UNITED INVESTMENTS LTD

Transcription

1 UNITED INVESTMENTS LTD PROSPECTUS This Prospectus (deemed to be a Further Admission Document) is in respect of the issue and listing of 52,631,579 Ordinary Shares of United Investments Ltd ( UIL or the Issuer ) on the Development & Enterprise Market ( DEM ) of the Stock Exchange of Mauritius Ltd ( SEM ) by way of a Rights Issue at MUR9.50 per share, in a proportion of New Ordinary Shares for every 1 Ordinary Share held at the close of business on 16 January 2017, amounting to MUR500M to re-structure the Company s current debts so as to align them with past investments and to finance future growth projects. This Prospectus, as defined in the Rules of the DEM companies (the DEM Rules ) of the SEM, includes information given in compliance with the relevant sections of the DEM Rules with respect to the proposed Rights Issue of 52,631,579 Ordinary Shares by UIL. It also includes an overview of the activities of UIL. 12 December 2016

2 IF YOU ARE A SHAREHOLDER OF UIL, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt about the action you should take or about the content of this document, you should consult your financial advisor, your investment dealer or any independent advisor immediately, who may advise you accordingly. 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. DISCLAIMER OF THE LISTING EXECUTIVE COMMITTEE OF THE STOCK EXCHANGE OF MAURITIUS LTD AND THE FINANCIAL SERVICES COMMISSION Neither the Listing Executive Committee ( LEC ) of the SEM nor the SEM, nor the Financial Services Commission ( FSC ) assumes any responsibility for the contents of this document. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions or reports 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. The SEM, the LEC and the FSC do not vouch for the financial soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it. The FSC takes no responsibility for the contents of the prospectus and shall not be liable to any action in damages suffered as a result of any prospectus registered with the FSC. A copy of the Prospectus has been registered with the FSC. 3

3 TABLE OF CONTENTS 1. Declaration by Directors 6 2. Key Terms 8 3. Executive Summary 9 Corporate Information Stated Capital Terms of the Rights Issue Theoretical Ex-Rights Price Financial Information Risk Factors Application Guide List of Stockbrokers Documents Available for Inspection 47 5

4 1. DECLARATION BY DIRECTORS This document is issued for the purpose of giving information to the shareholders of UIL in relation to the proposed issue and listing of 52,631,579 ordinary shares of UIL on the DEM of the SEM by way of a Rights Issue at MUR9.50 per share amounting to MUR500M to restructure the Company s current debts so as to align them with past investments and to finance future growth projects. The shares to be offered have been granted approval on 12 December 2016 by the Listing Executive Committee of the SEM with regards to their admission to listing on the DEM (subject to shareholders approval). Further Admission Document No: LEC/RI/04/2016. Ordinary shares ISIN: MU0050I0008, Security ID: UTIN.I0000 This document has been drawn up in accordance with the Securities Act 2005, the Securities (Public Offers) Rules 2007 and the DEM Rules. This document has been registered with the Financial Services Commission (the FSC ) in accordance with Section 76 of the Securities Act 2005 and was granted a provisional registration by the FSC on 2 December The New Ordinary Shares shall not be issued under this document more than 6 months after the date this document is granted effective registration. The proposed Rights Issue will be subject to shareholders approval at a special meeting to be held on 30 December The directors of UIL, whose names appear in section 4.6, collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. The directors further declare that they accept responsibility for the contents of this document and completeness of the document and that to the best of their knowledge and belief, after making reasonable enquiries that (i) this document complies with the DEM Rules, the Companies Act 2001, the Securities Act 2005 and any Rules or Regulations made under these Acts including the Securities (Public Offer) Rules 2007 and (ii) the information contained in this document is in accordance with the facts and that the document makes no omission likely to affect the import of such information. The Directors of UIL hereby state that: There has been no material adverse change in the financial or trading position of UIL since the unaudited interim financial statements for the 3 months ended 30 September 2016; The working capital available to UIL 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; and Board of UIL has no intention to change the nature of its business. However, following a planned restructuring it is expected that the financial and non-financial investments clusters of the Group will be transferred into two separate entities, which will be held directly by UIL s shareholders. UIL would no longer exist following the restructuring. Approved by the Board of United Investments Ltd on 12 December 2016 and signed on its behalf by Michel Guy Rivallland Executive Director Didier Merven Executive Chairperson 6 THE RAVENALA ATTITUDE HOTEL

