Ascencia Ltd. (Incorporated and registered in Mauritius under the Companies Act 2001 on 28 June 2007 with business registration number C )

Transcription

1 Ascencia Ltd (Incorporated and registered in Mauritius under the Companies Act 2001 on 28 June 2007 with business registration number C ) FURTHER ADMISSION DOCUMENT AD Number: LEC/I/03/2013 in respect of 1,048,415 Class B shares of no par value at an issue price of Rs 1,403 each to be admitted to the Development & Enterprise Market The Development & Enterprise Market ( DEM ) is a market designed to include emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. The DEM securities are not admitted to the Official Market of the Stock Exchange of Mauritius Ltd. 2.2 /2.3 A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with a professional financial adviser. Neither the Listing Executive Committee ( LEC ) of the Stock Exchange of Mauritius Ltd ( SEM ) nor the Financial Services Commission ( FSC ) assume any responsibility for the content of this Further Admission Document, make no representation as to the accuracy or completeness of any of the statements made or opinions expressed therein and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part of the contents of this Further Admission Document. 09 September 2013 Ascencia Ltd Further Admission Document 1

2 DECLARATION OF DIRECTORS This document is not an invitation to the public to subscribe for shares in Ascencia Ltd (herein referred to as Ascencia or the Company ) but is issued in compliance with the DEM rules for the purpose of giving information to prospective shareholders of the Company. 2.1 /2.3 / 19.7 The directors of Ascencia, whose names appear in section C.5, collectively and individually, accept full responsibility for the contents and completeness of this Further Admission Document. They furthermore declare that to the best of their knowledge and belief, and after having made reasonable inquiries, the Further Admission Document complies, where applicable, with the DEM Rules, the Companies Act 2001, the Securities Act 2005 and Regulations made under these Acts. The Directors also confirm that when bringing the newly issued shares of the Company for listing on the DEM, they have no potential conflict of interest between their duties to the Company and their private interests or any other duties. The Directors, after having made due and careful enquiry, are of the opinion that the working capital available to the Company will be sufficient for its present requirements, that is for at least twelve months from the date of admission of its further securities. The Directors certify that no significant change in the financial or trading position has occurred since the last audited financial statements of the Company. Ascencia Ltd Further Admission Document 2

3 APPROVAL BY DIRECTORS Approved by the board of directors of the Company on 09 September 2013 and signed on its behalf by: Director Director Ascencia Ltd Further Admission Document 3

4 TABLE OF CONTENTS DECLARATION OF DIRECTORS 2 APPROVAL BY DIRECTORS 3 TABLE OF CONTENTS 4 GLOSSARY 5 THE SECURITIES PROPOSED TO BE LISTED 6 PART A THE SECURITIES PROPOSED TO BE LISTED A.1 FEATURES AND PURPOSE OF THE SECURITIES PROPOSED TO BE LISTED 7 PART B COMPANY INFORMATION B.1 THE COMPANY 10 B.2 INVESTMENT OBJECTIVES 10 B.3 SHAREHOLDING 11 B.4 NAV RECONCILIATION 12 B.5 IMPACT ON THE EXISTING SHAREHOLDERS 12 B.6 LOAN TO VALUE RATIO 13 B.7 THE PORTFOLIO OF PROPERTIES 14 B.8 DESCRIPTION OF PROPERTIES TO BE ACQUIRED 14 B.9 REVENUE STREAM 15 B.10 THE ORGANISATIONAL STRUCTURE POST TRANSACTIONS 16 B.11 PROSPECTS 20 B.12 RISK FACTORS 21 PART C ADDITIONAL INFORMATION C.1 MATERIAL CONTRACTS 22 C.2 CONSTITUTION AND RIGHTS ATTACHED TO THE SHARES 22 C.3 ADMISSIONS COSTS 23 C.4 SUPPLEMENTARY INFORMATION 23 C.5 DIRECTORS 24 C.6 FUND MANAGER PROFILE 26 C.7 CORPORATE INFORMATION 27 PART D PROJECTED FINANCIAL STATEMENTS D.1 INDEPENDENT ASSURANCE REPORT 28 D.2 STATEMENT OF COMPREHENSIVE INCOME 28 D.3 STATEMENT OF FINANCIAL POSITION 28 D.4 STATEMENT OF CASH FLOWS 29 Ascencia Ltd Further Admission Document 4

5 GLOSSARY Ascencia Ltd or Company Bagaprop Limited DEM A public company incorporated in Mauritius bearing business registration number C A public company incorporated in Mauritius bearing business registration number C The Development & Enterprise Market of the Stock Exchange of Mauritius Ltd EnAtt Limited ENL Limited ENL Property Limited Foresite Fund Management Ltd Foresite Ltd Foresite Property Holding Ltd FSC A private company incorporated in Mauritius bearing business registration number C A public company incorporated in Mauritius bearing business registration number C and listed on the DEM. A private company incorporated in Mauritius bearing business registration number C A public company incorporated in Mauritius bearing business registration number C and acting as the Fund Manager of the Company A private company incoporated in Mauritius bearing business registration number C and acting as the Property Manager of the Company A private company incorporated in Mauritius bearing business registration number C Financial Services Commission GLA Kendra Saint Pierre Limited Les Allées d Helvetia Commercial Centre Limited LEC Gross Lettable Area A private company incorporated in Mauritius bearing business registration number C A private company incorporated in Mauritius bearing business registration number C Listing Executive Committee of the SEM MDA Properties Ltd MUR or Rs NAV Rogers and Company Ltd SEM Sqm A public company incorporated in Mauritius bearing business registration number C Mauritian Rupees Net Asset Value A public company incorporated in Mauritius bearing business registration number C and listed on the Official Market of the SEM The Stock Exchange of Mauritius Ltd Square metres Ascencia Ltd Further Admission Document 5

