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This Prospectus (deemed to be a Further Admission Document) is in respect of the issue and listing of 52,631,579 Ordinary Shares of United Investments Ltd (“UIL” or the “Issuer”) on the Development & Enterprise Market (“DEM”) of the Stock Exchange of Mauritius Ltd (“SEM”) by way of a Rights Issue at MUR9.50 per share, in a proportion of 0.34749 New Ordinary Shares for every 1 Ordinary Share held at the close of business on 16 January 2017, amounting to MUR500M to re-structure the Company’s current debts so as to align them with past investments and to finance future growth projects.

This Prospectus, as defined in the Rules of the DEM companies (the “DEM Rules”) of the SEM, includes information given in compliance with the relevant sections of the DEM Rules with respect to the proposed Rights Issue of 52,631,579 Ordinary Shares by UIL. It also includes an overview of the activities of UIL.

12 December 2016

UNITED INVESTMENTSLTD

PROSPECTUS

IF YOU ARE A SHAREHOLDER OF UIL, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about the action you should take or about the content of this document, you should consult your financial advisor, your investment dealer or any independent advisor immediately, who may advise you accordingly.

This document should be read in its entirety for a full appreciation of its contents.

This document is intended only for the use by the person to whom it is addressed and is not to be redistributed, reproduced or used, in whole or in part, for any purpose.

DISCLAIMER OF THE LISTING EXECUTIVE COMMITTEE OF THE STOCK EXCHANGE OF MAURITIUS LTD AND THE FINANCIAL SERVICES COMMISSION

Neither the Listing Executive Committee (“LEC”) of the SEM nor the SEM, nor the Financial Services Commission (“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 or reports expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part of this document.

The SEM, the LEC and the FSC do not vouch for the financial soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it.

The FSC takes no responsibility for the contents of the prospectus and shall not be liable to any action in damages suffered as a result of any prospectus registered with the FSC.

A copy of the Prospectus has been registered with the FSC.

3UIL - Prospectus 2016UIL - Prospectus 2016

TABLE OF CONTENTS

Corporate Information 11

Terms of the Rights Issue 28

Theoretical Ex-Rights Price 32

Financial Information 33

Risk Factors 42

Application Guide 45

List of Stockbrokers 46

Documents Available for Inspection 47

Key Terms 8

Declaration by Directors 6

Executive Summary 9

2.

1.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

Stated Capital 26

5UIL - Prospectus 2016

THE RAVENALA ATTITUDE HOTEL

1.DECLARATION BY DIRECTORSThis document is issued for the purpose of giving information to the shareholders of UIL in relation to the proposed issue and listing of 52,631,579 ordinary shares of UIL on the DEM of the SEM by way of a Rights Issue at MUR9.50 per share amounting to MUR500M to restructure the Company’s current debts so as to align them with past investments and to finance future growth projects.

The shares to be offered have been granted approval on 12 December 2016 by the Listing Executive Committee of the SEM with regards to their admission to listing on the DEM (subject to shareholders’ approval).

Further Admission Document No: LEC/RI/04/2016.

Ordinary shares ISIN: MU0050I0008, Security ID: UTIN.I0000

This document has been drawn up in accordance with the Securities Act 2005, the Securities (Public Offers) Rules 2007 and the DEM Rules. This document has been registered with the Financial Services Commission (the “FSC”) in accordance with Section 76 of the Securities Act 2005 and was granted a provisional registration by the FSC on 2 December 2016. The New Ordinary Shares shall not be issued under this document more than 6 months after the date this document is granted effective registration.

The proposed Rights Issue will be subject to shareholders’ approval at a special meeting to be held on 30 December 2016.

The directors of UIL, whose names appear in section 4.6, collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. The directors further declare that they accept responsibility for the contents of this document and completeness of the document and that to the best of their knowledge and belief, after making reasonable enquiries that (i) this document complies with the DEM Rules, the Companies Act 2001, the Securities Act 2005 and any Rules or Regulations made under these Acts including the Securities (Public Offer) Rules 2007 and (ii) the information contained in this document is in accordance with the facts and that the document makes no omission likely to affect the import of such information.

The Directors of UIL hereby state that:

• There has been no material adverse change in the financial or trading position of UIL since the unaudited interim financial statements for the 3 months ended 30 September 2016;

• The working capital available to UIL is sufficient for the Group’s present requirements, that is, for at least the next twelve months from the date of issue of the Listing Particulars; and

• Board of UIL has no intention to change the nature of its business. However, following a planned restructuring it is expected that the financial and non-financial investments clusters of the Group will be transferred into two separate entities, which will be held directly by UIL’s shareholders. UIL would no longer exist following the restructuring.

Approved by the Board of United Investments Ltd on 12 December 2016 and signed on its

behalf by

Michel Guy Rivallland Didier Merven

Executive Director Executive Chairperson

6 UIL - Prospectus 2016

UIL has grown rapidly over the past few years through a number of acquisitions and growth in its underlying investments.

The Board of UIL has approved a Rights Issue totaling MUR500M on 29 November 2016 to restructure the Company’s current debts so as to align them with past investments and to finance future growth projects.The Company would have used either bank financing or private placements had it not gone forward with the Rights Issue in order to raise a minimum of MUR300M as mentioned below.

UIL will raise MUR500M through a Rights Issue. It is further highlighted that the Rights Issue is not underwritten and shall not proceed if the minimum subcription of MUR300M is not achieved.

The proceeds of the Rights Issue will be used as follows:

Around half of the proceeds are expected to be allocated towards improving the gearing of UIL. The balance is expected to be used for future investments including financing the share capital for a banking project if the licence is granted by the regulatory bodies. 4% of the funds have already been earmarked for the Agro segment. Pending these investments, however, the proceeds would be used to offset existing borrowings.

Should the total amount raised reach between MUR300M and MUR500M the funds will be utilised to reduce debts in priority over funding projects. Any shortfall will be funded by new debt.

The Rights Issue of 52,631,579 New Ordinary Shares of UIL at an issue price of MUR9.50 in a proportion of 0.34749 New Ordinary Shares for every 1 Ordinary Share held at the close of business on 16 January 2017.

The Board has approved the terms of the issue by written resolution dated 29 November 2016 and the Rights Issue is expected to be completed by 23 February 2017, subject to the approval of the shareholders being obtained.

We draw your attention to the fact that, subsequent to the Rights Issue, it is expected that the financial and non-financial services clusters of the Group will be restructured and held in two separate companies. The shareholders of UIL would hold shares in these two companies in lieu of holding shares in UIL. Details of this future restructuring will be communicated in due course, and approval of shareholders sought as appropriate.

Consequently, this Prospectus addresses only the Rights Issue.

3.EXECUTIVE SUMMARY

2.Act The Companies Act 2001

AOC Air Operator Certificate

AHL Attitude Hospitality Ltd

AIP AXYS Investment Partners Ltd

APL Attitude Property Ltd

ATM Automatic Teller Machine

Bn Billion

Board Board of Directors of UIL

CAC Compagnie des Agents de Change Ltee

DEM Development Enterprise Market

Emineo Emineo Ltd

FAD Further Admission Document

FSC Financial Services Commission

GRG GRGBanking

ICL Island Chemicals Ltd

ICS Industrial Coding Solution Ltd

IFL Island Fertilizers Ltd

IRFL Island Renewable Fertilizers Ltd

Issuer United Investments Ltd

LEC Listing Executive Committee

LGI Les Gaz Industriels Ltd

M Million

MECOM Mechanisation Company Ltd

Megabyte Megabyte Ltd

Megabyte Investment Megabyte Investment Ltd

MGS Multi Global System Ltd

MUR Mauritian Rupee

NWT New World Trust

Offer The offer to subscribe to New Ordinary shares by way of a Rights Issue

PAT Profit After Tax

PBT Profit Before Tax

Quantilab Quantilab Ltd

SEM Stock Exchange of Mauritius Ltd

TRA The Ravenala Attitude

UIL United Investments Ltd

KEY TERMS

8 9UIL - Prospectus 2016UIL - Prospectus 2016

4.1 Company Profile

UIL is a public company incorporated under the Companies Act 2001 in the Republic of Mauritius on 18 June 1984 under Business Registration Number C06004390. Its registered office and place of business are at 6th Floor, Dias Pier Building, Caudan, Port Louis and the telephone number is (230) 405-4000. The company’s legal and commercial name is also United Investments Ltd.

4.2 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 its constitution (Section 5).