5 2. KEY TERMS 3. EXECUTIVE SUMMARY Act The Companies Act 2001 AOC Air Operator Certificate AHL Attitude Hospitality Ltd AIP AXYS Investment Partners Ltd APL Attitude Property Ltd UIL has grown rapidly over the past few years through a number of acquisitions and growth in its underlying investments. The Board of UIL has approved a Rights Issue totaling MUR500M on 29 November 2016 to restructure the Company s current debts so as to align them with past investments and to finance future growth projects.the Company would have used either bank financing or private placements had it not gone forward with the Rights Issue in order to raise a minimum of MUR300M as mentioned below. ATM Bn Board CAC DEM Emineo FAD FSC GRG ICL ICS IFL IRFL Issuer LEC LGI M MECOM Megabyte Megabyte Investment MGS MUR NWT Offer PAT PBT Quantilab SEM TRA Automatic Teller Machine Billion Board of Directors of UIL Compagnie des Agents de Change Ltee Development Enterprise Market Emineo Ltd Further Admission Document Financial Services Commission GRGBanking Island Chemicals Ltd Industrial Coding Solution Ltd Island Fertilizers Ltd Island Renewable Fertilizers Ltd United Investments Ltd Listing Executive Committee Les Gaz Industriels Ltd Million Mechanisation Company Ltd Megabyte Ltd Megabyte Investment Ltd Multi Global System Ltd Mauritian Rupee New World Trust The offer to subscribe to New Ordinary shares by way of a Rights Issue Profit After Tax Profit Before Tax Quantilab Ltd Stock Exchange of Mauritius Ltd The Ravenala Attitude UIL will raise MUR500M through a Rights Issue. It is further highlighted that the Rights Issue is not underwritten and shall not proceed if the minimum subcription of MUR300M is not achieved. The proceeds of the Rights Issue will be used as follows: Around half of the proceeds are expected to be allocated towards improving the gearing of UIL. The balance is expected to be used for future investments including financing the share capital for a banking project if the licence is granted by the regulatory bodies. 4% of the funds have already been earmarked for the Agro segment. Pending these investments, however, the proceeds would be used to offset existing borrowings. Should the total amount raised reach between MUR300M and MUR500M the funds will be utilised to reduce debts in priority over funding projects. Any shortfall will be funded by new debt. The Rights Issue of 52,631,579 New Ordinary Shares of UIL at an issue price of MUR9.50 in a proportion of New Ordinary Shares for every 1 Ordinary Share held at the close of business on 16 January The Board has approved the terms of the issue by written resolution dated 29 November 2016 and the Rights Issue is expected to be completed by 23 February 2017, subject to the approval of the shareholders being obtained. We draw your attention to the fact that, subsequent to the Rights Issue, it is expected that the financial and non-financial services clusters of the Group will be restructured and held in two separate companies. The shareholders of UIL would hold shares in these two companies in lieu of holding shares in UIL. Details of this future restructuring will be communicated in due course, and approval of shareholders sought as appropriate. Consequently, this Prospectus addresses only the Rights Issue. UIL United Investments Ltd 8 9

6 4. CORPORATE INFORMATION 4.1 Company Profile UIL is a public company incorporated under the Companies Act 2001 in the Republic of Mauritius on 18 June 1984 under Business Registration Number C Its registered office and place of business are at 6th Floor, Dias Pier Building, Caudan, Port Louis and the telephone number is (230) The company s legal and commercial name is also United Investments Ltd. 4.2 Objects of the Company The Company has, both within and outside the Republic of Mauritius, full capacity to carry out and/or undertake any business or activities, to do any act or enter into any transaction, and, for those purposes, shall have full rights, powers and privileges, as featured in its constitution (Section 5). 4.3 Calendar of Events Special General Meeting First cum rights trading session Last day to deposit share certificates in CDS for first day of trading of rights Last cum rights trading session Shares quoted ex-rights Record date for shareholders entitled to receive offer to subscribe (Close of books) Opening of rights subscription & first day to deposit offer letters in CDS for trading of rights Last day to deposit offer letters in CDS for trading of rights First day for trading of rights Last day for trading of rights Closure of rights subscription & payment Communicating estimation of rights to Stock Exchange of Mauritius Allotment of fully paid shares Communicating final results of rights Despatch of allotment letters / Share certificates / Refund for unsubscribed shares First day of trading of fully paid New Ordinary Shares 30-Dec-16 3-Jan Jan Jan Jan Jan-17 6-Feb Feb Feb Feb Feb Feb-17 8-Mar Mar Mar Mar Current Shareholding Structure As at 30 June 2016, the substantial shareholders of UIL were: Terra Mauricia Ltd with 29.03%; Firefox Ltd with 20.38%; Portfolio Investment and Management Limited with 8.91%; Michel Guy Rivalland with 8.77%; and Jason Limited with 5.89%. 11

