Listing Particulars in respect of the listing of 680,522,310 No Par Value ordinary shares of Cim Financial Services Ltd on the Official Market of the

Transcription

1 Listing Particulars in respect of the listing of 680,522,310 No Par Value ordinary shares of Cim Financial Services Ltd on the Official Market of the Stock Exchange by way of an introduction LP No: LEC/I/03/ September 2012

2 This document is not an invitation nor a statement in lieu of a prospectus for the public in Mauritius or elsewhere to subscribe for shares in Cim Financial Services Ltd (CFS). This document is issued for the purpose of giving information to the shareholders of Rogers in relation to the proposed introduction of CFS shares on the Official Market of the Stock Exchange (SEM) following a dividend in specie of the shares held by Rogers in CFS (Rogers currently holds 100% of the share capital of CFS). CFS is a public company incorporated in the Republic of Mauritius on 15 July 2005 under Business Registration Number C Its registered office is at No. 5 President John Kennedy Street, Port Louis. This document also serves as Listing Particulars and includes particulars given in compliance with the rules governing the listing of securities on the Official List (the Listing Rules ) issued by the SEM for the purpose of providing information on the proposed listing of the shares of CFS on the Official List of the SEM by way of an introduction pursuant to Listing Rule This document should be read in its entirety for a full appreciation of its contents. This document is intended only for the use by the person to whom it is addressed and is not to be redistributed, reproduced or used, in whole or in part, for any purpose. These Listing Particulars include particulars given in compliance with the SEM Rules governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The Directors of CFS, whose names appear on pages 10 and 11, collectively and individually accept responsibility for the accuracy or completeness of the information contained in this document, having made all reasonable enquiries. To the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading. Neither the Listing Executive Committee (LEC) of the Stock Exchange of Mauritius Ltd 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. 1

3 Statement of Directors The directors of CFS hereby state, that: There has been no material adverse change in the financial or trading position of Cim since the audited interim financial statements for the six months ended 31 March 2012; The working capital available to Cim is sufficient for the group s present requirements, that is, for at least the next twelve months from the date of issue of the Listing Particulars; There is no contract or arrangement subsisting at the date of this document in which a director of CFS is materially interested and which is significant in relation to the business of the group; As at the date of this document and within the two years immediately preceding, no commissions, for the group s discounts and brokerages were paid or other special terms granted in connection with the issue or sale of any capital of any member of Cim; and As at the date of this document, no capital of any member of Cim is under option or agreed conditionally or unconditionally to be put under option. DEFINITIONS Board the board of directors CA 2001 the Companies Act 2001 Cim Cim Group CFS ELGIN ENLIL FSC Listing Rules PAT RCSL Rogers Rs SEM Cim Group Cim Financial Services Ltd, its subsidiaries and associates Cim Financial Services Ltd Elgin Ltd ENL Investment Limited Financial Services Commission The rules governing the listing of securities on the Official List issued by the SEM Profit after tax Rogers Consolidated Shareholding Ltd Rogers and Company Ltd Mauritian Rupees, the lawful currency of the Republic of Mauritius The Stock Exchange 2 3

4 Contents 1. Executive Summary Rogers and Company Ltd Restructuring Background of Cim Financial Services Ltd Introduction of the shares of CFS on the Official List of SEM Calendar of events Corporate information on Rogers and CFS Directors of Rogers Directors of CFS Other corporate information of CFS Stated capital of CFS Profile of senior executive team of Cim Changes in the capital of the issuer Valuation of CFS and introductory price Major shareholders Current shareholding structure of Rogers & CFS Shareholding structure following dividend in specie by Rogers Shareholding post listing of CFS Directors interests Directors remuneration and benefits Directors service contracts Legal proceedings Costs associated with the Listing exercise Business Description Historical review of Cim Current group structure Finance & Trading cluster International cluster Property & Investments

5 4. Financial information on Cim Accountants Report Historical financial data Statements of Financial Position Income Statements Statements of Cash Flows Statements of Changes in Equity Statements of Changes in Equity (cont d) Segmental Analysis of results Audited financial statements as at 31 March Statements of Financial Position Income Statements Income Statements (cont d) Statements of Cash Flows Statements of Changes in Equity Statements of Changes in Equity (cont d) Proforma abridged consolidated financial statements Proforma abridged consolidated Income Statements for the 6 months period 31 March 2012 and financial years ended 30 September 2011, 2010 and Proforma abridged consolidated Statements of Financial Position at 31 March 2012, 30 September 2011, 30 September 2010 and 30 September Debt and liabilities Borrowings and charges List of contingent liabilities or guarantees Business trend, financial and trading prospects Key Provisions of the Constitution of CFS Documents available for inspection Executive Summary 1.1. Rogers and Company Ltd Rogers was incorporated on 24 March 1948 and was listed on the Official List of the SEM on 27 June The company has since evolved into a conglomerate with subsidiaries engaged in the hotels, logistics, travel and aviation, real estate and agribusiness, property and financial services sectors Restructuring On 9 May 2012, the Board of Rogers approved a plan for the restructuring of its activities. The restructuring plan consisted of the reshuffling of a number of businesses within the Rogers group as well as the proposed listing of CFS on the Official Market of the SEM. Upon its listing, CFS will continue its Global Business, Credit and Retail operations and hold a real estate portfolio. Rogers, on the other hand, will continue with its current businesses, namely Hotels, Logistics, Real Estate and Agribusiness, Travel and Aviation and Property. Rogers will retain its interest in the Swan Group as well as its investments in Air Mauritius Ltd, Mautourco Ltd, White Palm Ltd and New Mauritius Hotels Ltd Background of Cim Financial Services Ltd CFS is a wholly owned subsidiary of Rogers. CFS is the holding company of Cim which was established in 2005 to create a specific financial services brand based in Mauritius servicing local, regional and global requirements. Cim has since developed into one of the largest diversified financial services groups in Mauritius. Cim brings together a synthesis of companies offering both local and international financial services. Cim s client base extends from Mauritian mass market consumers to local corporates and a number of significant international blue chip organisations. It has an office in Singapore and representations in London, Sydney and Cape Town. Cim currently employs some 1,100 people. Cim offers a broad value proposition, ranging from retail financial services to global business services including fund administration, trust services, specialised insurance and tax services. It also has interests in the trading and property sectors. Cim has progressed rapidly since its inception in 2005 and was ranked 18th in the 2010 survey of the Top 100 Mauritian companies based on profitability. 6 7

