further admission document in relation ... - mua stockbroking · exchange of mauritius (“sem”)...

United Investments Ltd -Further Admission Document|1

UNITED INVESTMENTS LTD

FURTHER ADMISSION DOCUMENT

IN RELATION TO THE ADMISSION OF 4,250,000 UNSECURED FLOATING

RATE BONDS OF UNITED INVESTMENTS LTD (REPO RATE+ 2.35% PER

ANNUM) OF A NOMINAL VALUE OF MUR 100 EACH ON THE STOCK

EXCHANGE OF MAURITIUS BY WAY OF INTRODUCTION.


THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

ATTENTION

LEC ref no.: LEC/P/08/2016 Date: 24 March 2016

This document is issued by United Investments Ltd (“UIL, the Company”, or “the

Issuer”), a company incorporated and registered in the Republic of Mauritius pursuant to

the Companies Act 2001 on the 18th

June 1984 bearing Registration Number 4390 and

Business Registration Number C06004390.

The Directors, whose names appear in Section 5.2 of this document, collectively and

individually, accept full responsibility for the accuracy and completeness of the

information contained herein; as well as confirm, having made all reasonable enquiries

that to the best of their knowledge that there are no other facts whose omission would

make any statement in this document misleading.

Under this Further Admission Document (the “Further Admission Document”), the

Issuer, whose shares are listed on the DEM, will introduce 4,250,000 Bonds, having an

aggregate nominal amount of MUR 425,000,000. The Bonds have been issued on 1

February 2016 to identified investors by way of private placement. The terms and

conditions of the Bonds are described under “Terms and Conditions” in this Further

Admission Document (the “Terms and Conditions”).

Permission has been granted by the Listing Executive Committee (“LEC”) of the Stock

Exchange of Mauritius (“SEM”) on 24 March 2016 for the introduction of 4,250,000

Bonds on the Development and Enterprise Market of Mauritius (“DEM”).

Details of the aggregate nominal amount of Bonds, interest payable in respect of Bonds,

the status of the Bonds, the nominal price of Bonds and any other terms and conditions

are set out in the Terms and Conditions.

Investing in the Bonds involves a certain degree of risk. Prospective investors or

recipients should carefully consider the matters set out under the caption ‘Risk Factors’ in

this Further Admission Document.

Investors are advised to obtain independent tax advice in relation to any purchase,

dealings or disposal of Bonds and in respect of all payments (including all principal,

interest and other amounts (if any) payable under or in respect of the Bonds.

This Further Admission Document does not purport to be all-inclusive or to contain all

the information that a prospective investor may desire in evaluating the Issuer. Each

investor contemplating purchasing any Bonds should make its own independent

investigation and appraisal of the financial condition and affairs, and of the

creditworthiness of, the Issuer, and the terms and conditions, including the merits and

risks involved in making an investment decision with respect to the Bonds. The

investment activities of some investors may be subject to investment laws and

regulations, or review or regulation by certain authorities. Investors are advised to read

the document in its entirety and consult their investment adviser, investment dealer, tax

adviser or legal advisers to ensure compliance with their investment policy and before


making any investment decision in relation to the Bonds described under the Further

Admission Document.

Nothing in this Further Admission Document shall be construed as, and under no

circumstances shall this Admission Document constitute an offer to sell the Bonds to the

public. Accordingly, no action has been taken in any jurisdiction to allow an offer of the

Bonds to the public. The Bonds have been offered by way of private placement to

identified investors. This Further Admission Document is being issued as part of the

application for admission of the Bonds on the DEM and for compliance with the DEM

Rules.

Some of the Bondholders have undertaken to make available a total of 100 Bonds for

trading at an indicative price of MUR 100 on the first day of trading on the DEM, being

11 April 2016.

Neither the LEC nor SEM, nor the FSC assumes any responsibility for the contents of

this document. The LEC, the SEM and the FSC make no representation as to the

accuracy or completeness of any of the statements made or opinions 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.

A copy of this document has been filed with the FSC.


TABLE OF CONTENTS

1. THE ADMISSION OF THE BONDS .............................................. 11

2. DESCRIPTION OF THE ISSUER ................................................... 12

3. TERMS AND CONDITIONS .......................................................... 18

4. SUMMARY OF THE BONDS ........................................................ 27

5. GENERAL INFORMATION ON THE ISSUER ............................. 28

6. FINANCIAL INFORMATION ........................................................ 34

7. RISK FACTORS .............................................................................. 35


GLOSSARY OF TERMS

‘Agency Agreement’ the Agency Agreement entered into

between the Issuer and each of the Agents

on or about the same day as this Further

Admission Document;

‘Agent’ an agent of the Issuer under the Agency

Agreement;

‘Applicable Law’ any laws or regulations of any

governmental or other regulatory authority

which govern these Terms and Conditions

and the Bonds referred to in this Further

Admission Document in accordance with

which the same are to be construed;

‘Board’ the Board of Directors of United

Investments Ltd;

‘Bondholder’ the holder of a Bond from time to time and

recorded as such in the Register;

‘Bondholders’ Representative Agency

Agreement’

the Agency Agreement entered into

between the Issuer and the Bondholders’

Representative on or about the same day as

the Issue Date;

‘Bondholders’ Representative’ the person acting as Bondholders’

representative from time to time under the

Bondholders’ Representative Agency

Agreement;

‘Bonds’ the Bonds issued by the Issuer under

private placement

‘Books Closed Period’ the period during which the Register is

closed, being (unless the Issuer decides

otherwise) ten (10) Business Days prior to:

(i) each Interest Payment Date each year

until the Redemption Date; (ii) the

Redemption Date; or (iii) the Maturity

Date;

‘Business Day’ a day (other than a Saturday or Sunday or

public holiday in Mauritius) which is a day

on which banks in Mauritius are open for

business;

‘CDS’ the Central Depository & Settlement Co.

Ltd;

‘Condition’ a condition contained in the Terms and

Conditions;

‘Control’ has the meaning set out in section 5 of the

Companies Act 2001;

‘Day Count Fraction’ the actual number of days in an Interest

Period divided by 365;

‘DEM’ the Development & Enterprise Market of

the SEM;


‘Early Redemption Amount’ the amount payable on Early Redemption

of a Bond and determined in accordance

with Conditions 3.7.5 and 3.7.6;

‘Early Redemption Date’ the date on which Bonds may be redeemed

pursuant to an Early Redemption,

specified in the Terms and Conditions;

‘Early Redemption Option’ the redemption option on the Bonds which

may be provided to the Issuer in respect of

Bonds and as set out in the Terms and

Conditions;

‘Early Redemption’ the early redemption of a Bond prior to its

due date pursuant to Condition 3.7.3 and

3.7.4;

‘Event of Default’ means an event set out in Condition 3.4;

‘Final Redemption Amount’ means the final redemption amount of a

Bond;

‘Final Redemption’ the final redemption of a Bond on the

Maturity Date;

‘Floating Rate Bonds’ Bonds entitled to a floating rate of interest

as specified in the Terms and Conditions;

‘FSC’ the Financial Services Commission;

‘Further Admission Document’ means this Further Admission Document;

‘Interest Commencement Date(s)’ the date on which interest on a Bond,

commences its accrual, as specified in the

Terms and Conditions;

‘Interest Determination Date’ the date upon which Interest is calculated

for a specified Interest Period and as set out

in the Terms and Conditions;

‘Interest Payment Date(s)’ the interest payment date(s) set out in the

Terms and Conditions;

‘Interest Period’ each period specified in the Terms and

Conditions commencing on and including

the day of any Interest Payment Date and

ending on and excluding the following

Interest Payment Date;

‘Interest Rate’ the interest rate set out in the Terms and

Conditions;

‘Interest’ the interest payable on a Bond as set out in

the Terms and Conditions

‘Issue Date’ the date of issuance of a Bond, as specified

in the Terms and Conditions;

‘Issued Price’ the price at which the Bonds have been

issued pursuant to the Terms and

Conditions.

