Chairman s Letter to Shareholders. Circular to Shareholders. Notice of Special Meeting

Transcription

1 Alma Investments Company Limited Chairman s Letter to Shareholders Circular to Shareholders Notice of Special Meeting

2 Alma Investments Company Limited - Chairman s letter Dear Shareholder, Proposal to carry out a shareholders voluntary winding up of Alma Investments Company Limited ( Alma or the Company ) You will be aware that Alma, The Black River Investments Company Limited ( BRI ), The Medine Shares Holding Company Limited ( MSH ) (together the Holding Companies ) are holding companies of Medine Limited ( ML ), Excelsior United Development Companies Limited ( EUDCOS ) and Société de Développement Industriel & Agricole Limitée ( SODIA ). The afore-mentioned companies and the Holding Companies are thereafter collectively referred to as the Medine Group. The shareholding structure of the Medine Group is set out below: 0.03% Alma Note: Shareholding in preference shares shown in [ ] 50.10% 0.03% 26.27% BRI 1.88% [1.16%] MSH 25.29% 30.55% [5.68%] 26.13% SODIA Medine 29.25% [6.20%] 27.41% EUDCOS Except for Alma which had a portfolio of other securities, MSH and BRI only hold investments in ML, EUDCOS and SODIA. As you will know, Alma realised its portfolio in June of this year and distributed a special dividend of MUR per share to all shareholders on 21 July As disclosed in the cautionary announcement dated 18 June 2014, Alma, as one of the Holding Companies, is participating in the restructuring of the Medine Group (the Restructuring ). The attached circular explains the Restructuring that the board of Alma (the Board ) has decided upon and for which it is looking for your support. As at 17 June 2014, the day prior to the cautionary announcement detailing the proposed Restructuring, Alma was trading at a discount of 24.0% relative to its underlying investments in ML, EUDCOS and SODIA. The proposed delayering, that is eliminating the Holding Companies, will enable you to hold shares directly in ML, EUDCOS and SODIA and your investment portfolio will therefore no longer suffer the discount mentioned above. Moreover, the elimination of the Holding Companies will increase the number of shareholders in ML, EUDCOS and SODIA and we therefore expect greater liquidity in your investments. Alma currently directly owns 27,100 ordinary ML shares and 54,200 ordinary SODIA shares. Alma also owns directly 275,526 ordinary shares in BRI. Subject to BRI and MSH voting to support the Restructuring and distributing their assets in line with the Restructuring, each Alma share you hold will give you the right to ML shares, to EUDCOS shares and to SODIA shares. Alma Investments Company Limited - Circular to Shareholders 1

3 Alma Investments Company Limited - Chairman s letter Recommendation of your Board Your Board believes that the proposed shareholders voluntary winding up of Alma is in the best interests of the shareholders as a whole and is recommending that you vote in favour of resolution at the special meeting of the Company convened for that purpose. You will find in Appendix 1 a notice of the special meeting of the Company to be held on 8 October The notice explains the proposed resolution being submitted for your vote. You will also find a proxy form in Appendix 2 for the special meeting of the Company with the proposal submitted for your vote. Whether or not you plan to attend the meeting, you may complete, date, sign and return the accompanying proxy form to the registered office of Alma, not less than 24 hours before the holding of the meeting. You will find in Section 3 the proposed timetable for the shareholders voluntary winding up of the Company. The Board has set up an enquiries desk to assist you in respect of any queries you may have. Please do not hesitate to call on for any assistance. Your vote is important. Your Board and I believe in the Restructuring and we recommend you to attend the meeting on 8 October 2014 or return your proxy form duly filled in and vote for the shareholders voluntary winding up of the Company. On behalf of the Board of Directors of Alma, I thank you for your continuous support and appreciate your consideration of abovementioned matters. Yours sincerely René Leclézio Chairman 9 September Alma Investments Company Limited - Circular to Shareholders

