bravura holdings limited · bravura holdings limited (formerly known as cmb international ltd) ......
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Bravura Holdings Limited (Formerly known as CMB INTERNATIONAL LTD)
(Incorporated in the Republic of Mauritius) (Registration number C132144 C1/GBL)
Having its registered address at c/o Intercontinental Trust Ltd
Level 3, Alexander House 35 Cybercity, Ebene 72201, Mauritius
SEM Code: CMBI.N0000 NSX Share Code : CMB ISIN: MU0496N00003
(LEC/P/02/2017) Dated 31 March 2017
(“Bravura Holdings” or “the Company”)
LISTING PARTICULARS
The definitions commencing on page 8 of these Listing Particulars have, to the extent appropriate, been used on this cover page. An application has been made to the SEM for the issue and listing of up to 33,000,000 additional ordinary shares of no par value of Bravura Holdings on the Official List of the SEM in terms of various future private placements or issues to vendors (consideration issues), at an offer price to be decided by the Board in due course in line with the Constitution of the Company. The Company intends offering and issuing such additional shares as may be permitted in terms of the Mauritian Companies Act 2001, the SEM Listing Rules, the Mauritian Securities Act 2005, the NSX Listing Requirements and any other applicable laws and regulations. Accordingly, these Listing Particulars have been prepared and issued:
in compliance with the SEM Listing Rules governing the listing of securities on the Official List of the SEM in respect of the listing of up to 33,000,000 additional ordinary shares of no par value on the SEM; and
to provide information to investors with regard to the Company. This is not an invitation to the public to subscribe for shares in Bravura Holdings. Bravura Holdings has its primary listing on the SEM and a secondary listing on the NSX.
A copy of these Listing Particulars is available in English only, accompanied by the documents referred to under “Documentation available for inspection” as set out in section five, paragraph 13 of these Listing Particulars. These Listing Particulars are distributed in connection with the listing of the shares of the Company, no shares of which will be issued to any person other than a person to whom a copy of these Listing Particulars is provided by the Company. These Listing Particulars have been issued in compliance with the Listing Rules for the purpose of giving information to the public regarding Bravura Holdings. These Listing Particulars include particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules governing the Official Listing of Securities for the purpose of giving information with regard to the Company. The directors, whose names appear on page 10 and Annexure 1, collectively and individually, accept full responsibility for the accuracy or completeness of the information contained in these Listing Particulars and confirm that, having made all reasonable enquiries, to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
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The company secretary, SEM authorised representative and sponsor and NSX sponsor, whose names are included in these Listing Particulars, have consented in writing to the inclusion of their names in the capacity stated and have not withdrawn their written consent prior to publication of these Listing Particulars. This document may include forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of the Company and its future prospects. These forward-looking statements have been based on current expectations and projections which, although the directors believe them to be reasonable, are not a guarantee of future performance. The distribution of these Listing Particulars is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of these Listing Particulars are advised to consult their own legal advisors as to what restrictions may be applicable to them and to observe such restrictions. These Listing Particulars may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorised. The contents of this document should not be treated as advice relating to legal, taxation, investment or any other matters. Targeted investors should inform themselves as to (i) the legal requirements within their own respective country for the purchase, holding, transfer or other disposal of shares; (ii) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of shares which they may encounter; (iii) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of shares. Prospective investors must rely on their own representatives, including their own legal advisors and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment. Neither the LEC of the SEM, nor the SEM, nor the Financial Services Commission of Mauritius (“FSC”) assumes any responsibility for the contents of these Listing Particulars. 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 these Listing Particulars and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. Permission has been granted by the LEC on 31 March 2017 for the listing of up to 33,000,000 additional ordinary shares of no par value of Bravura Holdings on the Official List of the SEM, in terms of various future private placements and/or issues to vendors (consideration issues), at an offer price to be decided by the Board in due course in line with the Constitution of the Company. A copy of these Listing Particulars has been filed with the FSC.
Company secretary NSX sponsor
A member of the Namibian Stock Exchange
SEM authorised representative and sponsor
Date and place of incorporation of the company 3 August 2015, Mauritius Date of issue: 31 March 2017
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CORPORATE INFORMATION
Registered office and address of the Company c/o Intercontinental Trust Ltd Level 3, Alexander House 35 Cybercity, Ebene 72201 Mauritius
Company secretary Intercontinental Trust Ltd Level 3, Alexander House 35 Cybercity, Ebene 72201 Mauritius
SEM authorised representative and sponsor Perigeum Capital Ltd Ground floor, Alexander House 35 Cybercity, Ebene 72201 Mauritius
NSX sponsor PSG Wealth Management (Namibia) (Pty) Ltd 1st Floor, PSG Building 5 Conradie Street, Windhoek Namibia (A member of the NSX)
Auditors KPMG KPMG Centre 31, Cybercity Ebène Mauritius
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TABLE OF CONTENTS
The definitions given on pages 8 and 9 of this document have been used in the following table of contents.
Page Corporate information 3 Introduction to Bravura Holdings and overview 7 Definitions 9 Listing Particulars 11 Section One – Information on the Company 1. Introduction 11
2. Directors and management of the Company 11
3. Incorporation, history and nature of business 12
4. Investment policy
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5. Company structure 13
6. Company’s current business
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7. Employees 14
8. Commissions paid and payable 14
9. Material contracts 14
10. Directors and related parties’ interest in shares 14
11. Expenses of the placement and listing 14
Section Two – Details of the application for listing 1. Purpose of the application for listing 15
2. Issues to vendors (consideration issues) 15
3. Anticipated applications of the proceeds of the placement(s) 15
4. Salient dates and times for shareholders 15
5. Terms, conditions and payment for shares on the SEM 15
6. Underwriting 16
7. The NSX 16
Section Three – Risk factors and risk management 17
Section Four – Statements and reports regulating the listing 1. Working capital 19
2. Listing and dealings on the SEM 19
3. Significant changes 19
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Section Five – Additional material information 1. Historical financial information 20
2. Dividends and distribution 20
3. Acquisitions 20
4. Disposals 20
5. Advances, loans and borrowings 20
6. Corporate governance 21
7. Litigation 21
8. Directors’ responsibility statement 21
9. Material commitments, lease payments and contingent liabilities 21
10. Material commitments in respect of acquisition and erection of buildings, plant and machinery
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11. Principal immovable property leased or owned 21
12. Taxation 21
13. Documentation available for inspection 22
Annexure 1 Directors, founders, appointment, qualification, remuneration and borrowing powers
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Annexure 2 Company Structure 27
Annexure 3 Stated Capital and Shareholding 28
Annexure 4 Extracts from the Constitution of the Company 30
Annexure 5 Corporate Governance Statement 40
Annexure 6 Historical financial information of Bravura Holdings 45
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IMPORTANT DATES AND TIMES
Further details of any offer, including salient dates and time, the number of shares being offered and the offer price will be communicated to targeted investors and the market in due course.
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INTRODUCTION TO BRAVURA HOLDINGS AND OVERVIEW Bravura Holdings was incorporated on 3 August 2015 in Mauritius as a public company limited by shares in accordance with the Companies Act 2001. It currently holds a Category One Global Business License in accordance with the Companies Act 2001 and the Financial Services Act 2007 of Mauritius and has been operational since 4 August 2015. The Company’s registered address is at c/o Intercontinental Trust Ltd, Level 3 Alexander House, 35 Cybercity, Ebene 72201, Mauritius. The Company was listed on the Official Market of the SEM on 23 October 2015 and on the NSX on 23 November 2015. Investment strategy Bravura Holdings aims to invest through its subsidiaries in financial services and investment banking businesses in various Southern African markets. The Company believes that the timing is opportune for a consolidation of medium-sized investment banking and advisory firms and its strategy is therefore to invest through its subsidiaries in several financial services businesses in various markets in Southern Africa and in entities that have focussed their investments in financial instruments, including derivatives and equities. The Company was established to meet an existing demand in this market, and intends taking advantage of the business relationships, skills, market knowledge and experience of its management and board of directors in order to fulfil its business objectives. Bravura Holdings believes that the extraordinary business growth in the Southern African market and concomitant client demand position the Company to:
capitalise on a recovery in the merger and acquisition market; benefit from the opportunity to grow its advisory and structured solutions services into an expanding client base and market;
and provide new financial services and products to its existing and new clients.
In order to take advantage of these opportunities it is necessary for the Company to be able to raise capital quickly, to enable it to grow its assets. To broaden its investor base and source additional capital to fund growth aspirations, Bravura Holdings will consider listing its shares on other recognised international stock exchanges.
