ADMISSION DOCUMENT OF NOVUS PROPERTIES LTD

Transcription

1 ADMISSION DOCUMENT OF NOVUS PROPERTIES LTD ( NOVUS or the Company ) (Incorporated and registered in Mauritius under the Companies Act 2001 on 8 December 2005 and bearing registration number and Business Registration Number C59917) in respect of The admission of 13,778,700 ordinary shares of NOVUS PROPERTIES LTD at Rs 8.75 on the Development and Enterprise Market of the Stock Exchange of Mauritius Ltd by way of an introduction. This document must be read in its entirety and if you are in any doubt about the contents of this Admission Document, you should consult your investment dealer, bank manager, accountant or other independent financial adviser who specialises in advising on the acquisition of the subject ordinary shares. 2 October 2014 Registered Office: Bowen Square, Dr Ferriere Street Port Louis Tel: LEC reference number: LEC/I/06/2014 1

2 This Admission Document has been prepared for the purpose of complying with the laws of Mauritius and the DEM Rules issued by the Stock Exchange of Mauritius Ltd. The Admission Document includes particulars given in compliance with the DEM rules of the Stock Exchange of Mauritius Ltd, the Securities Act 2005 and the Securities (Public Offers) Rules 2007, for the purpose of giving information with regards to NOVUS PROPERTIES LTD, the Company. This document should be read in its entirety for full appreciation. If you are in doubt about the action you should take, you should consult your investment dealer, bank manager, accountant or other independent financial adviser immediately. A prospective investor should be aware of the risk of investing in the Company and should make the decision to invest only after careful consideration. This document is intended only for the use of the person to whom it is addressed and is not to be redistributed, reproduced, or used, in whole or in part, for any other purpose. Securities shall not be issued under Admission Document more than 6 months after the date that this Admission Document was granted approval for listing by the Listing Executive Committee. 2

3 Contents 1. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS PERSONS RESPONSIBLE DECLARATION BY DIRECTORS Disclaimer of the Listing Executive Committee and the Financial Services Commission INFORMATION ABOUT NOVUS HISTORY AND DEVELOPMENT OF NOVUS CHRONOLOGY OF EVENTS & INVESTMENTS BUSINESS OVERVIEW Business objectives ORGANISATIONAL STRUCTURE INVESTMENT PROPERTY & PROPERTY, PLANT AND EQUIPMENT CORPORATE GOVERNANCE Management Third Party Information POTENTIAL CONFLICTS OF INTEREST REMUNERATION AND BENEFITS EMPLOYEES RISK FACTORS RISKS RELATING TO THE BUSINESS Economic risk Revenue fluctuation risk Joint Venture risk RISKS RELATING TO THE PROPERTY INDUSTRY Risks from Competitors Changes in tax laws, regulations and policies Decline in property prices RISKS RELATING TO THE SHARES OF NOVUS Dividend policy OPERATING AND FINANCIAL REVIEW

4 9.1 OPERATING RESULTS RESEARCH AND DEVELOPMENT MAJOR INFORMATION ON SHAREHOLDERS* KEY HIGHLIGHTS FINANCIALS AND RATIOS RELATED PARTY TRANSACTIONS FINANCIAL INFORMATION Historical Financial Information and Financial statements ADDITIONAL INFORMATION SHARE CAPITAL CONSTITUTION MATERIAL CONTRACTS HOLDERS OFFERING TO SELL SECURITIES Net Asset Value (NAV) EXPENSE OF THE ADMISSION DOCUMENTS AVAILABLE FOR INSPECTION APPENDICES

5 GLOSSARY AD Admission Document AXYS AXYS Group Ltd DEM Development and Enterprise Market of the Stock Exchange of Mauritius Ltd FSC The Financial Services Commission GBBP Grand Baie Business Park LEC Listing Executive Committee of the Stock Exchange of Mauritius Ltd MDA MDA Properties Ltd NOVUS NOVUS PROPERTIES LTD and its subsidiaries PAT Profit After Tax PEL Powertech Engineering Ltd PLR Prime Lending Rate RRL Record Realty Ltd SEM The Stock Exchange of Mauritius Ltd The Group NOVUS PROPERTIES LTD and its subsidiaries The Company NOVUS PROPERTIES LTD UIL United Investments Limited 5

