PREPARED BY: LISTING PARTICULARS

Transcription

1 PREPARED BY: LISTING PARTICULARS

2 Tadvest Limited (Incorporated in the Republic of Mauritius) (Registration number: ) Having its address at Unit 12B, 12th Floor, Raffles Tower, 19, Cybercity, Ebene, Mauritius SEM share code: [ ] NSX share code: [ ] ISIN: [ ] ( Tadvest or the company ) LISTING PARTICULARS The definitions commencing on page 12 of these Listing Particulars have, where appropriate, been used on this cover page. An application has been made for the listing of up to 60,000,000 ordinary shares of Tadvest on the SEM, as follows: the listing of 15,196,030 ordinary shares at an indicative issue price of USD 0.90 per share on the Official Market of the SEM by way of an introduction; and the listing of up to 44,803,970 additional ordinary shares which will be issued at an indicative issue price of Namibia Dollars equivalent of USD 0.90 per share in terms of the Namibian private placement and the NSX listing. Accordingly, these Listing Particulars have been prepared and issued in compliance with the Listing Rules governing the listing of securities on the Official Market of the SEM to provide information to targeted investors with regard to the company. These Listing Particulars are not an invitation to the public to subscribe for shares in Tadvest. It is expected that dealings in the shares on the SEM Official Market will commence on 03 February Immediately following the SEM listing, the stated capital of Tadvest will comprise 15,196,030 ordinary no par value shares. At the date of the SEM listing the anticipated market capitalisation of the company will be approximately USD 14,000,000. On the first day of listing and trading on the SEM, 151,960 shares, being one percent of the ordinary shares of Tadvest, will be made available for trading at an indicative price of USD A copy of these Listing Particulars is available in English only, accompanied by the documents referred to under Documentation available for inspection as set out in section four, paragraph 11 of these Listing Particulars. The Listing Particulars are distributed in connection with an introduction and placement of the shares of the company, none of which will be issued to any person other than a person to whom a copy of these Listing Particulars is provided by the company. It is issued in compliance with the Listing Rules for the purpose of giving information to the public regarding Tadvest and to provide information to targeted investors with regard to the Mauritian listing. The directors, whose names appear on page 16 and Annexure 1, 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 facts the omission of which would make any statement herein misleading. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 2 of 115

3 The South African corporate advisors, Mauritian legal advisor as to Mauritian law, SEM authorised representative, Mauritian company administrator, auditors, independent financial advisors and Mauritian bankers whose names are included in these Listing Particulars, have consented in writing to the inclusion of their names in the capacity stated and have not withdrawn their written consent prior to publication of these Listing Particulars. These Listing Particulars include forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of the company and its future prospects. These forward-looking statements have been based on current expectations and projections which, although the directors believe them to be reasonable, are not a guarantee of future performance. The distribution of these Listing Particulars and the placing, sale or delivery of the Tadvest shares is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of these Listing Particulars are advised to consult their own legal advisors as to what restrictions may be applicable to them and to observe such restrictions. These Listing Particulars may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorised. Targeted investors should not treat the contents of these Listing Particulars as advice relating to legal, taxation, investment or any other matters. Targeted investors should inform themselves as to (i) the legal requirements within their own respective country for the purchase, holding, transfer or other disposal of shares; (ii) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of shares which they may encounter; (iii) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of shares. Prospective investors must rely on their own representatives, including their own legal advisors and accountants, as to legal, tax, investment or any other related matters concerning the company and an investment therein. These Listing Particulars should be read in its entirety before making any application for shares. Disclosure requirements for US investors. On 27 December 2013, the Government of the Republic of Mauritius and the Government of the United States of America signed an Agreement for the Exchange of Information Relating to Taxes (the Agreement ) to set the legal framework to enable exchange of tax information between the two countries. This was followed by the signing of an Inter-Governmental Agreement (based on Model 1 IGA) to improve international tax compliance and to implement the FATCA (the IGA ). Both agreements have been published in the Government Gazette No. 61 of 5th July 2014 as GN 135 of 2014 ( Agreement for the Exchange of Information Relating to Taxes (United States of America - FATCA Implementation) Regulations 2014 made under section 76 of the Income Tax Act 1995). Both the Agreement and the IGA have entered into force on the 29 August FATCA applies to financial institutions located in Mauritius. Hence, under the IGA, only Mauritius entities classified as financial institutions are required to report and exchange information in relation to accounts held with such financial institutions by US persons to the local competent authority, that is, the Mauritius Revenue Authority (the MRA ), which then exchanges the information with the US authorities. Mauritius financial institutions will not be subject to the 30% withholding tax on US source income provided they comply with the requirements of FATCA. From the Mauritius standpoint, banks, management companies, global business companies, including insurers, custodians, brokers and other financial institutions like hedge funds, private equity funds and certain collective investment vehicles will need to undergo a series of due diligence, reporting and withholding obligations. Under the IGA, Mauritius financial institutions are under the obligations of: providing information to the MRA on an annual basis in relation to financial accounts held by specified US persons, which are referred to as US Reportable Accounts in the IGA; ensuring that due diligence requirements are met notably in relation to the identification and reporting of such US Reportable Accounts; and reporting certain information regarding these US Reportable Accounts to the MRA. Mauritius financial institutions are required to register with the IRS for FATCA purposes. Once registered, they are issued a Global Intermediary Identification Number (GIIN) by the IRS and will be included on a published TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 3 of 115

4 list available on the IRS website. The GIIN may be used by a financial institution to identify itself to withholding agents and to tax administrations for FATCA purposes. Based on the foregoing, the company will be required to report to the MRA under the IGA and will accordingly need to identify and undertake due diligence on US Reportable Accounts. In this regard, the company may request further information from an investor in order to identify US Reportable Accounts and in order to comply with its obligations under the IGA. The MRA may then provide this information to US authorities. The Mauritian government may enter into additional inter-governmental agreements with other third countries in the future, which will likely impose similar reporting and other obligations as the IGA with the USA with respect to investors who are tax resident in such third countries. Each investor acknowledges that the company may take such action as it considers necessary in relation to such investor's holding to ensure that any withholding tax payable by the company, and any related costs, interest, penalties and other losses and liabilities suffered by the company, the Administrator or any other investor, or any agent, delegate, employee, director, officer or affiliate of any of the foregoing persons pursuant to FATCA, arising from such investor's failure to provide the requested information to the company, is economically borne by such investor These Listing Particulars have been vetted by the LEC, in conformity with the Listing Rules. Neither the LEC of the SEM, nor the SEM, nor the FSC assumes any responsibility for the contents of these Listing Particulars. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in these Listing Particulars and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. Permission has been granted by the LEC on 19 January 2016 for the listing of up to 60,000,000 shares of Tadvest pursuant to the SEM listing and the NSX listing. 15,196,030 shares which will be issued in terms of the Mauritian listing, will be listed on the Official Market of the SEM on 03 February A copy of these Listing Particulars has been filed with the FSC. In these Listing Particulars, unless otherwise stated, an indicative USD: MUR exchange rate of USD 1.00: Rs and an indicative USD: ZAR exchange rate of USD 1.00: ZAR have been used. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 4 of 115

5 South African Corporate Advisor Mauritian Company Administrator, Company Secretary, Registrar and Transfer Agent Auditors Independent Financial Advisors SEM Authorised Representative Mauritian Legal Advisor as to Mauritian Law Mr Shameer Mohuddy SEM Sponsoring Broker Independent Property Valuer Mauritian Bankers Mauritian and International Tax Advisor Ian Chambers Consulting Ltd South African Legal Advisor Namibian Transfer Secretaries Transfer Secretaries (Pty) Limited Date and place of incorporation of the company: 05 November 2014, Mauritius Date of issue of the Listing Particulars: 19 January 2016 LP Code: LEC/P/01/2016 TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 5 of 115

6 CORPORATE INFORMATION Registered office and postal address of the company Unit 12B, 12 th Floor Raffles Tower 19, Cybercity Ebene Mauritius (Postal address same as physical address) Mauritian Bankers Barclays Bank Mauritius Limited Barclays House, 6th floor, 68-68A, Cybercity, Ebene, Mauritius Registration number: C (Postal address same as physical address) South African Corporate Advisor Bravura Capital Pty Limited 23 Fricker Rd, Johannesburg, 2196, South Africa Registration number: 1999/023791/07 Auditors Lancasters Chartered Accountants 14, Lancaster Court, Lavoquer Street Port- Louis Mauritius Registration number: P (Postal address same as physical address) Independent Property Valuer JLL Office 303 Cnr Craddock & Biermann Road Rosebank 2196 Registration number: 1995/000505/07 (Postal address same as physical address) South African Legal Advisor Hogan Lovells (South Africa) 22 Fredman Drive Sandton, Johannesburg PO Box Sandton City 2146 DX 7 Sandton Square Registration number: 1992/006150/21 Namibian Transfer Secretaries Transfer Secretaries (Pty) Limited 4 Robert Mugabe Avenue Windhoek, Namibia (PO Box 2401, Windhoek, Namibia) Registration number: 93/173 Mauritian Company Administrator,Company Secretary, Registrar and Transfer Agent Safyr Wealth Services Ltd Unit 12B, 12th Floor Raffles Tower 19 Cybercity Ebene Mauritius Registration number: (Postal address same as physical address) SEM Authorised Representative Safyr Wealth Services Ltd Unit 12B, 12th Floor Raffles Tower 19 Cybercity Ebene Mauritius Registration number: (Postal address same as physical address) Legal Advisor as to Mauritian Law Shameer Mohuddy Unit 12B, 12th Floor Raffles Tower 19 Cybercity Ebene Mauritius Registration number: Independent Financial Advisors BDO & Co 10, Frère Félix de Valois Street Port Louis Mauritius Registration number: C (Postal address same as physical address) SEM Sponsoring Broker LCF Securities Ltd Suite 108, 1st Floor, Moka Business Centre, Mont Ory Road Moka Mauritius Registration number: C (Postal address same as physical address) Mauritian and International Tax Advisor Ian Chambers Consulting Ltd 2nd Floor Nautica Commercial Centre La Mivoie, Riviere Noire Mauritius Registration number: C (Postal address same as physical address) TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 6 of 115

7 TABLE OF CONTENTS The definitions commencing on pages 12 of these Listing Particulars have been used in the following table of contents. Page Corporate information Inside front cover Important dates 9 Introduction to Tadvest and overview 10 Definitions 12 Listing Particulars Section One Information on the company 1. Introduction Directors and management of the company Incorporation, history and nature of business Investment policy Investments Company structure Employees Commissions paid and payable Material contracts Directors and related parties interest in shares Expenses of the Mauritian listing and the SEM listing 23 Section Two Risk factors 1. Capital and portfolio risk Currency risk Stock market risk Liquidity risk Leverage and financing risk Global political, economic and financial risk Regulatory change may affect the company 26 Section Three Statements and reports regulating the Mauritian listing 1. Working capital Listing and dealings on the SEM Significant changes 27 Section Four Additional material information 1. Historical financial information Dividends and Distributions Acquisitions and Disposals Advances, loans and borrowings Corporate governance Litigation Directors responsibility statement Material commitments, lease payments and contingent liabilities Material commitments in respect of acquisition and erection of buildings, 29 plant and machinery 10. Taxation Namibian Exchange Control Regulations Documentation available for inspection 30 TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 7 of 115

8 Annexures Annexure 1 Directors, executive management, founders, appointment, 31 qualification, remuneration and borrowing powers Annexure 2 Summary of existing and future investments 38 Annexure 3 Company structure 56 Annexure 4 Share capital and shareholding 58 Annexure 5 Extracts from the Constitution of the company 60 Annexure 6 Historical financial information of Tadvest 70 Annexure 7 Corporate governance statement 92 Annexure 8 Salient extracts of Abman SLA 99 Annexure 9 Salient terms of the Tadvest SA SPA 106 Annexure 10 Namibian Exchange Control Regulations 112 Annexure 11 Application form to subscribe to Tadvest shares 114 TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 8 of 115

9 IMPORTANT DATES (1) Approval received from the LEC of SEM on 19 January 2016 First day of listing and trading on the SEM on 03 February 2016 Notes (1) The above dates are subject to amendment. Any such amendment will be published in the press in Mauritius. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 9 of 115

10 INTRODUCTION TO TADVEST AND OVERVIEW The definitions commencing on page 12 of these Listing Particulars have, where appropriate, been used in this section. 1. INTRODUCTION The company is an investment holding company with a portfolio of assets focused primarily in the real estate sector although it holds investments in the agriculture and the industrial sectors and intends to diversify into the renewable energy and healthcare sectors. The company intends to leverage its existing asset base to achieve diversification through strategic acquisitions. These acquisitions will demonstrate continued focus on innovative assets which are best-in-class across the various industries in which they operate. These investment opportunities are intended to provide synergies, diversity and benefits related to the optimisation of assets within the group, specifically with regard to returns on assets. The returns are expected to consist of a combination of income yield and capital growth. Although diversification is a strategic imperative for the company, the ethos of excellence, commitment and enthusiasm that is shared by the management team and strategic partners will be leveraged to ensure that new growth opportunities are pursued with the objective of sustainable, long-term value creation. Tadvest was incorporated and registered in Mauritius on 05 November 2014 and holds a Category 1 Global Business License in accordance with the Mauritian Companies Act 2001 and the Mauritian Financial Services Act STRATEGIC PARTNERSHIPS Although Tadvest is a new investment holding company, the management team of Tadvest has a track record of value creation for stakeholders. The profiles of the management team are set out in Annexure 1 of these Listing Particulars.This track record has resulted in numerous business relationships and strategic partnerships being enjoyed by Tadvest which are expected to generate significant value going forward. In the property sector, Tadvest has strategic partnerships in South Africa, including with Abland, which is one of the largest property development companies in South Africa. Abland's core business is to provide a fully integrated property development and management service. Commercial, retail, motor and industrial property developments form part of the company's portfolio of services. Tadvest also enjoys strategic partnerships with investors in Australia and Europe which are expected to result in the execution of investment opportunities in various jurisdictions. 3. INVESTMENT STRATEGY 3.1. Overview Tadvest s existing portfolio of investments will provide a strong base for further diversification over time, with a view to achieving favourable risk-weighted returns for shareholders. Although there will be further investment in cutting-edge commercial, retail and industrial properties, the portfolio is planned to be expanded and diversified to include investments in sectors such as industrials, fast-moving consumer goods, healthcare, agriculture and renewable energy. The company s strategy is to: Invest in best-in-class assets in sectors detailed above; Unlock value for shareholders through the funding and administrative benefits of a corporate structure which utilises a single point of entry into several business pillars; Raise funding off the back of a stronger consolidated asset portfolio (local and foreign investment); and TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 10 of 115

11 Centralise the management of assets, the investment decisions and authorisations required. 4. LISTING ON SEM AND NSX Tadvest has been established in Mauritius in order to take advantage of Mauritius business friendly infrastructure and tax regime and the double tax agreements that Mauritius has negotiated with many of the jurisdictions in which the company intends to invest. Tadvest aims to have its primary listing on the SEM. In order to create a platform for future growth both internationally and within the CMA, a listing on SEM in Mauritius and an inward listing on the NSX in Namibia is envisaged before end of January This will provide an investment vehicle which is ideally positioned to raise capital from both within and beyond the CMA in order to take advantage of investment opportunities in a variety of jurisdictions. At this stage, the listing is not intended to create liquidity and raise new capital, but rather to consolidate various shareholdings and create a platform for further growth. However the longer-term strategy of the company will result in liquidity and capital raising activities being undertaken in the future, via both the SEM and the NSX, in order to fund new opportunities. The choice to list on the NSX in Namibia rather than the AltX in South Africa is motivated by several factors, which include costs of compliance, corporate action thresholds and flexibility. Listing on the SEM will be done through dematerialised shares whereas following the NSX listing, certificated shares will be issued on the NSX share register. Separate share registers will be maintained. 5. PROSPECTS The company will target total investment returns in excess of 15% per annum to investors through a combination of income yield and capital growth (i.e. pre-tax total return in the hands of investors) Existing Porfolio of Assets Tadvest is an investment holding company with a current portfolio of assets that is focused primarily in the real estate sector. Certain assets are held directly and other assets are held through a 14.66% shareholding in Tadvest SA. Assets in the Tadvest portfolio include property assets in South Africa, a printing company specialising in high-end printing, barcoding and labelling solutions which has also entered into a recent joint venture with an innovative 3-D printing company in South Africa, a fruit business and an Australian aerospace company. These assets were acquired by Tadvest on 5 December The existing portfolio has a total approximate value of USD 11,900,000 and a detailed description of the existing assets is tabled in Annexure Share Purchase Agreement- Tadvest SA Pty Limited Tadvest has entered into share purchase agreements ( Tadvest SA SPA ) to acquire the remaining share capital of Tadvest SA, a company established in South Africa which holds a portfolio of assets described further in Annexure 2. This acquisition would be executed through a Namibian private placement since one of the conditions precedent for the Tadvest SA SPA to be effective is a successful inward listing of the company on NSX. This is expected to increase the value of the portfolio of the company to approximately USD 35,000,000. The salient terms of the Tadvest SA SPA are tabled in Annexure 9. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 11 of 115