Bravura Holdings is led by a team of individuals with significant experience and successful track records in financial services businesses, and having sufficient and satisfactory experience in the management of global businesses. Further details of the experience of the directors are included in Annexure 1. Bravura Holdings has been established in Mauritius in order to take advantage of Mauritius’ business friendly environment, its tax regime, including the unique double taxation treaty agreements that Mauritius has negotiated with many of the jurisdictions in which the company intends to invest, as well as the reputation of the island as a sound financial centre. It is envisaged that the continued listing on the SEM will provide access to a global investor base of managed funds, high net worth individuals and other sources of capital who view Mauritius as an attractive investment destination. Further information on the Company’s investment strategy, process and operations is detailed in Section 1 paragraph 4. Listing on the SEM and the NSX The Company is currently listed on the Official Market of the SEM and the NSX. These listings provide the Company with the ability to issue shares to both off-shore and Common Monetary Area investors, including to vendors of potential acquisitions. The SEM and the NSX are well-regulated and efficient stock markets. The Company intends to raise funds with proceeds derived from various private placements on the SEM and the NSX. It is anticipated that the equity funding will be raised from investors in Mauritius, international investors as well as investors from the Common Monetary Area, including Namibia and South Africa.
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DEFINITIONS
In these Listing Particulars and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column have the meanings stated opposite them in the second column, as follows:
“business day”
any day other than a Saturday, Sunday or official public holiday in Mauritius;
“Capital Markets Brokers” Capital Markets Brokers Ltd (Registration number 7873), a domestic company incorporated under the laws of Mauritius;
“CDS” the Central Depository & Settlement Co. Ltd, approved under the Securities (Central Depository, Clearing and Settlement) Act 1996 of Mauritius;
“certificated shares”
shares in respect of which physical share certificates will be issued;
“Bravura Holdings Group” or “the Group” the Company and its subsidiaries;
“the Company” or “Bravura Holdings” Bravura Holdings Limited (Registration number C132144), a company incorporated under the laws of Mauritius and holding a category one Global Business License issued by the FSC;
“Constitution” the Constitution of the Company dated 7 July 2016;
“dematerialise” or “dematerialisation” the process whereby physical share certificates are replaced with electronic records of ownership under CDS with the duly appointed broker, as the case may be;
“dematerialised shareholder”
a holder of dematerialised shares;
“dematerialised shares” shares which have been dematerialised and deposited in the CDS;
“directors” or “the board” or “board of directors”
the directors of the Company as at the date of these Listing Particulars, further details of whom appear in Annexure 1 of these Listing Particulars;
“FSC”
the Financial Services Commission of Mauritius;
“GBL1”
a category one Global Business License issued under the Financial Services Act 2007 of Mauritius;
“investment strategy” the investment strategy of the Company as determined by the board of directors, further details of which are contained on page 11 in paragraph 4 of these Listing Particulars;
“last practicable date”
the last practicable date prior to the finalisation of these Listing Particulars, being 1 March 2017;
“LEC” Listing Executive Committee of the SEM;
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“Listing Particulars”
this document and its annexures, dated 31 March 2017, which have been prepared in compliance with the Listing Rules;
“Listing Rules” the Listing Rules of the SEM governing the Official List;
“management”
the current management of the Company, as detailed in Annexure 1;
“Mauritian Companies Act”
the Mauritian Companies Act 2001 (Act 15 of 2001) as may be amended from time to time;
“Mauritian share register” the share register maintained on behalf of the Company by the Mauritian company administrator;
“Mauritius” the Republic of Mauritius;
“MUR” or “Rs” the Mauritian Rupee;
“NSX” the Namibian Stock Exchange, which is licensed as an exchange in terms of the Stock Exchange Control Act, 1985 (Act 1 of 1985), as amended;
“NSX Listing” the proposed secondary listing of all the Company’s issued shares on NSX, in line with the NSX Listings Requirements, subsequent to the SEM listing;
“NSX Listing Requirements” the Listing Requirements as published by the NSX, as amended from time to time and as applicable to Secondary Listings;
“SEM” the Stock Exchange of Mauritius Ltd established under the repealed Stock Exchange Act 1988 and now governed by the Securities Act 2005 of Mauritius;
“SEM Official List” or “Official List” or “Official Market”
the Official List of the SEM;
“Shareholder” a holder of shares;
“shares” or “Company shares” ordinary no par value shares in the share capital of the Company;
“USD” or US$ or $ United States Dollar.
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Bravura Holdings Limited (Formerly known as CMB INTERNATIONAL LTD)
(Incorporated in the Republic of Mauritius) (Registration number C132144 C1/GBL)
Having its registered address at c/o Intercontinental Trust Ltd
Level 3, Alexander House 35 Cybercity, Ebene 72201, Mauritius
SEM Code: CMBI.N0000 NSX Share Code : CMB ISIN: MU0496N00003
(LEC/P/02/2017) Dated 31 March 2017
(“Bravura Holdings” or “the Company”)
Directors of the Company
Rajkamal Taposeea York Shin Lim Voon Kee Uday Kumar Gujadhur Andries Dippenaar Du Plessis Sophia Maria Hay Johannes Hendrik Petrus Van Der Merwe Kamben Pyneesamy Padayachy
______________________________________________________________________________________ SECTION ONE – INFORMATION ON THE COMPANY ______________________________________________________________________________________ 1. INTRODUCTION
The purpose of these Listing Particulars is to provide information to investors in relation to the Company and its activities.
2. DIRECTORS AND MANAGEMENT OF THE COMPANY
2.1 Bravura Holdings’s board of directors
Annexure 1 contains the following information: 2.1.1 details of directors including their names, addresses, qualifications and experience; 2.1.2 information concerning the appointment, remuneration, terms of office and borrowing powers of the directors;
and 2.1.3 directors’ interests.
2.2 Company Secretary
All administrative business functions of the Company are carried out by Intercontinental Trust Ltd in Mauritius, and they also act as company secretary to Bravura Holdings.
Intercontinental Trust Ltd is licensed by the FSC to provide a comprehensive range of financial and fiduciary services to international businesses. Its duties will include:
maintaining statutory registers such as the register of members, directors and directors’ interests; filing statutory returns and forms with the relevant authorities; providing the relevant information and assistance to the auditors; providing the board of directors with guidance as to its duties, responsibilities and powers; and
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ensuring compliance with anti-money laundering legislation. 2.3 Registrar and transfer agent
The Company has appointed Intercontinental Secretarial Services Ltd to act as its registrar and transfer agent in Mauritius.
3. INCORPORATION, HISTORY AND NATURE OF BUSINESS 3.1 Incorporation, name and address
Bravura Holdings has been incorporated on 3 August 2015 in Mauritius as a public company limited by shares in accordance with the Companies Act 2001. It currently holds a Category One Global Business License in accordance with the Companies Act 2001 and the Financial Services Act 2007 of Mauritius and has been operational since 4 August 2015. The Company’s registered address is at c/o Intercontinental Trust Ltd, Level 3 Alexander House, 35 Cybercity, Ebene 72201, Mauritius. On 30 March 2017, the Mauritian Registrar of Companies approved the change of name of the Company to Bravura Holdings Limited. The Company was formerly known as CMB INTERNATIONAL LTD since its incorporation on 3 August 2015.
3.2 Nature of the business
Bravura Holdings aims to invest through its subsidiaries in financial services and investment banking businesses in various Southern African markets.
The Company was established to meet an existing demand in this market, and intends taking advantage of the business relationships, skills, market knowledge and experience of its management and board of directors in order to fulfil its business objectives.
It is expected that Bravura Holdings’s investments will provide shareholders with access to a variety of financial services businesses and product providers in Southern Africa.
In order to take advantage of these opportunities, it is necessary for the Company to be able to raise capital quickly, to enable it to grow its assets.
3.3 Financial year-end
The financial year-end of the Company is 31 March each year.
4. INVESTMENT POLICY
The Company believes that the timing is opportune for a consolidation of medium-sized investment banking and advisory firms and its strategy is therefore to invest through its subsidiaries in several financial services businesses in various markets in Southern Africa and in entities that have focussed their investments in financial instruments, including derivatives and equities.
The Company believes that there is a significant market for a listed entity to opportunistically acquire good quality high-yielding shares and financial instruments, as well as strategic investments into good quality financial services businesses. The Company was established to meet an existing demand in this market, and the Company intends to take advantage of the business relationships, skills, market knowledge and experience of its management and board of directors to fulfil its business objectives.
The Company’s investments may be held through subsidiaries incorporated in appropriate jurisdictions for the purpose of maximising tax efficiencies of the Company’s underlying investments.
Bravura Holdings is led by a team of individuals with significant experience and successful track records in financial services businesses, and having sufficient and satisfactory experience in the management of global businesses. Further details of the experience of the directors are included in Annexure 1.
Bravura Holdings has been established in Mauritius in order to take advantage of Mauritius’ business friendly environment, its tax regime, including the unique double taxation treaty agreements that Mauritius has negotiated with many of the
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jurisdictions in which the company intends to invest, as well as the reputation of the island as a sound financial centre. The listing on the SEM provides access to a global investor base of managed funds, high net worth individuals and other sources of capital who view Mauritius as an attractive investment destination.
The Company intends to grow its portfolio of assets, mainly through investments in good quality high-yielding shares and financial instruments, as well as strategic investments into good quality financial services businesses.
The Company’s medium term target is to grow its gross asset value to USD 35 million by the end of the financial year ending 31 March 2018.