7 4.5 Corporate Structure and Principal Activities Financial Services To date, UIL has directly and indirectly invested into 30 operating entities offering both local and international services. Six investee companies are regulated by the FSC and adhere to the highest standards of compliance and governance. In addition AXYS Leasing, which holds a leasing license, falls under the regulatory ambit of the Bank of Mauritius. The spectrum of our investments ranges from both financial and non-financial activities. The activities of the UIL group include: Financial services Agro: Heavy duty machinery, equipment & fertilization activities linked to agriculture Tech: Information and Communications Technology sector & Laboratory services Hospitality GENEVA (CH) KENYA (KE) DUBAI (UAE) HONG KONG UIL s management monitors the operating results of its business on a company basis for the purpose of making decisions about resource allocation and performance assessment. As such, management considers that there is no segmental reporting. JO BURG (SA) MAURITIUS The investment portfolio of UIL is illustrated below: UIL FINANCIAL SERVICES AGRO TECH HOSPITALITY 80% AXYS Leasing 80% AXYS Stockbroking 50% APEXAFRICA Capital (KE) 90% NWT (Mauritius) 65% NWT Management (CH) 100% NWT Conseil (CH) 51% AXYS Corp.Advisory (UAE) 100% AXYS Investment Partners 50% Four Oaks Advisors (SA) 50% Cogito Capital (SA) 50% Flexi Drive 100% Island Renew. Fertiliser 100% Island Chemicals 58% La Moisson 58% Mechanisation Co. 58% Pex Hydraulics 58% Flexicom 44% Terra Marketing 58% Scetia 20% Emineo 51% Pelagic Process 35% Quantilab 70% Megabyte 70% Multi-Global Systems 70% Industrial Coding Soln. 19% Les Gaz industriels 40% Attitude Hospitality 20% Attitude Property 13% Summertimes 35% Helitimes Leasing UIL is known for its presence in the Leasing business under its investee umbrella, AXYS Group. AXYS Leasing Ltd evolved from the purchase of Capital Leasing in 2003 and further consolidated its market position through the acquisition of Mauritius Union Assurance Leasing Ltd in Capital Leasing has been rebranded to AXYS Leasing in The latter company is currently the second largest leasing operator on the local market, with around 4,900 leases in its books. Stockbroking In 2004, AXYS Group purchased Compagnie des Agents de Change Ltee (CAC) which has a stockbroking licence and is a member of the SEM and a participant of Central Depository & Settlement Co. Ltd. This investee has developed over the years to become a leading stockbroking company on the island. It was rebranded to AXYS Stockbroking in 2010 and continues to perform well. In mid-2015, AXYS Group expanded its footprint into Africa through the purchase of ApexAfrica Capital, a stockbroker in Kenya with a strong high net worth client base, with the view of developing into a diversified financial services business in the country. ApexAfrica Capital has around 40,000 CDS accounts with assets under administration of Kshs 29Bn (MUR10.15Bn). AXYS Group has currently implemented a restructuring plan in ApexAfrica, which includes new offices, a research desk and client relationship management. Fiduciary/Trust UIL purchased its first Swiss-based fiduciary business in 2012, known as New World Trust (NWT). In 2013, UIL expanded its presence in Geneva through the acquisition of Caversham S.A, another well-established fiduciary business. The Company successfully combined 2 trust companies operating in Switzerland in 2015, into a single entity which now trades as NWT Management SA. In addition, UIL purchased Credit Agricole s Trust Company, in mid-2015, which gave it access to a premium list of clients as well as diversifying UIL s geographic risk. Consequently, UIL rebranded the entity to NWT Conseil SA, and the Company s assets under administration have increased to over US$ 13 Bn. In 2016, the fiduciary business in Switzerland generated a record PBT of MUR130M as a result of synergies achieved by operating from a single site and is expected to continue making significant contributions to UIL s bottom-line in the years to come. Together with NWT Mauritius, the NWT brand is now a recognised global player in fiduciary services

8 Corporate Advisory UIL partnered with a team of M&A specialists with more than 30 years of experience, to build AXYS Corporate Advisory in the third quarter of This investee is based in Dubai and is actively involved in Corporate Advisory, Consultancy and Mergers & Acquisitions in Africa whilst using Mauritius as a structuring jurisdiction. The team has been actively building on a pipeline of potential deals over the last year to set up a solid client base and is starting to build momentum in the corporate finance world. We currently have a number of potential mandates which hopefully will close over the next couple of months. This will give new impetus to the development of our presence in Africa. Asset Managers With the opening of offices in Kenya and Dubai, the AXYS brand is continuing to expand its footprint on the African continent so as to better serve its growing customer base. UIL has set up AXYS Investments Partners Ltd (AIP) in 2013, an asset manager, with a team having a combined experience of more than 25 years. Furthermore, AIP set up Four Oaks Advisors in late 2014, which operates an African Credit Fund, investing in the sub-saharan region. In that same year, AIP also acquired a significant stake in Cogito Capital (Pty) Ltd, a South African fund manager having structured a specialist long/short equity fund investing in companies, listed on the Johannesburg Stock Exchange, which further invest outside South Africa in the Sub-Saharan region. Fleet Management Flexi Drive has been incorporated to pursue fleet management and is a joint venture between UIL and Leal & Co. Ltd. Flexidrive offers full maintenance lease concept with a customer base consisting mainly of SME s and individuals. Banking project UIL has applied for a private banking licence through a newly incorporated subsidiary, which should be operational in the coming months, if all regulatory approvals are granted by the BoM Non-Financial Services Investments AGRO Several subsidiaries of the Group are involved, whether directly or indirectly, in the local agricultural sector. The services offered are, but not limited to, sale of herbicide and pesticide, sale and application of liquid fertilisers, sale of heavy equipment, preparation of land, de-rocking and mechanical harvesting, coal handling and golf course maintenance. Brands such as JCB, Komatsu, Cummins, Club Car, Bomag, Case and Toro are represented in Mauritius by our investees. Sale and application of fertilisers UIL s presence in fertiliser s production dates back to 2003, through Island Fertilizers Ltd (IFL) which was engaged in the blending of solid fertilizers, distribution and application. IFL phased out from solid fertiliser production in December 2015 as management took a view that the future of the industry would be in renewable liquid fertilisers applied to the field. Through its subsidiary, Island Renewable Fertilizers Ltd (IRFL), IFL group now focuses on the production of liquid fertilisers from Vinasse, a by-product of alcohol production. As at date of writing, IRFL fertilises 35% of the sugar cane fields on the Island. Island Chemicals Ltd (ICL), a wholly owned subsidiary of IFL, imports and distributes agrochemical products such as sprayers, seeds, herbicides, pest control accessories and greenhouses to complement the Agro segment. Harvesting and Coal Handling La Moisson Ltee, subsidiary of MECOM, is a contracting company, engaged in harvesting and cane loading, cutting 27% (375kT) of mechanised sugar cane fields in Mauritius, and 100% handling of coal (780kT) in Mauritius. This company is now focussing on developing new markets including outsourcing some of its business. Sale of Heavy Machinery and Equipment Mechanization Company Ltd (MECOM) imports, sells and services heavy equipment of renown brands namely case tractors and harvesters, JCBs, Gregoir Besson, ATLAS cane loaders, loaders and excavators from JCB and KOMATSU, BOMAG road equipment and handling equipment from KOMATSU & SENNEBOGEN. Hydraulics PEX Construction Ltd and Flexicom Company Ltd (subsidiaries of MECOM) specialises in the supply and repairs of hydraulic components, sales of pneumatic equipment, supply and manufacture of hydraulic hoses and selling and servicing of small equipment for the building industry. Tyres Terra Marketing Ltd was incorporated in March 2010 and specializes in the sale of tyres. We represent strong brands such as CAMSO, formely CAMOPLAST SOLIDEAL, which focuses on off road tyres, LingLong, a top 5 manufacturer in China, MAXXIS which is one of the world s most trusted brands and delivers tyres to 180 countries and the RPG brand, from Sri Lanka, which offers tyres for trucks, light trucks in both cross-ply and Nylon. Terra Marketing Ltd has a strong customer base with an experienced salesforce. Golf & Turf Equipment, Filters & Turbos S.C.E.T.I.A. Group, which is also a subsidiary of MECOM, is involved in the distribution of golf and turf equipment, filtration products for transportation vehicles and heavy-duty machinery and sale and repairs of turbo-chargers. Its main brands are Toro, Club Car, Donaldson, Baldwin, Fleetguard, Borg Warner and Garett

