AXYS LTD ( AXYS, the Issuer or the Company ) (Incorporated on January 27, 2016 in the Republic of Mauritius File 135790) In respect of 6.35% (Repo rate + 2.35%) Floating Rate Bonds of MUR 100 each totalling to MUR 425,000,000 This document, which is being provided for information purposes only, should not be construed as an offer (private or public) by the Company and is intended for only 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 7 th August 2017
II NOTIFICATION OF MEETING OF BONDHOLDERS OF UNITED INVESTMENTS LIMITED IF YOU ARE A BONDHOLDER 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.
01 1 STATEMENT TO BONDHOLDERS Dear Bondholders, The Board of Directors of United Investments Limited has called for a Meeting ( EGM ) of the shareholders of United Investments Limited to be held on 28 August 2017, for bondholders to approve their proposal. What is the proposal? The Board of Directors of United Investments Limited ( UIL ) have proposed a restructuring of UIL whereby all the assets and liabilities of UIL would be transferred into two separate newly formed entities, namely AXYS Ltd ("AXYS") and OXIA Ltd ("OXIA"), which would represent the financial and non-financial investments clusters of the Group, respectively. UIL s listed bond would be transferred to AXYS, and the remaining bank borrowings would be split equally between the two entities. The Board of Directors are of the opinion that the working capital available to each of AXYS and OXIA, following the transfer, would be sufficient for their requirements, that is, for at least the next 12 months from the date of this document. The two entities would become held directly by UIL s shareholders, and the Directors have also proposed that the two entities would be listed on the Official market of the Stock Exchange of Mauritius and on the Development Enterprise Market, respectively. UIL would no longer exist following the restructuring. Why is this being proposed? The restructuring is part of the long term strategy of the Group to create and unlock value. It will provide greater visibility over the respective activities of each cluster, more focused management on the performance and results of each cluster, enable potential future entry of strategic partners into the respective clusters, provide investors greater flexibility in their portfolio investment decisions on exposures to different sectors; and increasing liquidity of the shares. How will this be achieved? The Restructuring would be achieved through an application to the Supreme Court ( Court ) for a Scheme of Arrangement (the Application ) whereby, upon sanction by the Court, on a future date to be agreed, UIL would be dissolved and shareholders of UIL would each hold shares in each of AXYS and OXIA in the same number and proportion as they held in UIL. Approval of the Application by the Court would be subject to approval of (i) shareholders, (ii) creditors and bond holders, and (iii) approval by the regulators (e.g. the Bank of Mauritius). Approvals have already been obtained from the Financial Services Commission ( FSC ) for the transfer of entities subject to FSC licences. As a result of the restructuring, UIL would be delisted. AXYS and OXIA would be listed on the Official Market of the SEM and on the DEM, respectively. What is being asked of bondholders? The bondholders are being asked to vote by special resolution to approve the redemption in kind of UIL Bonds against AXYS bonds with same terms and conditions as the current bonds. To be more explicit, a bondholder having one bond in UIL will receive on redemption date [31 august 2017] (i) One AXYS bond (ii) Interest accrued from 1 August to 31 August 2017 on the UIL bond being redeemed This Information Memorandum annexed provide further details on the new AXYS Bonds. Approved by the Board of the Company on 28 July 2017 and signed on its behalf by Michel Guy Rivalland Didier Merven
02 GLOSSARY OF TERMS Agency Agreement the Agency Agreement entered into between the Issuer and the Agent prior to the Issue Date of Bonds under this IM; Agent an agent of the Issuer under the Agency Agreement; Applicable Law any laws or regulations of any governmental or other regulatory authority which govern the Bonds referred to in this IM in accordance with which the same are to be construed; Board the Board of Directors of AXYS Ltd; Bondholder the holder of a Bond from time to time and recorded as such in the Register; Bondholders Representative Agency Agreement the Agency Agreement entered into between the Issuer and the Bondholders Representative prior to the Issue Date of Bonds under this IM; Bondholders Representative the person acting as Bondholders representative from time to time under the Bondholders Representative Agency Agreement; Bonds the Bonds issued by the Company under this IM; Books Closed Period the period during which the Register is closed, being (unless the Issuer decides otherwise) ten (10) Business Days prior to: (i) each Interest Payment Date each year until the Redemption Date; (ii) the Redemption Date; or (iii) the Maturity Date; Business Day a day (other than a Saturday or Sunday or public holiday in Mauritius) which is a day on which banks in Mauritius are open for business; CDS the Central Depository & Settlement Co. Ltd; Condition a condition contained in the Terms and Conditions; Control has the meaning set out in section 5 of the Companies Act 2001; Day Count Fraction the actual number of days in an Interest Period divided by 365; DEM The Development and Enterprise Market of the SEM; Early Redemption Amount the amount payable on Early Redemption of a Bond and determined in accordance with Conditions 3.7.5 and 3.7.6; Early Redemption Date the date on which Bonds may be redeemed pursuant to an Early Redemption, specified in the Terms and Conditions; Early Redemption Option the redemption option on the Bonds which may be provided to the Issuer in