6 THE SECURITIES PROPOSED TO BE LISTED Sch 3 (e), (g) An application by Ascencia was made for the admission of 1,048,415 Class B shares of no par value on the DEM. Permission was granted by the LEC on 09 September 2013, for the admission of the aforesaid 1,048,415 Class B shares of no par value of Ascencia. The trading of the shares is expected to commence by the end of October Ascencia Ltd Further Admission Document 6

7 PART A THE SECURITIES PROPOSED TO BE LISTED The Company : Ascencia Ltd The Fund Manager : Foresite Fund Management Ltd The Property Manager : Foresite Ltd Base Currency : MUR Total assets as at 30 September 2012 : Rs 2.47bn NAV as at 30 September 2012 : Rs 1.84bn 25.1,29.1 The Securities Proposed to be Listed Issue price per share : 1,048,415 Class B shares at no par value : Rs 1,403 per share The Issue Amount : Rs 1,470,926,245 A.1 FEATURES AND PURPOSE OF THE SECURITIES PROPOSED TO BE LISTED Ascencia is exploring a new business opportunity whereby it will acquire two commercial properties and an interest in a third commercial property through share transfers. The consideration for the said transactions will be an issue of a new class of convertible ordinary shares of Ascencia, Class B shares. The said transactions are subject to a number of conditions suspensives, including the approval of the shareholders of Ascencia, by way of special resolution, and that of the shareholders of Rogers and Company Ltd by way of ordinary resolution. An independent valuation was carried out by Ernst & Young to determine the value of the targeted properties as well as the business of Ascencia as at 31 March This document may be inspected at the registered office of Ascencia, No 5, President John Kennedy Street, Port Louis. The assets which Ascencia will acquire are listed below and described in Section B.7 of this document: % of Kendra Commercial Centre ; % of Les Allées D Helvetia Commercial Centre; and % of Bagaprop Ltd which owns Bagatelle Mall of Mauritius. Kendra Commercial Centre and Les Allées D Helvetia Commercial Centre are owned by Kendra Saint Pierre Limited and Les Allées D Helvetia Commercial Centre Limited respectively. The latter two companies currently are wholly owned by MDA Properties Ltd. Bagaprop Ltd is a joint venture between Atterbury Mauritius Consortium (Pty) Ltd and ENL Property Limited. It owns Bagatelle Mall of Mauritius. Ascencia Ltd Further Admission Document 7

8 The transactions consist of the following share transfers: 1. MDA Properties Ltd transferring 55.34% of its shareholding in Kendra Saint Pierre Limited to Foresite Property Holding Ltd against a cash consideration; 2. Thereafter, MDA Properties Ltd and Foresite Property Holding Ltd transferring their shares in Kendra Saint Pierre Limited to Ascencia; 3. MDA Properties Ltd transferring the totality of its shares in Les Allées D Helvetia Commercial Centre Limited to Ascencia; and 4. ENL Property Limited transferring its 50.10% shareholding in Bagaprop Limited to Ascencia. The table below provides factual information on the assets proposed to be acquired by Ascencia. Property Name Legal Owner GLA Sqm Consideration Rs m Kendra Commercial Centre Kendra Saint Pierre Ltd 4, Les Allées d Helvetia Commercial Centre Les Allées D Helvetia Commercial Centre Ltd 2, % of Bagatelle Mall of Mauritius Bagaprop Ltd 45,335 1,051 Total 52,064 1,471 In consideration for the above acquisitions, Ascencia will issue a new class of convertible ordinary shares, Class B shares, to the sellers, namely MDA Properties Ltd, Foresite Property Holding Ltd and ENL Property Limited. This new class of shares will be listed on the DEM. The issue price will be Rs 1,403 per share and is based on the NAV per share of Ascencia as at 31 March The total number of Class B shares to be issued is 1,048,415. Class B shares shall represent 42.42% of the share capital of Ascencia Each Class B share which shall be in registered form and freely transferable shall confer to its holder the following rights: The right to one vote on a poll at a meeting of the shareholders of Ascencia; The right to an equal share of dividend distribution among class B shareholders where up to the 1 st July 2016, the total dividend payable to Class B shareholders shall represent 32% of any dividend distribution authorised by the Board of Ascencia; The right to an equal share in the distribution of surplus assets of Ascencia on winding up; in the event of any bonus or issue of shares or share split up to 30 June 2016, a pro-rata entitlement with Class A shareholders; and On the 1 st July 2016, the automatic conversion of Class B shares into Class A shares at a conversion rate of 1:1. The creation of a new class of convertible ordinary shares will require the approval of the shareholders of Ascencia by way of a special resolution at a special meeting of shareholders. The benefits to the shareholders of Ascencia upon the acquisition of the aforesaid properties in exchange for Class B shares are: An immediate increase in turnover and profit after tax. A diversified portfolio consisting of additional prime retail properties. Ascencia Ltd Further Admission Document 8