Investment Process
The Company’s directors will set the investment policy, parameters and objectives, and will review and approve each sale or purchase of investment assets. The Board will also be responsible for identifying the availability of new investment opportunities that fall within the investment policy and objectives and negotiating the terms of the investment and ongoing management of the investment assets. The Board has set up an Investment Committee that comprises of directors and other members as appointed by the Board. The Investment Committee’s primary role will be to assess identified investment opportunities and to make recommendations to the Board.
Risk Factors and Risk Management
In implementing its investment policy, the Company will contemplate opportunities that will yield satisfactory returns at acceptable levels of risk. The risks of the Company are all of the risks that would typically be associated with investing in financial instruments and financial services businesses. The board of the Company understands and will take appropriate steps to mitigate such risks.
The risk factors considered by the Board to be material are set out in Section Three hereto. 5. COMPANY STRUCTURE
5.1 Company structure
The Company structure is set out in Annexure 2. 5.2 Stated capital
Information regarding the stated capital of the Company, the shareholders of the Company holding in excess of 5% of the shares, alterations of capital, a summary of offers of shares by the Company to the public since incorporation and ancillary information is set out in Annexure 3.
5.3 Constitution
Extracts from the Company’s constitution are set out in Annexure 4.
6. THE COMPANY’S CURRENT BUSINESSES
The Company aims to benefit from a consolidation amongst medium sized investment banking and advisory firms and its strategy is therefore to invest through its subsidiaries in several financial services businesses in various markets in Sub-Saharan Africa and in entities that have focussed their investments in financial instruments, including derivatives and equity. The material investments of the Company are described in more detail below:-
6.1 Bravura South Africa Bravura South Africa is the holding company of the Bravura Group, a niche independent investment banking and advisory firm with a specific focus on the provision of corporate finance advisory and financial structuring services. Founded in 1999, the group services large corporates and institutions in Southern Africa. The subsidiaries of Bravura South Africa include Bravura Capital and Bravura Solutions.
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Bravura Capital is the Corporate Finance advisory business of Bravura, specialising in mergers and acquisitions and general corporate finance advice with a focus on the origination, negotiation and implementation of a wide range of corporate finance transactions including mergers and acquisitions, black economic empowerment transactions, listings, corporate restructurings, general corporate finance, debt capital raising and advisory, equity capital raising and advisory, corporate broker services and JSE sponsor services. Bravura Capital is a registered Sponsor on the JSE’s main board allowing for significant integration of services offered to clients. The multi-disciplinary Bravura Solutions team consists of accounting, legal, tax and exchange control specialists who design integrated solutions and products for sophisticated clients, typically in order to optimise the client’s balance sheet and earnings. Specific offerings include guaranteed return investment products for the corporate and retail markets, investment products for life insurance companies, the structuring of cross border funding and investments (inbound and outbound into and from Africa), advice on the structuring requirements of corporate actions, optimisation of corporate restructures, personal estate structuring for high net worth individuals, facilitating exposure to non-South African assets and property ownership structuring.
6.2 Bravura Namibia Bravura Namibia specialises in providing investment products for institutional investors, corporate finance advisory services including funding for cross border transactions and property developments, as well as the restructuring of family owned businesses in order to ensure succession and sustainability. Bravura Namibia offers integrated equity and debt solutions which are differentiated by its in-house, locally developed ideas and understanding of the Namibian market. Bravura Namibia is known for its ability to work seamlessly across disciplines, a strength which is driven by the depth of expertise across the business. In addition Bravura Namibia is well positioned to leverage of Bravura’s experience of empowerment transactions in South Africa, enabling Bravura Namibia to offer superior advice on transformation transactions.
6.3 Extell Capital (Australia) in the process of being renamed Bravura Australia
Extell Capital (Australia) focuses mainly on providing Corporate Finance advice. The senior dealmaker is a former South African attorney who is a specialist in Australian/South Africa cross-border transactions. The Corporate Finance team’s statement of purpose is “to enhance shareholder value for medium to large corporates through the identification of strategic opportunities and the provision of bespoke Corporate Finance, M&A and capital markets advice”. The team works seamlessly across borders, and they provide advice to:
Australian clients who are investors into Southern Africa, on all aspects of merger and acquisition, corporate finance and local ownership requirements;
South African clients on their investments into Australia; and Southern African clients with regard to capital raisings from Australian investors.
6.4 Calante
Calante is an investment company based in South Africa. It holds interests in a number of financial instrument entities in the form of preference shares and ordinary shares. Calante has over time invested in selected financial investments in the mid-market financial services sector. The preference share and ordinary share investments are held as passive income generative assets.
6.5 Mutiplex Mutiplex Finance is a Mauritian incorporated entity registered as an external company in South Africa. Mutiplex holds interests in a number of financial instruments that earn an interest rate based return, and these investments are financed by convertible bonds. The Company may invest in securities issued by global business entities and South African companies and may, as allowed by applicable law, invest in and/or hold or originate a wide variety of instruments, securities, loans and other assets, including, but not limited to, debt instrument, bonds and equities / ordinary shares.
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6.6 Divergent Divergent Real Estate Group is a South African based property company with a core focus on investment, asset management and advisory services.
7. EMPLOYEES The Company does not currently have, and will not have, any employees. 8. COMMISSIONS PAID AND PAYABLE 8.1 No amount has been paid, or accrued as payable, since incorporation, as commission to any person, including commission
so paid or payable to any sub-underwriter that is the holding company or a promoter or director or officer of the Company, for subscribing or agreeing to subscribe, or procuring, or agreeing to procure, subscriptions for any securities of the Company.
8.2 Since incorporation, there have been no commissions paid or payable in respect of underwriting by the Company. 8.3 Since incorporation, the Company has not paid any material technical or secretarial fees. 8.4 Since incorporation, the Company has not entered into any promoter’s agreements and as a result no amount has been paid
or is payable to any promoter. 9. MATERIAL CONTRACTS
As at the last practicable date there have been no contracts entered into (other than contracts entered into in the ordinary course of business) by the Company since incorporation: (i) which is or may be material or (ii) which contain any provisions under which the Company has any obligations or entitlements which are, or may be material.
10. DIRECTORS AND RELATED PARTIES’ INTEREST IN SHARES
As at the last practicable date, the holdings of the directors and of related parties of directors (the existence of whom is known or could with reasonable diligence be ascertained by those directors) are as detailed in Annexure 1. None of the advisors of the Company have or have had an interest in any shares or options in respect of shares as at the last practicable date.
11. EXPENSES OF THE PLACEMENT AND LISTING
The estimated expenses relating to the placement and listing which have been or are expected to be incurred are set out below in USD:
USD Fee payable to Corporate Advisors 2 000 SEM application fees 2 750 Total 4 750
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_____________________________________________________________________________________ SECTION TWO – DETAILS OF THE APPLICATION FOR LISTING ______________________________________________________________________________________ 1 PURPOSES OF THE APPLICATION FOR LISTING
1.1 The issue and listing of the additional Bravura Holdings shares on the SEM and the NSX will provide the Company with
the necessary capital to pursue its investment strategy as detailed in section 1 paragraph 4.
1.2 The company may undertake placement(s) in Mauritius and / or Namibia for purposes of offering for subscription new Bravura Holdings shares.
2 ISSUES TO VENDORS (CONSIDERATION ISSUES)
The Company wants to have the ability to issue shares to both international and Common Monetary Area investors, including to vendors of potential acquisitions. Therefore, all or part of the 33,000,000 shares for which listing is being sought, may be issued to vendors of assets being acquired by the Company, i.e. through considerations issue(s).
3 ANTICIPATED APPLICATION OF THE PROCEEDS OF THE PLACEMENT(S)
Any additional capital raised through placement(s) will be used by Bravura Holdings to capitalize on investment opportunities in line with the Company’s investment strategy as detailed in section 1 paragraph 4.
4 SALIENT DATES AND TIMES FOR SHAREHOLDERS
Further details of any offer, including salient dates and time, the number of shares being offered and the offer price will be communicated to potential investors and the market in due course.
5 TERMS, CONDITIONS AND PAYMENT FOR SHARES ON THE SEM
5.1 Participation in the placement(s)
The placement shares may be issued either in dematerialised or certificated form.
5.2 Application, payment and trading of shares to be listed on the SEM
5.2.1 Shares may only be traded on the SEM in electronic form (dematerialised units). Trades will be settled on
the basis of trade + 3 days on a strict delivery versus payment basis. Final and irrevocable transfer of funds will occur through the central bank with same day funds on the settlement date. Settlement will be made through the CDS.
5.2.2 If any applicant has any doubt as to the mechanics of the CDS, the applicant should consult with his
investment dealer or other appropriate advisor and is also referred to the SEM website at www.stockexchangeofmauritius.com for additional information.
5.2.3 Some of the principal features of the CDS are as follows:
(a) electronic records of ownership replace share certificates and physical delivery of certificates; (b) trades executed on the SEM are settled within 3 business days; and (c) all investors owning dematerialised shares or wishing to trade their shares on the SEM are
required to appoint an investment dealer to act on their behalf and to handle their settlement
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requirements.