respect of Bonds and as set out in the Terms and Conditions; Early Redemption the early redemption of a Bond prior to its due date pursuant to Condition 3.7.3 and 3.7.4; Event of Default means an event set out in Condition 3.4; Final Redemption Amount means the final redemption amount of a Bond; Final Redemption the final redemption of a Bond on the Maturity Date; Floating Rate Bonds Bonds entitled to a floating rate of interest as specified in the Terms and Conditions; IM or Information Memorandum Means this Information Memorandum; Interest Determination Date the date upon which Interest is calculated for a specified Interest Period and as set out in the Terms and Conditions; Interest Payment Date(s) the interest payment date(s) set out in the Terms and Conditions; Interest Period each period specified in the Terms and Conditions commencing on and including the day of any Interest Payment Date and ending on and excluding the following Interest Payment Date; Interest Rate the interest rate set out in the Terms and Conditions;
03 Interest the interest payable on a Bond as set out in the Terms and Conditions Issue Date the date of issuance of a Bond; being 1 September 2017 Issued Price the price at which the Bonds have been issued pursuant to the Terms and Conditions. Issuer AXYS Ltd, a company incorporated under the laws of Mauritius under registration number 135790; Last Day to Register At market close on the last Business Day before the first day of a Books Closed Period; Maturity Date in respect of the Bonds the date upon which the Bonds are to be finally redeemed and all amounts due on the Bonds are to be repaid by the Issuer as set out in the Summary of Bonds and the Terms and Conditions; Mauritius the Republic of Mauritius; MUR or Rs or Rupee the lawful currency of the Republic of Mauritius; Nominal Amount the par value of the Bonds, excluding interest and any adjustment on account of any formula, owing by the Issuer under the Bonds; Person any individual, company, corporation, firm, partnership, joint venture, association, unincorporated organization, trust or other judicial entity, including, without limitation, any state or agency of a state or other entity, whether or not having separate legal personality; Redemption Amount the amount payable on the Redemption of a Bond on the Redemption Date; Redemption Date the date upon which Bonds are redeemed by the Issuer pursuant to a Redemption; Redemption a Final Redemption or Early Redemption, as the case may be; Reference Rate the repo rate of the Bank of Mauritius; Register the register maintained by the Registrar; Registrar MCB Registry and Securities Ltd, or such other entity appointed in accordance with the Agency Agreement; Relevant Date in respect of any payment relating to the Bonds, the date on which such payment first becomes due; Relevant Time the time on the Interest Determination Date, if any, specified in the Terms and Conditions for calculating the Interest Rate on a Bond; SEM the Stock Exchange of Mauritius Ltd; Special Resolution means, in relation to all Bondholders, a resolution passed at a properly constituted meeting of such Bondholders duly convened and held in accordance with the provisions of the Agency Agreement (i) upon a show of hands, by a majority consisting of not less than seventy-five (75) percent of the Bondholders present in person or by proxy and voting thereat or (ii) if a poll is duly demanded, by a majority consisting of not less than seventy-five (75) percent of the votes cast at such poll by the Bondholders present in person or by proxy; Taxes has the meaning set out in Condition 3.12; Terms and Conditions the terms and conditions set out and incorporated in the section of this IM headed Terms and Conditions of the Bonds Transfer Form any transfer form, prescribed by the Registrar from time to time; UIL United Investments Ltd, a company incorporated under the laws of Mauritius under registration number 4390;
04 SALIENT FEATURES OF THE Issuer Placing Agent Registrar and Transfer Agent/ Calculation Agent and Paying Agent Auditor Nature of instrument Currency AXYS Ltd AXYS Stockbroking Ltd MCB Registry and Securities Ltd EY (Mauritius) Ltd Unsecured floating rate Bonds Mauritian Rupees Aggregate Nominal Amount Up to MUR 425,000,000 Nominal Amount MUR 100 per bond Issue Date 1 September 2017 Interest Rate Reference rate + 2.35% per annum and calculated on a daily basis Reference Rate Repo Rate of Bank of Mauritius (currently at 4.00%) Interest Payment Date Interest payments will be paid semi-annually on each 31 January and 31 July occurring prior to the Maturity Date, except for the first interest rate, which will be 5 months after Issue Date, and the last interest payment shall be effected on 31 January 2020. Coupon Amount Nominal Amount x Interest rate x Day Count Fraction Day Count Fraction Actual number of days between actual Interest Payment Date and (i) the Issue date for the first interest payment; or (ii) last Interest Payment Date for the following interest payments other than the first interest payment; divided by 365. Maturity Date 31 January 2020 Bondholder The holder of a Bond from time to time and recorded as such in the Register. Register The Register will be maintained by the Registrar as agent for the Issuer. Risk Factors Investing in the Bonds involves certain risks (see the section of the IM headed Risk Factors ). Early Redemption date 31 January 2018 Early Redemption Amount 50% of Aggregate Nominal Amount of the Bonds at the option of the Issuer. Final Redemption Amount MUR 100 per bond Taxation All payments in respect of the Bonds will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by, or on behalf of Mauritius, or any political subdivision of, or any authority in, or of, Mauritius having power to tax, unless such withholding or deduction of Taxes is required by Applicable Law. Governing law The law of the Republic of Mauritius.