‘Issuer’ United Investments Ltd, a company

registered under the laws of Mauritius

under registration number 4390;

‘Last Day to Register’ At market close on the last Business Day


before the first day of a Books Closed

Period;

‘LEC’ the Listing Executive Committee of the

SEM;

‘Maturity Date’ in respect of the Bonds the date upon

which the Bonds are to be finally redeemed

and all amounts due on the Bonds are to be

repaid by the Issuer as set out in the Terms

and Conditions;

‘Mauritius’ the Republic of Mauritius;

‘MUR’ or ‘Rs’ or ‘Rupee’ the lawful currency of the Republic of

Mauritius;

‘Nominal Amount’ the par value of the Bonds, excluding

interest and any adjustment on account of

any formula, owing by the Issuer under the

Bonds;

‘Person’ any individual, company, corporation, firm,

partnership, joint venture, association,

unincorporated organization, trust or other

judicial entity, including, without

limitation, any state or agency of a state or

other entity, whether or not having separate

legal personality;

‘Redemption Amount’ the amount payable on the Redemption of a

Bond on the Redemption Date;

‘Redemption Date’ the date upon which Bonds are redeemed

by the Issuer pursuant to a Redemption;

‘Redemption’ a Final Redemption or Early Redemption,

as the case may be;

‘Reference Rate’ the repo rate of the Bank of Mauritius;

‘Register’ the register maintained by the Registrar;

‘Registrar’ MCB Registry and Securities Ltd, or such

other entity appointed in accordance with

the Agency Agreement;

‘Relevant Date’ in respect of any payment relating to the

Bonds, the date on which such

payment first becomes due;

‘Relevant Time’ the time on the Interest Determination

Date, if any, specified in the Terms and

Conditions for calculating the Interest Rate

on a Bond;

‘SEM’ the Stock Exchange of Mauritius Ltd;

‘Special Resolution’ means, in relation to all Bondholders, a

resolution passed at a properly constituted

meeting of such Bondholders duly

convened and held in accordance with the

provisions of the Agency Agreement (i)

upon a show of hands, by a majority


consisting of not less than seventy-five (75)

percent of the Bondholders present in

person or by proxy and voting thereat or

(ii) if a poll is duly demanded, by a

majority consisting of not less than

seventy-five (75) percent of the votes cast

at such poll by the Bondholders present in

person or by proxy;

‘Taxes’ has the meaning set out in Condition 3.12;

‘Terms and Conditions’ the terms and conditions set out and

incorporated in the section of this Further

Admission Document headed ‘Terms and

Conditions of the Bonds’


SALIENT FEATURES OF THE BONDS

Issuer United Investments Ltd

Placing Agent AXYS Stockbroking Ltd

Registrar / Calculation Agent and Paying

Agent

MCB Registry and Securities Ltd

Auditor EY (Mauritius) Ltd

Nature of instrument Unsecured floating rate Bonds

Currency Mauritian Rupees

Aggregate Nominal Amount MUR 425,000,000

Nominal Amount MUR 100 per bond

Issue Date (Interest Commencement Date) 1 February 2016

Interest Rate Reference rate + 2.35% per annum and

calculated on a daily basis

Reference Rate Repo Rate of Bank of Mauritius (currently at

4.40%)

Interest Payment Date Interest payments will be paid bi-annually on

each 31 January and 31 July occurring prior to

the Maturity Date, and the last interest payment

shall be effected on 31 January 2020.

Coupon Amount Nominal Amount x Interest rate x Day Count

Fraction

Day Count Fraction (Actual number of days between actual Interest

Payment Date and

(i) the Issue date for the first interest

payment; or

(ii) last Interest Payment Date for the

following interest payments other

than the first interest payment;

divided by 365 .

Maturity Date 31 January 2020

Bondholder The holder of a Bond from time to time and

recorded as such in the Register.

Register The Register will be maintained by the

Registrar as agent for the Issuer.

Risk Factors Investing in the Bonds involves certain risks

(see the section of the Further Admission

Document headed “Risk Factors”).

Early Redemption date 31 January 2018

Early Redemption Amount 50% of Aggregate Nominal Amount of the

Bonds at the option of the Issuer.

Final Redemption Amount MUR 100 per bond

Taxation All payments in respect of the Bonds will be

made without withholding or deduction for, or

on account of, any present or future taxes,

duties, assessments or governmental charges of

whatever nature imposed or levied by, or on

behalf of Mauritius, or any political subdivision

of, or any authority in, or of, Mauritius having

power to tax, unless such withholding or

deduction of Taxes is required by Applicable

Law.

Governing law The law of the Republic of Mauritius.


STATEMENT BY DIRECTORS

This document is issued in compliance with the DEM Rules of the SEM. The Directors of

UIL, collectively and individually, accept full responsibility for the accuracy and

completeness of the information contained herein; as well as confirm, having made all

reasonable enquiries that to the best of their knowledge that there are no other facts

whose omission would make any statement in this document misleading.

The Directors also confirm that to the best of their knowledge and belief, and after

making reasonable inquiries this document complies with the Securities Act 2005 (the

“Act”), or any rules or regulations made under the Act as applicable.

The Directors have approved the admission of the Bonds to the Development &

Enterprise Market of SEM by virtue of a board resolution dated 24 February 2016.

The Directors accept full responsibility for the accounts of UIL which have been prepared

in accordance with the Companies Act 2001 and the relevant accounting standards.

The Directors further certify, after due and careful enquiry, that the working capital

available to the Company is sufficient for its present requirements that is 12 months from

the date of admission of the Bonds.

Signed on behalf of the Board by:

_______________________ ________________________

Michel Guy RIVALLAND Didier MERVEN


1. THE ADMISSION OF THE BONDS

1.1 Rationale for listing and issue of the Bonds

The rationale behind the admission of the Bonds is to give Bondholders and

prospective investors the opportunity to trade Bonds freely on the DEM.

The proceeds from the Bond issue have been used for the redemption of the

previous bond (Rs400M)which matured on 31 January 2016 and to further

diversify the portfolio of investments.

1.2 Terms of issuance of the Bonds

The Bonds were offered by way of private placement by the Placing Agent on

behalf of the Issuer under the Terms and Conditions referred to in section 3 of this

document.


2. DESCRIPTION OF THE ISSUER

United Investments Ltd (‘UIL’ or the ‘Issuer’) is a public company with a

diversified portfolio of investments in several companies, generally unquoted,

operating in a variety of sectors of the Mauritian economy and the region.

The shares of the Company are listed on the DEM.

The corporate structure of the Issuer is illustrated below:


2.1 FINANCIAL SEGMENT

The Company has through its investee company, AXYS Group Ltd, successfully

combined 2 trust companies in Switzerland early last year, namely, Caversham

and New World Trust into a single entity which now trades as NWTCaversham

SA, in which UIL has control over 65% of the latter’s shareholding. In addition,

AXYS Group has recently purchased 100% of Credit Agricole’s Trust Company

which is expected to create further economies of scale in Geneva, give access to a

premium list of clients and diversify UIL’s geographic risk. Consequently, the

Company’s assets under administration will increase to over U$ 11 billion.

Together with NWT Mauritius Offices, UIL’s trust business consolidates into the

NWT Group.

UIL is known for its presence in the Leasing and Stockbroking sector through its

indirect stake (80%) in AXYS Leasing and AXYS Stockbroking, which both have

over 10 years of existence through which, they became leaders on the Mauritian

market.

With the opening of offices in Johannesburg, Dubai and Kenya, UIL is continuing

to grow its presence on the African continent so as to better serve its growing

customer base.

In South Africa, the Issuer, through its fully owned subsidiary AXYS Investments

Partners Ltd, acquired a 50% stake in each of Four Oaks Advisors, which assists a

Credit Fund; and Cogito Capital (Pty), a specialist long/short equity fund

investing in companies listed on the Johannesburg Stock Exchange.

In mid-2015, UIL purchased a 50% share in ApexAfrica Capital, a stockbroker in

Kenya with a strong high net worth client base, with the view of developing into a

diversified financial services business in the country.

AXYS Consulting DMCC (Dubai), in which the Company retains 51% share

together with a group of financial specialists, has been incorporated in the third

quarter of 2015. The said company will be actively involved in Corporate

Advisory & Consultancy and Mergers & Acquisitions in Africa while using

Mauritius as a structuring jurisdiction.

AXYS Leasing has received an “In principle license” from the Bank of Mauritius

(“BOM”) to operate a private bank in Mauritius, which should be operational in

coming months, if all regulatory approvals are granted by the BOM. The bank

will offer best practice execution and access to world class products and services

all from a stable and well-regulated country.


2.2 NON FINANCIAL SEGMENT

Information Technology

Megabyte Ltd, subsidiary of Megabyte Investment Ltd in which the Company has

an 80% stake, is the leading local system integrator involved in the information

and communication sector. It is involved in structured cabling systems, virtual

infrastructure, backup and Disaster recovery solutions, network solutions and

system administration.

As for the remaining subsidiaries, which comprise of Multi Global System Ltd,

Industrial Coding Solution Ltd and Access SARL, the companies are involved in

the sale and distribution of coding & labelling machines and industrial equipment

to the manufacturing industries. The companies stand as key players locally and

regionally, with Reunion Island as its biggest market.

Seafood

UIL is present in the Seafood Industry via its 51% indirect stake in Pelagic

Process Ltd (‘Pelagic’), which is vertically integrated in fish processing, and is

managed by a team from South Africa with over 40 years of experience in the

seafood industry since beginning of the year 2015. For the first six months of

operations under the new management team, the said company have known

significant improvements with higher fish volumes going through the factory,

improved quality of fish due to better fishing techniques and the opening up of

new export markets in the USA, Germany, Japan and Australia at higher margins.

The new management is also attracting interest from South African fishing boat

owners and Pelagic is contemplating partnership with SA fishing boats, whereby

Pelagic will purchase their catch, in the future.