4.3 Calendar of Events

4.4 Current Shareholding Structure

As at 30 June 2016, the substantial shareholders of UIL were:

• Terra Mauricia Ltd with 29.03%;

• Firefox Ltd with 20.38%;

• Portfolio Investment and Management Limited with 8.91%;

• Michel Guy Rivalland with 8.77%; and

• Jason Limited with 5.89%.

4.CORPORATE INFORMATION

Special General Meeting 30-Dec-16

First cum rights trading session 3-Jan-17

Last day to deposit share certificates in CDS for first day of trading of rights

12-Jan-17

Last cum rights trading session 16-Jan-17

Shares quoted ex-rights 17-Jan-17

Record date for shareholders entitled to receive offer to subscribe (Close of books)

19-Jan-17

Opening of rights subscription & first day to deposit offer letters in CDS for trading of rights

6-Feb-17

Last day to deposit offer letters in CDS for trading of rights 10-Feb-17

First day for trading of rights 13-Feb-17

Last day for trading of rights 17-Feb-17

Closure of rights subscription & payment 23-Feb-17

Communicating estimation of rights to Stock Exchange of Mauritius 28-Feb-17

Allotment of fully paid shares 8-Mar-17

Communicating final results of rights 10-Mar-17

Despatch of allotment letters / Share certificates / Refund for unsubscribed shares

16-Mar-17

First day of trading of fully paid New Ordinary Shares 17-Mar-17


4.5.1 Financial Services

MAURITIUSJO’BURG (SA)

KENYA (KE)

DUBAI (UAE)

GENEVA (CH)

HONG KONG

Leasing

UIL is known for its presence in the Leasing business under its investee umbrella, AXYS Group. AXYS Leasing Ltd evolved from the purchase of Capital Leasing in 2003 and further consolidated its market position through the acquisition of Mauritius Union Assurance Leasing Ltd in 2006. Capital Leasing has been rebranded to AXYS Leasing in 2010. The latter company is currently the second largest leasing operator on the local market, with around 4,900 leases in its books.

Stockbroking

In 2004, AXYS Group purchased Compagnie des Agents de Change Ltee (CAC) which has a ‘stockbroking’ licence and is a member of the SEM and a participant of Central Depository & Settlement Co. Ltd. This investee has developed over the years to become a leading stockbroking company on the island. It was rebranded to AXYS Stockbroking in 2010 and continues to perform well.

In mid-2015, AXYS Group expanded its footprint into Africa through the purchase of ApexAfrica Capital, a stockbroker in Kenya with a strong high net worth client base, with the view of developing into a diversified financial services business in the country. ApexAfrica Capital has around 40,000 CDS accounts with assets under administration of Kshs 29Bn (MUR10.15Bn). AXYS Group has currently implemented a restructuring plan in ApexAfrica, which includes new offices, a research desk and client relationship management.

Fiduciary/Trust

UIL purchased its first Swiss-based fiduciary business in 2012, known as New World Trust (NWT). In 2013, UIL expanded its presence in Geneva through the acquisition of Caversham S.A, another well-established fiduciary business. The Company successfully combined 2 trust companies operating in Switzerland in 2015, into a single entity which now trades as NWT Management SA. In addition, UIL purchased Credit Agricole’s Trust Company, in mid-2015, which gave it access to a premium list of clients as well as diversifying UIL’s geographic risk. Consequently, UIL rebranded the entity to NWT Conseil SA, and the Company’s assets under administration have increased to over US$ 13 Bn. In 2016, the fiduciary business in Switzerland generated a record PBT of MUR130M as a result of synergies achieved by operating from a single site and is expected to continue making significant contributions to UIL’s bottom-line in the years to come. Together with NWT Mauritius, the NWT brand is now a recognised global player in fiduciary services.

4.5 Corporate Structure and Principal Activities

To date, UIL has directly and indirectly invested into 30 operating entities offering both local and international services. Six investee companies are regulated by the FSC and adhere to the highest standards of compliance and governance. In addition AXYS Leasing, which holds a leasing license, falls under the regulatory ambit of the Bank of Mauritius.

The spectrum of our investments ranges from both financial and non-financial activities. The activities of the UIL group include:

• Financial services

• Agro: Heavy duty machinery, equipment & fertilization activities linked to agriculture

• Tech: Information and Communications Technology sector & Laboratory services

• Hospitality

UIL’s management monitors the operating results of its business on a “company” basis for the purpose of making decisions about resource allocation and performance assessment. As such, management considers that there is no segmental reporting.

The investment portfolio of UIL is illustrated below:

FINANCIAL SERVICES

80% AXYS Leasing80% AXYS Stockbroking50% APEXAFRICA Capital (KE)90% NWT (Mauritius) 65% NWT Management (CH)100% NWT Conseil (CH)51% AXYS Corp.Advisory (UAE)

100% AXYS Investment Partners50% Four Oaks Advisors (SA)50% Cogito Capital (SA)50% Flexi Drive

AGRO

100% Island Renew. Fertiliser100% Island Chemicals58% La Moisson58% Mechanisation Co.58% Pex Hydraulics58% Flexicom44% Terra Marketing58% Scetia20% Emineo51% Pelagic Process

TECH

35% Quantilab70% Megabyte70% Multi-Global Systems70% Industrial Coding Soln.19% Les Gaz industriels

HOSPITALITY

40% Attitude Hospitality20% Attitude Property13% Summertimes35% Helitimes

UIL


4.5.2 Non-Financial Services Investments

AGRO

Several subsidiaries of the Group are involved, whether directly or indirectly, in the local agricultural sector. The services offered are, but not limited to, sale of herbicide and pesticide, sale and application of liquid fertilisers, sale of heavy equipment, preparation of land, de-rocking and mechanical harvesting, coal handling and golf course maintenance. Brands such as JCB, Komatsu, Cummins, Club Car, Bomag, Case and Toro are represented in Mauritius by our investees.

Sale and application of fertilisers

UIL’s presence in fertiliser’s production dates back to 2003, through Island Fertilizers Ltd (IFL) which was engaged in the blending of solid fertilizers, distribution and application. IFL phased out from solid fertiliser production in December 2015 as management took a view that the future of the industry would be in renewable liquid fertilisers applied to the field. Through its subsidiary, Island Renewable Fertilizers Ltd (IRFL), IFL group now focuses on the production of liquid fertilisers from Vinasse, a by-product of alcohol production. As at date of writing, IRFL fertilises 35% of the sugar cane fields on the Island.

Island Chemicals Ltd (ICL), a wholly owned subsidiary of IFL, imports and distributes agrochemical products such as sprayers, seeds, herbicides, pest control accessories and greenhouses to complement the Agro segment.

Harvesting and Coal Handling

La Moisson Ltee, subsidiary of MECOM, is a contracting company, engaged in harvesting and cane loading, cutting 27% (375kT) of mechanised sugar cane fields in Mauritius, and 100% handling of coal (780kT) in Mauritius. This company is now focussing on developing new markets including outsourcing some of its business.

Sale of Heavy Machinery and Equipment

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.

Hydraulics

PEX Construction Ltd and Flexicom Company Ltd (subsidiaries of MECOM) specialises in 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.

Tyres

Terra Marketing Ltd was incorporated in March 2010 and specializes in the sale of tyres.We represent strong brands such as CAMSO, formely CAMOPLAST SOLIDEAL, which focuses on off road tyres, LingLong, a top 5 manufacturer in China, MAXXIS which is one of the world’s most trusted brands and delivers tyres to 180 countries and the RPG brand, from Sri Lanka, which offers tyres for trucks, light trucks in both cross-Ply and Nylon.Terra Marketing Ltd has a strong customer base with an experienced salesforce.

Golf & Turf Equipment, Filters & Turbos

S.C.E.T.I.A. Group, which is also a subsidiary of MECOM, is involved in the distribution of golf and turf equipment, filtration products for transportation vehicles and heavy-duty machinery and sale and repairs of turbo-chargers. Its main brands are Toro, Club Car, Donaldson, Baldwin, Fleetguard, Borg Warner and Garett.

Corporate Advisory

UIL partnered with a team of M&A specialists with more than 30 years of experience, to build AXYS Corporate Advisory in the third quarter of 2015. This investee is based in Dubai and is actively involved in Corporate Advisory, Consultancy and Mergers & Acquisitions in Africa whilst using Mauritius as a structuring jurisdiction. The team has been actively building on a pipeline of potential deals over the last year to set up a solid client base and is starting to build momentum in the corporate finance world.