05 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This document is issued by AXYS Ltd ( AXYS, the Company, or the Issuer ), a company incorporated and registered in the Republic of Mauritius pursuant to the Companies Act 2001 on the 27 th January 2016 bearing Registration Number 135790 and Business Registration Number C16135790. The Directors, whose names appear in Section 5.2 of this document, collectively and individually, accept full responsibility for the accuracy and completeness of the information contained herein; as well as confirm, having made all reasonable enquiries that to the best of their knowledge that there are no other facts whose omission would make any statement in this document misleading. As per the terms of the this Information Memorandum and subject to the approval by special resolution of the bondholders of UIL, up to 4,250,000 Bonds will be issued on 1 September 2017 to the bondholders of UIL as consideration for the redemption of their existing bonds and in light of the restructuring process of UIL as detailed in this document. The terms and conditions of the Bonds are described under Terms and Conditions in this IM (the Terms and Conditions ). Details of the aggregate nominal amount of Bonds, interest payable in respect of Bonds, the status of the Bonds, the nominal price of Bonds and any other terms and conditions will be set out in the Terms and Conditions. Investing in the Bonds involves a certain degree of risk. Prospective investors or recipients should carefully consider the matters set out under the caption Risk Factors in this IM. Investors are advised to obtain independent tax advice in relation to any purchase, dealings or disposal of Bonds and in respect of all payments (including all principal, interest and other amounts (if any) payable under or in respect of the Bonds. This IM does not purport to be all-inclusive or to contain all the information that a prospective investor may desire in evaluating the Issuer. Each investor contemplating purchasing any Bonds should make its own independent investigation and appraisal of the financial condition and affairs, and of the creditworthiness of, the Issuer, and the terms and conditions, including the merits and risks involved in making an investment decision with respect to the Bonds. The investment activities of some investors may be subject to investment laws and regulations, or review or regulation by certain authorities. Investors are advised to read the document in its entirety and consult their investment adviser, investment dealer, tax adviser or legal advisers to ensure compliance with their investment policy and before making any investment decision in relation to the Bonds described under the IM. Nothing in this IM shall be construed as an offer (to the public or private). This IM does not constitute, or form a part of, and should not be construed as, an advertisement, invitation, solicitation and/or offer to sell, issue, purchase or subscribe for, any Bonds and do not constitute an offer made to the public or to any person in Mauritius to subscribe for, or purchase, the Bonds. This IM is being circulated solely to provide information on the restructuring of UIL and AXYS and provide an insight on the terms and conditions of the Bonds to be issued. This IM contains particulars relevant to the Company and is intended solely for the use of the person to whom it is addressed. It is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective investor receiving this document from the Company). The distribution of this IM in certain jurisdictions may be restricted. Accordingly, persons, into whose possession this IM comes, are required by the Company to inform themselves about, and to observe, such restrictions. This IM may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding distribution or reproduction of this IM in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act 2005 or the Applicable Laws. This IM may have been sent to you in an electronic form. If so, you are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Issuer or any person appointed by it to distribute the IM nor any person who controls any of them nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the IM distributed to you in electronic format and the hard copy version available to you on request from the Issuer or its appointed representatives.
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07 TABLE OF CONTENTS SALIENT FEATURES OF THE 04 1. THE RATIONALE OF THE 08 2. DESCRIPTION OF THE ISSUER 09 3. TERMS AND CONDITIONS 12 4. SUMMARY OF THE 19 5. GENERAL INFORMATION ON THE ISSUER 20 6. FINANCIAL INFORMATION 24 7. RISK FACTORS 27
08 1. THE RATIONALE OF THE United Investments Ltd ( UIL ) is a public company incorporated in Mauritius and listed on the Development and Enterprise Market ( DEM ) of the Stock Exchange of Mauritius Ltd ( SEM ). UIL is in the process of transferring its investments, assets and liabilities into two fully owned subsidiaries, AXYS Ltd ("AXYS") and OXIA Ltd ("OXIA"), holding the financial services and non-financial clusters of the group, respectively. On 24 July 2017, an application was made to the Supreme Court ( Court ) for a Scheme of Arrangement (the Application ) whereby, on a future date to applied for and ordered by the Court, UIL would be dissolved and shareholders of UIL would each hold shares in each of AXYS and OXIA in the same number and proportion as they held in UIL. UIL will be delisted. AXYS and OXIA will be listed on the Official Market of the SEM and on the DEM, respectively. The aim of the restructuring is to provide greater liquidity to shareholders, provide improved visibility on the performance of each cluster, and unlock shareholder value. As part of the restructuring, the liabilities attributable to the currently listed UIL bonds will be transferred to AXYS. The proposed mechanism of transfer would be through a redemption in kind of UIL bonds with the consideration being the issuance of the AXYS Bonds, bearing the same terms and conditions (as detailed in this IM) as the UIL bonds. 1.1 Terms of issuance of the Bonds The Bonds will be issued to existing bondholders of UIL under the following terms: Maximum amount MUR 425,000,000 Conditions to issue The issuance is subject to redemption in kind at the level of UIL being approved by a special resolution of the UIL bondholder. Notification of allotment Bondholders will be notified of their allotment by email/phone by 1 September 2017. Announcement Date The completion of the Bond Issue will be announced on 1 September 2017. Issue Date 1 September 2017. Proposed First Date of trading On or about 1 October 2017 The dates set out above may be subject to change depending receipt of approval from SEM. Proposed DEM Listing The Company will seek an admission of the Bonds by way introduction on the Development and Enterprise Market of Mauritius subject to the approval of the Stock Exchange of Mauritius being obtained within a month from the Issue date.
