between the 16 January 2015 to the 22 January Transfer of Rights The rights of a shareholder to subscribe for New Ordinary Shares may be transferred to a related party by completing parts A and C of the application form in accordance with the instructions contained therein. Transfer of Rights to a Related Party The transfer of rights will only be accepted if made between husband and wife, an ascendant to a descendant, by a société to its members, by way of succession, or by a wholly owned subsidiary of a Person if that Person is not a natural person. 14

15 A certified true copy of document evidencing such relationship must be submitted together with the duly completed and signed application form (for example, birth certificate, marriage certificate, Acte de Société, affidavit). A duly completed and signed application form must be remitted with full payment for the New Ordinary Share to the Registrar and Transfer Office, MCB Registry & Securities Limited, 2 nd Floor, MCB Centre, Sir William Newton Street, Port Louis not later than 30 January 2015 at hours, Mauritius time Application for Excess New Ordinary Shares Shareholders who subscribe in full to the New Ordinary Shares issued by SRL may also apply to subscribe to New Ordinary Shares in excess of their entitlements ( Excess New Ordinary Shares ) on the same terms and conditions, by completing and signing parts A and B of the application form. The application form must be returned with full payment to the Registrar and Transfer Office, MCB Registry & Securities Limited, 2 nd Floor, MCB Centre, Sir William Newton Street, Port Louis not later than 30 January 2015 at hours, Mauritius time. A separate cheque or bank transfer instruction form should be tendered for an application for Excess New Ordinary Shares. Full details regarding the application for Excess New Ordinary Shares are summarised below: Any New Ordinary Share which is not subscribed for will be allotted by the Board, on a pro rata basis, to applicants for Excess New Ordinary Shares; No interest will be paid on monies received in respect of applications for Excess New Ordinary Shares; and Any payment received in respect of unsuccessful applications for Excess New Ordinary Shares will be refunded as soon as practicable thereafter Purchase of Rights to Subscribe for New Ordinary Shares The forms for the purchase of rights to subscribe for New Ordinary Shares on the Official List of SEM will be made available by Investment Dealers. Buyers other than the shareholders whose names appear on the register of shares of SRL at close of business on 18 December 2014 subscribing for New Ordinary Shares shall complete and remit the form with full payment in respect of the purchase of rights to the Investment Dealer. The Investment Dealers shall then remit the completed forms along with full payment to the Registrar and Transfer Office, MCB Registry & Securities Limited, 2 nd Floor, MCB Centre, Sir William Newton Street, Port Louis not later than 30 January 2015 at hours, Mauritius time. SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 15

16 III PARTICULARS OF THE RIGHTS ISSUE (cont d) 3.5 Payment Payment for New Ordinary Shares can be made by using the bank transfer form. Payment can also be made by crossed cheque or bank office cheque. Cheques must be drawn to the order of Sun Resorts Limited for the total amount payable and must reach the Registrar and Transfer Office, MCB Registry & Securities Limited, 2 nd Floor, MCB Centre, Sir William Newton Street, Port Louis not later than 30 January 2015 at hours, Mauritius time together with the appropriate form(s) duly completed and signed. SRL will reject applications for New Ordinary Shares where cheques received for payment in relation thereto have been dishonored by the drawer s bank or where bank transfers have failed. No cash payments will be accepted. 3.6 Share Fractions SRL will not issue any fractions of New Ordinary Shares. Fractions will be rounded down to the nearest integer. Fractional shares will be pooled together and be under the control of the Board which will decide how to deal with them in due course. 3.7 New Ordinary Shares not Subscribed For The New Ordinary Shares in respect of which no duly completed acceptance forms from shareholders and signed forms from new buyers and/or relevant full payment have been received at the closure of subscription will remain under the control of the Board who will allot them on a pro rata basis to other shareholders who applied for excess shares at a price of MUR per Ordinary Share. 16