We currently have a number of potential mandates which hopefully will close over the next couple of months. This will give new impetus to the development of our presence in Africa.

Asset Managers

With the opening of offices in Kenya and Dubai, the AXYS brand is continuing to expand its footprint on the African continent so as to better serve its growing customer base. UIL has set up AXYS Investments Partners Ltd (AIP) in 2013, an asset manager, with a team having a combined experience of more than 25 years. Furthermore, AIP set up Four Oaks Advisors in late 2014, which operates an African Credit Fund, investing in the sub-Saharan region. In that same year, AIP also acquired a significant stake in Cogito Capital (Pty) Ltd, a South African fund manager having structured a specialist long/short equity fund investing in companies, listed on the Johannesburg Stock Exchange, which further invest outside South Africa in the Sub-Saharan region.

Fleet Management

Flexi Drive has been incorporated to pursue fleet management and is a joint venture between UIL and Leal & Co. Ltd. Flexidrive offers full maintenance lease concept with a customer base consisting mainly of SME’s and individuals.

Banking project

UIL has applied for a “private banking” licence through a newly incorporated subsidiary, which should be operational in the coming months, if all regulatory approvals are granted by the BoM.


TECH

Information Technology

Megabyte Ltd, subsidiary of Megabyte Investment Ltd, 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. Megabyte is also a provider of Automated Teller Machines (ATM) solutions, which it has developed over the last 3 years with GRG Banking (GRG), a leading provider of currency recognition and cash processing solutions with great potential and rapid development. GRG specialises over the last 20 years in the development and manufacturing of:

– ATMs for financial institutions and retailers;

– Automatic Fare Collection (AFC) systems for railway and subway stations; and

– Currency recognition and cash processing equipment modules and systems.

Through Megabyte Investment, UIL acquired Multi Global System Ltd (MGS) & Industrial Coding Solution Ltd (ICS) in 2013. MGS/ICS has been established in Indian Ocean area with local & export vocation in Indian Ocean and East Africa since 1999 (For ICS / year 2002) With its experience from the European market during eleven years, MGS and ICS have set themselves as specialists in the industrial inkjet printing, identification and coding solutions, safety metal detector, X-ray detector, labeling and traceability equipment sector locally, in the Indian Ocean (Mascarenes Island) and the East African Food, pharmaceutical and cosmetics, bottling, metal, construction materials, plastic and rubber industries.

The brands distributed by MGS/ICS have become well-known, during the years, for its simplicity and reliance. Thus the quality and the care found in the making of industrial inkjet printers are due to certified sites of the brand’s production (ISO 9000). MGS/ICS can also offer you a personalized service for specific needs in coding & marking systems and packing applications.

Life Sciences

Quantilab Ltd (Quantilab) is a multi-disciplinary laboratory able to offer services to various markets, including, but not limited to, food, agro-industries, cosmetic, pharmaceutical and equine jurisdictions. It is the only laboratory to be certified ISO 17025 and ILAC G7 in the region and is the reference laboratory for a number of reputable international racing jurisdictions for equine samples. It officially started its operations in July 2014.In May 2015, Quantilab signed a service level agreement with Merieux NutriSciences, an international company with more than 50 years of experiences in the food safety and quality and present in more than 21 countries. As a result of the successful partnership, 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 by Quantilab. More recently, Quantilab, through a partnership with a laboratory in Reunion Island, has increased its presence on the Reunion Island’s market. The level of services offered by Quantilab as well as its competitive pricing has translated into a significant growth of business generated from Reunion. The management is currently looking at further consolidating Quantilab’s presence on this market in the near future.

Engineering

In 2014, UIL acquired a stake in Emineo Holding Ltd, holding company of Emineo Ltd (Emineo), a company specialised in engineering and project realisation linked to sugar cane 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 network in the industry. Their team comprises of 30 qualified engineers, 25 technical support staff, 10 non-technical support staff and up to 250 Mauritian and expatriate staff on contract. The company has extensive knowledge and experience of the African market, and several projects have been successfully completed in the following 17 countries, mainly for the cane industry.

MAURITANIA

SPAIN

EGYPT

SIERRA LEONE

SOUTH AFRICA

MOZAMBIQUE

REUNION ISLAND

MAURITIUS

SWAZILAND

TANZANIAKENYA

NIGERIA

CAMEROON

CONGODRC

ZAMBIA

In 2015, De Smet, a world class provider of Engineering, Procurement and Construction services in sugar, edible oil, biofuels and biochemicals sectors, purchased a 20% stake in Emineo. It is expected that synergies will be created from this tie up.

Industrial Chemicals

On top of the above, ICL also represents ‘Diversey’ in Mauritius which is the number 2 in ‘hygienic’ worldwide, locally. With this brand, ICL offers pool maintenance services & chemicals for laundry, Industrial Kitchens and general cleaning purposes.

Seafood

UIL is present in the Seafood Industry through Pelagic Process Ltd (‘Pelagic’), which is vertically integrated in fish processing, and is managed, since the beginning of 2015, by a team from South Africa with over 40 years of experience in the seafood industry. For the first six months of operations under the new management team, the company has shown 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 boat operators, whereby Pelagic will purchase their catch, in the future.


4.6 Information on Directors

4.6.1 Actual Directors

The Company is currently managed by a unitary Board of seven members out of whom, two are Executive Directors, two are Non-Executive and three are Independent Non-Executive Directors.

Didier Merven – 61 years old – Executive Chairperson – Appointed 21 May 2001

In 1991, Didier Merven set up Portfolio and Investment Management Ltd (‘PIM’) - one of the very first professional portfolio management companies in Mauritius. Over the next 20 years, PIM evolved from these beginnings into AXYS, a diversified financial services company. Mr Merven now sits on the UIL board and is still involved in portfolio management for the Company’s high net worth clients.Directorship in other listed companies: Novus Properties LtdBusiness address: 6th floor, Dias Pier Building, Caudan, Port-Louis

Michel Guy Rivalland – 37 years old – Executive – Appointed 22 September 2010

Michel Guy Rivalland is a graduate in economics, BSc (Hons), UK. He joined AXYS Group in 1999, became a shareholder and Director in 2002. He was appointed CEO of AXYS in July 2006, and since July 2010, he assumes the role of CEO for UIL.Directorship in other listed companies: Attitude Property Ltd, Les Gaz Industriels Ltd and Novus Properties LtdBusiness address: 6th floor, Dias Pier Building, Caudan, Port-Louis

Kumar L. Gunness – 67 years old – Independent – Appointed 2 February 2009

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 director of other local and overseas companies.Directorship in other listed companies: NoneBusiness address: c/o Unicorn, 18N Frere Felix de Valois, Champ de Mars, Port-Louis

Pierre Arnaud Marc De Marigny-Lagesse – 53 years old – Independent – Appointed 6 May 2014

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 Mr Lagesse spent 15 years. Mr Lagesse has a BSc in Statistics and Economics from University College London and an MBA from the London Business School.Directorship in other listed companies: NoneBusiness address: c/o Quantum Insurance Ltd, 1st Floor, HSBC Centre, Bank Street, Ebene Business Park, Ebene 72201

Nicolas Marie Edouard Maigrot – 48 years old – Non-Executive – Appointed 1 January 2016

Nicolas Maigrot is the Managing Director of Terra Mauricia Ltd since 1st January 2016. He started his career as Management Controller at Floreal Knitwear in 1989. He headed the Mauritius and Madagascar operations between 1995 and 1998 and was appointed as Chief Executive Officer of Floreal Knitwear in 2003 and of Ciel Textile in 2009. He was then recruited as Chief Executive Officer of Ireland Blyth Limited in 2010, a post he held until 2015. Directorship in other listed companies: Terra Mauricia Ltd, Swan General Ltd and United Docks Ltd Business address: Beau Plan Business Park, Pamplemousse 21001

Commerce

Les Gaz Industriels (LGI), company listed on the DEM, manufactures, sells and distributes medical and industrial gases in bulk and in cylinders, as well as welding products. LGI has also built a state of the art Air Separation Unit for the production of liquid oxygen and nitrogen. LGI’s management is currently looking at various local and regional opportunities to consolidate LGI’s presence, namely in Madagascar through its wholly owned subsidiary LGI Madagascar. Since the acquisition in LGI in 2011, the latter has been faithful to its profits and usually pays dividends twice a year.