09 2. DESCRIPTION OF THE ISSUER AXYS Ltd ( AXYS or the Issuer ) was incorporated as a public company in the Republic of Mauritius on 27 January 2016 as AXYS WEALTH LTD under Business Registration Number C16135790. The Issuer changed its name to AXYS LTD on 7 June 2017. AXYS has inherited from a diversified portfolio of investments in several companies, generally unquoted and, operating in the financial sector globally from United Investments Ltd, its sole shareholder as at date of this document. It should be noted that UIL has made an application to the Supreme Court (the Court ) of Mauritius for the sanction of a scheme of arrangement (the Scheme ), whereby on a future date to be applied for and ordered by the Court, the shareholders of UIL will become shareholders of AXYS and their respective shares in UIL will be cancelled. Subject to the Scheme being sanctioned, and on a date to be ordered, by the Court and upon approval of the SEM, the ordinary shares of the Company will be listed on the Official market of the SEM. GENEVA DUBAI HONG KONG KENYA JO BURG MAURITIUS The final corporate structure of the Issuer, post the transfer from UIL will be as follows: AXYS LOCAL GLOBAL 100% 100% AXYS Investment Partners NWT Conseil SA (Switzerland) 80% 65% AXYS Stockbroking NWT Management SA (Switzerland) 80% 51% SPICE Finance AXYS Corporate Advisory (UAE) 72% 50% NWT Mauritius APEXAFRICA Capital (Kenya) 50% 80% FlexiDrive Four Oaks Advisors (South Africa)
10 2.1 Investees The activities of the investee companies of AXYS include: Leasing Stockbroking Fiduciary/Trust services Corporate Advisory Assets Managers Fleet Management Leasing SPICE Finance Ltd, formerly known as AXYS Leasing (incorporated in Mauritius) evolved from the purchase of Capital Leasing in 2003 and further consolidated its market position through the acquisition of Mauritius Union Assurance (MUA) Leasing in 2006. Capital Leasing has been rebranded to AXYS Leasing in 2010 and then to SPICE Finance recently. The latter company is currently the second largest 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) (incorporated in Mauritius) which has a stockbroking licence and is a member of the SEM and Central Depository & Settlement 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, UIL 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). The Group has currently implemented a restructuring plan in ApexAfrica, which includes new offices, a research desk and client relationship management. Fiduciary/Trust services The Group purchased its first Swiss-based fiduciary business in 2012, known as New World Trust (NWT). In 2013, the Group expanded its presence in Geneva through the acquisition of Caversham S.A, another wellestablished 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, the Group purchased Credit Agricole s Trust Company, in mid-2015, which gave it access to a premium list of clients as well as diversifying AXYS s geographic risk. Consequently, the Group rebranded the entity to NWT Conseil SA, and the Company s assets under administration have increased to over US$ 13 billion. In 2016, The fiduciary business in Switzerland generated a record PBT of MUR130m in 2016 as a result of synergies achieved by operating from a single site and is expected to continue making significant contributions to the Group s bottom-line in the years to come. Together with NWT Mauritius, the NWT brand is now a recognised global player in fiduciary services. In late 2016, the Group further acquired the Frontiere Finance Group, a major player in the fiduciary business, based on Mauritius with niche client base from South Africa. In line with our expansion plan, we expect to derive further synergies and cost saving which will enhance the bottom-line of this segment.
11 AXYS Corporate Advisory AXYS 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 2015. 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. The business has secured some deals while its pipeline continues to grow. This is contributing 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. The company 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. Fleet Management Flexi Drive has been incorporated in Mauritius to pursue fleet management and is a joint venture between the Group and Leal & co. Ltd. Flexi Drive offers full maintenance lease concept with a customer base consisting mainly of SME s and individuals. Banking project The Group 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.