6 1. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS All statements of this AD, statements made in press releases and/or oral statements that may be made by the Company, its Directors or Executive Officers or by the Current Shareholders or its employees acting on behalf of the Company, that are not statements of historical facts, constitute forward- looking statements, which involve known and unknown risks, uncertainties and other factors which could cause actual results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by such forwardlooking statements. Some of these statements can be identified by the use or presence of forward-looking terms such as expect, believe, if, plan, intend, estimate, anticipate, may, will, would and could, forecast or similar words and phrases. However, it should be noted that these words are not the exclusive means of identifying forward-looking statements. Therefore, given the risks and uncertainties explained above, undue reliance should not be placed on these statements which apply only as at the date of this AD. Neither the Company nor the Current Shareholders or any other person represent or warrant that the Company s future results, performance or achievements will be as discussed in those statements. The Company s future results may differ materially from those anticipated in these forward-looking statements as a result of the risks that may be faced by the Company. The Directors disclaim any responsibilities to update any of those forward-looking statements or to publicly announce any revision to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future subject however to the provisions of the FSC and the DEM Rules regarding continuing disclosure. 6

7 2. PERSONS RESPONSIBLE 2.1. DECLARATION BY DIRECTORS This document is not an invitation to the public to subscribe to ordinary shares of the Company but is issued in compliance with the DEM rules for the purpose of giving information to prospective shareholders of the Company. This Admission Document includes particulars given in compliance with the DEM rules for the purpose of giving information with regard to the Company. The Directors, whose names appear on page 9, accept full responsibility for the accuracy or completeness of the information contained in this Admission Document 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. They furthermore declare that to the best of their knowledge and belief, and after having made due and reasonable enquiries, that this Admission Document comply where applicable, with the DEM Rules, the Companies Act 2001, the Securities Act 2005 and with the rules made under these Acts. Save as disclosed in this Admission Document, the Directors also confirm that they have no potential conflicts of interest between their duties to the Company and their private interests or any other duties. The directors further confirmed that there are no governmental, legal or arbitration proceedings in a period of 12 months following the listing of NOVUS. The Directors, after having made due and careful enquiry, are of the opinion that the working capital available to the Company will be sufficient to satisfy its present requirements, for at least twelve months from the date of issue of this Admission Document. The Directors further undertake that NOVUS will increase the number of shareholders to 100 within the following 12 months of Listing. 7

8 The Directors certify that no material change in the financial or trading position of the Company has taken place since the last audited accounts and that no subsequent interim reports or negative statements have been published to date. Approved by the Board of the Company and signed on its behalf by: Name: Michel Guy RIVALLAND Executive Director Name: Jean Didier MERVEN Executive Director Name: Laurent BOURGAULT DU COUDRAY Executive Director 8

9 2.2. Disclaimer of the Listing Executive Committee and the Financial Services Commission An application has been made for the listing of the ordinary shares of the Company on the DEM. Permission has been granted by the LEC on 2 October 2014 for the listing of the Company on the DEM on 20 October This document has been vetted by the LEC in conformity with the DEM Rules of the SEM. Neither the Listing Executive Committee of The Stock Exchange of Mauritius Ltd, nor The Stock Exchange of Mauritius Ltd, nor the Financial Services Commission assumes any responsibility for the contents of this document. The Listing Executive Committee of The Stock Exchange of Mauritius Ltd, the Stock Exchange of Mauritius Ltd and the Financial Services Commission 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 thereof. The Stock Exchange of Mauritius Ltd, the Listing Executive Committee of the Stock Exchange of Mauritius Ltd and the Financial Services Commission 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. This AD has been filed with the FSC by NOVUS PROPERTIES LTD. 9

