LISTING. PARTICULARS CIEL Limited A PRIVATE PLACEMENT OF UP TO A MAXIMUM

Transcription

1 LISTING PARTICULARS CIEL Limited IN RESPECT OF A PRIVATE PLACEMENT OF UP TO A MAXIMUM OF 344,827,586 NEW ORDINARY SHARES OF NO PAR VALUE AT AN ISSUE PRICE OF MUR 5.80 PER SHARE REPRESENTING UP TO 22.67% OF THE CAPITAL OF CIEL LIMITED ( CIEL ) LEC/P/02/2014

2 IF YOU ARE A SHAREHOLDER OF CIEL LIMITED, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. For a full appreciation of these Listing Particulars, this document should be read in its entirety. If you are in doubt about the action you should take, you should consult your investment dealer, legal adviser or other professional adviser immediately. This document is neither an invitation nor a prospectus nor a statement in lieu of a prospectus for the public in Mauritius or elsewhere to subscribe for shares in CIEL Limited. This document is intended only for the use of the person to whom it is addressed and is not to be redistributed, reproduced or used, in whole or in part, for any other purpose. DISCLAIMER OF THE LISTING EXECUTIVE COMMITTEE OF THE STOCK EXCHANGE OF MAURITIUS LTD AND THE FINANCIAL SERVICES COMMISSION. Neither the Listing Executive Committee ( LEC ) of the Stock Exchange of Mauritius Ltd ( SEM ), nor the Financial Services Commission ( FSC ) assumes any responsibility for the contents of this document. The LEC and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part of this document. A copy of these Listing Particulars has been filed with the FSC in respect of the Private Placement of CIEL Limited. 1

3 1 DECLARATION 2 DEFINITONS 3 COMPANY 4 PARTICULARS BY DIRECTORS P.4 P.7 BACKGROUND AND PRINCIPAL ACTIVITIES P Company Background P Group Structure P.9 OF THE PRIVATE PLACEMENT P Background to and Purpose of the Private Placement P Estimated Net Proceeds P Terms of the Private Placement P.12 5 SHAREHOLDING 6 DIRECTORS 7 CORPORATE STRUCTURE P.13 P Directors Details P Directors Profiles P Directors Service Contracts P Interests of Directors P Remuneration and Benefits in Kind to Directors P.16 INFORMATION P Company Information P Advisers P.17 8 FINANCIAL 9 RISK INFORMATION P CIEL Statement of Financial Position P Financial and Trading Prospects P.19 FACTORS P Business Risks P Market Risk P Credit Risk P Liquidity Risk P Operational Risks P Regulatory Risks P ADDITIONAL DISCLOSURES P Executive Share Sheme P Material Contracts P Legal Proceedings, Contingencies and Guarantee P Trademarks P Others P.21 STATEMENT OF DIRECTORS RESPONSIBILITIES P.22 DOCUMENTS AVAILABLE FOR INSPECTION P.22 APPENDIX I - KEY PROVISIONS OF THE CONSTITUTION OF CIEL LIMITED P.24 TABLE OF CONTENTS 2 3

4 These Listing Particulars include particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules (the Listing Rules ) governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The Directors of CIEL Limited, whose names appear in section 6, collectively and individually accept full responsibility for the accuracy or completeness of the information contained in these Listing Particulars and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading. The Directors of CIEL Limited hereby state that: 1. DECLARATION BY DIRECTORS the working capital available to CIEL Limited and its subsidiaries ( CIEL ) is sufficient to meet their day to day operations for a period of twelve (12) months from the date of this document; there has been no material adverse change in the financial or trading position of CIEL since the latest published financial statements ended 31 December 2013; and (iii) at 14 February 2014: CIEL did not have any debt securities; the total borrowings of CIEL amounted to MUR 000 1,962,497, all secured; the total contingencies and/or guarantees of CIEL are MUR ,965; and the total mortgages and charges of CIEL amounted to MUR 000 7,064,576. On 13 March 2014, the Board of Directors approved a private placement of up to a maximum of 344,827,586 New Ordinary Shares of no par value at an issue price of MUR 5.80 per share, representing up to 22.67% of the capital of CIEL Limited subject to approval of shareholders at meetings to be held on 25 April The issue price of MUR 5.80 represents a 10.2% discount on the proforma Net Assets Value per share of the company as at 31 December Such discount has been applied on the issue price taking into consideration that the private investors will be locked in for a period of 2 years from the date of investment. For and on behalf of the Board of Directors of CIEL Limited P. Arnaud Dalais CHAIRMAN 4 April 2014 Jérôme De Chasteauneuf DIRECTOR 4 5

5 SALIENT FEATURES OF PRIVATE PLACEMENT 2. DEFINITIONS In this document, where the context permits, the abbreviations set out below bear the following meanings: Act The Companies Act 2001, as may be amended from time to time Board The board of directors of CIEL Limited New Ordinary Shares Purpose of the issue New ordinary shares of no par value of CIEL Limited ranking pari passu with the existing ordinary shares To finance the expansion and/or consolidate the presence of CIEL in the hospitality, financial services and healthcare sectors CIEL DEM CIEL Limited formerly known as Deep River Investment Limited ( DRI ) with and into which CIEL Investment Limited has amalgamated, including its subsidiaries The Development & Enterprise Market of the SEM Terms of the private placement Amount to be raised under the private placement Up to a maximum of 344,827,586 New Ordinary Shares will be issued to private investors at an issue price of MUR 5.80 each Up to a maximum of MUR 2,000M EPS Issuer Listing Particulars Earnings per share CIEL Limited This document prepared for the purpose of the private placement pursuant to the Listing Rules issued by SEM Listing of the New Ordinary Shares Issue date Payment terms Fully paid New Ordinary Shares will be listed and traded on the Official List of the SEM as from 29 April 2014 As from 29 April 2014 Payable as from 29 April 2014 at latest Listing Rules MUR NAV Ordinary Shares The rules governing securities listed on the Official Market Mauritian Rupee Net Assets Value Ordinary shares in the capital of CIEL Limited Redeemable Restricted A Shares Redeemable restricted A shares in the capital of CIEL Limited SEM The Stock Exchange of Mauritius Ltd, established under the repealed Stock Exchange Act 1988 and governed by the Securities Act 2005 as amended Transaction Adviser BDO & Co 6 7