12 3. TERMS AND CONDITIONS 3.1 Issue 3.1.1. An Aggregate Nominal Amount of up to MUR 425,000,000 shall be issued in Bonds. The Nominal Amount of each bond is MUR 100. 3.1.2. The Bonds shall be allotted and issued by the Issuer in accordance with and subject to the Terms and Conditions. 3.1.3. Each Bond shall be held subject to the Terms and Conditions, which Terms and Conditions shall be binding on the Issuer and each Bondholder. 3.1.4. The Nominal Amount of each Bond allotted and issued by the Issuer shall be as recorded in the Terms and Conditions. 3.1.5. Since the Bonds will be issued to more than twenty five (25) Bondholders, the Issuer will appoint a Bondholders Representative pursuant to the Bondholders Representative Agency Agreement. A person becoming a Bondholder will be, deemed to have notice of, and are entitled to the benefit of, and are subject to, all the provisions of the Bondholders Representative Agency Agreement. 3.1.6 The Issuer reserves the right to call back up to a maximum of amount corresponding to half of the aggregate Nominal Amount of the Bonds issued ( Early Redemption ), 5 months after the bond Issue Date in accordance with Condition 3.7.3. Bondholders will be informed in writing of the redemption of the bonds at least one (1) month before the Early Redemption Date. 3.2. Form, Denomination and Title 3.2.1. Each Bond is a Floating Rate Bond 3.2.2. Bonds shall be issued in such denomination of aggregate Nominal Amounts as set out in the Summary of the Bonds. 3.2.3. The Bonds will be issued in inscribed form. The Issuer shall maintain, at its registered office and at the Registrar, a register of Bondholders (the Register ), which shall contain the names, address and the amount of the Bonds held by each Bondholder. 3.2.4. Legal ownership of the Bond will be reflected in book entries recorded by the Registrar on the Register which shall constitute the definitive evidence of the title of the Bondholder to the number of Bonds shown against his name. The Issuer and the Registrar shall not be bound to enter any trust in the Register or to take notice of or to accede to the execution of any trust (express, implied or constructive) to which the Bonds may be subject. No certificates will be issued in respect of the Bonds. 3.2.5. No bearer Bonds shall be issued. Upon the admission on the DEM, the Bonds a) are represented by book entries recorded by the CDS ; b) such book entries shall represent proof of ownership of the rights in a Bond; c) the contents of such book entries will be recorded in the Register with the name, address and bank details of the registered Bondholder; and d) if such Bonds are transferred subsequent to issue, rights of ownership will be transferred via the rules, regulations and procedures of the CDS as may be reflected in the Register.
13 3.2.6. Upon the admission on the DEM, title to the Bonds shall pass in accordance with the rules, regulations and procedures of the CDS, unless the Applicable Law provides otherwise or provides for additional formalities for transfer of title. 3.2.7. The Issuer and Registrar shall recognise a Bondholder as the sole and absolute owner of the Bonds registered in that Bondholders name in the book entries of the CDS as reflected in the Register upon the admission on the DEM and shall not be bound to enter any trust in the Register or to take notice of or to accede to the execution of any trust (express, implied or constructive) to which the Bonds may be subject. 3.3. Status of the Bonds The Bonds are direct obligations of the Issuer and rank pari passu among themselves, and, save for such debts as may be mandatorily preferred by law, equally with all other present and future unsecured and subordinated obligations of the Issuer from time to time outstanding. The Bonds will be unsecured. 3.4. Events of Default The Bondholders Representative at his discretion may, and if so requested in writing by the Bondholders of not less than 75% in Nominal Amount of the Bonds then outstanding or if so directed by a Special Resolution (subject in each case to being indemnified and/or secured to its satisfaction may give notice to the Issuer that any affected Bonds are and shall immediately become, due and repayable at their Nominal Amount together with accrued interest if any of the following events occur: 3.4.1. Non-payment: the Issuer fails to pay the Nominal Amount of any of the Bonds when the same becomes due and payable either at the Maturity Date, upon Redemption, by declaration or otherwise, or the Issuer is in default with respect to the payment of Interest on any of such Bonds and such default in respect of Interest (if caused by administrative or technical error) continues for a period of 3 Business Days; or 3.4.2. Breach of Other Obligations: the Issuer is in default in the performance, or is otherwise in breach, of any warranty, covenant, obligation, undertaking or other agreement under the Bonds or the Bondholders Representative Agency Agreement (other than a default or breach elsewhere specifically dealt with in this Condition 3.4 and such default or breach (if capable of remedy) is not remedied within fifteen (15) Business Days (or such longer period as the Bondholders Representative may reasonably determine) after notice thereof has been given to the Issuer and, if applicable, by the Bondholders Representative; or 3.4.3. Bankruptcy: (i) any Person shall have instituted a proceeding or entered a decree or order for the appointment of a receiver, manager, administrator, liquidator or rehabilitation manager in any insolvency, rehabilitation, readjustment of debt, marshalling of assets and liabilities or similar arrangements involving the Issuer or all or substantially all of their respective assets and such proceeding, decree or order shall not have been vacated or shall have remained in force undischarged or unstayed for a period of sixty (60) Business Days; or (ii) the Issuer shall institute proceedings under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect to be placed into rehabilitation, adjudicated a bankrupt or shall consent to the filing of a bankruptcy, insolvency or similar proceeding against it or shall file a petition or answer or consent seeking reorganisation under any such law or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, manager, administrator, liquidator, rehabilitation manager or trustee or assignee in bankruptcy or liquidation of the Issuer or in respect of its property, or shall make an assignment for the benefit of its creditors or shall otherwise be unable or admit its inability to pay its debts generally as they become due or the Issuer commences proceedings with a view to the general adjustment of its indebtedness, which event in any such case is (in the reasonable opinion of the Bondholders Representative), materially prejudicial to the interests of the Bondholders.