17 3.8 Issue of New Ordinary Shares The issue of New Ordinary Shares will be effected on the Issue Date. The Registrar and Transfer Office will send a letter by registered post to shareholders as they appear in the records of SRL to confirm the number of New Ordinary Shares issued to them. For shareholders having a Central Depositary System ( CDS ) account, their respective accounts will be credited with the number of New Ordinary Shares allocated once listed. A Share Certificate will be sent by registered post to shareholders with no CDS account. A letter will be sent to shareholders to confirm the number of New Ordinary Shares credited to their account. For all other applicants, the Registrar and Transfer Office will send a letter together with the share certificate by registered post to shareholders as it appears in the records of SRL to confirm the number of New Ordinary Shares issued to them. All New Ordinary Shares issued under the Rights Issue will be in registered form. 3.9 Theoretical Ex-Rights Price The theoretical ex-rights price is based on the share price of SRL on 22 September 2014 being the last practicable day prior to the publication of these Listing Particulars. Last price quoted prior to the issue MUR Number of shares in issue (Including treasury shares) 113,397,435 Market capitalisation prior to the issue MUR 5,046,185,858 Number of shares to be issued 33,333,333 Value of shares issued MUR 1,200,000,000 Capitalisation following the issue MUR 6,246,185,858 Number of shares following the issue of New Ordinary Shares (Including treasury shares) 146,730,768 Theoretical ex-rights price following the issue MUR SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 17

18 III PARTICULARS OF THE RIGHTS ISSUE (cont d) 3.10 Approval by Shareholders The terms and conditions of the Rights Issue will have to be approved by the shareholders of SRL at a special meeting to be held on 1 December Listing of New Ordinary Shares The fully paid New Ordinary Shares will be listed and traded on the Official List of the SEM as from 23 February The Listing Executive Committee of SEM has, on 20 October 2014, approved the above application History of Share Prices The market value of SRL shares on the SEMDEX indices on the first dealing day in each of the six months preceding the date of Listing Particulars. Date Share Price MUR SEMDEX 1 August , July , June , May , April , March , The trading price per share of SRL on 25 March 2014, being the last dealing date before the announcement of the Rights Issue made on 26 March 2014, was MUR The SEMDEX was at 2, On 22 September 2014, the trading price was MUR and the value of the SEMDEX was at 2,

19 IV CALENDAR OF EVENTS Special meeting of Shareholders 1 December 2014 First Cum Rights trading session 2 December 2014 Last day to deposit share certificates at CDS for first day of trading of rights for the New Ordinary Shares 11 December 2014 Last Cum Rights trading session 15 December 2014 Shares quoted Ex-Rights 16 December 2014 Record date (close of business) 18 December 2014 Opening of rights subscription First day to deposit allotment letters in CDS for trading of rights for the New Ordinary Shares Last day to deposit letter of allotment at CDS for trading of rights for the New Ordinary Shares 9 January January 2015 First day for trading of rights for the New Ordinary Shares 16 January 2015 Last day for trading of rights for the New Ordinary Shares 22 January 2015 Closure of Rights subscription for New Ordinary Shares and payment 30 January 2015 Communicating estimation of results 2 February 2015 Allotment of fully paid New Ordinary Shares to shareholders 13 February 2015 Communicating results of rights 18 February 2015 Sending share certificate to shareholders and crediting the CDS accounts 20 February 2015 First day of trading of New Ordinary Shares 23 February 2015 Sending of cheques in respect of unsuccessful applicants for excess application 25 February 2015 SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 19

20 V SHAREHOLDING STRUCTURE 5.1 Current Shareholding of SRL As at 31 December 2013, the shareholders holding more than 5% of the Ordinary Shares of the Company were as follows: Number of Shares Owned % Holding Substantial Shareholders (exluding treasury shares) CIEL Investment Limited* 27,500, % GML Investissement Ltée 9,380, % The Anglo-Mauritius Assurance Society Limited 6,140, % *On 24 January 2014, CIEL Investment Limited was amalgamated with and into Deep River Investment Limited, and the latter, as surviving company was renamed CIEL, such that the shareholding of Sun Resorts Limited held by CIEL Investment Limited was in fact held by CIEL at the effective date of the amalgamation, being 24 January On 26 March 2014, CIEL acquired the 10.00% holding of GML Investissement Ltée. This transaction thereby increased CIEL s effective control over SRL to 39.32%. This acquisition, triggered a mandatory offer under the Securities (Takeover) Rules 2010 and CIEL made an offer to the shareholders of SRL to acquire the shares which were not already held by CIEL. Following the said offer, CIEL acquired an additional stake of 14.03% in SRL, increasing its effective control on SRL to 53.35%. As at 30 June 2014, the shareholders holding more than 5% of the Ordinary Shares of the Company were as follows: Number of Shares Owned % Holding Substantial Shareholders (exluding treasury shares) CIEL 50,040, % The Anglo-Mauritius Assurance Society Limited 6,422, % 5.2 Dilution Impact Total number of ordinary shares Total number of treasury shares Total number of ordinary shares less treasury shares Current 113,397,435 19,596,046 93,801,389 Following Rights Issue 146,730,768 19,596, ,134, % As a result of the Rights Issue, the maximum dilution per share for a shareholder not subscribing to the Rights Issue has been estimated to be 26.22%. 20