9 Engineering In 2014, UIL acquired a stake in Emineo Holding Ltd, holding company of Emineo Ltd (Emineo), a company specialised in engineering and project realisation linked to sugar cane processing, ethanol, Power Generation, Public Utilities, Petroleum and Minerals Handling & processing. Emineo has grown substantially since its creation in 2007, and now enjoys a good reputation and network in the industry. Their team comprises of 30 qualified engineers, 25 technical support staff, 10 non-technical support staff and up to 250 Mauritian and expatriate staff on contract. The company has extensive knowledge and experience of the African market, and several projects have been successfully completed in the following 17 countries, mainly for the cane industry. SPAIN EGYPT TECH Information Technology Megabyte Ltd, subsidiary of Megabyte Investment Ltd, is the leading local system integrator involved in the information and communication sector. It is involved in structured cabling systems, virtual infrastructure, backup and disaster recovery solutions, network solutions and system administration. Megabyte is also a provider of Automated Teller Machines (ATM) solutions, which it has developed over the last 3 years with GRG Banking (GRG), a leading provider of currency recognition and cash processing solutions with great potential and rapid development. GRG specialises over the last 20 years in the development and manufacturing of: ATMs for financial institutions and retailers; Automatic Fare Collection (AFC) systems for railway and subway stations; and Currency recognition and cash processing equipment modules and systems. MAURITANIA SIERRA LEONE NIGERIA CAMEROON DRC CONGO Through Megabyte Investment, UIL acquired Multi Global System Ltd (MGS) & Industrial Coding Solution Ltd (ICS) in MGS/ICS has been established in Indian Ocean area with local & export vocation in Indian Ocean and East Africa since 1999 (For ICS / year 2002) With its experience from the European market during eleven years, MGS and ICS have set themselves as specialists in the industrial inkjet printing, identification and coding solutions, safety metal detector, X-ray detector, labeling and traceability equipment sector locally, in the Indian Ocean (Mascarenes Island) and the East African Food, pharmaceutical and cosmetics, bottling, metal, construction materials, plastic and rubber industries. ZAMBIA KENYA TANZANIA MOZAMBIQUE MAURITIUS REUNION ISLAND SWAZILAND SOUTH AFRICA The brands distributed by MGS/ICS have become well-known, during the years, for its simplicity and reliance. Thus the quality and the care found in the making of industrial inkjet printers are due to certified sites of the brand s production (ISO 9000). MGS/ICS can also offer you a personalized service for specific needs in coding & marking systems and packing applications. Life Sciences In 2015, De Smet, a world class provider of Engineering, Procurement and Construction services in sugar, edible oil, biofuels and biochemicals sectors, purchased a 20% stake in Emineo. It is expected that synergies will be created from this tie up. Industrial Chemicals On top of the above, ICL also represents Diversey in Mauritius which is the number 2 in hygienic worldwide, locally. With this brand, ICL offers pool maintenance services & chemicals for laundry, Industrial Kitchens and general cleaning purposes. Seafood UIL is present in the Seafood Industry through Pelagic Process Ltd ( Pelagic ), which is vertically integrated in fish processing, and is managed, since the beginning of 2015, by a team from South Africa with over 40 years of experience in the seafood industry. For the first six months of operations under the new management team, the company has shown significant improvements with higher fish volumes going through the factory, improved quality of fish due to better fishing techniques and the opening up of new export markets in the USA, Germany, Japan and Australia at higher margins. The new management is also attracting interest from South African fishing boat owners and Pelagic is contemplating partnership with SA fishing boat operators, whereby Pelagic will purchase their catch, in the future. Quantilab Ltd (Quantilab) is a multi-disciplinary laboratory able to offer services to various markets, including, but not limited to, food, agro-industries, cosmetic, pharmaceutical and equine jurisdictions. It is the only laboratory to be certified ISO and ILAC G7 in the region and is the reference laboratory for a number of reputable international racing jurisdictions for equine samples. It officially started its operations in July In May 2015, Quantilab signed a service level agreement with Merieux NutriSciences, an international company with more than 50 years of experiences in the food safety and quality and present in more than 21 countries. As a result of the successful partnership, additional services such as on-site technical consulting and problem solving, auditing services, education services and legionella risk assessments and sampling have been made available by Quantilab. More recently, Quantilab, through a partnership with a laboratory in Reunion Island, has increased its presence on the Reunion Island s market. The level of services offered by Quantilab as well as its competitive pricing has translated into a significant growth of business generated from Reunion. The management is currently looking at further consolidating Quantilab s presence on this market in the near future