10 3. INFORMATION ABOUT NOVUS 3.1. HISTORY AND DEVELOPMENT OF NOVUS NOVUS PROPERTIES LTD was incorporated in the Republic of Mauritius on 8 December 2005 under the Companies Act as a private company, limited by shares under the name of ACMS Private Equity Ltd with a capital of Rs20,000 divided into 200 no par value shares. The legal name changed to ACMS Property Ltd on 24 March Later on 8 January 2014, the Company has been converted into a public Company and changed its name to NOVUS PROPERTIES LTD on 4 June Its registered number is and its Business Registration Number C CHRONOLOGY OF EVENTS & INVESTMENTS In 2008, NOVUS was entitled the co-promoter for Grand Baie Business Park (GBBP) Phase II. GBBP comprises of office spaces in a quiet area of Grand Baie with one common board room, parking facilities and a nice green and pleasant environment. At completion of the project in mid-2009, NOVUS sold 14 offices & leased the remaining 22 outlets. On 25 January 2013, NOVUS amalgamated with Record Realty Ltd (RRL), a private company limited by shares, which held shares in MDA Properties Ltd (MDA), another wellknown land promoter and property developer in Mauritius. To highlight, MDA has been the promoter of Kendra and Helvetia shopping malls in St Pierre and VIVEA Business Park. Through the amalgamation, NOVUS now holds 4.12% of the issued share capital of MDA. On 31 May 2013, NOVUS acquired Powertech Engineering Ltd (PEL), a company which holds a land and building in Pailles. The industrial building is fully leased to five companies, which are mainly in mechanisation and chemicals. The building has extension potentials to increase its rental space. Later in 2013, MDA sold Kendra and Helvetia shopping malls to ASCENCIA, in return of ASCENCIA shares and cash. MDA distributed the proceeds to its shareholders and consequently, NOVUS received 11,066 ASCIENCIA B shares, listed on the DEM, and cash. Company Liabilities As at July 2014, NOVUS has a long term loan facility of Rs35M with the MCB, with interest charged at PLR %. The collaterals given to the loan are the 22 offices of GBBP and the 4.12% shares owned in MDA. 10

11 4. BUSINESS OVERVIEW NOVUS principal activity is to acquire, invest and hold investment in real estate located in Mauritius. In line with this, NOVUS sources rental income from the properties so as to optimise shareholder returns. The profits of the group are subject to a corporate tax of 15%. On the other hand, dividends paid to the shareholders of the Group are not liable to tax. Moreover, an existing tenant of PEL has already expressed his interest to lease the extension in process. The target month for the completion is 15 November 2014 and the existing tenant shall start renting the new premises on 1 December 2014 increasing the turnover by MUR 260K as well as the occupancy rate and profitability. To further mitigate its risks, NOVUS has binding and long-term contracts (2-3 years) with its tenants with a minimum of 6 month notice for termination of lease (both commercial and industrial). 4.1 Business objectives NOVUS objectives are to provide dividend income and long term capital gains to its shareholders. The Company invests in properties that provide rental income and growth in value. The opportunities & strategy are reviewed and debated by the Board quarterly. 4.2 Purpose of Listing The purpose of listing is to enable the group to raise capital on the market to finance other projects that will still maximise returns for the shareholders. Also, it would enable shares to be traded freely on the DEM platform. 11

12 5. ORGANISATIONAL STRUCTURE At 30 June 2014, the organisational structure of NOVUS stood as below: NOVUS PROPERTIES LTD MDA PROPERTIES LTD (4.12%) POWERTECH ENGINEERING LTD (100%) 22 offices in GBBP Land + Building (Pailles) 6. INVESTMENT PROPERTY & PROPERTY, PLANT AND EQUIPMENT NOVUS owns 22 office spaces in GBBP and a land and building in Pailles. 12