21 VI DIRECTORS 6.1 Directors Details CHAIRMAN DIRECTORS Mr. DALAIS, P. Arnaud Chemin Campement, Floreal, Mauritius Mr. CASSIS, C. J. Philippe La Residence Le Mouillage, Penthouse No 10, Royal Rd, Calodyne, Mauritius Mr. DALAIS, G. Christian 38, Shah Avenue, Floreal, Mauritius Mr. DALAIS, J. Jean-Pierre King George VI Avenue, Floreal, Mauritius Mr. GUIMBEAU, M. A. Louis Chants d Oiseau, La Preneuse Coastal Road, Black River, Mauritius Mr. HAREL, L. R. Jacques Charmoses, Mon Loisir Rouillard, Mauritius Mr. HUGNIN, Thierry Casa Andiamo, Avenue des Lauriers, Pointe aux Cannoniers, Mauritius Mr. MALLAM HASHAM, M. Iqbal 34A, Farquhar Avenue, Quatre Bornes, Mauritius Mr. MAYER. J. Harold (appointed on 24 July 2014) Plantation Marguery, Black River, Mauritius Mr. PELISSON, C. G. Gilles Avenue Molière, 143, Bruxelles 1190 BE, Belgique Mr. VEERASAMY, Naderasen Pillay (appointed on 24 July 2014) Morcellement Providence sur Mer, Poste de Flacq, Mauritius ALTERNATE DIRECTOR Mr. RINGADOO, D. N. Raj 39, Farquhar Avenue, Quatre Bornes, Mauritius SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 21

22 VI DIRECTORS (cont d) 6.2 Directors Profiles The name of all Directors, their categories and their profiles are provided hereafter. Mr. DALAIS, P. Arnaud (Mauritian) Non-Executive Chairman appointed Director on 3 December 1991 and Chairman as from 21 February 2011 Mr. P Arnaud Dalais joined the CIEL Group in August 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 organizations including the Joint Economic Council from 2000 to He has in 2010 been appointed Group Chairman of the CIEL Group. Since the amalgamation of CIEL Investment Limited with and into Deep River Investment Limited effective on 24 January 2014, Mr. P Arnaud Dalais acts as Chairman of CIEL Limited (formerly known as Deep River Investment Limited, the surviving company). He is also the Chairman of CIEL Textile Limited and Group Chief Executive of Alteo Limited. He is a member of the Company s Corporate Governance Nomination and Remuneration Committee. Directorships in other companies listed on the Official Market of the SEM: - Alteo Limited - Caudan Development Limited - CIEL Limited - Promotion and Development Limited Mr. CASSIS, C. J. Philippe (German) Executive Director appointed Director on 20 March 2014 Mr. Philippe Cassis was nominated Chief Executive Officer Designate of the company, as from 17 September Since 1 January 2014, he acts as Chief Executive Officer of Sun Resorts Limited. Mr. Cassis is an experienced hotelier who joined the Company from Starwood Hotels & Resorts and was based in Brazil where he was Senior Vice President, Operations & Global Initiatives, and Latin America, overlooking some 40 hotels for this international group. Aged 51 and a German national, Mr. Cassis joined Starwood Hotels & Resorts in 1985 and has occupied various important posts. He has been Regional Director for Spain and Portugal and Regional Director of Operations for the Africa and Middle East region. Polyglot and a man of many cultures, he holds a Diploma from the prestigious Swiss hospitality training school, Glion Institute of Higher Education. Directorships in other companies listed on the Official Market of the SEM: none 22