4 Alma Investments Company Limited (Incorporated and registered in Mauritius on 14 February 1964 with business registration number 1369) CIRCULAR TO SHAREHOLDERS in relation to the shareholders voluntary winding up of Alma Investments Company Limited Notice of special meeting of Alma Investments Company Limited THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This document sets out the details and terms of the shareholders voluntary winding up of Alma Investments Company Limited ( Alma or the Company ), the background to and reasons for the proposed voluntary winding up. If you are in any doubt about the contents of this document or the action you should take, you should consult immediately a person who specialises in advising on the acquisition and disposal of shares and other securities. The contents of this document are not to be construed as legal, business or tax advice. Each shareholder should consult his, her or its own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice. Shareholders should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company. Your attention is drawn to the letter from the Chairman of the Board of Alma (the Board ) which contains a recommendation from the Board that you vote in favour of the resolution to be proposed at the special meeting of the Company as set out in the notice of meeting in Appendix 1 of this document. This document is not a prospectus nor a statement in lieu of a prospectus for the public to subscribe for shares in Alma, The Black River Investments Company Limited ( BRI ), Medine Limited ( ML ), The Medine Shares Holding Company Limited ( MSH ), Excelsior United Development Companies Limited ( EUDCOS ) and Société de Développement Industriel & Agricole Limitée ( SODIA ). 9 September 2014 Alma Investments Company Limited - Circular to Shareholders 3

5 TABLE OF CONTENTS Page 1 Background to the restructuring 5 2 Shareholders voluntary winding up of the Company Rationale for the shareholders voluntary winding up of the Company Process for the shareholders voluntary winding up Distribution of assets to the shareholders Fractional shares Taxation 7 3 Timetable of principal events 8 4 Directors declaration 9 5 Glossary 10 Appendix 1. Notice of Special Meeting 13 Appendix 2. Proxy form for Special Meeting 15 Appendix 3. Instructions for the refund of proceeds from sale of fractional shares 17 4 Alma Investments Company Limited - Circular to Shareholders

6 1. Background to the restructuring As disclosed in the cautionary announcement dated 18 June 2014, the holding companies of ML, EUDCOS and SODIA are planning a restructuring of the holding structures of the said companies. ML, EUDCOS and SODIA are sister companies (the Companies ) with common shareholders namely Alma, BRI and MSH (the Holding Companies ). The Companies and Holding Companies are thereafter collectively referred to as the Medine Group. Subject to shareholders approval, the boards of directors of the Medine Group at their meetings held on 18 June 2014 decided to restructure the Medine Group so as to eliminate the Holding Companies (the Restructuring ). The aim of the Restructuring is to unlock value for the existing shareholders of the Medine Group given that the Holding Companies are trading at a discount to the value of the underlying assets i.e. their respective holdings in ML, EUDCOS and SODIA. Additionally, such Restructuring will allow the Medine Group to save on administrative costs in the medium to long term. The Restructuring is expected to be undertaken as follows: Conversion of the preference shares of ML into ordinary shares of ML in the ratio of 1:1; Liquidation of MSH and distribution of its core investments (i.e. ML shares, EUDCOS shares and SODIA shares) to shareholders of MSH; Liquidation of BRI and distribution of its core investments (i.e. ML shares, EUDCOS shares and SODIA shares) to shareholders of BRI; Liquidation of Alma and distribution of its core investments (i.e. ML shares, EUDCOS shares and SODIA shares) to shareholders of Alma (the Liquidation ). The above Restructuring requires votes in several companies, which though independent of each other, are part of the project to achieve the delayering on the Medine Group. Currently, Alma has 7,331,296 shares (the Shares ) in issue. As part of the Restructuring, the Board is proposing the winding up of the Company by way of a shareholders voluntary winding up procedure under the Insolvency Act 2009 (refer to Section 2). Alma Investments Company Limited - Circular to Shareholders 5

