EVACO LTD Public company with limited liability incorporated on the 3 rd of April 2002 in the Republic of Company Registration Number 40742 and BRN C06040742 Having its registered Office Address: Rivière Citron, 20101, Arsenal, SEM Code: EVAC.D2105 ISIN: MU0523D21050 Dated: 19 th of May 2017 LEC/P/06/2017 ( EVACO or the Issuer or the Company ) SUPPLEMENT TO LISTING PARTICULARS In respect of the issue by way of private placement and listing of up to 75,000 new redeemable secured floating rate notes (the Notes) of a principal value of MUR 1,000 each and maturing on 16 th of June 2021. This supplement to the Listing Particulars ( supplement ) should be read together with the Listing Particulars issued by EVACO on the 9 th of June 2016 ( Listing Particulars ). The Listing Particulars were vetted by the Listing Executive Committee of the SEM, in conformity with the Listing Rules, on the 9 th of June 2016. The definitions set out on pages 6, 7, 8 and 9 of the Listing Particulars have, where appropriate, been used in this supplement. These Listing Particulars, including the supplement, include particulars given in compliance with the SEM Rules under Chapter 18 Part B governing the Official Listing of Securities for the purpose of giving information with regards to the Issuer. The Directors, whose names appear on Page 4 of this document, collectively and individually accept full responsibility for the accuracy or completeness of the information contained in this supplement and confirm having made all reasonable enquiries and that to the best of their knowledge and belief, there are no other facts the omission of which would make any statements herein misleading. The entities whose names are included in the Listing Particulars and this Supplement to the Listing Particulars have consented in writing to the inclusion of their names in the capacity stated and have not withdrawn their written consent prior to the dissemination of this supplement to the Listing Particulars. This document is neither an invitation nor an offer to purchase or subscribe for Notes issued by EVACO. This document is issued for the purpose of giving information in relation to the application made by EVACO. It is intended only for qualified investors and to 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. Neither the Listing Executive Committee ( LEC ) of the Stock Exchange of Ltd, nor the Stock Exchange of Ltd ( SEM ), nor the Financial Services Commission ( FSC ) assumes any responsibility for the contents of this document. The LEC of the SEM, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. The SEM, the LEC of the SEM 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 regards to it. Permission has been granted by the SEM on the 19 th of May 2017 for the listing of up to 75,000 new redeemable secured floating rate notes of a principal value of MUR 1,000 each and maturing on 16 th of June 2021. A copy of this supplement has been filed with the FSC. Dated: 19 th of May 2017
CORPORATE INFORMATION Registered office and postal address of the company EVACO Ltd, Rivière Citron, Arsenal, 20101, Corporate Advisor PSG Wealth Ltd, Suite 305, Barkly Wharf, Caudan Waterfront, Port-Louis, Company Secretary Box Office Ltd, 2 nd Floor, Palm Square, La Mivoie, Tamarin, 90906, Licensed Auditors Cays Associates, 5 th Floor, GM Tower, 7 Maupin Street, Port Louis, Security Agent SBM Fund Services Ltd, Level 10, Henessy Tower, Pope Hennessy Street, Port Louis, Noteholders Representative SBM Fund Services Ltd, Level 10, Henessy Tower, Pope Hennessy Street, Port Louis, Registrar, Calculation, Transfer and Paying Agent SBM Fund Services Ltd, Level 10, Henessy Tower, Pope Hennessy Street, Port Louis, Sponsoring Broker Swan Securities Ltd, Swan Centre, 10, Intendance Street, Port-Louis,
UPDATED LIST OF DIRECTORS OF EVACO Name Position & Date of Appointment Residential address Mr. Arnaud Mayer Executive Director April 2002 Villa 20, Oasis Complex, Péreybère Mr. Guillaume Durant Executive Director Feb 2016 Avenue des Nénuphars, Albion Mr. Mouez Rayabi Executive Director Feb 2016 17, Lorier Road, Pointe aux Canonniers, Grand Bay Ms. Karen Angus Executive Director Feb 2016 Morcellement Raffray, Pointe aux Canonniers, Grand Bay Mr. Philippe Hardy Non-Executive Director Mar 2016 Les Salines Pilot, Rivière Noire Mrs. Brigitte Tomi Independent Director Mar 2016 La Joya, La Cocoteraie, Péreybère, Grand Bay Mr. Jean-Marc Lagesse Independent Director Mar 2016 Jason Court No. 5, Victor