5.3 Issue and allocation of shares
Shares will be allotted subject to the provisions of the Constitution of the Company and will rank pari passu in all respects, including dividends, with any existing issued shares of that particular class.
The shares which are the subject of the placement(s) are not subject to any conversion or redemption provisions. The basis of allocation of the shares will be determined on an equitable basis by the board.
It is intended that notice of the allocations will be announced in due course, and after agreement by the board of Bravura Holdings.
CDS accounts of successful applicants for shares shall be credited with the allocated shares and shall be allocated on the settlement date on a ‘delivery-versus-payment’ basis.
5.4 Representation
5.4.1 Any person applying for or accepting the shares shall be deemed to have represented to the Company that
such person was in possession of a copy of these Listing Particulars at that time. 5.4.2 Any person applying for or accepting shares on behalf of another:
5.4.2.1 shall be deemed to have represented to the company that such person is duly authorised to do so
and warrants that such person and the purchaser for whom such person is acting as agent is duly authorised to do so in accordance with all relevant laws;
5.4.2.2 guarantees the payment of the issue price; and 5.4.2.3 warrants that a copy of these Listing Particulars was in the possession of the purchaser for whom
such person is acting as agent.
5.5 Simultaneous issues
No shares of the same class are issued or to be issued simultaneously or almost simultaneously with the issue of shares for which application is being made.
5.6 Anti-Money Laundering provisions
As part of its responsibility for the prevention of money laundering, the Company will require a detailed verification of each shareholder’s identity and the source of the payment. Depending on the circumstances of each shareholder, detailed verification might not be required in the case of shareholders qualifying under the reduced or simplified due diligence regime based on Clause 5.5 of the Code on the Prevention of the Money Laundering & Terrorist Financing issued by the FSC in 2012.
The Company reserves the right to request such information as is necessary to verify the identity of a subscriber or shareholder at any time after the application for subscription. In the event of delay or failure by the shareholder to produce any information required for verification purposes, the company may refuse to accept the application and the subscription monies relating thereto.
6 UNDERWRITING
The private placement(s) will not be underwritten.
7 THE NSX
Any announcement relating to, and listing of, Bravura Holdings shares on the NSX has to comply with the Constitution of the Company and the NSX Listing Requirements.
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______________________________________________________________________________________ SECTION THREE – RISK FACTORS AND RISK MANAGEMENT ______________________________________________________________________________________ A number of factors may affect the result of operations, financial conditions and prospects of the Company. This section describes the risk factors which are considered by the board to be material. However, these factors should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Additional risks not presently known to the board or that the board currently consider to be immaterial may also adversely impact the Company’s business operations. The business, growth prospects, financial condition and/or results of operations of the Company could be materially adversely affected by any of these risks. The trading price of the shares could decline due to the materialisation of any of these risks and investors could lose part or all of their investment. The Company will consider raising further capital to avail itself of any investment opportunities that may arise in order to pursue its investment policy. Although there is always a risk that the Company does not raise the capital they intended to, such failure to do so would not impact on the operations of the Company. Investing in and holding shares in the Company involves a number of risks. Prior to making an investment decision in respect of Bravura Holdings shares, prospective investors should carefully consider all the information set out in these Listing Particulars, including the following risk factors and consult their professional advisors. 1. NO ASSURANCE OF PROFITS
There can be no assurance that the Company will sustain a cumulative profit during the period of its existence. The investor may lose part or all of his or her initial investment.
2. INVESTMENT RESTRICTIONS
The Company's investment policies do not prohibit certain investment techniques such as concentration of investments in a small number of companies, or sectors that may entail significant risks.
3. CURRENCY FLUCTUATIONS The assets of the Company may be invested substantially in securities whereby the income and proceeds of which will be received in currencies other than USD. Accordingly, the value of the Shares and distributions in USD terms will be adversely affected by any reductions in value of the relevant currency relative to USD. In addition, the Company will incur transaction costs in connection with the conversions between other currencies and USD.
4. POLITICAL AND/OR REGULATORY RISKS The value of the Company’s assets may be affected by uncertainties such as international political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of countries in which investment may be made. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in certain countries in which investment may be made may not provide the same degree of investor protection or information to investors as would generally apply in major securities markets.
5. OVERALL INVESTMENT RISK All securities investments represent potential risk of loss of capital. The investment techniques and strategies and the nature of the securities and or instruments to be purchased and traded by the Company may increase this risk. While the Company will devote its best efforts to the management of its assets, there can be no assurance that the company will not incur losses. Many unforeseeable events may cause sharp market fluctuations, which could adversely affect the Company. Changes in economic conditions, including, for example, interest rates, inflation rates, industry conditions, competition, technological developments, political events and trends, changes to tax laws and innumerable other factors can substantially and adversely affect the performance of the company. None of these conditions will be within the control of the Company.
6. RETENTION OF KEY EMPLOYEES The ability of the acquired businesses to retain the services of professional employees is critical to the success of the Company. Intellectual capital is the cornerstone of the organisation's success and larger businesses have the ability to offer competitive financial incentives to employees. It is the intention of the Company to implement appropriate retention measures.
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7. REGULATORY AND LEGISLATIVE RISKS
The Bravura Holdings Group’s business will be conducted in a highly regulated environment in each country in which it operates. The Company cannot control the governmental authorities of the various jurisdictions in which it will conduct business nor guarantee that it will always be able to conduct a financial services business in each jurisdiction in which it commences operations. This will be managed through close and careful monitoring of the regulatory and legislative environment, and changes to this environment, in each country in which it conducts business, and pro-active engagement with key role players and participation in public processes which impact the relevant legislative and regulatory regimes. The business model will be flexible and will, to the extent possible, adapt to changing requirements so as to remain competitive and profitable.
8. POLITICAL, SOCIAL AND ECONOMIC CONDITIONS IN LOCAL JURISDICTIONS The Bravura Holdings Group intends to expand and pursue business opportunities in Southern Africa. Some of the risks of investing in Southern Africa would include: The impact of political stability and changing government policy; A lack of economic diversity, with an overdependence on natural resources; Complex legal considerations, such as property ownership rights and investment restrictions; The volatility of local currencies against the US dollar; and The time frame of investments and restrictions on possible exit strategy (e.g. limited institutional investors as compared to
more developed markets).
9. FAILURE TO INTEGRATE FUTURE ACQUISITIONS Part of the Company’s strategy is to make selective acquisitions of additional financial services businesses. Successful integration of these businesses is affected by factors including the ability to integrate these acquisitions and to leverage off the existing human resource capital in the Company. Any delay or inability to integrate acquisitions successfully could adversely affect operations and future financial performance.
10. FUTURE GROWTH MAY BE LIMITED BY THE FAILURE TO IDENTIFY AND ACQUIRE SUITABLE ACQUISITION TARGETS Future growth may be limited by the Company’s ability to identify and acquire suitable additional financial services businesses at the appropriate terms. In addition, the Company is likely to face competition from a variety of other potential purchasers in identifying and acquiring these businesses. The success of the Company largely depends on the ability of the Company to identify, evaluate and execute investments. There is no guarantee that suitable investments can or will be acquired nor that investments will be successful, and, in the event of the failure of an investment, part or all of that investment may be lost. The Company may be unable to identify and secure a sufficient number of investments to meet its growth objectives.
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______________________________________________________________________________________ SECTION FOUR – STATEMENTS AND REPORTS REGULATING THE LISTING ______________________________________________________________________________________ 1. WORKING CAPITAL
The directors of the Company are of the opinion that the working capital available to Bravura Holdings is sufficient for the Company’s present requirements, that is, for at least the next 12 months from the date of issue of these Listing Particulars.
2. LISTING AND DEALINGS ON THE SEM
An application has been made to the SEM for the issue and listing of up to 33,000,000 additional ordinary shares of no par value of Bravura Holdings on the Official List of the SEM in terms of various future private placements or issues to vendors (consideration issues), at an offer price to be decided by the Board in due course in line with the Constitution of the Company.
3. SIGNIFICANT CHANGES There has been no significant change in the financial or trading position of Bravura Holdings since 31 March 2016, the date
on which the financial information of the Company set out in Annexure 6 was prepared.
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______________________________________________________________________________________ SECTION FIVE – ADDITIONAL MATERIAL INFORMATION ______________________________________________________________________________________ 1. HISTORICAL FINANCIAL INFORMATION 1.1 The historical financial information of Bravura Holdings for the financial period ended 31 March 2016 is set out in Annexure
6. 1.2 The preparation of the historical information falls under the responsibility of the directors of the Company. 2. DIVIDENDS AND DISTRIBUTIONS 2.1 Subject to the laws of Mauritius, the directors have absolute discretion as to the payment of any dividends, including interim
dividends, on the shares. Any dividends will be paid in accordance with the provisions of the Constitution of Bravura Holdings and the laws of Mauritius. In addition, the directors may, in their discretion and subject to the Constitution of Bravura Holdings, declare dividends in the form of a bonus issue of additional shares in lieu of a cash dividend.
2.2 No dividend shall be declared or paid unless the directors are satisfied that there are reasonable grounds that immediately
after the dividend, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.