HOSPITALITY

Hotel Management

UIL acquired a stake in Attitude Hospitality Limited (AHL) in 2010, known at that time as Attitude Resorts Ltd, before it increased its stake significantly in 2012. At acquisition, AHL was only managing 2 hotels on the island and seeking a strategic partner. UIL was instrumental with regards to their rapid growth. AHL, operating in the 3-4 stars segment, has extended both its network and market presence in Mauritius to reach a room capacity of 1,080 rooms (with 9 hotels), positioning the hotel group as the second largest hotel operator in Mauritius.

AHL has completed three major transactions lately, namely: (1) the sale of three of its hotels to Attitude Property Limited (APL), a company recently listed on the Stock Exchange of Mauritius and in which AHL retains a majority 49% stake, (2) the purchase and 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, (3) rebranding and refurbishment of Blumarine to Sensimar Lagoon, Sensimar being TUI’s high end brand and whereby TUI guarantees a minimum occupancy at a minimum guaranteed room rates for the next 3 years. Sensimar opened successfully on 15 October 2016.

Property

AHL has unbundled its hard assets (land & buildings) into APL in 2015, in view of separating the management of the hotels and the properties. APL was successfully listed on the DEM on 21 September 2015, being amongst the REIT-like structures listed on the DEM. The business of APL is to lease its three properties to its anchor tenant, AHL, and distributes its earnings to its investors, with a targeted annualised dividend yield of 6.5% which is inflation-linked and adjusted every three years. APL already celebrated its first anniversary and met its annualised dividend yield for the year ended 30 June 2016. AHL retains a controlling stake in APL.

Helicopters

Helilagon (Mauritius) Ltd, trading as HeliTimes, is expected to start its operations during the calendar year 2017. HeliTimes will be equipped with three twin-engine helicopters to provide a full range of services, including but not limited to airport/golf/hotel transfers, sightseeing tours and emergency and rescue.

HeliTimes will have its own private hangar and lounge at the SSR Airport on a land of 3,200 square meters leased from Airport of Mauritius.

The preliminary approvals to start the operations have already been granted from the relevant authorities and the next step is to receive the Air Operator Certificate (“AOC”). HeliTimes will aim to offer an exclusive set of services to its clients thanks to the strong partners involved in the project.


4.6.2 Resigned Directors

The Directors below resigned during the period 1 July 2015 to the date of this report.

Brett Childs – 65 years old – Independent

Brett Childs, a chartered accountant, has spent many years working in the venture capital industry. He is the executive Chairperson of Brait in Mauritius, whose parent, Brait S.E., is listed on the Luxembourg and Johannesburg stock exchanges. Brett spent fifteen years in London where he was involved in the development of Equitas, the vehicle set up by Lloyds of London to acquire distressed re-insurance contracts. He was one of the first individuals to be approved by Lloyds of London to act as Chief Financial Officer to corporate capital providers in Lloyds of London. After leaving the re-insurance industry he helped build a successful venture capital business focused on the I.T. industry listing assets on the London Stock Exchange and Finnish Stock exchange. Brett resides in Mauritius where he sits, in a non- executive capacity, on the board of a number of privately and publicly owned companies.Directorship in other listed companies: Novare Africa Fund PCC in respect of its cell Novare Africa Property Fund OneBusiness address: c/o Maitland, Suite 510, 5th Floor Barkly Wharf, Le Caudan Waterfront, Port-Louis

Sebastien Mamet – 41 years old – Non-Executive

After working in the audit department of Ernst & Young London and Mauritius for eight years, Sébastien Mamet joined the Corporate Finance division of PricewaterhouseCoopers Mauritius in 2004. As a Senior Manager of the division, he advised clients on mergers & acquisitions, business plans, finance raising and financial restructuring, among others. He joined Terra Group (previously known as Harel Frères) 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.Directorship in other listed companies: NoneBusiness address: 18 Edith Cavell Street, PO Box 317, Port-Louis 11302

Cyril Mayer – 65 years old – Non-Executive

Cyril Mayer, a Chartered Accountant, joined Terra Group as a management executive in 1988. He served as Executive Chairperson from 1992 to 2003, when he stepped down and was appointed Group Managing Director (“MD”). As the Group MD, he has overall responsibility for the group activities of Terra. Cyril has served on most of the sugar sector institutions in Mauritius, the Mauritius Employers Federation and the Joint Economic Council.Directorship in other listed companies: Terra Mauricia Ltd, Swan General Ltd (Non-Executive Chairperson) and United Docks LtdBusiness address: 18 Edith Cavell Street, PO Box 317, Port-Louis 11302

Joseph Andre Philip Jean Juppin De Fondaumiere – 63 years old – Independent – Appointed 8 July 2016

Jean de Fondaumière is a Chartered Accountant of Scotland. He worked in Australia for eleven years and he retired as the CEO of the Swan Group at the end of 2006 after fifteen years with the group. He is a past Chairman of The Stock Exchange of Mauritius and his former directorships include companies operating in the African, Indian Ocean and Asia Pacific regions. Jean currently holds a portfolio of directorships in Mauritius for companies operating in commerce, finance, power generation, sugar and tourism industry.Directorship in other listed companies: Alteo Ltd, Constance Hotels Services Ltd, Constance La Gaité Company Ltd, Hotelest Ltd and Lux Island Resorts LtdBusiness address: Coastal Road, Poste Lafayette

Marie Donald Henri Harel – 56 years old – Non-Executive – Appointed 29 July 2016

Henri Harel is the Chief Finance Officer of Terra Group. He first worked in South Africa as an auditor with De Ravel, Boulle, Saad & Wyman (Chartered Accountants). He then occupied the post of Internal Auditor with Toyota SA Manufacturing and that of Financial Accountant at Amalgamated Beverage Industries Ltd (Coca-Cola). Upon his return to Mauritius in 1991, he worked for Société de Gérance de Mon Loisir as Financial Controller until 1996, when he joined Harel Frères Limited in a similar capacity.Directorship of listed companies: Terra Mauricia Ltd and Swan General LtdBusiness address: Beau Plan Business Park, Pamplemousses

None of the Directors have existing or proposed service contracts with the issuer or any subsidiary of the issuer, excluding contracts expiring, or determinable by the employing company without payment of compensation within one year.

Messrs Maigrot and Harel are both directors of Terra Mauricia Ltd. Mr Rivalland represents his shareholding in UIL and Mr Merven represents the shareholding of Firefox Ltd and Portfolio and Investment Management Ltd in UIL. The remaining directors are independent with no inter-relationship.


4.6.3 Directors Interests

The interests of the directors of UIL in the securities of UIL as at 30 June 2016 were as follows:

Name Direct interest Indirect interest

1 Nicolas Maigrot - -

2 Kumar L. GUNNESS 0.00% -

3 Jean Didier MERVEN - 4.52%

4 Michel Guy Rivalland 8.77% -

5 Pierre Arnaud Marc De MARIGNY-LAGESSE 0.21% -

6 Henri Harel - 0.00%

7 Cyril Mayer 0.15% 1.47%

8 Bretts Childs 0.08% -

4.6.4 Directors Remuneration and Benefits

The aggregate remuneration and benefits granted to the directors of UIL Group in the financial year ended 30 June 2016 amounted to MUR12,231,277. The estimated figures for the aggregate Directors’ benefits for the financial year ending 30 June 2017 amounts to MUR16M.

The Directors of the Issuer are not materially interested in any contracts or arrangement existing as date with the Issuer.


4.7 Other Corporate Information

Registered Office 6th Floor, Dias Pier Building, Caudan, Port Louis

Secretary FWM Secretarial Services Limited 6th Floor, Dias Pier Building, Caudan, Port-Louis

Bankers The Mauritius Commercial Bank Limited, Sir William Newton Street, Port Louis

State Bank of Mauritius SBM Tower 1, Queen Elizabeth Avenue II, Port-Louis

ABC Banking Corporation Duke of Edinburgh Ave, Port Louis

AfrAsia Bank Limited Bowen Square, 10 Dr Ferriere Street, Port Louis

Transaction Advisors Ernst & Young Limited 9th Floor, NeXTerracom building, Cybercity, Ebene

Auditors and Reporting Accountants

Ernst & Young 9th Floor, NeXTeracom, Tower I Cybercity, Ebene

Share Registrar MCB Registry and Securities Ltd Raymond Lamusse Building, 9-11, Sir William Newton Street, Port Louis

Legal Advisers BLC Robert & Associates 2nd Floor, The Axis, 26 Bank Street, Cybercity, Ebene

4.8 Number of Employees

UIL does not have any 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 7 employees.