13 7. CORPORATE GOVERNANCE 7.1 Management The Board of Directors is entrusted with the overall management of the Group. Information on the business, working experience, professional qualifications and areas of responsibilities of the Directors is set out below: Full Name Residential Address Citizenship Age Jean Didier MERVEN Lobogan Road, Petit Raffray, Mauritius Michel Guy RIVALLAND Coastal Road, Roche Noires, Mauritius Mauritian Mauritian 58 yrs 35 yrs Laurent BOURGAULT DU COUDRAY Jason Court, Queen Mary Ave, Mauritius Mauritian 27 yrs The directors have no direct interest in shares of NOVUS. Jean Didier MERVEN (co-founder of NOVUS) In 1991, Didier set up Portfolio and Investment Management Ltd one of the very first professional portfolio management companies in Mauritius. Later in 1992, he founded AXYS. Over the next 22 years, AXYS evolved from these beginnings into a diversified financial services company. Didier now sits on the AXYS board and is still involved in portfolio management for the company s high net worth clients. Didier is also a director & chairman of United Investments Limited. Michel Guy RIVALLAND Michel is the CEO of United Investments Ltd, an investment holding company listed on the DEM. Michel started his career at ACMS Ltd in 1999, an asset manager based in Mauritius. In 2004 he acquired a significant shareholding in the company and was subsequently named CEO in ACMS has since been transformed into a niche financial services group, being AXYS Group, with activities in asset management, deposit taking, asset financing, stockbroking and global business with offices in Mauritius and Geneva. In parallel to AXYS, Michel co-founded an investment company with his partners at AXYS and started a Greenfield investment in the fertilizer industry, followed by other investments in the industrial / commercial sector, ICT, industrial gases and seafood sectors. Michel also led the acquisition of a 40% stake in Mauritius leading mid-market hotel operator, Attitude Resorts. 13

14 In 2010, under the leadership of Michel, all partners in these different entities regrouped their investment in a holding company, United Investments Ltd, with a view to diversify geographically and expand its existing investments. Michel is a graduate in Economics, Bsc (Hons), UK. Other directorship in listed companies: Michel is a director of United Investments Limited and Les Gaz Industriels Ltd. Laurent BOURGAULT DU COUDRAY Laurent Bourgault du Coudray graduated in Accounting and Finance from Curtin University in Perth, Australia and is a member of the Institute of Chartered Accountants in Australia. He has worked over four years in Perth providing corporate and international tax services and is, since January 2013, Project Manager at UIL. See Appendix A: Resolutions for appointment of directors 7.2 Third Party Information Corporate Identity Name Address Licenced Auditor Company Secretary & Registered Address Principal Banker Legal Advisor Listing Agent Registry & Transfer Agent Lutchumun & Associates FWM Secretarial Services Limited The Mauritius Commercial Bank Ltd Sivakumaren Mardemootoo, C/o Mardemootoo Sollicitors AXYS Stockbroking Ltd MCB Registry and Securities Ltd 61, First Floor, Georgestown Building, Quatre Bornes Bowen Square, Dr Ferriere Street, Port Louis Sir William Newton Street, Port Louis 3 rd Floor, Jamalac Building, Vieux Conseil Street, Port Louis Bowen Square, Dr Ferriere Street, Port Louis Sir William Newton Street, Port Louis 14

15 7.3. POTENTIAL CONFLICTS OF INTEREST In general, a conflict of interest arises when any Director, Controlling Shareholder or their associates is carrying on or has any interest in any other corporation carrying on the same business or dealing in similar products as the Group. The Directors, Controlling Shareholders or their associates in other corporations does not hold any interest in similar businesses as the Group REMUNERATION AND BENEFITS There are no director fees expensed in NOVUS. There is however a general management fee (Rs 96,000 annually) payable to United Investment Limited, NOVUS Management Company EMPLOYEES Except for its executive directors, NOVUS does not have any employees so far since its management is outsourced to UIL. Should the business require any employees in future, it shall recruit accordingly. 8. RISK FACTORS 8.1. RISKS RELATING TO THE BUSINESS Economic risk The Company s business is dependent on the continuous expansion of the Mauritian economy. The property development & management market in Mauritius may be impacted by political, economic, regulatory, social or diplomatic developments affecting the respective property sectors generally. Changes in inflation, interest rates, taxation or other regulatory, economic, social or political factors affecting the areas where our property developments are located or any adverse developments in the supply, demand and prices of office/building space in the property sector, may impact on our business. The Company s property development business is also subject to the cyclical nature of the property industry and as such, any downturn in the property development markets in Mauritius, in which it operates, will have an impact on its business operations, financial performance and financial condition Revenue fluctuation risk Revenue may fluctuate from period to period. As the group derives revenue from the 15