Medical

The Company has a 50 % control in Quantilab Holding Ltd, holding company of

Quantilab Ltd. The latter company is the only laboratory to be certified ISO

17020 and 17025 in the region. It is the reference Laboratory for the analysis of

both QC and B samples for a number of reputable international racing

jurisdictions for both human and equine samples.

In May 2015, Quantilab Ltd partnered with Merieux NutriSciences following

which additional services such as on-site technical consulting and problem

solving, auditing services, education services and legionella risk assessments and

sampling have been made available.

Tourism

The Company holds 40% of Attitude Hospitality Limited (AHL), previously

known as Attitude Resorts Ltd. AHL has extended both its network and market

presence in Mauritius to reach a room capacity in excess of 1,100 rooms,

positioning the latter as the second largest hotel operator in Mauritius

AHL has completed two major transactions namely (1) the sale of three of its

hotels to Attitude Property Limited, a company recently listed on the Stock

Exchange of Mauritius and in which AHL retains a significant stake and (2) the

re-opening of The Ravenala (ex-La Plantation Hotel) in October 2015 with the

objective of positioning the hotel as a leading 4 star hotel in the country.

Average occupancy at Attitude branded hotels were 81% for the first six months

of the financial year 2016. This was mainly driven by increased airline seat

capacity, a favourable geopolitical environment compared to their peers and a

strong dollar which benefitted AHL due to Mauritius being mainly sold as a Euro

destination. Bookings in hand look promising for the coming quarter.


Manufacturing

The Company has 100% share in the Island Fertilizers Ltd (IFL) which is engaged

in the manufacturing of solid fertilizers and blending, distribution and application.

Island Chemicals Ltd, a wholly owned subsidiary of IFL, imports and distributes

agrochemicals products such as seeds and sprayers, and represents ‘Diversey’ in

Mauritius which is the number 2 in ‘hygienic’ worldwide.

Island Renewable Fertilizers Ltd and IFL Investment Holding Ltd are also

subsidiaries of IFL.

The Company also holds 19% of Les Gaz Industriels Ltd (listed on DEM) which

has a Long and reputable experience in Gas, Welding & Healthcare. The investee

company is also present in Madagascar.

Commerce

UIL holds a majority stake (58%) in MECOM Group. Mechanization Company

Ltd (MECOM) imports ,sells and services heavy equipment of renown brands

namely case tractors and harvesters, JCBs, Gregoir Besson, ATLAS cane loaders,

loaders and excavators from JCB and KOMATSU, BOMAG road equipment and

handling equipment from KOMATSU & SENNEBOGEN.

La Moisson Ltee, subsidiary of MECOM, is a contracting company, owned by

MECOM and is engaged in harvesting and cane loading, de-rocking, handling of

coal and renting of equipment. This company is now focussing on developing new

markets including outsourcing some of its business.

PEX Construction Ltd and Flexicom Company Ltd (subsidiaries of MECOM)

emphasize on the supply and repairs of hydraulic components, sales of pneumatic

equipment, supply and manufacture of hydraulic hoses and selling and servicing

of small equipment for the building industry.

UIL holds a majority stake (58%) in MECOM Group. Mechanization Company

Ltd (MECOM) imports ,sells and services heavy equipment of renown brands

namely case tractors and harvesters, JCBs, Gregoir Besson, ATLAS cane loaders,

loaders and excavators from JCB and KOMATSU, BOMAG road equipment and

handling equipment from KOMATSU & SENNEBOGEN.


La Moisson Ltee, subsidiary of MECOM, is a contracting company, owned by

MECOM and is engaged in harvesting and cane loading, de-rocking, handling of

coal and renting of equipment. This company is now focussing on developing new

markets including outsourcing some of its business.

PEX Construction Ltd and Flexicom Company Ltd (subsidiaries of MECOM)

emphasize on the supply and repairs of hydraulic components, sales of pneumatic

equipment, supply and manufacture of hydraulic hoses and selling and servicing

of small equipment for the building industry.

S.C.E.T.I.A Holding Ltd is also a subsidiary of MECOM and the latter company

is involved in the distribution of golf and turf equipment.

UIL has a 25% stake in Emineo Ltd, specialised in engineering and project

realisation linked to cane sugar processing, ethanol, Power Generation, Public

Utilities, Petroleum and Minerals Handling & processing. Emineo has grown

substantially since its creation in 2007, and now enjoys a good reputation and

networking in the industry. The company has extensive knowledge and

experience of the African market, and several projects have been successfully

completed in the following countries, mainly for the cane industry:


3. TERMS AND CONDITIONS

3.1 ISSUE

3.1.1. An Aggregate Nominal Amount of MUR 425,000,000 has been issued in Bonds

by way of a private placement. The Nominal Amount of each bond is MUR 100.

3.1.2. The Bonds have been allotted and issued by the Issuer in accordance with and

subject to the Terms and Conditions.

3.1.3. Each Bond shall be held subject to the Terms and Conditions, which Terms and

Conditions shall be binding on the Issuer and each Bondholder.

3.1.4. The Nominal Amount of each Bond allotted and issued by the Issuer shall be as

recorded in the Terms and Conditions.

3.1.5. Since the Bonds have been issued to more than twenty five (25) Bondholders, the

Issuer has appointed a Bondholders’ Representative pursuant to the Bondholders’

Representative Agency Agreement. Any person being or becoming a Bondholder

is deemed to have notice of, and is entitled to the benefit of, and is subject to, all

the provisions of the Bondholders’ Representative Agency Agreement.

3.1.6 The Issuer reserves the right to call back up to a maximum amount corresponding

to half of the aggregate Nominal Amount of the Bonds issued (‘Early

Redemption’), after the 2nd

anniversary date of the Issue Date in accordance with

Condition 3.7.3. Bondholders will be informed in writing of the redemption of the

bonds at least one (1) month before the Early Redemption Date.

3.2. FORM, DENOMINATION AND TITLE

3.2.1. Each Bond is a Floating Rate Bond.

3.2.2. Bonds have been issued in such denomination of aggregate Nominal Amounts as

set out in the ‘Summary of the Bonds’.

3.2.3. Legal ownership of the Bond will be reflected in book entries recorded by the

Registrar on the Register which shall constitute the definitive evidence of the title

of the Bondholder to the number of Bonds shown against his name. The Issuer

and the Registrar shall not be bound to enter any trust in the Register or to take

notice of or to accede to the execution of any trust (express, implied or

constructive) to which the Bonds may be subject. No certificates will be issued in

respect of the Bonds.

3.2.4. No bearer Bonds are issued under the private placement. The Bonds

a) are represented by book entries recorded by the CDS ;


i. such book entries shall represent proof of ownership of the rights

in a Bond;

ii. the contents of such book entries will be recorded in the Register

with the name, address and bank details of the registered

Bondholder; and

iii. if such Bonds are transferred subsequent to issue, rights of

ownership will be transferred via the rules, regulations and

procedures of the SEM and CDS as may be reflected in the

Register.

3.2.4. Title to the Bonds shall pass in accordance with the rules, regulations and

procedures of the SEM and CDS, unless the Applicable Law provides otherwise

or provides for additional formalities for transfer of title.

3.2.5. The Issuer and Registrar shall recognise a Bondholder as the sole and absolute

owner of the Bonds registered in that Bondholders’ name in the book entries of

the CDS as reflected in the Register and shall not be bound to enter any trust in

the Register or to take notice of or to accede to the execution of any trust (express,

implied or constructive) to which the Bonds may be subject.

3.3. STATUS OF THE BONDS

The Bonds are direct obligations of the Issuer and rank pari passu among

themselves, and, save for such debts as may be mandatorily preferred by law,

equally with all other present and future unsecured and subordinated obligations

of the Issuer from time to time outstanding. The Bonds are unsecured.