24 UIL - Prospectus 2016

5.3 No Variation of Rights

No variation of rights are planned as part of this transaction. For information, section 8.7 of the constitution which governs the process for the variation of rights is detailed below.

(a) The Company shall not take any action which varies the rights attached to any Class of Shares unless that variation is approved by a Special Resolution, or by consent in Writing of the holder of seventy five percent (75%) of the Shares of that Class; All the provisions of the Constitution relating to meetings of Shareholders shall apply “mutatis mutandis” to such a meeting provided however that the necessary quorum shall be the holders of at least one third of the issued Shares of that class (but so that if, at any adjourned meeting of such holders, a quorum is not present, those Shareholders who are present shall constitute a quorum).

(b) Where the variation of rights attached to a Class of Shares is approved under clause 8.7(a) and the Company becomes entitled to take the action concerned, the holder of a Share of that Class who did not consent to or cast any votes in favour of the resolution for the variation, may apply to Court for an order under section 178 of the Act, or may require the Company to purchase those Shares in accordance with section 108 of the Act. For purposes of this clause, “variation” shall include abrogation and the expression “varied” shall be construed accordingly.

(c) A resolution which would have the effect of: (i) diminishing the proportion of the total votes exercisable at a General Meeting by the

holders of the existing Shares of a Class; or (ii) reducing the proportion of the Dividends or Distributions payable at any time to

the holders of the existing Shares of a Class, shall be deemed to be variation of the rights of that Class.

(d) The Company shall within one month from the date of the consent or resolution referred to in clause 8.7(a) file the Register in a form approved by him the particulars of such consent or resolution.

As at date of this document, the stated capital of UIL is MUR151M made up of 151M fully paid ordinary shares with par value of MUR1.00 each.

5.1 Changes in the Capital of the Issuer

As a result of the Proposed Transaction, the maximum dilution per share for a shareholder not subscribing to the Rights Issue has been estimated to be 25.79%.

Share capital Number of ordinary shares

Prior to share issue - share capital of UIL (fully paid)

MUR151M 151,462,163

Rights Issue of MUR500M for the capital raising transaction

MUR500M 52,631,579

Post capital raising – Share capital of UIL

MUR651M 204,093,742

Dilution effects 25.79%

Over and above the issue of shares described above, the Issuer has also issued 4,250,000 Floating rate bonds on 1 February 2016 with a nominal value of MUR100 at Repo rate plus 2,35% for a tenor of 4 years. The bondholders are entitled to a call option at the Issuer’s discretion on the second anniversary of the bond issue.

5.2 Rights Attached to the Shares

The ordinary shares confer upon the holder the following rights (as per UIL’s constitution):

(a) The right to vote at meetings of shareholders and on a poll to cast one vote for each share held;

(b) Subject to the rights of any other class of shares, the right to an equal share in dividends and other distributions made by UIL; and

(c) Subject to the rights of any other class of shares, the right to an equal share in the distribution of the surplus assets of UIL on its liquidation.

The shares of the Company are denominated at a par value of MUR1.00 each.

5.STATED CAPITAL


6.2.2 Application for Excess Ordinary Shares

Shareholders subscribing in full to the Rights Offer may also apply on the same terms and conditions for New Ordinary Shares in excess of their entitlement and should complete the application form.

A separate cheque or bank transfer instruction form should be tendered for an application for excess new ordinary shares. The said form must be returned with the payment for excess New Ordinary Shares applied for to MCB Registry & Securities Ltd, 2nd floor, 9-11 Sir William Newton Street, Port Louis, Republic of Mauritius. Please take note of the folowing:

I. Any New Ordinary Share not subscribed for in terms of the Rights Issue will be allotted by the Board, at their discretion, to applicants for excess New Ordinary Shares on a fair basis, taking into consideration the number of Ordinary Shares held by the applicant as at the close of books for the Offer calculation;

II. Unallocated fractions will be pooled together with any unsubscribed shares to meet application for excess New Ordinary Shares;

III. The results of the allocation of the excess New Ordinary Shares (if any) will be notified to the relevant shareholders on 10 March 2017; and

IV. No interest will be paid on monies received in respect of applications for excess New Ordinary Shares. Refund payments in respect of unsuccessful excess applications will be paid by cheque or bank transfer(as per current disposal mode of applicant).

6.2.3 Unsubscribed Shares

The New Ordinary Shares in respect of which no duly completed and signed forms and/or relevant full payment have been received at the closure of the subscription shall remain under the control of the Board of Directors of UIL. The Board will then allot the unsubscribed shares, at its discretion, to applicants for excess shares on terms it deems fair and reasonable to all prospective subscribers.

6.2.4 Purchase of Rights to Subscribe for New Ordinary Shares

The buyers of the new Rights on the Stock Exchange Market are requested to complete an additional form which shall be made available by licensed Stockbroking Companies in respect of the subscription payment due on these shares. The form should be completed and remitted together with the full amount due in respect of the purchase of Rights. The licensed Stockbroking Company shall then remit the completed form to the Registrar and Transfer Office not later than 10 February 2017.

The section below provides information about the securities for which listing is being sought.

The Rights Issue as referred to above consists of 52,631,579 New Ordinary Shares of UIL at an issue price of MUR9.50 in a proportion of 0.34749 New Ordinary Shares for every 1 Ordinary Share registered in their names at the close of business on 16 January 2017. No fractional shares will be issued. The number of New Ordinary Shares will be rounded down to the nearest integer when fractions occur.

Immediately following the completion of the Rights Issue in accordance with the terms of this prospectus, the New Ordinary Shares will rank in all respects pari passu with the Ordinary Shares presently in issue. Fully paid New Ordinary Shares will be listed and traded on the DEM as from 17 March 2017.

6.1 Issue Price for the New Ordinary Shares

The board has applied a discount of approximately 12.04% on the closing price of the ordinary shares at the close of 29 November 2016.

Closing price as at 29 November 2016 MUR10.80

Discount to share price 12.04%

Offer price MUR9.50

6.2 Terms of the Rights Issue

Subject to shareholder’s approval of the Rights Issue at the Special Meeting of shareholders to be held on 30 December 2016. All the newly issued ordinary shares shall be issued in registered and in certificated form depending on whether the subscriber to the shares has ordinary shares in certificated form.

6.2.1 Acceptance

Acceptance wholly or partially may only be done by completing and signing the application form provided with the offer letter. The completed and signed form must be returned, together with the payment for New Ordinary Shares applied for to MCB Registry & Securities Ltd, 2nd floor, 9-11 Sir William Newton Street, Port Louis, Republic of Mauritius.

It is further highlighted that the shareholder will be deemed to have declined the offer to subscribe for New Ordinary Shares under the Rights Issue if he/she fails to meet the above deadline. Incomplete applications will be rejected and such shareholders will be deemed to have renounced to their entitled Rights. Also should the payment in respect of the New Ordinary shares fail or be dishonoured upon presentation to your bank, the Rights will be considered as declined by the defaulting applicant.

6.TERMS OF THE RIGHTS ISSUE


6.2.5 Transfer of Rights

The Rights of a shareholder to subscribe for shares under the Rights Issue may be transferred by completing the relevant section of the application form. Conditions attached to the transfer of Rights are described in the Application Instructions for shareholders of the Offer Letter addressed to the shareholder.

Duly completed and signed form, with payment, should reach the Registrar and Transfer Office. Relationship in respect of ANY transfer shall be as follows supported by the appropriate certified documentation specified in the application form:

• Husband / Wife

• Ascendant / Descendant

• By a Société to its members

• By way of succession to the heirs

• Wholly owned subsidiary

6.2.6 Terms of Payments The Rights Issue will be payable in full on or before 23 February 2017 in ONE instalment. NO CASH PAYMENT will be accepted by the Company.

Payments can be made by cheque drawn to the order of United Investments Ltd and crossed or by completing the Bank transfer form provided to the applicant.

A separate cheque/bank transfer form must be submitted, on the same terms described above, for payments in relation to excess New Ordinary Shares applied for.

Should a payment (Bank Transfer/Cheque) be dishonoured by the drawer’s bank, the application will not be considered.

6.2.7 Allotment of Shares

The CDS accounts of all applicants who have been allotted New Ordinary Shares and who have an account at CDS will be credited by 8 March 2017. An allotment letter will be sent on 16 March 2017, to confirm the number of shares credited on CDS.

Share certificates, in respect of shares allotted to shareholders, will be posted to their registered address on 16 March 2017.