7 2. Shareholders voluntary winding up of the Company 2.1 Rationale for the shareholders voluntary winding up of the Company The Board has decided that a shareholders voluntary winding up of the Company would be an effective way to unlock value for shareholders and hereby seeks shareholders approval to undertake a shareholders voluntary winding up of Alma. As at 31 March 2014, the Company had MUR 505,000 of liabilities and MUR 491,357,000 of assets. At the same date, investments of Alma in ML, EUDCOS and SODIA represented 21.6% of total book value of assets of the Company, before the sale of non-core assets held by Alma. As at 17 June 2014, the day prior to the cautionary announcement detailing the proposed Restructuring, Alma was trading at a discount of 24.0% relative to its investments in ML, EUDCOS and SODIA. The table below shows the value of the underlying investments of Alma compared to the market capitalisation of the Company as at 17 June The Board expects MUR 368 million of shareholder value to be unlocked following the winding up of the Company and distribution of the ML shares, EUDCOS shares and SODIA shares to the shareholders. Alma MUR M Market value of stake in ML Market value of stake in EUDCOS Market value of stake in SODIA 4.4 Book value of financial assets Market value of underlying investments 1,533.7 Market capitalisation of Alma as at 17 June ,165.7 Discount (24.0%) Process for the shareholders voluntary winding up At the Board meeting of 9 September 2014, the directors of Alma (the Directors ) agreed to a shareholders voluntary winding up of the Company. The shareholders, at the special meeting of the Company (the Special Meeting ) to be held on 8 October 2014, will vote on the special resolution to approve the shareholders voluntary winding up of the Company and to appoint Mushtaq Oosman FCA, (the Liquidator ), of PricewaterhouseCoopers Ltd, as liquidator of the Company, effective on 8 October 2014 (the Liquidation Date ). Upon the appointment of the Liquidator, the trading of Alma shares on the DEM will be suspended and the admission of Alma shares on the DEM will be cancelled. For the avoidance of doubt, shareholders of Alma will no longer be able to trade their shares on the DEM as from 8 October 2014, subject to the approval of the voluntary winding up of the Company by the shareholders. Mushtaq Oosman FCA, has given his consent to act as Liquidator, subject to shareholders approval in respect of his proposed appointment. The expenses of the shareholders voluntary winding up are estimated to be around MUR 300,000, excluding VAT and disbursements. As part of the shareholders voluntary winding up process, the Directors have made an inquiry into the affairs of the Company and have formed the opinion that the Company will be able to pay its debts in full within a period of 12 months after the commencement of the shareholders solvent winding up. Please refer to Section 4 for the directors declaration. The Liquidator will attend to and wind up the affairs of the Company, and discharge the liabilities of the Company in accordance with provisions as set out in the Insolvency Act Distribution of assets to the shareholders During the shareholders voluntary winding up, the powers of the Directors will cease and the Company will be under the control of the Liquidator. The Liquidator will deal with the realisation of the assets, the settlement of the liabilities and distribution of the surplus assets or funds to shareholders, as and when the availability of funds permit. The Liquidator is expected to make an interim distribution to Alma shareholders of all the ML shares, EUDCOS shares and SODIA shares that are currently owned directly by Alma or through BRI. 6 Alma Investments Company Limited - Circular to Shareholders