3.4. EVENTS OF DEFAULT

The Bondholders’ Representative at his discretion, and if so requested in writing

by the Bondholders of not less than 75% in Nominal Amount of the Bonds then

outstanding or if so directed by a Special Resolution (subject in each case to being

indemnified and/or secured to its satisfaction), may give notice to the Issuer that

any affected Bonds are and shall immediately become, due and repayable at their

Nominal Amount together with accrued interest if any of the following events

occur:

3.4.1. Non-payment: the Issuer fails to pay the Nominal Amount of any of the Bonds

when the same becomes due and payable either at the Maturity Date, upon

Redemption, by declaration or otherwise, or the Issuer is in default with respect to

the payment of Interest on any of such Bonds and such default in respect of

Interest (if caused by administrative or technical error) continues for a period of 3

Business Days; or

3.4.2. Breach of Other Obligations: the Issuer is in default in the performance, or is

otherwise in breach, of any warranty, covenant, obligation, undertaking or other

agreement under the Bonds or the Bondholders’ Representative Agency

Agreement (other than a default or breach elsewhere specifically dealt with in this


Condition 3.4 and such default or breach (if capable of remedy) is not remedied

within fifteen (15) Business Days (or such longer period as the Bondholders’

Representative may reasonably determine) after notice thereof has been given to

the Issuer and, if applicable, by the Bondholders’ Representative; or

3.4.3. Bankruptcy: (i) any Person shall have instituted a proceeding or entered a decree

or order for the appointment of a receiver manager, administrator, liquidator or

rehabilitation manager in any insolvency, rehabilitation, readjustment of debt,

marshalling of assets and liabilities or similar arrangements involving the Issuer

or all or substantially all of their respective assets and such proceeding, decree or

order shall not have been vacated or shall have remained in force undischarged or

unstayed for a period of sixty (60) Business Days; or (ii) the Issuer shall institute

proceedings under any applicable bankruptcy, insolvency or other similar law

now or hereafter in effect to be placed into rehabilitation, adjudicated a bankrupt

or shall consent to the filing of a bankruptcy, insolvency or similar proceeding

against it or shall file a petition or answer or consent seeking reorganisation under

any such law or shall consent to the filing of any such petition, or shall consent to

the appointment of a receiver manager, administrator, liquidator, rehabilitation

manager or trustee or assignee in bankruptcy or liquidation of the Issuer or in

respect of its property, or shall make an assignment for the benefit of its creditors

or shall otherwise be unable or admit its inability to pay its debts generally as they

become due or the Issuer commences proceedings with a view to the general

adjustment of its indebtedness, which event in any such case is (in the reasonable

opinion of the Bondholders’ Representative), materially prejudicial to the interests

of the Bondholders.

3.5. INTEREST AND CALCULATIONS

3.5.1. Each Bond bears Interest on its outstanding Nominal Amount from the Interest

Commencement Date at the rate per annum (expressed as a percentage) equal to

the Interest Rate, such Interest being payable in arrears on each Interest Payment

Date.

3.5.2. The Interest Rate in respect of Floating Rate Bonds for each Interest Period shall

be determined in the manner specified in the ‘Summary of Bonds’

3.5.3. For the purposes of any calculations of Interest required pursuant to these Terms

and Conditions (unless otherwise specified), (i) all percentages resulting from

such calculations shall be rounded, if necessary, to the nearest two decimal points,

and (ii) all figures shall use two decimal points and shall be rounded to the nearest

Rupee. For these purposes ‘unit’ means the lowest amount of the currency.

3.5.4. The amount of Interest payable in respect of any Bond for any Interest Period

shall be calculated by multiplying the Day Count Fraction by the product of the

Interest Rate and the outstanding Nominal Amount of such Bond and as further

specified in the Summary of the Bonds (or be calculated in accordance with such

formula).

3.5.5. As soon as practicable after the Relevant Time on such Interest Determination

Date as the Issuer may be required to determine the Reference Rate, it shall


determine such rate and calculate the Interest amounts in respect of the Bonds for

the relevant Interest Period, calculate the Final Redemption Amount, or Early

Redemption Amount and cause the Interest Rate and the Interest amounts for each

Interest Period and the relevant Interest Payment Date and, if required to be

calculated, the Final Redemption Amount or Early Redemption Amount to be

notified to the Bondholders, no later than the fourth (4th) Business Day after such

determination.

3.5.6. Interest shall cease to accrue on each Bond on the Redemption Date unless, upon

due presentation, payment of the Nominal Amount is improperly withheld or

refused, in which event Interest shall continue to accrue (before as well as after

judgment) at the Interest Rate in the manner provided in this Condition 6 to the

date of actual payment.

3.6. PAYMENT

3.6.1. Payments of Redemption Amount in respect of the Bonds shall be made at the

specified office of the Registrar.

3.6.2. Interest and Redemption Amounts due on Redemption shall only be payable, in

respect of Interest, to Bondholders registered as such on the Last Day to Register

immediately preceding the Interest Payment Date in question, and in respect of

Redemption Amount, to Bondholders registered as such on the Last Day to

Register prior to the Redemption Date in question.

3.6.3. Subject to Conditions 3.6.1 and 3.6.2, payments of Interest and Redemption

Amounts shall be made by the Issuer via electronic funds transfer to the account

designated for the purpose by the Bondholder. In the event that, for any reason,

payment by means of electronic funds transfer is not possible, payment will be

made by cheque in the manner set out in the remainder of this Condition 3.6.

3.6.4. Cheques, if not by electronic funds transfer, in payment of Interest and

Redemption Amounts shall be issued by the Issuer or its Paying Agent. Payment

of cheques shall be a valid discharge by the Issuer of the obligation upon it to pay

Interest or the Redemption Amount on Redemption, as the case may be.

3.6.5. Subject to Conditions 3.6.1 and 3.6.2 cheques shall be made payable to the order

of:

a) the Bondholder; or

b) such other Person as may have been notified in writing to the Registrar by the

Bondholder (accompanied by the address of that Person and such proof of

authority as the Issuer or the Registrar may require) not later than the Last Day to

Register in respect of the relevant Interest Payment Date or Redemption Date, as

the case may be.

3.6.6. The Cheque will be dispatched to the registered address of the Bondholder as per

the Register.


3.7. REDEMPTION, PURCHASE AND CANCELLATION

At maturity

3.7.1. Unless previously redeemed, purchased and cancelled as provided below, each

Bond shall be finally redeemed on the Maturity Date specified thereon at its Final

Redemption Amount, which, unless otherwise provided, is its Nominal Amount

together with any accrued Interest.

Redemption for tax reasons

3.7.2. The Bonds may be redeemed, at the Nominal Amount with accrued interest, at the

option of the Issuer in whole, but not in part, at any time, on giving not less than

thirty (30) nor more than sixty (60) Business Days’ notice to the Bondholders

(which notice shall be irrevocable) if, immediately before giving such notice, the

Issuer satisfies the Bondholders’ Representative as applicable that:

a) the Issuer has or will become obliged to pay any additional amount as a result of

any change in, or amendment to, the laws or regulations of Mauritius, or any

political subdivision or any authority thereof having power to tax therein, or any

change in the application or official interpretation of such laws or regulations

(including a decision of a court of competent jurisdiction), which change or

amendment becomes effective after the Issue Date of the Bonds; and

b) such obligation cannot be avoided by the Issuer even though reasonable measures

available to it are taken. Prior to the publication of any notice of Redemption

pursuant to this Condition 3.7.5, the Issuer shall deliver or procure that there is

delivered to the Bondholders or the Bondholders’ Representative as applicable:

i. a certificate signed by two directors of the Issuer stating that the Issuer is

entitled to effect such Redemption and setting forth a statement of facts

showing that the conditions precedent to the right of the Issuer so to

redeem have occurred, and

ii. an opinion, in form and substance to the reasonable satisfaction of the

Bondholders’ Representative, of independent legal advisers of recognised

standing to the effect that the Issuer has or will become obliged to pay any

additional amounts or has or will become obliged to make any additional

withholding or deduction as a result of such change or amendment. The

Bondholders’ Representative shall be entitled to accept such certificate

and opinion as sufficient evidence of the satisfaction of the circumstances

set out in Conditions 3.7.5.a) and 3.7.5.b) above in which event they shall

be conclusive and binding on the Bondholders. Upon expiry of any such

notice as referred to in this Condition 3.7.5, the Issuer shall be bound to

redeem the Bonds in accordance with this Condition 3.7.5.


Early Redemption at the option of the Issuer

3.7.3. For the Early Redemption Option provided for in respect of the Bonds and as

provided in Condition 3.1.6, the Issuer may, subject to any Applicable Law as

indicated in the Summary of Bonds and on giving not less than thirty (30)

Business Days’ irrevocable notice to the Bondholders redeem up to a maximum

amount corresponding to half of the aggregate Nominal Amount Bonds (for a

nominal aggregate amount of MUR 212,500,000) on any Early Redemption Date.

Any such redemption of Bonds shall be at their Nominal Amount together with

Interest accrued to the Redemption Date.

3.7.4. The Bonds that shall be redeemed under condition 3.7.3, shall be done on a pro-

rata basis, being 50% stake of each Bondholder.

Early Redemption Amount

3.7.5. The Early Redemption Amount payable in respect of any Bond upon Early

Redemption of such Bond pursuant to Conditions 3.7.5 and 3.7.6, and shall be

calculated, in the case of the Bonds equal to the Nominal Amount, including any

accrued Interest, at the Final Redemption Amount thereof.

3.7.6. Where such calculation is to be made for a period which is not a whole number of

years, it shall be calculated on the basis of actual days elapsed divided by 365.

Purchases

3.7.7. The Issuer may at any time purchase or procure others to purchase for its account

the Bonds at any price in an open market. Bonds so purchased may be held or

resold or surrendered for cancellation, at the option of the Issuer. Any Bonds so

purchased, while held by or on behalf of the Issuer or any of the Issuer’s affiliates,

shall not entitle the Bondholder to vote at any meeting of Bondholders and shall

not be deemed to be outstanding for the purposes of calculating quorums at

meetings of Bondholders.

3.7.8. Bonds purchased by or on behalf of the Issuer, or any of the Issuer’s affiliates

may be cancelled and if so, together with all Bonds redeemed by the Issuer, may

not be reissued or resold and the obligations of the Issuer in respect of any

cancelled Bonds shall be discharged.