6.2.8 Sale of Rights

Shareholders who do not wish to subscribe for any or all of the shares offered may sell all or some of their Rights on the Stock Exchange through a licensed investment dealer or custodian. For shareholders having a CDS account, the Offer letter should be deposited through a Licensed Stockbroking Company (section 11) or custodian at latest by 10 February 2017.

Shareholders holding certificated shares and who do not wish to apply for their Rights fully/partly may also sell their Rights. Shareholders should deposit their Offer letter through one of the licensed Stockbroking Company (section 11) for the opening of a CDS account and to deposit their Rights in his account at latest 10 February 2017. Rights will be traded on the Official Market from 13 February 2017 to 17 February 2017.

6.2.9 Share Fractions

The unallocated fractions will be pooled together with any unsubscribed shares to meet application for excess New Ordinary Shares.


The following financial information for the years ended 30 June 2016 and 30 June 2015 have been extracted from the audited accounts for the year ended 30 June 2016. These financial statement extracts should be read in conjunction with the financial statements for the year ended 30 June 2016. The financial information for the quarter ended 30 September 2016 is extracted from the unaudited financial statements published for that quarter.

8.1 Unaudited Financial Statements for the 3 months ended 30 September 2016

8.1.1 Unaudited Statements of Comprehensive Income

THE GROUP THE COMPANY

Unaudited 3 months to




30-Sep-16 30-Sep-15 30-Sep-16 30-Sep-15

Rs’000 Rs’000 Rs’000 Rs’000

Revenue 9,433 407 6,604 -

Operating Profit/(Loss) 2,485 (4,911) 4,759 (1,161)FV movement of investment at FV through profit or loss

(5,030) (3,494) (5,030) (3,494)

Net finance costs (16,067) (14,313) (6,589) (13,418)

Loss for the period (18,612) (22,718) (6,860) (18,073)Loss per share [MUR] (0.12) (0.15) (0.05) (0.12)

Results comments:

For the period under review, our investees in financial services continue to perform satisfactorily. Our projected expansion in new services is on track and we should hopefully achieve our targeted service offerings in the months to come. Our international operations performed well. The Kenyan market picked up compared to last year and cross selling opportunities are now being pushed. AXYS Dubai our M&A boutique operations focused on Africa is currently working on multiple mandates and we should see some of them close shortly.

Attitude had a good quarter with high occupancy across all hotels. The refurbished Sensimar hotel (ex-Blue Marine) re-opened on time, on budget and without issues on the 15th October. Occupancy at the resort is expected to exceed 75 % for its first full month of operation in November. Rates are also seeing an increase although this will be dampened by the decline in the GBP.

We have started a reorganisation of Mecom group, which focuses on a new operational structure and on better working capital management. These measures are expected to increase the group’s profitability. Quantilab’s business continues to increase its revenue and is expected to be profitable for the year 2016/17, being the second year the company was fully operational.

Further to the communiqué dated 13th of October, documents regarding the Rights Issue will be despatched to the shareholders in the weeks to come. Shareholders are advised to exercise caution when dealing in the shares of UIL and will be kept informed of any further developments.

8.FINANCIAL INFORMATION

The theoretical ex-rights price is based on the share price of the Company on 29 November 2016, being the last practical day prior to the publication of this Prospectus to shareholders.

Details MUR/Units

Last price quoted prior to the issue (23 November 2016) 10.80

Number of shares in issue 151,462,163

Market capitalisation prior to the issue 1,635,791,360

Number of shares to be issued 52,631,579

Value of shares issued 500,000,001

Issue expenses (3,000,625)

Net proceeds 496,999,375

Capitalisation following the issue 2,132,790,735

Number of shares following the issue of New Ordinary Shares 204,093,742

Theoretical ex-rights price following the issue 10.45

The issue expenses will be borne by UIL and constitute of the following:

Items MUR

Listing fees 65,000

Design, printing and postage fees 500,000

Registrar and transfer agent fees 592,250

Legal and professional fees 1,843,375

TOTAL 3,000,625

7.THEORETICAL EX-RIGHTS PRICE


8.1.4 Unaudited Statements of Changes in EquityTHE GROUP Share

capitalShare

premiumRetainedearnings Total

Rs’000 Rs’000 Rs’000 Rs’000

As at July 1, 2015 151,462 920,386 947,842 2,019,690 Total comprehensive loss for the period - - (22,718) (22,718)As at September 30, 2015 151,462 920,386 925,124 1,996,972


THE COMPANY Sharecapital

Share premium

Retainedearnings Total

Rs’000 Rs’000 Rs’000 Rs’000



8.1.2 Unaudited Statements of Financial Position


Unaudited as at

Audited as at

Unaudited as at

Audited as at

30-Sep-16 30-Jun-16 30-Sep-16 30-Jun-16

Rs’000 Rs’000 Rs’000 Rs’000

ASSETSNon-current assets 3,194,564 3,194,505 2,686,123 2,686,075

Current assets 218,607 170,670 204,823 154,831

TOTAL ASSETS 3,413,171 3,365,175 2,890,946 2,840,906

EQUITY AND LIABILITIES Equity and ReservesShare capital 151,462 151,462 151,462 151,462 Share premium 920,386 920,386 920,386 920,386 Retained earnings 823,539 842,151 955,414 962,274

Total equity 1,895,387 1,913,999 2,027,262 2,034,122

Non-current liabilities 1,095,000 1,095,000 495,000 495,000

Current liabilities 422,784 356,176 368,684 311,784

Total liabilities 1,517,784 1,451,176 863,684 806,784

TOTAL EQUITY AND LIABILITIES 3,413,171 3,365,175 2,890,946 2,840,906

NAV per share [MUR] 12.51 12.64 13.38 13.43

8.1.3 Unaudited Statements of Cash Flows


Unaudited 3 months

Unaudited 3 months

Unaudited 3 months

Unaudited 3 months

to 30-Sep-16 to 30-Sep-15 to 30-Sep-16 to 30-Sep-15

Rs’000 Rs’000 Rs’000 Rs’000

Net cash flows from operating activities

(65,537) (6,299) (65,126) (2,951)

Net cash flows from investing activities

(7,144) 144 (7,123) 222

Net cash flows from financing activities 35,000 - 35,000 -

Decrease in cash & cash equivalents

(37,681) (6,155) (37,249) (2,729)

Movements in cash & cash equivalentsAs at July 1, (182,736) (82,364) (185,083) (82,079)Decrease (37,681) (6,155) (37,249) (2,729)

As at September 30, (220,417) (88,519) (222,332) (84,808)


8.2.2 Audited Statements of Financial Position


2016 2015 2016 2015

Rs’000 Rs’000 Rs’000 Rs’000

ASSETSNon-current assetsMotor vehicles and equipment 253 241 - - Investment in subsidiaries - - 441,000 - Investments designated at fair value through profit or loss

3,088,563 2,642,743 2,139,386 2,642,743

Long term receivables 77,729 53,438 77,729 53,438 Other non-current financial assets 27,960 5,158 27,960 5,158

3,194,505 2,701,580 2,686,075 2,701,339

Current assetsTrade and other receivables 167,957 326,942 154,740 326,942 Prepayments 354 300 79 57 Cash and cash equivalents 2,359 313 12 106

170,670 327,555 154,831 327,105

TOTAL ASSETS 3,365,175 3,029,135 2,840,906 3,028,444

EQUITY AND LIABILITIES Share capital 151,462 151,462 151,462 151,462 Share premium 920,386 920,386 920,386 920,386 Retained earnings 842,151 947,842 962,274 982,015

Equity attributable to equity holders of the parent

1,913,999 2,019,690 2,034,122 2,053,863

Non-current liabilitiesInterest-bearing loans and borrowings 1,095,000 196,667 495,000 196,667

Current liabilitiesTrade and other payables 60,138 149,678 46,536 145,848 Interest-bearing loans and borrowings 294,218 662,802 263,428 631,768 Income tax payable 1,820 298 1,820 298

356,176 812,778 311,784 777,914

Total liabilities 1,451,176 1,009,445 806,784 974,581

TOTAL EQUITY AND LIABILITIES 3,365,175 3,029,135 2,840,906 3,028,444 NAV per share [MUR] 12.64 13.33 13.43 13.56

8.2 Audited Financial Statements for the years ended 30 June 2016 and 30 June 2015

8.2.1 Audited Statements of Comprehensive Income


2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Revenue 40,268 34,995 27,930 34,899 Administrative expenses (25,519) (28,412) (7,132) (5,485)