23 Mr. DALAIS, G. Christian (Mauritian) Non-Executive Director appointed Director on 10 February 1983 and as Chairman from 8 December 1987 to 21 February 2011 Mr. G Christian Dalais has been the Chief Executive Officer of Ireland Blyth Limited ( IBL ) for several years and resigned as Director of IBL in December He has been the Chairman of SRL for more than twenty years until February 2011, when he resigned. He is the Chairman of the Company s Corporate Governance Nomination and Remuneration Committee. Directorships in other companies listed on the Official Market of the SEM: - CIEL Limited Mr. DALAIS, J. Jean-Pierre (Mauritian) Non-Executive Director appointed Director on 7 April 2010 With an MBA from The International University of America, Mr. Jean-Pierre Dalais acquired some working experience from Arthur Andersen (Mauritius and France) before joining the CIEL Group. He played and continues to play an active role in the development of the Group s operations both in Mauritius and internationally. Mr. Jean-Pierre Dalais is an Executive Director of CIEL Limited, formerly known as Deep River Investment Limited, the merged entity with and into which CIEL Investment Limited has been amalgamated. He is a member of the Company s Audit and Risk Committee. Directorships in other companies listed on the Official Market of the SEM: - Alteo Limited - CIEL Limited - IPRO Growth Fund Limited - Phoenix Beverages Ltd (Alternate Director) Mr. GUIMBEAU, M. A. Louis (Mauritian) Non-Executive Director appointed Director on 22 July 2010 A Fellow Member 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 Member of the Mauritius Institute of Directors, Mr. M. A. Louis Guimbeau has worked in the Export Processing Zone, in the diamond cutting industry and in various companies of the Rogers Group. He actively participated in the setting-up of a Freeport developer and a third party service provider company. He was the Finance and Administrative Manager of the Saint Aubin Group before retiring in Directorships in other companies listed on the Official Market of the SEM: - CIEL Limited SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 23

24 VI DIRECTORS (cont d) Mr. HAREL, L. R. Jacques (Mauritian) Independent Director appointed Director on 4 June 2008 As well as being a holder of a Bachelor of Arts in Business Studies from the University of Westminster, Mr. Harel is also a Member of the Institute of Chartered Accountants in England and Wales. Since April 2007, he has been the Chief Executive Officer of Blanche Birger, an investment technology group operating primarily in the Indian Ocean region. He is a member of the Company s Audit and Risk Committee as well as a member of the Corporate Governance Nomination and Remuneration Committee Directorships in other companies listed on the Official Market of the SEM: none Mr. HUGNIN, Thierry (Mauritian) Non- Executive Director appointed Director on 7 April 2010 As a Chartered Accountant, Mr. Thierry Hugnin has acquired a wide experience in the investment sector, both in London and Mauritius. He has also worked with Blakeney Management, a London-based investment boutique, focusing on Africa and the Middle East. Mr. Thierry Hugnin is the Managing Director of Kibo Capital Partners Limited (formerly known as CIEL Capital (International) Limited). He is a member of the Company s Audit and Risk Committee. Directorships in other companies listed on the Official Market of the SEM: none Mr. MALLAM HASHAM, M. Iqbal (Mauritian) Independent Director appointed Director on 8 March 2006 Mr. Iqbal Mallam Hasham is the Managing Director of the State Investment Corporation Limited and a Director of the Caudan Development Ltd. He also has wide-ranging experience in the banking sector. He is the Chairman of the Company s Audit and Risk Committee. Directorships in other companies listed on the Official Market of the SEM: - Caudan Development Limited Mr. MAYER, J. Harold (Mauritian) Non- Executive Director appointed Director on 24 July 2014 Mr. 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 Chief Executive Officer in Directorship in other listed companies: - CIEL Limited 24

