central common cold store ltd. - constant. cccs... · central common cold store ltd. “the creole...

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CENTRAL COMMON COLD STORE LTD.

Company No: 8415730-1 Incorporated on June 2nd 2015 in the Republic of Seychelles Registered Office: The Creole Spirit Quincy Street, Victoria, Mahé, Seychelles P.O. Box 18

Offering Prospectus JUNE 26th 2017

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CENTRAL COMMON COLD STORE Ltd. “TheCreoleSpirit”,P.O.Box18,QuincyStreet,

Victoria,Mahé,Seychelles

Disclaimer OFFERING PROSPECTUS THIS OFFERING PROSPECTUS (THE “PROPECTUS”) HAS BEEN DRAWN UP IN ACCORDANCE WITH THE SEYCHELLES SECURITIES ACT 2007 AND THE SECURITIES (PROSPECTUS) REGULATIONS 2008. PLEASE READ THIS DISCLAIMER CAREFULLY. IT APPLIES TO ALL PERSONS WHO ACCESS THE PROSPECTUS (THE “PROSPECTUS”) AND/OR THE RELATED DOCUMENT. BY ACCESSING THE INFORMATION CONTAINED IN IT, YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THE TERMS AND CONDITIONS. PLEASE NOTE THAT THIS DISCLAIMER MAY BE ALTERED OR UPDATED FROM TIME TO TIME. SOME OF THE MATERIALS AND INFORMATION IN THE PROSPECTUS MAY NOT BE AND SHOULD NOT BE ACCESSED, RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OTHER JURISDICTIONS THAT MAY CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS. NEITHER CENTRAL COMMON COLD STORE LIMITED (“CCCS LTD”) NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS ASSUME ANY FURTHER RESPONSIBILITY IN RELATION TO THE CONTENTS OF THE PROSPECTUS, INCLUDING UPDATES OF ANY INFORMATION. ALL INFORMATION IN THE PROSPECTUS IS MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. NO OFFER, NO SOLICITATION OF AN OFFER TO BUY SECURITIES ALL INFORMATION IN THE PROSPECTUS AND THE RELATED DOCUMENTS ARE HISTORIC AND PROVIDED FOR INFORMATION PURPOSES ONLY. SHARES OR SECURITIES IN CCCS LTD SHOULD NOT BE TRADED IN RELIANCE ON OR AS A RESULT OF INFORMATION IN THE PROSPECTUS OR THE RELATED DOCUMENTS WHICH MAY NOT REPRESENT THE CURRENT POSITION OF CCCS LTD. THE PROSPECTUS DOES NOT UNDER ANY CIRCUMSTANCES OR IN ANY JURISDICTION, CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR SOLICIT AN OFFER TO BUY, ANY SHARES OR SECURITIES IN CCCS LTD. THERE SHALL NOT BE ANY SALE OF SHARES OR SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. BY ACCESSING THE PROSPECTUS OR THE RELATED DOCUMENT, YOU REPRESENT AND WARRANT TO CCCS LTD THAT YOU ARE DOING SO FOR INFORMATION PURPOSES ONLY. ACCESS ACCESSING THE PROSPECTUS MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. IN OTHER JURISDICTIONS, ONLY CERTAIN CATEGORIES OF PERSONS ARE PERMITTED TO ACCESS THE PROSPECTUS. IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF ANY RELEVANT LAWS AND REGULATORY REQUIREMENTS. YOU ARE REMINDED THAT THE INFORMATION IN THE PROSPECTUS HAS BEEN MADE AVAILABLE TO YOU AT YOUR REQUEST. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU ARE RESPECTING THE LAWS OF THE JURISDICTION IN WHICH YOU ARE DOMICILED AND YOU ARE NOT AUTHORISED TO,

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DELIVER THE INFORMATION, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON. NO ADVICE OR REPRESENTATIONS NO INFORMATION MADE AVAILABLE IN THE PROSPECTUS OR THE RELATED DOCUMENTS ARE OR PURPORTS TO BE AN INVESTMENT, TAX OR OTHER ADVICE OR IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION. NOR SHOULD ANY SUCH INFORMATION BE CONSIDERED A RECOMMENDATION BY CCCS LTD OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (OR ANY RELATED PERSON OR ENTITY) TO PURCHASE OR SELL ANY SHARES OR SECURITIES. NEITHER CCCS LTD OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (OR ANY RELATED PERSON OR ENTITY) MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION MADE AVAILABLE IN THE PROSPECTUS. NOTHING SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT ANY INFORMATION MADE AVAILABLE IN THE PROSPECTUS OR THE RELATED DOCUMENTS ARE UP TO DATE AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION OR THAT THERE HAS BEEN NO CHANGE TO ANY SUCH INFORMATION OR IN THE AFFAIRS OF CCCS LTD SINCE THE DATE OF SUCH INFORMATION. NEITHER CCCS LTD OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (OR ANY RELATED PERSON OR ENTITY) HAS ANY DUTY TO MAINTAIN OR UPDATE ANY MATERIAL IN THE PROSPECTUS. FORWARD LOOKING STATEMENTS THE PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITH RESPECT TO CERTAIN OF CCCS LTD PLANS AND ITS CURRENT GOALS AND EXPECTATIONS RELATING TO ITS FUTURE FINANCIAL CONDITION AND PERFORMANCE. CCCS LTD CAUTIONS READERS THAT NO FORWARD-LOOKING STATEMENT IS A GUARANTEE OF FUTURE PERFORMANCE AND THAT ACTUAL RESULTS COULD DIFFER MATERIALLY. THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE FACT THAT THEY DO NOT RELATE ONLY TO HISTORICAL OR CURRENT FACTS. FORWARD-LOOKING STATEMENTS SOMETIMES USE WORDS SUCH AS “MAY”, “WILL”, “SEEK”, “CONTINUE”, “AIM”, “ANTICIPATE”, “TARGET”, “PROJECTED”, “EXPECT”, “ESTIMATE”, “INTEND”, “PLAN”, “GOAL”, “BELIEVE”, “ACHIEVE” OR OTHER WORDS OF SIMILAR MEANING. EXAMPLES OF FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS, STATEMENTS REGARDING THE CCCS LTD FUTURE FINANCIAL POSITION, INCOME GROWTH, ASSETS, IMPAIRMENT CHARGES AND PROVISIONS, BUSINESS STRATEGY, CAPITAL, LEVERAGE AND OTHER REGULATORY RATIOS, PAYMENT OF DIVIDENDS, PROJECTED LEVELS OF GROWTH IN THE BANKING AND FINANCIAL MARKETS, PROJECTED COSTS, ORIGINAL AND REVISED COMMITMENTS AND TARGETS AND OTHER STATEMENTS THAT ARE NOT HISTORICAL FACT. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO FUTURE EVENTS AND CIRCUMSTANCES. THESE MAY BE AFFECTED BY CHANGES IN LEGISLATION, THE DEVELOPMENT OF STANDARDS AND INTERPRETATIONS UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS), EVOLVING PRACTICES WITH REGARD TO THE INTERPRETATION AND APPLICATION OF REGULATORY

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STANDARDS, THE OUTCOME OF CURRENT AND FUTURE LEGAL PROCEEDINGS AND REGULATORY INVESTIGATIONS, FUTURE LEVELS OF CONDUCT PROVISIONS, THE POLICIES AND ACTIONS OF GOVERNMENTAL AND REGULATORY AUTHORITIES, GEOPOLITICAL RISKS AND THE IMPACT OF COMPETITION. IN ADDITION, FACTORS INCLUDING (BUT NOT LIMITED TO) THE FOLLOWING MAY HAVE AN EFFECT: CAPITAL, LEVERAGE AND OTHER REGULATORY RULES (INCLUDING WITH REGARD TO THE FUTURE STRUCTURE OF CCCS LTD) APPLICABLE TO PAST, CURRENT AND FUTURE PERIODS; GLOBAL MACROECONOMIC AND BUSINESS CONDITIONS; THE EFFECTS OF CONTINUED VOLATILITY IN CREDIT MARKETS; MARKET RELATED RISKS SUCH AS CHANGES IN INTEREST RATES AND FOREIGN EXCHANGE RATES; EFFECTS OF CHANGES IN RAW MATERIAL PRICES; EFFECTS OF CHANGES IN VALUATION OF CREDIT MARKET EXPOSURES; VOLATILITY IN CAPITAL MARKETS; CHANGES IN CREDIT OF CCCS LTD. A NUMBER OF THESE INFLUENCES AND FACTORS ARE BEYOND CCCS LTD CONTROL. FORECASTED INCOME, DIVIDEND PAYMENTS, AND CAPITAL AND LEVERAGE RATIOS MAY DIFFER MATERIALLY FROM THE PLANS, GOALS, AND EXPECTATIONS SET FORTH IN CCCS LTD FORWARD-LOOKING STATEMENTS.

NO ON-SELLING OR OTHER USE NO PERSON OR ENTITY MAY USE OR RELY ON THE INFORMATION MADE AVAILABLE IN THE PROSPECTUS FOR ANY PURPOSE WHATSOEVER, INCLUDING, IN PARTICULAR, THE MAKING OF ANY OFFER TO SELL, OR ANY SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OR SHARES ISSUED IN CCCS LTD. NEITHER CCCS LTD NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (OR ANY RELATED PERSON OR ENTITY) ACCEPTS ANY RESPONSIBILITY FOR OR SHALL HAVE ANY LIABILITY IN RESPECT OF ANY USE OF ANY INFORMATION OR MATERIALS MADE AVAILABLE IN THE PROSPECTUS. DECLARATIONS THE PROSPECTUS HAS BEEN DRAWN IN ACCORDANCE TO THE REGULATIONS OF THE SECURITIES ACT 2007 AND THE SECURITIES (PROSPECTUS) REGULATIONS 2008. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT A LAWYER OR A PERSON LICENSED UNDER THE SECURITIES ACT 2007 WHO IS ABLE TO GIVE EXPERT ADVICE ON THE ACQUISITION OF SHARES AND OTHER SECURITIES. IF YOU ARE IN ANY DOUBT, YOU SHOULD SEEK INDEPENDENT AND OR PROFESSIONAL ADVICE. NEITHER CCCS LTD NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (OR ANY RELATED PERSON OR ENTITY) OR ANY OF THEIR ADVISERS ASSUMES ANY RESPONSIBILITY FOR ANY VIOLATION BY ANY PERSON OF ANY OF THESE RESTRICTIONS. THE DIRECTORS OF CCCS LTD ACKNOWLEDGE THAT TO THE BEST OF THEIR KNOWLEDGE INFORMATION CONTAINED IN THE PROSPECTUS IS IN ACCORDANCE WITH THE BEST AVAILABLE FACTS AND ARE NOT AWARE OF ANY OMISSIONS LIKELY TO AFFECT THE IMPORT OF THE INFORMATION.