6 3. COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES 3.1 Company Background CIEL, one of the leading local industrial and investment groups in Mauritius which has operations in numerous African and Asian countries, has been rebranded CIEL, following the amalgamation of one of its clusters CIEL Investment Limited ( CIL ) with and into Deep River Investment Limited ( DRI ). The Amalgamation became effective on 24 January 2014 and DRI, as surviving company, has been renamed CIEL Limited. CIEL Limited is a public company incorporated and domiciled in Mauritius on August 31, It bears registration number C , and its registered office is situated at 5 th Floor, Ebène Skies, rue de l Institut, Ebène, Mauritius. On 3 February 2014, CIEL Limited migrated from the DEM to the Official Market of the SEM. It is registered as a reporting issuer with the FSC. CIEL has been restructured into five business segments: Agro & Property; Textile; Hotels & Resorts; Financial Services; and Healthcare. As at 31 January 2014, the stated capital of CIEL Limited was made up of the following: 1,231,348,180 Ordinary Shares including 55,102,040 treasury shares worth MUR 2,246,422,983; and 3,008,886,600 Redeemable Restricted A Shares worth MUR 39,232,935. On 4 February 2014, 10,000 Ordinary Shares have been offered for sale out of the treasury shares on the first day of trading on the Official Market of the SEM. Particulars of Alterations in the Capital As at 30 June 2013, the stated capital of DRI was MUR 822,665,000, made up of 82,266,500 ordinary shares of no par value. At a Special Meeting of the shareholders of DRI held on 8 August 2013, the shareholders approved the targeted share buyback of up to 5,510,204 no par value ordinary shares held by Firefox Ltd in DRI. The 5,510,204 shares bought back represented 6.70% of DRI s stated capital and the shareholders further resolved at that meeting that the company would hold the said shares as treasury shares. The share buyback was processed on the Crossing Board of the SEM on 15 August The stated capital of DRI post the share buyback effected on 8 August 2013, was therefore composed of 82,266,500 ordinary shares of which 5,510,204 shares were held as treasury shares. On 30 October 2013, the shareholders of DRI have approved a share split where each ordinary share of DRI was divided into 10 ordinary shares as at the last cum date of 14 November 2013, at close of trading. The stated capital of DRI post share split, was therefore 822,665,000 ordinary shares of which 55,102,040 shares were held as treasury shares. At 30 December 2013, the shareholders of DRI and the shareholders of CIL approved the amalgamation of CIL with and into DRI. The amalgamation became effective on 24 January Futher to the amalgamation, CIEL Limited issued 408,683,180 Ordinary Shares to the shareholders of CIL. The new share capital of CIEL Limited post amalgamation consists of 1,231,348,180 Ordinary Shares (including the existing treasury shares) and 3,008,886,600 Redeemable Restricted A Shares. AGRO & PROPERTY Alteo Limited Ferney Limited Ebène Skies Limited TEXTILE CIEL Textile Limited 3.2 Group Structure CIEL LIMITED HOTELS & RESORTS Sun Resorts Limited Anahita Residences & Villas Limited Constance Hotels Services Limited FINANCIAL SERVICES Bank One Limited Investment Professionals Limited MITCO Group Kibo Capital Partners Limited Procontact Limited HEALTHCARE The Medical & Surgical Centre Limited Laboratoire International de Bio Analyse Limitée CIEL East Africa Healthcare Limited As at 15 February 2014, the number of persons employed by the subsidiaries of CIEL Limited stood at 17,