3.8. CANCELLATION OF BONDS

All Bonds which are redeemed shall forthwith be cancelled.


3.9. PRESCRIPTION

The Bonds shall become void unless presented for payment of principal and

interest within a period of three (3) years after the Relevant Date.

3.10. REGISTER AND TRANSFER OF BONDS

3.10.1. Register

a) The Register of Bondholders:

i. shall be kept at the office of the Issuer and the Registrar;

ii. shall contain the names and address of the Bondholders;

iii. shall contain the total Nominal Amount of the Bonds held by the

Bondholders;

iv. shall show the dates upon which each of the Bondholders was registered

as such;

b) The Registrar shall alter the Register in respect of any change of name or address

of any of the Bondholders upon receipt of notification from the Bondholder.

c) Except as provided for in these Terms and Conditions or as required by law, the

Issuer:

i. shall only recognize a Bondholder as the owner of the Bonds registered in

that Bondholder’s name as per the book entries recorded by the CDS as

reflected in the Register;

ii. shall not be bound to enter any trust in the Register or to take notice of or

to accede to the execution of any trust (express, implied or constructive).

3.10.2. Transfers of listed Bonds

a) Subject to Condition 3.10.2 and the terms of the Agency Agreement, transfers of

Bonds that are listed on the DEM will be effected in accordance with the trading

procedures established by SEM.

b) The Bonds will be freely transferable as from the date of listing until their

Maturity Date.

c) Trading of Bonds listed on the DEM will be subject to payment of brokerage or

any other fees, where applicable, at prescribed rates.

3.11. AGENTS GENERALLY

3.11.1. Except for the Bondholders’ Representative, any third party appointed by the

Issuer shall act solely as the agent of the Issuer and shall not assume any

obligation towards or relationship of agency for or with any Bondholders.

3.11.2. The Issuer shall be entitled to vary or terminate the appointment of such agents

and/or appoint additional or other agents and/or approve any change in the

specified office through which any agent acts.


3.12. TAXATION

All payments in respect of the Bonds will be made without withholding or

deducting for, or on account of, any present or future taxes, duties, assessments or

governmental charges of whatever nature (‘Taxes’) imposed or levied by, or on

behalf of Mauritius, (or any political subdivision of) or any authority in, or of,

Mauritius having power to tax, unless such withholding or deduction of Taxes is

required by Applicable Law.

3.13. WARRANTIES

The Issuer hereby certifies and warrants that all acts and conditions required to be

done and performed and to have happened prior to the creation and issuance of

each Bond and to constitute the same as the legal, valid and binding obligations of

the Issuer enforceable in accordance with their terms, if any, have been done and

performed and have happened in due compliance with all Applicable Law.

3.14. NOTICES

3.14.1. All notices to Bondholders shall be sent by registered mail to their respective

addresses appearing in the Register. Any such notice shall be deemed to have

been given on the seventh day after the day on which it is mailed. In addition,

such notices shall also be valid if published in a daily newspaper of wide

circulation in Mauritius.

3.14.2. If any notice is given to Bondholders, a copy thereof shall be delivered to the

Bondholders’ Representative, where applicable.

3.14.3. Any notice by a Bondholder to the Issuer shall be deemed to have been received

by the Issuer, if delivered to the registered office of the Issuer on the date of

delivery and, if sent by registered mail, on the seventh day after the day on which

it is sent.

3.15. AMENDMENT OF THESE TERMS AND CONDITIONS

3.15.1. These Terms and Conditions set out all the rights and obligations relating to the

Bonds and, subject to the further provisions of this Condition 3.15, no addition,

variation or consensual cancellation of these Conditions shall be of any force or

effect unless reduced to writing and signed by or on behalf of the Issuer and the

Bondholders.

3.15.2. These Terms and Conditions may be amended by the Issuer without the consent

of the Bondholders for the purpose of curing any ambiguity or of curing,

correcting or supplementing and defective provision contained therein, provided

that the interests of the Bondholders are not prejudiced by any such amendment.

3.15.3. The Issuer may, with the prior sanction of a Special Resolution of Bondholders,

amend these Conditions, provided that no such amendment shall be of any force

or effect unless notice of intention to make such amendment shall have been given


to all Bondholders in terms of Condition 3.14 above and provided further that any

amendment made pursuant to this Condition 3.15.3 shall not affect the rights and

obligations of the Bondholders (each an ‘Interested Bondholder’) and the Issuer

pursuant to Bond issues made before the amendments come into force except if

the Interested Bondholders have expressly consented to such amendment by a

Special Resolution.

3.16. BONDHOLDERS’ REPRESENTATIVE AND MEETINGS OF

BONDHOLDERS

3.16.1. The Bondholders’ Representative has been appointed and the Bondholders’

Representative Agency Agreement been entered into with the aim, inter alia, of

providing for the protection and enforcement of the rights and entitlements, and

the implementation of the obligations, of the Bondholders. Accordingly, all such

rights, entitlements and obligations of the Bondholders shall be protected,

enforced and implemented, as the case may be, through the office of the

Bondholders’ Representative.

3.16.2. The Issuer may at any time convene a meeting of the Bondholders or a meeting of

Bondholders, subject to prior written notice to such Bondholders in accordance

with the Bondholders’ Representative Agency Agreement. This notice is required

to be given in terms of Condition 3.14 above. Such notice shall specify the date,

place and time of the meeting to be held, which place shall be in Mauritius.

3.16.3. Subject to the Bondholders’ Representative Agency Agreement, a director or duly

appointed representative of the Issuer may attend and speak at a meeting of

Bondholders, but shall not be entitled to vote, other than as a proxy or

representative of a Bondholder.

3.16.4. Meetings of the Bondholders shall be convened and requisitioned in accordance

with the provisions of the Bondholders’ Representative Agency Agreement. The

procedures (including, without limitation, the appointment of a chairman, the

required quorum and voting method and threshold) pertaining to the conduct of

meetings of the Bondholders or of the Bondholders shall be as set out in the

Bondholders’ Representative Agency Agreement.

. 3.17. GOVERNING LAW

The provisions of these Terms and Conditions, this Further Admission Document,

the Bonds, the Bondholders’ Representative Agency Agreement, the Agency

Agreement and all rights and obligations to the Bonds, are governed by, and shall

be construed in accordance with, the laws of Mauritius in force from time to time.

3.18. JURISDICTION

3.18.1. The courts of Mauritius shall have exclusive jurisdiction to hear and determine

any suit, action or proceedings, which may arise out of or in connection with the

Bonds.


4. SUMMARY OF THE BONDS

Issuer United Investments Ltd


Registrar and Transfer Agent / Calculation

Agent and Paying Agent

MCB Registry and Securities Ltd

Auditor EY (Mauritius) Ltd

Nature of instrument Unsecured floating rate Bonds

Currency Mauritian Rupees

Aggregate Nominal Amount MUR 425,000,000

Nominal Amount MUR 100 per bond

Issue Date (Interest Commencement Date) 1 February 2016

Interest Rate Reference rate + 2.35% per annum and

calculated on a daily basis

Reference Rate Repo Rate of Bank of Mauritius (currently at

4.40%)

Interest Payment Date Interest payments will be paid semi-annually

on each 31 January and 31 July occurring prior

to the Maturity Date, and the last interest

payment shall be effected on 31 January 2020.

Coupon Amount Nominal Amount x Interest rate x Day Count

Fraction

Day Count Fraction (Actual number of days between actual Interest

Payment Date and

(iii) the Issue date for the first interest

payment; or

(iv) last Interest Payment Date for the

following interest payments other

than the first interest payment;

divided by 365 .

Maturity Date 31 January 2020

Bondholder The holder of a Bond from time to time and

recorded as such in the Register.

Register The Register will be maintained by the

Registrar as agent for the Issuer.

Risk Factors Investing in the Bonds involves certain risks

(see the section of the Further Admission

Document headed “Risk Factors”).

Early Redemption date 31 January 2018

Early Redemption Amount 50% of Aggregate Nominal Amount of the

Bonds at the option of the Issuer.

Final Redemption Amount MUR 100 per bond

Taxation All payments in respect of the Bonds will be

made without withholding or deduction for, or

on account of, any present or future taxes,

duties, assessments or governmental charges of

whatever nature imposed or levied by, or on

behalf of Mauritius, or any political subdivision

of, or any authority in, or of, Mauritius having

power to tax, unless such withholding or

deduction of Taxes is required by Applicable

Law.

Governing law The law of the Republic of Mauritius.


5. GENERAL INFORMATION ON THE ISSUER

5.1 CORPORATE DIRECTORY

United Investments Ltd was incorporated and registered in the Republic of

Mauritius pursuant to the Companies Act 2001 as private Company on the 18th

June 1984 bearing Registration Number 4390 and Business Registration Number

C06004390 and later converted as a public limited liability company. The table

below gives a full view of UIL Corporate Directory.