16 sale and mostly rental of properties, its performance may be affected by demand for properties, the price at which these can be resold and/or rented out, and the occupancy rate of the properties held, with regards to the property market in Mauritius. A decrease in occupancy will decrease the revenues and an increase in occupancy rate will increase revenues Joint Venture risk The Group may, as a matter of business strategy, from time to time enter into property development, property investment and construction projects through the formation of joint ventures. These joint ventures involve a certain amount of business risks such as the inability or unwillingness of joint venture partners to fulfil their obligations under the joint venture agreements (if any). 16

17 8.2. RISKS RELATING TO THE PROPERTY INDUSTRY Risks from Competitors There are other property developers undertaking property development and investment projects in Mauritius. Competition among property developers may result in, among others, increased acquisition costs of land for development and from oversupply of properties in certain parts of Mauritius Changes in tax laws, regulations and policies Changes in governmental regulations or policies may have an impact on the business, financial performance, future growth and prospects of the Group Decline in property prices Property prices in Mauritius are affected by not only supply and demand but also, local market expectations and/or economic slowdown. These factors could dampen the Group s financial results RISKS RELATING TO THE SHARES OF NOVUS Dividend policy NOVUS aim to distribute at least 90% of its PAT to its shareholders, subject to the company meeting the Solvency Test and no capital is needed for future investments which would enhance shareholders returns. 17

18 9. OPERATING AND FINANCIAL REVIEW 9.1 OPERATING RESULTS I. In its first year of operation (i.e. year ended June 2010), NOVUS mainly derived income from the sale of offices that were completed during that financial year. Since 2011, NOVUS main source of income shifted from the sale of offices to the rental of offices. NOVUS started with a high gearing (i.e. >200%) which it managed to lower down through the consecutive business years as shown in the Key Highlights on the next page. II. III. During the year ended June 2012, NOVUS increased its revenue generated from rental properties and the turnover turned out to be stable in 2013 since occupancy rate were kept more or less constant at 85%. The major events which are reflected in the 2013 financial statements are: a. Consolidation of NOVUS & PEL accounts to account for the acquisition of 100% of PEL. The acquisition took effect in June 2013 therefore the consolidated profit & loss only reflects one month of PEL activities; and b. An increase in the fair value for the investment property of Rs29m following a valuation performed by an independent valuer, GEXIM Real Estate Ltd. During the year ended June 2014, the turnover has increased considering the additional income from PEL as well as the dividend income from MDA Properties. The expenses have also increased along with the new acquisition. The costs for repairs and maintenance have been above the normal range this year to ensure the quality of our investment properties remain at an acceptable and marketable level. The profit has increased marginally this year. 10. RESEARCH AND DEVELOPMENT The directors and shareholders keep searching the market for potential acquisition and property investments. 18

19 11. KEY HIGHLIGHTS FINANCIALS AND RATIOS Details E 2015F Turnover/ MUR 22.6M 8.5M 6.6M 7.5M 9.9M 10.5 M Gross Profit/MUR 5.9M 4.3M 6.4M 7.2M 8.5M 10.0M Profit before Tax/MUR (1.0M) 1.4M 2.1M 2.3M* 1.9M 5.5 M* Gearing Ratio 204% 171% 145% 78% 33% 33% * Excluding fair value adjustment on investment property (GBBP) 12. MAJOR INFORMATION ON SHAREHOLDERS* Shareholder Direct Interest Indirect Interest FIREFOX LTD 33.6% 1.1% PITOT Michel 9.9% - MAYER Arnaud 7.7% - GOLDSTREAM LTD 7.1% 0.9% UNITED INVESTMENTS LTD 6.7% - LAGESSE Robert REY 6.2% - * Shareholders with more than 5% ownership 13. RELATED PARTY TRANSACTIONS The Leases of office premises by PEL to Parts Supply Services Ltd (PSSL) and SCETIA Holding Ltd (SCETIA) may be considered as a related party transaction on the basis that: Michel Guy Rivalland and Jean Didier Merven are directors of PEL, PSSL and SCETIA; UIL is the ultimate shareholder of PSSL and SCETIA; and Michel Guy Rivalland is the CEO and director of UIL and Jean Didier Merven is the Chairman of UIL. 19