14 3.5. Interest and Calculations 3.5.1. Each Bond bears Interest on its outstanding Nominal Amount from the Issue Date at the rate per annum (expressed as a percentage) equal to the Interest Rate, such Interest being payable in arrears on each Interest Payment Date. 3.5.2. The Interest Rate in respect of Floating Rate Bonds for each Interest Period shall be determined in the manner specified in the Summary of Bonds 3.5.3. For the purposes of any calculations of Interest required pursuant to these Terms and Conditions (unless otherwise specified), (i) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest two decimal points, and (ii) all figures shall use two decimal points and shall be rounded to the nearest Rupee. For these purposes unit means the lowest amount of the currency. 3.5.4. The amount of Interest payable in respect of any Bond for any Interest Period shall be calculated by multiplying the Day Count Fraction by the product of the Interest Rate and the outstanding Nominal Amount of such Bond and as further specified in the Summary of the Bonds (or be calculated in accordance with such formula). 3.5.5. As soon as practicable after the Relevant Time on such Interest Determination Date as the Issuer may be required to determine the Reference Rate, it shall determine such rate and calculate the Interest amounts in respect of the Bonds for the relevant Interest Period, calculate the Final Redemption Amount, or Early Redemption Amount and cause the Interest Rate and the Interest amounts for each Interest Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount or Early Redemption Amount to be notified to the Bondholders, no later than the fourth (4th) Business Day after such determination. 3.5.6. Interest shall cease to accrue on each Bond on the Redemption Date unless, upon due presentation, payment of the Nominal Amount is improperly withheld or refused, in which event Interest shall continue to accrue (before as well as after judgment) at the Interest Rate in the manner provided in this Condition 6 to the date of actual payment. 3.6. Payment 3.6.1. Payments of Redemption Amount in respect of the Bonds shall be made at the specified office of the Registrar. 3.6.2. Interest and Redemption Amounts due on Redemption shall only be payable, in respect of Interest, to Bondholders registered as such on the Last Day to Register immediately preceding the Interest Payment Date in question, and in respect of Redemption Amount, to Bondholders registered as such on the Last Day to Register prior to the Redemption Date in question provided that prior to the admission of the Bonds on the DEM, the Issuer or Registrar receives a Transfer Form by post after the Last Day to Register which was post marked prior to the Last Day to Register, it shall give effect to such transfer even though the Transfer Form was received after the Last Day to Register, provided that it is received within five (5) Business Days after the Last Day to Register. 3.6.3. Subject to Conditions 3.6.1 and 3.6.2, payments of Interest and Redemption Amounts shall be made by the Issuer via electronic funds transfer to the account designated for the purpose by the Bondholder. In the event that, for any reason, payment by means of electronic funds transfer is not possible, payment will be made by cheque in the manner set out in the remainder of this Condition 3.6. 3.6.4. Cheques, if not by electronic funds transfer, in payment of Interest and Redemption Amounts shall be issued by the Issuer or its Paying Agent. Payment of cheques shall be a valid discharge by the Issuer of the obligation upon it to pay Interest or the Redemption Amount on Redemption, as the case may be.
15 3.6.5. Subject to Conditions 3.6.1 and 3.6.2 cheques shall be made payable to the order of: a) the Bondholder; or b) such other Person as may have been notified in writing to the Registrar by the Bondholder (accompanied by the address of that Person and such proof of authority as the Issuer or the Registrar may require) not later than the Last Day to Register in respect of the relevant Interest Payment Date or Redemption Date, as the case may be. 3.6.6. The Cheque will be dispatched to the registered address of the Bondholder as per the Register. 3.7. Redemption, Purchase and Cancellation At maturity 3.7.1. Unless previously redeemed, purchased and cancelled as provided below, each Bond shall be finally redeemed on the Maturity Date specified thereon at its Final Redemption Amount, which, unless otherwise provided, is its Nominal Amount, together with any accrued Interest. Redemption for tax reasons 3.7.2. The Bonds may be redeemed, at the Nominal Amount with accrued interest, at the option of the Issuer in whole, but not in part, at any time, on giving not less than thirty (30) nor more than sixty (60) Business Days notice to the Bondholders (which notice shall be irrevocable) if, immediately before giving such notice, the Issuer satisfies the Bondholders Representative that: a) the Issuer has or will become obliged to pay any additional amount as a result of any change in, or amendment to, the laws or regulations of Mauritius, or any political subdivision or any authority thereof having power to tax therein, or any change in the application or official interpretation of such laws or regulations (including a decision of a court of competent jurisdiction), which change or amendment becomes effective after the Issue Date of the Bonds; and b) such obligation cannot be avoided by the Issuer even though reasonable measures available to it are taken. Prior to the publication of any notice of Redemption pursuant to this Condition 3.7.5, the Issuer shall deliver or procure that there is delivered to the Bondholders or the Bondholders Representative as applicable: i a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such Redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and ii an opinion, in form and substance to the reasonable satisfaction of the Bondholders Representative, of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay any additional amounts or has or will become obliged to make any additional withholding or deduction as a result of such change or amendment. The Bondholders Representative shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances set out in Conditions 3.7.5.a) and 3.7.5.b) above in which event they shall be conclusive and binding on the Bondholders. Upon expiry of any such notice as referred to in this Condition 3.7.5, the Issuer shall be bound to redeem the Bonds in accordance with this Condition 3.7.5. Early Redemption at the option of the Issuer 3.7.3. For the Early Redemption Option provided for in respect of the Bonds and as provided in Condition 3.1.6, the Issuer may, subject to any Applicable Law as indicated in the Summary of Bonds and on giving not less than thirty (30) Business Days irrevocable notice to the Bondholders redeem up to a maximum amount corresponding to half of the aggregate Nominal Amount Bonds (for instance, for a nominal aggregate amount of MUR 212,500,000, if MUR 425,000,000 of Bonds is issued) on any Early Redemption Date. Any such redemption of Bonds shall be at their Nominal Amount together with Interest accrued to the Redemption Date.