9 A significant critical mass and recognition, which will create a sizeable platform for regional expansion. Competitive investment yields to shareholders seeking for low risk and a safe return over the long term. Optimal capital structure, which maximises the risk/reward payoff to shareholders. Ascencia becomes a leading property company based in Mauritius. The above mentioned acquisitions by Ascencia constitute: a. A major transaction under the Companies Act As a result, the acquisitions will have to be approved by the shareholders of Ascencia; b. Related party transactions. As per Schedule 4 of the DEM Rules, the gross assets test and the consideration test calculated on the basis of the independent valuation report and the audited accounts of Ascencia as at 30 September 2012 each exceed 10%. Ascencia will in compliance with Rule 13.2 make a press announcement; c. A material change under the Securities Act as it is a significant acquisition, that is the value of the assets being acquired exceeds 10% of the net assets of Ascencia. A press release will therefore have to be made. The board of directors of Ascencia has approved the transactions on 09 September 2013 and are of the view that the said transactions are fair to the shareholders of the Company. Ascencia Ltd Further Admission Document 9

10 PART B COMPANY INFORMATION B.1 THE COMPANY Ascencia is a public company incorporated in Mauritius on 28 June 2007 and listed on the DEM since 23 December The Company bears the business registration number C and its registered office is located at No 5, President John Kennedy Street, Port-Louis Ascencia is one of the largest property companies in Mauritius. The company s assets are professionally managed by Foresite Property, with a focused and award-winning team, geared to deliver on optimal asset performance and maximise returns. In line with this rationale, Ascencia actively manages its portfolio of properties through regular developments, acquisitions and disposals so as to optimise shareholders returns. Based on the latest audited financial statements as at 30 September 2012, the property asset base of the Company is worth Rs 1.72bn and essentially consists of commercial properties. Development projects estimated at Rs 1.2bn at Centre Commercial Phoenix and Riche Terre Mall are currently underway and will significantly contribute to the profitability of the Company in the future. Ascencia also regularly engages in private placement exercises to finance the acquisition of income-earning properties. The Company continues to deliver attractive investment returns to its shareholders amidst the global financial turmoil. Since its launch in 2008, Ascencia posted a total return to shareholders of 51% and has consistently outperformed its benchmark. The controlling and intermediate shareholder of the Company is Foresite Property Holding Ltd ( FPHL ), a wholly owned subsidiary of Rogers and Company Ltd which is itself listed on the Official Market of the SEM. As at 31 March 2013, FPHL held 65.90% of the issued share capital of Ascencia. Ascencia provides investors with opportunities to hold property assets indirectly through an alternative asset class along with the posibility to invest in the largest listed domestic property company. A significant advantage is that investors are not liable to pay land transfer tax and registration duties when dealing in the shares of the Company as compared to direct property ownership. B.2 INVESTMENT OBJECTIVES The primary investment objectives of the Company are to provide dividend income and long term capital gain to its shareholders. The Company does so by acquiring properties that provide both attractive investment yield and capital gains. According to its investment policy, the Company may invest up to 20% of its portfolio in new real estate projects to be developed in Mauritius and 10% abroad. Ascencia Ltd Further Admission Document 10

11 B.3 SHAREHOLDING 1. SHARE CAPITAL (a) (b) (c) On incorporation, the stated capital of the Company was composed of one ordinary share of Rs 1,000. As at 31 March 2013, Ascencia had 1,423,337 ordinary Class A shares of no par value, totalling Rs 1,514,609,417. The capital structure of the Company to date is as follows: Issued and Fully Paid Share Capital Ordinary share No of shares Issue price Rs Rs (m) Share capital at 28 June Issue of shares 431,356 1, At 30 September , Share capital at 01 October , Issue of shares - October ,849 1, Issue of shares - January ,325 1, At 30 September , Share capital at 01 October , Issue of shares - September ,050 1, At 30 September , Share capital at 01 October , Issue of shares - October ,047 1, Issue of shares - March ,784 1, At 30 September ,355,412 1,425 Share capital at 01 October ,355,412 1,425 Issue of shares - June ,925 1, At 30 September ,423,337 1,515 As at 31 March ,423,337 1,515 As at the date of publication of this Further Admission Document, the Company does not have any convertible debt in issue and has not entered into any subscription warrant arrangements or other arrangements which oblige or may oblige the Company to buy back issued shares. 2. MOVEMENT IN STATED CAPITAL BEFORE AND AFTER THE ISSUE OF NEW SHARES Class A Class B Total No. of Rs (m) No. of Rs (m) shares shares Rs (m) Opening 1,423,337 1, ,515 Issue of shares - - 1,048,415 1,471 1,471 Closing 1,423,337 1,515 1,048,415 1,471 2,986 Ascencia Ltd Further Admission Document 11

12 3. MAIN SHAREHOLDERS AS AT 31 MARCH 2013 As at 31 March 2013, the main shareholders holding more than 5% of the Company s share capital were Foresite Property Holding Ltd (65.90%), National Pensions Fund (9.48%) and Rogers Money Purchase Retirement Fund (6.51%). Main Shareholders % Shareholding Foresite Property Holding Ltd 65.90% National Pensions Fund 9.48% Rogers Money Purchase Retirement Fund 6.51% Others 18.11% Total % B.4 NAV RECONCILIATION The table below shows the movements, which reconcile the NAV of the latest financial period, and the value on which the issue price is based on Based on independent valuation as at 31 March 2013 NAV of Ascencia, Rs 000 2,035,502 No of ordinary shares in issue 1,423,337 NAV per share, Rs 1,403 Share price as at 29 July 2013, Rs 1,220 Introductory price per share, Rs 1, / 30.2 B.5 IMPACT ON THE EXISTING SHAREHOLDERS Upon approval by the SEM and the shareholders of Ascencia and Rogers and Company Ltd, a total number of 1,048,415 Class B shares of no par value will be issued. The table below shows the impact thereof on the shareholders of Ascencia. Class A Class B % Effective Main shareholders Pre- Post- Pre- Post- Shareholdin Issue Issue Issue Issue g Foresite Property Holding Ltd 65.9% 65.9% % 42.3% ENL Property Ltd % 30.3% National Pensions Fund 9.5% 9.5% % MDA Properties Ltd % 7.8% Rogers Money Purchase Retirement Fund 6.5% 6.5% % Others 18.1% 18.1% % Ascencia Ltd Further Admission Document 12