10 Commerce Les Gaz Industriels (LGI), company listed on the DEM, manufactures, sells and distributes medical and industrial gases in bulk and in cylinders, as well as welding products. LGI has also built a state of the art Air Separation Unit for the production of liquid oxygen and nitrogen. LGI s management is currently looking at various local and regional opportunities to consolidate LGI s presence, namely in Madagascar through its wholly owned subsidiary LGI Madagascar. Since the acquisition in LGI in 2011, the latter has been faithful to its profits and usually pays dividends twice a year. HOSPITALITY Hotel Management UIL acquired a stake in Attitude Hospitality Limited (AHL) in 2010, known at that time as Attitude Resorts Ltd, before it increased its stake significantly in At acquisition, AHL was only managing 2 hotels on the island and seeking a strategic partner. UIL was instrumental with regards to their rapid growth. AHL, operating in the 3-4 stars segment, has extended both its network and market presence in Mauritius to reach a room capacity of 1,080 rooms (with 9 hotels), positioning the hotel group as the second largest hotel operator in Mauritius. AHL has completed three major transactions lately, namely: (1) the sale of three of its hotels to Attitude Property Limited (APL), a company recently listed on the Stock Exchange of Mauritius and in which AHL retains a majority 49% stake, (2) the purchase and opening of The Ravenala (ex-la Plantation Hotel) in October 2015 with the objective of positioning the hotel as a leading 4 star hotel in the country, (3) rebranding and refurbishment of Blumarine to Sensimar Lagoon, Sensimar being TUI s high end brand and whereby TUI guarantees a minimum occupancy at a minimum guaranteed room rates for the next 3 years. Sensimar opened successfully on 15 October Property AHL has unbundled its hard assets (land & buildings) into APL in 2015, in view of separating the management of the hotels and the properties. APL was successfully listed on the DEM on 21 September 2015, being amongst the REIT-like structures listed on the DEM. The business of APL is to lease its three properties to its anchor tenant, AHL, and distributes its earnings to its investors, with a targeted annualised dividend yield of 6.5% which is inflation-linked and adjusted every three years. APL already celebrated its first anniversary and met its annualised dividend yield for the year ended 30 June AHL retains a controlling stake in APL. Helicopters Helilagon (Mauritius) Ltd, trading as HeliTimes, is expected to start its operations during the calendar year HeliTimes will be equipped with three twin-engine helicopters to provide a full range of services, including but not limited to airport/golf/hotel transfers, sightseeing tours and emergency and rescue. HeliTimes will have its own private hangar and lounge at the SSR Airport on a land of 3,200 square meters leased from Airport of Mauritius. The preliminary approvals to start the operations have already been granted from the relevant authorities and the next step is to receive the Air Operator Certificate ( AOC ). HeliTimes will aim to offer an exclusive set of services to its clients thanks to the strong partners involved in the project. 4.6 Information on Directors Actual Directors The Company is currently managed by a unitary Board of seven members out of whom, two are Executive Directors, two are Non-Executive and three are Independent Non-Executive Directors. Didier Merven 61 years old Executive Chairperson Appointed 21 May 2001 In 1991, Didier Merven set up Portfolio and Investment Management Ltd ( PIM ) - one of the very first professional portfolio management companies in Mauritius. Over the next 20 years, PIM evolved from these beginnings into AXYS, a diversified financial services company. Mr Merven now sits on the UIL board and is still involved in portfolio management for the Company s high net worth clients. Directorship in other listed companies: Novus Properties Ltd Business address: 6th floor, Dias Pier Building, Caudan, Port-Louis Michel Guy Rivalland 37 years old Executive Appointed 22 September 2010 Michel Guy Rivalland is a graduate in economics, BSc (Hons), UK. He joined AXYS Group in 1999, became a shareholder and Director in He was appointed CEO of AXYS in July 2006, and since July 2010, he assumes the role of CEO for UIL. Directorship in other listed companies: Attitude Property Ltd, Les Gaz Industriels Ltd and Novus Properties Ltd Business address: 6th floor, Dias Pier Building, Caudan, Port-Louis Kumar L. Gunness 67 years old Independent Appointed 2 February 2009 Kumar Gunness qualified as a pharmacist from John Moors University, Liverpool, UK. He has a wide ranging business experience locally and overseas. He is currently the Managing Director and the largest shareholder of the Unicorn Group of companies as well as being director of other local and overseas companies. Directorship in other listed companies: None Business address: c/o Unicorn, 18N Frere Felix de Valois, Champ de Mars, Port-Louis Pierre Arnaud Marc De Marigny-Lagesse 53 years old Independent Appointed 6 May 2014 Marc Lagesse is the Chief Executive Officer of the Hertshten Group, a Mauritian based holding company with operations in 7 countries across the globe involved in international derivatives markets and property. He was previously the CEO of MCB Capital Markets, part of the MCB Group within which Mr Lagesse spent 15 years. Mr Lagesse has a BSc in Statistics and Economics from University College London and an MBA from the London Business School. Directorship in other listed companies: None Business address: c/o Quantum Insurance Ltd, 1st Floor, HSBC Centre, Bank Street, Ebene Business Park, Ebene Nicolas Marie Edouard Maigrot 48 years old Non-Executive Appointed 1 January 2016 Nicolas Maigrot is the Managing Director of Terra Mauricia Ltd since 1st January He started his career as Management Controller at Floreal Knitwear in He headed the Mauritius and Madagascar operations between 1995 and 1998 and was appointed as Chief Executive Officer of Floreal Knitwear in 2003 and of Ciel Textile in He was then recruited as Chief Executive Officer of Ireland Blyth Limited in 2010, a post he held until Directorship in other listed companies: Terra Mauricia Ltd, Swan General Ltd and United Docks Ltd Business address: Beau Plan Business Park, Pamplemousse