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Corporate Information and Advisors

Directors Mr. Peter Guy Andrew Sinon Captain Raymond Robert Morgan Mr. Jacques d'Armand de Chateauvieux Mr. Philippe Rene Georges Rochet

Independent Auditors BDO Associates Chartered Certified Accountants The Creole Spirit Building Quincy Street Victoria, Mahé Seychelles (P.O. Box 18) Corporate Secretary Corporate Registrars Pty. Ltd. The Creole Spirit Building Quincy Street Victoria, Mahé Seychelles (P.O. Box 18) Sponsor Advisor Constant Capital (Seychelles) Limited (Registration number: 84103 06-1) F29, First Floor, Eden Plaza Eden Island, Mahé Seychelles Legal advisor and Barrister Pardiwalla Twomey Lablache Suite 109 Premier Building, Victoria, Mahé Seychelles P.O. Box 343

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Table of Contents

Corporate Information and Advisors ............................................................................................................... 5 Table of Contents ............................................................................................................................................... 6 1. Summary of the Offering Prospectus .................................................................................................... 8

a. Executive Summary ............................................................................................................................ 8 b. Information on the issuer ................................................................................................................... 8

i. Business Description ..................................................................................................................... 8 ii. Company History and Accomplishments ..................................................................................... 9 iii. Existing shareholder structure ................................................................................................... 10 iv. Anticipated organization chart .................................................................................................... 10 v. Current Financial Information ..................................................................................................... 11 vi. Board of Directors ......................................................................................................................... 12 vii. Summary of Main Risks Factors ............................................................................................ 15

c. Share Issue Transaction Characteristics ........................................................................................ 15 i. Target of the transaction .............................................................................................................. 15 ii. Responsible Persons ................................................................................................................... 16 iii. Corporate Secretary and Auditors .............................................................................................. 16 iv. Third Party Evaluation .................................................................................................................. 16 v. Sponsor advisor ............................................................................................................................ 16

2. CCCS Project ........................................................................................................................................... 17 a. Overview ............................................................................................................................................. 17 b. Location: Ile du Port, Mahé ............................................................................................................... 18 c. CCCS Objectives ................................................................................................................................. 19 d. Industry analysis ................................................................................................................................ 20 e. CCCS Services .................................................................................................................................... 21 f. CCCS Expected Customers ............................................................................................................... 22 g. CCCS Master Plan .............................................................................................................................. 23 h. Energy and Water .............................................................................................................................. 25 i. Forecasted Financials ....................................................................................................................... 27

i. Business Plan Assumptions ....................................................................................................... 27 ii. P&L ................................................................................................................................................. 28 iii. Balance Sheet ................................................................................................................................ 29 iv. Cash Flow Statement ................................................................................................................... 29 v. Key Performance Indicators (KPI) .............................................................................................. 29

j. Forecasted Capex .............................................................................................................................. 31 k. Site Work already performed ........................................................................................................... 31 l. Location pictures ............................................................................................................................... 33 m. Forecast and Schedule ................................................................................................................. 34

3. CCCS Shares Offering ............................................................................................................................ 35 a. CCCS approved targeted shareholding ........................................................................................... 35 b. Right attached to the shares ............................................................................................................ 36

i. Shareholder structure, rights and variation .............................................................................. 36 ii. Dividends ....................................................................................................................................... 36 iii. Restriction on Shares ................................................................................................................... 37

c. CCCS Share Issue Milestone ............................................................................................................ 37 d. CCCS Share Issue Underwriting ...................................................................................................... 37

4. Historical information ............................................................................................................................ 38

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5. Risk factors ............................................................................................................................................. 39 a. Financial risk ...................................................................................................................................... 39

i. Electricity ....................................................................................................................................... 39 ii. Inflation Cost .................................................................................................................................. 40 iii. Insurance ....................................................................................................................................... 40 iv. Foreign Exchange Rate ................................................................................................................ 40 v. Liquidity .......................................................................................................................................... 40

b. Operational risk ................................................................................................................................. 40 i. Cold Storage Operation ................................................................................................................ 40 ii. Key Managers & Staff ................................................................................................................... 41 iii. Certification .................................................................................................................................... 41 iv. Supplier .......................................................................................................................................... 41 v. Extra-ordinary Events & Litigation ............................................................................................. 41

c. Market and economic risk ................................................................................................................ 41 i. The Market Risk ............................................................................................................................ 41 ii. Pricing Competition Container/Cargo Reefer ............................................................................ 41 iii. Volatility of Tuna Price .................................................................................................................. 42 iv. Fish Processing Operation .......................................................................................................... 42 v. Counter-Party or Customer Risk ................................................................................................ 42 vi. Environmental risks ..................................................................................................................... 42 vii. Quotas ........................................................................................................................................ 42 viii. Catch of Protected Species ..................................................................................................... 42 ix. Mortality of Tuna ........................................................................................................................... 43 x. Change in geography of tuna fishing model .............................................................................. 43 xi. Substitution .................................................................................................................................... 43 xii. Ocean Pollution ........................................................................................................................ 43

d. Other Risks ......................................................................................................................................... 43 i. Political Risk .................................................................................................................................. 43 ii. Intellectual Property Risk ............................................................................................................ 43

6. Information on Issuing Company and Partners .................................................................................. 44 a. Founders ............................................................................................................................................. 44 b. SSI ....................................................................................................................................................... 44

7. Investment characteristics .................................................................................................................... 45 a. Investment case ................................................................................................................................. 45 b. Conditions precedent ........................................................................................................................ 45 c. Status of Conditions precedent ........................................................................................................ 45

8. Company by law and governance ......................................................................................................... 46 a. Company’s denomination ................................................................................................................. 46 b. Company memorandum of association .......................................................................................... 46 c. New Company Governance .............................................................................................................. 46

9. Procedure to apply for shares .............................................................................................................. 47 10. Issuing Agent information ................................................................................................................ 47 11. Appendices ......................................................................................................................................... 48

a. Investment Presentation ................................................................................................................... 48 b. Third party evaluation project .......................................................................................................... 48 c. By laws ................................................................................................................................................ 48 d. Request for Allocation forms ........................................................................................................... 48 e. Audited Accounts and Statement by Auditors ................................................................................ 48 f. Information request and shareholder contact ............................................................................... 48

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1. Summary of the Offering Prospectus

a. Executive Summary

Central Common Cold Store Ltd. (hereafter referred as CCCS) will create a unique port infrastructure in Seychelles; as a Blue economy initiative, it will sustain local development and contribute to marine ecosystem preservation. CCCS will offer a Central and Common Cold Store innovative solution to improve fishing companies logistics in port, leading to revenue increase and cost savings for its customers as well as providing opportunities for new businesses to be developed. Seychellois investors, Individual and entities, are offered to invest in a future flagship project of Seychelles economy.

b. Information on the issuer

i. Business Description Incorporated in 2015, CCCS will be offering facility and infrastructure services for cold storage solution, including sorting, sizing and grading of frozen seafood to fishing companies and fish processing companies operating in the Western Indian Ocean. CCCS Objective is to contribute to Seychelles Blue Economy and Victoria’s fishing hub efficiency by offering a Common Logistic Platform together with IPHS quay to allow:

- Efficient unloading with IPHS Quay - Sorting & Sizing to improve export and selling price as sorted by tuna species - Grading, Cold Chain Preserved and traceability - Storage: 12,600 tons capacity storage at -20°C and -40°C allowing buffer capacity

and sizing/grading at any time without reducing the unloading speed. - Container Stuffing from grading room or cold store preserving the cold chain in a

environment controlled area and improving the efficiency in the number of container filled up per day (versus doing it on the quay only).

- Facilitate the disposal of by-catch by all fishing vessels After funding secured, CCCS will erect a 12,500m2 building able to store up to 12,600 tons of fish, including 10,000 tons at -200C and 2,600 tons at -400C on a 22,000m2 land leased from Government of Seychelles. The facility will also includes a 1,950m2 of processing area, that will be rented on a long term basis by a third party operator named OPS (Ocean Product Seychelles). CCCS and adjacent operators will be powered by a 6 Mega Watts autonomous Hybrid PV+Genset installation. In addition, CCCS will have a desalination Plant that will produce 300 m3/day of water to be use for processing, washing and offices. CCCS will produce ice for local fishermen.