13 Total 100.0% 100.0% % 100.0% B.6 LOAN TO VALUE RATIO The Company aims to maximise its shareholders return through a judicious management of its capital structure. The capital structure consists of the debt and equity attributable to its equity holder, comprising issued capital, reserves and retained earnings. Loan to value ratio is the total borrowings of the Company to the value of its investment properties. The investment guidelines of Ascencia provides that the Company may gear up to 50% of its total investment properties. After the acquisition of the three properties and a new loan of Rs 400m taken to finance the ongoing projects at Centre Commercial Phoenix and Riche Terre Mall, the loan to value ratio is expected reach an average level of 32% over the next five financial years. The Board of directors of Ascencia is comfortable with this level of indebtedness and as a going concern is confident that Ascencia will be able to optimise shareholders return through the optimisation of the debt and equity mix. The loan to value calculation is based on figures of the forecast balance sheets under Section D.3. Figure 1 shows an estimate gearing forecast of the Company over the next 5 years. Ascencia Ltd Further Admission Document 13

14 B.7 THE PORTFOLIO OF PROPERTIES Building CURRENT PORTFOLIO Location GLA Sqm Investment Property Value as at 31 March 2013 Rs m Existing properties Centre Commercial Phoenix Phoenix 16,681 1,012 Centre Commercial Phoenix Phase 2 Phoenix 5, Riche Terre Mall Riche Terre 15,487 1,021 Caesar Palace Port Louis 1, Harbour Front Building Port Louis Lots in Orchard Centre Quatre Bornes Spar Orchard Quatre Bornes 1, Land at Domaine Sam Moka - 25 Queen Property Port Louis Spar Manhattan Curepipe Spar Windsor Beau Bassin Paille en Queue Lot 68 (Medcor) Port Louis Sub total 45,061 3,155 Building NEW ACQUISITIONS Location GLA Sqm Net Asset Value as at 31 March % of Bagatelle Mall of Mauritius (Note) Bagatelle 45,335 1,051 Kendra Commercial Centre Saint Pierre 4, Les Allées D'Helvetia Moka 2, Sub total 52,064 1,471 Grand total 97,125 4,626 Note: The acquisition of 50.1% of Bagatelle Mall of Mauritius will be treated as an investment in associate. B.8 DESCRIPTION OF PROPERTIES TO BE ACQUIRED Bagatelle Mall of Mauritius Next to major traffic arteries and at the heart of Mauritius, the strategic location of this unique development pulls crowds of shoppers from all over the island. It is also a must-visit tourist destination. The Bagatelle Mall of Mauritius offers a wide selection of speciality shops in Mauritius. The rentable area is 45,335 Sqm and is anchored by three main tenants namely Food Lover s Market, Intermart and Pick N Pay hypermarkets. The average lease period is 3 years, which is renewable upon mutual agreement. Bagaprop Ltd, a jointly controlled entity between ENL Property Limited and Atterbury Consortium Mauritius (Pty) Ltd, is the holding entity of Bagatelle Mall of Mauritius. Ascencia intends to acquire the 50.10% held by ENL Property Limited in Bagaprop Ltd. After the transactions, Bagaprop Ltd will be a jointly controlled entity of Ascencia. Ascencia Ltd Further Admission Document 14

15 Kendra Commercial Centre Located in the heart of the village Saint Pierre, Kendra Commercial Centre comprises 4,316 Sqm of retail space with a Winners supermarket as anchor tenant. It is also a one-stop shop for those heading towards the central and east part of the island. The commercial centre is owned by Kendra Saint Pierre Limited which is itself wholly owned by MDA Properties Ltd. The latter will first transfer 55.34% of its shareholding in Kendra Saint Pierre Limited to Foresite Property Holding Ltd against a cash consideration. Thereafter, MDA Properties Ltd and Foresite Property Holding Ltd will transfer their entire shareholding in Kendra Saint Pierre Limited to Ascencia. After the transactions, Kendra Saint Pierre Limited will be a wholly owned subsidiary of Ascencia. Les Allées D Helvetia Commercial Centre Les Allées d Helvetia Commercial Centre is a unique integrated residential village concept in Mauritius. This village is the ideal place for a modern style of living as well as being a sound investment. Great emphasis is placed on the quality of the environment as well as the infrastructure. Les Allées D Helvetia Commercial Centre comprises 2,413 Sqm of retail space with a Spar Supermarket as anchor tenant. Les Allées d Helvetia Commercial Centre Limited, which is wholly owned by MDA Properties Ltd, owns Les Allées d Helvetia Commercial Centre. MDA Properties Ltd will transfer its entire shareholding in Les Allées d Helvetia Commercial Centre Limited to Ascencia. After the transaction, Les Allées d Helvetia Commercial Centre Limited will be a wholly owned subsidiary of Ascencia. B.9 REVENUE STREAM The Company s main source of revenue shall be rental income from its property rentals. Lease contracts vary in terms and conditions depending on location, size and business type. The general terms of a typical lease contract can be summarised as follows: An annual rental indexed to the local Consumer Price Index ( CPI ); Rentals payable monthly in advance; and Lease terms of 3 years and renewable. Ascencia Ltd Further Admission Document 15