7 4. PARTICULARS OF THE PRIVATE PLACEMENT 4. PARTICULARS OF THE PRIVATE PLACEMENT (Cont d) 4.1 Background to and Purpose of the Private Placement CIEL has gone through an important reorganisation process since July 2013 with: 1) A targeted share buyback for the equivalent of MUR 270M, at the level of DRI; 2) The acquisition of additional shares of CIEL Textile Limited by DRI and the ensuing takeover as per the takeover rules for a total amount of MUR 374M; 3) The merger of CIL with and into DRI which has been renamed CIEL Limited, and though CIL had a very low gearing with only MUR 408M of debt, this amount had to be added to the total CIEL indebtedness. The Directors of CIEL Limited are of the opinion that despite a very reasonable gearing, it is not in the best interest of an investment company to take additional loans to finance new developments in the various clusters of the newly formed CIEL. It is therefore proposed to raise additional equity to finance our future developments mainly in CIEL Hotel & Resorts, CIEL Finance and CIEL Healthcare. CIEL Limited is therefore looking for MUR 2,000M in order to finance the expansion and consolidate the presence of CIEL in the hospitality, financial services and healthcare sectors. The fund raising exercise will give CIEL additional firepower to have a rapid and strong expansion in these sectors, notably in Africa, where according to IMF forecasts, the region will be one of the world s fastest growing regions over the next 10 years. The CIEL activities in the above sectors have developed business models relying on the regional and African economic expansion and specific know-how in their respective fields. CIEL Limited is thus offering strategic investors an opportunity to participate in the local and regional expansion of the Group. Such strategic investors will be a mix of multi sector European conglomerates with strong interest for our region and Development Financial Institutions whose high expertise and experience in the region will greatly benefit the company. We believe that additional impetus will be given to the company through the strengthening of its capital base and expansion of its international network. Hospitality CIEL is well positioned in the hospitality sector with its investments in Sun Resorts Limited ( SRL ), Constance Hotel Services Limited ( CHSL ) and Anahita The Resort. SRL operates in the 4-5 stars and luxury segments whilst CHSL operates exclusively in the luxury segment. Together, these two groups manage a pool of 2,270 keys in Mauritius, Maldives, Seychelles and Madagascar. SRL is the second largest hotel operator in Mauritius and has played an important role in the development and emergence of the tourism industry in Mauritius. Both SRL and CHSL benefit from excellent operating assets and prime locations on the island. On 26 March 2014, CIEL has consolidated its investment in SRL through the acquisition of the 10% stake of GML Investissement Limitée. This transaction has triggered the Rule 33 (1) of the Securities (Takeover) Rules 2010 whereby CIEL will have to make an offer to the shareholders of SRL to acquire all the shares which are not subject to the above mentioned transaction and which are not already held by CIEL. SRL is repositioning itself in the tourism industry. Subject to any governmental and regulatory approvals that may be required, SRL has signed a non-binding term sheet with Shangri-La Asia Limited, a five-star luxury hotel group located in the premier city addresses across Asia Pacific, North America, the Middle East and Europe for a long-term management agreement and a minority participation of 26% stake in a new company which will hold the assets of Le Touessrok Hotel. The hotel will be rebranded and operated under the management of Shangri La following a refurbishment. Part of its strategy also includes the potential acquisition of 50% stake in Anahita Hotel Limited, which owns the Four Seasons Mauritius at Anahita. The hotel is operated under the management of Four Seasons. The above two moves, if and when completed, will increase the market share of SRL group in the hotel industry and enable the company to benefit from cross fertilisation with international operators of excellent standard. SRL intends to undertake a Rights Issue of MUR 1.2 billion in line with its strategy to reinforce its position in the hotel industry and restructure its debt with a view to improve its gearing. CIEL will contribute a minimum amount of MUR 471.8M. Set amongst 213 hectares of tropical gardens and surrounded by an Ernie Els designed 18-hole golf course, Anahita The Resort is nestled on the east coast of Mauritius. It has successfully established itself as a privileged resort offering a subtle blend of elegance living and recreation, the essence of a refined and refreshing Mauritian lifestyle. Anticipating on the eventual recovery of the industry in the region, both SRL and CHSL are planning a financial restructuring so as to strengthen their financial position and be well prepared to benefit from the recovery. CHSL is working on a plan to strengthen its financial structure in the face of the industry s persistent underlying weakness and through its 20% shareholding in the company, CIEL Limited will be called to participate in this restructuring. Well-known international hotel operators are also showing a keen interest for Mauritius and CIEL is planning to attract and partner with them by leveraging on its existing assets, the reputation of these well-known hotel brands, their existing network and marketing force. Financial Services CIEL is also planning to pursue its expansion in the financial services sector and, more specifically, the banking sector and the private equity sector. CIEL Finance Limited has a 50% stake in Bank One Limited ( Bank One ), which was acquired in 2008, in partnership with the Kenyan banking institution, I&M Bank. With its 16 branches scattered over the island, Bank One is gearing up to be an important player in the banking sector in Mauritius and regionally. The partnership with I&M Bank, who is a key regional player in commercial banking with a presence in Kenya, Tanzania and Rwanda, has been most beneficial to Bank One. The latter has leveraged on I&M Bank s network and privileged access to the African market to develop its international banking activity. Going forward, Bank One will need more capital to capture business opportunities both local and at the international level. CIEL, through its 60% subsidiary Indian Ocean Financial Holdings Limited is also currently in the process of acquiring a 51% controlling stake in the second largest retail bank in Madagascar, BNI Madagascar ( BNI ). With an estimated market share of 24%, BNI benefits from a strong brand image due to its long presence in the country and strong and deep understanding of the Madagascar economy. BNI has an extensive and modern network of 31 branches in Madagascar and a significant ATM network all over the island. BNI s activity has proved to be highly resilient given the current difficult market and political environment in Madagascar. Approval for this acquisition has been obtained from the Commission de Supervision Bancaire et Financière (CSBF) of Madagascar. This transaction is expected to occur by the end of April The penetration rate of banking products and services is very low in Madagascar, even by African standards. The progressive emergence of the Madagascar economy can only be beneficial to the further expansion of BNI. CIEL, by being forward looking and in line with its development strategy, is thus positioning itself to take advantage of this opportunity

8 4. PARTICULARS OF THE PRIVATE PLACEMENT (Cont d) Kibo Capital Partners ( KCP ) is launching its second private equity fund, The Kibo Fund II LLC ( TKF II ), which will be a 10 year closed-end private equity fund investing primarily in Eastern Africa, Southern Africa (excluding South Africa) and the islands of the Indian Ocean. The region is experiencing sustained economic growth pushing back poverty and enabling the emergence of an African middle class with increased purchasing power. This is leading to a vast number of business opportunities for African SMEs and mid-market companies. TKF II is a successor fund to The Kibo Fund LLC ( Kibo I ), a 2008 vintage fund of 29M (US$ 40M) which has, to date, made 6 investments and exited one. It is to be noted that CIEL, through CIEL Investment Limited, had sponsored the establishment of Kibo I with a commitment of 11.5M out of a total fund size of 28.99M (39.7%). For TKF II, CIEL Limited shall be the lead Mauritian investor with a First Close commitment of US$ 5M. Through its investment in Kibo, CIEL Limited will take advantage of the development potential of Africa. Healthcare Since 2009, CIEL has built up its know-how and experience through its partnership with Fortis in the management of Fortis Clinique Darné in Mauritius. Leveraging on this know-how and expertise, CIEL wants to expand its interests in the healthcare sector in Mauritius and in East Africa and is looking at new opportunities in the Indian Ocean and the African continent. CIEL has created CIEL East Africa Healthcare Limited, a management and investment company, whose objective will be to obtain management contracts of clinics in East Africa and in the Indian Ocean. Fortis will strategically accompany CIEL East Africa Healthcare Limited in its African development. 4.2 Estimated Net Proceeds Details MUR 000 Proceeds from Private Placement 2,000,000 Estimated expenses (see below) 40,880 Estimated net proceeds 1,959,120 The estimated amount of expenses associated with the private placement is MUR ,880. The details of the estimated costs are as follows: Details MUR 000 Placement fees 39,345 Consultancy fees 1,010 Postage and printing fees 430 Fees for listing 95 Total estimated costs 40, Terms of the Private Placement CIEL Limited will offer up to a maximum of 344,827,586 New Ordinary Shares at an issue price of MUR 5.80 per share, representing up to 22.67% of its capital under a private placement to private investors. The offer will remain open until 30 June The issue price of MUR 5.80 per share represents a 10.2% discount on the proforma NAV per share of the company as at 31 December The New Ordinary Shares issued to the private investors will rank in all respect pari passu with the Ordinary Shares of CIEL Limited presently in issue. Those rights, privileges and conditions are set out in the constitution of CIEL Limited, as set out in Appendix I. Fully paid New Ordinary Shares will be listed on the Official List of the SEM as from 29 April The private investors will be locked in for a period of 2 years from the date of investment. All of the Ordinary Shares are in registered form. CALENDAR of Events Special meeting of the shareholders 25 April 2014 Opening of offer to strategic investors 28 April 2014 Closing of offer 30 June SHAREHOLDING STRUCTURE Shareholding of CIEL Limited Shareholders holding more than 5% of the Ordinary Shares of CIEL Limited as at 31 January 2014, were as follows: Shareholders Percentage Held Synora Investment Ltd 9.27% Les Ternans Ltd 8.92% Blakeney Funds 8.54% Hugnin Frères Ltd 8.04% Societe de Mercoeur 6.48% Dilution Impact The existing shareholders of CIEL Limited will be diluted by 22.67% upon the completion of the private placement