25 Mr. PELISSON, C. G. Gilles (French) Independent Director- appointed Director on 20 July 2012 Mr. Gilles Pélisson graduated from ESSEC Business School and holds an MBA from Harvard Business School. He started his career in the Accor Group in He spent six years in the USA as Vice President marketing of Seafood Broiler restaurants then as Senior Vice President of Accor for the Asia Pacific region. In 1988 he was appointed CEO of Courtepailles restaurants then Co- CEO of the Novotel hotel chains in In 1995, he was nominated CEO of Disneyland Paris Resort, then Chairman and CEO of that same resort in 1997, role he assumed until In 2000, he joined the Suez Group until September 2001 when he joined Bouygues Telecom as CEO. In January 2006, he became CEO of Accor and was appointed Chairman in February 2009, a position he held until January He is a member of the Global Board of Senior Advisors of Jefferies NY, Member of the Board of Directors of Accenture plc (NY), Group TF1, Groupe Lucien Barrière casinos and a former Member of the Board of Directors of BIC SA and NH Hotels. France has honoured him as Chevalier of both the Légion d Honneur and the Ordre National du Mérite. Directorships in other companies listed on the Official Market of the SEM: none Directorships in other companies listed internationally: - Accenture Plc (NY) - Group TF1 Mr. VEERASAMY, Naderasen (Jim) Pillay (Mauritian) Independent Director appointed Director on 24 July 2014 Born in 1957, Naderasen Pillay Veerasamy holds an LLB degree from the University of Buckingham in the UK. He was called to the Bar within the Honourable Society of the Middle Temple in 1982 and immediately thereafter sworn in as Barrister before the Supreme Court of Mauritius. He completed his Maîtrise de Droit Privé at Université de Paris II (Assas) in He was thereafter called to the bar at the Cour d Appel de Paris in He collaborated with SCP J.C. Goldsmith & Associates, as well as SCP Azéma Sells between 1988 and In 1995 he set up his own Chambers in Paris practising mainly in Business Law. As from 1997, he founded the Fourmentin Le Quintrec Veerasamy et Associés Chambers, comprising 6 associates and dealing with arbitration in Business Law. He is still a practicing barrister in Mauritius. Other directorships in listed companies: Rogers Ltd SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 25

26 VI DIRECTORS (cont d) Alternate Directors Mr. RINGADOO, D. N. Raj Independent Director (Mauritian) First appointed Alternate Director to Mr. M. Iqbal Mallam Hasham on 8 March 2006, resigned on 1 June 2012 and was re-appointed on 10 October 2012 Mr. Raj Direvium Nagaya Ringadoo is the Chairperson of The State Investment Corporation Ltd, the Government of Mauritius investment arm. He is a UK Chartered Civil Engineer and has worked as a civil engineer for three years with Sir Alexander Gibbs & Partners in the UK. He was formerly Chief Manager at the Development Bank of Mauritius and reckons more than 20 years in the Banking sector. He also holds an Honours Degree in Civil Engineering from the University of Manchester Institute of Science and Technology and an MSc in Construction Management from the University of Reading. Directorships in other companies listed on the Official Market of the SEM: - Air Mauritius Ltd - National Investment Trust Ltd 6.3 Directors Service Contracts The Chief Executive Officer holds a service contract without expiry date. There was no contract of significance subsisting during the year to which the Company or one of its subsidiaries was a party and in which a Director was materially interested, either directly or indirectly. 26

27 6.4 Interests of Directors The Directors and officers interests in the shares of the Company as at 30 June 2014 were as follows: Ordinary Shares Directors Direct No. of Shares Held Indirect No. of Shares Held Mr. DALAIS, P. Arnaud 69,617 13,721 Mr. CASSIS, C.J. Philippe - - Mr. DALAIS, G. Christian - 47,500 Mr. DALAIS, J. Jean-Pierre 60,871 - Mr. GUIMBEAU, M. A. Louis - 1,457 Mr. HAREL, L. R. Jacques - - Mr. HUGNIN, Thierry Mr. MALLAM HASHAM, M. Iqbal - - Mr. MARTIN, G. R. Arnaud * 161, Mr. PELISSON, C. G. Gilles - - Alternate Directors Mr. RINGADOO, D. N. Raj Mr. ROUNTREE, Michael Teig ** - - Senior Executive Mr. Wong Yun Shing, Tommy 278,000 3,000 *Mr. Martin, G. R. Arnaud has resigned as a Director on 24 July **Mr. Rountree, Michael Teig has resigned as Alternate Director on 29 August SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 27