Issuer United Investments Limited

Registration Number 4390

Business Registration Number C06004390

Registered office 6/7th Floor, Dias Pier Building, Le Caudan

Waterfront, Caudan, Port Louis 11307

Tel: 405 4000

Fax: 213 0419

Corporate Secretary FWM Secretarial Services Limited

6/7th Floor, Dias Pier Building, Le Caudan


Tel: 405 4000

Fax: 212 6138/208 7188


6/7th Floor, Dias Pier Building, Le Caudan


Tel: 4053400

Fax: 213 3478

Registrar and Transfer Agent and

Calculation and Paying Agent

M.C.B Registry and Securities Ltd

Raymond Lamusse Building, 9-11, Sir

William Newton Street, Port Louis

Bondholders’ Representative Me. Didier Maigrot

35, Sir William Newton Street, 1st Floor Labama House, Port Louis Tel: 212 1262

Licensed Auditor EY (Mauritius) Ltd,

9th Floor, Tower 1, NexTeracom, Cybercity,

Ebène

Bankers The Mauritius Commercial Bank Ltd

8 – 15 Sir William Newton Street

Port Louis

AfrAsia Bank Ltd

Bowen Square, 10 Dr. Ferrière Street

Port Louis

Legal Adviser BLC Chambers

2nd Floor, The AXIS, 26 Bank Street,

Cybercity, Ebene 72201


5.2 BOARD OF DIRECTORS

Didier MERVEN

Mauritian nationality (60 years)

Lobogan Lane, Union Daruty,

Petit Raffray

In 1991, Didier Merven set up Portfolio and

Investment Management Ltd - one of the very first

professional portfolio management companies in

Mauritius. Over the next 20 years, AXYS evolved

from these beginnings into a diversified financial

services company. Didier now sits on the AXYS board

and is still involved in portfolio management for the

Company’s high net worth clients.

Michel Guy RIVALLAND


Coastal Road, Roches Noires

Michel Guy Rivalland is a graduate in Economics, Bsc

(Hons) from UK. He joined AXYS Group in 1999, and

became a shareholder and Director in 2002 and was

appointed CEO of AXYS Group on 1st July 2006. He

is also the CEO of United Investments Ltd.

Mr Kumar L. GUNNESS


1, Adrien Sauzier Street, Floréal

Kumar Gunness qualified as a pharmacist from John

Moors University, Liverpool, UK. He has a wide

ranging business experience locally and overseas. He

is currently the Managing Director and the largest

shareholder of the Unicorn Group of companies as

well as being a Director of other local and overseas

companies.

Mr Sebastien MAMET


Domaine du Bon Espoir, Piton

After working in the audit department of Ernst &

Young London and Mauritius for eight years,

Sebastien Mamet joined the Corporate Finance

division of PricewaterhouseCoopers Mauritius in

2004. As Senior Manager of the division, he advised

clients on mergers & acquisitions, business plans,

finance raising and financial restructuring, among

others. He joined Terra Group in 2009 to head its new

strategic development function. As a member of the

Management Committee, he advises on the strategic

orientation of the group and is responsible for

implementing new business developments.

Mr Nicolas Maigrot


Maurice Martin Street,

Forest Side

Nicolas Maigrot Joined Ireland Blyth Limited in

September 2010 as Deputy CEO and was appointed

CEO of the IBL Group on 1 January 2011 until June

2015. Nicolas Maigrot is now appointed as CEO of

Terra Mauricia. He holds a BSc in Management

Sciences from the London School of Economics and

has a wide experience in the manufacturing field,

specifically the textile industry, both locally and

internationally. Nicolas Maigrot is the Chairman of

Mauritian Eagle Insurance Company Limited.


Mr Pierre Arnaud Marc De

MARIGNY-LAGESSE


Royal Road, La Ravine, Moka

Marc Lagesse is the Chief Executive Officer of the

Hertshten Group, a Mauritian based holding company

with operations in 7 countries across the globe

involved in international derivatives markets and

property. He was previously the CEO of MCB Capital

Markets, part of the MCB Group within which Marc

Lagesse spent 15 years. He has a BSc in Statistics and

Economics from University College London and an

MBA from the London Business School.

5.3 DIRECTORS INTERESTS

The interests of the Directors of UIL as at 31 December2015 are as follows:

Directors Direct Shareholding Indirect Shareholding

Mr Lilladhur GUNNESS 0.00%

Mr Marc LAGESSE 0.13%

Mr Sebastien MAMET -

Mr Didier MERVEN - 8.78%

Mr Michel Guy RIVALLAND 8.77%

5.4 DIRECTORS’ REMUNERATION

The Directors’ remuneration from both the Company and its subsidiaries for the

financial year ended 30 June 2015 aggregated to MUR 18,206,263.

5.5 PROPERTY, PLANT AND EQUIPMENT

Except for its investment in securities, the Company does not own any fixed

assets.

5.6 EMPLOYEES

The Issuer does not have employees but is managed by Michel Guy Rivalland, its

Chief Executive Officer, who has a contract of employment with United

Investments Treasury Ltd, a fully owned subsidiary of UIL. United Investments

Treasury Ltd presently has 6 employees.


5.7 MORTGAGE AND CHARGES

The Issuer’s total borrowings/Indebtedness stood at Rs660M as at 30 December

2015. The Company has, as at date of this document, provided the following

guarantees and charges:

a) Floating charge on assets of the Company for MUR 30M in favour of

facilities taken by IFL Investment Holding Ltd

b) Floating charge on assets of the Company for MUR 30M in favour of

facilities taken by Island Chemicals Ltd

c) Floating charge on assets of the Company for USD 3M in favour of

facilities taken by Island Fertilizers Logistics Ltd

d) Floating charge on all assets of the Company for EUR 1.22M in favour of

facilities taken by Megabyte Investment Ltd

e) Floating charge on all assets of UIL for MUR 6M and financial bank

guarantee of MUR 12M in favour of facilities taken by Pelagic Process

Ltd.

f) Guarantee of USD 2.6m to AXYS Group Ltd

g) Guarantee of MUR 2.3m to AXYS Stockbroking Ltd

5.8. SHAREHOLDING

5.8.1 Share Capital and Alteration

The stated capital of the Company amount to MUR 1,071,847,924 consisting

151,462,163 shares (issued and fully paid up). There have been no modifications

in the share capital of the Company during last financial year ending 30 June

2015.

5.8.2 Information on Major Shareholders

Shareholders holding more than 5% directly and indirectly in the share capital of

the Issuer as at 30 June 2015 are as follows:

Major Shareholders % Holding

Terra Mauricia Ltd 29.03%

Firefox Ltd 19.62%

Portfolio Investment And

Management Limited

8.78%

Mr Michel Guy Rivalland 8.77%

Jason Limited 5.01%

5.9 RELATED PARTY TRANSACTIONS

No related party transactions have been recorded as at 30 June 2015.


5.10 DIVIDEND POLICY

The Issuer does not have any formal dividend policy. Payment of dividends is

subject to the profitability of the Group and availability of cash flow after its

capital expenditure requirements.

5.11 MATERIAL CONTRACTS

No contracts (not being entered into in the ordinary course of business) have been

entered into by the Issuer and are, or may be, material, and contain provisions

under which the Issuer has an obligation or entitlement which is, or may be,

material to the ability of the Issuer to meet its obligations in respect of the Bonds

issued.

5.12 CONFLICTS OF INTEREST

At the date of this Further Admission Document, there are no potential conflicts

of interests between any duties to the Issuer of the members of its administrative,

management or supervisory bodies and their private interests and should be any

conflict, the directors shall disclose such conflict in the manner provided in the

Companies Act 2001.

5.13 CONTINGENT LIABILITIES

The Company has no contingent liabilities as at the date of this Further Admission

Document.

5.14 LEGAL AND ARBITRATION PROCEEDINGS

There are no governmental, legal and arbitration proceedings which are pending

or threatened (which the Company is aware) against the Company in the last 12

months which may have, or have had in the recent past, a significant effects on the

Company’s financial position or profitability.

5.15 MATERIAL ADVERSE CHANGE

Save as disclosed in this Further Admission Document, there has been no

significant change in the financial or trading position of the Company since the

last interim financial statements as at 31 December 2015.

5.16. OBJECTS OF THE COMPANY

The Company has, both within and outside the Republic of Mauritius, full

capacity to carry out and/or undertake any business or activities, to do any act or

enter into any transaction, and, for those purposes, shall have full rights, powers

and privileges, as featured in clause of the constitution


5.17 ESTIMATED COSTS OF THE ADMISSION

The total expenses of the issue are estimated to be MUR 549,035 detailed as

follows:

MUR

DEM Application Fees 65,000

CDS Fees 49,035

Design, printing and postage 100,000

Registrar and transfer agent fees 150,000

Legal and professional fees 200,000

TOTAL 564,035

5.18 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the Registered

Office of the Company during business hours for period of thirty (30) days as at

date of this Further Admission Document:

a) The Constitution of UIL dated 24 November 2010;

b) The audited financial statements for the years ended 30 June 2013, 2014 and

2015;

c) Bondholders’ Representative Agency Agreement dated 1 February 2016

d) The Further Admission Document.