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ii. Company History and Accomplishments

The original project of building IPHS port in zone 14 included a Sapmer fully owned 3,000 tons cold store that has been approved by Government on 29 May 2014. Following the first Forum on the blue economy in December 2014, Jaccar Holdings (owner of SAPMER and investor in IPHS) suggested to substitute to “SAPMER only” cold store a Central Common Cold Store of 12,000 tons to mutualize the service and to be used by all parties potentially interested. The SAPMER project became the CCCS project. As a result of discussions held between Jaccar Holdings and Seychelles relevant authorities, the CCCS project has been implemented. As of today the situation is the following:

- CCCS is a registered company with 100$ equity split 80% for JACCAR Holdings and 20% for IPHS

- CCCS board is made of two representatives from JACCAR (Mr. Jacques de Chateauvieux and Mr. Philippe Rochet), one from IPHS (Captain Robert Morgan) and an independent member who is also the Chairman (Mr. Peter Simon)

CCCS have accomplished the following:

- Government Approval of CCCS project and early entry on 22,000m2 (H11806 Plot) given 20th of May 2015

- The company was incorporated in the Seychelles on June 2nd 2015 - Planning Approval given on 14th May 2015 (DC/703/15) - ITZ license approved by FSA (Financial Services Authority) received on 22nd

October 2015 (Effective up to 2020 and renewable after 2020) - Agreement has been reached in March 2016 with the relevant authorities to have

an independent and autonomous off grid power production

Project is at the following completion stage: - Land backfilling, demarcation and fencing has been

done - Piling required (400 Piles) to support the 12,600t and

the 12,500 m2 building completed in December 2016 by Seychellois Contractor (UCPS).

- First round of civil work, steel structure building tender completed

- First round of Cold panels and refrigeration tender have been done

- First round of Energy provision tender has been done

The company has already spent 4,1M USD in the pilling work, CCCS Building Design work, tenders Surveyors & others initial studies and G&A

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iii. Existing shareholder structure

The existing shareholding structure of CCCS LTD is as follows: Shareholders % JACCAR Holdings SAS 80% IPHS Ile du Port Handling Services LTD. 20% Total 100%

CCCS is a registered company with 100$ equity

iv. Anticipated organization chart

After funding secured, CCCS expand it project team around the General Manager and Project Manager, by adding one HR & Admin manager and one Finance Manager. Management will then prepare hiring process to reach the organization chart below expected for the beginning of operations. CCCS is expected to hire about 33 employees full time to cover management of its operations inside the cold store. Some of the services, such as sorting and the laboratory will be done in partnership with third entities.

Board of Directors

General Manager

Project Manager

Administration & HR Finance Health and Safety Officer Operation Manager

Supervisor SortingSupervisorCold Store

Drivers / Workers

Grading and Quality Manager

Laboratory

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v. Current Financial Information

The below information has been extracted from the audited accounts, audited by BDO Associates, for two fiscal years, the first one ending in December 2015 and the second one ending in December 2016.

Audited Balance sheetin '000USD 2015a 2016a Non current assetsFix assets 1,054 4,158 Current assetsAccount receivables 8 Cash 60 8 Total assets 1,121 4,166 EquityShare capital 0 0 Revenue deficit (88) (272) Non current liabilitiesBorrowings 1,183 987 Current liabilitiesBorrowings 0 914Account payables 26 2,536 Total liabilities and Equity 1,121 4,166

Audited P&Lin '000USD 2015a 2016a Adminstration expenses (9) (8)Depreciation – (8)Staff costs (79) (168)Profit or loss before tax (88) (183)

Audited Cash flowsin '000USD 2015a 2016a Profit or loss before tax (88) (183)Depreciation – 8Accrued interest 14 108Change in working capital 18 2,518Cash flow from operation (55) 2,451

Capex (1,054) (3,113)Cash flow from investing (1,054) (3,113)

Share issue 0Borrowing received 1,169 610Cash from financing 1,169 610

Net cash flow 60 (52)

Cash beginning of period – 60Cash end of period 60 8

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vi. Board of Directors

CCCS Board members are listed below. At present, there are no Executive Directors.

§ Mr. Peter Sinon, 51-year old, Chairman of CCCS, Seychellois

Peter Sinon is a former Seychellois Cabinet Minister who served as Minister for Natural Resources, Agriculture and Fisheries from 2010 to 2015. He studied Development Economics at the University of East Anglia in UK. He previously served as Seychelles High Commissioner to South Africa and Namibia, and was an Executive Director at the African Development Bank. Between 2010-2012, Peter was the Chairperson of the ACP-EU Fisheries Mechanism. Prior to that, he was board member of “Nature Seychelles” during 2008–2010.

§ Captain Robert Morgan, 68-year old, Seychellois

Having successfully completed G.C.E. O ‘Level studies at Seychelles College in 1966, he embarked on a sea going career and obtained his Masters Certificate of Competency in 1975. Captain Morgan, took up the post of Pilot / Assistant Harbor Master in Port Victoria in 1980 and Harbour Master from 1982 to 1994. In 1994, he took up the post of Managing Director of Naval Services (1994) Ltd. A position he holds to date. He sits on various Boards including Seychelles Breweries and Seychelles Commercial Bank and is the Chairman of the Seychelles Marine Board. He is a Fellow of the Nautical Institute (F.N. I.) and an Associate of the International Institute of Marine Surveying (A.I.I.M.S.)

§ Mr. Jacques d’Armand de Chateauvieux, 66-year old, French

As a graduate of the Institut Superieur de Gestion, Paris, and of Columbia University, New York, Mr. Jacques d’Armand de Chateauvieux joined l’Union des Transports Aeriens as a management auditor in 1975. From 1977 to 1979, he consulted Boston Consulting Group (BCG). Since 1979, he has been Chairman and Chief Executive Officer of Bourbon. Beginning in 1989, he helped to develop Bourbon into an international conglomerate which led to its listing on the Paris Stock Exchange in 1998. In 2001, he began refocusing Bourbon’s strategy to make it a world leader in offshore oil and marine services. Mr. de Chateauvieux has been a member of the AXA Supervisory Board since 2005 and was Chairman of the AXA Supervisory Board from 2008 to 2010 and he is the Chairman and Chief Executive Officer of JACCAR holdings, and president of SAPMER Holding.

Name Nationality Mandate Appointment Mr Peter Guy Andrew Sinon Seychellois Chairman 3-Dec-15 Captain Raymond Robert Morgan Seychellois Board member 8-Jun-15 Mr Jacques d'Armand de Chateauvieux French Board member 8-Jun-15 Mr Philippe Rene Georges Rochet French Board member 8-Jun-15

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§ Mr. Philippe Rochet, 43-year old, French

Philippe Rochet joined JACCAR Holdings as Executive Vice President Finance and Development early 2010 working closely together with Jacques d’Armand de Chateauvieux and all JACCAR team to develop the company and source various ways of financing. Since 2012 he is also taking care of Greenship Group as CEO, based in Singapore. Before joining JACCAR, he worked 8 years for CMA CGM, the world leading container-shipping group, where he took several positions including the head of financing for the Group. Philippe Rochet has a finance background, and after getting his Master from the IAE, he spent 3 years at PricewaterhouseCoopers. Directors Interests

- Remuneration

The remuneration approved for 2016 and currently accrued. SRC PIT has been paid in full though.

- Interests in CCCS – Direct and Indirect

Mr. Jacques de Chateauvieux, is the president and majority shareholder (92%) of JACCAR Holdings, which currently owns 80% of CCCS. Post the share offer, if fully subscribed, the holding will be diluted to 20%. No other directors have any direct or in-direct holdings in CCCS. Mr. Jacques de Chateauvieux is the non-executive Chairman of Sapmer which has signed a binding commitment for a long-term lease of storage facilities, a warehouse and workshop with CCCS.

- Contracts

No Directors have any proposed or existing contracts with CCCS.

Name Area of Expertise Mandate Remuneration per month

Mr Peter Guy Andrew Sinon

Economist, Banker, former Cabinet Minister

Chairman 10,000 SCR

Captain Raymond Robert Morgan

Entrepreneur, Director of 3 Seychelles registered entities

Board member 3,000 SCR

Mr Jacques d'Armand de Chateauvieux

Founder and CEO of marine multi-national entities


Mr Philippe Rene Georges Rochet

Finance and Development expert


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- Other Directorships

The following directors of CCCS have other directorships: Mr. Jacques de Chateauvieux

• JACCAR Holdings SAS • IPHS ltd • Sapmer • Bourbon SA

Cpt. Robert Morgan

• IPHS ltd • Naval Services ltd • Seychelles Breweries Ltd • Seychelles Commercial Bank ltd

Mr. Philippe Rochet

• IPHS ltd • Sapmer

New Extended Board Post share issue, the company wants to extend the board of directors to the following proposed composition which will need to be voted in the first shareholder general meeting. The targeted board of directors will be to a maximum of 9 board members as follows:

- One seat for the independent board members to be the Chairperson - Two board members appointed by the founders (JACCAR Holdings and IPHS ltd) - One board member appointed by individual shareholders representative - Three board members appointed by for Seychellois companies representative - Two board members appointed by for foreign companies representatives

Management Post share issue, the extended board of directors shall delegate the day to day management of the company to senior officers. The Board shall nominate the General Manager for the first three years with the agreement of the other shareholders.

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vii. Summary of Main Risks Factors

Before making any decision of investment, the main risks below must be analyzed in detail: Any Investment comes with different risks that in the case of this project have been identified, amongst others, to be the following:

- Market and Economics Risk (fishing company behaviors, processing factories, end customer’s consumption of tuna, etc.)

- Operational Risks (mismanagement, cost overruns, cold store operation, etc.) - Environmental Risk (changes of tuna fisheries regulations, energy price volatility,

etc.) - Financial Risk (financing and interest rate, cash flow, exchange rate, etc.) - Others risks related to the unforeseen events

These risks are described in the section 5 of this Share Offering Memorandum especially the risks bound to the business model, commercial, politics and environmental risks. The risks bound to the shares (especially the securities that will not be traded on a regulated market for the initial lock up period, and will not benefit from corresponding guarantees).

c. Share Issue Transaction Characteristics

i. Target of the transaction

No private placement or share issue of this kind have been performed previously by CCCS. CCCS Share Offering Documentation will be provided by email or hard copy for individuals or companies upon request on a personal and confidential basis. The share issue transaction of CCCS aims to increase the share capital of the company to $12m contemplated equity. This shall fulfill the goal of getting 23M$ debt financing and build quickly and professionally the cold store. CCCS being the issuer of share will work, under the leadership of JACCAR Holdings and within a steering committee including its existing Board and representative of SSI and the government (Rupert Simeon, Garry Albert PSCAPM and Rebecca Loustau Lalanne PSBE) to complete the share offering. This process is crucial stage to allow the development of the company and to provide the CCCS the needed financial resources to its construction and implementation.