8 2. Shareholders voluntary winding up of the Company Subject to shareholders approval, Alma is expected to distribute ML, EUDCOS and SODIA shares as shown below: Alma BRI ML EUDCOS SODIA shares shares shares shares shares No of ML/EUDCOS/SODIA shares expected to be received for each BRI share held by Alma No of BRI shares owned by Alma 275,526 No of ML/EUDCOS/SODIA shares expected by Alma from BRI Note 1 14,064,389 16,966,450 28,128,779 No of ML/EUDCOS/ SODIA shares held directly by Alma 27,100-54,200 Total number of ML/EUDCOS/SODIA shares expected to be distributed by Alma 14,091,489 16,966,450 28,182,979 No of Alma shares in issue 7,331,296 No of ML/EUDCOS/SODIA shares expected to be distributed for each Alma share Note 1: As stated in the cautionary announcement dated 18 June 2014, the board of BRI is planning, subject to shareholders approval 1, a solvent winding up of BRI. Following the shareholders voluntary winding up of BRI, Alma shall receive 14,064,389 ML shares, 16,966,450 EUDCOS shares and 28,128,779 SODIA shares from BRI. The Liquidator will distribute in specie all the shares of ML, EUDCOS and SODIA owned by Alma to Alma s shareholders. No payment will be required from the Alma shareholders for receiving the ML shares, EUDCOS shares and SODIA shares. The ML shares, EUDCOS shares and SODIA shares will be distributed free of encumbrances, and together with rights attaching thereto and from the date of the distribution. Holders of shares of Alma are not required to return their share certificates. Distribution of ML shares, EUDCOS shares and SODIA shares will be done as follows: For shareholders who hold Alma shares in a CDS account at the close of books, the Company will credit their ML shares, EUDCOS shares and SODIA shares directly to their CDS accounts. ML share certificates, EUDCOS share certificates and SODIA share certificates will be issued to all shareholders of Alma who have not deposited their share certificates in a CDS account by 7 October In the case of shares held by bare-owners and usufructuaries, ML shares, EUDCOS shares and SODIA shares shall be credited in favour of the bare owners and shall be subject to the same usufruct. A final distribution to Alma shareholders will be made only after the Liquidator has satisfied himself that all liabilities have been settled and that sufficient cash has been retained to provide for contingent liabilities. Alma shareholders who have pledged their Alma shares are advised to liaise with their creditors to renegotiate the terms of their respective pledge agreements. 2.4 Fractional shares As shown in the table in Section 2.3, Alma shareholders shall receive ML shares, EUDCOS shares and SODIA shares for each Alma share. The number of shares received by Alma shareholders will be rounded down to the nearest integer. Fractional shares shall be disposed on the market. Based on quotes from service providers, the administrative cost of distributing any expected proceed to a shareholder shall be higher than the proceeds from fractional shares. After careful enquiry, the Board has decided that the proceeds from the sale of fractional shares shall be remitted to Fondation Medine Horizons, Medine Group s vehicle for the implementation of social projects. Shareholders should note that the maximum fraction that they shall receive is less than one share of ML, EUDCOS and SODIA respectively. As at 26 August 2014, one share of each of the above represented a maximum sum of MUR 96.00, their cumulative market value, being therefore the maximum refund that any shareholder shall receive or alternatively donate to Fondation Medine Horizons. Alma shareholders who do not wish to donate the proceeds from the fractional shares to Fondation Medine Horizons must complete and sign the form available in Appendix 3 and return the form no later than 15 October 2014 to the registered office of Alma, 11 th Floor, Medine Mews, 4, Chaussée Street, Port Louis. Upon the receipt of the duly completed and signed form, the Liquidator will refund these shareholders by cheque. 2.5 Taxation Neither Alma nor its Mauritius resident shareholders shall suffer any taxation as a result of the Restructuring. Further, the transfer of ML, EUDCOS and SODIA shares shall not carry any taxation as these companies are all quoted entities. 1 The solvent winding up is subject to the BRI shareholders approving by special resolution the voluntary winding up at the special meeting of BRI to be held on 8 October Alma Investments Company Limited - Circular to Shareholders 7