6 1.4. Introduction of the shares of CFS on the Official List of SEM In line with the restructuring plan, a selected portfolio of assets held in Rogers and CFS have been cross-transferred and Rs365.5m represented the net value of assets transferred in CFS by Rogers. The net amount payable by CFS to Rogers amounting to Rs365.5m will be settled by CFS through the issue of 365.5m ordinary shares with no par value to Rogers. Subsequent to this transaction, Rogers will hold a total of 680.5m ordinary shares with no par value in CFS. The listing of the 680.5m shares of CFS on the Official List of the SEM will be by way of an introduction following a dividend in specie by Rogers. The shares of CFS will therefore be distributed by Rogers to its shareholders who will then hold shares both in Rogers and in CFS. As a result, the share capital of CFS will be owned by Rogers Consolidated Shareholding Ltd (the holding company of Rogers) at 53% and the remaining 47% by the public as illustrated in section 2.10 of this document. This document serves as Listing Particulars and includes particulars given in compliance with the Listing Rules, issued by the SEM for the purpose of giving information with regard to Cim and the proposed listing of the shares of CFS on the Official List of SEM by way of an introduction pursuant to Listing Rule The shares of CFS shall upon listing be in registered form. A formal application for the listing of the shares of CFS on the SEM has been submitted for approval by the Listing Executive Committee of the SEM in accordance with the requirements of the Listing Rules. The Listing Executive Committee of the SEM has, on 5 September 2012 given its approval to the above application. Dealings in the shares of CFS are expected to commence on 30 October Calendar of events Rogers Board approves restructuring plan and listing of CFS Appointment of Ernst & Young as transaction advisors and valuers Rogers issues letter to its shareholders to explain the restructuring Appointment of BDO by CFS as Reporting Accountants for CFS Listing Submission of Listing Particulars (LP) and listing application Circulation of LP to Rogers shareholders Approval of Dividend in specie by Rogers Board Rogers issues SEM notice and press release for dividend declaration Last Cum quote for Rogers shares Ex-dividend quote for Rogers shares Close of shareholders register Issue of CFS share certificates and crediting in CDS accounts Introduction of CFS shares on SEM 09-May May May May Aug Sep Sep Sep Oct Oct Oct Oct Oct

7 2. Corporate information on Rogers and CFS 2.1. Directors of Rogers Rogers is headed by a unitary Board which is comprised of 12 directors, under the chairmanship of Mr. Timothy Taylor, who has no executive responsibilities. There are eleven non-executive directors, three of whom satisfy the requirements of the Code for independent directors, and one executive director namely the Chief Executive. The current directors of Rogers are: Timothy Taylor (Chairman); Marcel Descroizilles (Chairman Risk Management and Audit Committee); Jean Pierre Montocchio (Chairman Corporate Governance Committee); Dr Guy Adam; Herbert Maingard Couacaud; Eric Espitalier-Noël; Gilbert Espitalier-Noël; Hector Espitalier-Noël; Philippe Espitalier-Noël (Chief Executive Officer); Colin Taylor; Matthew Taylor; and Philip Taylor 2.2. Directors of CFS CFS is also headed by a unitary Board composed of seven directors as follows: Director name and nationality 1 Marie André Eric ESPITALIER-NOËL Mauritian 2 Marie Maxime Hector ESPITALIER-NOËL Mauritian 3 Marie Hector Philippe ESPITALIER-NOËL Mauritian 4 Vaughan HEBERDEN South African 5 Himmat Sher Singh KALSIA Indian 6 Colin Geoffrey TAYLOR Mauritian 7 Timothy TAYLOR Mauritian Position Non Executive Director Non Executive Director & Chairman Executive Director Executive Director Independent Director Non Executive Director Non Executive Director Residential address Royal Road, Helvetia, Moka Bagatelle, Moka 76 Chemin de L Indigo Morcellement Hillside, Butte Aux Papayes, Labourdonnais, Mapou 36, Domaine de Bon Espoir, Piton 30 Vasant Marg, Vasant Vihar, New Delhi, , India Coastal Road, Calodyne, Grand Gaube Coastal Road, Poste LaFayette Qualification BSc in Social Sciences from the University of Natal in South Africa and a MBA from the University of Surrey (UK). Member of the Institute of Chartered Accountants in England and Wales. BSc in Agricultural Economics from the University of Natal in South Africa and an MBA from the London Business School. BA and LLB degrees from the University of Witwatersrand. BSc (Hons) in Statistics and Economics and an MBA from INSEAD, France. BSc (Hons) in Engineering with Business Studies from Portsmouth University and an MSc in Management from Imperial College, London. BA (Hons) in Industrial Economics from Nottingham University