16 B.10 THE STRUCTURE POST TRANSACTIONS 7.1 The chart below depicts the structure of Ascencia pre and post transactions. Ascencia Ltd Further Admission Document 16

17 1. THE MANAGEMENT COMPANIES (a) Foresite Property Launched in 2008, Foresite Property is the real estate business entity of Rogers and Company Ltd, one of the largest conglomerates in Mauritius. It was founded to unleash the potential of Rogers Property portfolio whilst providing integrated solutions to an increasingly buoyant Mauritian real estate sector. Foresite Property is a onestop shop for property investment, development and management. Foresite Property owns freehold land suitable for commercial, office and industrial usage in different parts of the island through Foresite Property Holding Ltd whilst its management companies, Foresite Fund Management Ltd and Foresite Ltd manage real estate assets, backed by a proven team with solid expertise in property, fund and asset management. Over the past five years, Foresite Property has evolved in a dynamic manner and is now a significant contributor to Rogers Group profits. Significant milestones were achieved such as the creation of the listed property fund, Ascencia, the renovation and extension of its shopping malls Centre Commercial Phoenix and Riche Terre Mall. To date Foresite Property and Ascencia are the sole Mauritian Companies to have won three awards at the prestigious International Property Awards for the Retail Redevelopment Project of Centre Commercial Phoenix in Ascencia Ltd Further Admission Document 17

18 Foresite Fund Management Ltd Foresite Property provides fund management services through Foresite Fund Management Ltd, a company incorporated to act as the Fund Manager of Ascencia Ltd. The entity currently manages a portfolio of assets worth Rs 1.7bn. It advises on the acquisition, development and disposal of assets of Ascencia Ltd. Foresite Fund Management Ltd is also responsible for the formulation and implementation of investment, management, financial and marketing strategies and to provide accounting and other administrative services. Foresite Ltd Foresite Ltd presently manages a portfolio representing Rs 2.8bn in terms of real estate value. Its experience and expertise, coupled with its close and fruitful collaboration with over 250 tenants, enable its clients to focus on their core activities. The entity manages, in part or as a whole, 33 property and real estate assets in Mauritius, including office buildings in Port Louis, commercial centres as well as industrial zones. Foresite Ltd provides services all the way from pre-construction strategies to managing facilities in any property development project requiring professional management to ensure its sustainability. The entity was the first Mauritian company to install a dedicated Property Management software to improve its focus, control and productivity in delivering its dedicated property services. The entity innovated with the development of the first Retail Smart Phone application and a website with a virtual tour in Mauritius for the Centre Commercial Phoenix. Foresite Ltd also acts as the Property Manager of Ascencia. It provides property management services including commercial management, property investments, project management and development management. It is also responsible for the collection of rent, repairs and maintenance and cleaning services. The team of Foresite Ltd spearheaded the re-development of the flagship retail property of Ascencia, Centre Commercial Phoenix, which is the first Mauritian Retail Property to win 3 awards at the International Property Awards held at the Burj al Arab, Dubai, in (b) EnAtt Limited EnAtt Limited is a joint venture between Atterbury Mauritius Consortium (Pty) Ltd and ENL Property Limited and provides development, asset and property management services to ENL properties. Ascencia Ltd Further Admission Document 18

19 2. THE SUB-COMMITTEES (a) The Risk Management and Audit Committee The main objectives of the Risk Management and Audit Committee are to assist the board of directors in discharging its duties to safeguard the Company s assets and ensure the existence of adequate internal control systems and processes. It also reviews the financial publications made by the Company and monitors the performance of its external auditors. The terms of reference of the Risk Management and Audit Committee is in accordance with the provisions of The Code of Corporate Governance for Mauritius and was revised and approved by the board of directors of the Company on 24 November (b) The Corporate Governance Committee The Corporate Governance Committee is responsible for making recommendations to the board of directors on matters relating to the governance of the Company and it also serves as remuneration and nomination committees. The terms of reference of the Corporate Governance Committee is in accordance with the provisions of The Code of Corporate Governance for Mauritiusand was revised and approved by the board of directors on 24 November (c) The Investment Committee The main objectives of the Investment Committee are to review investment opportunities and the sectors in which the Company should be investing / disinvesting for recommendation to the board of directors of the Company. 3. OTHERS (a) FORESITE PROPERTY HOLDING LTD Foresite Property Holding Ltd, a wholly-owned subsidiary of Rogers and Company Ltd, holds the property investments of Rogers Group and is currently the majority shareholder of Ascencia. To date, Foresite Property Holding Ltd does not have any employees. (b) ENL PROPERTY LIMITED ENL Property Limited is a subsidiary of ENL Limited and is based in Mauritius. It is dedicated to developing environmentally sustainable, strategically located and economically viable property projects. Over the past five years, ENL Property Limited has been on the forefront of the real estate sector in Mauritius through the development of several properties such as Bagatelle Mall of Mauritius, Vivea Office Park, La Balise Marina and Villas Valriche. Ascencia Ltd Further Admission Document 19