9 6. DIRECTORS 6.1 Directors Details 6.2 Directors Profiles Pierre DANON M. A. Louis GUIMBEAU CHAIRMAN Mr. DALAIS, P. Arnaud Chemin Campement, Floreal, Mauritius DIRECTORS Mr. DALAIS, G. Christian 38, Shah Avenue, Floreal, Mauritius Mr. DALAIS, J. Jean-Pierre King George VI Avenue, Floreal, Mauritius Mr. DALAIS R. Thierry Plantation Marguery, Black River, Mauritius Mr. DANON, Pierre 30 Boulevard Victor Hugo, Neuilly Sur Seine, Paris, France Mr. DE CHASTEAUNEUF, L. J. Jérôme 62, Domaine de Bon Espoir, Piton, Mauritius Mr. DELAPORTE, M. F. Antoine Royal Road, Grand Bay, Mauritius Mr. ESPITALIER NOEL, M. P. Roger 28, Angus Road, Vacoas, Mauritius Mr. GUIMBEAU, M. A. Louis Chants d Oiseau, La Preneuse Coastal Road, Black River, Mauritius Mr. MAYER, J. Harold 56, Plantation Marguery, Black River, Mauritius Mr. RAJAHBALEE, M. Iqbal, SC 26, Shand Street, Beau Bassin, Mauritius Mr. THIEBLIN, Xavier Moka 97438, Rivière des Pluies, Ste Marie, Reunion Island P. Arnaud DALAIS Mr. P. Arnaud Dalais joined CIEL in August Under his leadership, CIEL has gone through an important growth both locally and internationally. He has played and continues to play an active role at the level of the Mauritian private sector and has assumed the Chairmanship of a number of organisations including the Joint Economic Council from 2000 to He has in 2010 been appointed Group Chairman of CIEL and as such, acts as Chairman of CIEL Textile Limited, Sun Resorts Limited and Group Chief Executive of Alteo Limited (Ex Deep River-Beau Champ Limited). He is the Chairman of CIEL Limited. G. Christian DALAIS Mr. G. Christian Dalais has been the Chief Executive Officer of Ireland Blyth Limited ( IBL ) for several years and resigned as Director of IBL in December He has also been the Chairman of Sun Resorts Limited for more than 20 years until February 2011, when he resigned. He continues to sit on the Board of Sun Resorts Limited as Director. He is also a Director of Alteo Limited. J. Jean-Pierre DALAIS Mr. Jean-Pierre Dalais is an Executive Director of CIEL Limited. After graduating from the International University of America with an MBA, he was employed by Arthur Andersen in Mauritius and France. He later joined CIEL and played an active role in the development of the Group s operations both in Mauritius and internationally. R. Thierry DALAIS Mr. R. Thierry Dalais completed degrees in accounting and commerce at the University of the Witwatersrand, Johannesburg and served articles at Deloitte where he qualified as a chartered accountant in South Africa He was then employed at Merhold, initially in its trade financing division, and later in the investment and corporate advisory services arm where he was responsible for establishing and managing a successful principal investment portfolio. In 1991, he co-founded Capital Partners, a private equity investment management firm which in 1998 merged with the investment banking interests of Capital Alliance to form Brait SE, a listed company. He was appointed Brait s executive deputy chairman and acted as a key man in the group s private equity funds until June He has had extensive experience in the formulation of private equity investment policy, transaction structuring, deal making, and business development continuing a private equity investment career in Metier an unlisted private equity investment manager which he co-founded in Mr. Dalais has acted as director and trustee on numerous boards and trusts in both private and public sectors in Mauritius and abroad. Mr. Pierre Danon is Chaiman of Voila in Kiev, the Ukrainian leading and broadband company and Vice-Chairperson of TDC in Copenhagen. He is also a non-executive Director of Standard Life in Edinburg. He has also been the Chairperson of Eircom in Dublin, Chief Operating Officer of the Capgemini Group, one of the world s foremost providers of consulting, technology and outsourcing services and Chief Executive Officer of British Telecom Retail. L. J. Jérôme DE CHASTEAUNEUF Mr. Jérôme De Chasteauneuf is a Chartered Accountant of England and Wales and holds a BSc honours in Economics from the London School of Economics and Political Science (1989). He joined CIEL in 1993 as Corporate Finance Advisor and became Head of Finance of CIEL in He is the managing Director of CIEL Corporate Services Ltd and an Executive Director of CIEL Limited. M. F. Antoine DELAPORTE Mr. Antoine Delaporte is the founder and Managing Director of Adenia Partners Ltd, a private company managing private equity funds in the Indian Ocean and West African regions. Since 2000, he is also Director of Karina International Limited and of Karina Sarl in Madagascar and is also a member of the board of Vivo Energy Mauritius Limited. Mr. Delaporte is the Chairman of the boards of C.E.A.L. in Mauritius and of Newpack SA and Socolait SA in Madagascar. M. P. Roger ESPITALIER-NOËL Mr. M. P. Roger Espitalier-Noël holds a Certificate in Textile and Knitwear Technology from the City of Leicester Polytechnic. He was nominated as General Manager of Floreal Knitwear Ltd in 1998 and retired on June 2010 after 36 years of services in that company. He is now acting as consultant for the CIEL Textile Group. He is a Director of ENL Land Limited, ENL Investment Limited and ENL Limited. Mr. M A Louis Guimbeau is a Fellow of the Institute of Financial Accountants (UK), a Member of the Chartered Management Institute (UK) and Fellow of the Mauritius Institute of Directors. He has worked in the Export Processing Zone, in the diamond cutting industry and in various companies of the Rogers Group. He actively participated in the setting-up of a Freeport Developer and a third party service provider company. He retired as Finance and Administrative Manager of Saint Aubin Group in J. Harold MAYER Mr. J. Harold Mayer holds a Bachelor in Commerce and qualified as Chartered Accountant-South Africa. He has been very active in the management team of various companies of CIEL Textile Group since 1990 and was appointed Chief Executive Officer in M. Iqbal RAJAHBALEE, SC Mr. Iqbal Rajahbalee, SC is the founding partner of BLC Chambers, a law firm. He has been the first Executive Director of the Mauritius of the Mauritius Offshore Business Activities Authority, held a directorship of the Bank of Mauritius, and held the post of Chief Executive of the Financial Services Commission. He has also been the Chairperson of the Mauritius Telecom. Xavier THIÉBLIN Mr. Xavier Thiéblin graduated from the Hautes Etudes Commerciales (Paris) in 1965 and started his career in the banking sector. He joined Groupe Quartier Francais in 1970 and was the chairman of this company for a number of years before its sale to Tereos. He has been decorated Chevalier de la Légion d Honneur et du Mérite Agricole and Officier de l Ordre National du Mérite. He is also the chairman of the Syndicat de Sucre of Reunion island and a director on the Comité Européen de Sucre of Bruxelles