8 The Corporate Governance Committee has been informed that some directors will step down from the Board of CFS upon its listing and the names of new directors proposed for appointment to the Board of CFS have been communicated to the Committee. The proposed new directors have been interviewed by the Committee and have been recommended for appointment by the Board of CFS upon its listing. It is intended that the proposed new directors will hold office until the next annual meeting of shareholders of CFS. The new Board of CFS will be as follows: Director name and nationality Position Qualification Director name and nationality 8 Colin Geoffrey TAYLOR Mauritian 9 Matthew TAYLOR Mauritian Position Non Executive Director Non Executive Director Qualification BSc (Hons) in Engineering with Business Studies from Portsmouth University and an MSc in Management from Imperial College, London. BSc (Hons) in Retail Management from the University of Surrey. 1 Marcel DESCROIZILLES Mauritian 2 Oliver HARE British 3 Vaughan HEBERDEN South African Independent Director Independent Director Executive Director Fellow of the Institute of Chartered Accountants in England and Wales. BA (Hons) in Economics from the University of Manchester. BA and LLB degrees from the University of Witwatersrand. 10 Philip TAYLOR Mauritian 11 Timothy TAYLOR Mauritian Non Executive Director Non Executive Director & Chairman BSc in Hotel Management from the University of Surrey and an MBA from the Surrey European Management School. BA (Hons) in Industrial Economics from Nottingham University. 4 Himmat Sher Singh KALSIA Indian 5 Khushhal Chand (Sushil) KUSHIRAM Mauritian 6 Paul LEECH British 7 Jean Pierre LIM KONG Mauritian Independent Director Independent Director Independent Director Executive Director BSc (Hons) in Statistics and Economics and an MBA from INSEAD, France. MA in Economics from the University of Delhi, India and the University of Western Ontario, Canada. BA (Hons) in Geography from the University of Birmingham and accepted in the Associate Chartered Institute of Bankers, UK in BSc (Hons) in Mathematics and Management Studies from King s College, London and associate of the Institute of Chartered Accountants in England and Wales

9 2.3. Other corporate information of CFS Registered Office Secretary Bankers Transaction Advisors and Valuers Auditors and Reporting Accountants Share Registrar No.5, President John Kennedy Street, Port Louis Tioumitra Panday Woogra MAHARAHAJE Chartered Secretary 5th Floor, Rogers House, President John Kennedy Street, Port Louis Barclays Bank PLC 2nd Floor, Barclays House 68-68A, Cybercity Ebene State Bank SBM Tower 1 Queen Elizabeth II Avenue Port-Louis The Hong Kong and Shanghai Banking Corporation Limited HSBC Centre 18 Cybercity, Ebene Ernst & Young 9th Floor, NeXTeracom, Tower I Cybercity, Ebene BDO & Co, Chartered Accountants DCDM Building 10, Frère Félix de Valois Street, Port Louis MCB Registry MCB Custody Business Unit Sir William Newton Street, Port Louis 2.4. Stated capital of CFS As at date of this document, the stated capital of CFS is Rs 315m made up of 315m ordinary shares with no par value Profile of senior executive team of Cim The profile of the senior executive team of Cim is as follows: Vaughan HEBERDEN Chief Executive Officer Vaughan was educated at St John s College, Johannesburg and obtained BA and LLB degrees at the University of the Witwatersrand. Although a lawyer by training, he has over twenty five years experience in business, mainly in the financial services sector, with major local and international financial institutions. During his career Vaughan has been a director at UAL Investment Planning Services, a subsidiary of UAL Merchant Bank Ltd, CEO of Ansbacher (South Africa) the private banking arm of the First Rand Group and Director, Southern and East Africa, for Barclays International and Private Banking. In addition, Vaughan has served on the boards of directors of a number of international financial services and fiduciary companies. Vaughan is the Chairman of the Board of Trustees of the Global Institutional Investors Forum, a Director of the Mauritius Institute of Directors and a member of the Court of the University of Mauritius. Jean Pierre LIM KONG Chief Finance Executive Jean Pierre is an Associate of the Institute of Chartered Accountants in England and Wales and holds a B.Sc. (Hons) in Mathematics and Management Studies from King s College, London. Prior to joining the Cim Group, Jean Pierre worked for KPMG in London for six years, initially in their audit practice and subsequently in their financial management consultancy arm. He then worked in the business advisory departments of KPMG and DCDM Consulting in Mauritius before joining Innodis, a company listed on the SEM as General Manager Finance and Administration from 2000 to Jean Pierre joined Cim in September 2005 as Managing Director of Cim Finance Ltd and Cim Leasing Ltd and subsequently took office as Chief Finance Executive of the Cim Group in June In May 2011, Jean Pierre was appointed Chief Finance and Trading Executive of the Cim Group. André TAIT Chief International and Investment Executive André holds a B.Com and MBA (cum laude) degrees and is a Fellow of the Chartered Institute of Management Accountants. He has 30 years of financial services experience in insurance (general and life), property and asset management, stockbroking, retirement annuity funds, medical schemes, provident and pension funds gained in the South African, Namibian and Mauritian markets. Up to 2008, he served in various roles as company secretary, director and trustee for various business units in the PPS Group. He joined the Cim Group in Mauritius as Chief Executive Insurance and Investments in July 2008 and is a director of various operating units within the Cim Group. In June 2011, his portfolio expanded to include global management services