6. FINANCIAL INFORMATION

6.1 The financial statements of the Group have been prepared under the historical cost

basis except for:

(i) Financial assets held at fair value through profit or loss which have been

measured at fair value.

(ii) Available for sale of financial assets which are stated at fair value.

6.2 The financial statements have been prepared in accordance with International

Financial Reporting Standards (“IFRS”) as issued by the International Accounting

Standard Board (“IASB”).

6.3 Appendices 1 and 2 to this document provide for the abridged unaudited interim

financial statements as 31 December 2015 and abridged audited financial

statements as at 30 June 2015.

6.4 The annual financial statements as at 30 June 2015 have been audited by Ernst

and Young Mauritius whose address is set out in section 5.1 above. The Auditors

have given and have not withdrawn their consent for the inclusion of their name

and the reproduction of the audited financial statements where applicable in their

form and context in which they appear.

6.5 The interim financial statements as at 31 December 2015 have not been audited.

6.6 Save as specified in this document, no information has been audited.

6.7 Full sets of the audited financial statements for the years 30 June 2013, 2014 and

2015 are available for inspection at the Registered Office of the Company.

6.8 Financial Analysis

The Unaudited Accounts for the period ending 31 December 2015 show a

decrease in the Company’s revenue of 33% compared to 31 December 2014. The

is due to the fact that dividends from investee companies have been impacted by

their expansion, mainly in the financial services and hospitality segments. Total

comprehensive loss of the same period has increased from Rs 3.8M to Rs 24.2M

resulting in the loss per share increasing from Rs 0.03 to Rs 0.16. On the other

hand, the Total Assets of the Company has increased by 10%, from Rs 3bn to Rs

3.3bn.


7. RISK FACTORS

All investments in bonds involve a degree of risk. Prospective investors should

bear in mind that the financial performance of UIL and the risks associated with

its business are important factors when deciding whether to invest in the bonds. A

number of risk factors and uncertainties may adversely affect the Company. If any

of these risks or uncertainties actually occurs, the business, operating results and

financial condition of the Company could be materially and adversely affected

which ultimately could affect UIL’s capacity to pay interest as proposed and to

redeem the Bonds at maturity.

A number of risk factors are illustrated, both general risks pertaining to the UIL’s

business operations and material risks relating to the Bonds as financial

instruments relevant to Mauritius’ investment environment. The risks presented in

this document are not exhaustive, and other risks not discussed herein may also

adversely affect UIL.

UIL being an investment company, its performance is directly linked to the

performance of its investee companies.

7.1 The Issuer’s business environment:

The investments, business, profitability and results of operations of the Issuer may

be adversely affected as a result of the difficult conditions in the Issuer and its

subsidiaries as well as other investee companies’ operating environment.

7.2 Litigation risk:

The Issuer, in its normal course of business, may be subject to litigation, claims

from tax authorities or claims arising from the conduct of its business. The

occurrence of potential proceedings, or other claims leading to a substantial legal

liability could have a material adverse effect on the Issuer’s business, results,

operations, reputation and financial condition.

7.3 Political, social and economic risks in Mauritius and/or other countries:

The Issuer’s and its subsidiaries’ operations are spread globally and its revenues

are derived from operations both local and globally. Operations are subject to

various risks that need to be assessed in comparison to jurisdictions elsewhere.

These include political, social and economic risks specific to Mauritius, such as

general economic volatility, recession, inflationary pressure, exchange rate risks

and exchange controls, which could affect an investment in the Bonds. General

economic volatility could be influenced by global political events such as terrorist

acts, war and other hostilities, as well as market specific events, such as shifts in

consumer confidence and consumer spending, rates of unemployment, industrial

output, labour or social unrest and political uncertainty. The existence of such

factors may have an impact on Mauritius or in the jurisdiction where some of its

subsidiaries operate and the results of the Issuer in ways that cannot be predicted.

Income streams derived from foreign investments may be exposed to political,

social and economic risks associated to these jurisdictions. Economic downturn


may impact the performance of the investee companies, especially the tourism

and financial sectors.

7.4 The impact of any future change in law (Including Tax law) or regulation:

Changes in regulations may increase the Issuer’s cost of doing business, and may

have a material adverse effect on the Issuer’s financial results.

7.5 Liquidity risk:

Bonds under this Further Admission Document may not have been widely

distributed and there may not be an active trading market for the Bonds. However,

the Bonds are listed on the DEM and are freely transferable.

7.6 Refinancing Risk:

Refinancing risk is the possibility that a borrower cannot refinance by borrowing

to repay its existing debt. At maturity of the Bonds Issue in 2020, the issuer bears

the risk that the company has not generated sufficient cash flow to meet the

redemption amount, or the bond not being rolled over or refinanced by the banks

due to adverse market conditions. In the eventuality that such a situation arises, it

will endeavour to sell one of its assets to meet its financial obligations.

7.7 The Bonds may be subordinated to other Issuer’s liabilities:

Unsecured Bonds constitute direct, unsecured and subordinated obligations of the

Issuer and rank pari passu among themselves and pari passu with all other

unsecured indebtedness. With regard to any unsecured Bonds, if the Issuer is

declared insolvent and a winding up is initiated, the Issuer will be required to pay

the holders of unsubordinated debt and meet its obligations to all its other

creditors (including unsecured creditors but excluding any obligations in respect

of subordinated indebtedness) in full before it can make any payments on such

subordinated Bonds. If this occurs, the Issuer may not have enough assets

remaining after these payments to pay amounts due under such subordinated

Bonds.

7.8 Environmental, social and governance risks

Environmental, social and governance risk focus on the environmental, social and

governance issues, which may impact the Issuer’s ability to successfully and

sustainably implement business strategy. Any failure to control these risks

adequately or unexpected development in the future economic environment could

have an adverse effect on the financial condition and reputation of the Issuer.

7.9 Exchange rate risks:

The Issuer will pay principal and interest on the Bonds in MUR. This presents

certain risks relating to currency conversions if an investor’s financial activities

are denominated principally in a currency or currency unit (the “Investor’s

https://en.wikipedia.org/wiki/Debt


Currency”) other than MUR. These include the risk that exchange rates may

significantly change (including changes due to devaluation of MUR or revaluation

of the Investor’s Currency) and the risk that authorities with jurisdiction over the

Investor’s Currency may impose or modify exchange controls.

7.10 Interest rate risk:

Given that the interest rate on the Bonds is floating during the tenor of the Bonds,

any change in the repo rate may impact on the Bondholders.

7.11 The risk of optional redemption by the Issuer:

An optional redemption feature is likely to limit the market value of the Bonds.

During any period when the Issuer may elect to redeem the Bonds, the market

value of those Bonds generally may not rise substantially above the price at which

they can be redeemed. This may also be the case prior to any redemption period.

7.12 Modifications, waivers and substitution:

The Conditions of the Bonds contain provisions for calling meetings of

Bondholders to consider matters affecting their interests generally. These

provisions allow majority Bondholders to bind all Bondholders, including those

who did not attend and vote at the relevant meeting and Bondholders who voted

in a manner contrary to the majority.

7.13 Amendment or Review of Prevailing Laws:

This Further Admission Document, the Bonds and the applicable Terms and

Conditions, are governed by, and will be construed in accordance with, the laws

of Mauritius. No assurance can be given as to the impact of any possible judicial

decision or amendment and, or review of the laws of Mauritius or administrative

practice in Mauritius after the Further Admission Document.


8. APPENDIX 1: ABRIDGED INTERIM FINANCIAL STATEMENTS AS AT

31 DECEMBER 2015

Unaudited Audited Unaudited Auditedas at as at as at as at

31.12.15 30.06.15 31.12.15 30.06.15

Rs'000 Rs'000 Rs'000 Rs'000

13.40 13.56 13.12 13.33 NAV

Non-current liabilities 148,333 196,667

Total liabilities

Current liabilities

3,029,135

1,098,083

1,986,586 2,019,690

1,246,416

Total equity and liabilities 3,276,023 3,028,444 3,268,238

196,667 148,333

974,581

Share Capital

777,914 1,133,319 812,778

Total equity

1,281,652 1,009,445

CONDENSED STATEMENT OF FINANCIAL POSITION

THE COMPANY

Non-current assets 2,707,454 2,701,339

ASSETS

THE GROUP

Current assets 568,569 327,105 560,540 327,555

Total assets 3,276,023 3,028,444

151,462 151,462

Equity and reserves

151,462 151,462

3,268,238 3,029,135

EQUITY AND LIABILITIES

Retained earnings 957,759 982,015

Share premium 920,386 920,386

914,738 947,842

920,386

2,707,698 2,701,580

920,386

2,029,607 2,053,863


Un

aud

ite

dU

na

ud

ite

dU

nau

dit

ed

Un

au

dit

ed

Un

aud

ite

dU

na

ud

ite

dU

nau

dit

ed

Un

au

dit

ed

6 m

on

ths

to6

mo

nth

s to

3 m

on

ths

to3

mo

nth

s to

6 m

on

ths

to6

mo

nth

s to

3 m

on

ths

to3

mo

nth

s to

31

.12

.15

31

.12

.14

31

.12

.15

31

.12

.14

31

.12

.15

31

.12

.14

31

.12

.15

31

.12

.14

Rs'