2.3 No dividends have been declared as of the last practicable date. 2.4 No shares of the Company are currently in issue with a fixed date on which entitlement to dividends arises and there are no
arrangements in force whereby future dividends are waived or agreed to be waived. 3. ACQUISITIONS
Since its last financial year end, no material fixed assets, securities and/or business undertakings have been acquired by the Company or are in the process of being or are proposed to be acquired by the Company (or which the Company has an option to acquire).
4. DISPOSALS
No material immovable properties, fixed assets, securities in subsidiaries and/or business undertakings have been disposed of by the Company since its last financial year end.
5. ADVANCES, LOANS AND BORROWINGS 5.1 As at the last financial year end, the Company had the following loans outstanding:-
5.2 With the exception of the above liabilities:
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5.2.1 As at the last practicable date, no material loans were advanced by or to the Company (including by the issue of
debentures). 5.2.2 As at the last practicable date, no shareholders’ loans were recorded in the Company’s statement of financial position. 5.2.3 As at the last practicable date, there are no loans receivable outstanding. 5.2.4 As at the last practicable date, there is no loan capital outstanding in the Company. 5.2.5 As at the last practicable date, no loans have been made or security furnished by the Company to or for the benefit of
any director or manager or associate of any director or manager of the Company.
5.2.6 As at the last practicable date, no charge or mortgage has been created over any assets of the company. 5.2.7 As at the last practicable date, there were no outstanding convertible debt securities.
6. CORPORATE GOVERNANCE
Bravura Holdings is fully committed to complying with the National Code of Corporate Governance for Mauritius.
7. LITIGATION
The Company is not involved in any governmental, legal or arbitration proceedings and, in so far as the directors are aware, there are no governmental, legal or arbitration proceedings pending or threatened against them, or being brought by the Company since incorporation which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company.
8. DIRECTORS’ RESPONSIBILITY STATEMENT
The directors whose names are given in Annexure 1:
8.1 have considered all statements of fact and opinion in these Listing Particulars; 8.2 collectively and individually, accept full responsibility for the accuracy of the information given; 8.3 certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any statement
false or misleading; 8.4. have made all reasonable enquiries in this regard; and 8.5. certify that, to the best of their knowledge and belief, these Listing Particulars contains all information required by law and
the SEM Listing Rules. 9. MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES
The Company does not have any capital commitments, financial lease payments and contingent liabilities as at the last practicable date, other than in the ordinary course of business.
10. MATERIAL COMMITMENTS IN RESPECT OF ACQUISITION AND ERECTION OF BUILDINGS, PLANT AND MACHINERY
As at the last practicable date, the Company does not have any material commitments for the purchase and erection of buildings, plant or machinery.
11. PRINCIPAL IMMOVABLE PROPERTY LEASED OR OWNED
The Company does not own any immovable property nor has the Company entered into any leases in respect of immovable property.
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12. TAXATION
Mauritian taxation provisions Under the current provisions of the Mauritian Income Tax Act, a GBL 1 is taxed at a fixed rate of 15%. A system of deemed foreign tax credits of 80% effectively reduces the income tax rate to 3%. Under the prevailing Mauritius fiscal regime, there are no:
12.1 withholding taxes on dividends distributed by a company to its shareholders; 12.2 withholding taxes on interest paid by Global Business Companies to non-residents; and 12.3 capital gains taxes. Accordingly, the capital gains realised by a non-resident shareholder on the disposal of its shares in the
company are not subject to tax in Mauritius. 12.4 However, the nature and amount of tax payable by the company is dependent on the availability of relief under the various
tax treaties in the jurisdictions in which the board chooses to invest from time to time.
13. DOCUMENTATION AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection at the Company’s registered office during business hours from the date of issue of the Listing Particulars for a minimum period of 14 calendar days:
13.1 the signed Listing Particulars; and
13.2 the Annual Report of the Company for the financial period ended 31 March 2016. SIGNED AT EBENE, MAURITIUS ON 31 MARCH 2017 ON BEHALF OF BRAVURA HOLDINGS LIMITED Rajkamal Taposeea who warrants that he is duly authorised thereto by resolution of the board of directors of Bravura Holdings.
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Annexure 1 ________________________________________________________________________________________________________ DIRECTORS, FOUNDERS, APPOINTMENT, QUALIFICATION, REMUNERATION AND BORROWING POWERS ________________________________________________________________________________________________________ 1. FULL NAMES, NATIONALITIES, AGES, BUSINESS ADDRESSES, ROLES, QUALIFICATIONS,
OCCUPATIONS AND EXPERIENCE OF EACH DIRECTOR The full names (including former names, if applicable), ages, nationalities, qualifications, roles, business addresses, occupations and experience of each of the directors of the Company are set out below:
Director, age, nationality and qualification
Role
Business address
Occupation and experience
Directors of Bravura Holdings
Rajkamal Taposeea (59); Mauritius; LLB LLM Chairman, Independent, non-executive Director
63, Avenue St. Geran, Albion 91006, Mauritius
Mr Taposeea is a lawyer with a wide ranging experience in general banking, investment banking and financial services. His experience extends to diverse sectors, which include Law (Barrister-at-Law), Financial Services, Financial Regulation and Airlines & Tourism. He currently holds Non-Executive Directorship of various financial services companies and global funds, as well as in the steel industry sector.
He also served on the boards of Mauritius domestic listed companies and have underwritten companies listed on the Mauritian Stock Exchange.
Previously Mr Taposeea has been a member of the Monetary Policy Committee of the Bank of Mauritius, non-executive Chairman of Air Mauritius, General Manager (Investment Banking Group) of Al Rajhi Bank in Saudi Arabia, Regional Managing Director at Standard Bank Mauritius, Managing Director at Barclays Bank PLC Mauritius and Commercial Director of Cedel Bank. Mr Taposeea started his banking career with JP Morgan in 1985.
York Shin Lim Voon Kee (Ben Lim) (49); Mauritius; FCA (England and Wales) TEP
Director Intercontinental Trust Ltd, Level 3, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius
Ben Lim is the Chief Executive Officer of Intercontinental Trust Ltd. He has been actively involved in the Mauritius international financial services sector since its inception in the early 1990's and has played a decisive role in the Global Business legal and regulatory reform process in Mauritius. Ben Lim is the Honorary Consul of the Grand Duchy of Luxembourg in Mauritius. He is also a member of the Young Presidents Organisation (YPO) Mauritius Chapter and Pan African Chapter. He was, until March 2015, a Board Member of the Board of Investment, the apex government organization responsible for the promotion of Mauritius. He also served as a member of the Financial Services Consultative Committee (FSCC) which was constituted pursuant to the Financial Services Act 2007 under the Chairmanship of the Vice -Prime
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Minister and Minister of Finance & Economic Development. A founding member of various international financial institutions, he acts as Director on a number of them having a presence in Mauritius. He has a great deal of experience in international tax planning and until April 2000, he was an international tax and offshore services partner at De Chazal Du Mee.
Uday Kumar Gujadhur (62); Mauritius; FCCA, Member of the Mauritius Institute of Directors
Director De Chazal Du Mee & Co 10, Frere Felix de Valois Street Port Louis Mauritius
Mr Gujadhur has over 30 years of professional experience in the fields of auditing, taxation, consulting and offshore business.
He has been involved in advising both local and international firms in various business sectors including investment funds seeking listing on the Mauritius Stock Exchange. He was, until October 2008, the CEO and shareholder of a major Trust and Fiduciary company in Mauritius until its divestment to a Major conglomerate in 2007.
He serves as an Independent non-Executive Director of companies listed on the Development and Enterprise Market of the Mauritius Stock Exchange. He is also a Board member of Global Finance Mauritius, a company regrouping various stakeholders in the Financial Services Industry.
Sophia Maria Hay (46); South African; BLC, LLB (cum laude), LLM, Dip Labour Law (cum laude)
Director 31, Sixth Street Houghton Estate, Johannesburg, South Africa, 2198
Ms Soria Hay qualified as a lawyer and after a few years in corporate finance formed the Bravura group in 1999, at the age of 29. Under Ms Hays guidance, Bravura has grown into one of the largest independent advisory and structuring houses in Southern Africa. Prior to founding Bravura, she worked in the corporate finance team at Mettle, and practised as an attorney at Van der Merwe, Du Toit before that.
Andries Dippenaar Du Plessis (56); South Africa: BAcc, BAcc (Hons), MCom (Tax), CA (SA)
Director 374, Equestrian Lane, Ruimsig, South Africa
Mr Adie du Plessis is the Chief Executive Officer of the Bravura group. Prior to joining Bravura, he spent nine years in various leadership positions within the Absa Group, heading up divisions such as Specialised Finance and Specialised Funding Solutions, the latter a division he was asked to build during the takeover by Barclays Bank.
As an Exco member he was a key part of the team that saw Absa Corporate & Business Bank reach growth rates of 36% per annum over a four-year period to 2011. Prior to Absa he was with the Nedcor Group for fifteen years, also in a wide range of positions with responsibility for key divisions and large teams of people.