20 14. FINANCIAL INFORMATION Historical Financial Information and Financial statements As from June 2013, NOVUS have prepared consolidated financial statements. The audited results for both group and company for year ending 30 June 2013 is annexed in Appendix B. The auditors have been Lutchmun & Associates Ltd for the past 5 years. Going forward, the directors of NOVUS may decide that there will be a rotation of auditors to enhance the investor s confidence. NOVUS has not paid any dividend so far since these have been reinvested to ensure company growth. The objective of the board of directors is to continue maximising shareholder s return by minimising cost to ensure a maximum dividend pay-out. 20

21 15. ADDITIONAL INFORMATION SHARE CAPITAL The stated capital of NOVUS is Rs. 106,042, divided into 13,778,700 ordinary and fully paid shares. The shares have no par value. To note, 47.2% of the capital was paid for with assets held by RRL through the amalgamation. Details of share issues are shown below prior to share split that occurred in September 2014:- Date No par value shares Consideration Stated Capital/MUR 8 December ,000 Cash 200, November ,196,000 Cash 26,000, December ,875,000 Assets 76,042,915 1 August ,703,700 Cash 106,042, CONSTITUTION 13,778,700 NOVUS adopted its constitution on the 13 September Clauses pertaining to the shares of NOVUS can be seen in Appendix C as per table below: Details Location Description of rights attached to Shares Definition of Ordinary Share on Page 11 and Clause 20.8 on page of the constitution Description of what action is necessary to change the rights of holders of the shares Description of the conditions governing the manner in which annual meetings and special meetings of shareholders are convened Clause 8.7 on page 18 of the constitution Clause 20.5, 20.6, 20.7, 20.8 and 20.9 on page of the constitution Description of any provision relating to change in control of the Company N/A Description of the conditions governing changes in the capital Clause 8.2 on page of constitution 21

22 16. MATERIAL CONTRACTS NOVUS has a management contract with UIL, other than those entered in its ordinary course of business. 17. HOLDERS OFFERING TO SELL SECURITIES NOVUS will not be issuing any additional shares. However, FIREFOX LTD, major shareholder of the Company, having its registered office at Bowen Square, Dr Ferriere Street, Port Louis, will offer 10,000 shares in NOVUS to the market at Rs 8.75 on the first day of Listing. Terms of the share offer Dividend Purpose of the sale 10,000 ordinary shares of NOVUS PROPERTIES LTD held by FIREFOX LTD will be offered on the market on the first day of listing at a price of MUR 8.75 each to the public. Under current legislation all dividends are tax free in the hands of the individual and corporate Mauritian shareholders. This sale will enable the Issuer to have a fair market related price. 22

23 18. Net Asset Value (NAV) NAV of the Group attributable to shareholders as at 30 June 2014 Equity Value of shares MUR 106,042,887 Retained Earnings and Reserves MUR 15,538,185 Total Equity MUR 121,581,072 Total no. of shares 13,778,700 NAV per share MUR 8.82 Listing Price MUR EXPENSE OF THE ADMISSION The expenses incurred for the admission of the 13,778,700 ordinary shares of NOVUS are as per the table below: Professional services 75,000 Placement & Brokerage Fees 150,000 SEM application & listing fee 75,000 Miscellaneous costs 50,000 Net Expenses 350, DOCUMENTS AVAILABLE FOR INSPECTION The following documents will be made available for inspection during normal business hours at the registered office of the Issuer situated at Bowen Square, Dr Ferriere Street, Port Louis for a minimum period of 14 days following the issue of this Admission Document: a) Certificate of Incorporation b) the constitutional documents of the Issuer; c) the original copy of this Admission Document; d) the audited financial statements of the Issuer for the year ended 30 June 2013; e) the management accounts of the Issuer for the year ended 30 June 2014; and f) the valuation reports by Gexim Real Estate Ltd on the properties of the Issuer. 23

24 APPENDICES APPENDIX A APPENDIX B APPENDIX C Resolutions Appointment of Directors Audited consolidated Balance sheet, Income statement & Statement of cash flows for year ending June 2013 Extract of constitution 24