00

0R

s'0

00

Rs'

00

0R

s'0

00

Rs'

00

0R

s'0

00

Rs'

00

0R

s'0

00

(7,1

54

)

(3

,75

6)

(8,8

17

)

(8

,48

2)

(1,9

04

)

(0.1

6)

(0

.03

)

(10

,38

6)

(0.0

7)

0.0

5

(6,1

83

)

(0.0

4)

7,4

53

0.0

1

(9,5

56

)

2

,01

9

15

,04

7

93

4

16

,99

5

11

,24

5

2

2,2

38

(3

,47

2)

(Lo

ss) /

pro

fit

pe

r sh

are

(Rs)

(0.2

2)

(23

,13

0)

(31

,20

0)

6,3

34

Tota

l co

mp

reh

en

sive

(lo

ss) /

pro

fit

for

the

pe

rio

d

Op

era

tin

g p

rofi

t

Ne

t fi

na

nce

co

sts

(Lo

ss) /

pro

fit

for

the

pe

rio

d

(33

,10

4)

Loss

on

dis

po

sal o

f in

vest

me

nts

de

sign

ate

d a

t

fair

va

lue

th

rou

gh p

rofi

t o

r lo

ss(3

,75

6)

-

(3,7

56

)

10

,74

2

(5,3

44

)

(40

)

(18

,38

9)

(40

)

(19

,84

7)

(10

,64

8)

(13

,03

1)

(1,0

85

)

(1,9

04

)

(14

,11

6)

(0.0

9)

(3,8

21

)

(2

4,2

56

)

(2,7

36

)

(1,0

85

)

In

com

e t

ax

exp

en

se

CO

ND

ENSE

D S

TATE

MEN

T O

F C

OM

PR

EHEN

SIV

E IN

CO

ME

16

,92

9

2

4,1

85

17

,40

2

24

,18

5

R

eve

nu

e

THE

GR

OU

PTH

E C

OM

PA

NY

22

,49

5

(5,3

44

)

14

,29

7

25

,33

5

(1,0

85

)

(1,9

04

)

(1

,08

5)

-

(10

,22

8)

(2

2,2

45

)

(3,4

72

)

Fair

va

lue

mo

vem

en

t o

f in

vest

me

nts

de

sign

ate

d a

t fa

ir v

alu

e t

hro

ugh

pro

fit

or

loss

(10

,64

8)

15

,45

8

(7,1

54

)

(3,7

56

)

(8,8

27

)

(4,2

79

)

(1,9

04

)

16

,92

9

2

5,3

35

(22

,35

2)

8

,53

8


Unaudited Unaudited Unaudited Unaudited6 months to 6 months to 6 months to 6 months to

31.12.15 31.12.14 31.12.15 31.12.14

Rs'000 Rs'000 Rs'000 Rs'000

Movement in cash and cash equivalents

At July 1,

Increase/ (decrease)

THE COMPANY

At December 31,

Net cash flows (used in) / from investing activities

Financing activities

Net cash flows (used in) / from financing activities

THE GROUP

90,000 (149,716)

(150,737) Net cash flows from / (used in) operating activities

Investing activities

89,853

(31,090) (69,961)

(82,364) (9,807)

51,274 (60,154)

218,390

(149,583)

(19,596) (19,774) 1,009

(59,654)

(32,868) (70,161)

(10,507) (82,079)

49,211

Increase/ (decrease) in cash and cash equivalents 49,211 51,274 (59,654) (60,154)

220,764 (151,016)

Operating activities

CONDENSED STATEMENT OF CASH FLOWS

1,083

Total Total

Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs'000

823,789 1,895,637

2,029,607

(24,256) (24,256)

(3,821) (3,821)

151,462 2,053,863

920,386 At July 1, 2014

Retained

Earnings

827,610 1,899,458 151,462

THE COMPANY

STATEMENT OF CHANGES IN EQUITY

THE GROUP

Share

Capital

Share

Premium

151,462

Share

Capital

Share

Premium

Retained

Earnings

1,829,682 920,386 757,834

-

At December 31, 2015 151,462 920,386

920,386 1,815,566

- (14,116) -

151,462

Total comprehensive loss for the period -

920,386 947,842 2,019,690 151,462 920,386 982,015

Total comprehensive loss for the period - -

At July 1, 2015

- (33,104)

914,738

(14,116)

At December 31, 2014 151,462 920,386 743,718

1,986,586 151,462 920,386 957,759

(33,104) -


9. APPENDIX 2: ABRIDGED AUDITED FINANCIAL STATEMENTS AS AT

30 JUNE 2015

Audited Audited Audited Auditedas at as at as at as at

30.06.15 30.06.14 30.06.15 30.06.14

Rs'000 Rs'000 Rs'000 Rs'000

2,019,690 1,829,682

196,667 526,801

777,914 219,858 812,778

EQUITY AND LIABILITIES

2,053,863 1,899,458

Retained earnings 982,015 827,610

Total equity

947,842 757,834

2,645,983

Equity and reserves

Share Capital 151,462 151,462

Share premium 920,386 920,386 920,386 920,386

Current assets 327,105 271,636 327,555 240,366

3,029,135 2,615,235

151,462 151,462

Total assets 3,028,444

CONDENSED STATEMENTS OF FINANCIAL POSITION

THE COMPANY

Non-current assets 2,701,339 2,374,347

ASSETS

THE GROUP

2,701,580 2,374,869

Non-current liabilities 196,667 526,667

3,029,135

Current liabilities 258,752

1,009,445 Total liabilities 785,553 974,581 746,525

Total equity and liabilities 3,028,444 2,645,983 2,615,235

13.33 12.08 13.56 12.54 NAV


Audited Audited Audited AuditedYear ended Year ended Year ended Year ended

30.06.15 30.06.14 30.06.15 30.06.14

Rs'000 Rs'000 Rs'000 Rs'000

190,008 163,517

(2,343) (1,593)

165,860 191,601

- 513 -

(39,216) (43,046) (40,678)

186,511

-

21,817

180,208

154,405

227,594

(40)

(1,593) (2,343)

Profit before tax

Income tax expense

513

Profit for the year

Net finance costs

Other income

THE COMPANY

(43,049)

(29,023) 26,045 6,583 4,513

227,594

Operating profit/(loss)

Fair value movement of investments

designated at fair value through profit or

loss

(Loss)/gain on disposal of investments

designated at fair value through profit or

loss

180,208

(40) 21,817

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

34,899 41,297 34,995 41,725 Revenue

THE GROUP

188,854 155,998

1.08 1.25 Earnings per share (Rs) 1.23

186,511

1.02

154,405 163,517 190,008 Total comprehensive income for the year

- - - Other comprehensive income


Audited Audited Audited AuditedYear ended Year ended Year ended Year ended

30.06.15 30.06.14 30.06.15 30.06.14

Rs'000 Rs'000 Rs'000 Rs'000

Movement in cash and cash equivalents

At July 1,

(Decrease)/increase

5,336

(72,557)

160,948

(9,807)

(72,557)

(82,364)

CONDENSED STATEMENTS OF CASH FLOWS

(238,247)

5,425

161,250

(71,572)

THE GROUP THE COMPANY

Net cash flows used in operating activities

Investing activities

Net cash flows from investing activities

Financing activities

Net cash flows from/(used in) from financing

(Decrease)/increase in cash and cash equivalents

245,722

34,389

(122,629)

At June 30,

(89,875)

245,812

(113,066)

42,871

(53,378)

42,871

(10,507) (9,807)

(10,507)

(71,572)

(82,079)

(44,196)

34,389

(238,841) (88,704)

Operating activities

Total Total

Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs'000

THE GROUP

1,737,181

1,829,682

Share

Capital

Share

Premium

920,386 618,551

-

190,008

Retained

Earnings

151,462

Total comprehensive income for the year 190,008

151,462 920,386 757,834 1,829,682

151,462 920,386 151,462 920,386 827,610 1,899,458

- - (24,234) (24,234)

151,462 920,386 827,610 1,899,458

2,053,863 151,462 920,386 982,015

-

At July 1, 2014

At June 30, 2014

THE COMPANY

Share

Premium

Retained

Earnings

920,386

- 154,405 154,405

- 186,511 186,511

At June 30, 2015 151,462 920,386 947,842 2,019,690

757,834

- -

At July 1, 2013 665,333 1,690,399

-

Dividend

Total comprehensive income for the year -

- - (24,234) (24,234)

163,517 163,517

Share

Capital

151,462

STATEMENTS OF CHANGES IN EQUITY

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