Operating profit 14,749 6,583 20,798 29,414 Loss on disposal of investments designated at fair value through profit or loss

(3,865) (40) (3,865) (40)

Fair value movement of investments designated at fair value through profit or loss

277,457 227,594 351,280 227,594

Impairment and write-offs of receivables (327,528) - (349,272) (58,437)Other income - 513 - 513 Finance income 23,928 21,061 24,219 19,760 Finance costs (86,410) (64,110) (58,879) (62,806)

(Loss) / profit before tax (101,669) 191,601 (15,719) 155,998 Income tax expense (4,022) (1,593) (4,022) (1,593)

(Loss) / profit for the year (105,691) 190,008 (19,741) 154,405 Other comprehensive income - - - - Total comprehensive (loss) / profit for the year, net of tax

(105,691) 190,008 (19,741) 154,405

(Loss) / profit and total comprehensive income for the year attributable to:Owners of parent (105,691) 190,008 (Loss) / earnings per share (MUR): Basic and diluted, profit for the year attributable to ordinary equity holders of the parent

(0.70) 1.25

Results comments:

NWT (Geneva), our fiduciary business in Switzerland, generated a record PBT of MUR130M as a result of synergies achieved by operating from a single site and is expected to continue making significant contributions to our bottom-line in years to come. Our financial services investments produced encouraging results; however our Leasing company profits were impacted by expenses of an exceptional nature linked to our banking project. Excluding this non-recurrent item AXYS Leasing’s PBT stood at MUR40M.AHL performed well. AHL’s Profit Before Tax (PBT) of MUR181M – boosted by one-off proceeds from sale of assets – could have stood even higher had difficulties with mechanical/electrical designs not surfaced during the refurbishment of The Ravenala Attitude (TRA). Consequently, TRA could not operate at full capacity for nearly six months after re-opening last November. At the time of writing, all TRA’s issues have been resolved and our forward bookings for TRA are significantly higher than last year in spite of a rooms’ rate increase of more than 6%. AHL is thus expected to report a significant increase on recurrent Profit After Tax (PAT). With regards to our smaller investments, the Mecom Group which is being reorganized posted a solid performance given the tough business climate for heavy equipment. The re-structuring exercise is yielding results and expected to boost profits. Quantilab – one of our most recent investments – is performing as per expectations. Our activities continue to gain traction and are profitable with a promising outlook.Our results this year were negatively impacted by a one off write-down of receivables/investments (MUR183M) within our discontinued solid fertilizer operations. We also chose to write off receivables from our seafood investments this year, which are not expected to reoccur next year.


8.2.4 Audited Statements of Changes in Equity

THE GROUP Sharecapital

Share premium


Rs’000 Rs’000 Rs’000 Rs’000

At July 1, 2014 151,462 920,386 757,834 1,829,682 Profit for the year - - 190,008 190,008 Other comprehensive income for the year - - - - Total comprehensive income for the year - - 190,008 190,008 At June 30, 2015 151,462 920,386 947,842 2,019,690

At July 1, 2015 151,462 920,386 947,842 2,019,690 Loss for the year - - (105,691) (105,691)Other comprehensive income for the year - - - - Total comprehensive loss for the year - - (105,691) (105,691)At June 30, 2016 151,462 920,386 842,151 1,913,999

THE COMPANY Sharecapital

Sharepremium


Rs’000 Rs’000 Rs’000 Rs’000

At July 1, 2014 151,462 920,386 827,610 1,899,458 Profit for the year - - 154,405 154,405 Other comprehensive income for the year - - - - Total comprehensive income for the year - - 154,405 154,405 At June 30, 2015 151,462 920,386 982,015 2,053,863 At July 1, 2015 151,462 920,386 982,015 2,053,863 Loss for the year - - (19,741) (19,741)Other comprehensive income for the year - - - - Total comprehensive loss for the year - - (19,741) (19,741)At June 30, 2016 151,462 920,386 962,274 2,034,122

8.2.3 Audited Statements of Cash Flows


2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Operating activities (Loss) / profit before tax (101,669) 191,601 (15,719) 155,998 Adjustments for:

Depreciation of motor vehicles and equipment 273 375 - - Fair value gain on fair value through profit or loss investments

(277,457) (227,594) (351,280) (227,594)

Loss on disposal of investments designated at fair value through profit or loss

3,865 40 3,865 40

Impairment and write offs of receivables and investments

327,528 - 349,272 58,442

Unrealised loss / (gain) 96 (1,484) (291) (183)Dividend income (27,930) (34,899) (27,930) (34,899)Interest income (23,928) (19,577) (23,928) (19,577)Interest expense 86,314 64,110 58,879 62,806

(12,908) (27,428) (7,132) (4,967)Working capital adjustments:

Trade and other receivables and prepayments (349,552) (167,457) 223,960 (193,634)Trade and other payables (81,645) 18,715 (81,966) 21,719

(444,105) (176,170) 134,862 (176,882)Interest received 2,386 415 2,386 415 Interest paid (68,209) (60,721) (50,227) (59,415)Income tax and CSR paid (2,500) (2,365) (2,500) (2,365)

Net cash flows used in operating activities (512,428) (238,841) 84,521 (238,247)

Investing activities Proceeds from sale of investments designated at fair value through profit or loss

8,532 1,582 8,532 1,582

Purchase of motor vehicles and equipment (285) (89) - - Dividends received 1,151 4,527 1,151 4,527 Loans granted to related parties (21,864) - (21,864) - Acquisition of preference shares (2,427) - (2,427) - Acquisition of investments - (684) - (684)

Net cash flows (used in) / from investing activities

(14,893) 5,336 (14,608) 5,425

Financing activities Proceeds from borrowings 1,025,000 171,250 425,000 171,250 Repayment of borrowings (597,917) (10,000) (597,917) (10,000)Repayment of finance lease liabilities (134) (302) - -

Net cash flows from/(used in) financing activities 426,949 160,948 (172,917) 161,250

Net decrease in cash and cash equivalents (100,372) (72,557) (103,004) (71,572)Cash and cash equivalents at July 1, (82,364) (9,807) (82,079) (10,507)

Cash and cash equivalents at June 30, (182,736) (82,364) (185,083) (82,079)


8.3.2 List of Contingent Liabilities or Guarantees

The Company has no contingent liabilities as at the date of this Prospectus.

8.3.3 No Legal Proceedings

There are no legal or arbitration proceedings which may have or have had in the recent 12 months a significant effect on UIL’s financial position or profitability.

8.4 Material Contracts

In consideration of the fact that “material contracts” is defined as contracts which were not entered into in the ordinary course of business, it is hereby confirmed that no material contracts have been entered into by UIL and its subsidiaries for the last two years.

8.5 Dividend Policy

There is no formal dividend policy. Payment of dividends is subject to the profitability of the company and availability of cash flow after its capital expenditure requirements. Over the past three years, UIL has isssued dividends of MUR12.1M, MUR24.2M in FY13 and FY14 respectively and none in FY15 and FY16.

8.6 Material Adverse Change

Save as disclosed in this Prospectus, there has been no significant change in the financial or trading position of UIL since the last interim financial statements as at 30 September 2016.

8.3 Debt and Liabilities

8.3.1 Borrowings and Charges

At 30 June 2016, UIL’s total level of borrowings amounted to MUR 1,389M which is detailed below:


2016 2015 2016 2015

MUR’000 MUR’000 MUR’000 MUR’000

Non-current:Bank loans A 70,000 196,667 70,000 196,667 Bonds B 1,025,000 - 425,000 -

1,095,000 196,667 495,000 196,667

Current:Bond B - 400,000 - 400,000 Bank overdrafts C 185,095 82,677 185,095 82,185 Bank loans A 109,123 179,991 78,333 149,583 Obligations under finance lease D - 134 - -

294,218 662,802 263,428 631,768

TOTAL 1,389,218 859,469 758,428 828,435

A. Bank loans are secured by floating charges over the assets of the Company

B. The bond (contracted by the Company) is an unsecured floating rate bond bearing an interest of 6.75% (repo rate + 2.35%) per annum and will mature on January 31, 2020. The additional MUR600M bond contracted by United Investments Bis a fully owned subsidiary of UIL, is secured by ordinary shares it holds in Attitude Hospitality Ltd and bears interest of fixed 6% per annum and will mature in September – October 2018.