10 Renu AUDIT Chief Legal & Compliance Executive Renu joined Cim group as Head of Legal and Compliance in September This followed nine years of service in the Mauritius Financial Services Commission where she headed its Legal and Enforcement Department. Legally qualified in India, Mauritius and the UK, she has developed not only extensive knowledge of the supervisory and legal framework in the financial services sector but also a lot of practical know-how of doing business in Mauritius and dealing with the Government and its agencies. Annsha TAUKOORDASS Chief Human Resources Executive Annsha holds a BA in Psychology with specialisation in Industrial Psychology & Systems from the University of Bombay and an MBA from the University of Birmingham. She joined Rogers in 1999 and has worked in various companies of the group both for local and regional operations as Human Resources Manager. From 2006 to 2008 she worked as Corporate Manager, HR Projects and Systems at the Corporate Office of Rogers. Annsha was appointed Chief Human Resources Executive of Cim in April Sheila UJOODHA Chief Risk and Audit Executive Sheila holds a B.Sc. (Hons) in Accounting. She is a Fellow of the Association of Chartered Certified Accountants (ACCA). Her membership extends to the Chartered Institute of Internal Auditors in the UK, Mauritius Institute of Professional Accountants and Mauritius Institute of Directors. She joined Rogers in March 2005 as General Manager of the Risk & Audit department and was subsequently appointed Chief Risk & Audit Executive of Rogers in Prior to joining Rogers, she was the Internal Audit Manager at British American Tobacco (Mauritius). Cyril CHUNG KAI TO Managing Director, Cim Finance Cyril is a Fellow of the Association of Chartered Certified Accountants (UK). Prior to joining Cim, Cyril has been involved in auditing for fourteen years. He has worked successively for Arthur Andersen in Paris and DCDM in Mauritius as Audit Manager, before moving to Waterfalls Trading as Administrative Manager in He joined Cim Finance in 1993 as Manager and subsequently took office as General Manager in 2006 and Managing Director in June Bilal SASSA Managing Director, Cim Global Business Companies Bilal holds a B.Com in Economics from the University of Natal, Pietermaritzburg, South Africa. He also holds a stockbroking licence from the Financial Services Commission. Bilal joined Cim Stockbrokers as an analyst and then became General Manager of this operation in He was appointed Managing Director of International Management Mauritius Limited (IMM) in June In September 2009, he took over the role of Chief Sales & Marketing Officer of the Global Business Companies which he occupied until April Bilal was appointed Managing Director of the Cim Global Business Companies in May Bilal has been a Director of the Stock Exchange of Mauritius and the Vice Chairman of the Central Depository & Settlement Co. Ltd. Gary GOWREA Managing Director, Cim Tax Services Gary is a Fellow of the Association of Chartered Certified Accountants (UK) and holds a Diploma in International Taxation. He completed his M.Sc. in Accounting from De Monfort University in Leicester, UK. Gary is a Member of the Society of Trust and Estate Practitioners (UK) and the International Fiscal Association. He has more than fifteen years experience in international tax and advises on tax structures set up by multinational corporations, fund managers and high net worth individuals. Gary is also a member of the operational committee of Global Institutional Investors Forum and sits on various committees dealing with fiscal matters as well as double taxation avoidance agreements. He has been a speaker at several local and international conferences Changes in the capital of the issuer Prior to restructuring - share capital of CFS Rs 315 m Issue of m shares with no par value to Rogers in net consideration for the transactions forming part of the restructuring Rs 365.5m Post restructuring share capital of CFS (representing 680,522,310 ordinary shares with no par value) Rs m 2.7. Valuation of CFS and introductory price An independent valuation exercise has been carried out by the transaction advisors and valuers, Ernst & Young, to establish the fair value of CFS. Valuation methodology The following outlines the valuation methodologies applied to the clusters forming part of CFS: 16 17