10 6. DIRECTOR S DETAILS (Cont d) 6.3 Director s Service Contracts The Directors are not materially interested in any contract or arrangement subsisting at the date of this document which is significant in relation to the business of CIEL 6.4 Interests of Directors Shareholding Percentage in CIEL Limited Shareholding Percentage in CIEL Textile Limited* Directors Direct Indirect Direct Indirect Mr. DALAIS, P. Arnaud Mr. DALAIS, G. Christian Mr. DALAIS, J. Jean-Pierre Mr. DALAIS, R. Thierry Mr. DANON, Pierre Mr. DE CHASTEAUNEUF, L. J. Jérôme Mr. DELAPORTE, M. F. Antoine Mr. ESPITALIER NOËL, M. P. Roger Mr. GUIMBEAU, M. A. Louis Mr. MAYER, J. Harold Mr. RAJAHBALEE, M. Iqbal, SC Mr. THIEBLIN, Xavier *CIEL Textile Limited is a subsidiary of CIEL Limited 6.5 Remuneration and Benefits in Kind to Directors Prior to the amalgamation of CIL with and into DRI, the remuneration and benefits received by the Directors were as follows: Remuneration and benefits received by the Directors of DRI as at 30 June 2013 amounted to MUR 280,000. Remuneration and benefits received by the Directors of CIL Group from CIL and its subsidiaries as at 31 March 2013 amounted to MUR 44.5M. The Directors emoluments of CIEL Limited for the next financial period have not yet been determined, matter which will be addressed by the Corporate Governance, Nomination & Remuneration Committee of CIEL Limited and submitted to the Board for approval. 7. CORPORATE INFORMATION 7.1 Company Information COMPANY NAME CIEL Limited YEAR OF INCORPORATION 1948 BUSINESS REGISTRATION NUMBER C REGISTERED OFFICE 5 th Floor, Ebène Skies, Rue de l Institut, Ebène, Mauritius Tel : ( ) 7.2 Advisers COMPANY SECRETARY CIEL Corporate Services Ltd 5 th Floor, Ebène Skies, Rue de l Institut, Ebène, Mauritius AUDITORS BDO & Co 10, Frère Félix de Valois Street Port Louis, Mauritius PRINCIPAL BANKER The Mauritius Commercial Bank Ltd Sir William Newton Street, Port Louis, Mauritius LEGAL ADVISOR AND NOTARIES Thierry Koenig SA Me Jean-Pierre Montocchio, Notary Me Bernard d Hotman de Villiers, Notary REGISTRY MCB Registry & Securities Limited 2 nd Floor, MCB Centre, Sir William Newton Street Port Louis, Mauritius 16 17

11 8. FINANCIAL information (Cont d) 8. FINANCIAL INFORMATION 8.1 CIEL Statement of Financial Position CIEL FINANCIAL STATEMENTS HIGHLIGHTS for the period ended 31 December 2013 and year ended 30 June CIEL FINANCIAL STATEMENTS HIGHLIGHTS for the period ended 31 December 2013 and year ended 30 June Proforma Group The Group The Group Unaudited Unaudited Audited 6 Months 6 Months 12 Months 31 December December June 2013 Total assets MUR'000 17,488,956 12,446,401 6,572,600 Owner s interest MUR'000 10,077,348 6,343,910 6,444,011 Proforma Company Company Company Unaudited Unaudited Audited 6 Months 6 Months 12 Months 31 December December June 2013 Total assets MUR'000 9,089,633 4,937,877 3,997,718 Owner s interest MUR'000 7,596,171 4,228,094 3,869,122 Revenue MUR'000-5,016, Profit before tax MUR , ,270 Revenue MUR'000-53, ,266 Profit after tax MUR , ,446 Profit after tax MUR , ,242 KPI's: KPI's: EPS MUR NAV per share MUR Number of shares in issue 000 1,176, , ,665 EPS MUR NAV per share MUR Number of shares in issue 000 1,176, , ,665 The proforma financial data relates to information following amalgamation of CIL with and into DRI, renamed CIEL Limited. 8.2 Financial and Trading Prospects The fund raising will enable the Company to expand its investments in the various sectors of activity through its investee companies locally, in Africa and Asia. This should result in an improved profitability in the medium to long term