12 DEFINITIONS In these Listing Particulars and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column have the meanings stated opposite them in the second column, as follows: Abcon Incentive Trust or AIT Abman Abman service level agreement or Abman SLA business day CDS certificated shares Common Monetary Area or CMA an inter vivos trust duly registered with the Master of the High Court in South Africa; Abman, a private company incorporated in accordance with the company laws of South Africa; an agreement between Abman, an external service provider, and Tadvest, in terms of which the service provider will provide investment management support to the company, as set out in Annexure 8; any day other than a Saturday, Sunday or official public holiday in Mauritius; Central Depository and Settlement Company Limited approved under the Securities (Central Depository, Clearing and Settlement) Act 1996 of Mauritius; shares in respect of which physical share certificates will be issued; a monetary union made up of Swaziland, South Africa, and Lesotho, enacted in 1986 (superseded by the Multilateral Monetary Union, which was formed when Namibia joined the Common Monetary Area in 1992) and where member nations work together to establish mutually favorable exchange rates and foreign exchange regulations; Constitution the constitution of the company dated 29 September 2015; CRH Investments Proprietary Limited CRH Sale and Restructure Agreement dematerialise or dematerialisation dematerialised shareholder dematerialised shares directors or the board or board of directors emigrant Exchange Control Regulations CRH Investments Proprietary Limited, a company incorporated in accordance with the laws of South Africa; Sale of Shares and Restructure Agreement to be executed between CRH Investments Proprietary Limited and Tadvest; the process whereby physical share certificates are replaced with electronic records of ownership under CDS with the duly appointed broker, as the case may be; a holder of dematerialised shares; shares which have been dematerialised and deposited in the CDS; the directors of the company as at the date of these Listing Particulars, further details of whom appear in Annexure 1 of these Listing Particulars; an emigrant from the CMA whose address is outside the CMA; the Exchange Control Regulations of Namibia issued under the Currency and Exchanges Act, 1933; TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 12 of 115

13 Florence Neser Trust FSC Gencor Ventures Pty Limited Group GBL1 GRA gross value IFRS independent property valuer or JLL last practicable date LEC listing date Listing Particulars Listing Rules a Trust registered under the laws of South Africa; the Financial Services Commission of Mauritius; a company registered under the laws of Australia; Tadvest Limited together with all its underlying companies; a category 1 Global Business License issued under the Financial Services Act 2007; Gross rentable area being the total area of a property that can be rented by a tenant; the value of the immovable properties owned or leased by the company or its subsidiaries; International Financial Reporting Standards; Jones Lang LaSalle IP, Inc. Ltd, a private company incorporated in accordance with the laws of South Africa, further details of which are set out on in the Corporate Information section. JLL is an independent registered valuer, whose independence has been approved by the JSE in accordance with Appendix 13 of the JSE Listings Requirements; the last practicable date prior to the finalisation of these Listing Particulars, being 19 January 2016; Listing Executive Committee of the SEM; the anticipated date of listing of the shares on the SEM official market, being on 03 February 2016; this document and its annexures, dated 19 January 2016, which have been prepared in compliance with the Listing Rules; the Listing Rules of the SEM governing the Official Market; management the current management of the company, as detailed in Annexure 1; Matrix NSX Proprietary Limited Matrix NSX Sale and Restructure Agreement Mauritian Companies Act Mauritian share register Mauritian Listing Mauritius MUR or Rs Namibia or NAM Matrix NSX Proprietary Limited, a company incorporated in accordance with the laws of South Africa; Sale of Shares and Restructure Agreement to be executed between Matrix NSX Proprietary Limited and Tadvest; the Mauritian Companies Act 2001 (Act 15 of 2001) as amended; the share register maintained on behalf of the company by the Mauritian company administrator; an introduction of 15,196,030 Tadvest shares on the SEM at an indicative price of USD 0.90 per share; the Republic of Mauritius; the Mauritian Rupee; the Republic of Namibia; TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 13 of 115

14 Namibian Companies Act Namibia dollar Namibian Private Placement Namibian share register Namibian Transfer Secretary NSX NSX listing Official List the Namibian Companies Act 28 of 2004, as amended; the official currency of the Republic of Namibia; an offer to targeted investors to subscribe for Tadvest shares on the NSX; the share register maintained on behalf of the company in Namibia by the Namibian Transfer Secretary; Transfer Secretaries (Pty) Limited, a private company incorporated in Namibia; the Namibian Stock Exchange established under the laws of Namibia, licensed by Namfisa and governed by the Stock Exchange Control Act 1985 of Namibia; the proposed secondary listing of all the company s issued shares on the Namibian Stock Exchange in terms of the NSX Listings Requirements, subsequent to the SEM listing; the list of all securities admitted for quotation on the SEM Official Market; Safyr or company secretary or company administrator SEM SEM listing SEM Official Market Sentinel Sale and Restructure Agreement or Sentinel SPA shareholder Share Buy-Back Agreement Tadvest or the company Tadvest shareholder or shareholder Tadvest shares or shares Tadvest SA Pty Limited or Tadvest SA Safyr Wealth Services Limited, further details of which are set out in the Corporate information section, as highlighted in page 6; the Stock Exchange of Mauritius Ltd established under the repealed Stock Exchange Act 1988 and now governed by the Securities Act 2005 of Mauritius; the listing of 15,196,030 shares for trading on the SEM Official Market which is expected to take place on 03 February 2016; the Official List of the SEM; Sale of Shares and Restructure Agreement which is expected to be executed in early 2016 between CRH Investments Proprietary Limited, the Trustees for the time being of the Abcon Incentive Trust and Tadvest; a holder of shares; the agreement dated 30 September 2015 between Tadvest and its sole shareholder Semmatrix, in terms of which Tadvest purchased part of its own shares; Tadvest Limited Ltd (Registration Number C1/GBL), a company incorporated in accordance with the laws of Mauritius and holding a GBL1 license; a holder of shares; ordinary no par value shares in the share capital of the company; a private company incorporated in accordance with the company laws of South Africa; TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 14 of 115

15 Tadvest SA Acquisition Agreement or Tadvest SA SPA The Pivotal Fund or Pivotal TTG Agreement TTG Technology Transfer GMBH USD various placings ZAR or Rand Collectively the CRH Sale and Restructure Agreement and the Matrix NSX Sale and Restructure Agreement which the company intends to enter into to acquire the remaining share capital of Tadvest SA Pty Limited. The salient terms of these agreements are tabled in Annexure 9; The Pivotal Fund Limited, a public company duly incorporated according to the company laws of South Africa; the agreement dated 11 November 2015 between Tadvest, Florence Neser Trust, Gencor Ventures Pty Limited and TTG Technology Transfer GMBH, relating to the cession of loan claims; a company registered under the laws of Switzerland; the official currency of the United States of America; the issue and listing of Tadvest shares on the SEM and the NSX subsequent to the SEM listing and the NSX listing. South African Rand, the official currency of South Africa. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 15 of 115

16 Tadvest Limited (Incorporated in the Republic of Mauritius) (Registration number ) SEM share code: [ ] NSX share code: [ ] ISIN: [ ] ( Tadvest or the company ) Directors of the company Dave Savage (Executive director) Alexander Leonardus Dahm (Non-executive director) Ian Chambers (Non-executive director) Deva Marianen (Non-executive director) Leon van de Moortele (Independent Non-executive director) SECTION ONE - INFORMATION ON THE COMPANY 1. INTRODUCTION The purpose of these Listing Particulars is to provide information to investors in relation to the company and its activities. 2. DIRECTORS AND MANAGEMENT OF THE COMPANY 2.1 Tadvest s board of directors Annexure 1 contains the following information: details of directors and executive management including their names, addresses, qualifications, occupations and experience; information concerning the appointment, remuneration, terms of office and borrowing powers of the directors; directors interests; and directors other directorships and partnerships. 2.2 Key Service Providers Company administrator (i) (ii) It is anticipated that the board will leverage off existing operations within Safyr, its duly appointed company administrator in Mauritius, and associated companies for operations management, finance and accounting. Safyr is licensed by the Mauritius Financial Services Commission to provide a comprehensive range of financial and fiduciary services to international businesses. All administrative business functions of the company shall be carried out by Safyr in Mauritius. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 16 of 115

17 2.2.2 Abman service level agreement (i) (ii) All decisions of Tadvest as to investment strategy and implementation will be made by the Board. However, in order to operate efficiently and effectively, Tadvest requires the services of an established investment advisory team to assist in identifying and executing investments. Tadvest has therefore appointed Abman, under the Abman SLA, to provide investment advisory, asset management, property-specific and administrative services within the scope of the Abman SLA. The management team of Abman has considerable expertise in property and structured finance. 2.3 Areas of responsibility The salient terms of the Abman SLA are set out in Annexure The board of the Company is responsible for the management of the company and strategic decision making and implementation The board remains the ultimate decision making body of the Company, and in particular, the board is responsible for decisions in relation to: (i) (ii) (iii) (iv) Determining the type of investments the Company will target (targeted jurisdictions, required returns, etc). The funding of investments (loan to value ratio, sourcing of equity, etc) Execution of investments and disposals; and Operational decisions related to Tadvest (staffing requirements, outsourcing arrangements, etc) Most administrative and secretarial functions are carried out by Safyr in Mauritius The company uses the services of global brokers for the trading and custody of listed securities and other instruments The board leverages off existing operations within Safyr and associated companies for operations management, finance and accounting 3. INCORPORATION, HISTORY AND NATURE OF BUSINESS 3.1 Incorporation, name and address Tadvest was incorporated on Friday, 05 November 2014 in Mauritius initially under the name Tad Holdings Ltd and was later renamed Tadvest Limited, and holds a GBL1 licence in accordance with the Mauritian Companies Act and the Financial Services Act 2007 of Mauritius. The company s registered address is Unit 12B, 12th Floor, Raffles Tower, 19, Cybercity, Ebene, Mauritius. 3.2 History As the company was recently incorporated it has no trading history. 3.3 Nature of the business Tadvest is an investment holding company with an existing portfolio of assets in various sectors and jurisdictions. As at the last practicable date, no change in the nature of the business is in contemplation. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 17 of 115

18 3.4 Listings on the SEM and the NSX In addition to paragraph 3.3 above, Tadvest is seeking a primary listing on the SEM to gain access to a global investor base In order to create a platform for future growth both internationally and within the CMA, a listing on SEM in Mauritius and an inward listing on NSX in Namibia is envisaged. This will provide an investment vehicle which is ideally positioned to raise capital from both within and beyond the CMA in order to take advantage of investment opportunities in a variety of jurisdictions At this stage, the listing is not intended to create liquidity and raise new capital, but rather to consolidate various shareholdings and create a platform for further growth The longer term strategy of the Company will likely result in liquidity and capital raising activities being undertaken in order to fund new opportunities The inward listing on the NSX will: 3.5 Financial year-end Enhance potential investors awareness of the company; Improve the depth and spread of the shareholder base of the company over time, thereby improving liquidity in the trading of its securities; Provide invited investors with the opportunity to participate directly in the future growth of the company; and Provide invited investors with an additional market for trading the company s shares. The choice to list on the NSX in Namibia is motivated by several factors, which include costs of compliance, corporate action thresholds and flexibility. The financial year-end of the company is 31 December each year. 4. INVESTMENT POLICY 4.1 Investment strategy Tadvest looks to identify investment opportunities using the following broad criteria: A skilled and experienced management team with integrity and excellent work ethic; Strong business fundamentals and a proven track record; High projected growth emanating from a combination of operations in attractive sectors (strong demand and high barriers to entry) and relative competitive advantages within those sectors; and Synergies with other investments within the portfolio The overall approach is to partner with the existing management team of the target, thereby reducing risk and creating long-term relationships which are expected to generate high returns for shareholders Current market conditions require an agile response to volatile conditions and the dual-listed structure with associated capital allocation flexibility provides an excellent platform for Tadvest to take advantage of global opportunities that meet the broad investment criteria. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 18 of 115

19 4.1.4 Tadvest s investments may be held through subsidiaries incorporated in various jurisdictions for the purposes of maximising tax efficiencies of the investments and obtaining funding in various jurisdictions The medium-term target is to grow its net asset value and to target investment returns in excess of 15% per annum via capital growth and yield enhancement Acquisitions may be funded via a combination of debt and equity, with equity capital raised on both the NSX and SEM, subject to investor interest in each jurisdiction. 4.2 Targeted investment sectors Property Tadvest holds property investments that have been built up in various forms over a number of years by the management team, including portfolios held directly by Tadvest as well as through Tadvest SA Tadvest currently holds exposure to the JSE listed property sector via a shareholding in Pivotal The listed property market in South Africa has performed exceptionally well, particularly when compared to the JSE All Share Index. The sector has been a hive of activity in recent times, with numerous capital raising activities and acquisitions taking place The property investments held by Tadvest are detailed in Annexure Whilst Tadvest plans to diversify the portfolio away from property to an extent, significant exposure to the property sector will be maintained as this sector is considered to be a highly attractive investment target Future investment in the property sector may take place in different jurisdictions such as Australia, America and Europe where Tadvest has relationships with property investment funds and developers Food and Agriculture Industrials Tadvest currently intends to increase exposure to the agricultural sector in South Africa via the Tadvest SA SPA, specifically in the mushroom and fruit sectors. Tadvest SA currently holds investments in Country Mushroom, a mushroom farming and distribution business, and in Sweet Sensation, a fruit processing business Agriculture is a vital sector in South Africa and the percentage of arable land in South Africa is considerably lower than in several other emerging economies. These assets are thus believed to be attractive targets for investments due to market positioning and overall barriers to entry Tadvest has taken advantage of the economies of scale in these businesses, as well as the established brands, in order to create a footprint for further investment into the agricultural sector Tadvest will look to grow organically as well as through bolt-on acquisitions in this space. The African opportunity is also substantial and the Mauritian-based structure of Tadvest creates an excellent platform for investment in agriculture on the broader continent. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 19 of 115

20 Tadvest currently holds and intends to hold investments in the industrials sector that consist of businesses focused on: Container storage; Self-storage; Printing (including 3-D printing); and Aerospace lighting These investments are in South Africa with the exception of the aerospace lighting business which is in Australia (further details of these investments can be found in Annexure 2) The storage business is considered to be attractive as a result of the current trends in South Africa whereby density in residential and commercial deveopments has been increasing considerably, resulting in less storage space for tenants and owners The printing business is a successful printing and distribution business which has enhanced its attractiveness due to a recent jointventure with a South African company focusing on technical solutions for 3-D printing, a segment of the market that is expected to grow considerably over the medium-term The aerospace business in Australia is the result of a partnership with Australian investors, a partnership which is expected to result in further investment in the industrial manufacturing sector in Australia Renewable Energy Healthcare Tadvest does not currently have any investments in this sector, however it has been earmarked for possible investment in the shortto medium-term In particular, the attractiveness of this sector is off the back of South Africa s energy crisis and the successful renewable energy programmes that have been run in South Africa over the past 4 5 years Investment opportunities in this sector will be considered on an adhoc basis and are likely to emanate from South Africa, however opportunities in other jurisdictions will be evaluated on a case-bycase basis Tadvest does not currently have any investments in this sector, however it has been earmarked for possible investment in the medium- to long-term Tadvest will actively seek strong partners who are specialists in this sector, particularly in the primary care, sub-acute and day care clinics This sector is also considered to be attractive in other African markets where healthcare infrastructure still has numerous gaps Europe represents a further opportunity due to the increase in the average age of the population and the funding gap between the retirement age and mortality age, which is placing strain on European economies. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 20 of 115