11 The Finance and Trading cluster and the International cluster of CFS have been fair valued under the capitalisation of earnings method based on latest management forecasts available. The same Price Earnings ( PE ) multiple of 8.5 was used for both clusters as the valuers considered it appropriate after having taken into account all factors relevant for each cluster. For indicative purposes, the consideration for the purchase of all the shares of Multiconsult Limited in 2007 by CFS was based on ten times adjusted maintainable earnings of Multiconsult Limited for the year ended 30 June 2007 (Source: Disclosable Transaction Circular issued by Rogers in respect of the acquisition of Multiconsult Limited dated 29 June 2007). The Property cluster has been transferred from Rogers to CFS at their revalued net asset values based on latest independent valuation reports. An appropriate discount has been applied to these values to reflect current market practices. Entities forming part of the strategic investments of CFS have been valued using a mix of capitalisation of earnings method and net asset value basis based on their nature of activities and earnings generating capacity. Valuation results Based on the fair value exercise carried out, CFS is valued at Rs3,024.5m. This takes into consideration adjustments made at the holding company level with regard to external debts and capitalised head office costs. Introductory price Prior to the introduction of CFS on the Official List of the SEM, Rogers holds 100% of the ordinary shares of CFS and has a total number of 25,204,530 shares in issue. On this basis, the dividend in specie payable by Rogers is Rs120 per share. Prior to the dividend in specie payment, CFS will issue new ordinary shares to Rogers in consideration for the settlement of the current account it holds with its holding company. The issued share capital of CFS will increase by Rs365.5m as explained in Section 2.6 above. Rogers will distribute the whole of the shares it holds in CFS, i.e. 27 shares of CFS per share of Rogers. Hence, the introductory price of CFS on the Official List of the SEM is calculated at Rs4.45 as per table below. Value of CFS Rs 3,024.5 M No of ordinary shares of CFS 680,552,310 Value per CFS share Rs ,000 ordinary shares will be made available by the majority shareholder on the first day of trading to provide liquidity for the shares Major shareholders CFS is a wholly owned subsidiary of Rogers. As at 30 June 2012, the substantial shareholders of Rogers were Rogers Consolidated Shareholding Limited (RCSL) and ENL Investment Ltd (ENLIL) each holding respectively 53% and 6.7% of the issued share capital of the company. RCSL is itself held by ELGIN and ENLIL in equal percentages Current shareholding structure of Rogers & CFS The ultimate holding structure of the company is as follows: RCSL Rogers CFS Others 53% 47% 100% 18 19

12 2.10. Shareholding structure following dividend in specie by Rogers The table below illustrates the shareholding of CFS and Rogers immediately following the declaration of dividend in specie. RCSL Others 53% 47% Rogers RCSL Others 53% 47% Shareholding post listing of CFS In the first quarter of financial year 2013, the shareholding structure of RCSL will change. Ultimately, ENLIL will hold a 59% stake in Rogers whereas ELGIN will hold a 53% stake in CFS Directors interests The interests of the directors of CFS in the securities of CFS effective are as follows: Interest as at 31 March 2012 (%) CFS Interest post dividend in specie upon listing (%) Name Direct Indirect Direct Indirect 1 Marie André Eric ESPITALIER- NOËL 2 Marie Maxime Hector ESPITALIER-NOËL 3 Marie Hector Philippe ESPITALIER-NOËL Nil Nil Nil Nil Nil Nil Nil Nil Nil 4 Vaughan HEBERDEN Nil Nil Nil Nil Interest as at 31 March 2012 (%) Interest post dividend in specie upon listing (%) Name Direct Indirect Direct Indirect 5 Himmat Sher Singh KALSIA Nil Nil Nil Nil 6 Colin Geoffrey TAYLOR Nil Timothy TAYLOR Nil Philip Simon TAYLOR Nil Nil Nil Alexander Matthew TAYLOR Nil Nil Nil 10 Paul LEECH Nil Nil Nil Nil 11 Jean Pierre Claudio LIM KONG Nil Nil Nil Nil 12 Marcel DESCROIZILLES Nil Nil Nil Nil 13 Khushhal Chand KHUSHIRAM Nil Nil Nil Nil 14 Oliver HARE Nil Nil Nil Nil Directors remuneration and benefits The aggregate remuneration and benefits granted to the directors of CFS in the financial year ended 30 September 2011 amounted to Rs 14,479,028. The aggregate remuneration payable to the directors or any proposed directors of the issuer by any member of the Cim group in respect of the current financial year under the arrangements in force at the date of the Listing Particulars is estimated at Rs 14,750, Directors service contracts Except for Mr. Vaughan Heberden who has an on-going service contract with CFS as Chief Executive, no director of CFS has any service contract with CFS

13 2.15. Legal proceedings Courts (Mauritius) Ltd ( Courts ) has initiated a claim in the amount of Rs50m in the Supreme Court against J.M. Goupille Ltd ( Goupille ), a subsidiary of CFS relating to an advertisement published by Goupille in The matter is still at the stage of exchange of particulars Costs associated with the Listing exercise Professional expenses associated with the listing of CFS shares amount to approximately Rs6m and will be paid by CFS. The estimated fees are as follows: Details Rs m Auditors & Reporting Accountants 3.2 Transaction Advisors & Valuers 2.2 Legal and other fees 0.5 SEM application fees 0.1 TOTAL Business Description 3.1. Historical review of Cim Cim was established as an autonomous group in The group s name was derived from the trading name of its hire purchase services ( Cim Credit ), a business activity started in 1987 and which has since become a household name in that sector. Over the years, the businesses of Cim have grown both organically and through acquisitions. The main acquisitions of Cim in chronological order are set out below: 2006: Cavell Securities, a stockbroking company, whose operations were merged into Cim Stockbrokers; 2007: Multiconsult, one of the pioneering firms in the global business sector; and 2007: Expand Technology Ltd, a company specialised in electronic payment solutions, fuel cards and loyalty cards to supplement the card services offered by Cim Finance. The company was subsequently disposed of in Cim has been a pioneer and innovator in many areas, namely: IMM was the first offshore management company to be licensed in Mauritius in 1992; In 2001, Cim Finance was the first non-banking financial institution in Mauritius to issue a local credit card under the brand name Rogerscard. In 2005, the company became the first and only Non Bank Financial Institution in sub-saharan Africa to receive MasterCard accreditation to issue internationally accepted credit cards (Classic, Silver, Gold and Business cards); In 2006, Cim Finance was the first to launch non-recourse factoring services in Mauritius in collaboration with Euler Hermes SFAC of France; Cim Finance was also the first company to launch a mobile payment system (PayMobile) in Mauritius in 2011; Through its subsidiary Cim Property Fund Management Ltd, the group was involved in the launch of the first listed commercial property company, Ascencia Ltd, in Mauritius in 2008; Cim Insurance was the first insurance company in Mauritius to obtain a Global Credit Rating (A-); and 22 23