12 9. RISK FACTORS 10. ADDITIONAL DISCLOSURES 9.1 Business Risks Credit Risk 10.1 Executive Share Scheme 10.2 Material Contracts The activities of CIEL are exposed to a variety of financial risks, including: Market risk Credit risk Liquidity risk Market Risk Risks associated to property development particularly during periods where there is a slowing down of the world economy. Equity Price Risks: CIEL is dependent on the performance and dividend policy of its portfolio of investments which are quoted on the DEM/Official Market. The company seeks to minimise the price risk by investing in various sectors to avoid risk concentration in a particular industry. Currency Risk: CIEL is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Euro and US Dollar (USD). Foreign exchange risk arises from future currency exposures, commercial transactions and recognised assets and liabilities. The Group uses forward contracts to mitigate foreign currency risks. Cash Flow and Fair Value Interest Rate Risk: CIEL is exposed to fair value interest-rate risk on its fixed interest rate bearing assets and financial liabilities as the carrying amounts may fluctuate due to changes in market interest rates. It is also exposed to cash flow interestrate risk as it borrows at variable rates. This is somehow mitigated by non-current receivables and loans at call being granted at variable rates. CIEL has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. Policies are in place to ensure that sales of products and services are made to customers with an appropriate credit history Liquidity Risk Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions. CIEL aims at maintaining flexibility in funding by keeping committed credit lines available. 9.2 Operational Risks CIEL is exposed to operational risk defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The processes are periodically re-evaluated to ensure their effectiveness. 9.3 Regulatory Risks The effect of any potential changes to any applicable law or regulations, whether before or after completion of the transaction, cannot be predicted, this could potentially cause actual results to differ materially from those expressed or implied in this document. CIEL Limited operates a Share Appreciation Rights Scheme ( SARS ) for Executives employed by subsidiaries of CIEL Limited. Selected executives are only entitled to participate in the Scheme. Under the scheme, the company grants a number of rights to the executives based on their current salary. The rights will be settled by CIEL Limited issuing shares equivalent to the difference between the exercise price and the grant price share of such number of SARS exercised to the holder of the rights upon exercise, being understood that no more than 5% of CIEL Limited s capital may be delivered in settlement of the scheme. CIEL Limited may buy back shares from the market, or utilise its treasury shares. Under the scheme, CIEL Limited may repurchase the rights after the vesting date instead of issuing shares to settle the SARS at the exercise date. The right vest after three years from grant date and lapse after seven years from grant date Trademarks 10.5 Others Applicant CIEL Consolidated Dyeing Co. Ltd Harris Wilson CTL Retail Limited Floreal Knitwear Limited No member of CIEL has entered into any contract other than in the ordinary course of business within two years preceding the publication of these Listing Particulars Legal Proceedings, Contingencies and Guarantees There are no legal and arbitration proceedings against CIEL, which would have significant effects on their companies and/or groups respective financial position or profitability. Registered Trade Mark CIEL & Logo CIEL Finance & Logo CIEL Textile & Logo CIEL Healthcare & Logo CIEL Hotels & Resorts & Logo CIEL Agro & Propery & Logo CDFL & Logo Renewal of Registration of Mark Bluriver & Flower Device F + Floreal Knitwear CIEL Textile & Logo F & Logo No member of CIEL has received any commission, discount, brokerage or other special term within the two years immediately preceding the issue of these Listing Particulars in connection with the issue or sale of any capital

13 11. STATEMENT OF DIRECTORS RESPONSIBILITIES The Board is responsible for the preparation of financial statements which give a true and fair view of the financial position, financial performance, and cash flow of CIEL Limited and which comply with the Act and are in accordance with the International Financial Reporting Standards ( IFRS ). The Board is also responsible for safeguarding the assets of CIEL Limited and for taking reasonable steps for the prevention and detection of fraud and other irregularities. Other main responsibilities of the Board include the assessment of the management team s performance relative to corporate objectives, overseeing the implementation and upholding of good corporate practices, acting as the central coordination body for the monitoring and reporting of the sustainability performance of CIEL Limited and ensuring timely and comprehensive communication to all stakeholders on events which are significant to CIEL Limited. The Board must cause accounting records to be kept that: correctly record and explain the transactions of CIEL Limited; at any time enable the financial position of CIEL Limited to be determined with reasonable accuracy; and enable the directors to prepare financial statements that comply with the Act and IFRS. In preparing those financial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgments and estimates that are reasonable and prudent; state whether or not the Act and IFRS have been adhered to and explain material departures thereto; and prepare these financial statements on the going concern basis, unless it is inappropriate to presume that CIEL Limited will continue in business. The Directors confirm that they have complied with the above requirements in preparing the financial statements. 12. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection during normal business hours at the registered offices of CIEL Limited: The constitution of CIEL Limited; The original Listing Particulars; The unaudited condensed financial statements of CIEL Limited for the period ended 31 December 2013; The audited financial statements of CIEL Limited and annual reports for the years ended 30 June 2013, 2012 and 2011; The audited financial statements of CIL and annual reports for the years ended 31 March 2013, 2012 and April