21 4.3 Investment exit strategy In terms of the exit strategy for investments, Tadvest does not intend to hold its investments indefinitely Tadvest will review all assets on a regular basis for continued inclusion in the portfolio based on overall investment strategy Tadvest does not have a specific time horizon within which it must exit investments. 4.4 Diversification of Portfolio 5 INVESTMENTS The investment philosophy will be applied in diversifying the asset base, taking into account the following: Prevailing market conditions and capital market expectations; Investment jurisdictions; Sector exposure and knowledge; and Asset-specific fundamental economic factors Diversification will be achieved gradually and Tadvest will not make investments purely for the sake of achieving such diversification An investment opportunity will need to be attractive both when considered in isolation as well as when considered in the context of the broader portfolio Diversification will therefore be a controlled and steady process. As at the last practicable date, the company s existing assets are tabled below: Description Nature of asset % held Location 1 Abbeymead Enterprises (linked to Constantia Centre property) Preference shares 100% (effective 30.15% of profits of Constantia Centre) South Africa 2 Broadacres Retreat Ordinary shares 9,5% South Africa 3 Kemtek Imaging Systems Holdings Ordinary shares 14,28% South Africa 4 Tadvest SA Ordinary shares 14.66% South Africa 5 Lightsource Trust (holding shares in Trakka Corporation Pty Ltd) Loan claims N/A New Zealand 6 Abbeymead Enterprises Loan claims N/A South Africa 7 Broadacres Retreat Loan claims N/A South Africa 8 CRH Investments Loan claims N/A South Africa TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 21 of 115

22 A description of the company s current holdings is provided in Annexure 2 and is subject to the Tadvest SA SPA being effective. A description of future holdings of the company once it lists on NSX is also included in Annexure 2. 6 COMPANY STRUCTURE 6.1 Company structure The company s existing portfolio of assets is tabled above. Subject to effective dual listing on SEM followed by NSX, the company will acquire the remaining shareholding in Tadvest SA. The company structure pre-sem listing and post-nsx listing is set out in Annexure Share capital Information regarding the issued share capital of the company, the shareholders of the company holding in excess of 5% of the shares immediately prior to the SEM listing, alterations of capital, a summary of offers of shares by the company to the public since incorporation and ancillary information are set out in Annexure Constitution 7 EMPLOYEES Extracts from the company s constitution are set out in Annexure 5. As at the last practicable date, save for the executive directors, the company does not have any employees. As the company is newly incorporated it has not previously employed any other personnel. 8 COMMISSIONS PAID AND PAYABLE 8.1 No amount has been paid, or accrued as payable, since incorporation, as commission to any person, including commission so paid or payable to any sub-underwriter that is the holding company or a promoter or director or officer of the company, for subscribing or agreeing to subscribe, or procuring, or agreeing to procure, subscriptions for any securities of the company. 8.2 Since incorporation, there have been no commissions paid or are payable in respect of underwriting by the company. 8.3 Since incorporation, the company has not paid any material technical or secretarial fees. 8.4 Since incorporation the company has not entered into any promoter s agreement and as a result no amount has been paid or is payable to any promoter. 8.5 No arrangement has been made for any underwriting and therefore the SEM listing is not subject to an underwritting commission. 9 MATERIAL CONTRACTS No material contracts were entered into (other than contracts entered into in the ordinary course of business) by the company since incorporation: (i) which are or may be material or (ii) which contain any provisions under which the company has any obligations or entitlements which are, or may be material, as at the date of these Listing Particulars. 10 DIRECTORS AND RELATED PARTIES INTEREST IN SHARES As at the last practicable date, the holdings of the directors and of related parties of directors (the existence of whom is known or could with reasonable diligence be ascertained by those directors) are as detailed in Annexure 1 TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 22 of 115

23 None of the advisors of the company have or have had an interest in any shares or options in respect of shares as at the last practicable date. 11 EXPENSES OF THE SEM LISTING The estimated expenses relating to the SEM listing which have been or are expected to be incurred are set out below: Expense Recipient USD Mauritian Sponsor fee Safyr Wealth Services 28,500 South African Corporate Advisory Listing Fee Bravura Capital 59,738 Mauritian legal advisory fee Shameer Mohuddy 700 Mauritian Tax advisor Independent financial advisors fee ICC Ltd BDO & Co 2,000 12,000 Printing, publication and advertising costs Various service providers 3,000 SEM application fees (MUR 100,000) Sponsor broker SEM LCF Securities 2,860 2,200 Total 110,998 The company will pay the expenses of the SEM listing out of its own cash reserves. Save for the expenses set out above, the company has not incurred any other preliminary expenses in regards to the SEM listing, since incorporation. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 23 of 115

24 SECTION TWO RISK FACTORS A number of factors may affect the result of operations, financial conditions and prospects of the company. This section describes the risk factors which are considered by the board to be material. However, these factors should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Additional risks not presently known to the board or that the board currently consider to be immaterial may also adversely impact the company s business operations. The business, growth prospects, financial condition and/or results of operations of the company could be materially adversely affected by any of these risks. The trading price of the shares could decline due to the materialisation of any of these risks and targeted investors could lose part or all of their investment. Investing in and holding shares in the company involves a number of risks. Prior to making an investment decision in respect of Tadvest shares, prospective investors should carefully consider all the information set out in these Listing Particulars, including the following risk factors and consult their professional advisors. Additional risks not presently known to the board or that the board currently considers immaterial may also adversely impact the company s business operations. 1 CAPITAL AND PORTFOLIO RISK The acquisition of assets, whether listed or unlisted securities or direct holdings in properties, carries the investment risk of a loss of capital and there can be no assurance that the company will not incur losses. Returns generated from the investments of the company may not adequately compensate shareholders for the business and financial risks taken. An investor should be aware that it may lose all or part of its investment in the company. Many unforeseeable events, including actions by various government agencies and domestic and international economic and political developments may cause sharp market fluctuations which could adversely affect the company s portfolios and performance both in the short and long term. The company will address and mitigate those risks through extensive macro- and micro-economic analysis, applying both a top-down and a bottom-up approach to the investment opportunities available to the company. Together with the management team, and with the advisory services and support of Abman, the company will perform the necessary due diligences required to make informed investment decisions. Systematic and non-systematic risks will however always be present when investing in proprietary positions in assets and therefore the risk cannot ever be completely removed. In exchange for this risk, the company will invest only in opportunities which offer a return in excess of the determined cost of capital for the project/asset. 2 CURRENCY RISK As the company has a global growth strategy, certain investments that the company may execute will be located in foreign jurisdictions and will be denominated in currencies other than USD. For those investors whose base or home currency is not the same as the relevant foreign currency, there is a risk of currency losses if the foreign currency depreciates against the investors base currency. 3 STOCK MARKET RISK Investments made by the company could decrease in value as a result of a decline in global stock markets. 4 LIQUIDITY RISK In addition to making listed investments, the company shall invest in securities for which no liquid market exists. The market prices, if any, for such securities tend to be volatile and may not be readily ascertainable and the company may not be able to sell them when it desires to do so or to realise what it perceives to be their fair value in the event of a sale. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 24 of 115

25 The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The company may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. In addition, in certain circumstances, governmental or regulatory approvals may be required for the company to dispose of an investment. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Further, direct property is a relatively illiquid investment and long lead times are sometimes required to divest from direct property holdings. This may affect the liquidity of the company and the ability to repay investors, if required. Land for development has no income return during the development stage and may be a drain on cash resources. The majority of the company s investments are still maturing and for this reason still require additional capital investment, which increases the probability of dividends not being distributed by investees. The company will therefore actively monitor its cash flow position to ensure all working capital requirements are met throughout the Group and that the company has sufficient funds to act on new potential investments. 5 LEVERAGE AND FINANCING RISK The capital of the company may be leveraged so as to achieve a higher rate of return. Accordingly, the company may pledge its securities in order to borrow additional funds for investment purposes. While leverage presents opportunities for increasing the total return of the company, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by the company would be magnified to the extent that the company is leveraged. The cumulative effect of the use of leverage by the company in a market that moves adversely to the company s investments could result in a substantial loss which would be greater than if the company were not leveraged. Whilst the gearing of the company provides significant upside for ordinary shareholders, the management and directors are responsible for the company as a whole and to make sure that the company is not at risk of ceasing to be a going concern and to approach business activities in a responsible and ethical manner. In line with common practice, the company will aim to keep the debt/equity ratios on property investments as high as practically possible in order to drive equity returns. The debt/equity ratios on other equity investments will be assessed on a case by case basis. This assessment will be driven by analysing the cost of equity versus the cost of debt. Debt to equity ratios will therefore be monitored constantly, particularly with regard to the effects that they have on the profitability of the company. This includes managing the debt levels of the businesses within agreed covenants with funding providers. Excessive risks will not be taken in this regard and an internal control process will be implemented to ensure that the business does not carry excessive financial risk. 6 GLOBAL POLITICAL, ECONOMIC AND FINANCIAL RISK As the company will invest globally, it will be exposed to adverse political, economic and financial events in several jurisdictions. The value of the investments could decline as a result of economic developments such as poor or negative economic growth, poor balance of payments data, high interest rates or rising inflation. A similar situation would prevail due to political instability in certain jurisdictions. The company will take reasonable steps to mitigate these risks, including risk insurance cover where appropriate. The company will place significant value on investments alongside relationships with parties who are trustworthy, have a great management team and have a market reputation for dealing fairly and being able to manage risks appropriately. The company will not invest into areas with significant geopolitical risk or where the board believes that the risk outweighs the potential returns. Internal controls will be stressed throughout the decision making process. Regulatory requirements (SEM Listing Requirements) will require the company to obtain shareholder authorisation for certain corporate actions, which will need to be approved by such shareholders by way of general or special resolutions prior to executing the corporate action. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 25 of 115

26 7 REGULATORY CHANGE MAY AFFECT THE COMPANY Legal or regulatory change may affect the company and impose potential limits on the company s flexibility in implementing its strategy. Any change to landlord and tenant, planning, trust, tax (including stamp duty, VAT, transfer duty and stamp duty land tax) or other laws and regulations relating to the areas in which the company operates may have an adverse effect on the company. The levels of, and relief from, taxation may change, adversely affecting the financial prospects of the company and/or the returns to shareholders. The company is subject to the tax authorities within the jurisdictions it operates and taxes and tax dispensations accorded to the company may change over time. The nature and amount of tax payable is dependent on the availability of relief under tax treaties in a number of jurisdictions and is subject to changes to the tax laws or practice in any other tax jurisdiction affecting the company. Any change in the terms of tax treaties or any changes in tax law, interpretation or practice could increase the amount of tax payable by the company and could affect the value of the investments held by the company or affect its ability to achieve its investment objective and alter the post-tax returns to shareholders. The level of dividends the company is able to pay would also be likely to be adversely affected. Investment decisions take into account gross and net of tax returns. The tax consequences are always taken into account in making an investment, however this is not the sole or main purpose of entering into any transaction/investment. Tax regulations will have to be complied with and impacts thereof will have to be monitored on a consistent basis. Tax authorities will normally release public review proposals to tax law changes open to public for review, when such changes will have significant impacts on the market, investments or the economy. Our internal controls will include the monitoring of proposed amendments and the effects that it would have on the company portfolio, so that pro-active, as opposed to reactive, decisions can be made in this regard. 8 TADVEST SA SPA NOT SIGNED OR UNEFFECTIVE In the unlikely event whereby the Tadvest SA SPA cannot be implemented, the company would not be able to acquire the remaining share capital of Tadvest SA. However the company would still continue to implement its investment strategy on the back and with the support of its strategic partners and existing pipeline of assets. 9 FAILURE TO RAISE CAPITAL AND MEET THE FINANCIAL FORECASTS The financial forecasts set out in the Business Plan were conservative and have not taken into consideration any further acquisition apart the remaining share capital of Tadvest SA. Moreover, the private placement on the NSX providing the funds to acquire the remaining share capital of Tadvest SA should be fully subscribed, and in the unlikely event whereby insufficient funds were raised, the company would either envisage using complementary bank lending to still achieve the acquisition, or would eventually decline the opportunity. 10 TADVEST SA RESTRUCTURE NOT IMPLEMENTED AND/OR NSX LISTING NOT APPROVED Representations made in the Listing Particulars and in the Business Plan are done on the basis that the company will list both on the SEM and the NSX and that Tadvest SA s restructure stipulated in those documents will have been completed. In the unlikely event that Tadvest SA encounters significant delays, including but not limited to property transfers, during the implementation of its restructure exercise and/or in case of the company s failure to list on the NSX despite the received approval of Bank of Namibia, the feasibility and future assets of the company as disclosed in the Business Plan may change materially, following which the growth of the company as stipulated in the Business Plan and these Listing Particulars may also materially change. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 26 of 115

27 SECTION THREE STATEMENTS AND REPORTS REGULATING THE MAURITIAN LISTING 1. WORKING CAPITAL The directors of the company, are of the opinion that following the SEM listing, the working capital available to the company will, from the date of the SEM listing, be sufficient for its present requirements that is at least for the next 12 months. 2 LISTING AND DEALINGS ON THE SEM 2.1 An application has been made for the authority to list up to 60,000,000 Tadvest shares, out of which 15,196,030 shares will be listed on the Official Market of the SEM with effect from 03 February It is expected that dealings in Tadvest shares will commence on 03 February SIGNIFICANT CHANGES 3.1 There has been no significant change and no material adverse change in the financial or trading position of Tadvest since 30 September 2015 the date on which the financial information of the company set out in Annexure 6 was prepared. 3.2 There has been no change in the trading objective of Tadvest since incorporation. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 27 of 115

28 SECTION FOUR ADDITIONAL MATERIAL INFORMATION 1. HISTORICAL FINANCIAL INFORMATION 1.1. The historical financial information of Tadvest for the period from incorporation (being 05 November 2014) to 30 September 2015 is set out in Annexure The preparation of the historical information falls under the responsibility of the directors of the company Given that Tadvest is a newly incorporated company there is no historical profit or loss information available. 2. DIVIDENDS AND DISTRIBUTIONS 2.1. Subject to the laws of Mauritius, the directors have absolute discretion as to the payment of any dividends, including interim dividends, on the shares. Any dividends will be paid in accordance with the laws of Mauritius. In addition, the directors may, in their discretion, declare dividends in the form of a bonus issue of additional shares in lieu of a cash dividend No dividend shall be declared or paid unless the directors are satisfied on reasonable grounds that immediately after the dividend, the value of the company s assets will exceed its liabilities and the company will be able to pay its debts as they fall due No dividends have been declared as of the last practicable date No shares of the company are currently in issue with a fixed date on which entitlement to dividends arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived. 3. ACQUISITIONS AND DISPOSALS Save for the initial asset acquisition and disposals as disclosed in Annexure 4, paragraph 4.4, and the Tadvest SA Acquisition and the acquisition of loan claims as per the TTG Agreement, no other material immovable properties, fixed assets, securities and/ or business undertakings have been acquired or disposed of by the company since incorporation nor are any of these to be disposed of in the first six months after commencement of the listing on the SEM. 4. ADVANCES, LOANS AND BORROWINGS 4.1. As at the last practicable date, no shareholders loans were recorded in the company s statement of financial position As at the last practicable date, no loans have been made or security furnished by the company to or for the benefit of any director or manager or associate of any director or manager of the company As at the last practicable date, there were no outstanding convertible debt securities 5. CORPORATE GOVERNANCE The company s corporate governance statement is set out in Annexure LITIGATION The company is not involved in any governmental, legal or arbitration proceedings and, in so far as the directors are aware, there are no governmental, legal or arbitration proceedings pending or threatened TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 28 of 115