14 Cim Insurance launched cell captive insurance services in 2011 following the acquisition of Mondial Insurance Ltd and Renforce Ltd. These services will be retained within the Cim Group going forward. The key milestones in the history of Cim are summarised below: Cim Milestones Listing of Cim on SEM in October 2012 Transfer of insurance & investment businesses to Rogers and subsequent merger with Swan Group Visa accreditation Captive insurance Launch of credit insurance Re-engineering of Insurance & Life Establishment of Cim Trustees US$ 100bn under administration Launch of Cim International Funds Acquisition of Multiconsult Ltd Launch of G-Tech Acquisition of Cavell Securities 1 st & only non-bank in Sub-Sahara for Master Card accreditation Creation of Cim Financian Group, 100% investment of RCL 3.2. Current group structure Cim brings under its corporate umbrella some 10 main subsidiaries offering both local and international services. The subsidiaries are organised in three clusters with a workforce of some 1,100 people. FINANCE & TRADING CIM FINANCE CIM FOREX GALAXY J M GOUPILLE cim group INTERNATIONAL CIM CORPORATE SERVICES CIM FUND SERVICES CIM TAX SERVICES CIM TRUST SERVICES CIM SPECIALISED INSURANCE SERVICES PROPERTY & INVESTMENTS INVESTMENT PROPERTIES IMMOVABLE PROPERTIES (LAND & BUILDINGS) OTHER INVESTMENTS Most of the companies in the group are regulated by the Financial Services Commission and adhere to the highest standards of compliance and governance. In addition, Cim Finance Ltd and Cim Forex Ltd fall under the regulatory ambit of the Bank of Mauritius Finance & Trading cluster Cim s Finance & Trading cluster is made up of 4 companies, namely Cim Finance Ltd, Cim Forex Ltd, J.M. Goupille Ltd and Waterfalls Marketing Ltd. Cim Finance Ltd Cim Finance is a leading provider of non-bank financial services in Mauritius and operates 35 counters in Mauritius and one in Rodrigues. The main services offered by this company are: Hire purchase; Leasing; Deposit taking; Credit cards; and Factoring and credit insurance

15 The company started its hire purchase operations in 1987 and today serves most of the independent dealers in Mauritius. It has become a household name in the field of consumer finance, with a local customer base exceeding 150,000 individuals. Cim Finance also provides financial services to businesses of varying sizes, from small entrepreneurs to large conglomerates. In 1996, it was among the first nonbank financial institutions to offer finance and operating leases. The company holds a deposit taking licence under the supervision of the Bank of Mauritius and is an established deposit taking institution, regulated by the Banking Act, which raises funds at both variable and fixed rates directly from the public. The credit card activities of Cim Finance started in 2001 with the launch of the first local credit card. The latter evolved into an international card in May 2005 when Cim Finance became the first and only non-bank financial institution in the sub Saharan Africa region to issue a credit card with the MasterCard accreditation. Cim Finance now offers Classic, Gold, Titanium and Business MasterCard credit cards. In March 2011, the company launched 3 Visa credit cards: Classic, Gold and Business. Since 2004, the company provides factoring services. Credit insurance is also provided through Euler Hermes SFAC, one of the global leaders in the field. Cim Finance launched PayMobile in 2011, the first mobile payment system in Mauritius which is offered free of charge to anyone holding a valid MasterCard or Visa credit card. The Company is certified to ISO 9001:2008 standards since April 2009 and complies with rules and regulations of the Bank of Mauritius and the Financial Services Commission. It has 387 employees. Cim Forex Ltd Cim Forex, licensed by the Bank of Mauritius, is a full-fledged foreign exchange dealer and money changer since The company offers competitive exchange rates to both retail and institutional clients and provides a range of outsourced treasury services to local and international clients. It has a workforce of 4 staff. J.M. Goupille Ltd Founded in 1930, J.M. Goupille is one of the leading importers and wholesalers of consumer electronics and household appliances in Mauritius. J.M. Goupille is the representative of prestigious international brands such as Samsung, Panasonic, Black & Decker, Elba and Zanussi, which it distributes through a large number of dealers on the island. J.M. Goupille offers a complete range of electronics and home appliances for both the corporate and retail markets. Its product range includes audio-visual and home appliances, as well as IT equipment. It also runs 4 retail stores (2 GTech shops and 2 Samsung stores). The company has 180 employees. Waterfalls Marketing Ltd (Galaxy) Waterfalls Marketing Ltd has 13 showrooms trading under the Galaxy brand, located across the island. It is one of the leading retailers in its field, with a comprehensive range of electronics, home appliances, mobile and IT branded products. Galaxy offers more than 1,000 products to choose from, within 60 international and prestigious brands. It prides itself on providing a unique mix of efficient sales and delivery service. It also has its own fidelity card, known as the Galaxy Card. The company employs 143 people International cluster The International cluster provides corporate and fund services (through two main legal entities - International Management Mauritius Ltd (IMM) and Multiconsult Ltd) tax services, trust services and specialised insurance services. The companies in this cluster collectively employ 317 people. A short description of the main operating entities in the International cluster is set out below. International Management Mauritius Ltd (IMM) IMM was the first Offshore Management Company licensed in Mauritius in 1992 and has since grown to become one of the prime operators in the sector. The company has maintained a leading position in the industry by providing a very high level of service and deals with a number of major institutional investors. Multiconsult Ltd Multiconsult was acquired by Cim in 2007 and is another pioneer in the industry. It has grown into one of the leading Global Business Management Companies which administers more than 150 funds and over 1,200 Global Business Companies. Multiconsult prides itself on having a large pool of experienced and dedicated professionals using technology and global best practices while giving individual attention to each client account. IMM and Multiconsult each has an illustrious client base, which includes leading fund management houses, supra-national funding agencies, and multinationals which are amongst the largest listed entities on the world s major stock exchanges