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Kamben Pyneesamy Padayachy (47); Mauritius Director Impasse Loriot, Saint Paul Road, Phoenix, Mauritius
Mr. Kamben has had over 20 years' experience in banking, having successively worked with BNP Paribas (BNPI), Barclays Bank and Standard Bank prior to joining AfrAsia Bank Limited, for which he was one of its Founding Executives in 2007. He has held senior management roles at both retail and corporate banking levels throughout his career and has originated investment banking transactions from debt capital markets to structured trade finance. At AfrAsia Bank, prior to his retirement in 2015, Kamben was the Deputy CEO and Head of Global Banking, Treasury and Markets. He is today an independent consultant and sits of the Board of a number of companies. Kamben holds a Masters Degree in Monetary Economics and a Post Graduate Degree in Banking and Finance.
Johannes Hendrik Petrus Van Der Merwe (52); South Africa
Director 98 Dorp Street, Stellenbosch, South Africa
Mr. Johannes is currently the CEO of African Rainbow Capital and non-executive director on the Sanlam Investments, Sanlam Capital Markets and Sanlam Employee Benefits board.
Mr. Johannes joined Investec Asset Management in 1997 as Head of Resources and became the Global Head of Resources in 2000. He was also a director and Executive Committee member of Investec Asset Management. In 2003, he was appointed as CEO of Sanlam Investment Management. In May 2003, he was appointed CEO of the Investment Cluster responsible for all the investment businesses in the Sanlam Group. In 2005 and 2007, he took, in addition to Sanlam Investments, responsibility for Sanlam Capital Markets and Sanlam Employee benefits respectively.
2. REMUNERATION OF THE DIRECTORS OF BRAVURA HOLDINGS
The remuneration and benefits paid by the Company to the directors of Bravura Holdings in their capacity as directors (or in any other capacity) for the financial period from inception until 31 March 2016 are as set out below:
3. DIRECTORS’ INTERESTS IN SECURITIES Bravura Holdings’s directors’ interests in the Company
As at the last practicable date, York Shin Lim Voon Kee indirectly holds 42,853,481 shares in the Company representing 13% of the Company’s stated capital. Ben Lim holds 30% of the issued share capital of Capital Markets Brokers.
Director Basic salary MUR
Director’s fees MUR
Other fees
Performance bonus
Expense allowance
Other material benefits
Pension scheme contributions
Commission Shares or share options or similar rights
Share of profit
Total MUR
Rajkamal Taposeea Nil 371,000 Nil Nil Nil Nil Nil Nil Nil Nil 371,000 York Shin Lim Voon Kee
Nil
247,333
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
247,333
Uday Kumar Gujadhur
Nil
340,083
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
340,083
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As at same date, Sophia Hay indirectly holds 18,746,137 shares in the Company representing 6% of the Company’s stated capital.
None of the other directors of the Company hold any securities in the Company as at the last practicable date.
4. DIRECTORS’ INTERESTS IN TRANSACTIONS 4.1 The directors of the Company had no beneficial interest in transactions entered into by the Company:
• during the current financial year; or
• during the two preceding financial years; or
• during any earlier financial year and which may still be outstanding. 4.2 No amount has been paid to any director (or to any company in which he is interested (whether directly or indirectly) or of
which he is a director or to any partnership, syndicate or other association of which he is a member) in the three years preceding the date of these Listing Particulars (whether in cash or securities or otherwise) by any person either to induce him to become or to qualify him as a director or otherwise for services rendered by him (or by the associate identity) in connection with the promotion or formation of the Company.
5. DIRECTORS’ INTERESTS IN PROPERTY ACQUIRED OR TO BE ACQUIRED
No director has had any material beneficial interest, direct or indirect, in any property acquired or proposed to be acquired by the Company in the three years preceding the date of issue of these Listing Particulars and no amount has been paid during this period, or is proposed to be paid to any director.
6. TERMS OF OFFICE
At each Annual General Meeting of shareholders, all the directors retire from office and may make themselves available for re-election, subject to all applicable laws and the provisions of the Company’s Constitution.
7. CONSTITUTION
The relevant extracts of the Constitution of the Company providing for the appointment, qualification, retirement, remuneration and borrowing powers of the directors and the powers enabling a director to vote on a proposal, arrangement or contract in which he is materially interested are set out in Annexure 4.
8. BORROWING POWERS
As set out more fully in Annexure 4, the borrowing powers of the Company exercisable by the directors are unlimited and, accordingly, have not been exceeded since incorporation.
9. SUMMARY OF EXISTING OR PROPOSED CONTRACTS (WHETHER WRITTEN OR ORAL) RELATING TO DIRECTORS’AND MANAGERIAL REMUNERATION, RESTRAINT PAYMENTS, ROYALTIES AND SECRETARIAL AND TECHNICAL FEES
9.1. There are no existing or proposed contracts (whether written or oral) relating to directors or managerial remuneration,
restraint payments, royalties or secretarial and technical fees. 9.2. As at the date of these Listing Particulars, there were no other contracts or arrangements in which the directors were materially
interested and which were significant in relation to the business of the Company.
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Annexure 2 _________________________________________________________________________________________________________________________________________________________ COMPANY STRUCTURE _________________________________________________________________________________________________________________________________________________________
The current structure of Bravura Holdings is set out below:
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Annexure 3 ________________________________________________________________________________________________________ STATED CAPITAL AND SHAREHOLDING ________________________________________________________________________________________________________ 1. MAJOR AND CONTROLLING SHAREHOLDERS
As at the last practicable date, the following shareholders had control over more than 5% of the issued shares of the Company:-
Name of Investor Address of Investor Date of Entry as member
No. of ordinary shares held % shareholding
CMB INVESTMENT LTD
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
03‐Aug‐15 142,844,936 44.56
AFRICAN RAINBOW CAPITAL (PTY) LTD,
1ST FLOOR MARSH BUILDING,CORNER FREDMAN AND 5TH STREET SANDTON 2196
12‐Aug‐16 95,850,423 29.90
TITAN RAND (PTY) LTD
36 Stellenberg Road, Parow Industria 7493, Cape Town, South Africa
25‐Jan‐16 44,236,043 13.80
ALISTRA (PTY) LTD Unit 4, 32 Schanzen Street, Windhoek, Namibia
25‐Jan‐16 18,746,137 5.85
SEISTRA (PTY) LTD Unit 4, 32 Schanzen Street, Windhoek, Namibia
25‐Jan‐16 18,746,137 5.85
2. SHARES ISSUED OTHERWISE THAN FOR CASH
No shares have been issued or agreed to be issued otherwise than for cash by the Company since incorporation. 3. COMPANY’S STATED CAPITAL 8.1 The stated capital of the Company as at 31 December 2016 was as follows:
Stated Capital USD Issued shares 320,569,976 ordinary no par value shares
32,056,998
Total 32,056,998 3.2 The Company does not hold any shares in treasury. 3.3 Each ordinary share of Bravura Holdings confers on the holder:-
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 the Company; 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
the Company on its liquidation.
3.4 The shares of the Company are under the control of the directors of the Company. In terms of Clause 10.1 of the Constitution, the members in general meeting may authorise the board to issue shares at any time to any person. On 30 September 2016, the shareholders of the Company passed a resolution authorising the board to issue up to 33,000,000 additional shares for cash until this authority lapses which shall be at the next Annual General Meeting or 15 months from the date hereof, whichever is the earliest.
4. ALTERATIONS TO STATED CAPITAL OF THE COMPANY 4.1. The Company was incorporated on 3 August 2015 with a stated capital of 10 shares of par value USD 1 each.
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4.2 The shareholder passed a resolution on 14 August 2015 authorising the Company to alter its issued shares by performing a
share split in the ratio of 1:10 increasing its issued share capital to 100. The shareholder further resolved on the same date to convert the class of ordinary shares of par value USD 1 each into class of ordinary shares with no par value.
4.3 With effect from 28 August 2015, the Company issued an additional 115,098,280 no par value shares. 4.4 The Company issued 81,728,317 ordinary no par value shares to Alistra Proprietary Limited, Seistra Proprietary Limited and Titan
Rand Proprietary Limited through its Namibian share register on 25 January 2016. 4.5 20,306,455 ordinary shares of no par value of the Company were issued at USD 0.10 per share, through the Company’s Mauritian
share register on 17 March 2016. 4.6 7,586,401 ordinary shares of no par value of the Company were issued at USD 0.10 per share, through the Company’s Mauritian
share register on 13 May 2016. 4.7 95,850,423 ordinary shares of Bravura Holdings were issued to African Rainbow Capital through its Namibian share register in
August 2016 through a private placement. 4.8 As at the last practicable date, there have been no further alterations to the Company’s stated capital. Accordingly:
4.8.1 there has been no consolidation or subdivision of shares in the Company since incorporation; 4.8.2 no offer for shares in the Company was made to the public since incorporation; and 4.8.3 no share repurchases were undertaken by the Company since incorporation.
5. FOUNDERS AND MANAGEMENT SHARES
There are no deferred shares.