C. The Company have a temporary overdraft facility of MUR181M, as at the year-end date, MUR143M of this facility has been used. The Company also have a revolving overdraft facility of MUR40M. These facilities bear interest varying from 6.65% to 8.8% per annum which is adjusted with the variation in the repo rate as per the agreement with the banks.

D. Lease liabilities are effectively secured given that in the event of default, the lessor has the right to repossess the leased assets.


9.4 The Impact of any Future Change in Law (Including Tax Law) or Regulation

Changes in regulations may increase UIL’s cost of doing business, and may have a material adverse effect on UIL’s financial results.

9.5 Environmental, Social and Governance RisksEnvironmental, social and governance risk focus on the environmental, social and governance issues, which may impact UIL’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 UIL.

9.6 Regulatory Changes and Licences and Permits

UIL’s business is based on the current regulatory and legal framework at the time of writing this document. Future changes in the regulatory environment and the basis on which licences and permits are granted may have an impact on the existing business as well as future business opportunities, and may have a material adverse effect on UIL’s financial results.

9.7 Financial Risk Factors

UIL’s principal financial liabilities comprise of obligations under finance leases, bank loans, bank overdrafts and trade and other payables. The main purpose of these financial liabilities is to raise finance for the operations.

UIL has various financial assets, such as investments designated at fair value through profit or loss, trade and other receivables and cash and short term deposits which arise directly from its operations.

The main risks arising from the UIL’s financial instruments are:- Interest rate risk;- Credit risk;- Liquidity risk;- Equity price risk; and- Foreign currency risk.

UIL’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effect of UIL’s financial performance.

The Board of Directors reviews and agrees policies for managing each of these risks. A description of the significant risk factors is given below together with the risk management policies applicable:

(i) Interest rate risk

UIL’s exposure to the risk of changes in market interest rates relates primarily to UIL’s bank overdrafts and bank loans with floating interest rates. Interest rate risks are not hedged.

The policy is to manage its interest cost by using a mix of fixed and variable rate debts. Changes in market interest rate would also impact on the interest income of the loan to related parties, which would mitigate UIL’s exposure to interest costs.

Investing in any business comprises risks. 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 subscribe to the Rights Issue. 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 dividends and its share price.

The risks presented in this document are not exhaustive, and other risks not discussed herein may also adversely affect UIL.

9.1 UIL’s Business Environment

UIL being an investment company, its performance is directly linked to the performance of its investee companies. The investments, business, profitability and results of operations of UIL may be adversely affected as a result of the difficult conditions in UIL and its subsidiaries as well as other investee companies’ operating environment.

9.2 Litigation Risk

UIL, 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 UIL’s business, results, operations, reputation and financial condition.

9.3 Political, Social and Economic Risks in Mauritius and/or Other Countries

UIL, its subsidiaries and its investees’ operations are spread globally and its revenues are derived from operations both locally 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 UIL. 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 UIL 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.

9.RISK FACTORS


The offer letter together with the application form will be forwarded to the shareholders on 3 January 2017.

Options Actions Deadline

Take up all your Rights Complete the relevant section of the application form and return it with full payment to the Company Secretary at 6th Floor, Dias Pier Building, Caudan, Port-Louis

At latest 23 February 2017

Apply for excess shares Complete the relevant section of the application form and return it with the full payment to the Company Secretary at 6th Floor, Dias Pier Building, Caudan , Port-Louis


Sell all or part of your Rights

Contact your Licensed Stockbroking Company and provide your offer letter


Transfer wholly or partially your Rights

Complete the relevant section of the application form and return it with full payment to the Company Secretary at 6th Floor, Dias Pier Building, Caudan, Port-Louis


Take up part of your Rights

Complete the relevant section of the application form and return it with full payment to the Company Secretary at 6th Floor, Dias Pier Building, Caudan, Port-Louis


10.APPLICATION GUIDE(ii) Credit risk

UIL, being an investment holding, deals mainly with related parties through advances and current accounts. Receivable balances are monitored on an ongoing basis with the result that UIL’s exposure to bad debts is not significant. Since UIL trades mainly with related companies, there is no requirement for collateral. UIL has no significant concentration of credit risk, with exposure spread over a large number of related entities. The maximum exposure is the carrying amount of its receivables.

(iii) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. UIL aims at maintaining flexibility in funding by keeping reliable credit lines available. Management is responsible for liquidity and funding. UIL has minimised its liquidity risk by ensuring that it has adequate banking facilities and reserve borrowing capacity.

(iv) Equity price risk

UIL is susceptible to equity market price risk arising from uncertainties about future prices of the equity securities because of investments designated at fair value through profit or loss. To manage its price risk arising from investments in equity securities, UIL diversifies its portfolio.

(v) Foreign currency risk

UIL operates internationally and is exposed to foreign exchange risk arising from currency exposures with respect to Euro.

9.8 Capital Risk Management

UIL manages its capital to ensure that it is able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. It manages its capital structure and make adjustment to it, in light of changes in economic conditions. In order to maintain or adjust the capital structure, UIL may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

UIL monitors capital using a gearing ratio, which is net debt divided by total capital plus debt. UIL’s strategy is to maintain the debt-to-adjusted capital ratio at the lower end, in order to secure access to finance at a reasonable cost. It includes within net debt, interest-bearing loans and borrowings, less cash in hand and at bank. Total capital is calculated as ‘’equity’’ as shown in the statement of financial position less net unrealised gains reserves.

9.9 Forward Looking Statements

This document contains certain statements that are forward looking. By their very nature, forward-looking statements involve certain risks and uncertainty because they relate to events and depend on circumstances that may occur in the future, some of which are, or may be, beyond the Company’s control. No assurance can be given that the future results or developments covered by such forward looking statements will be achieved.

There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements.


The following documents may be inspected during normal working hours at the registered office of UIL, 6th Floor, Dias Pier Building, Caudan, Port Louis:

• The Constitution of UIL;

• Audited financial statements for the Group and the Company for the years ended 30 June 2015 and 2016;

• The financial statements for the last 3 years; (also available on the issuer’s website at www.uil.mu);

• Unaudited management accounts for the 3 months ended 30 September 2016; and

• This present prospectus.

12.DOCUMENTS AVAILABLE FOR INSPECTION

Name Address Contact details

AXYS Stockbroking Ltd

(Sponsoring Broker)

6th Floor, Dias Pier Building

Le Caudan Waterfront

Caudan, Port-Louis

Tel: 405-4000

Fax: 213-3478

E-Mail: stockbroking@axys-group. com

Associated Brokers Ltd 3rd Floor, Travel House

Cnr Sir William Newton Street & Royal Street

Port-Louis

Tel: 212-3038

Fax :212-6690

E-Mail:[email protected]

Bramer Capital Brokers Ltd Level 11, Bramer House

66C2, Cybercity

Ebene

Tel: 403-4100

Fax: 467-9730

E-mail: [email protected]

Capital Markets Brokers Ltd Ground Floor, Alexander House,

35 Cybercity, Ebene 72201.

Tel: 402-0280

Fax: 454-0430


IPRO Stockbroking Ltd 3rd Floor, Ebène Skies

Rue de l’Institut, Ebène

Tel: 403-6740

Fax: 465-1200

Email: [email protected]

LCF Securities Ltd Suite 108,

1st Floor, Moka Business Centre,

Mont Ory Road

Moka

Tel: 433-8388

Fax: 433-5953

[email protected]

MCB Stockbrokers Ltd 9th Floor, MCB Centre

Sir William Newton St

Port Louis

Tel: 202-5245 / 202-5427

Fax: 208-9210


Prime Securities Ltd Ground Floor,

Unit 17,

Air Mauritius Centre

6, President John Kennedy Street,

Port-Louis

Tel: 212-3500 / 212-4040

Fax: 211-2424

[email protected]

PSG Securities (Mauritius) Ltd Suite 305, Barkly Wharf

Caudan Waterfront

Port Louis

Tel: 212-3535

Fax: 208-6294


SBM Securities Ltd Level 11,

State Bank Tower

1 Queen Elizabeth II Ave

Port Louis

Tel: 202-1437 / 202-1438 / 202-1473

Fax: 212-1710

[email protected]

Swan Securities Ltd 3rd Floor, Swan Group Centre

10 Intendance Street

Port-Louis

Tel: 208-7010

Fax: 212-9867


11.LIST OF STOCKBROKERS


NOTES NOTES

48 49

NOTES

50

6th Floor, Dias Pier Building, Le Caudan Waterfront, Caudan, Port Louis 11307, MauritiusTel: (230) 405 4000 Fax: (230) 211 9833 Email: [email protected]