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ii. Responsible Persons

The information of the Share offering Prospectus have been made available by the project driver, and reviewed and approved by the CCCS Steering committee members. Project Driver Jaccar Holdings Adresse Designation

Mr. Jacques de Chateauvieux [email protected]

Jaccar, 148 Rue Saintes, Marseille, France

Head of Project, CEO Jaccar

Mr. Arthur de Bretagne [email protected]

CCCS, Fishing Port, Mahé, Seychelles GM CCCS Ltd

Steering Committee (BOARD of CCCS, SSI CEO, PS CAPM, PS BE)

Mr. Peter Sinon [email protected]

Saint Roch, Au Cap, Mahé, Seychelles Chairman of CCCS

Mr. Robert Morgan [email protected]

Glacis, Mahé, Seychelles Director of CCCS

Mr. Anthony Savy [email protected]

Anse Faure, Mahé, Seychelles Advisor of CCCS

Mr. Philippe Rochet [email protected]

Jaccar, 148 Rue Saintes, Marseille, France Director of CCCS

Mr. Rupert Simeon [email protected]

SSI, Kingsgate Travel Centre, Mahé, Seychelles CEO SSIL

Mr. Garry Albert [email protected]

P.O Box 1049, Victoria, Mahé, Seychelles PS CAPM

Ms. Rebecca Loustau Lalanne [email protected]

State House, P.O.Box 1303, Mahé, Seychelles

PS BE Blue Economy

iii. Corporate Secretary and Auditors

BDO Associates is responsible for reviewing and audit CCCS financial statements. BDO Associates, The Creole Spirit Building, Quincy Street, Victoria, Mahé, Seychelles (P.O. Box 18) [email protected] Corporate Registrars Pty Ltd offers corporate secretarial services for CCCS. BDO Associates, The Creole Spirit Building, Quincy Street, Victoria, Mahé, Seychelles (P.O. Box 18) [email protected]

iv. Third Party Evaluation

ACM has been responsible to make a full assessment and independent review of the CCCS share offering prospectus. Their independent report is attached to the CCCS share offering report.

v. Sponsor advisor

Independant Third Party Evaluator Mr. Oliver Bastienne [email protected] ACM Consultant Mr. Spencer Price [email protected] ACM Consultant

Sponsor advisor Mr. Peter Jardine [email protected] Director

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2. CCCS Project

a. Overview

Seychelles is the 2nd largest “ocean state” in Africa with an Exclusive Economic Zone (EEZ) amount to 1.37 million km2 Seychelles is located in the center of Indian Ocean equatorial tuna fishing area and has developed a central position to service the fleet of 45 purse seiner tuna fishing vessels (mainly Spanish, French, Mauritian and Seychelles) amounting a total annual catch of 250,000 to 300,000 tons in Seychelles EEZ waters. Due to limited infrastructure, less than 70,000 tons representing 25% of the total catch are landing and processed in the Seychelles local cannery (IOT), while the remaining is transshipped and exported without value addition. To develop the fish hub potential of Port Victoria and Seychelles, Jaccar Holdings and the Seychelles government implemented IPHS (Ile du Port Handling Services) and built a 425m long quay offering 5 purse seiners positions at Ile du Port to provide efficient handling services to the fishing industry. IPHS has been in operation since early 2016. CCCS project has been launched in 2015 to compliment IPHS quay and to contribute to Seychelles Blue Economy and Victoria’s fishing hub efficiency by offering a Common Logistic Platform for Sorting, Sizing, Grading and Storage of fish to allow more value addition and more processing.

CCCS TOTAL Investment cost (including PV) is estimated to reach $35m The anticipated financing structure is to be: Equity $12m (New share Issue) Debt $23m (Bank loan) Target completion End of Year 2018

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CCCS

IPHS 425m quay 120m Net

repair quay

b. Location: Ile du Port, Mahé

CCCS is Central in Ile du Port (Zone 14). Ile du Port has been designated as the area for further Tuna Value-Addition processing as well as other essential logistics (eg: efficient unloading and handling of catches, container stuffing, transshipment, net repairs, refueling, Ship Chandlers, etc.). Ile du Port development will complement existing infrastructure to have an efficient tuna fishing cluster logistic platform between fishing port, Ile du Port and Commercial Port.

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c. CCCS Objectives

CCCS Objective is to contribute to Seychelles Blue Economy and Victoria’s fishing hub efficiency by offering a Common Logistic Platform together with IPHS quay to allow:

- Efficient unloading with IPHS Quay - Sorting & Sizing to improve export and selling price as sorted by tuna species - Grading, Cold Chain Preserved and traceability - Storage: 12,600 tons capacity storage at -20°C and -40°C allowing buffer capacity

and sizing/grading at any time without reducing the unloading speed. - Container Stuffing from grading room or cold store preserving the cold chain in a

environment controlled area and improving the efficiency in the number of container filled up per day (versus doing it on the quay only).

- Facilitate the disposal of by-catch by all fishing vessels After funding secured, CCCS will erect a 12,500m2 building able to store up to 12,600 tons of fish, including 10,000 tons at -200C and 2,600 tons at -400C on a 22,000m2 land leased from Government of Seychelles. The facility will also includes a 1,950m2 of processing area, that will be rented on a long term basis by a third party operator named OPS (Ocean Product Seychelles).

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d. Industry analysis

Seychelles is located in the center of Indian Ocean equatorial tuna fishing area and has developed a central position to service a fleet of 45 purse seiner tuna fishing vessels. Port Victoria is the leading fishing hub in the Indian Ocean amounting a total annual landing of 270,000 tons that represent 95% of what is being catch in the Western Indian Ocean.

UnloadinginSeychellestostabilizeinvolumeundersustainableresourcesmanagement

95%oftunacatchlandsinSeychelles

Seychelles95%

Mauritius2%

Kenya1%Madagascar

2%

150 000

170 000

190 000

210 000

230 000

250 000

270 000

290 000

2007 2008 2009 2010 2011 2012 2013 2014 2015

tons

Spain

Mauritius

Thailand

OtherEurope

Others

§ AverageTotalUnloaded§ SeychellesProcessing§ Rawtunaexport

- Spain

- Mauritius

- Thailand

- OtherEurope (excl.Spain)

- Korean

- Others

§ Cannedtunaexport

270,000tons[70,000tons]200,000tons

80,000tons

70,000tons

20,000tons

15,000tons

10,000tons

5,000tons

30,000tons

Korea

Cannedtuna

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Due to limited infrastructure, less than 70,000 tons representing 25% of the total catch are landing in Port Victoria and processed in the local cannery (IOT), while the remaining is transhipped or re-exported without any value addition. With the new 425m IPHS Quay, offering 5 purse seiners positions and efficient one stop unloading berth, with no waiting and shift, a cold store infrastructure is needed to offer new services and benefits to the fishing industry:

• Storage in CCCS cost 50% less than in a cargo reefer • Storage capacity increase sales options to take advantage of price volatility • Sorting in Seychelles increases customer’s diversification while securing better

prices • Create value on “by-catch” species through sorting and storage

e. CCCS Services

CCCS will provide to its users the following services: − Sorting & Sizing to improve export and selling price as sorted by tuna species − Grading, Cold Chain Preserved and traceability − Storage: 12,600 tons capacity storage at -20°C and -40°C allowing buffer capacity

and sizing/grading at any time without reducing the unloading speed. − Container Stuffing from grading room

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f. CCCS Expected Customers

CCCS, has received various expression of interest for Long Term Booking (3 years) of storage capacity and for spot bookings from fishing companies and processors. The long term pre booking Interest as May 24th, 2017 is as follows: Customers in tons

Indian Ocean Tuna 3,000 *

Atunlo 3,000 *

Princes Tuna 2,000 *

Ocean Products Seychelles 1,300 *

Sapmer 1,300 *

CFTO 1,000 *

Atunsa 1,000 *

Echebastar 1,000 *

Other local by-catch Processors 500 *

Total expression of interest (incl. binding commitment) 14,100

Binding commitment received 9,600 * * Binding commitment received * Not confirmed yet As part of the condition precedents set in 7.b, CCCS shall reach a minimum of 75% Long term booking. With the commitment received to date this condition precedent is already completed.

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g. CCCS Master Plan

22,000m2 land allocated 12,500m2 of building 12,000m2 of solar panel 12,600 tons of storage capacity maintained at -20°C (10,000 tons) and -40°C (2,600 tons) 1,950m2 of processing 6 MW power installations 300 m3/day water production Ice production for local fishermen

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A: SORTING area 2,329m

2

to be optimized for material flow, equipment, doors, access to cold stores B: Power & Water CCCS will be 100% autonomous power generation of 6 MW using PV and Genset, and desalination plant (300m

3

/day) C: Cold Generation compressor room D: Processing Plant (1950m

2

) with interface to by-product factories (Oil Extraction, etc.) E: Mess Room for workers

Source: Company

E

B

C

D

A

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h. Energy and Water

CCCS has been approved an Autonomous Power Generation will be a total of 6,5Mw with 1,5MW for PV (Solar) + 5MW Genset. CCCS intends to provide Electricity and Water to other companies/operators that are directly linked and integrated in the CCCS development (such as IPHS, and OPS). Separate meters for both water and electricity will be provided for each section/operator with a monthly billing to be invoiced to their respective users to cover the generation and maintenance cost. CCCS Autonomous Power Generation will be a total of 6,5Mw with 1,5MW for PV (Solar) + 5MW Genset and will allow to cover the following: ELECTRICITY DEMAND per SECTION // OPERATORS in MW/h

PEAK ENERGY

NORMAL Average

CCCS Cold Rooms (10 Nos -20°C & 2 Nos -40°C) 1.8MW 1.15MW

CCCS Desalinization System (300m3/day) 0.40MW 0.25MW Others (Air conditioning in offices, Forklift Battery Charger, lighting, water pumps, etc.) 0.25MW 0.15MW

IPHS Reefer Containers YARD (125 plugs) 1,00MW 0.60MW

IPHS/ SPA Administrative building 0,10MW 0,05MW

IPHS Quay Lightning and Others 0,10MW 0,05MW

OPS Fish Processing Factory 0.30MW 0.20MW

OPS Hydrolysate Plant 0,70MW 0,50MW

Total Energy Demand 4,65MW 2,95MW CCCS Autonomous Water Generation will plan for 300m3 per day from a dedicated desalinization plant (on BOT or fully owned) to be installed on the east side of Ile du Port, with a sea water intake.