29 against them, or being brought by the company since incorporation which may have, or have had in the recent past, a significant effect on the financial position or profitability of the company. 7. DIRECTORS RESPONSIBILITY STATEMENT The directors whose names are given in Annexure 1: 7.1. have considered all statements of fact and opinion in these Listing Particulars; 7.2. collectively and individually, accept full responsibility for the accuracy of the information given; 7.3. certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any statement false or misleading; 7.4. have made all reasonable enquiries in this regard; and 7.5. certify that, to the best of their knowledge and belief, these Listing Particulars contain all information required by law and the Listing Rules. 8. MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES The company does not have any capital commitments, financial lease payments and contingent liabilities as at the last practicable date, other than in the ordinary course of business. 9. MATERIAL COMMITMENTS IN RESPECT OF ACQUISITION AND ERECTION OF BUILDINGS, PLANT AND MACHINERY As at the last practicable date, the company does not have any material commitments for the purchase and erection of buildings, plant or machinery. 10. TAXATION Mauritian taxation provisions Under the provisions of the Mauritian Income Tax Act, a GBL1 is taxed at a fixed rate of 15%. Mauritius operates a credit relief mechanism such that a GBL 1 will be allowed to claim as foreign tax credit against its Mauritian tax liability, the higher of actual foreign tax suffered on foreign source income or 80% of the Mauritian tax liability arising on the said income. The maximum effective income tax rate of a GBL 1 is therefore 3%. Under the Mauritius fiscal regime, there are no: withholding taxes on dividends distributed by a company to its shareholders; withholding taxes on interest paid by the company holding a GBL1 license; and capital gains taxes. Accordingly, the capital gains realised by a non-resident shareholder on the disposal of its shares in the company are not subject to tax in Mauritius. However, the nature and amount of tax payable by the company is dependent on the availability of relief under the various tax treaties in the jurisdictions in which the board chooses to invest from time to time. The underlying assets held or to be held by the company in South Africa are subject to Exchange Control in South Africa and any distribution made by such companies to the company will be subject to compliance with such regulation. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 29 of 115

30 11. NAMIBIAN EXCHANGE CONTROL REGULATIONS On 09 December 2015 Tadvest Limited has obtained approval from the Bank of Namibia for the listing of its shares on the NSX, which listing is classified as a "foreign inward listing" in terms of the Exchange Control Regulations. A summary of the provisions of the Exchange Control Regulations relating to the acquisition of Tadvest Limited shares is set out in Annexure 10 "Namibian Exchange Control Regulations. 12. DOCUMENTATION AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the company s registered office during business hours from the date of issue of the Listing Particulars for a minimum period of 14 calendar days: the signed Listing Particulars; the Constitution of the company; and the statement of financial position of Tadvest as at 30 September the Business Plan of the company material contracts SIGNED AT EBENE, MAURITIUS, ON 19 JANUARY 2016 ON BEHALF OF TADVEST LIMITED Signature: Name: Deva Marianen who warrants that he is duly authorised thereto by resolution of the board of directors of Tadvest Limited TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 30 of 115

31 Annexure 1 DIRECTORS, EXECUTIVE MANAGEMENT, FOUNDERS, APPOINTMENT, QUALIFICATION, REMUNERATION AND BORROWING POWERS 1. FULL NAMES, NATIONALITIES, AGES, BUSINESS ADDRESSES, ROLES, QUALIFICATIONS, OCCUPATIONS AND EXPERIENCE OF EACH DIRECTOR The full names (including former names, if applicable), nationalities, ages, business addresses, roles, term of office, qualifications, occupations and experience of each of the directors of the company and each of its material subsidiaries and the proposed directors of the company and executive management are set out below: Director, Age, Nationality and Qualification Role Business Address Occupation and Experience Dave Savage (51) South African BSc, MSc Deva Marianen (35) Mauritian BSC, ACIS Executive director Non-executive director Abcon House, Fairway Office Park, 52 Grosvenor, Bryanston, 2021 Safyr Wealth Services Ltd, Unit 12B, 12th Floor, Raffles Tower, 19 Cybercity, Ebene, Mauritius Dave has 27 years experience in the property industry, 25 years of which have been dedicated to the growth of the Abcon Group. Dave has been involved in all aspects of Abland becoming a national property development company active in all industry sectors. He was also integrally involved in the formation and listing of the Pivotal Fund, and also acts as director on the Fund. Dave currently serves as CEO of the Abcon group of companies. In addition, he serves on the Board of Fountainhead Property Trust. Deva Marianen has several years of experience in financial services and is the founder and the Chief Executive Officer of the SAFYR Group. Deva specialises in capital markets with a strong focus on private equity and has consequently acted as advisor to several large institutions and family offices. He has built expertise in the understanding of the business environments of several countries within the African continent. Deva is an economist and a chartered secretary and administrator. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 31 of 115

32 Ian Chambers (50) South African B Comm, H Dip Tax, CFP Alexander Leonardus Dahm (60) Swiss Bachelor (Economist) Leon van de Moortele (40) South African BCompt Honours Non-executive director Non-executive director Independent non-executive Director 2nd Floor Nautica Commercial Centre La Mivoie, Riviere Noire Mauritius 8802 Kilchberg, Switzerland, Seefeldstrasse 281, 8008 Zurich, Switzerland 10 Muswell Road South, Bryanston, Sandton, South Africa Ian Chambers is the founder of Ian Chambers Consulting and is an international tax expert having headed tax department of Routleges and Structured Finance and Project Finance departments of Credit Agricole Indosuez. Ian was also a tax partner at FHS in South Africa. Ian is the author and co-author of several tax books and is regarded as one of the best tax advisors in the Region. Since 1987, Alexander Leonardus Dahm is an Independent Consultant, providing trade related services, formation, establishment and administration of legal entities, procurement of goods, handling of documentation and the financing of the trade. He is also a consultant to a corporate group in South Africa as well as a Shareholder and Director of a computer company in South Africa. Alexander Leonardus Dahm is also involved in property development in various properties in Italy, South Africa and Switzerland as well as in the management of a property portfolio and various new upcoming property developments. He is also actively involved on the board of several entities. Since 1998, Leon has been heading major and key projects in Africa and the Middle East. He has been surpassing in different sectors; aviation, IT and property investment with his extensive experience luggage. He has contributed majorly in driving his previous companies to exploit their full potential and becoming more efficient (Pricewaterhousecoopers, Solenta Investment Holdings (Pty) Ltd). He is currently the CFO at Delta Africa Property Holdings Limited. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 32 of 115

33 The table below lists the companies and partnerships of which each director of the company is currently a director or partner as well as the companies and partnerships of which each director of the company was a director or partner over the five years preceding the Listing Particulars: Directors Directorships * currently held Directorships * held in the past five years Dave Savage TJRPH Investments, Stoneridge Office Park Diversified Property Owners Association, Pod Asset Managers, Mnandi Fund, Pangbourne Home Owners Association, Storvest, Thorn Tree Properties, Abland Homeowners Association, Pod Property Fund, Foundation, Angel K (South Africa), Crh Investments, Investment Properties, Nitapat Metals And Technical Sales, Bellandia Investments, Alloverprops, Landab, Fountainhead Property Campus on Rigel, Trust Management, Fernow Projects, Kemtek Canterbury Homeowners Imaging Systems Holdings, Old Abland, Abland Association, Cranleigh Cape, Abland Investments, Landgro Homeowners Developments, Abreal, Sabdev, Mercland, Sable Association, Di Files and Homes Investments, Sable Estates, Sable Homes Boxmakers, FuelCo, Investments 2, Sable Homes, Abland Investments IlizaElitsha Asset 97, Sabreal, Abdev No 20, Sable Retreat, Management, Intercare Vierfontein Properties, Portion 3-4 of Erf 5495 Sub-Acute Hospital Bryanston, Sabland, Abdev No 24, Portion 209 Witkoppen, Kya Business Park, Oilgro, Portions Hazeldean, Kya Sands Business Park Owners Waterval, Abdev No 46, Abland, Sunward Association, Pacific Park Erf 3559, Ptn Bryanston, Heledev No Breeze Trading 91, 6, Ptn 3 Erf 85 Illovo, Ptn 113 Weltevreden, Rivonia Ext 4, S and D Heledev No 10, Kya Sands Business Park Owners Association, Lynmor Trading Company, Heledev No 13, Abland Gauteng, The Wonderers Office Park, Abland Manapa Development, Pivotman, Lightside Investments, Demerara Consultants, The Wonderers Office Park Owner's Association, Duelco Investments 79, Fairway Office Park Owners Association, Kingloth Properties, Ptyprops 98, Wykwet 28, Constantia Valley Office Park Owners Association, Sable Construction, Meso Outdoor, Sable Homes North, Abland Manapa Construction Vip, Tijger Vallei 2 Properties, Hazeldean Retreat, Tijger Vallei 1, Abland Manapa Investments, Autumn Star Trading 74, Casadobe Props 72, Blackrock Offices, Topshell, Exact-Trade 144, Portion 3 of Erf 163 Hillcrest, Ballywood Properties 2, Iliza Elitsha Property Investment, Iliza Elitsha Investments, The Pivotal Fund, Iliza Elitsha Project Management, Intercare Infinity Hazeldean, Rzt Zelpy 4689, Iliza Elitsha Joint Venture Company, Somerset West Autopark, Okalang East, Okalang West, Abfin, Dinegro Holdings, Abland Siyakha, Pacific Breeze Trading 578, Oukraal Developments (Rf), Broadacres Retreat, Rzt Zelpy 5352, Hazeldean Office Park Owners Association, Ptn 3 of Holding 21, Abman, Pivotal Goldfields Mall, Abland Coastal, Abreal Projects, Abshelf 01, Abland Africa, Abshelf 03, Abshelf 04 Properties, 004 Shelfpack TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 33 of 115

34 Deva Marianen Ian Chambers Alexander Leonardus Dahm Leon van de Moortele Safyr Wealth Services Ltd, Sws Nominees Ltd, Sai Services Ltd, Safyr Capital Partners Ltd, Safyr Group Holdings Ltd, Boustead Investment Fund Pcc Human Resources Africa Limited, ICC Options International Ltee, Ian Chambers Consulting Ltd, Freese Investments Ltd, Villa Laetitia Limited, Sable Holdings Limited, York Street Properties Limited, One Twenty Eight Villas Valriche Limited, Twenty Six Villas Valriche Limited, Nyati Company Limited, Harbour Place Limited, Britannia Investments Limited, Bel Ombre Investments Ltd, Centre de Reparation de Camion d Approvisionnement Limitee, Matkovich Golf Design and Consulting Ltd Tadvest Limited, Tadvest SA (Pty) Ltd Delta Africa Property Holdings Limited (Mauritius), Delta International Mauritius Limited (Mauritius), DIF1 Co Limited (Mauritius), HM&K Properties Limited (Mauritius), SAL Investment Holdings Limited (Mauritius), Zimpeto Investment Holdings Limited (Mauritius), Zimpeto lmobiliaria Limitada (Mozambique), Pettiford Properties (Pty) Ltd, Van de Moortele Properties (Pty) Ltd. Global Diversified Fund PCC, Truworths (Mauritius) (Pty) Ltd, NinetyEast Fund Services Ltd, NinetyEast Corporate (Mauritius) Limited, NinetyEast Trustees (Mauritius) Limited, Tadvest SA (Pty) Ltd Chambers Pinet (Pty) Limited, FHS Consulting (Pty) Limited, FHS Personal Wealth (Pty) Limited, Tadvest SA (Pty) Ltd Afintra AG, APM AG, Cympran Gludt AG, DC Trade and Finance AG, EDM Escomex AG, ICT Traf GmbH, MC Klimtek AG, MGF Marmor and Finanz AG, Drytech Group AG Heidiland, Zoom Media AG, MG Micro Galva GmbH, TTD The Trading Desk (PTY) Ltd, Michael N Trading AG, Zoom Media AG, Infiniti Capital AG, Swiss D Holding AG, TTG Technoloy Transfer GmbH, All Sponsoring and Racing GmbH, ALS Computer (PTY) Ltd Solenta Investment Holdings (Pty) Ltd, Solenta Aviation (Pty) Ltd, Solenta Aviation Workshop (Pty) Ltd, Solenta Aviation Training Academy (Pty) Ltd, Federal Holdings (Pty) Ltd. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 34 of 115

35 *directorships in subsidiaries of the above mentioned companies and Mauritian Global Business companies have been excluded 2. REMUNERATION OF DIRECTORS OF TADVEST 1 The remuneration and benefits (in USD) to be paid by the company to the directors of Tadvest in their capacity as directors (or in any other capacity) for the financial period from inception until 31 December 2015 will be as set out below: Director Basic salary Directors fees Other fees Performance bonus Expense allowance Other material benefits Pension scheme contributions Commission Shares or share options or similar rights Share of profit Total USD Dave Savage Alexander L. Dahm Ian Chambers - 10, ,000 Deva Marianen Leon van de Moortele Remuneration of Executive Directors ( ED ) and Non-Executive Directors ( NED ) ED s and NED s remunerations consist of an annual fee paid on a monthly basis, quarterly basis, or on an ad hoc basis, as agreed from time to time. The ED s and NED s remunerations are approved by the Corporate Governance Committee It is to be noted that remuneration is treated on a case to case basis and that not all ED or NEDs are remunerated. 2.2 As an appointee of the company administrator, Mr. Deva Marianen s remuneration is incorporated into the fees paid by the company to Safyr. 2.3 No remuneration or benefits are to be paid by the company (directly or indirectly) to the directors of Abman in their capacity as directors (or in any other capacity) for the financial year ended 31st December The remuneration and benefits to be paid to the directors of Abman in the current financial year and the ones following the Mauritian listing will be paid by Abman and not Tadvest. 2.4 As the company was only incorporated recently no fees have been paid to the directors of the Company in the first months. As at the last practicable date, Mr Ian Chambers will have been receiving directors fees of USD 1,000 per month as from March No fees are paid or accrued as payable to a third party in lieu of directors fees. No fees have been paid or accrued as payable as at the last practicable date. 2.6 There shall be no variation to the fees receivable by any of the directors as a consequence of the listing. 3. DIRECTORS INTERESTS IN SECURITIES As at the last practicable date, save for Mr. Alexander Leonardus Dahm, no directors of Tadvest (including directors who have resigned in the last 18 months), are, directly or indirectly, beneficially interested in Tadvest shares in issue. 1 Note that the table below may change subject to the next Corporate Governance Committee Meeting TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 35 of 115

36 4. DIRECTORS INTERESTS IN TRANSACTIONS 4.1. Apart from the interests disclosed in the following chapter 5 Directors interests in property acquired or to be acquired, the directors of the company have no beneficial interest in transactions entered into by the company: during the current financial year; or since incorporation; or during an earlier financial year which remain in any respect outstanding or unperformed No amount has been paid to any director (or to any company in which he is interested (whether directly or indirectly) or of which he is a director or to any partnership, syndicate or other association of which he is a member) since incorporation of the company and/or Abman (whether in cash or securities or otherwise) by any person either to induce him to become or to qualify him as a director or otherwise for services rendered by him (or by the associated entity) in connection with the promotion or formation of the company and/or Abman. 5. DIRECTORS INTERESTS IN PROPERTY ACQUIRED OR TO BE ACQUIRED The table below provides details of the directors the company currently has or has had, who have or have had a material beneficial interest, direct or indirect, in transactions, that were affected by the entities listed in the table below during the current or immediately preceding financial year or during any earlier financial year and which remain in any respect outstanding or unperformed. Name of director Particulars of contract Nature/Extent of interest Dave Savage Potential beneficiary of D Savage Family Trust Director of CRH Investments Director of Lightside Investments Director of Matrix NSX Such interest may only accrue if the Trustees of the D Savage Family Trust decide in their own discretion to make a distribution to Dave Savage. Alexander Leonardus Dahm Potential beneficiary of the AD Trust which hold indirectly 100 % of the Tadvest Shares until the Tadvest SA Acquisition Agreement becomes effective Such interest may only accrue if the Trustees of the AD Trust decide in their own discretion to make a distribution to Alexander Leonardus Dahm. 6. TERMS OF OFFICE None of the directors have entered into a service contract with the company for their directorship and, accordingly, the appointment of the directors is indefinite but remains subject to all applicable law and the provisions of the company s Constitution. 7. DIRECTORS DECLARATIONS Each of the company s directors has filled in and signed a declaration and undertaking as provided in Appendix 5 of SEM Listing Rules. 8. CONSTITUTION The relevant extracts of the Constitution of the company providing for the appointment, qualification, retirement, remuneration and borrowing powers of the directors and the power enabling a director to vote on a proposal, arrangement or contract in which he is materially interested are set out in Annexure 5. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 36 of 115