Shares held as at the listing date by founders and the directors of the company are set out in Annexure 1. 6. OPTIONS AND PREFERENTIAL RIGHTS 6.1 There are no preferential conversion, redemption and/or exchange rights in respect of any of the shares or other securities. 6.2 There are no contracts, arrangements or proposed contracts or arrangements whereby any option or preferential right of any
kind was or is proposed to be given to any person to subscribe for or acquire any shares in the Company. 7. FRACTIONS
No fractions of shares have been issued.
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Annexure 4 ________________________________________________________________________________________________________ EXTRACTS FROM THE CONSTITUTION OF THE COMPANY ________________________________________________________________________________________________________ Clause 10 & 11 of the Constitution: CAPITAL 10 ISSUING OF FURTHER SHARES
10.1 Board may issue Shares
10.1.1 Subject to the Act, clause 20.2 of this Constitution, the terms of issue of any existing Shares, the Board may issue Shares (and rights or options to acquire Shares) of any Class at any time, to any person and in such numbers as the Board thinks fit.
10.1.2 Notwithstanding Section 55 of the Act and unless the terms of issue of any Class of Shares specifically provide otherwise, the Board may, if approved by the Shareholders by Special Resolution, issue Shares that rank (as to voting, Distribution or otherwise) equally with or in priority to, or in subordination to the existing Shares without any requirement that the Shares be first offered to existing Shareholders.
10.1.3 If the Board issues Shares which do not carry voting rights, the words "non-voting" shall appear in the designation of such Shares, and if the Board issue Shares with different voting rights, the designation of each Class of Shares, other than those with most favourable voting rights, shall include the words "restricted voting" or "limited voting".
10.2 Consideration for issue of Shares
10.2.1 Subject to clauses 10.2.2 and 20.2, before the Board issues Shares it must:
(a) determine the amount of the consideration for which the Shares will be issued and the terms on which they will be issued;
(b) if the Shares are to be issued for consideration other than cash, determine the reasonable present cash value of the consideration for the issue and ensure that the present cash value of that consideration is fair and reasonable to the Company and is not less than the amount to be credited in respect of the Shares; and
(c) resolve that, in its opinion, the consideration for the Shares and their terms of issue are fair and reasonable to the Company and to all existing Shareholders.
10.2.2 Clause 10.2.1 shall not apply to the issue of Shares on the conversion of any convertible securities; or the exercise of any option to acquire Shares in the Company.
10.2.3 All Shares shall be issued on a fully paid basis.
10.3 Directors’ Certificate on consideration for issue of Shares not paid for in cash
10.3.1 Upon approval by Special Consent pursuant to clause 20.2, when issuing Shares for consideration other than cash, any two Directors shall sign a certificate:
(a) stating the present cash value of the consideration and the basis for assessing it;
(b) that the present cash value of the consideration is fair and reasonable to the Company and to all existing Shareholders; and
(c) that the present cash value of the consideration is not less than the amount to be credited in respect of the Shares.
10.3.2 A copy of the certificate given under clause 10.3.1 shall be filed with the Registrar within fourteen (14) days of its signature.
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11 PRE-EMPTIVE RIGHTS
11.1 Pre-emptive rights on issue of Shares
Shares issued or proposed to be issued by the Company that rank or would rank as to voting or distribution rights, or both, equally with or prior to Shares already issued by the Company shall, unless otherwise provided in the resolution approving the issue under clause 10.1 above, be offered to the holders of Shares already issued in a manner which would, if the offer were accepted, maintain the relative voting and distribution rights of those Shareholders in accordance with the provisions of Section 55(1) of the Act.
Clause 13 of the Constitution: TRANSFER OF SHARES
13. TRANSFER AND TRANSMISSION OF SHARES
13.1. Freedom to transfer is unlimited There shall be no restrictions on the transfer of fully paid up Shares in the Company and the Company shall have no lien on fully paid Shares. Transfers and other documents relating to or affecting the title to any Shares shall be registered with the Company without payment of any fee.
13.2. Transmission
13.2.1. Shares of the Company forming part of the estate of a deceased Shareholder shall be transferred by the Board to the said Shareholder’s heirs, legatees, widow or widower, as the case may be, on the Board being satisfied that the party applying for the transfer is entitled thereto; likewise, Shares of the Company vesting from the bankruptcy or insolvency of a Shareholder, or from its winding up, or from a reduction of its share capital, if such Shareholder is a company or a partnership, shall be transferred to such persons who shall satisfy the Board of their right to have such transfer in their names.
13.2.2. Pending the division of Shares of the Company forming part of the estate and succession of a deceased Shareholder, or from the bankruptcy, or insolvency, or winding up or reduction of capital of a Shareholder, and the registration thereof in the Share Register in the name of the party or in the names of the parties respectively entitled thereto, such party or parties shall have to appoint an agent for the purpose of receiving all Dividends declared on such Shares and of acting as their representative at all meetings of the Company.
13.3. Transfer of Shares in pledge
13.3.1. Any Share or debenture may be given in pledge in all civil and commercial transactions in accordance with the Code Civil Mauricien;
13.3.2. The Company shall keep a register in which:
(a) the transfer of Shares or debentures given in pledge may be inscribed;
(b) it shall be stated that the pledgee holds the Share or debenture not as owner but in pledge of a debt the amount of which shall, in the case of a civil pledge, be mentioned or ascertainable.
13.3.3. A pledge shall be sufficiently proved by a transfer inscribed in the register.
13.3.4. The transfer shall be signed by the pledger and by the pledgee and by the secretary of the Company.
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Clause 16 & 17 of the Constitution: DIVIDENDS AND RESERVES 16. DISTRIBUTIONS
16.1. Solvency Test
16.1.1. Notwithstanding section 61(1)(b) of the Act, but subject to clause 16.2, the Board may, if it is satisfied on reasonable
grounds that the Company will satisfy the Solvency Test immediately after the Distribution, authorise a Distribution by the Company to Shareholders of any amount as it thinks fit.
16.1.2. The Directors who vote in favour of a Distribution shall sign a certificate stating that, in their opinion, the Company will satisfy the Solvency Test immediately after the Distribution.
16.2. Authorising of Distributions
Subject to the provisions of Section 61 of the Act and the other requirements thereof the Board may authorise a distribution by the Company only where this Distribution has been approved by Special Consent of the Shareholders.
16.3. Shares in lieu of Dividends
The Board may issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of a proposed Dividend or proposed future Dividends provided that:
(a) the right to receive Shares, wholly or partly, in lieu of the proposed Dividend or proposed future Dividends has been offered to all Shareholders of the same Class on the same terms;
(b) where all Shareholders elected to receive the Shares in lieu of the proposed Dividend, relative voting or distribution rights, or both, would be maintained;
(c) the Shareholders to whom the right is offered are afforded a reasonable opportunity of accepting it;
(d) the Shares issued to each Shareholder are issued on the same terms and subject to the same rights as the Shares issued to all Shareholders in that Class who agree to receive the Shares;
(e) the provisions of section 56 of the Act are complied with by the Board; and
(f) this Distribution has been approved by Special Consent of the Shareholders
17. DIVIDENDS
17.1. Payment of Dividends
Any dividend, interest or other money payable in cash in respect of Shares shall be paid by electronic funds transfer into the bank account of the holder notified to the Company in writing, or, in the case of joint holders, into the bank account of the joint holder who is first named in the Share Register or to such person and to such bank account as the holder or joint holders may in writing direct to the Company. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses or other money payable in respect of the Shares held by them as joint holders.
17.2. No interest
No Dividend shall bear interest against the Company.
17.3. Unclaimed Dividends
All Dividends unclaimed for one year after having been authorised may be invested or otherwise made use of by the Board for the benefit of the Company until claimed, and all Dividends unclaimed for five years after having been declared may be forfeited by the Board for the benefit of the Company. The Board may, however, annul any such forfeiture and agree to
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pay a claimant who produces evidence of entitlement to the Board’s satisfaction of the amount of its Dividends forfeited unless in the opinion of the Board such payment would embarrass the Company.
Clause 19 of the Constitution: REDUCTION OF STATED CAPITAL
19. REDUCTION OF STATED CAPITAL
The Company may, to the extent provided by the provisions of Section 62 of the Act, by Special Resolution, reduce its stated capital to such amount as it thinks fit.
Clause 22 to 25 of the Constitution: DIRECTORS
22. APPOINTMENT AND REMOVAL OF DIRECTORS
22.1. Number of Directors
The Board shall consist of not more than 7 Directors. The majority of Directors in office at any time shall be ordinarily resident in Mauritius.
22.2. Current Directors
As at the date of adoption of this Constitution, the number of Directors of the Company is three.
22.3. Appointment of Directors
22.3.1. A Director shall hold office until his resignation, disqualification or removal in accordance with this Constitution.
22.3.2. In addition to the appointment of Directors under clause 24.4, a Director must be appointed by an Ordinary Resolution.