de la Faye Street, Queen Mary Avenue, Floréal UPDATED GROUP STRUCTURE Company name Activity % Ownership EVACO Construction Ltd Construction 100 EVACO Holiday Resorts Ltd Hospitality and Leisure 49* Les Villas Athena Ltée Property Development Real Estate Scheme 100 Le Domaine des Alizées Ltée Property Development Real Estate Scheme 100 Le Clos du Littoral Ltée Property Development Real Estate Scheme 100 Le Clos du Littoral Phase II Ltd Property Development Real Estate Scheme 100 Le Clos du Littoral Phase III Ltd Property Development 100 Archipel des Saveurs Ltd Restaurant 49* EVACO Beach Club Ltd Restaurant 49* Le Spa du Domaine Ltée Spa 100 EVAJET Ltd Business Aircraft Operations 100 Creative Properties Ltd Property Development 100 Aquamarine Watersport Ltd Import and Export 100 Cape Rock Marina Ltd Dormant 75 Sunrise Cape Marina Ltd Dormant 100 Evasio SAS Incorporated in Reunion Island. 100 Property Development and Hospitality Activity Watersavr Indian Ocean Ltd Import & Export 100 Allskin Ltd Beauty Parlour 10 Highlands Hills Properties Ltd Property Development 100 Aros Entertainment Ltd Restaurant 100 *The Board of Directors of EVACO has effective control of these entities.
INTRODUCTION On the 9 th of June 2016, EVACO issued a Listing Particulars relating to the placing, issue and listing of 169,050 redeemable secured floating rate Notes due 2021 at an issue price of MUR 1,000 each; the proceeds of which were used to refinance banking facilities as stated in the Listing Particulars. An application is being made through this supplement for the issue and listing of up to 75,000 new redeemable secured floating rate Notes due 2021 to qualified investors by private placement. The Company reserves the right not to proceed with the private placement if it is not able to raise a minimum of MUR 40 million, in which case, any sums committed by investors will be refunded to them and the bank loans described below will be rolled over on their respective due dates. The current issue of Notes will not be underwritten. Should all the Notes be placed, the total number of Notes outstanding shall be 244,050. The Notes issued will be admitted to listing on the 2 nd of June 2017. PURPOSE OF THE NEW ISSUE OF NOTES The proceeds from the first issue of notes issued on 17 th June 2016 have been used to refinance banking facilities as stipulated in the Listing Particulars. The proceeds from the new issue of Notes will be used to refinance borrowings in the following order of priority: (1) MUR 48 million relating to Evaco Construction Ltd which is normally due on 31 st May 2017 and 30 th September 2017, (2) MUR 13 million relating to Evaco Ltd which is normally due on 31 st May 2017 and (3) to repay MUR 14 million of debt contracted by Le Clos du Littoral Phase II Ltd which is normally due on 31 st October 2017. The outstanding amount of bank debt that is expected to remain after the above borrowings are repaid will amount to MUR 10 million and is normally due on 31 st October 2017. The two above-mentioned subsidiaries of EVACO are more fully described in Section 4 of the Listing Particulars. The Notes being issued under this Supplement will be issued under the same terms and conditions as stated in the Listing Particulars except for interest commencement date being the 19 th of May 2017. Both the existing Notes and the new issue of Notes will be secured by way of a first rank charge on the guarantees. The main salient features of the Notes have been included in Annex I of this Supplement. LEGAL OR ARBITRATION PROCEEDINGS The legal or arbitration proceedings detailed in Section 5.8 of the Listing Particular are still pending. OTHER INFORMATION There has been no significant change to the information provided in the Listing Particulars since the date of its issue except for: 1. the resignation of the Mr. Enrico Gébert as Director of the company and Group Finance Director; and 2. changes as reflected in the updated Group Structure. On the 12 th of December 2016, the stated capital of the company has been increased from MUR 100,000 to MUR 100,000,000. The issue of shares has been paid out of retained earnings. The unaudited financial statements of EVACO Ltd for the year ended 30 th of June 2016 and nine months ending
31 st of March 2017 are appended to this supplement. Signed at Arsenal, on the 19 th of May 2017 on behalf of EVACO Ltd. Arnaud MAYER who warrants that he is duly authorised thereto by resolution of the board of directors of EVACO Ltd