37 9. BORROWING POWERS The borrowing powers of the company and its subsidiaries exercisable by the directors have been set by the board of the company and have not been exceeded since incorporation of the company. No debentures have been created. 10. THIRD PARTY MANAGER Save for Safyr s appointment as the company administrator and the Abman service level agreement, no business of the company nor any of its subsidiaries nor any part thereof is managed or is to be managed by any other third party under a contract or arrangement. 11. SUMMARY OF EXISTING OR PROPOSED CONTRACTS (WHETHER WRITTEN OR ORAL) RELATING TO DIRECTORS AND MANAGERIAL REMUNERATION, RESTRAINT PAYMENTS, ROYALTIES AND SECRETARIAL AND TECHNICAL FEES Save for Safyr s appointment as the company administrator, Ian Chambers Consulting Ltd s appointment as Tax Advisor and the Abman service level agreement, there are no existing or proposed contracts (whether written or oral) relating to directors or managerial remuneration, restraint payments, royalties or secretarial and technical fees. As at the date of these Listing Particulars, there were no other contracts or arrangements in which the directors were materially interested and which were significant in relation to the business of the company. 12. DIRECTORS EMOLUMENTS Under the arrangements in force as at the date of these Listing Particulars, the aggregate remuneration and benefits in kind receivable by the directors and proposed directors of the company for the financial year ended 31 December 2015 is USD 10,000. As the company was only incorporated on Friday, 05 November 2014 the directors have not been paid any other fees by the company. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 37 of 115

38 Annexure 2 SUMMARY OF EXISTING AND FUTURE INVESTMENTS Tadvest Limited is an Investment Holding company which invests in a diverse range of assets with the goal of value creation. These assets or companies fall mainly under the categories of industrials, consumer goods, commercial and residential property. As a strategic partner, Tadvest aims to guide these companies to sustainable growth with its years of experience as well as constantly searching for new business opportunities to grow the portfolio. 1. ASSETS CURRENTLY HELD BY TADVEST LIMITED (AS AT SEM LISTING) 1.1. Kemtek Imaging Systems Full Name Kemtek Imaging Systems Holding Limited Position in Tadvest Group 14.28% held by Tadvest Limited Website Acquisition Date 5 December 2014 COMPANY OVERVIEW Kemtek Imaging Systems Holding Limited ( Kemtek ) provides high-end printing, barcoding and labelling solutions. They began trading in 1988 and operate from their head office in Johannesburg, with full service branches located in Pretoria, Durban, Port Elizabeth and Cape Town. Export sales to Africa and the Indian Ocean Islands are handled through their Johannesburg and Pretoria branches, as well as being assisted by distributors and subsidiaries in various African countries. Kemtek has recently entered the 3D printing industry with their new venture Rapid 3D. Rapid 3D specialises in 3D printers for the manufacturing sector. Together they aim to become market leaders in this exciting new industry in the coming years. As a supplier of specialized printers and operating parts as well as scanners and labellers, Kemtek understands the importance of service delivery. They focus on customer relationships and their highly trained staff strive to protect their position as market leaders in the printing industry. MANAGEMENT Leon Kruger, Chief Executive Officer Qualification: B.COM, CAIB (SA), CFP and MBA A highly experienced and commercially astute CEO/COO with over 20yrs professional services experience in South Africa s leading banking and legal firms. Has a strong analytical and strategic approach and utilises a collaborative and accountable management style to engage with key stakeholders and empower business operations at all levels. Gavin van Rensburg, Managing Director Gavin qualified as a photo lithographer in 1980 and has since been in the printing industry. Gavin joined Kemtek in 1995 to take on the Screen and Kodak agencies and has worked his way up through the years to Managing Director of the Group. Mark Broude, Executive Director (Chief Operating Officer) Mark Broude manages the Auto ID and Office Products Divisions. Mark joined Kemtek in 2003 as a General Sales Manager and has since progressed in the business from this position. Mark has a wealth of knowledge in the sales industry and has over 30 years of work experience. Mark is also on the Board of TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 38 of 115

39 Directors for the newly formed Rapid 3D company, being the latest venture of Kemtek into the 3D market (commercial and consumer market). Donovan De Abreu, Group Financial Manager Donovan De Abreu qualified as a CA (SA) in Since qualifying as a CA (SA) he has gained 5 years post article experience in Aviation, Retail and most recently the Printing sector. Donovan is also on the Board of Directors for the newly formed Rapid 3D company, being the latest venture of Kemtek into the 3D market (commercial and consumer market). BOARD OF DIRECTORS NAME POSITION EXECUTIVE/NON-EXECUTIVE Dave Savage Chairman Non-Exec Leon Kruger CEO Exec Gavin van Rensburg Director Exec Mark Broude COO Exec Vivian Rudaizky Director Exec (Retiring) Isaiah Joffe Director Non-Exec (Retiring) Peter Samuel Rudaizky Director Non-Exec Thys Neser Director Non-Exec KEY FINANCIAL FIGURES As per the below figures, Kemtek has seen a steady growth in revenue year on year and are currently above budget for the 2015 financial year (August year-end). The budget for 2015 has been achieved. Numbers denominated in ZAR August 2012 August 2013 August 2014 August 2015 Audited Accounts Audited Accounts Audited Accounts Budgeted Accounts EBIT 21,760,983 18,805,227 12,159,477 25,072,322 Net Profit after Tax 13,861,754 10,078,544 6,030,808 14,452,072 Future growth prospects are expected to originate in the next few years from an increased footprint in the digital printing market, as well as further investment into 3D printing, with specific focus on the consumer market Trakka Full Name Trakka Corporation Pty Ltd Position in Tadvest 20% held by Tadvest Limited via Group Lightsource Trust Website Acquisition Date 5 December 2014 COMPANY OVERVIEW Trakka is a privately held Australian aerospace company, whose primary focus is to design, manufacture and market, high-powered searchlight solutions for airborne, marine and land-based operations internationally. Trakka is headquartered in Melbourne, with sales and service facilities in Europe, the Americas, Africa, the Middle East and Asia. Trakka offers a comprehensive portfolio of searchlight products, accessories and spare parts for civil and military operators. Its searchlight systems are used by ground and airborne law enforcement, security forces, as well as search and rescue agencies to strengthen their capability to achieve TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 39 of 115

40 mission objectives in order to offer clients a complete surveillance and search package. Trakka has joined forces with SWE Systems, a Swedish based company dedicated to airborne HD camera solutions. SWE Systems offer in house design and development of specialised airborne camera systems, with a strong focus on broadcast, powerline and surveillance capabilities. MANAGEMENT AND DIRECTORS Moss Ngoasheng, Director In 1987, he completed a B.Soc Sci Honours Industrial Sociology (First Class) at the University of Natal, Durban, after which he studied at the Institute of Development Studies at the University of Sussex in Brighton, England, gaining an MPhil Development Studies (First Class). He has been a consultant to the World Bank and National Housing Forum (South Africa) on aspects of economic policy in South Africa. He has lectured on sociology at the University of Natal in Durban and was research Assistant fellow at the university s Departments of Sociology and Town and Regional Planning. He has also been a visiting assistant director in the Department of Economic History at the University of Cape Town. When democracy came to South Africa Moss served from 1995 to 2000 as economic advisor in the Presidency. He also served on the African National Congress (ANC s) economic policy unit for a number of years. He is a member of the Board of Dimension Data Middle East and Africa, South African Breweries, Ntsimbintle Mining (Pty) Ltd, Mokala Manganese Mining (Pty) Ltd, Wingate Group Holdings (Pty) Ltd and Business Leadership South Africa. Edwin Daniels, Joint Managing Director Mr. Daniels has served as a director of numerous public and private companies. He was a director of Waco International, a US-based multinational scaffolding and building products company that was ultimately listed; a director of Retail Apparel Group, a high-growth women s multi-unit fashion chain, CFO of Village Roadshow s entertainment and cinema divisions; CEO of the Village Entertainment Property Trust, the only entertainment REIT listed on the ASX ( Australian Stock Exchange ), and was the internal advisor to a prominent family office in Melbourne, Australia, with a broad range of property, private equity and venture capital investments and holdings. Since 2009 Daniels has overseen the development of the Gencor Group, the family office managed together with Rudaizky. Peter Rudaizky, Joint Managing Director Mr. Rudaizky has extensive entrepreneurial and operational expertise in manufacturing and distribution, and has been instrumental in the successful establishment and development of a portfolio of personal business assets in South Africa, the US and Australia, including Kemtek Imaging Systems Ltd (South Africa), Kemtek Imaging Systems P/L (Australia), and Edgecraft Corporation (USA). Peter serves on his own family company s Board where he has been instrumental in its growth and in its diversification into the property sector. He has also represented the same prominent family office in Melbourne, Australia managing the operations of a group of their innovative technology driven businesses that provided security related products and services to law enforcement, military and homeland security. Since 2009 Rudaizky has overseen the development of the Gencor Group, the family office managed together with Daniels. Daniel Kiehl, Vice President, Global Operations Mr. Kiehl was instrumental in developing and executing the overall operating strategy for Gyrocam Systems, LLC, a manufacturer of gyro-stabilized camera systems. Mr. Kiehl navigated the organization through explosive expansion which included: increasing thru-put from 5 units a year to over 60 units a month, opening new facilities, tripling employment and executing an Enterprise Resource Planning (ERP) conversion. The results of these efforts were directly responsible for numerous follow-on government delivery orders. Innovative supply chain negotiations led to a substantial reduction in capital required to support the industry s quickest order cycle while significantly reducing the cost basis by more than 40%. Mr. Kiehl developed and initiated detailed companywide robust processes which produced the highest readiness rates for the program office. These combined strategies and implementations resulted in an acquisition by a Fortune 100 company. Willy Bagg, Chief Financial Officer Mr. Bagg is an experienced financial executive with entrepreneurial, general management and financial experience gained through working in a variety of industries in South Africa, the USA and Australia. Prior to Trakka, he was a Director at a company that specialised in providing unique working capital financing facilities to companies. Concurrently he served as Managing Director of Oxford Asia Pacific Investments, a TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 40 of 115

41 boutique private equity Investment Company and was also a non-executive director of a company providing training, organisational and people development services. His Australian experience also includes working in specialised forensic accounting and business advisory organisations and senior management positions in manufacturing and distribution businesses. During a 15-year career in the United States, Mr. Bagg was first a Management Consultant in the Los Angeles office of Price Waterhouse and then Chief Financial Officer for Waco International, a listed manufacturer and distributor of building products. Willy is a Chartered Accountant who also has also has significant teaching experience having lectured in both undergraduate and extension programs in Finance in the USA. Dave Krejsa, Global Service Manager Mr. Krejsa has a background in Mechanical Engineering and has spent his career working hands on in practical applications of his craft. Over the past 25 years, Mr. Krejsa has worked on new platform development teams in addition to developing service centres. In his most recent role prior to Trakka, Mr. Krejsa developed the comprehensive processes for aftermarket service for Gyrocam Systems, LLC, a manufacturer of gyro-stabilized camera systems, which during Mr. Krejsa s tenure had annual revenues of nearly $200mm. Mr. Krejsa built the service operation from the ground floor up and developed an industry best readiness rate and incredible service cycle time of less than 48 hours. His insight to determining root cause failures and problem solving was key in developing easy to understand processes and troubleshooting trees to quickly resolve faults and quickly turn customer issues. Shawn Mitschelen, CEO, Trakka USA LLC and Director of Federal Government Programs Mr. Mitschelen s has an Associate Degree in Electronics Technology and a Bachelor of Science in Business Administration and Management. He has eleven years of experience as a Production Manager for Boeing/Hughes Aircraft. During his tenure with Boeing, he managed dual-capability production lines manufacturing searchlight systems for law enforcement, military, search and rescue, and also solar simulation equipment for small-scale and multi-million dollar aerospace projects worldwide. He has coauthored patents for new searchlight design and solar simulation equipment (patent awarded). Mr. Mitschelen also has twelve years of experience as Director of Marketing and Sales of searchlights and solar simulation systems worldwide. He was a recipient of the Boeing Technical Excellence Award and completed several courses at Boeing Management School including Production/Project Management, Production Management/Process Efficiency, ITAR Restrictions, and Import/Export Compliance. Cliff Schidlewski, Engineering Manager Mr. Schidlewski s background is in Electronic Engineering. He has over 25 years of engineering experience and has both designed and managed teams developing products from concept to production (including environmental qualification and regulatory compliance) for harsh environments including rolling stock, defense and aerospace. Mr. Schidlewski s background in working through the complexities of aerospace regulations and compliance has been extremely beneficial to his role at Trakka and he has been instrumental in managing the certification process for Trakka s System. KEY FINANCIAL FIGURES Trakka is still in the research and development phase and for this reason the historic information before the 2015 financial year will not be a true indicator of the potential of the Company. The Company has made great advances in the specialised lighting sector and foresee the benefits of this coming to fruition in the 2016/7 and 2018 financial years. Future growth prospects are expected to originate from expansion into new markets such as Asia, and through strategic acquisitions of businesses that play into the overall Trakka corporate growth strategy. The most recent talks have been with a camera specialist in Sweden, this would be ultimately the goal of the company to combine the high end lighting and camera packages. Trakka has formed a joint venture with SWE Systems. Trakka is well geared for this, especially if one considers the skill set of Trakka s senior management. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 41 of 115

42 Numbers denominated in AUD June 2012 June 2013 June 2014 Audited Accounts Audited Accounts Audited Accounts EBIT -3,902,946-6,106,844-4,468,476 Net Profit after Tax -2,957,392-5,028,005-3,502, Constantia Centre Full Name Constantia Centre GRA 6,000 m 2 Net Rental R100 p/m 2 Capitalisation Rate 8% - 9% Position in Tadvest Group 30.15% held by Tadvest Limited through Abbeymead Enterprises Acquisition Date 5 December 2014 This single-tenanted 6000 m2 development, comprises one building with Tadvest owning a 30.15% undivided share in this building. This building has been custom designed for data recovery and other facilities for Standard Bank. This asset was held under a bare dominium, which expired with the lease at the end of April This asset will therefore remain in the portfolio as a short term hold with the view to actively seek a buyer. The asset management team has recently concluded the lease negotiations with the tenant. The Company is currently at an advanced stage of negotiating the sale of this Property with a potential buyer Broadacres Retreat Full Name Broadacres Retreat Proprietary Limited Estimated Phases of Development Three Phases Position in Tadvest Group 27.5% equity share held by Tadvest Residential and 9.5% equity share held by Tadvest Limited Projected MV on completion ZAR 563,321,363 Development Cost ZAR 465,955,392 Project Profit ZAR 97,365,971 Tadvest Share in Profit ZAR 36,025,409 Return 7.73% Acquisition Date 5 December 2014 OVERVIEW Broadacres Retreat is a residential development in Broadacres, Fourways. The development consists of 2 and 3 bedroom duplex units and apartments. The development will be completed in the next 2 to 3 years. Phase 3 of this development is currently being marketed, with Phase 1 and 2 already complete. The development is still capital intensive due to the cost of servicing the land. Once the development is fully developed, the profits will be distributed to shareholders for investment into new residential developments. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 42 of 115