9 3. Timetable of principal events Announcement of the Restructuring of the Medine Group 18 June 2014 Dispatch of notice of Special Meeting to Alma shareholders 19 September 2014 Date 2 Latest date to deposit share certificates at the CDS in order to trade in Alma shares 1 October 2014 Latest date for receipt of proxy form 7 October 2014 Special Meeting 8 October 2014 Cautionary Announcement stating the results of the shareholders votes 8 October 2014 Appointment of the Liquidator 8 October 2014 Suspension of trading of Alma shares 8 October 2014 Cancellation of the admission of Alma shares on the DEM As at close of business on 8 October 2014 Interim distribution of the ML, EUDCOS and SODIA shares Note 1 11 November 2014 Final distribution of Company and final meeting Note 2 To be advised Note 1: Note 2: Following the conversion of the ML preference shares into ordinary shares, the Liquidator will distribute the ML, EUDCOS and SODIA shares to the shareholders of Alma. The conversion is expected to be completed on 10 November Subject to a cash surplus, following the settlement of all liabilities, the Liquidator shall then proceed with a final distribution. The shareholders of the Company will be notified of the date of the final distribution by the Liquidator. 2 If any of the above times and/or dates change, the revised times and/or dates will be notified to shareholders through a cautionary announcement which will be available on ML s and SEM s websites and published in two daily newspapers 8 Alma Investments Company Limited - Circular to Shareholders

10 4. Directors declaration ALMA INVESTMENTS COMPANY LIMITED DECLARATION OF SOLVENCY IN ACCORDANCE WITH THE SECTION 139 OF THE INSOLVENCY ACT 2009 We, Pierre Doger de Spéville Rajkumar Gujadhur Arnaud Leclézio René Leclézio the undersigned, being the Directors of ALMA INVESTMENTS COMPANY LIMITED (the Company ), declare that we have made a full enquiry into the affairs of the Company and confirm that the Company will be able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up. Dated this 9 September 2014 Pierre Doger de Spéville Rajkumar Gujadhur Arnaud Leclézio René Leclézio Alma Investments Company Limited - Circular to Shareholders 9

11 5. Glossary Term Alma Board BRI Definition Alma Investments Company Limited The board of directors of Alma The Black River Investments Company Limited CA The Companies Act 2001 CDS Company DEM Directors EUDCOS Holding Companies Liquidator Liquidation Date Medine Group ML MSH MUR Proxy Form Central Depository & Settlement Co Ltd Alma Investments Company Limited Development and Enterprise Market The directors of Alma Excelsior United Development Companies Limited Alma, BRI and MSH Mushtaq Oosman FCA The effective date on which the Liquidator is appointed ML, EUDCOS, SODIA, BRI, ALMA and MSH Medine Limited The Medine Shares Holding Company Limited The lawful currency of Mauritius The proxy form attached to this document Restructuring Restructuring of the Medine Group as recommended by the boards of directors on 18 June 2014 SEM Shares SODIA Stock Exchange of Mauritius Ltd 7,331,296 shares in the capital of the Company Société de Développement Industriel & Agricole Limitée Special Meeting The special meeting of the Company to be held on 8 October Alma Investments Company Limited - Circular to Shareholders

12 APPENDICES Appendix 1. Notice of Special Meeting 13 Appendix 2. Proxy form for Special Meeting 15 Appendix 3. Instructions for the refund of proceeds from sale of fractional shares 17 Alma Investments Company Limited - Circular to Shareholders 11

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14 Appendix 1. Notice of Special Meeting NOTICE OF SPECIAL MEETING OF ALMA INVESTMENTS COMPANY LIMITED Notice is hereby given that a Special Meeting (the Special Meeting ) of Alma Investments Company Limited ( the Company ) will be held at the Company s Registered Office, 11 th Floor, Medine Mews, 4, Chaussée Street, Port Louis on 8 October 2014 at 15h15 for the purpose of considering and, if thought fit, passing the following Resolution as a Special Resolution, viz: SPECIAL RESOLUTION That the Company be wound up voluntarily, as from the 8 th day of October 2014, and that Mr. Mushtaq Oosman FCA, of PricewaterhouseCoopers Ltd, be appointed as liquidator for the purposes of such winding up. By order of the Board Patricia Goder Company Secretary 19 September 2014 NOTES: 1. A shareholder of Alma Investments Company Limited entitled to attend and vote at the Special Meeting may appoint a proxy (whether a member or not) to attend and vote on his/her/their behalf. 2. The instrument appointing a proxy or any general power of attorney shall be deposited at the Registered Office of Alma Investments Company Limited, 11 th Floor, Medine Mews, 4, Chaussée Street, Port Louis not less than twenty four (24) hours before the time appointed for holding the Special Meeting or adjourned meeting at which the person named on such instrument proposes to vote, and in default, the instrument of proxy shall not be treated as valid. 3. A proxy form is attached to this Notice and is also available at the Registered Office of Alma Investments Company Limited, 11 th Floor, Medine Mews, 4, Chaussée Street, Port Louis. 4. For the purpose of this Special Meeting, the Directors have resolved, in compliance with Section 120 (3) of the Companies Act 2001, that the Shareholders who are entitled to receive notice of the meeting shall be those Shareholders whose names are registered in the share register of the Company as at 9 September Alma Investments Company Limited - Circular to Shareholders 13