ANNEX I SALIENT FEATURES OF THE NOTES 1. Nature of instrument Redeemable Secured Floating Rate Notes (the Notes ) 2. Issuer EVACO Ltd 3. Currency Mauritian Rupees (MUR) 4. Purpose of the issue The proceeds from the new issue of Notes will be used to refinance borrowings in the following order of priority: (1) MUR 48 million relating to Evaco Construction Ltd which is normally due on 31 st May 2017 and 30 th September 2017, (2) MUR 13 million relating to Evaco Ltd which is normally due on 31 st May 2017 and (3) to repay MUR 14 million of debt contracted by Le Clos du Littoral Phase II Ltd which is normally due on 31 st October 2017. The outstanding amount of bank debt that is expected to remain after the above borrowings are repaid will amount to MUR 10 million and is normally due on 31 st October 2017 5. Principal amount per note MUR 1,000 6. Issue price 100% of Principal Amount per Note 7. Interest rate Repo Rate + 3.00% p.a. (totaling, as at the 19 th of May 2017, 7.00% p.a.) 8. Maturity date 16 June 2021 9. Interest payment dates Interest shall be paid quarterly on 15 June, 15 September, 15 December and 15 March in each year commencing on 15 June 2017 subject to adjustment in accordance with the Following Business Day Convention. 10. Timetable Issue & allotment date Interest commencement date Listing date First date of trading 19 May 2017 19 May 2017 02 June 2017 02 June 2017 11. Early redemption Solely at the option of the Issuer (in whole or in part), early redemption may intervene as from 16 June 2019 (subject to adjustment in accordance with the Business Day Convention). 12. Redemption price 100% of Principal Amount per Note 13. Form of the Notes The Notes will be issued in inscribed form. Legal ownership is reflected in book entries recorded by the Registrar. Upon admission to listing of the Official Market of the SEM, legal ownership of the Notes will be reflected in book entries recorded by the Central Depository and Settlement Co. Ltd and such records shall constitute the definitive evidence of the title of the Noteholder to the number of Notes shown in his CDS account. 14. Status of the Notes The Notes constitute secured debt obligations of the Issuer and as such:
are secured by way of a first rank mortgage on land of an extent of 14,570m 2 and buildings of an extent of 7,910m 2 situated at Rivière Citron, Solitude, and belonging to EVACO Construction Ltd, on which stands the offices and factory of EVACO Construction Ltd in favour of the Security Agent on behalf of the Noteholders, pari passu with the mortgage on the same property registered for existing Noteholders, are secured by way of pledge of shares of Creative Properties Ltd, a fully owned subsidiary of EVACO which owns an extent of land at Anse La Raie, Cap Malheureux, inscribed in TV 201509/000153 and which land has been earmarked for the project Le Cap in favour of the Security Agent on behalf of the Noteholders, pari passu with the pledge on the same shares registered for existing Noteholders, rank pari passu without any preference among themselves, rank senior to holders of all classes of share capital of the Issuer and unsecured creditors. 15. Listing status Permission has been granted by the Listing Executive Committee for the Notes to be admitted for listing on the Official Market of the SEM on 2 nd of June 2017. 16. Taxation Prior to listing: interest paid by the Issuer to any Noteholder is subject to income tax at the current rate of 15% p.a, where interest is paid to a Noteholder which is a nonresident, the Issuer will be required by the Income Tax Act to withhold income tax at the current rate of 15% p.a. (subject to any double taxation agreement in force between and the foreign country where the Noteholder is resident). Upon listing: interest paid by the Issuer to a Noteholder, which is a company or collective investment scheme resident in, is subject to income tax at the current rate of 15% p.a, interest paid by the Issuer to a Noteholder who is an individual, société or succession which is resident in Mauritus, is exempt from income tax, where interest is paid to a Noteholder (other than an individual, société, succession or a non-resident company) which is a non-resident, the Issuer will be required by the Income Tax Act to withhold income tax at the current rate of 15% p.a. (subject to any double taxation agreement in force between and the foreign country where the Noteholder is resident). 17. Governing Law The Laws of the Republic of