WATER DEMAND per SECTION // OPERATORS in (m3/day)

Peak Demand

Normal Average

CCCS Sorting, Bin cleaning, Office & Mess 70 50 IPHS/SPA Administrative Building and mess 10 5 IPHS Container & Equipment Washing 30 15 IPHS Quay Water requirement 80 70 OPS Fish Processing Factory 80 50 OPS Hydrolysate Plant 30 20 Total Requirement 300 210

O P S

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The forecasted cost of Autonomous Generation of Electricity is estimated to be as follow:

CCCS estimates a total Energy consumption of 13,140,000 kw/h for the Cold Stores and affiliates services with a cost per unit to reach 3,509 SCR per kw/h or 0,26 USD per kw/h The estimated unit price for autonomous water on a 200 to 250m3 water production per day with a fully owned desalination plant, or under a BOT agreement is estimated to be 25 SCR per m3 or 1,85 USD per m3.

CCCSAUTONOMOUS5MWGenSet+1,5MWPVon12,000m2

CCCSPeakandaveragedemandhasbeenestablishedbasedonestablishedrunningcoldstoreinequatorialregionaswellasinformationprovidedbytenderersforcoldgenerationandcoldpaneling.

PowerConsumption(kW/h)orUNITConsumptionforCCCSonly

13,140,000

CCCSColdStorageportionwillbeusinganaverageof1,150Kwh,towhichwecanaddanaverage0,4MWfortheothersservices(Airconditioninginoffices,ForkliftBatteryCharger,lighting,pumps,desalination,etc.)TotalConsumptionshallbe(1150+400)(Kw/h)x24(h/day)x365(day/year)=13,140,000Kw/h

COSTOFENERGYperYEARPVTotalkW/hProduceperyear 2100000kW/h PVProduceyear1,400kWperPVkWCapacity(1,5Mx1400=2,1MkW/h)

PVContributionReductionofUnitConsumptionby2,1MkW/h

BasedoncurrentlevelonproductionofPVinSeychelles

TOTALFUELusedinLiter 3,312,000 300Liters aretobeusedforagenerationby1MW/hor0,3LperkW/h

TOTALSEYPECFuelCost30,702,240 SCR

SEYPECQuoteis 17,27SCR perLiter(May17)butreducedby8SCRrefundofexcicetaxduetoCCCSITZStatus

TOTALCOSTOFENERGYPERYEAR 30,702,240 SCR COSTOFOPERATIONperYEARCCCSOperationalCost 10,000,000 SCR MaintenanceandOperationofGensetandElectricalSystemCOSTOFAMORTIZATIONperYEARGenset 13,000,000 SCR Genset(5x1200KVAor1MWGENSET)ElectricalSystem 10,000,000 SCR ElectricSystemIntegrationandDistribution1MWBatteryPack 10,000,000 SCR HbridLithium-IonManganese-Nickel-CobaltbatteriesSeypecConnectiontoCCCSFuelTank 1,000,000 SCR ConnectionfromSEYPECBunkeringPipelineonIPHSQuayPVPhotoVoltaiqueInvestment 20,000,000 SCR 1,5MWPVCAPACITYon12,500m2Roof

TotalCCCSInvestment 54,000,000 SCR EstimationofallInvestmentandCapitalExpendituretobedonebyCCCStoinstallAutonomounsPower(54MSCRor4MUSD)

AmortizationCOSTPERYEAR 5,400,000 SCR basedon10%ofTotalCapitalInvestmenttobebornbyCCCS(10YearAmortization)

TOTALCCCSCOSTPERYEARinSCR 46,102,240 SCR TOTALCCCSElectricityCostATFULLUSE(100%of12,600T)TOTALCOSTPERUNITinSCR 3.509 SCR AnnualCCCSElectricityUNITCostATFULLUSE(100%of12,600T)TOTALCCCSCOSTPERYEARinUSD 3,389,870.59$ PerUnitINUSDTOTALCOSTPERUNITinUSD 0.26$ PerYearinUSDTOTALCOSTPERTONPERDAY 0.74$ ElectricityCostperton(on12,600t)perday(365days)

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i. Forecasted Financials

The forecasted financial below are based on the following assumption as describe in table i. A variation from these assumptions can affect the forecasted projections in tables ii. and iii.

i. Business Plan Assumptions

CCCS total capacity is 12,600 tons with 10,000 tons at -20°C and 2,600 tons at -40°C. As initial assumption and condition precedent, CCCS will have a minimum of 75% of total capacity booked on Long Term basis with:

- 7,000 tons at -20°C - 2,600 tons at -40°C

3,000 tons will be left available for spot contract booking. On utilization point of view, CCCS will have two types of contracts:

- Long Term Yearly Capacity guaranteed (this is 100% used as LT contracted) - Spot Contract (estimated use of 33% on first year, 50% year 2, and 60% onwards)

This would lead to a total utilization rate of 84% on the first year of operation, 88% on the second year, and 90% onwards.

In terms of tariffs for the services provided, CCCS will charge to its users the following. Services fees.

- Storage on spot basis will be charged 30% more than if long term committed - Bin movement in/out will be charged 4,00 USD/bin - Sorting of fish on CCCS sorting lines will be charged 6,00 USD/ton

intons -20°C -40°C TotalPhase1 10,000 2,600 12,600o/wyearlyguaranteed 7,000 2,600 9,600o/wspotcontract 3,000 - 3,000

Year1 Year2 Year3%of-40°Cspacerented 100% 100% 100%%of-20°Cguaranteedspacerented 100% 100% 100%%of-20°Cspotspaceused 33% 50% 60%

Tonspercontracttypetons %ofstor.cap. tons %ofstor.cap. tons %ofstor.cap.

Yearlytonsguaranteed-40°C 2,600 21% 2,600 21% 2,600 21%Yearlytonsguaranteed-20°C 7,000 56% 7,000 56% 7,000 56%Spot-20°Cused 990 8% 1,500 12% 1,800 14%Total 10,590 84% 11,100 88% 11,400 90%

Year1 Year2 Year3

ServiceContracttype -20°C -40°C -20°C -40°C -20°C -40°C

Yearlytonsguaranteed 6.00$/t 6.00$/t 4.00$/bin 4.00$/bin 1.91$/t/day 2.07$/t/dayspot 6.00$/t 6.00$/t 4.00$/bin 4.00$/bin 2.49$/t/day 2.69$/t/day

Sorting Binsmovement Storage

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This leads to the main assumptions of CCCS business plan as follow:

To note that:

- Total Electricity Total Cost is partially indexed on the utilization rate. If a cold room is empty waiting for spot utilization, the electricity consumption will be reduced.

- Financial Cost is based on a 23M USD debt Financing on 10 years. A conservative 5% Margin was taken as assumption. CCCS is in final negotiation with various commercial banks that are working on a debt financing proposal for the project. Signing a term sheet for the bank loan with clearly identified closing conditions is part of the necessary condition precedent of the issue of new shares.

- Rental of equipment is referring to proposal for leasing including maintenance or all necessary handling equipment required to operate CCCS.

ii. P&L

P&L '000USD Year 2018 Year 2019 Year 2020 Year 2021 Year 2022 Year 2023 Year 2024 Year 2025 Year 2026 Year 2027 Year 2028 Year 2029 Year 2030 Year 2031 Year 2032 Year 2033Total Revenue 9 910 10 461 10 992 11 212 11 446 11 675 11 908 12 147 12 390 12 637 12 890 13 148 13 411 13 679 13 953Peronnal costs (operation) (620) (632) (645) (658) (671) (685) (698) (712) (726) (741) (756) (771) (786) (802) (818)Electricity (2 849) (3 046) (3 191) (3 255) (3 320) (3 386) (3 454) (3 523) (3 594) (3 665) (3 739) (3 813) (3 890) (3 968) (4 047)Lease of land (120) (122) (125) (127) (130) (132) (135) (138) (141) (143) (146) (149) (152) (155) (158)Equipment rental (273) (292) (306) (312) (318) (325) (331) (338) (345) (352) (359) (366) (373) (381) (388)Facility maintenance cost (300) (300) (400) (600) (600) (600) (600) (600) (600) (600) (600) (600) (600) (600) (600)Sorting & Sizing Cost (420) (449) (471) (480) (490) (499) (509) (520) (530) (541) (551) (562) (574) (585) (597)G&A (400) (408) (416) (424) (433) (442) (450) (459) (469) (478) (488) (497) (507) (517) (528)EBITDA 4 927 5 211 5 438 5 355 5 484 5 606 5 730 5 856 5 986 6 117 6 252 6 389 6 528 6 671 6 816% revenue 50% 50% 49% 48% 48% 48% 48% 48% 48% 48% 48% 49% 49% 49% 49%Depreciation (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965) (1 965)EBIT 2 962 3 246 3 473 3 390 3 519 3 641 3 765 3 892 4 021 4 152 4 287 4 424 4 564 4 706 4 852Financial result (1 311) (1 303) (1 251) (1 149) (996) (834) (664) (485) (298) (101) – – – – –PBT 1 651 1 943 2 223 2 241 2 523 2 806 3 101 3 406 3 723 4 051 4 287 4 424 4 564 4 706 4 852% revenue 17% 19% 20% 20% 22% 24% 26% 28% 30% 32% 33% 34% 34% 34% 35%

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iii. Balance Sheet

- Long Term users will pay an upfront 6 (six) months rental deposit to CCCS to

secure the lease. The upfront deposit will be payable 6 (six) months before the commencement date of operations.