20 (c) MDA PROPERTIES LTD MDA Properties Ltd, a subsidiary of ENL Property Limited, was set up in 2007 with the primary purpose to develop land situated in the Saint-Pierre and Moka regions. A number of promising developments have already been completed such as Kendra Commercial Centre, Les Allées D Helvetia Commercial Centre and Vivéa Business Park. B.11 PROSPECTS The retail properties in Mauritius were traditionally located in the capital city Port Louis. With the shift away from Port Louis and the emergence of new sectors of activity such as BPO, call centres and financial services which are now principally located in Ebène, there has been the development of new shopping malls outside the city centre including Grand Bay, Moka, Tamarin, Trianon and Phoenix. The most successful shopping malls such as Centre Commercial Phoenix and Bagatelle Mall of Mauritius are located in the central part of the island with easy access from the highway. Centre Commercial Phoenix is located at the new burgeoning node of Phoenix and along the Syed Hossen Road and Avenue Sivananda. It has revolutionised shopping behaviour in Mauritius when it opened in 1994 as the first shopping mall with a hypermarket popularly known as Continent. The then Continent took the shopping experience in Mauritius to a whole new level. The anchor tenant Jumbo Score is one of the biggest and most preferred hypermarkets of the island which is also a leading regional brand of the French Group Casino. The shopping mall is currently making a new footstep in its history with a major extension offering new shops and restaurants. The Bagatelle Mall of Mauritius is located in the area of Bagatelle, close to the capital, Port Louis. The Mall is clearly visible next to the M1 highway with easy and convenient access directly from the highway. Its dominant presence and comprehensive retail and leisure options attracts diverse shoppers from all over the island. The region of Bagatelle is undergoing rapid modernisation with the development of integrated prime residential properties. Both Bagatelle Mall of Mauritius and Centre Commercial Phoenix are strategically located and may target an average of 55% of Mauritius inhabitants who live within the catchment area. Ascencia Ltd Further Admission Document 20

21 B.12 RISK FACTORS The directors of Ascencia draw attention to the following risks: 1. Risks pertaining to the Company Property market risk Given that the Company will invest exclusively in property, the risks commonly associated with property investment apply, namely: a general downturn in the property market in Mauritius affecting demand for rentals and properties; failure of purchasers or tenants to meet their financial obligations; failure to achieve future assets sales plans; and occupancy rates of rented property lower than expected. Availability of investments One of the challenges of the Company will be to identify and select suitable investments to be included in the portfolio of assets. Through new acquisitions and future property investments, the Company shall need to combine the right characteristics of price and location. Moreover, a strategy to diversify assets locally or regionally may increase investment opportunities Risks pertaining to potential investors Performance of wider economy The performance of the economy as a whole directly affects demand of property by tenants. A booming economy implies prospering businesses and a willingness to invest. Such activity should drive demand for property. Any downturn in the economy, however, may have the reverse effect and negatively impact the Company s performance. Equity market risk This is the general risk, inherent to all investments. No guarantee is or can be given that equity prices will move in line with the economic fundamentals and performance of the Company. Interest rate risk Interest rate risk is the risk that interest rates may be adjusted in a way that is detrimental to the investor. In general, as rates rise, interest dues on loans increase, hence higher cash outflows are required for servicing of loans by indebted entities. Higher interest rates will reduce the level of profits available to the Company for distribution to its shareholders. Taxation issues Any increase in land transfer tax and/or registration duties may affect the decision of selling and/ or acquiring properties as it will be more costly to do so. Ascencia Ltd Further Admission Document 21

22 PART C ADDITIONAL INFORMATION C. 1 MATERIAL CONTRACTS 1. Fund Management Agreement On 27 June 2008, the Company entered into a Fund Management Agreement with Foresite Fund Management Ltd (formerly known as Cim Property Fund Management Ltd ) to provide fund management services to the Company. The Fund Manager is responsible for the formulation and implementation of investment, management, financial and marketing strategies. 2. Property Management Agreements On 29 August 2008, the Company entered into a Property Management Agreement with Foresite Ltd for the provision of services in relation to the management and general maintenance of the buildings owned by the Company. Other services also include rent collection and the handling of landlord/tenant matters. The holding entities of the properties to be acquired namely Kendra Saint Pierre Limited, Les Allées D Helvetia Commercial Centre Limited and Bagaprop Ltd have in place an existing property management agreement with EnAtt Limited, a private company which has been incorporated to provide property management, fund management, accountancy and general administration services. EnAtt Limited also undertakes development works for ENL Property group. Following the acquisitions, Foresite Ltd will continue to manage its portfolio of existing properties whilst EnAtt Limited will carry on managing the Kendra Commercial Centre, Les Allées D Helvetia Commercial Centre and Bagatelle Mall of Mauritius. C.2 CONSTITUTION AND RIGHTS ATTACHED TO THE SHARES / 25.5 The constitution of the Company was adopted by the shareholders on 6 November Objects (Clause 3.1 of the said constitution): The main object of the Company is to acquire, invest in and hold rights of ownership (both freehold and leasehold) in real estate (including shares or other asset backed securities) and to sell, deal in, vary or dispose of any of the above. Board of Directors: The Company is currently administered by a board of directors, consisting of seven directors. Upon adoption of the proposed amended constitution, the board of directors will consist of up to 12 directors. Decisions are adopted by a simple majority. The board of directors is responsible for the appointment of the Fund Manager and of the Property Manager. Shareholders Meeting: The shareholders are convened to an annual meeting of shareholders every year to approve the Annual Report of the Company including its audited Financial Statements. The quorum for such meeting is at least three members holding between them at least forty percent of the issued share capital of the Company. Furthermore, the board of directors may convene a special meeting of shareholders as it thinks fit. Ascencia Ltd Further Admission Document 22