16 They provide a fully integrated service, which includes corporate work, accounting and taxation services. Cim Tax Services Ltd Cim Tax Services is a member of the Taxand international tax network that developed out of the Andersen international auditing practices. The tax practice was acquired with Multiconsult and was elevated into a business unit in its own right in In addition to the Mauritian operation, Cim Tax Services has a working relationship with operators in various jurisdictions such as Singapore, Luxemburg, Seychelles, BVI and Cyprus. Cim Trustees Ltd The latest addition to the global business companies is Cim Trustees, with services ranging from the establishment of local and international trusts and provision of trustee services. The company has a staff complement of 12 employees, all of whom have completed the Society of Trust and Estate Planners training. Cim Specialised Insurance Services Cim provides captive insurance structures through two legal entities namely Cim Global Reinsurance Company Ltd and Cim Captive Reinsurance Company PCC. It is an increasing trend that many companies have chosen to self-insure by owning a class of shares (or a cell ) in a special purpose vehicle insurance company ( cell captive ). The cell captive insurance concept is designed to bring free choice to the insured party allowing it to choose the most suitable cover to match its risk profile, and giving it the freedom to finance that risk utilising non-conventional, flexible and more profitable self-insurance type structures. Cim Specialised Insurance Services is a pioneer in this field in Mauritius. The property portfolio of the group also includes several plots of bare land located in prime locations. The development potential of these properties represents significant upside to the value of the portfolio and the development of the properties will be carried out in phases. The company also holds a controlling interest in SWTD Bis Ltd and in Le Morne Development Company Ltd which hold some 1,200 arpents of land in the south west region, namely at Case Noyale, Chamarel and Bel Ombre. It is in the group s long term strategy to develop its property arm. Further to the restructuring of the Rogers assets, Cim holds a portfolio of investments in associated companies, namely in Mediterranean Shipping Company (Mauritius) Ltd (49%), Lafarge Cement (Mauritius) Limited (28.8%), Li & Fung (Mauritius) Ltd (40%) and Savignac Ltd (34.5%). Investment in these associated companies is non-core to the Cim group and the group may consider divesting from these companies in the future. There is currently a potential buyer for Cim s stake in Mediterranean Shipping Company (Mauritius) Ltd and Lafarge Cement (Mauritius) Limited Property & Investments Property & Investments is the third pillar of Cim s businesses. The property segment holds land and buildings that generates monthly revenues. These properties are situated in prime locations at the centre of Port Louis and have good anchor tenants with rental agreements extending over a number of years. A fully occupied industrial park situated at the northern entrance of the city also forms part of the portfolio

17 4. Financial information on Cim 4.1. Accountants Report In accordance with Listing Rules 8.8 and 12.6, our auditors and reporting accountants have reviewed the financial information included in the Listing Particulars for the period ended 31 March 2012 and the years ended 30 September 2009, 2010 and A full copy of the accountants report is available for inspection at the registered office of the Company Historical financial data The financial highlights of Cim for the years ended 30 September 2009, 2010 and 2011 are presented below. 2,861.3 Revenue (Rs m) 3,208 3, Earnings per share (Rs) PAT (Rs m) ,312.5 Net Asset (Rs m) 1, , Statements of Financial Position Statements of Financial Position - 30 September GROUP COMPANY Rs m Rs m Rs m Rs m Rs m Rs m ASSETS Non current assets Property, plant and equipment Intangible assets 1, , , Investment in subsidiary companies , , ,577.6 Investment in jointly controlled entities Investment in financial assets Long term loans receivable Net investment in leases , , , , , ,643.8 Current assets Inventories Net investment in leases Trade and other receivables 2, , , Investment in financial assets Bank balances and cash , , , , , , , , ,974.9 Life business assets 1, , , , , , , , ,974.9 EQUITY AND LIABILITIES Capital and reserves Share capital Reserves Equity attributable to owners of the parent 1, , , Non-controlling interests Total equity 1, , , A summary of the audited statements of financial position, income statements, statements of comprehensive income, statements of cash flows and statements of changes in equity of Cim for the last three financial years follow. Non current liabilities Borrowings 1, , , Deferred taxation Retirement benefit obligations , , , Current liabilities Borrowings 2, , , Trade and other payables 1, , , Taxation , , , , , , , , ,319.7 Life assurance fund 1, , , , , , , , ,