11 Joseph Andre Philip Jean Juppin De Fondaumiere 63 years old Independent Appointed 8 July 2016 Jean de Fondaumière is a Chartered Accountant of Scotland. He worked in Australia for eleven years and he retired as the CEO of the Swan Group at the end of 2006 after fifteen years with the group. He is a past Chairman of The Stock Exchange of Mauritius and his former directorships include companies operating in the African, Indian Ocean and Asia Pacific regions. Jean currently holds a portfolio of directorships in Mauritius for companies operating in commerce, finance, power generation, sugar and tourism industry. Directorship in other listed companies: Alteo Ltd, Constance Hotels Services Ltd, Constance La Gaité Company Ltd, Hotelest Ltd and Lux Island Resorts Ltd Business address: Coastal Road, Poste Lafayette Marie Donald Henri Harel 56 years old Non-Executive Appointed 29 July 2016 Henri Harel is the Chief Finance Officer of Terra Group. He first worked in South Africa as an auditor with De Ravel, Boulle, Saad & Wyman (Chartered Accountants). He then occupied the post of Internal Auditor with Toyota SA Manufacturing and that of Financial Accountant at Amalgamated Beverage Industries Ltd (Coca-Cola). Upon his return to Mauritius in 1991, he worked for Société de Gérance de Mon Loisir as Financial Controller until 1996, when he joined Harel Frères Limited in a similar capacity. Directorship of listed companies: Terra Mauricia Ltd and Swan General Ltd Business address: Beau Plan Business Park, Pamplemousses None of the Directors have existing or proposed service contracts with the issuer or any subsidiary of the issuer, excluding contracts expiring, or determinable by the employing company without payment of compensation within one year. Messrs Maigrot and Harel are both directors of Terra Mauricia Ltd. Mr Rivalland represents his shareholding in UIL and Mr Merven represents the shareholding of Firefox Ltd and Portfolio and Investment Management Ltd in UIL. The remaining directors are independent with no inter-relationship Resigned Directors The Directors below resigned during the period 1 July 2015 to the date of this report. Brett Childs 65 years old Independent Brett Childs, a chartered accountant, has spent many years working in the venture capital industry. He is the executive Chairperson of Brait in Mauritius, whose parent, Brait S.E., is listed on the Luxembourg and Johannesburg stock exchanges. Brett spent fifteen years in London where he was involved in the development of Equitas, the vehicle set up by Lloyds of London to acquire distressed re-insurance contracts. He was one of the first individuals to be approved by Lloyds of London to act as Chief Financial Officer to corporate capital providers in Lloyds of London. After leaving the re-insurance industry he helped build a successful venture capital business focused on the I.T. industry listing assets on the London Stock Exchange and Finnish Stock exchange. Brett resides in Mauritius where he sits, in a non- executive capacity, on the board of a number of privately and publicly owned companies. Directorship in other listed companies: Novare Africa Fund PCC in respect of its cell Novare Africa Property Fund One Business address: c/o Maitland, Suite 510, 5th Floor Barkly Wharf, Le Caudan Waterfront, Port-Louis Sebastien Mamet 41 years old Non-Executive After working in the audit department of Ernst & Young London and Mauritius for eight years, Sébastien Mamet joined the Corporate Finance division of PricewaterhouseCoopers Mauritius in As a Senior Manager of the division, he advised clients on mergers & acquisitions, business plans, finance raising and financial restructuring, among others. He joined Terra Group (previously known as Harel Frères) in 2009 to head its new strategic development function. As a member of the Management Committee, he advises on the strategic orientation of the group and is responsible for implementing new business developments. Directorship in other listed companies: None Business address: 18 Edith Cavell Street, PO Box 317, Port-Louis Cyril Mayer 65 years old Non-Executive Cyril Mayer, a Chartered Accountant, joined Terra Group as a management executive in He served as Executive Chairperson from 1992 to 2003, when he stepped down and was appointed Group Managing Director ( MD ). As the Group MD, he has overall responsibility for the group activities of Terra. Cyril has served on most of the sugar sector institutions in Mauritius, the Mauritius Employers Federation and the Joint Economic Council. Directorship in other listed companies: Terra Mauricia Ltd, Swan General Ltd (Non-Executive Chairperson) and United Docks Ltd Business address: 18 Edith Cavell Street, PO Box 317, Port-Louis