14 APPENDIX 1 Key Provisions of the Constitution of CIEL Limited Extracts of the Constitution of CIEL Limited are given below: 1.1 Definition in this Constitution Ordinary Share means a share which confers on the holder: the right to vote at meetings of the Shareholders and on a poll to cast one vote for each share held; subject to the rights of any other Class of Shares, the right to an equal share of Dividends and other Distribution made by the Company; and Subject to the rights of any other Class of Shares, the right to an equal share in the Distribution of the surplus assets of the Company on its liquidation. 8.2 Board may Issue Shares a) Subject to the Act, this Constitution and the terms of issue of any existing Shares, the Board may issue Shares (and rights or options to acquire Shares) of any Class at any time, to any person and in such numbers as the Board thinks fit. Notwithstanding Section 55 of the Act and unless the terms of issue of any Class of Shares specifically provide otherwise, the Board may, if authorised by the Shareholders by Ordinary Resolution, issue Shares that rank (as to voting, Distribution or otherwise) equally with or in priority to, or in subordination to, the existing Shares without any requirement that the Shares be first offered to existing Shareholders. If the Board issue Shares which do not carry voting rights, the words nonvoting shall appear in the designation of such Shares, and if the Board issue Shares with different voting rights, the designation of each Class of Shares, other than those with most favourable voting rights, shall include the words restricted voting or limited voting. 8.3 Consideration for Issue of Shares Subject to clause 8.3, before the Board issues Shares (other than Shares issued upon incorporation), it must: (iii) determine the amount of the consideration for which the Shares will be issued and the terms on which they will be issued; if the Shares are to be issued for consideration other than cash, determine the reasonable present cash value of the consideration for the issue and ensure that the present cash value of that consideration is fair and reasonable to the Company and is not less than the amount to be credited in respect of the Shares; and resolve that, in its opinion, the consideration for the Shares and their terms of issue are fair and reasonable to the Company and to all existing Shareholders. Clause 8.3 shall not apply to the issue of Shares on the conversion of any convertible securities or the exercise of any option to acquire Shares in the Company. 8.6 Shares issued in lieu of Dividend The Board may issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of a proposed dividend or proposed future dividends provided that - (d) the right to receive Shares, wholly or partly, in lieu of the proposed dividend or proposed future dividends has been offered to all Shareholders of the same Class on the same terms; where all Shareholders elected to receive the Shares in lieu of the proposed dividend, relative voting or distribution rights, or both, would be maintained; the Shareholders to whom the right is offered are afforded a reasonable opportunity of accepting it; the Shares issued to each Shareholder are 24 25

15 APPENDIX I Key Provisions of the Constitution of CIEL Limited (e) issued on the same terms and subject to the same rights as the Shares issued to all Shareholders in that Class who agree to receive the Shares; and the provisions of section 56 of the Act are complied with by the Board. 8.7 Variation of Rights If, at any time, the share capital of the Company is divided into different Classes of Shares, the Company shall not take any action which varies the rights attached to a Class of Shares unless that variation is approved by a Special Resolution, or by consent in Writing of the holders of seventy five per cent (75 %) of the Shares of that Class; All the provisions of this Constitution relating to meetings of Shareholders shall apply mutatis mutandis to such a meeting provided however that the necessary quorum shall be the holders of at least one third of the issued Shares of that Class (but so that if, at any adjourned meeting of such holders, a quorum is not present, those Shareholders who are present shall constitute a quorum). Where the variation of rights attached to a Class of Shares is approved under clause 8.7 and the Company becomes entitled to take the action concerned, the holder of a Share of that Class who did not consent to or cast any votes in favour of the resolution for the variation, may apply to the Court for an order under section 178 of the Act, or may require the Company to purchase those Shares in accordance with section 108 of the Act. For the purposes of this clause, variation shall include abrogation and the expression varied shall be construed accordingly. A resolution which would have the effect of: diminishing the proportion of the total votes exercisable at a General Meeting by the holders of the existing Shares of a Class; or reducing the proportion of the Dividends or Distributions payable at any time to the (d) holders of the existing Shares of a Class, shall be deemed to be a variation of the rights of that Class. The Company shall within one month from the date of the consent or resolution referred to in clause 8.7 file with the Registrar in a form approved by him the particulars of such consent or resolution. 8.8 Fractional Shares The Company may issue fractions of Shares which shall have corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes as those which relate to a whole Share of the same Class of Shares. 9. PURCHASE BY COMPANY OF ITS SHARES The Company may purchase or otherwise acquire its Shares in accordance with, and subject to, sections 68 to 74, and 108 to 110 of the Act, and may hold the acquired Shares in accordance with section 72 of the Act and transfer them pursuant to section 74(2) of the Act. The Company may purchase Shares issued by it from some and not necessarily all the Shareholders. 10. TRANSFER OF SHARES 10.1 Shares to be Freely Transferable Subject to the terms of issue of the Redeemable Restricted A Shares, there shall be no restrictions on the transfer of fully paid up Shares and any document relating to or affecting the title to any Shares shall be registered with the Company without payment of any fee. 13. PLEDGE OF SHARES (d) (e) (f) (g) Any Share may be given in pledge in all civil and commercial transactions in accordance with the Code Civil Mauricien. The Company shall keep a register in which pledges of Shares or debentures shall be inscribed stating that the pledgee holds the Shares or debentures not as owner but in pledge of a debt, the amount of which shall be mentioned. A pledge shall be sufficiently proved by the inscription in that register. If the pledgee so requires, there shall be delivered to him a certificate, signed by the Company s secretary, which shall enumerate the number of Shares given in pledge and the amount and nature of the debt in respect of which the pledge was constituted. Subject to the terms and conditions of the pledge, the owner of the Shares given in pledge shall continue to be the party entitled to attend General Meetings of the Company and to vote with respect to such Shares and to cash all dividends in respect thereof. 17. DISTRIBUTIONS 17.1 Solvency Test Notwithstanding section 61(1) of the Act but subject to clause 17.2, the Board may, if it is satisfied on reasonable grounds that the Company will satisfy the Solvency Test immediately after the Distribution, authorise a Distribution by the Company to Shareholders of any amount and to any Shareholders as it thinks fit. The Directors who vote in favour of a Distribution shall sign a certificate stating that, in their opinion, the Company will satisfy the Solvency Test immediately after the Distribution Unclaimed Dividends All dividends unclaimed for one year after having been authorised may be invested or otherwise made use of by the Board for the benefit of the Company until claimed, and all dividends unclaimed for five years after having been declared may be forfeited by the Board for the benefit of the Company. The Board may, however, annul any such forfeiture and agree to pay to a claimant who procedures evidence of entitlement to the Board s satisfaction the amount of its dividends forfeited unless, in the opinion of the Board, such payment would embarass the Company Dividends payable pari passu The Board may not authorise a Dividend in respect of some but not all the Shares in a Class, or of a greater amount in respect of some Shares in a Class than other Shares in that Class except where: the amount of the Dividend is reduced in proportion to any liability attached to the Shares under this Constitution; a Shareholder has agreed in Writing to receive no dividend, or a lesser dividend than would otherwise be payable; and unless it is paid out of retained earnings, after having made good any accumulated losses at the beginning of the Accounting Period Discounts to Shareholders The Board may pursuant to a discount scheme resolve that the Company shall offer to Shareholders discounts in respect of some or all goods sold, or services provided by, the Company. The discount scheme shall be one where the Board has previously resolved that the proposed discounts: are fair and reasonable to the Company and all Shareholders; and will be available to all Shareholders or to all Shareholders of the same Class on the same terms. The discount scheme shall not be approved or continued by the Board unless the Board is satisfied, on reasonable grounds,that the Company will satisfy or is satisfying the Solvency Test