18 Income Statements Income Statements - Year ended 30 September GROUP COMPANY Rs m Rs m Rs m Rs m Rs m Rs m Statements of Cash Flows Statements of Cash Flows - Year ended 30 September GROUP COMPANY Rs m Rs m Rs m Rs m Rs m Rs m Revenue 3, , , Profit from operations Finance costs (285.9) (268.7) (303.0) (65.0) (58.7) (68.0) Profit before exceptional items Exceptional items : Profit on disposal of financial assets Negative goodwill Profit before taxation Taxation (81.7) (83.9) (82.9) - (0.6) (3.1) Profit for the year Attributable to : Owners of the parent Non-controlling interests Earnings per share Rs Dividend per share Rs Statements of Comprehensive Income - Year ended 30 September GROUP COMPANY Rs m Rs m Rs m Rs m Rs m Rs m Profit for the year Other comprehensive income Gains property revaluation Deferred tax on revaluation (2.3) Gains/(losses) arising on fair value of available-for sale financial assets (7.3) 4.1 (2.4) Gains/(losses) arising on cash flow hedges (57.5) (57.5) Other comprehensive income for the year (59.9) (57.5) Total comprehensive income for the year Attributable to : Owners of the parent Non-controlling interests OPERATING ACTIVITIES Cash generated from/(absorbed by) operations (66.5) (5.9) 7.8 Interest paid (285.9) (268.7) (303.0) (59.7) (56.2) (78.6) Interest received Income tax paid (95.0) (126.0) (103.7) (0.1) (3.9) (0.1) Net cash flow from/(used in) operating activities (92.7) (36.2) (26.2) INVESTING ACTIVITIES Dividends received Purchase of financial assets (266.4) (199.5) (30.9) Proceeds from sale of financial assets Purchase of property, plant and equipment (120.3) (116.3) (141.5) Proceeds from sale of property, plant and equipment Purchase of intangible assets (75.7) (40.2) (6.1) Loans granted - (16.7) - (869.0) (92.0) (9.0) Loans recovered Disposal of subsidiary & joint ventures net of cash Acquisition of subsidiaries net of cash 32.3 (3.5) (280.8) (20.3) (28.4) (302.7) Net cash flow/(used in) from investing activities (250.2) (259.0) (378.3) (218.8) FINANCING ACTIVITIES Net proceeds from/(repayments of) borrowings (76.0) 22.2 Net funds from deposits Dividends paid to shareholder of Company (250.0) (300.0) (225.0) (250.0) (300.0) (225.0) Net cash from/(used in) financing activities (2.3) (31.8) (376.0) (202.8) Net increase/(decrease) in cash and cash equivalents 5.5 (77.8) (267.8) 45.5 (181.8) Cash and cash equivalents - opening (23.4) Cash and cash equivalents - closing (193.0)

19 Statements of Changes in Equity GROUP Statements of Changes in Equity - 30 September Share capital Capital Revaluation reserves reserves Translation reserves Retained earnings Attributable to owners of the parent Noncontrolling interests Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m At 1 October (21.8) , ,196.6 Dividends (250.0) (250.0) - (250.0) Profit for the year Other comprehensive income - - (9.6) Transfers (27.1) Changes in ownership interests (5.8) (5.8) 0.7 (5.1) At 30 September (31.4) , ,312.5 Share capital Capital Revaluation reserves reserves Translation reserves Retained earnings Attributable to owners of the parent Noncontrolling interests Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m At 1 October (43.8) (9.0) , ,043.5 Dividends (300.0) (300.0) - (300.0) Profit for the year Other comprehensive income Transfers (46.7) Changes in ownership interests (1.9) (1.9) (1.4) (3.3) At 30 September (21.8) , ,196.6 Total Total Statements of Changes in Equity (cont d) Company Statements of Changes in Equity - 30 September Share capital Translation reserves Retained earnings Total Rs m Rs m Rs m Rs m At 1 October Dividends - - (250.0) (250.0) Profit for the year Other comprehensive income At 30 September At 1 October (9.4) Dividends - - (300.0) (300.0) Profit for the year Other comprehensive income At 30 September At 1 October Dividends - - (225.0) (225.0) Profit for the year Other comprehensive income - (57.5) - (57.5) At 30 September (9.4) Share capital Capital Revaluation reserves reserves Translation reserves Retained earnings Attributable to owners of the parent Noncontrolling interests Rs m Rs m Rs m Rs m Rs m Rs m Rs m Rs m Total At 1 October (40.1) Dividends (225.0) (225.0) (225.0) Profit for the year Other comprehensive income - - (2.4) (57.5) - (59.9) - (59.9) Transfers (4.3) Changes in ownership interests - - (1.3) (0.2) 0.3 At 30 September (43.8) (9.0) , ,