43 MANAGEMENT AND DIRECTORS GBJ Bowes B Compt (Unisa), CA(SA) Gavin qualified in 1995 as a chartered accountant completing his articles with audit firm Selby and Company. He then spent three years as financial manager in a family company. He joined Sable Holdings Limited in 1998 as financial manager, gaining experience in property investment and development in all property sectors. He also served as Managing Director at Sable Holdings for a period. PH Nash B Comm (Wits) Paul has over 30 years of experience in the property industry. Paul is currently the Non-executive chairman of Sable Holdings Limited, a property specialist Company. Thys Neser Building Management / MBA Thys has been involved with the Abcon group of companies since 1981 and is currently Executive Chairman for the various companies within the group. He is active in the residential and commercial property field as well as in other business ventures. Thys is currently Advisor to Abman. Dave Savage refer to brief CV in Annexure 1; 1.5. Loan claims In addition to its existing shareholding in the companies mentioned above, Tadvest also has loan claims against: Abbeymead Enterprises USD 205,270 Broadacres Retreat USD 385,227 CRH Investments USD 2,150,388 Gencor Ventures USD 2,092, ASSETS CURRENTLY HELD BY TADVEST SA (PTY) LTD, TO WHICH TADVEST WILL INCREASE EXPOSURE POST THE NSX LISTING 2.1. Cedar Land Full Name Cedar Land Land Area 60,000m2 Cost ZAR 12,000,000 Position in Tadvest Group 100% undivided share held by Tadvest Industrial Acquisition Date Existing Asset in Tadvest Industrial OVERVIEW This property is situated on Cedar Rd, Chartwell, Johannesburg. This site, made up of two plots of land, has a prime location situated across from the entrance of Dainfern and Steyn City. As Tadvest Industrial will look to be the seed investor of Storvest, this was a strategic acquisition. We have recently commenced with our feasibility studies, but are hoping to achieve a first year yield/return of 12.5% to 13.5%, with a 20% IRR in year 5 of the project. The land has been maintained at cost over the forecasted period 2016 to TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 43 of 115

44 2.2. Topshell Full Name Topshell Proprietary Limited Position in Tadvest Group 50% held by Tadvest Industrial Website Acquisition date Existing asset in Tadvest Industrial COMPANY OVERVIEW In 2005, Stellenbosch based entrepreneur, Deon van der Merwe founded Topshell Container and Toilet Hire, a company that rents container-based site offices, stores and chemical toilets, with the construction industry as its anchor customer. Topshell not only converts containers into storage units but also designs and manufactures custom built living and storage solutions on site to meet customers needs. Although the primary market is still the construction industry, Topshell has expanded its offering to cover accommodation, business to business, individual and domestic storage. Topshell Rental provides a site rental service to primarily the construction industry, but also to anyone who needs a site office, secure site store or chemical toilets. Topshell Life comprises of container-based living pods. Each luxury unit is fully equipped and custom built to client specifications. Unit sizes are available in standard 6 metre and 12 metre container lengths. Topshell Self-Storage provides storage space for general goods or vehicles at Topshell Park, Stellenbosch. MANAGEMENT AND DIRECTORS Deon van der Merwe (Managing Director) Deon is a qualified mechanical engineer who spent 11 years with Denel performing R&D and project management. He then worked as an operations manager for a mining company for 5 years before he founded Topshell in Deon is supported on the board of directors by Dave Savage and Thys Neser, both with extensive business development knowledge. Thys Neser Building Management / MBA Thys has been involved with the Abcon group of companies since 1981 and is currently Executive Chairman for the various companies within the group. He is active in the residential and commercial property field as well as in other business ventures. Thys is currently Advisor to Abman. Dave Savage (Non-Executive Director) refer to brief CV in Appendix 1 KEY FINANCIAL FIGURES Numbers denominated in ZAR February 2013 February 2014 February 2015 Audited Accounts Audited Accounts Unaudited Accounts EBIT 862,099 2,603,092 1,475,756 Net Profit after Tax 219,162 1,428, ,210 Topshell will look to expand into further self-storage opportunities in Epping and Stellenbosch (Both situated in the Western Cape, South Africa). They are also busy with self-storage negotiations in Fisantekraal, Cape Town. Topshell will also look to grow the business to Gauteng by Q This will provide them with a greater market for their products as well as give them more accessibility to the Northern parts of South Africa and neighbouring countries. This is an exciting company with good growth prospects. Topshell also has strategic value as we will look to use containers in certain of our self-storage developments. Topshell is therefore considered to be a long term hold at this point in time. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 44 of 115

45 2.3. Sweet Sensation (To be renamed Fruitvest) Full Name Position in Tadvest Group Website Acquisition Date Sweet Sensation 89 (Pty) Ltd Bronpro Processors (Pty) Ltd Hoedspruit Fruit Processors (Pty) Ltd 47.5% held by Tadvest Industrial Existing Asset in Tadvest Industrial COMPANY OVERVIEW Sweet Sensation is a holding company of two fruit processing plants in the Lowveld area. Hoedspruit Fruit Processors are situated in Hoedspruit and focusses mainly on the production of frozen mango concentrate and purees as well as mango atchar. Bronpro, based in Nelspruit, produces high quality aseptically packed mango and guava purees and concentrates. They also manufacture concentrated and high quality formulated juices and nectars for use by industry to produce quality single strength beverages. Sweet Sensation has evolved from a small scale manufacturer of frozen and preserved guava and mango pulps to a South African market leader in the manufacture of Aseptic subtropical pulps and concentrates. Sweet Sensation intends to change its name in future to Fruitvest. MANAGEMENT AND DIRECTORS The Sweet Sensation Group consists of two underlying companies being Bronpro Processors and Hoedspruit Fruit Processors. The Sweet Sensation Group is currently undergoing a group restructure. The Board will consist of 4 members, who will be made up from the following executive and non-executive Directors. The Board composition is still to be formalized. Rick Basson, Managing Director - Bronpro Rick completed his BSC degree in Food sciences and has been in the Fruit production business for more than 15 years. Rick has a vast knowledge of this industry, especially dealing with aseptically packed purees and concentrate. Neels De Kock, Managing Director - HFP Neels obtained a Bachelors in Commerce at the University of Pretoria and has spent over 15 years in the fruit production industry. Neels also brings a wealth of knowledge and experience to the table. Daan De Kock Daan Qualified as a CA (SA) in 1996 and started his own practice in Daan has been involved with Bronpro since 2003 and since 2006 with HFP. Daan has an in-depth knowledge of the Group and the markets locally and internationally. The executive team is supported by the following non-executive board members: Jaap Beyers, Chris Steyn and Thys Neser. Between these board members, they have a wealth of knowledge with all of them entrepreneurs in their own right. They have also all been involved in the fruit processing industry for more than 10 years. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 45 of 115

46 KEY FINANCIAL FIGURES Bronpro Processors Numbers denominated in ZAR INCOME STATEMENT September 2012 Independently Reviewed September 2013 Independently Reviewed September 2014 Unaudited GP % 22,37% 18,85% 14,29% Net Profit/(Loss) before Tax -2,451, , ,970 PROSPECTS The prospects of the business are as follows: Hoedspruit Fruit Processors: Addition of a cooling warehouse to increase potential storage space of the facility, which should enable the business to improve stock capacity and increase sales throughout the year. Bronpro: Expansion of the macadamia nut plantations to cater for the growing demand in the market and to diversify the product offering. Upgrading of facilities to improve efficiencies. Investment in socio-economic projects to uplift the neighbouring communities. Expanded product offering Country Mushrooms Full Name Position in Tadvest Group Website Country Mushrooms Proprietary Limited 62% held by Tadvest Commercial COMPANY OVERVIEW Country Mushrooms was established in 1986 on the Wattlewood farm in the Bapsfontein area. With quality mushrooms being the core of their business, Country Mushrooms go to extreme lengths to constantly produce the freshest mushrooms on the market. Through the addition of the Aalwyne farm and the introduction of innovative technology and improved cultivation methods, the production output on the two farms has been increased to a current average of 50 tons per week. This production output constitutes 85% white and 15% brown mushrooms, of which 90% is sold fresh and 10% is processed in brine. Both farms have their own pack houses where all mushrooms are packed before delivery. With a fleet of vehicles, Country Mushrooms is able to deliver anywhere in Gauteng and surrounding areas on a daily basis. MANAGEMENT AND DIRECTORS Nichol Muller, Managing Director Nichol Muller studied as a Millwright and has 20 years work experience. He has spent 17 years in mushroom production and management. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 46 of 115

47 Morris Gilbert, Director of Marketing, Sales and Distribution Morris Gilbert obtained his Agricultural diploma and has over 30 years work experience and has spent the majority of his years in mushroom production and marketing. Jan Engelbrecht, Director of Finance, Human Resources, Information Tech & Administration Jan Engelbrecht obtained his Bachelors and honours degree in Commerce and has over 40 years experience in finance, administration and Information Technology. The senior management and directors are supported on the Board by Thys Neser (Chairman and Non- Executive Director) and Giep Stander (Non-Executive Director) a CA (SA) with over 40 years experience in public practise and this industry. The senior team is supported by well qualified mid- and junior-management teams. These employees have a wealth of experience and play a pivotal role in the success of Country Mushrooms. The company currently employs 216 personnel. KEY FINANCIAL FIGURES Numbers denominated in ZAR September 2012 Audited Accounts September 2013 Unaudited Accounts September 2014 Unaudited Accounts EBIT 6,250,298 4,274,374 2,300,858 Net Profit 4,884,688 3,193,737 1,215,025 The primary cause of the decrease in revenue in 2013 and flat performance in 2014 was production challenges that resulted in lost sales. This has been corrected in the 2015 financial year. Production should be stabilised with the implementation of phase 1 to 3, which should have a significant impact on production quality and overall consistency. Future growth prospects are expected to come from a three phased expansion as follows: Phase 1 - upgrading of composting facilities currently underway Phase 2 - upgrading of cooling plants funding approved, currently underway Phase 3 - addition of 9 state-of-the-art growing rooms These phases should result in an additional production output of 12 tons per week, taking the total potential production capacity of the farm to 60 tons per week Abreal Full Name Position in Tadvest Group Website Abreal Proprietary Limited 50% held by Tadvest Commercial COMPANY OVERVIEW Abreal is a property management company focusing on Commercial, Industrial and Retail properties. They also have a number of service offerings (divisions) that focus on vacant land management, marketing and smaller refurbishment projects. The other shareholders of Abreal are Pivotal (25%) and Abland (25%). Both these shareholders add a wealth of knowledge and expertise to this company. Abreal in turn plays a very strategic role for Pivotal and Abland and provides them with the in-house tools to effectively and efficiently run their portfolio of properties. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 47 of 115

48 COMPANY STRUCTURE MANAGEMENT AND DIRECTORS Danie De Goede, Managing Director Danie de Goede qualified in 1993 through the Central University of Technology in HR/IR Management. In addition to this, he completed other law curriculums and 1 year Advanced Certificate In Shopping Centre Leadership and Estate Agency Board Exam. Salomie Peters, Financial Executive Salomie is a Chartered Accountant, having qualified in 2007 and is a member of the South African Institute of Chartered Accountants, and additionally, obtained a post-graduate diploma in Advanced Project Management at the University of Pretoria. Danie and Salomie are joined on the Board by the following non-executive Directors: Dave Savage, Aaron Suckerman, Thys Neser and Jackie van Niekerk. KEY FINANCIAL FIGURES Numbers denominated in ZAR February 2013 February 2014 February 2015 Audited Accounts Audited Accounts Unaudited Accounts Net Profit/(Loss) after Tax 1,205,125 (710,560) (440,280) NP/ Net (Loss)% 5% -3% -1% PROSPECTS Abreal is actively seeking opportunities to manage property assets in Africa and to expand their property portfolio in South Africa. Abreal has recently acquired a stake in a Zimbabwean Property manager with the hope to accelerate their expansion in Africa. At this point in time however, Abreal is expected to remain a cost centre. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 48 of 115

49 Abreal is currently improving their service offering by incorporating the following companies: Abreal Projects Tenant Fit outs and minor renovations Abnormal Full bouquet of marketing services Abreal Urban vacant land & nodal management 2.6. Commercial Property Assets As one of Tadvest s strategic partners, Abland is a market leader in the development of commercial and industrial property in South Africa. Abland strives to create best-in-class, sustainable developments which meet their clients exact requirements both as investors and occupiers. Abland continues to be a trend-setter and innovator, responsibly developing property assets which enhance clients and investors businesses. Building on the cornerstones of excellence, commitment and enthusiasm, Abland tirelessly pursues new growth opportunities for sustainable long-term value creation through cutting-edge commercial, industrial and retail property development. Abland has also formed a strategic partnership with The Pivotal Fund Limited (JSE (SJ): PIV) as well as The Pod Property Fund. Projects with a market value of ZAR 200million or less will be considered for Pod, other larger projects will be in partnership with the Pivotal Fund. These fund structures are designed to allow investors that have identified or initiated a development to participate in these funds, while retaining the benefit from the initial capital growth of the project. This is achieved by ring-fencing the development until it is commercially viable (the criteria for which will be agreed up front between Pivotal/Pod and the investors). Before commercial viability is achieved, development and financial risk and reward in respect of the development remain with the relevant investors. Once a development becomes commercially viable, the ring fencing falls away and the investors interest converts from an interest in the underlying development to an interest in the broader Pod Property Fund portfolio (including the development). Pod will acquire undeveloped land (or land in the process of development) from a vendor or vendors for a cash price equivalent to its value. The cash price will be financed by the issue by Pod/Pivotal Fund of a particular series of preference shares relating to the property in question (typically to the vendors, although not necessarily so). The preference shares will compulsorily convert into ordinary shares on commercial viability. Tadvest will seek opportunities to partner with Abland in new property developments which are believed to be capable of creating shareholder value Waterfall Ridge (Allandale Commercial) Full Name Waterfall Ridge (Allandale Commercial) Land Size m² Position in Tadvest Group 17.78% undivided share held by Tadvest Commercial OVERVIEW The mixed-use development site is located on the corner of Pretorius and Harry Galaun Roads, directly opposite the Mall of Africa entrance. The 16 hectares is earmarked for a precinct development with proposed developments that include dealerships for Audi, BMW, Jaguar, Land Rover and a free-standing Pick n Pay with complementary retail and motor-related retail. The area will be upgraded with new roads and landscaping that will enhance and integrate the different elements in the precinct. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 49 of 115

50 The acquisition of the land was a strategic acquisition to further strengthen the node around the Allandale precinct Hertford Office Park Full Name Hertford Office Park GRA 53,772 m 2 Average Net Rental R p/m 2 Capitalisation Rate 8% - 9.5% Position in Tadvest Group 33.33% undivided share held by Tadvest Commercial OVERVIEW Tadvest holds a 33.33% interest in Hertford Office Park which is ideally located on the corner of Allandale and Bekker Road opposite the Mall of Africa development. The park comprises of approximately m² of bulk made up of four completed buildings and a fifth building (Building E) of 3 880m 2 under construction. The balance of the bulk will be developed on demand. The buildings provide space for smaller or larger users and the park further offers sufficient parking and security. The Waterfall Ridge acquisition together with the Hertford development will form a part of the core developments of the greater Allandale Precinct. Development Summary 2 Total Development (100%) Tadvest Share (33.33%) Total Estimated Cost of Development (All Phases) ZAR 1,020,000,000 ZAR 340,000,000 Completed Phases at Cost ZAR 149,000,000 ZAR 49,666,666 Remaining Development at Cost ZAR 871,000,000 ZAR 290,333,333 Debt Gearing (Debt Required/Development Cost) 84% 84% Estimated Market Value at Completion ZAR 1,137,000,000 ZAR 379,000,000 Estimated Growth in Value on Completion ZAR 117,000,000 ZAR 39,000, Rosebank Towers Under Construction Full Name Rosebank Towers GRA 25,016 m 2 Average Net Rental ZAR 179 p/ m 2 Captalisation Rate 8% - 9% Position in Tadvest Group 9.88% undivided share held by Tadvest Commercial Website OVERVIEW Rosebank Towers is situated in the heart of the ever-growing business hub of Rosebank, located opposite the Firs and across the road from the exclusive Hyatt Hotel. The site provides the perfect location for a head office of a local company or a multinational tenant. The redevelopment will consist of 18,665 m 2 of premium office space. 2 Note that the Development Summary Table was populated using the latest feasibility at the date of preparation of this document. The value of the land used in the feasibility assumes that the land has been serviced and rezoning is completed. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 50 of 115