- All the monthly rental are payable in advance. iv. Cash Flow Statement

Financing shall be repaid within 10 years, with 1,5 year grace period. This should leave enough cash for the company available for dividend or reserve.

v. Key Performance Indicators (KPI)

For reference, please see above the KPI of the business plan (Key Performance Indicators)

BS '000USD Year 2018 Year 2019 Year 2020 Year 2021 Year 2022 Year 2023 Year 2024 Year 2025 Year 2026 Year 2027 Year 2028 Year 2029 Year 2030 Year 2031 Year 2032 Year 2033Cash 3 425 4 911 5 223 5 727 5 893 6 204 6 671 7 291 8 063 8 980 10 037 13 999 17 871 21 634 25 264 28 738 Account receivables 1 486 1 569 1 649 1 682 1 717 1 751 1 786 1 822 1 858 1 896 1 934 1 972 2 012 2 052 2 093 Fix assets 35 000 33 035 31 070 29 105 27 140 25 175 23 211 21 246 19 281 17 316 15 351 13 386 11 421 9 456 7 491 5 527 TOTAL ASSETS 38 425 39 432 37 863 36 481 34 715 33 096 31 633 30 323 29 165 28 154 27 284 29 319 31 265 33 102 34 808 36 358 Account payables 498 525 555 586 596 607 618 629 640 652 664 676 688 701 714 Loan 23 000 23 000 21 562 20 125 17 250 14 375 11 500 8 625 5 750 2 875 - - - - - - Capital contribution 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 12 000 Customer deposit 3 425 2 283 1 142 - RE 1 651 2 634 3 800 4 880 6 125 7 526 9 081 10 786 12 639 14 632 16 655 18 589 20 414 22 107 23 644 TOTAL LIABILITIES AND EQUITY 38 425 39 432 37 863 36 481 34 715 33 096 31 633 30 323 29 165 28 154 27 284 29 319 31 265 33 102 34 808 36 358

KPI '000USD Year 2018 Year 2019 Year 2020 Year 2021 Year 2022 Year 2023 Year 2024 Year 2025 Year 2026 Year 2027 Year 2028 Year 2029 Year 2030 Year 2031 Year 2032 Year 2033Utilization CONTRACTED 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%Utilization SPOT 33% 50% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60%

Quantity 12 600 12 600 12 600 12 600 12 600 12 600 12 600 12 600 12 600 12 600 12 600 12 600 12 600 12 600 12 600

Yearly tons guaranteed -20°C 7 000 7 000 7 000 7 000 7 000 7 000 7 000 7 000 7 000 7 000 7 000 7 000 7 000 7 000 7 000

Yearly tons guaranteed -40°C 2 600 2 600 2 600 2 600 2 600 2 600 2 600 2 600 2 600 2 600 2 600 2 600 2 600 2 600 2 600Spot -20°C used 3 000 3 000 3 000 3 000 3 000 3 000 3 000 3 000 3 000 3 000 3 000 3 000 3 000 3 000 3 000

Quantity throughput in tons 125 534 132 182 136 093 136 093 136 093 136 093 136 093 136 093 136 093 136 093 136 093 136 093 136 093 136 093 136 093

% of tons with sorting provided 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0%Quantity sorting in tons 112 981 118 964 122 484 122 484 122 484 122 484 122 484 122 484 122 484 122 484 122 484 122 484 122 484 122 484 122 484

Turnover rate 28 28 28 28 28 28 28 28 28 28 28 28 28 28 28

% guaranted space really used 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0% 90,0%Number of movements / bin 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2

Price

growth y/y – – 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2%

Sorting 6,0$ 6,0$ 6,1$ 6,2$ 6,4$ 6,5$ 6,6$ 6,8$ 6,9$ 7,0$ 7,2$ 7,3$ 7,5$ 7,6$ 7,8$

Bins movement 4,0$ 4,0$ 4,1$ 4,2$ 4,2$ 4,3$ 4,4$ 4,5$ 4,6$ 4,7$ 4,8$ 4,9$ 5,0$ 5,1$ 5,2$

Storage

Contracted at -20 °C 1,9$ 1,9$ 2,0$ 2,0$ 2,0$ 2,1$ 2,1$ 2,2$ 2,2$ 2,2$ 2,3$ 2,3$ 2,4$ 2,4$ 2,5$

Contracted at -40 °C 2,1$ 2,1$ 2,1$ 2,2$ 2,2$ 2,2$ 2,3$ 2,3$ 2,4$ 2,4$ 2,5$ 2,5$ 2,6$ 2,6$ 2,7$

Spot

Spot at -20 °C 2,5$ 2,5$ 2,5$ 2,6$ 2,6$ 2,7$ 2,7$ 2,8$ 2,9$ 2,9$ 3,0$ 3,0$ 3,1$ 3,2$ 3,2$ Spot at -40 °C 2,7$ 2,7$ 2,7$ 2,8$ 2,9$ 2,9$ 3,0$ 3,0$ 3,1$ 3,2$ 3,2$ 3,3$ 3,3$ 3,4$ 3,5$

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To note that:

- CCCS has taken 28 days as overall turnover rate leading to a 125,000t total throughput of the cold store. It shall increase to 136,000t with better utilization rate of CCCS.

- Price shall be increase by 2% per year. - Rental Price will be also partially indexed on electricity/fuel cost to cover a

reduction or an increase of the fuel required to produce electricity. - CCCS will take a public liability and warehouseman cover. Storers will have to

insure the goods stored within CCCS. - CCCS plan for a 90% utilization rate of the sorting. Sorting service coupled with

container logistic to each final customer, shall allow fishing operators to increase customers diversification while securing better prices.

- There are two minimum movement of bin (one IN, one OUT) - We expect a 90% effective use of the total reserved capacity that will be rented on

long term basis. Below is a summary of the forecast sources and uses of cash flows, that could offer a strong dividend payout capability. Working Capital is planned to reach a maximum of 1M USD but will covered by user deposits and monthly rental paid in advance.

–

1,0

2,0

3,0

4,0

5,0

6,0

0,0

1,0

2,0

3,0

4,0

5,0

6,0

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Forecast sources and uses of cash flows

Debt repayment Interest payment

Customers deposits Working capital

Available cash for dividend and reserve

IN MUS$

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j. Forecasted Capex

The Capital Expenditure to complete the project is expected to be $35m.

The main items are the cold room that will cost about US$25m (Pilling, Steel Structure, Civil work, Cold Panelling, Cold Generation, Offices, Mess room, etc.) and the autonomous Power Generation 6,5MW PV+Genset that should reach US$4m. Equipment for the sorting area will be required, such as conveyor systems, scales, container stuffing machines, control systems for inventory, IT and security, etc.… On top of that, 15,300 bins will be acquired to properly store the customers’ tuna capacity for a total of US$3,8m. US$ 351k are planned for unforeseen and provisions.

k. Site Work already performed

Following Government Approval of CCCS project and early entry on 22,000m2 (H11806 Plot) given 20th of May 2015, the company launched general consulting and design of the building. Various tenders for pilling, steel structure and civil work, refrigeration and paneling, energy and desalination were launch in the course of 2015, early 2016. CCCS received Planning Approval on 14th May 2015 (DC/703/15) The Pilling contract was awarded to UCPS middle of 2015 for a contractual value of 3,59M USD. The Piling work and contract has been fully completed by UCPS. Acceptance certificates has been signed based on As-Built information.

InkUS$Investmentcost

ColdRoom 25,000$kPV+Genset 4,000$kEquipment 1,500$kDesalinationplant 300$kBins 3,849$kUnforseenandprovisions 351$kTotal 35,000$k

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l. Location pictures

CCCS Site Construction progress review, CCCS Pilling completed in December 2016

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m. Forecast and Schedule

If all the conditions precedent are met, and if CCCS complete its equity and debt financing by end of June, the project team can launch tenders quite easily as most of the design is already completed. In fact, first rounds of various tenders have already been launched, such as the steel structure and civil work, and PV/Genset Hybrid. Tenders have already been drafted for refrigeration and cold panelling, and request for proposal for desalination plant. CCCS management believes that the re-tendering process of the steel structure and civil work could take 2-3 weeks, with the objective to have site mobilization done by November 2017. The other tendering will be done in parallel to allow award within the expected program of work.