12 4.6.3 Directors Interests The interests of the directors of UIL in the securities of UIL as at 30 June 2016 were as follows: Name Direct interest Indirect interest 1 Nicolas Maigrot Kumar L. GUNNESS 0.00% - 3 Jean Didier MERVEN % 4 Michel Guy Rivalland 8.77% - 5 Pierre Arnaud Marc De MARIGNY-LAGESSE 0.21% - 6 Henri Harel % 7 Cyril Mayer 0.15% 1.47% 8 Bretts Childs 0.08% Directors Remuneration and Benefits The aggregate remuneration and benefits granted to the directors of UIL Group in the financial year ended 30 June 2016 amounted to MUR12,231,277. The estimated figures for the aggregate Directors benefits for the financial year ending 30 June 2017 amounts to MUR16M. The Directors of the Issuer are not materially interested in any contracts or arrangement existing as date with the Issuer. 23

13 4.7 Other Corporate Information Registered Office Secretary Bankers 6 th Floor, Dias Pier Building, Caudan, Port Louis FWM Secretarial Services Limited 6th Floor, Dias Pier Building, Caudan, Port-Louis The Mauritius Commercial Bank Limited, Sir William Newton Street, Port Louis State Bank of Mauritius SBM Tower 1, Queen Elizabeth Avenue II, Port-Louis ABC Banking Corporation Duke of Edinburgh Ave, Port Louis AfrAsia Bank Limited Bowen Square, 10 Dr Ferriere Street, Port Louis Transaction Advisors Auditors and Reporting Accountants Share Registrar Legal Advisers Ernst & Young Limited 9 th Floor, NeXTerracom building, Cybercity, Ebene Ernst & Young 9 th Floor, NeXTeracom, Tower I Cybercity, Ebene MCB Registry and Securities Ltd Raymond Lamusse Building, 9-11, Sir William Newton Street, Port Louis BLC Robert & Associates 2 nd Floor, The Axis, 26 Bank Street, Cybercity, Ebene 4.8 Number of Employees UIL does not have any employees but is managed by Michel Guy Rivalland, its Chief Executive Officer, who has a contract of employment with United Investments Treasury Ltd, a fully owned subsidiary of UIL. United Investments Treasury Ltd presently has 7 employees. 24

14 5. STATED CAPITAL As at date of this document, the stated capital of UIL is MUR151M made up of 151M fully paid ordinary shares with par value of MUR1.00 each. 5.1 Changes in the Capital of the Issuer As a result of the Proposed Transaction, the maximum dilution per share for a shareholder not subscribing to the Rights Issue has been estimated to be 25.79%. Prior to share issue - share capital of UIL (fully paid) Rights Issue of MUR500M for the capital raising transaction Post capital raising Share capital of UIL Share capital Number of ordinary shares MUR151M 151,462,163 MUR500M 52,631,579 MUR651M 204,093,742 Dilution effects 25.79% Over and above the issue of shares described above, the Issuer has also issued 4,250,000 Floating rate bonds on 1 February 2016 with a nominal value of MUR100 at Repo rate plus 2,35% for a tenor of 4 years. The bondholders are entitled to a call option at the Issuer s discretion on the second anniversary of the bond issue. 5.2 Rights Attached to the Shares The ordinary shares confer upon the holder the following rights (as per UIL s constitution): (a) The right to vote at meetings of shareholders and on a poll to cast one vote for each share held; 5.3 No Variation of Rights No variation of rights are planned as part of this transaction. For information, section 8.7 of the constitution which governs the process for the variation of rights is detailed below. (a) The Company shall not take any action which varies the rights attached to any Class of Shares unless that variation is approved by a Special Resolution, or by consent in Writing of the holder of seventy five percent (75%) of the Shares of that Class; All the provisions of the Constitution relating to meetings of Shareholders shall apply mutatis mutandis to such a meeting provided however that the necessary quorum shall be the holders of at least one third of the issued Shares of that class (but so that if, at any adjourned meeting of such holders, a quorum is not present, those Shareholders who are present shall constitute a quorum). (b) Where the variation of rights attached to a Class of Shares is approved under clause 8.7(a) and the Company becomes entitled to take the action concerned, the holder of a Share of that Class who did not consent to or cast any votes in favour of the resolution for the variation, may apply to Court for an order under section 178 of the Act, or may require the Company to purchase those Shares in accordance with section 108 of the Act. For purposes of this clause, variation shall include abrogation and the expression varied shall be construed accordingly. (c) A resolution which would have the effect of: (i) diminishing the proportion of the total votes exercisable at a General Meeting by the holders of the existing Shares of a Class; or (ii) reducing the proportion of the Dividends or Distributions payable at any time to the holders of the existing Shares of a Class, shall be deemed to be variation of the rights of that Class. (d) The Company shall within one month from the date of the consent or resolution referred to in clause 8.7(a) file the Register in a form approved by him the particulars of such consent or resolution. (b) Subject to the rights of any other class of shares, the right to an equal share in dividends and other distributions made by UIL; and (c) Subject to the rights of any other class of shares, the right to an equal share in the distribution of the surplus assets of UIL on its liquidation. The shares of the Company are denominated at a par value of MUR1.00 each