23 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 of shareholders, or by consent in writing of the holders of seventy five per cent of the shares of that class C.3 ADMISSION COSTS The estimated admission cost amounts to Rs 65,000, which represents the application fee to be paid to the SEM for the issue of Class B shares. C.4 SUPPLEMENTARY INFORMATION 19.6 Governmental, Legal or Arbitration Proceedings There are no governmental, legal or arbitration proceedings against the Company, which would have significant effects on the Company s financial position or profitability. Third Party Information Information gathered from independent parties has been accurately reproduced. As far as the Company is aware, no facts have been omitted which would render the reproduced information inaccurate or misleading. Mortgages and Charges As at 30 September 2012, the Company had a loan amount of Rs 465.8m and floating charges on the assets of the Company have been secured by the Company s bankers. Contingent Liabilities As at 30 September 2012, the Company had no contingent liabilities. Ascencia Ltd Further Admission Document 23

24 C.5 DIRECTORS Sch (1) Surname Name Address Title Current Employer Espitalier- Noël Ah Ching Philippe Cheong Shaow Woo (Marc) 76, Chemin de L'Indigo, Morcellement Hillside, Butte aux Papayes, Labourdonnais, Mapou 8, Bungalow Complex Calodyne St Francois, Cap Malheureux Chairman Director Boyramboli Bojrazsingh Royal Road, Belle Vue Maurel Director Bundhun Ziyad 66, Gentilly Estate, Moka Director Espitalier- Noël Galea Gilbert Dominique Royal Road, Moka 16, De Chazal Avenue, Vacoas Mihdidin Sanjiv 103, St Paul Road, Phoenix CEO of ENL Property Director CEO of Foresite Property Rogers and Company Ltd Tri-pro Administrators Ltd Ministry of Social Security, National Solidarity and Reform Institutions Rogers and Company Ltd ENL Property Limited Ducray Lenoir Ltd Rogers and Company Ltd The powers of the directors are set out in the constitution of the Company and the Companies Act With the exception of Mr Sanjiv Mihdidin, none of the Directors has any direct interest in the shares of the Company. As at 31 March 2013, no directors fees were paid. Furthermore, Ascencia does not have any employees. Espitalier-Noël, Philippe Chairman and Non - Executive Director since 2007 Born in 1965, he holds a BSc in Agricultural Economics from the University of Natal in South Africa and an MBA from the London Business School. He worked for CSC Index in London as a management consultant from 1994 to He joined Rogers in 1997 and was appointed Chief Executive Officer in Other directorships in listed companies: Air Mauritius Ltd, Rogers and Company Limited, ENL Limited, Swan Insurance Company Ltd and The Anglo Mauritius Assurance Society Ltd. Ah Ching, Cheong Shaow Woo (Marc) Non - Executive Director since 2007 Born in 1967, he is a member of the Chartered Institute of Management Accountants (CIMA) and Chartered Institute of Bankers UK (ACIB). He started his career with Credit du Nord in London and moved to Nedbank group in Mauritius in He joined Rogers and Company Limited in January 2005 as Managing Director Finance for the Tourism and Logistics services sectors and was subsequently appointed Chief Finance Executive of Rogers. In October 2011, he embraced a new orientation to his career and joined as Director Business Development at Tri- Pro Administrators Limited, an Offshore Management Company which operates in the Global Business Sector. Other directorships in listed companies: none Ascencia Ltd Further Admission Document 24

25 Boyramboli, Bojrazsingh Non - Executive Director since 2013 Born in 1958, he holds a Diploma in Public Administration & Management. He has held various positions in public institutions namely as principal assistant secretary. He is currently the permanent secretary of the Ministry of Social Security, National Solidarity and Reform Institutions. Other directorships in listed companies: Omnicane Ltd Bundhun, Ziyad Non - Executive Director since 2009 Born in 1964, he is a member of the Institute of Chartered Accountants in England and Wales since He started his career with Deloitte & Touche in the Middle-East and moved to Ernst & Young in Mauritius in He joined the international trust services Mutual Trust Group in 1995 and founded the Mauritius office of international audit and consulting group, Mazars in 2002 before joining Corporate Banking division of The Mauritius Commercial Bank in Prior to joining Rogers, he held the post of Managing Director of MCB Capital Partners Ltd, the private equity arm of the MCB Group. Ziyad Bundhun is Chief Finance and Investment Executive of the Rogers Group since October Other directorships in listed companies: Rogers and Company Limited. Espitalier-Noël, Gilbert Non-Executive Director since 2012 Born in 1964, he holds a BSc from the University of Cape Town, a BSc in Food Technology from the Louisiana State University and an MBA from INSEAD in Fontainebleau. He joined the Food and Allied Group in 1990 and was appointed Group Operations Director in Gilbert left the Food and Allied Group in February 2007 to join ENL Limited as executive director with special responsibilities in the property development sector. He was President of the Mauritius Chamber of Commerce and Industry in 2001 and President of the Joint Economic Council in 2002 and He has been appointed President of The Mauritius Sugar Producers Association in January He is currently the Chief Executive of ENL Property Limited. Gilbert sits on the board of directors of various companies of the Rogers, Food & Allied and ENL Groups. Other directorships in listed companies: Rogers and Company Limited, ENL Limited, ENL Commercial Limited, ENL Investment Limited, ENL Land Ltd and Livestock Feed Limited. Galea, Dominique Independent Director since 2012 Born in 1952, Dominique holds a Hautes Etudes Commerciales (HEC) degree. He started his career in the textile industry in the early 1980 s by setting up an agency business, Kasa Textile & Co Ltd. He has since diversified his activities by acquiring stakes in companies in various sectors of the economy. Other directorships in listed companies: Mauritius Union Assurance Co Ltd, Forges Tardieu Ltd and United Docks Limited. Ascencia Ltd Further Admission Document 25