16 3.7.4. The Bonds that shall be redeemed under condition 3.7.3, shall be done on a pro-rata basis, being 50% stake of each Bondholder. Early Redemption Amount 3.7.5. The Early Redemption Amount payable in respect of any Bond upon Early Redemption of such Bond pursuant to Conditions 3.7.5 and 3.7.6, and shall be calculated, in the case of the Bonds equal to the Nominal Amount, including any accrued Interest, at the Final Redemption Amount thereof. 3.7.6. Where such calculation is to be made for a period which is not a whole number of years, it shall be calculated on the basis of actual days elapsed divided by 365. Purchases 3.7.7. The Issuer may at any time purchase or procure others to purchase for its account the Bonds at any price in an open market. Bonds so purchased may be held or resold or surrendered for cancellation, at the option of the Issuer. Any Bonds so purchased, while held by or on behalf of the Issuer or any of the Issuer s affiliates, shall not entitle the Bondholder to vote at any meeting of Bondholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of Bondholders. 3.7.8. Bonds purchased by or on behalf of the Issuer, or any of the Issuer s affiliates may be cancelled and if so, together with all Bonds redeemed by the Issuer, may not be reissued or resold and the obligations of the Issuer in respect of any cancelled Bonds shall be discharged. 3.8. Cancellation of Bonds All Bonds which are redeemed shall forthwith be cancelled. 3.9. Prescription The Bonds shall become void unless presented for payment of principal and interest within a period of three (3) years after the Relevant Date. 3.10. Register and Transfer of Bonds 3.10.1. Register a) The Register of Bondholders: i. shall be kept at the office of the Issuer and Registrar; ii. shall contain the names and address of the Bondholders; iii. shall contain the total Nominal Amount of the Bonds held by the Bondholders; iv. shall show the dates upon which each of the Bondholders was registered as such; b) The Registrar shall alter the Register in respect of any change of name or address of any of the Bondholders upon receipt of notification from the Bondholder. c) Except as provided for in these Terms and Conditions or as required by law, upon the admission of the Bonds on the DEM, the Issuer: i. shall only recognize a Bondholder as the owner of the Bonds registered in that Bondholder s name as per the book entries recorded by the CDS as reflected in the Register; ii. shall not be bound to enter any trust in the Register or to take notice of or to accede to the execution of any trust (express, implied or constructive).
17 3.10.2. Transfers of listed Bonds a) Subject to Condition 3.10.2 and the terms of the Agency Agreement, transfers of Bonds will be effected via a Transfer Form deposited at the Registrar. b) Upon the admission of the Bonds on the DEM, subject to the terms of the Agency Agreement, transfers of Bonds that are listed on the DEM will be effected in accordance with the trading procedures established by SEM. c) The Bonds will be freely transferable as from the date of listing until their Maturity Date. d) Trading of Bonds listed on the DEM will be subject to payment of brokerage or any other fees, where applicable, at prescribed rates. 3.11. Agents Generally 3.11.1. Except for the Bondholders Representative, any third party appointed by the Issuer shall act solely as the agent of the Issuer and shall not assume any obligation towards or relationship of agency for or with any Bondholders. 3.11.2. The Issuer shall be entitled to vary or terminate the appointment of such agents and/or appoint additional or other agents and/or approve any change in the specified office through which any agent acts. 3.12. Taxation All payments in respect of the Bonds will be made without withholding or deducting for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ( Taxes ) imposed or levied by, or on behalf of Mauritius, (or any political subdivision of) or any authority in, or of, Mauritius having power to tax, unless such withholding or deduction of Taxes is required by Applicable Law. 3.13. Warranties The Issuer hereby certifies and warrants that all acts and conditions required to be done and performed and to have happened prior to the creation and issuance of each Bond and to constitute the same as the legal, valid and binding obligations of the Issuer enforceable in accordance with their terms, if any, have been done and performed and have happened in due compliance with all Applicable Law. 3.14. Notices 3.14.1. All notices to Bondholders shall be sent by registered mail to their respective addresses appearing in the Register. Any such notice shall be deemed to have been given on the seventh day after the day on which it is mailed. In addition, such notices shall also be valid if published in a daily newspaper of wide circulation in Mauritius. 3.14.2. If any notice is given to Bondholders, a copy thereof shall be delivered to the Bondholders Representative. 3.14.3. Any notice by a Bondholder to the Issuer shall be deemed to have been received by the Issuer, if delivered to the registered office of the Issuer on the date of delivery and, if sent by registered mail, on the seventh day after the day on which it is sent.