2017

July 2017CCCS secures equity and debt financing

Nov 2017Site mobilization(3 months after financing secured)

End of January 2019Project completion

2018

July 2017 Conditions precedent are met

2019

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3. CCCS Shares Offering

a. CCCS approved targeted shareholding

The CCCS proposed shareholding structure is: CCCS will become a majority Seychellois owned company. The 51% issue of shares to Seychellois (Individual and minimum 51% Seychellois owned entities) and the 25% issue to foreign is done following those conditions: a. Each share is 1,000 USD. The 12,000 shares are offered at cost based on the CCCS

forecasted business plan and capital expenditure. b. The first 10% to 20 % shares issue of CCCS are reserved for Seychellois individuals

(total amounting of 2,4M USD) i. Each Individual is authorized to bid for a minimum of 1 shares (1,000 USD) and a

maximum of 20 shares (20,000 USD) ii. This leads to a large number of private shareholders being offered to subscribe. iii. If oversubscribe the shares will be issued on a proportional basis.

c. Then, up to 41% shares issue of CCCS is reserved for Seychellois entities (Minimum 51% Seychellois owned entities)

i. Each entity is entitled to bid for a maximum of 10% (1,2M USD) ii. If oversubscribe the shares will be issued on a proportionate basis.

d. The last 25% share issue of CCCS are reserved to foreign entities will be done

following those conditions: i. The Foreign entity need to be involved in the fisheries sectors in Seychelles ii. Each entity is authorized to bid for a maximum of 10% (1,2M USD) iii. If oversubscribe the shares will be issued on a proportionate basis

e. The company has currently not applied for a Stock Exchange listing. The board will

probably reconsider whether to list after the first year of operation. f. It is estimated that the expense of the public offer will not exceed $150,000. This

includes all legal fees, sponsor advisor fees, the third-party independent valuation, client management services, and miscellaneous costs such as public presentation, publishing and printing of offer documentation. These expenses will be paid by CCCS. No commission are paid by CCCS for share subscription. Total proceed shall

Founders:

Seychellois investors:

Foreign investors

JACCAR Holdings IPHS

Individuals: 10% to 20% Companies: min 41%

Foreign Companies involved in the fishing industry

20% 4%

51%

25%

Total 100%

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be US$12,000,000 and net proceed shall be US$12,000,000 minus the actual expenses of the share issue. In addition, CCCS will raise US$23,000,000 in the form of debt financing on 10 years basis. Signing a binding term sheet for the bank loan with clearly identified closing conditions is part of the necessary condition precedent of the cash collection of the new shares set in 7.b.

g. If there is a significant oversubscription, the board could recommend to the existing

shareholders that the new share capital issue be raised accordingly. In such circumstances, the debt portion could be reduced accordingly. This will be subject to regulatory approval.

b. Right attached to the shares

i. Shareholder structure, rights and variation

The current share capital is US$100 made of 100 ordinary shares of US$1 each, of the same class and authorized, issued and fully paid. The new share capital will be US$12,000,000 made of 12,000 ordinary shares of US$1,000 each. All shares will hold the same voting rights. No shareholders will hold pre-emptive rights. Any variation of rights of the shareholders or provisions contained in the CCCS Articles of Association, may only be amended by resolution of Members (Shareholders). A Resolution of Members shall be a resolution approved at a duly constituted meeting of the members of the Company by the affirmative vote of a simple majority of the votes of the shareholders present at the meeting. For voting and proxy voting please refer to the CCCS Article of Association, section 7.

ii. Dividends

The dividend policy of CCCS will be determined by its Board of directors from time to time, as is regarded to be prudent in the circumstances. Subject to such prudential requirements it is the intention of the Board to declare appropriate dividends. The company is a start-up company and has therefore not paid any dividends in the past. The company is expecting to be in a position to start paying dividends in 2020 following the completion of the first year of operation (2019). As CCCS ltd is a ITZ company and therefore it not subject to income tax or other related taxes, the dividend will be calculated based on the pre-tax profit and distributed on a net basis.

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iii. Restriction on Shares

In interest of the project stability during its initial implementation and construction phase, it has been decided by the CCCS steering committee to have an initial lock up on the restriction of share transfer during construction period not exceeding 24 months. It is a requirement of the Financing bank that there is no change of control, change of equity structure and/or management control during the construction phase. This shall be voted for approval during the first general meeting.

c. CCCS Share Issue Milestone

To meet the objectives of the Government, and to complete diligently this long-awaited investment, the milestones and schedule for the completion of the CCCS share issue process is dependent on certain external factors, including the conditions precedent as set out in 7.b of this prospectus

§ May 17 Public Presentation

§ June 26 Release of the Share Prospectus

§ July 12 Application time period closes

§ July 13-14 Share allotment

§ July 14 Condition Precedent fulfilment target

§ July 16 Open period for payment of allocated shares

§ July 26 Payment window closes for allocation of shares

§ July 26 First General Shareholder meeting

It is intended that the share issue process will be limited to 12,000 shares and limited to the timeline above. The share issue should be completed by 26th July 2017 or any subsequent date that may be officially communicated in case of delay of completion of obtaining the conditions precedents. An official ceremony could be organized, if so decided by the authorities. Details of which will be communicated to shareholders at this time.

d. CCCS Share Issue Underwriting

The share offering is partially underwritten if the total US$12,000,000 proceed is not reached:

- The Seychellois portion has been partially underwritten by Société Seychelloise d’Investissement Ltd. (“SSIL”) who has committed to buy non-subscribed shares up to 40% of the issue.

- The foreign portion has been underwritten by JACCAR, who has committed to buy the non-subscribed shares up to 25% of the issue.

This will allow CCCS to proceed forward even in case of under-subscription and to secure the US$ 23M financing from bank loan.

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4. Historical information The below information has been extracted from the audited accounts, audited by BDO Associates, for two fiscal years, the first one ending in December 2015 and the second one ending in December 2016. The directors of CCCS acknowledge that the accounts have been prepare in accordance with the Securities Act 2007, and IFRS compliant. CCCS is also holder of an International Trade Zone license delivered by the Financial Service Authority, effective October 2015 to 2020.

Audited Balance sheetin '000USD 2015a 2016a Non current assetsFix assets 1,054 4,158 Current assetsAccount receivables 8 Cash 60 8 Total assets 1,121 4,166 EquityShare capital 0 0 Revenue deficit (88) (272) Non current liabilitiesBorrowings 1,183 987 Current liabilitiesBorrowings 0 914Account payables 26 2,536 Total liabilities and Equity 1,121 4,166

Audited P&Lin '000USD 2015a 2016a Adminstration expenses (9) (8)Depreciation – (8)Staff costs (79) (168)Profit or loss before tax (88) (183)

Audited Cash flowsin '000USD 2015a 2016a Profit or loss before tax (88) (183)Depreciation – 8Accrued interest 14 108Change in working capital 18 2,518Cash flow from operation (55) 2,451

Capex (1,054) (3,113)Cash flow from investing (1,054) (3,113)

Share issue 0Borrowing received 1,169 610Cash from financing 1,169 610

Net cash flow 60 (52)

Cash beginning of period – 60Cash end of period 60 8

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5. Risk factors

a. Financial risk

Financial risk is the possibility that CCCS shareholders will lose their investment made into a project that is financed with debt and equity. If CCCS’s cash flows prove inadequate to meet their financial obligations and become insolvent, its creditors will be repaid before the shareholders. Please find below sensitivity analysis made on different aggregates which shows on very attractive risk adjusted return.

i. Electricity

Electricity is critical in the operation of a cold store. If the electricity supply was to be compromised in any manner this would cause a major disruption in the operations on the business. This could happen through a number of events such as a malfunction of equipment or the lack of availability of the diesel through supply chain event. The price of oil is also highly volatile and price spike could also affect the liquidity and profitability of the operation. The company can mitigate these risks through proper maintenance of equipment, supply chain management and forward hedging of oil.

IRR

0%

4%

8%

12%

16%

20%

24%

28%

32%

36%

40%

44%

48%

-20% -15% -10% -5% 0% 5% 10% 15% 20%Variation of Parameter

IRR Sensitivity to spot utilization rate, opex inflation, fuel, EBITDA margin and capex

IRR Sensitivity to utilization rate of spot business IRR Sensitivity to CapexIRR Sensitivity to OPEX IRR Sensitivity to EBITDA marginIRR Sensitivity to Fuel during 3 years

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ii. Inflation Cost

The major cost to the company is hydro-carbon generated electricity. If there was a sustained increase in the price of oil this would cause a profit squeeze and eventually force the business into a loss-making situation. This inflation risk is very difficult to manage. Other inflationary costs such as maintenance, staff costs, etc can easily be managed through contractually agreements.

iii. Insurance

If an insurable event was too occur, such as a fire at the Cold Store, and the insurance company could not perform, then this would cause a capital risk. This risk can be contained by doing thorough due diligence on the insurance company and the re-insurers. The risk of being uninsured through negligence on behalf of the company will be eradicated through checks and balances.

iv. Foreign Exchange Rate

Adverse currency movements can easily be managed through forward rate agreements. But this is also not very critical as most input cost and output revenues are in the same currency i.e. the US Dollar.

v. Liquidity

The risk of a liquidity squeeze in the company can be managed through proper cash management and forecasting.

b. Operational risk

The Operational risk to CCCS is the residual risk remaining after determining financial risk, and includes risks resulting from the breakdown of internal procedures, management, personnel and systems. Operational risk focuses on how CCCS accomplishes it objectives and not necessarily on the services it provides or what is inherent within the fisheries industry. We outline critical operational risks to CCCS as follows:

i. Cold Storage Operation

If the operation is not well maintained and kept in good working order, the plant could experience a failure, which could lead to a partial or full shut down of operation. This would not only lead to a loss of income and the additional cost of bringing the plant back online, but also reputation damage. It is the intention of management to ensure the store is always well maintained and systems will be put in place to ensure this.

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ii. Key Managers & Staff

In the initial stages of the operation key management is critical to the smooth implementation of the plan. Disruption to the management team will cause costly delays and possible duplications of work. The risk of losing key management and/or the entire team is mitigated through the agreement with Jaccar Holdings to supply the management team in the first 3 years if approved by the new extended board. It is also essential to maintain a well-trained and motivated workforce, without which systems and procedures could fail. It will be essential to have an entrenched program of training and retraining to ensure this.

iii. Certification

A mis-certifcation or grading of fish can cause reputational damage to the company and could also lead to non-payment or litigation from buyers. The risk can be mitigated by maintaining a proper training program and retaining key staff in this position.

iv. Supplier

There are no critical suppliers to the company as goods and services could be sourced elsewhere with ease

v. Extra-ordinary Events & Litigation

Acts of God, such as a Tsunami, are impossible to predict, but are sometimes insurable. Litigation is also unpredictable, and companies can get sued for any number of reasons. This is something that can also be, in certain circumstance, be insured against. Otherwise a strong legal team is required.

c. Market and economic risk

i. The Market Risk

CCCS does not operate independently of the Seychelles and Global markets. External events will affect the company’s performance. If CCCS was to ignore external factors it could lead to the business plan being inappropriate for the market that it operates in. The company will have to stay in touch with both local and global trends.

ii. Pricing Competition Container/Cargo Reefer

Currently cold store containers and cargo reefer do not offer much competition to a major fixed cold store facility. But in the future, they were somehow able to reduce their cost they could become competition. This is a highly unlikely scenario.