51 The site is within walking distance of the Mall of Rosebank and The Zone Shopping Centre, both of which host numerous world-class amenities. The building will be the tallest in the area at fourteen storeys, adding to the development s visibility and identity. The Gautrain station and the new Bus Rapid Transport System are within walking distance to the site. The M1 highway is also located within 5 minutes from the site. One of the main partners in this development will be Redefine Property Fund. At this point in time the strategy will therefore be to hold the property until it reaches commercial viability. Once we reach this point we will consider selling this property to one of the partners or a property fund Setpoint Industrial Park Full Name Setpoint Industrial Park Current GRA 8,160 m2 Annual Rental ZAR 5,327,866 Average Monthly Net Rental ZAR p/m2 Capitalisation rate 8% - 9% Position in Tadvest Group 100% undivided share held by Tadvest Commercial OVERVIEW This property is situated in Modderfontein, Johannesburg. This development was completed in May 2014 and is let by the Setpoint Group. There is a 10 year triple net lease in place, which will expire in Due to certain needs from the tenant we are in the process of expanding the facility to include their laboratories. The extension is due for completion in December 2015 and will add an additional 1,222m 2 to the facility. The current lease, as well as the lease on the extension will be extended up until 31 December Full Name Setpoint Industrial Park - Extension Commencement Date September 2015 Completion Date December 2015 Total Development Cost ZAR 9,422,522 Debt Gearing Ratio 96% Current GRA 1,222 m2 Average Net Rental ZAR 65 p/m2 Capitalisation rate 8% - 9% Position in Tadvest Group 100% undivided share held by Tadvest Commercial TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 51 of 115

52 Chilli on Top Under Construction Full Name Chilli on Top GRA 5,114 m 2 Average Net Rental ZAR 109 p/m 2 Market Capitalisation 7.5% - 8.5% Position in Tadvest Group Loan and Top up payment with Pivotal. Top-up will be based on 29.6% of NAV on Top-up date (when 60% LTV is reached) OVERVIEW Chilli on Top is Abland s latest venture in the Sunninghill, Sandton area. It is situated opposite Chilli Lane Shopping Centre on the Rivonia Road Extension. This development will be 5, 114 m 2 and include both motor and lifestyle tenants, as well as a convenient fast food drive-through. Opening date has been set for third quarter of Chilli on Top has been sold to the Pivotal Fund for a number of ordinary shares and the rest on loan account. Pivotal will also make an additional Top-up payment once the property has reached commercial viability. The Top-up payment will be determined by the market value of the property once commercial viability is reached Epping Pod Fund Preference Shares Full Name Epping - Lafarge Shareholding 10.97% Estimated Phases of Development 4 GRA 22,175 m 2 Average Net Rental ZAR p/m 2 Capitalisation Rate 9% % Position in Tadvest Group Preference shares held in the Pod Fund Limited to convert to ordinary shares OVERVIEW The Epping development lies within the Epping Industrial Park near Gunners Circle. This 4 phase development of which 2 phases have already been completed is fully let to Lafarge and Pearl Trading. The development will have a 22,175 m 2 GLA in total. This development has been sold to the Pod Fund in return for preference shares Stellenpark Full Name Stellenpark Projected MV on completion ZAR Return 10.5% Position in Tadvest Group 32.29% equity share held by Tadvest Commercial TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 52 of 115

53 OVERVIEW Stellenpark lies on the R44 at the southern edge of Stellenbosch, 5km from the CBD and all its amenities. It can be found directly opposite the prestigious De Zalze Golf Estate and next to the Stellenbosch Square Shopping Centre. The building has been designed in the traditional Cape vernacular, keeping true to over 300 years of architectural history that has helped make Stellenbosch famous. This upmarket development comprises of 10 double-storey buildings offering approximately 4600 m 2 of prime A-grade office space set in an attractively landscaped environment with views across vineyards and the surrounding Stellenbosch and Helderberg mountain ranges. These prime grade offices are being sold off as sectional titles units Topshell Agri-Park Full Name Topshell Agri-Park GRA 30,683 m 2 Market Value per Land ZAR ,650 Net Annual Rental ZAR 1,334,416 Estimated Market Value ZAR 27,339,704 (land and buildings) Position in Tadvest Group 100% held by Tadvest Industrial This 116,391 m 2 park is earmarked for office and industrial development. Development due to commence in the first quarter of The aim will be to develop a mix used development that will cater for Offices and Industrial Facilities. The Feasibility for this Project is still to be finalised Residential Property Assets From a residential property perspective, Tadvest works closely with Sable Homes to seek out and develop contemporary living units. Current developments include cluster homes, serviced land, apartments, building packages, retirement estates and golf estates. Sable Homes has a reputation for innovation, superior quality and reliability - important attributes in the property development market. Established in 1993, Sable Homes is today one of South Africa's leading residential property developers. The company's focus is always on quality. It has gained the trust and respect of thousands of homebuyers and investors through the constant application of the highest standards to its development and property management activities, and has an unsurpassed reputation for reliability in a highly competitive market Heron Banks Heron Banks Golf and River Estate is situated on the Free State bank of the Vaal River. The development includes an 18-hole Danie Obermeyer-designed golf course, boating centre, walking trails, stands and sectional title units. This development is marketed and managed by Sable Homes. Tadvest s investment is expected to be realized through the sale of stands and sectional title units over the next 3-5years. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 53 of 115

54 2.8. Listed Equity Portfolio OVERVIEW Tadvest is a significant investor in The Pivotal Fund Limited and will retain this Investment for future strategic expansion. The current holding in Pivotal is about 2.5 %, with the view to increase this to 5%. The medium to long term plan will be to expand the listed equity portfolio of Tadvest to offshore listed funds and companies. For a full list of the company s directors and the latest annual results one can refer to the company s website FINANCIAL HIGHLIGHTS Net asset value per share increased by 25.3% to R18.40 Listed on the main board of the JSE on 8 December 14 Transactions to the value of R6.4 billion concluded Portfolio increased to 40 properties valued at R9.3 billion Strategic development pipeline of m² Developments measuring m² completed Reduced weighted average cost of debt from 10.2% to 9.4% Source: CURRENT BOARD OF DIRECTORS (EXECUTIVE DIRECTORS) Jackie van Niekerk (Jacqueline Rouxanne van Niekerk) Qualification: BCom Accounting Position Chief: Executive Officer Experience: Jackie studied BCom Accounting at the University of Pretoria. She has ten years of property experience in all property industries and disciplines. She joined Pivotal in 2009 as asset manager, where she gained experience in property management, investment and development in all property sectors. Jackie was elected to the Board and appointed as Chief Executive Officer in June Aaron Suckerman Qualification: Bcom (Acc), ACCA UK Position: Financial director Experience: Aaron has held various senior finance positions in the United Kingdom before returning to South Africa. He has experience in corporate, property management and finance as financial manager at Redefine Properties Limited. Aaron has also held the position of financial director at Fountainhead Property Trust. Dave Savage refer to brief CV under Annexure 1 For a list of the Non-Executive Directors please refer to the Company s website TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 54 of 115

55 3. POTENTIAL ACQUISITION AFTER NSX LISTING 3.1. Centurion Junction (Sentinel) Pivotal B Preference Shares Full Name Centurion Junction GRA 43,340 m² Average Net Rental ZAR /m² Capitalisation Rate 8% - 9% Position in Tadvest Group 12.5% held through B-Preference shares held by Tadvest Commercial *Development in planning phase, dates may change OVERVIEW Centurion Junction is located on the corner of Gerrad & Von Willich directly opposite the Centurion Gautrain Station and in close proximity of Centurion CBD and Centurion mall. The Sentinel Office Park will comprise of approximately 43,340 m² of rentable office space when completed. The Gautrain has increased the accessibility & visibility of Centurion Junction. Centurion Junction will form part of the greater West End Node. The sentinel land has been sold to the Pivotal Fund Limited and funded through the issue of B-preference shares. Centurion Junction will form part of the greater West-end node and for this reason the Sentinel land was also sold to Pivotal. The expected conversion will be determined by the net asset value of Centurion Junction when the 60% LTC is reached and the market value of the Pivotal shares (30 day VWAP) at that point in time. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 55 of 115

56 Annexure 3 COMPANY STRUCTURE- PRE LISTING AND POST LISTING Company structure pre-listing: TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 56 of 115

57 Company structure post-listing: NOTE: the shareholding percentages of Semmatrix, Matrix NSX and CRH displayed in the diagram above are estimates based on the exchange rate of 1 USD : ZAR, but the effective number of shares to be issued to these two structures, pursuant to the implementation of the Tadvest SA SPA, will vary based on the effective exchange rate the day before the NSX listing. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 57 of 115

58 Annexure 4 SHARE CAPITAL AND SHAREHOLDING 1. MAJOR AND CONTROLLING SHAREHOLDERS As at the date of the Listing Particulars, AD Trust is the only ultimate shareholder of the company. No other person has 5% or more of the shares in issue. 2. SHARES ISSUED OTHERWISE THAN FOR CASH 19,883,530 shares have been issued otherwise than for cash by the company in exchange for initial assets transferred into the company on 05 December On 29 May ,940 additional shares were issued otherwise than for cash by the company in terms of a capitalisation of current account. 3. COMPANY S SHARE CAPITAL 3.1 The issued share capital of the company, immediately before the Mauritian listing and the SEM listing areas follows: Stated Capital USD Issued shares ordinary no par value shares Total The company does not hold any shares in treasury. 3.3 The shares of the company are under the control of the directors of the company. In terms of Clause 5.1 of the Constitution, the members in general meeting may authorise the board to issue shares and/or grant options at any time to any person. On 15 January 2016, the shareholder of the company passed a resolution authorising the board to issue up to 60,000,000 shares in terms of the Mauritian private placement, the Namibian private placement and/or various placings to be undertaken through the company s Mauritian and/or Namibian shares registers, subject to the Mauritian Companies Act, the Mauritian Securities Act 2005, the Listing Rules and the NSX Listings Requirements, and that such authority given to the directors shall be valid until the next Annual Meeting or for a period of twelve months from the date of the resolution, whichever comes first. 3.4 All the shares to be issued in terms of the Listing Particulars will be of the same class and will rank pari passu with all other issued shares of the company. 3.5 In terms of Mauritian law, the company does not have authorised share capital. 4. ALTERATIONS TO SHARE CAPITAL OF THE COMPANY 4.1 The company was incorporated on Friday, 05 November 2014 with a share capital of 1,000 shares issued at USD 1.00 per share. 4.2 On 05 December 2014, 19,883,530 shares have been issued at USD 1.00 per share and transferred by the company in exchange for initial assets. 4.3 On 29 May 2015, the company issued 102,901 additional shares at USD 1.00 per share in respect of the following: Capitalisation of current account of USD 58,940; and TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 58 of 115

59 Subscription amount of 43,961 issued shares, paid fully in cash 4.4 On 30 September 2015 pursuant to the Share Buy-Back Agreement the company disposed of 2 assets, being the shares held in FNT Food and Pivotal, as consideration for a share buy-back of 4,791,401 Tadvest shares from Semmatrix, shares which as per section 68 of the Companies Act were automatically cancelled. 4.5 As at the last practicable date there have been no further alterations to the company s share capital. Accordingly: there have been no other issues or offers of securities of the company since incorporation; there have been no consolidation or subdivision of shares in the company since incorporation; no offer for shares in the company was made to the public since incorporation; no other share repurchases were undertaken by the company since incorporation; and there has been no amount payable by way of premium on any share issued by the company since incorporation. 5. FOUNDERS AND MANAGEMENT SHARES 5.1 There are no deferred shares. 5.2 Save for disclosure made in Annexure 1, chapter 5, of these Listing Particulars, there are no shares held as at the listing date by founders or the directors of the company. 6. OPTIONS AND PREFERENTIAL RIGHTS 6.1 There are no preferential conversion, redemption and/or exchange rights in respect of any of the shares or other securities. 6.2 There are no contracts, arrangements or proposed contracts or arrangements whereby any option or preferential right of any kind was or is proposed to be given to any person to subscribe for or acquire any shares in the company. 7. FRACTIONS 7.1 No fractions of shares have been issued. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 59 of 115

60 Annexure 5 EXTRACTS FROM THE CONSTITUTION OF THE COMPANY 5. CAPITAL 5.1 Subject to the provisions of Article 5.9 and Article 18 hereinafter, the Shareholders of the Company in general meeting may authorise the Board to issue Shares and/or grant options at any time to any person and in any number as it thinks fit pursuant to Section 52 of the Act. 5.2 No Shares or any interest or right to the Shares shall be issued or granted by the Company to bearer. 5.3 The Company may from time to time increase or reduce its capital and issue any Shares in the original or increased or reduced capital with such preferred or deferred, qualified or other special rights or restrictions whether in regard to voting, dividend, return of capital or otherwise as the Company may determine subject always to the Act. 5.4 Where the Company issues Shares which do not carry voting rights, the words non-voting shall appear in the designation of such Shares. 5.5 Where the Company issues Shares with different voting rights, the Company shall designate each class of Shares, other than those with the most favourable voting rights, by inserting the words restricted voting or limited voting. 5.6 The capital of the Company shall consist of ordinary no par value Shares and having attached to them the following rights: - (i) (ii) (iii) The right to one vote on a poll at a meeting of the Company on any resolution; The right to an equal share in dividends authorised by the Board; The right to an equal share in the distribution of the surplus assets of the Company. The Shares shall, unless otherwise stated, be fully paid up when issued and rank pari passu in all respects as amongst themselves including as to participation in the profits of the Company. 5.7 After the first allotment of Shares by the Board, and subject to Articles 5.9 and 5.10, the Board may not issue additional Shares unless such Shares have first been offered to existing Shareholders in proportion to their shareholding (on such terms and in accordance with such procedures as the Board may determine), unless the relevant issue of Shares - (i) is a capitalisation issue; or (ii) is for the acquisition of assets, is a vendor consideration placing related to an acquisition of assets, or is an issue for the purposes of an amalgamation or merger; or (iii) is an issue pursuant to options or conversion rights; or (iii) (iv) (v) (vi) is an issue in terms of an approved Share incentive scheme; or is an issue of Shares for cash, which has been approved by the Shareholders by Ordinary Resolution, either by way of a general authority (which may be either conditional or unconditional) to issue shares in its discretion or a specific authority in respect of any particular issue of Shares, provided that, if such approval is in the form of a general authority to the Directors, it shall be valid only until the next Annual Meeting of the Company or for a period of 12 months from the date of the passing of the Ordinary Resolution, whichever is earlier, and it may be varied or revoked by any general meeting of the Shareholders prior to such Annual Meeting; or otherwise falls within a category in respect of which it is not, in terms of the SEM Rules, a requirement for the relevant Shares to be so offered to existing Shareholders; or is otherwise undertaken in accordance with an authority approved by Shareholders in a general meeting of Shareholders, provided that if any entitlement to a fraction of a Share will arise pursuant to such an offer, that entitlement will be aggregated with other similar entitlements and the resulting Share/s may be sold for the benefit of the Shareholder/s in question in such manner as the Directors may determine. After the TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 60 of 115

61 expiration of the time within which an offer may be accepted, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the Shares offered, the Directors may, subject to the aforegoing provisions, issue such Shares in such manner as they consider most beneficial to the Company. 5.8 The Board may exclude any Shareholder or category of Shareholders from an offer contemplated in Article 5.7 if and to the extent that they consider it necessary or expedient to do so because of legal impediments or compliance with the laws or the requirements of any regulatory body of any territory, outside of Mauritius or Namibia that may be applicable to the offer. 5.9 The Board may, subject to Articles 5.1 and 5.7 and SEM Rules, issue Shares at any time, but only within the classes and to the extent that such issue is in compliance with the terms of this Constitution; and to the extent that the authority of the Board to deal with the maximum number of Shares to be issued for listing purposes has not been specifically limited by an Ordinary Resolution adopted by the Shareholders and/or limited by the SEM Except to the extent that any such right is specifically included as one of the rights, preferences or other terms upon which any class of Shares is issued or as may otherwise be provided in this Constitution (as is set out in Article 5.7), no Shareholder shall have any pre-emptive or other similar preferential right to be offered or to subscribe for any additional Shares issued by the Company The Company shall be entitled, pursuant to Section 92 of the Act, to keep one or more share registers at different places, provided that the principal share register be kept in Mauritius. [ ] 10. TRANSFER OF SHARES 10.1 Subject to the provisions of this Constitution, where Shares are listed on the SEM or on another securities exchange, the Shares of the Company shall be freely transferable and free from any lien. Each Shareholder may transfer, without payment of any fee or other charges, save for brokerage fees and any other applicable costs payable in relation to such transfer, all or any of his Shares which have been fully paid For so long as the company shall be admitted for listing on the SEM, a Shareholder wishing to transfer its Shares, shall, where physical share certificates have been issued to that Shareholder, cause its Shares to be dematerialized For so long as the Company shall be admitted for listing on the SEM, all Shares transferred must be in the dematerialized form and must be conducted through the Automatic Trading System in accordance with the Trading Procedures In respect of Shares held in certificated form and where such Shares have not been listed on the SEM, every instrument of transfer shall be executed by or on behalf of the transferor. Every instrument of transfer shall be left at the Registered Office of the Company (or such other place as the Board may from time to time determine) at which it is presented for registration accompanied by the certificate of the Shares so transferred, and/or such other evidence as the Company may require, to prove the title of the transferor of his rights to transfer the Shares. All authorities to sign instruments of transfer granted by Shareholders exhibited with or to the Company at its Registered Office (or such other place as the Board may from time to time determine) shall, as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation of the same shall have been given and lodged at the Company s Registered Office (or such other place as the Board may from time to time determine) at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notice, the Company shall be entitled to give effect to any instrument signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notices. The transferor shall be deems to remain the holder of such Share until the name of the transferee is entered in the Company s share register in respect of it. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 61 of 115