16 APPENDIX I Key Provisions of the Constitution of CIEL Limited 17.5 Financial assistance on acquisition of shares The Company may, subject to and in accordance with, section 81 of the Act, give financial assistance (whether directly or indirectly) to a person for the purpose of, or in connection with, the purchase of Shares issued (or to be issued) by the Company. 19. EXERCISE OF POWERS RESERVED TO SHAREHOLDERS 19.1 Powers reserved to Shareholders (iii) Powers reserved to Shareholders of the Company by the Act or by this Constitution may be exercised: at a General Meeting; or by a resolution in lieu of a meeting pursuant to clause by a Unanimous Resolution. Unless otherwise specified in the Act or this Constitution, a power reserved to Shareholders may be exercised by an Ordinary Resolution Special Resolutions When Shareholders exercise a power to approve any of the following, that power may only be exercised by a Special Resolution: (d) (e) an alteration to or revocation of this Constitution or the adoption of a new Constitution; a Major Transaction; an Amalgamation; the liquidation of the Company; a reduction of the stated capital under section 62 of the Act. Any decision made by Special Resolution pursuant to this clause may be rescinded only by a Special Resolution, provided that a resolution to put the Company into liquidation cannot be rescinded Reserved Matters When Shareholders take a decision by Special Resolution, the Company shall not take any action to give effect to that resolution unless that decision is also approved by a Special Resolution, or by consent in Writing, of the holders of seventy five per cent (75 %) of the Shares of each Class Management Review by Shareholders The Chairperson of any General Meeting shall give the Shareholders a reasonable opportunity to discuss and comment on the management of the Company. A General Meeting may pass a resolution which makes recommendations to the Board on matters affecting the management of the Company. A resolution relating to the management of the Company passed at a General Meeting (in accordance with clause 19.3) is not binding on the Board, unless it is carried as a Special Resolution Dissenting Shareholder may Require Company to Purchase Shares (iii) A Shareholder may require the Company to purchase his Shares where: a Special Resolution is passed under clause 19.2 for the purposes of altering the Constitution of the Company with a view to imposing or removing a restriction on the business or activities of the Company, or clause 19.2 or (e); and the Shareholder casts all the votes attached to Shares registered in his name and for which he is the beneficial owner against the resolution; or where the resolution to exercise the power was passed under section 117 of the Act, the Shareholder did not sign the resolution. A request under clause 19.4 shall be addressed to the Company by the dissenting Shareholder by notice in Writing within fourteen (14) days of either the passing of the resolution at a General Meeting or the date on which notice of the passing of the written resolution is given to him. Upon receiving a notice from a dissenting Shareholder given under clause 19.4, the Board shall: agree to the purchase of the Shares by the Company from the Shareholder giving the notice; or arrange for some other person to agree to buy the Shares; or (iii) apply to the Court under section 112 or section 113 of the Act for an order exempting the Company from the obligation to purchase the Shares; or (iv) (d) (e) arrange, before taking the action concerned, for the Special Resolution entitling the Shareholder to give the notice, to be rescinded by a Special Resolution, or decide in the appropriate manner not to take the action concerned. The Board shall within twenty-eight (28) days of receipt of the notice under clause 19.4 give written notice to the dissenting Shareholder of its decision under clause Where the Board agrees to the Company purchasing the Shares, pursuant to clause 19.4, it shall do so in accordance with section 110 of the Act Notice of General Meetings Written notice of the time and place of a General Meeting shall be sent to every Shareholder entitled to receive notice of the General Meeting and to every Director, secretary and auditor of the Company not less than fourteen (14) days before the General Meeting. The notice shall state: the nature of the business to be transacted at the General Meeting in sufficient detail to enable a Shareholder to form a reasoned judgment in relation to it; and the text of any Special Resolution to be submitted to the General Meeting. (iii) (d) (e) (f) (g) and in the case of an Annual Meeting, shall include a printed copy of the financial statements and annual report of the Company. Any irregularity in a notice of a General Meeting shall be waived where all the Shareholders entitled to attend and vote at the General Meeting attend the General Meeting without protest as to the irregularity, or where all such Shareholders agree to the waiver. Any accidental omission to give notice of a General Meeting to, or the failure to receive notice of a General Meeting by, a Shareholder shall not invalidate the proceedings at that General Meeting. The Chairperson may, or where directed by the General Meeting, shall, adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place. When a General Meeting is adjourned for thirty (30) days or more, notice of the adjourned General Meeting shall be given as in the case of an original General Meeting. Notwithstanding clauses 20.5, and, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned General Meeting