18 3.15. Amendment of these Terms and Conditions 3.15.1. These Terms and Conditions set out all the rights and obligations relating to the Bonds and, subject to the further provisions of this Condition 3.15, no addition, variation or consensual cancellation of these Conditions shall be of any force or effect unless reduced to writing and signed by or on behalf of the Issuer and the Bondholders. 3.15.2. These Terms and Conditions may be amended by the Issuer without the consent of the Bondholders for the purpose of curing any ambiguity or of curing, correcting or supplementing and defective provision contained therein, provided that the interests of the Bondholders are not prejudiced by any such amendment. 3.15.3. The Issuer may, with the prior sanction of a Special Resolution of Bondholders, amend these Conditions, provided that no such amendment shall be of any force or effect unless notice of intention to make such amendment shall have been given to all Bondholders in terms of Condition 3.14 above and provided further that any amendment made pursuant to this Condition 3.15.3 shall not affect the rights and obligations of the Bondholders (each an Interested Bondholder ) and the Issuer pursuant to Bond issues made before the amendments come into force except if the Interested Bondholders have expressly consented to such amendment by a Special Resolution. 3.16. Bondholders Representative and Meetings of Bondholders 3.16.1. The Bondholders Representative has been or will be appointed and the Bondholders Representative Agency Agreement been entered or will be entered into with the aim, inter alia, of providing for the protection and enforcement of the rights and entitlements, and the implementation of the obligations, of the Bondholders. Accordingly, all such rights, entitlements and obligations of the Bondholders shall be protected, enforced and implemented, as the case may be, through the office of the Bondholders Representative. 3.16.2. The Issuer may at any time convene a meeting of the Bondholders or a meeting of Bondholders, subject to prior written notice to such Bondholders in accordance with the Bondholders Representative Agency Agreement. This notice is required to be given in terms of Condition 3.14 above. Such notice shall specify the date, place and time of the meeting to be held, which place shall be in Mauritius. 3.16.3. Subject to the Bondholders Representative Agency Agreement, a director or duly appointed representative of the Issuer may attend and speak at a meeting of Bondholders, but shall not be entitled to vote, other than as a proxy or representative of a Bondholder. 3.16.4. Meetings of the Bondholders shall be convened and requisitioned in accordance with the provisions of the Bondholders Representative Agency Agreement. The procedures (including, without limitation, the appointment of a chairman, the required quorum and voting method and threshold) pertaining to the conduct of meetings of the Bondholders or of the Bondholders shall be as set out in the Bondholders Representative Agency Agreement. 3.17. Governing Law The provisions of these Terms and Conditions, the Bondholders Agency Agreement, the Agency Agreement and all rights and obligations to the Bonds, are governed by, and shall be construed in accordance with, the laws of Mauritius in force from time to time. 3.18. Jurisdiction 3.18.1. The courts of Mauritius shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, which may arise out of or in connection with the Bonds (respectively, Proceedings ) and, for such purposes, the Issuer shall irrevocably submit to the jurisdiction of such courts.
19 4. SUMMARY OF THE Issuer Placing Agent Registrar / Calculation Agent and Paying Agent Auditor Nature of instrument Currency AXYS Ltd AXYS Stockbroking Ltd MCB Registry and Securities Ltd EY (Mauritius) Ltd Unsecured floating rate Bonds Mauritian Rupees Aggregate Nominal Amount Up to MUR 425,000,000 Nominal Amount MUR 100 per bond Issue Date 1 September 2017 Interest Rate Reference rate + 2.35% per annum and calculated on a daily basis Reference Rate Repo Rate of Bank of Mauritius (currently at 4.00%) Interest Payment Date Interest payments will be paid semi-annually on each 31 January and 31 July occurring prior to the Maturity Date, except for the first interest rate, which will be 5 months after Issue Date, and the last interest payment shall be effected on 31 January 2020. Coupon Amount Nominal Amount x Interest rate x Day Count Fraction Day Count Fraction Actual number of days between actual Interest Payment Date and (i) the Issue date for the first interest payment; or (ii) last Interest Payment Date for the following interest payments other than the first interest payment; divided by 365. Maturity Date 31 January 2020 Bondholder The holder of a Bond from time to time and recorded as such in the Register. Register The Register will be maintained by the Registrar as agent for the Issuer. Risk Factors Investing in the Bonds involves certain risks (see the section of this IM headed Risk Factors ). Early Redemption date 31 January 2018 Early Redemption Amount 50% of Aggregate Nominal Amount of the Bonds at the option of the Issuer. Final Redemption Amount MUR 100 per bond Taxation All payments in respect of the Bonds will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by, or on behalf of Mauritius, or any political subdivision of, or any authority in, or of, Mauritius having power to tax, unless such withholding or deduction of Taxes is required by Applicable Law. Governing law The law of the Republic of Mauritius.