62 10.5 Transmission of Shares If title to a Share passes to a Transmittee, the Company may only recognise the Transmittee as having any title to that Share A Transmittee who produces such evidence of entitlement to Shares as the Directors may properly require may, subject to the provisions of this Constitution, choose either to become the holder of those Shares or to have them transferred to another person; and subject to the provisions of this Constitution, and pending any transfer of the Shares to another person, has the same rights as the holder had Transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of Shares to which they are entitled, by reason of the holder s death or bankruptcy or otherwise, unless they become the holders of those Shares The Company shall not be bound to register more than four persons as the joint holders of any Share or Shares and in the case of a Share held jointly by several persons. The Company shall not be bound to issue more than one certificate therefor (where applicable), and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all The Company shall not take any action to sell the Shares of a Shareholder who is untraceable unless:- (i) (ii) during a period of 12 years at least three dividends in respect of the Shares in question have become payable and no dividend during that period has been claimed; and on expiry of the 12 years, the Company gives notice of its intention to sell the Shares by way of an advertisement published in at least two widely circulated daily newspapers and notifies the SEM of such intention. [ ] 12. DIRECTORS 12.1 Number Subject to any subsequent amendment to change the number of Directors the number of the Directors shall not be less than three (3) and shall include at least two (2) Directors who are ordinarily resident in Mauritius. If the number falls below three, the remaining Directors shall as soon as possible and in any event not later than three months from the date the number of Directors falls below the minimum, fill the vacancy or call a general meeting to fill the vacancy. After the expiry of the three months period the remaining Directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of Shareholders Any Director appointed under Article shall hold office only until the next Annual Meeting and shall then retire, but shall be eligible for appointment at that meeting The quorum for all Board meetings shall be three, of which at least two must at all times be Mauritian resident Directors Qualification No Director shall be required to hold Shares in the Company to qualify him for an appointment Appointment The Directors of the Company shall be appointed by the Company in general meeting or by Ordinary Resolution. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 62 of 115

63 The Directors shall have power at any time to appoint any other person as a Director either to fill a casual vacancy or as additional Directors, and provided that every appointment made in terms of this Article shall be subject to the confirmation at the Annual Meeting succeeding such appointment Retirement of Directors Life directorships are not permissible At each Annual Meeting, all the Directors shall retire from office and may make themselves available for re-election The Company at the meeting at which a Director retires under any provision of this Constitution may by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director or some other person eligible for appointment. In default, the retiring Director shall be deemed to have been re-elected except in any of the following cases: where at such meeting it is expressly resolved not to fill such office or a resolution for the re-election of such Director is put to the meeting and lost; where such Director has given notice in writing to the Company that he is unwilling to be re-elected; where such Director has attained any retiring age applicable to him as Director The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected will continue in office without a break At least 7 days notice shall be given to the Company of any intention to propose a person for election as a Director at a meeting of the Shareholders and the consent of such person in relation thereto shall be communicated to the Company at least seven days before the date of the meeting Notwithstanding anything to the contrary contained herein and subject to as may otherwise be provided by law, any Director, managing director or other executive Director may, by Ordinary Resolution passed at a meeting of Shareholders called for purposes that include their removal or ceasing to hold office pursuant to Section 139 of the Act, be removed from office before the expiry of their period of office subject however, to the right of any such Director to claim damages under any contract Removal of Directors A Director shall vacate his office in any of the following events namely: if he resigns from his office by notice in writing signed by him and left at the Registered Office; if he becomes insolvent or makes any arrangements or composition with his creditors generally; if he is absent from three consecutive meetings of the Directors without leave expressed by a resolution of the Directors, and the Directors resolve that his office be vacated; by an Ordinary Resolution of the Company in a meeting of Shareholders; if he ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, an order made under the provisions of any law or enactment; if he is removed from office by a resolution adopted by a majority of the Directors, other than the Director being removed. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 63 of 115

64 Any Director who becomes disqualified by virtue of Section 133 of the Act shall immediately inform the Company, giving full details and particulars in writing of the nature of the offence, proceeding or any other relevant fact having resulted in the said disqualification Remuneration of Directors The remuneration of Directors shall be determined by the Corporate Governance Committee The Board may determine the terms of any service contract with a managing Director or other executive Director The Directors may be paid all travelling, hotel and other expenses properly incurred by them in attending any meetings of the Board or in connection with the business of the Company If by arrangement with the Board, any Director shall perform or render any special duties or serves outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether, by way of salary, commission, participation in profits or otherwise) as the Corporate Governance Committee may from time to time determine A Director shall not vote on any contract or arrangement or any other proposal in which he or his associates have a material interest nor shall he be counted in the quorum present at the meeting. Likewise, a Director shall not vote on any matter concerning his own remuneration Notwithstanding Article above, a Director shall be entitled to vote and be counted in the quorum at the meeting in respect of the following matters: the giving of any security or indemnity either: (a) to the Director in respect of money lent or obligations incurred or undertaken by him at the request of or for the benefit of the Company or any of its subsidiaries; or (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director has himself assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security; any proposal concerning an offer of Shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director is or is to be interested as a participant in the underwriting or sub-underwriting of the offer; any proposal concerning any other company in which the Director is interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director is beneficially interested in shares of that company, provided that he, together with any of his associates, is not beneficially interested in five percent or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights; any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including: (a) the adoption, modification or operation of any employees share scheme or any share incentive or share option scheme under which he may benefit; or (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors and employees of the Company or any of its subsidiaries and does not provide in respect of any Director as such any privilege or advantage not generally accorded to the class of person to which such scheme or fund relates; and TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 64 of 115

65 any contract or arrangement in which the Director is interested in the same manner as other holders of Shares or debentures or other securities of the Company by virtue only of his interest in Shares or debentures or other securities of the Company For the purposes of Article , associate shall have, in relation to any Director, the following meanings: his spouse and any child or stepchild under the age of 18 years of the Director ( the individual s family ) and; the trustees (acting as such) of any trust of which the individual or any of the individual s family is a beneficiary or discretionary object; and any company in the equity capital of which the individual and/or any member or members of the individual s family (taken together) are directly or indirectly interested so as to exercise or control the exercise of 20 percent or more of the voting power at meetings of Shareholders, or to control the appointment and/or removal of Directors holding a majority of voting rights at Board meetings on all or substantially all matters, and any other company which is its subsidiary For the purposes of Article , associate shall have, in relation to a Director, the following meaning: - (i) (ii) (iii) (iv) (v) (vi) (vii) a spouse, a Director living en concubinage under the common law, any child or stepchild or any relative residing under the same roof as that Director; a succession in which the Director has an interest; a partner of that Director; any company in which the Director owns securities assuring him of more than 10 percent of a class of Shares to which are attached voting rights or an unlimited right to participate in earning and in the assets upon winding up; any controller of that Director; any trust in which the Director has a substantial ownership interest or in which he fulfils the functions of a trustee or similar function; any company which is a related company Proceedings of Directors Chairperson The Directors may elect one of their number as chairperson of the Board and determine the period for which he is to hold office Where no chairperson is elected, or where at a meeting of the Board the chairperson is not present within 15 minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number to be chairperson of the meeting Notice of Meeting A Director or, if requested by a Director to do so, an employee of the Company, may convene a meeting of the Board by giving notice in accordance with this Article A notice of a meeting of the Board shall be sent to every Director and the notice shall include the date, time, and place of the meeting and the matters to be discussed. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 65 of 115

66 Any meeting at which the business of the meeting is to appoint a Director whether as an additional Director or to fill a casual vacancy shall be called by at least 30 business days notice. Any person appointed by the Directors to fill a casual vacancy on or as an addition to the Board shall hold office only until the following Annual Meeting, and shall then be eligible for re-election An irregularity in the notice of a meeting is waived where all Directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all Directors entitled to receive notice of the meeting agree to the waiver Methods of holding meetings The Board may meet at such times and in such manner and places within Mauritius, or abroad, as the Board may from time to time determine to be necessary or desirable, provided that the Board is chaired from Mauritius Any committee of the Board may meet at such times and in such manner and places within Mauritius, or abroad, as the Board may from time to time determine to be necessary or desirable A Director shall be deemed to be present at a meeting of the Board if he participates by telephone or other electronic means and all Directors participating in the meeting are able to hear and communicate with one another Alternate Directors Voting Minutes A Director may by a written instrument appoint an alternate who need not be Director and an alternate is entitled to attend meetings in the absence of the Director who appointed him and to vote or consent in the place of the Director Every Director has one vote The chairperson shall not have a casting vote A resolution of the Board is passed if it is agreed to by all Directors present without dissent or if a majority of the votes cast on it are in favour of it A Director present at a meeting of the Board is presumed to have voted in favour of, a resolution of the Board unless he expressly dissents from or votes against the resolution at the meeting. The Board shall ensure that minutes are kept of all proceedings at meetings of the Board Resolution in writing A resolution in writing, signed or assented to by all Directors then entitled to receive notice of a Board meeting, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form each signed or assented to by one or more Directors A copy of any such resolution must be entered in the minute book of Board proceedings. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 66 of 115

67 Directors may delegate Subject to this Constitution and to Section 131 of the Act, the Directors may delegate powers which are conferred on them: to such person or committee; by such means (including by power of attorney); to such an extent; in relation to such matters or territories; and on such terms and conditions as they think fit If the Directors so specify, any such delegation may authorize further delegation of the Directors powers by any person to whom they are delegated The Directors may revoke any delegation in whole or part, or alter its terms and conditions Committees Committees to which the Directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Constitution which govern the taking of decisions by Directors The Directors may not make rules including rules of procedure for all or any committees, which are inconsistent with this Constitution and the Act. 13. POWERS AND DUTIES OF DIRECTORS 13.1 Borrowing Powers The Directors may exercise all powers of the Company to borrow or raise or secure the payment of money or the performances or satisfaction by the Company of any obligation or liability and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue mortgages, charges, bonds, notes and other securities and other instrument whether outright or as security, for any debt liability or obligation of the Company or of any third party. In addition, such power shall be exercised in compliance with Section 143 of the Act Overseas Seal and Branch Registers The Company may exercise the powers conferred by the Act with regard to having an official seal for use abroad, and those powers shall be vested in the Directors The Company may exercise the powers conferred by the Act relating to the keeping of branch register and the Directors may (subject to the provision of that Section) make and vary such regulations as they think fit regarding the keeping of any such branch register Indemnity Subject to the provisions of the Act, and any other statute for the time being in force, every Director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to, or be incurred by the Company in the execution of his office, or in relation thereto Directors expenses TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 67 of 115

68 The Company may pay any reasonable expenses which the Directors properly incur in connection with their attendance at: meetings of Directors or committees of Directors; general meetings of Shareholders, or separate meetings of the holders of any class of Share or of debentures of the Company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company Consent for acts, deeds, documents and agreements [ ] Unless otherwise consented to in writing by the Board, all acts, deeds, documents and agreement which may trigger or give rise to the liability of the Company shall be signed by all Directors Failure to act in accordance with the foregoing Article shall entitle the Company, Shareholders and/or any Director or officers of the Company to take such actions and measures against the defaulting Directors as may be applicable under the laws of Mauritius, including but not limited to wilful default and/or negligence and/or fraud 16 DIVIDENDS AND RESERVES 16.1 Declaration of Dividends The Company in general meeting may declare dividends but may not declare a larger dividend than that declared by the Directors and no dividend shall be declared and paid except out of profits and unless the Directors determine that immediately after the payment of the dividend: the Company shall be able to satisfy the solvency test in accordance with Section 6 of the Act; and the realisable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its capital Without detracting from the ability of the Company to issue capitalisation Shares but subject to the requirements of the Act, any dividend may be paid wholly or in part (i) by the distribution of specific assets; (ii) by the issue of Shares, debentures or securities of the Company or of any other (i) company; (iii) in cash; or (iv) in any other way which the Directors may at the time of declaring the distribution Where any difficulty arises in regard to such dividend, the Directors may settle that difficulty as they think expedient, and in particular may fix the value which shall be placed on such specific assets on distribution The Directors may (ii) determine that cash payments shall be made to any Shareholder on the basis of the value so fixed in order to secure equality of dividends; and (iii) vest any such assets in trustees upon such trusts for the benefit of the persons entitled to the dividends as the Directors deem expedient Any amount paid up in advance of calls on any Share may carry interest but shall not entitle the holder of the Share to participate in respect thereof in a dividend subsequently declared. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 68 of 115

69 Should the Directors determine that any payments to Shareholders, either all or any of them, is to be made by cheque or warrant, then the Directors shall be entitled to suppress the issue of cheques or warrants with a value lower than MUR to any one Shareholder. The unpaid dividend will be retained in the Company s unclaimed dividend account and once the accumulated amount exceeds MUR300.00, such payment may be claimed by the Shareholder by submitting a written claim A dividend may also be paid in any other way determined by the Directors, including without limitation by means of electronic funds transfer, and if the directives of the Directors in that regard are complied with, the Company shall not be liable for any loss or damage which a Shareholder may suffer as a result thereof The Company may cease sending dividend warrants by post if such warrants have been left uncashed on two successive occasions Notwithstanding Article above, the Company may cease sending dividend warrants after the first occasion on which such warrant is returned undelivered where after reasonable enquiries, the Company has failed to establish any new address of the registered holder Computation of Profit In computing the profits for the purpose of resolving to declare and pay a dividend, the Directors may include in their computation the net unrealised appreciation of the assets of the Company Interim Dividends The Directors may from time to time pay to the Shareholders such interim dividends as appear to the Directors to be justified by the surplus of the Company Entitlement to dividends Subject to the rights of holders of Shares entitled to special rights as to dividends, all dividends shall be declared and paid equally on all Shares in issue at the date of declaration of the dividend If several persons are registered as joint holders of any Share, any of them may give effectual receipt for any dividend or other monies payable on or in respect of the Share Where the Stated Capital of the Company consists of more than one class of Share, the Board shall determine the order in which the various classes shall rank for any distribution by way of dividend and on a return of capital Reserves The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit Notice Notice of any dividend that may have been declared shall be given to each Shareholder in the manner hereinafter mentioned. All dividends unclaimed for five years after having been declared may be forfeited by resolution of the Directors for the benefit of the Company. The Company shall hold monies other than dividends due to Shareholders in trust indefinitely until lawfully claimed by such Shareholder Interest No dividend shall bear interest against the Company. TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 69 of 115

70 Annexure 6 HISTORICAL FINANCIAL INFORMATION OF TADVEST The extracts from the financial statements of Tadvest at 30 September 2015 as set out below are the responsibility of the board of Tadvest. Note: as at 30 September 2015 USD: ZAR conversion rate used in the financial statements is USD 1.00 : ZAR TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 70 of 115

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86 Note: Old Abland has changed name to Tadvest Industrial TADVEST LISTING PARTICULARS LEC/P/01/ /01/2016 Page 86 of 115