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iii. Volatility of Tuna Price

The volatility can influence customers to make short term decision that are not based on long term trends or cycles. The process can be self mitigated with the competition from containers and cargo reefers.

iv. Fish Processing Operation

A disruption in the fish processing operation due to circumstances such an industrial dispute or other such disruptions will cause cash flow problem. Most of these forms of risk will be short term in nature and can be resolved timeously.

v. Counter-Party or Customer Risk

A risk to the business is that a customer could fail to meet the obligations of a contract due to insolvency. Although this risk is real, the occurrence has been minimal in the past. In most cases, alternative customers can be found at short notice.

vi. Environmental risks

In the pursuit of ensuring a sustainable environment, regulators will enact limitations of how business may behave. The fishing sector is no different and is currently subject to much debate on how regulations can assure it sustainability. Even with a high code of moral conduct and adherence to the rules and regulations, CCCS can be affected by the behavior of other stake holders in the industry due to enforce tighter controls. CCCS will work closely with the authority to ensure compliance by all parties.

vii. Quotas

As discussed above, because of the concern for the declining fish stocks, certain quotas are in place. Further quotas could decrease the demand for CCCS’ services. Currently this only applies to yellowfin tuna, but in the unlikely scenario that IOTC votes to apply a 15% reduction on all species to the 2014 landed this could make it difficult for the company to meet projections.

viii. Catch of Protected Species

If a fishing company was found to be ignoring regulations and not releasing protected species, such sea turtle and dolphin, as required they will have their license revoked. If a fishing company has its fishing license revoked it will not be able unload its catch in the Seychelles and hence will not be able to use the facilities of the CCCS. The enforcement of the laws is vigorous and no commercial fishing company would take the risk of not complying.

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ix. Mortality of Tuna

If for some reason such as disease or complete over fishing and the tuna population was to disappear then the main business reason for CCCS’ existence would no longer be valid. The management of the sustainable tuna population is being discussed currently, and all stake holders are in agreement that the situation needs to be controlled. The likelihood of a catastrophic disease decimating the population is a unlikely scenario.

x. Change in geography of tuna fishing model

There is an extremely low possibility that the current tuna shoals could migrate to other feeding ground away from the Seychelles plateau, making the accessibility of CCCS a more expensive option. This risk cannot be controlled, but is see as a low possibility

xi. Substitution

The demand for tuna could drop is there was a global shift away from the consumption of tuna because people were substituting alternative food sources. This is a low risk event for the upcoming future.

xii. Ocean Pollution

Although a real risk in the future, global awareness to the situation will keep this under control

d. Other Risks

i. Political Risk

Political events in a country can affect any business operations. Political instability can cause the ease of doing business to drop. Currently the Republic of Seychelles enjoys a high level of political stability and current events indicate a willingness by all parties to ensure a continuation of the improving trend (source: World Bank).

ii. Intellectual Property Risk

The main intellectual property of the company is its brand name. Currently the brand is not a significant one, but in time it will grow. It will be necessary in future to ensure that the brand is properly protected.

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6. Information on Issuing Company and Partners

a. Founders

JACCAR Holdings is a private investment company held and lead by Jacques de Chateauvieux, an entrepreneur at heart that, with a dedicated team, aims at developing its businesses by inspiring growth and creating value over time. The company is based in Marseille, with additional offices in Shanghai, Singapore, Ho Chi Minh City and Paris. Mainly exposed to the maritime industry, the company is a major shareholder of Bourbon, Greenship Gas, Greenship Bulk and Sapmer. JACCAR strategy is to actively manage and develop, with a dedicated team, a portfolio of businesses and assets with bold and contrarian entrepreneur mind set, and seeks to support fully empowered managers to achieve developments. IPHS, Ile du Port Handling Services Ltd. is a public private partnership that was established in 2014 between the Government of Seychelles and Jaccar Holdings to build and operate a 425-meters fishing quay at Ile du Port. The company has completed the construction and has started operations early 2016. IPHS objective is to reduce Port Victoria congestion and improve unloading operation efficiency for Fishing vessels by offering a one stop berthing and all associated services.

b. SSI

Société Seychelloise d’Investissement Ltd. (SSIL) is a 100% Government owned Limited Liability company, incorporated in 2008 under the Companies Act, 1972. SSIL was formed primarily as a holding company for Government's participation in commercial activities and companies in which Government holds minority shareholding. Government's view was that by consolidating its ownership and minority shares under one roof, this would help to enhance synergy and better monitoring and strategic management of those commercial entities. SSIL holds shares in Indian Ocean Tuna Ltd. (IOT), the largest cannery and industrial actor in Seychelles (40%). In 2013, Government of Seychelles took a decision to extend the coverage to all commercial entities which Government holds shares in. To date, SSIL holds investments in 13 entities.

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7. Investment characteristics

a. Investment case

§ The CCCS project is an unique opportunity for Seychellois people to own one of its local champions in fishing logistics that would export Ocean raw material wealth around the world to support both Seychellois global business development, local community prosperity and blue resources preservation

§ By taking full benefit of this Seychellois flagship, the project would be built, owned and operated by the Seychellois, for the Seychellois and to the Seychellois and beyond

b. Conditions precedent

The below conditions precedent will be needed to be reached before any cash collection of the share issue:

1. Lease agreement signed on land allocated to CCCS. 2. Definitive approvals on autonomous production of energy and water. 3. Binding commitment for 75% of the 12,600 tons storage of capacity for a minimum

of 3 years. 4. Signed rent agreement for processing and other services area. 5. Signed term sheet for the bank loan with clearly identified closing conditions.

c. Status of Conditions precedent

CCCS targets to complete all conditions precedents for July 14th 2017. If the target is not met, the opening period for payment of allocated share will be delayed accordingly. CCCS achieved the following:

1. Lease Agreement: CCCS has received a confirmation letter from the Seychelles Fisheries Authority (SFA) on the conditions of the Lease Agreement and CCCS plot number. Head Lease shall be released shortly by Government to SFA that should sub-lease the land allocated to CCCS.

2. Autonomous production of water and energy: CCCS Energy scenarios have been reviewed by an independent technical committee including participation by MLUH, PUC, SEC, SFA and SPA. The in-depth analysis has been provided to Minister of Energy for a final approval.

3. Binding Commitment for 75% of the 12,600 for long term: CCCS has achieved commitment for 9,600t (76%). Agreements are being circulated for signature.

4. Binding Commitment processing and other space: Agreement are being circulated for Signature.

5. Bank Loan Term Sheet and identified closing conditions: CCCS has received 2 indicative term sheets. CCCS will negotiate and select the best financing offer to be shared before the opening for payment of allocated share.

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8. Company by law and governance

a. Company’s denomination

CENTRAL COMMON COLD STORE LTD. Company No: 8415730-1 Incorporated on June 2nd 2015 as a limited liability company, under the companies act 1972, in the Republic of Seychelles Registered Office: The Creole Spirit Quincy Street, Victoria, Mahé, Seychelles P.O. Box 18

b. Company memorandum of association

CCCS was established with the following objects (extract of CCCS Memorandum of Association)

(i). Development of facilities and Management of infrastructures (ii). Cold Storage, warehousing and inventory control (iii). Sorting, Sizing, Grading, Quality Control of Frozen Fish (iv). Rental of Facilities for Fishing Operation Management, Light Workshop &

Maintenance (v). Rental of Facilities for Processing and Value Enhancing of Frozen Raw Fish

Products Company Documents are available for inspection at Constant Capital’s offices, alternatively they can be emailed to interested parties on request. Please see contact details Appendix 10 of this document.

c. New Company Governance

As per the CCCS new by-laws Article of Associations.

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9. Procedure to apply for shares

Please contact Constant Capital (Seychelles) Ltd Application forms can be collected from the Constant Capital offices at: F29 Eden Plaza Eden Island Mahé Seychelles Alternatively, the request for allocation form can be emailed to you, please request by sending a mail to: [email protected] Completed request for allocation forms must be returned to the Constant Capital offices before the closure of the offers. Successful applicants will be contacted and notified of their allocation. Once payment has been requested, successful applicant will have 10 working days to make payment for allocated shares. Share certificates will be available for collection, or can be posted, within 14 days of the closure of the offer No monies will be accepted from unsuccessful applicants.

10. Issuing Agent information Constant Capital Office: +248 434 5447 Email: [email protected] www.constant.sc 1st Floor, F29 Eden Plaza, Eden Island, Mahé, Seychelles Constant Capital (Seychelles) Ltd is a member of Trop-X, The Seychelles Securities Exchange. The company is a registered Securities Dealer and is regulated by the FSA No commission will be paid to the Issuing Agent on the CCCS share issue. Constant Capital is acting as Sponsor Advisor to CCCS on an all-inclusive fee paid by CCCS for the share issue process. Constant Capital is responsible to manage the share issue process and ensure compliance to the Securities Act, regulations.

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11. Appendices

a. Investment Presentation

As circulated

b. Third party evaluation project

Provided by ACM Contact person: Oliver Bastienne Detail available as mentioned above

c. By laws

Attached and provided Company Secretary

d. Request for Allocation forms

Please Contact: Constant Capital Office: +248 434 5447 Email: [email protected] www.constant.sc 1st Floor, F29 Eden Plaza, Eden Island, Mahé, Seychelles Constant Capital (Seychelles) Ltd is a member of Trop-X, The Seychelles Securities Exchange, the company is a registered Securities Dealer and is regulated by the FSA

e. Audited Accounts and Statement by Auditors

Contact: Constant Capital

f. Information request and shareholder contact

Contact: Constant Capital