28 VI DIRECTORS (cont d) 6.5 Remuneration and Benefits in Kind to Directors Remuneration and benefits received and receivable by the Directors of SRL and its subsidiaries are as follows: MUR 000 MUR 000 Executive Directors 28,504 25,333 Non-Executive and Independent Directors 1, The aggregate remuneration and benefits payable for the current financial period have not yet been determined. CORPORATE INFORMATION VII 7.1 Company Information Company Name Sun Resorts Limited Country of incorporation Mauritius Year of incorporation 1983 Business Registration Number C Registered Office 5 th Floor, Ebène Skies, rue de l Institut, Ebène, Mauritius Tel : ( ) 7.2 Third Party Information Company Secretary Auditors Principal Bankers Legal Advisor for the Rights Issue Registrar and Transfer Office CIEL Corporate Services Ltd 5 th Floor, Ebène Skies, rue de l Institut, Ebène, Mauritius BDO & Co The Mauritius Commercial Bank Ltd State Bank of Mauritius Ltd Hong Kong & Shanghai Banking Corporation Ltd M. Iqbal RAJAHBALEE, SC BLC Chambers MCB Registry & Securities Limited 2nd Floor, MCB Centre, Sir William Newton Street Port Louis Tel : ( ) 28

29 VIII FINANCIAL INFORMATION 8.1 SRL Financial Highlights SRL financial statements highlights for the half year ended 30 June 2014 ( HYE 2014 ) and years ended 31 December 2011, 2012, and 2013 are as follows: HYE (Unaudited) (Audited) (Audited) (Audited) Total assets MUR'000 12,599,585 13,005,690 13,311,352 11,570,942 Owner s interest MUR'000 5,298,113 5,377,977 5,470,736 4,638,809 Turnover MUR'000 1,965,146 4,038,084 3,609,460 3,597,428 Profit/(Loss) after tax MUR 000 (98,794) (31,849) 16, ,811 KPI's: EPS/(Loss per share) MUR (1.05) (0.34) Net asset per Ordinary Share MUR Financial and Trading Prospects With the re-positioning of its business model and its new strategy, the Group should become more adaptable and effective to face the challenges in the global tourism industry. The partnership and minority participation of 26% of the Shangri-La Group in STHL should enable SRL to unlock value and maximize return for this resort. The potential acquisition of 50% equity in Anahita Hotel Limited, the holding company of Four Seasons Resorts Mauritius at Anahita should add value to the Group s results and improve the assets portfolio of SRL. The Rights Issue will strengthen the financial position of SRL by deleveraging the Company and also make available enough cash resources to carry out its strategy to re-organise its operational management cluster as well as uplift some of its hotels. With the business process review being carried out, the Company is expected to: - become more competitive, efficient and productive across all centralised functions; - have in place the adequate processes to boost growth; - provide excellent and professional services to all the units within the Group; and - ensure that services provided by the Corporate Office add value to the resorts day to day operations and can be packaged and easily deployed in new properties. SUN RESORTS LIMITED Listing Particulars in respect of a proposed Rights Issue of up to 33,333,333 New Ordinary Shares at an issue price of MUR per share PG. 29

30 IX. RISK MANAGEMENT SRL has an established Risk Management process and framework to monitor and mitigate its exposure to risks. An Enterprise-Wide Risk Management ( ERM ) framework has been designed to support its strategy and the achievement of its objectives by anticipating and managing opportunities for potential threats to business. The key elements of the ERM framework include: Risk management policy and governance structure Risk tolerance and appetite assessment Risk identification, prioritisation and response protocols Monitoring and reporting systems Development of a risk awareness culture. While the Board has the overall responsibility for the Company s risk management and internal control systems, the Audit & Risk Committee has been mandated to ensure that management takes appropriate measures to mitigate any risk identified in the day-to-day operations of the entities within the Company. Management is ultimately responsible in: Ensuring that all material risks are identified and reported; Developing, agreeing upon, managing, measuring and communicating the mitigation activities to ensure objectives are achieved; and Promoting continuous identification of new risks that may arise for onward implementation of the required mitigating controls. The following risk areas have been identified for the Company: (i) Political And Economic Development Risks SRL is dependent on the Government s policies pertaining to the tourism industry. In particular, the Government s strategies relating to the promotion for this sector and air access policy are crucial to the SRL s growth. SRL, as member of AHRIM, plays an active role and contributes positively in discussions affecting key policies for the tourism industry as a whole. 30