26 Mihdidin, Sanjiv Non - Executive Director since 2007 Born in 1970, Sanjiv joined Rogers as Property Development Manager in 2004 with the responsibility of unlocking value from the Group s property portfolio. He was appointed Managing Director of the Rogers Property Sector in 2007 and launched Foresite Property along with Ascencia, a listed property fund, in Sanjiv was appointed CEO of Foresite Property in He has served on the board of companies such as Lafarge (Mauritius) and is the current chairman of the Real Estate Association (Mauritius) Ltd (REAM). He also represents tream as a co-opted member at the Mauritius Chamber of Commerce and Industry. His earlier career spans from being a Senior Project Engineer with SJPCE Ltd, Consulting Civil/Structural Engineers and Team Leader Property Development at the Sugar Investment Trust. Sanjiv graduated as a Civil Engineer with postgraduate qualifications in Environmental Engineering (UK), MBA Finance and a Property Development Programme (Cape Town). Other directorships in listed companies: none C.6 FUND MANAGER PROFILE 14.1(i) Mamet, Jean Evenor Damien Managing Director of Foresite Fund Management Ltd Born in 1977, he is a member of the Institute of Chartered Accountants in England & Wales (ICAEW). He started his career with Ernst & Young in London in 1999 and moved to BDO De Chazal du Mee in Mauritius in He joined PricewaterhouseCoopers in 2006 as Manager of Corporate Finance. He is the Managing Director of Foresite Fund Management since 2009 and was appointed Corporate Manager Projects & Investments of Rogers & Co Ltd in October Other directorships in listed companies: none Ascencia Ltd Further Admission Document 26

27 3.1/3.2 C.7 CORPORATE INFORMATION AUDITORS Messrs BDO & Co 10, Frère Félix de Valois Street Port Louis COMPANY SECRETARIES Aruna Collendavelloo Kunal Seepursaund Rogers Consulting Services Limited No.5, President John Kennedy Street Port Louis COMPANY BANKERS The Mauritius Commercial Bank Ltd Sir William Newton Street Port Louis State Bank of Mauritius Ltd State Bank Tower 1 Queen Elizabeth II Avenue Port Louis INDEPENDENT VALUER Ernst & Young Mauritius Level 9, Tower 1, NeXTeracom Cybercity, Ebene Ascencia Ltd Further Admission Document 27

28 22.1 PART D PROJECTED FINANCIAL STATEMENTS D.1 INDEPENDENT ASSURANCE REPORT The independent valuer, whose name and details are stated in section C.7, has consented, and has not withdrawn such consent to its valuation report being used for the specific purpose of this Further Admission Document. Ernst & Young have confirmed in writing their independence in respect of the entities involved in the transactions contemplated herein. The valuation report of Ernst & Young is dated 29 July D.2 STATEMENT OF COMPREHENSIVE INCOME In Rs million Audited Unaudited Forecast Forecast Forecast Rental income Other income Revenue Direct operating expenses (31) (23) (99) (120) (126) Administrative expenses (23) (21) (42) (43) (44) Loss on disposal of investment properties (4) (2) Earnings before interest and tax Finance costs (36) (26) (78) (75) (70) Share of profit of associate Profit before tax Fair value gain (Note) Taxation (7) (15) (12) (18) (20) Profit after tax Note: The forecasts exclude any upside potential on revaluation of properties. D.3 STATEMENT OF FINANCIAL POSITION In Rs million Audited Unaudited Forecast Forecast Forecast Investment properties 1,752 2,211 3,577 3,577 3,577 Surplus land Property, plant and equipment Deferred tax asset Investment in associate - - 1,084 1,116 1,158 Non-current assets 1,752 2,211 4,830 4,862 4,904 Trade and other receivables Cash and cash equivalent Current assets Total assets 2,467 2,570 4,897 4,935 4,981 Capital and reserves Share capital 1,515 1,515 3,007 3,007 3,007 Retained earnings Total equity 1,842 1,867 3,586 3,659 3,747 Deferred tax liabilities Borrowings Non-current liabilities Trade and other payables Borrowings Bank overdraft Current liabilities Total liabilities ,311 1,276 1,234 Total equity and liabilities 2,467 2,570 4,897 4,935 4,981 Ascencia Ltd Further Admission Document 28

29 D.4 STATEMENT OF CASH FLOWS In Rs million Audited 2012 Unaudited 2013 Forecast 2014 Forecast 2015 Forecast 2016 Operating activities Profit before tax Adjustments for: Increase in fair value of investment properties (60) (34) Provision for impairment (3) Depreciation Loss on disposal of investment properties Share of result of associate - - (52) (62) (72) Dividend income Interest expense Changes in working capital: Trade and other receivables (9) (68) 703 (8) (4) Trade and other payables Amount receivable from holding company (32) (37) Cash generated from operations Interest paid (34) (20) (75) (75) (70) Income tax paid (8) (15) (32) (18) (20) (43) (35) (107) (93) (91) Net cash generated from operating activities Investing activities Purchase of investment properties (27) (2) Payments of project costs (26) (385) (1,195) - - Net cash used in investing activities (53) (386) (1,195) - - Financing activities Dividends paid (104) (48) (137) (182) (197) Proceeds/(repayment) from bank borrowings (97) (101) Net cash used in financing activity (104) (48) 167 (279) (297) Net increase/(decrease) in cash and cash equivalents (67) 44 (182) (54) (48) Cash and cash equivalents - Opening (58) (239) (293) Cash and cash equivalents - Closing (239) (293) (341) Ascencia Ltd Further Admission Document 29