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16 Appendix 2. Proxy form for Special Meeting PROXY FORM IN RESPECT OF A SPECIAL MEETING OF ALMA INVESTMENTS COMPANY LIMITED TO BE HELD ON 8 October 2014 AT 15H15 AT 11 TH FLOOR, MEDINE MEWS, 4 CHAUSSEE STREET, PORT LOUIS I/We (Block Capitals, please) of being a shareholder(s) of ALMA INVESTMENTS COMPANY LIMITED (the Company ) hereby appoint of or failing him/her of as my/our proxy to vote for me/us on my/our behalf at a Special Meeting of the Company to be held on Wednesday 8 October 2014 at 15h15 and at any adjournment thereof. I/We direct my/our proxy to vote in the following manner. (Please vote with a tick) SPECIAL RESOLUTION That the Company be wound up voluntarily, as from the 8 th day of October 2014, and that Mushtaq Oosman FCA, of PricewaterhouseCoopers Ltd, be appointed as liquidator for the purposes of such winding up. FOR AGAINST ABSTAIN Signed this day of 2014 Signature... NOTES 1. A member may appoint a proxy of his own choice. 2. If the appointor is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf. 3. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated. 4. If this form is returned without any indication as to how the person appointed proxy shall vote, he will exercise his discretion as to how he votes or whether he abstains from voting. 5. To be valid, this form must be completed and deposited at the registered office of the Company not less than twenty-four hours before the time fixed for holding the meeting or adjourned meeting. Alma Investments Company Limited - Circular to Shareholders 15

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18 Appendix 3. Instructions for the refund of proceeds from sale of fractional shares Subject to the resolution for the voluntary winding up of ALMA INVESTMENTS COMPANY LIMITED ( the Company or Alma ) being validly passed and upon distribution of ML shares, EUDCOS shares and SODIA shares to Alma shareholders in line with the Restructuring, I/we (Block Capitals, please) of being a shareholder(s) of Alma hereby inform the Liquidator that I/we do not wish to donate the proceeds from the sale of my/our fractional ML shares, EUDCOS shares and SODIA shares to the Fondation Medine Horizons 3. Consequently, I/we instruct the Liquidator to remit to me/us the proceeds from the sale of these fractional shares by cheque. Signed this.. day of Please use BLOCK CAPITALS to complete the information below (1) Shareholder detail - Individual Title:.. Surname:. First name(s):.... (2) Shareholder detail Corporate Corporate name:... If this form has been completed, it should be returned to the Registered Office of Alma Investments Company Limited, 11 th Floor, Medine Mews, 4, Chaussée Street, Port Louis by close of business on 15 October Since 2006, the Fondation Medine Horizons supports initiatives from non-governmental organisations and associations to alleviate poverty in the west of Mauritius, with the CSR contributions of the Medine Group and other donors. The Fondation Medine Horizons funds and accompanies projects in education, health, sports and social integration at large. Alma Investments Company Limited - Circular to Shareholders 17

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22 Alma Investments Company Limited 11 th Floor, Medine Mews 4 Chaussée Street, Port Louis, Mauritius T F E corporate@medine.com