15 6. TERMS OF THE RIGHTS ISSUE The section below provides information about the securities for which listing is being sought. The Rights Issue as referred to above consists of 52,631,579 New Ordinary Shares of UIL at an issue price of MUR9.50 in a proportion of New Ordinary Shares for every 1 Ordinary Share registered in their names at the close of business on 16 January No fractional shares will be issued. The number of New Ordinary Shares will be rounded down to the nearest integer when fractions occur. Immediately following the completion of the Rights Issue in accordance with the terms of this prospectus, the New Ordinary Shares will rank in all respects pari passu with the Ordinary Shares presently in issue. Fully paid New Ordinary Shares will be listed and traded on the DEM as from 17 March Issue Price for the New Ordinary Shares Application for Excess Ordinary Shares Shareholders subscribing in full to the Rights Offer may also apply on the same terms and conditions for New Ordinary Shares in excess of their entitlement and should complete the application form. A separate cheque or bank transfer instruction form should be tendered for an application for excess new ordinary shares. The said form must be returned with the payment for excess New Ordinary Shares applied for to MCB Registry & Securities Ltd, 2nd floor, 9-11 Sir William Newton Street, Port Louis, Republic of Mauritius. Please take note of the folowing: I. Any New Ordinary Share not subscribed for in terms of the Rights Issue will be allotted by the Board, at their discretion, to applicants for excess New Ordinary Shares on a fair basis, taking into consideration the number of Ordinary Shares held by the applicant as at the close of books for the Offer calculation; The board has applied a discount of approximately 12.04% on the closing price of the ordinary shares at the close of 29 November II. Unallocated fractions will be pooled together with any unsubscribed shares to meet application for excess New Ordinary Shares; Closing price as at 29 November 2016 MUR10.80 Discount to share price 12.04% Offer price 6.2 Terms of the Rights Issue MUR9.50 Subject to shareholder s approval of the Rights Issue at the Special Meeting of shareholders to be held on 30 December All the newly issued ordinary shares shall be issued in registered and in certificated form depending on whether the subscriber to the shares has ordinary shares in certificated form Acceptance Acceptance wholly or partially may only be done by completing and signing the application form provided with the offer letter. The completed and signed form must be returned, together with the payment for New Ordinary Shares applied for to MCB Registry & Securities Ltd, 2nd floor, 9-11 Sir William Newton Street, Port Louis, Republic of Mauritius. It is further highlighted that the shareholder will be deemed to have declined the offer to subscribe for New Ordinary Shares under the Rights Issue if he/she fails to meet the above deadline. Incomplete applications will be rejected and such shareholders will be deemed to have renounced to their entitled Rights. Also should the payment in respect of the New Ordinary shares fail or be dishonoured upon presentation to your bank, the Rights will be considered as declined by the defaulting applicant. III. IV. The results of the allocation of the excess New Ordinary Shares (if any) will be notified to the relevant shareholders on 10 March 2017; and No interest will be paid on monies received in respect of applications for excess New Ordinary Shares. Refund payments in respect of unsuccessful excess applications will be paid by cheque or bank transfer(as per current disposal mode of applicant) Unsubscribed Shares The New Ordinary Shares in respect of which no duly completed and signed forms and/ or relevant full payment have been received at the closure of the subscription shall remain under the control of the Board of Directors of UIL. The Board will then allot the unsubscribed shares, at its discretion, to applicants for excess shares on terms it deems fair and reasonable to all prospective subscribers Purchase of Rights to Subscribe for New Ordinary Shares The buyers of the new Rights on the Stock Exchange Market are requested to complete an additional form which shall be made available by licensed Stockbroking Companies in respect of the subscription payment due on these shares. The form should be completed and remitted together with the full amount due in respect of the purchase of Rights. The licensed Stockbroking Company shall then remit the completed form to the Registrar and Transfer Office not later than 10 February

16 6.2.5 Transfer of Rights The Rights of a shareholder to subscribe for shares under the Rights Issue may be transferred by completing the relevant section of the application form. Conditions attached to the transfer of Rights are described in the Application Instructions for shareholders of the Offer Letter addressed to the shareholder. Duly completed and signed form, with payment, should reach the Registrar and Transfer Office. Relationship in respect of ANY transfer shall be as follows supported by the appropriate certified documentation specified in the application form: Husband / Wife Ascendant / Descendant By a Société to its members By way of succession to the heirs Wholly owned subsidiary Terms of Payments The Rights Issue will be payable in full on or before 23 February 2017 in ONE instalment. NO CASH PAYMENT will be accepted by the Company. Payments can be made by cheque drawn to the order of United Investments Ltd and crossed or by completing the Bank transfer form provided to the applicant. A separate cheque/bank transfer form must be submitted, on the same terms described above, for payments in relation to excess New Ordinary Shares applied for. Should a payment (Bank Transfer/Cheque) be dishonoured by the drawer s bank, the application will not be considered Allotment of Shares The CDS accounts of all applicants who have been allotted New Ordinary Shares and who have an account at CDS will be credited by 8 March An allotment letter will be sent on 16 March 2017, to confirm the number of shares credited on CDS. Share certificates, in respect of shares allotted to shareholders, will be posted to their registered address on 16 March Sale of Rights Shareholders who do not wish to subscribe for any or all of the shares offered may sell all or some of their Rights on the Stock Exchange through a licensed investment dealer or custodian. For shareholders having a CDS account, the Offer letter should be deposited through a Licensed Stockbroking Company (section 11) or custodian at latest by 10 February Shareholders holding certificated shares and who do not wish to apply for their Rights fully/ partly may also sell their Rights. Shareholders should deposit their Offer letter through one of the licensed Stockbroking Company (section 11) for the opening of a CDS account and to deposit their Rights in his account at latest 10 February Rights will be traded on the Official Market from 13 February 2017 to 17 February Share Fractions The unallocated fractions will be pooled together with any unsubscribed shares to meet application for excess New Ordinary Shares. 31