22.3.3. No person not being a Director retiring at the meeting shall, unless recommended by the Board for election, be eligible for appointment to the office of Director at any General Meeting unless, not less than seven days before the day appointed for the meeting there shall have been received by the Secretary notice from a Shareholder (other than the person to be proposed) entitled to attend and vote at the meeting for which such notice shall be given of the intention of such member to propose such person for appointment. The required minimum period of notice to the Company by such person proposed of his willingness to be elected shall be at least seven days and that the latest date for lodgement of such notices shall be not more than seven days prior to the date of the meeting appointed for such election.
22.3.4. A resolution to appoint two or more Directors may be voted on one resolution without each appointment being voted individually only if a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.
22.4. Directors may fill up Casual Vacancy
22.4.1. Notwithstanding clauses 22.2 and 22.3, the Directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of Directors shall not at any time exceed the number fixed in accordance with this Constitution. The Director so appointed shall hold office only until the next following annual General Meeting and shall then be eligible for re-election.
22.4.2. The continuing Directors shall act notwithstanding any vacancy on the Board. If their number is reduced below the number fixed by, or pursuant to, this Constitution as the minimum number of Directors, the continuing Directors will act only for the purpose of summoning a General Meeting of the Company.
22.5. Disqualification and removal of Directors.
A person will be disqualified from holding the office of Director if he:
(a) is removed by Ordinary Resolution passed at a General Meeting called for purposes that include their removal or ceasing to hold office pursuant to section 139 of the Companies Act 2001, be removed from office before the
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expiry of their period of office subject however, to the right of any such director to claim damages under any contract; or
(b) resigns in Writing and is not reappointed in accordance with this Constitution; or
(c) becomes disqualified from being a Director pursuant to section 133 of the Act; or
(d) is (or, would, but for the repeal of section 117 of the companies act 1984, be) prohibited from being a Director or promoter of or being concerned with or taking part in the management of a Company under section 337 or 338 of the Act; or
(e) dies; or
(f) attains or is over the age of seventy (70) years (but subject always to section 138 of the Act); or
(g) is under eighteen (18) years of age; or
(h) is an undischarged bankrupt.
22.6. Shareholding qualification.
A Director shall not be required to hold Shares.
22.7. Alternate Directors
22.7.1. Every Director may, by notice given in Writing to the Company, appoint any person (including any other Director) who is approved by the majority of the Directors to act as an Alternate Director in the Director's place, either generally, or in respect of a specified meeting or meetings at which the Director is not present.
22.7.2. The appointing Director may, at his discretion, by notice in Writing to the Company, remove his Alternate Director.
22.7.3. An Alternate Director may, while acting in the place of the appointing Director, represent, exercise and discharge all the powers, rights, duties and privileges (but not including the right of acting as Chairperson) of the appointing Director. The Alternate Director shall be subject, in all respects, to the same terms and provisions as those regarding the appointment of his appointing Director, except as regards remuneration and the power to appoint an Alternate Director under this Constitution.
22.7.4. A Director who is also an Alternate Director shall be entitled, in addition to his own vote, to a separate vote on behalf of the Director he is representing.
22.7.5. An Alternate Director's shall lapse upon his appointing Director ceasing to be a Director.
22.7.6. The notice of appointment of an Alternate Director shall include an address for service of notice of meetings of the Board. Failure to give an address will not invalidate the appointment, but notice of meetings of the Board need not be given to the Alternate Director until an address is provided to the Company.
22.7.7. An Alternate Director shall not be the agent of his appointor, and shall exercise his duties as a Director independently of his appointor.
23. POWERS AND DUTIES OF THE BOARD
23.1. Powers of the Board
23.1.1. Subject to any restrictions in the Act or this Constitution, the business and affairs of the Company shall be managed by or under the direction or supervision of the Board.
23.1.2. The Board shall have all the powers necessary for managing, and for directing and supervising the management of, the business and affairs of the Company except to the extent that this Constitution or the Act expressly requires those powers to be exercised by the Shareholders or any other person.
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23.1.3. The Board shall moreover have all the powers of the Company as expressed in section 27 of the Act and clause 7 of this Constitution, including, but not limited to, the power to purchase and sell property, to borrow money and to mortgage, pledge or create charges on its assets and to issue debentures and other securities, whether outright or as security for any debt, liability, or obligation of the Company or of any third party.
23.2. Delegation by Board
23.2.1. The Board may delegate to a committee of Directors, a Director, an employee of the Company, or any other person, any one or more of its powers, other than the powers provided for under any of the following sections which are listed in the Seventh Schedule to the Act:
(a) section 52 (Issue of other shares);
(b) section 56 (Consideration for issue of shares);
(c) section 57(3) (Shares not paid for in cash);
(d) section 61 (Board may authorise Distribution);
(e) section 64 (Shares in lieu of Dividend);
(f) section 65 (Shareholder discount);
(g) section 69 (Purchase of own shares);
(h) section 78 (Redemption at option of Company);
(i) section 81 (Restrictions on giving financial assistance);
(j) section 188 (Change of registered office);
(k) section 246 (Approval of Amalgamation proposal);
(l) section 247 (Short form Amalgamation).
23.2.2. The Board shall be responsible for the exercise of a power by any delegate (where that power is delegated under this clause 23.2) as if the power had been exercised by the Board, provided that the Board:
(a) believed on reasonable grounds at all times before the exercise of the power that the delegate would exercise the power in conformity with the duties imposed on the Directors by the Act and this Constitution; and
(b) has monitored, by means of reasonable methods properly used, the exercise of the power by the delegate.
23.3. Directors to act in good faith and in best interests of Company
23.3.1. Subject to this clause 23.2, the Directors of the Company shall:
(a) exercise their powers in accordance with the Act and with the limits and subject to the conditions and restrictions established by this Constitution;
(b) obtain the authorisation of a General Meeting before doing any act or entering into any transaction for which the authorisation or consent of such Meeting is required by the Act or this Constitution;
(c) exercise their powers honestly, in good faith, in the best interests of the Company and for the respective purposes for which such powers are explicitly or impliedly conferred;
(d) exercise the degree of care, diligence and skill required by the Act;
(e) not agree to the Company incurring any obligation unless the Directors believe at that time, on reasonable grounds, that the Company shall be able to perform the obligation when it is required to do so;
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(f) account to the Company for any monetary gain, or the value of any other gain or advantage, obtained by them in connection with the exercise of their powers, or by reason of their position as Directors of the Company, except remuneration, pensions provisions and compensation for loss of office in respect of their directorships of any company which are dealt with in accordance with the Act;
(g) not make use of, or disclose, any confidential information received by them on behalf of the Company as Directors otherwise than as permitted and in accordance with the Act;
(h) not compete with the Company or become a Director or officer of a competing company, unless it is approved by the Company;
(i) where Directors are interested in a transaction to which the Company is a party, disclose such interest;
(j) not use any assets of the Company for any illegal purpose or purpose in breach of sub-clauses (a) and (c), and not do, or knowingly allow to be done, anything by which the Company’s assets may be damaged or lost, otherwise than in the ordinary course of carrying on its business;
(k) transfer forthwith to the Company all cash or assets acquired on its behalf, whether before or after its incorporation, or as the result of employing its cash or assets, and until such transfer is effected to hold such cash or assets on behalf of the Company and to use it only for the purposes of the Company;
(l) attend meetings of the Directors with reasonable regularity, unless prevented from so doing by illness or other reasonable excuse; and
(m) keep proper accounting records in accordance with the Act and make such records available for inspection in accordance with the Act.
23.3.2. If the Company is a wholly-owned subsidiary, a Director (when exercising powers or performing duties as a Director), may act in a manner which he believes is in the best interests of the Company's holding Company even though it may not be in the best interests of the Company.
23.3.3. If the Company is a subsidiary (but not a wholly-owned subsidiary), a Director may, when exercising powers or performing duties as a Director, with the prior agreement of the Shareholders (other than its holding Company), act in a manner which he believes is in the best interests of the Company's holding Company even though it may not be in the best interests of the Company.
23.3.4. If the Company is incorporated to carry out a joint venture between its Shareholders, the Director may, when exercising powers or performing duties as a Director in connection with the carrying out of the joint venture, act in a manner which he believes is in the best interests of a Shareholder or Shareholders, even though it may not be in the best interests of the Company.
23.3.5. Nothing in this clause 23.3 shall limit the power of a Director to make provision for the benefit of employees of the Company (as the terms “employees” and “Company” are defined in section 144 of the Act) in connection with the Company ceasing to carry on the whole or part of its business.
23.4. Major Transactions and other transactions under Section 130 of the Act.
23.4.1. Without limiting the instances set out in clause 20.2, the Board shall not procure or permit the Company to enter into a Major Transaction unless the transaction is approved by a Special Resolution or contingent on approval by Special Resolution.
23.4.2. The Board shall not procure or permit the Company to enter into a transaction of the kind contemplated by section 130(3) of the Act unless the transaction is approved by Special Consent or contingent on approval by Special Consent.
24. PROCEEDINGS OF THE BOARD
24.1. Chairperson
24.1.1. The Directors shall elect one of their number as Chairperson of the Board and determine the period for which he is to hold office.
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24.1.2. Where no Chairperson is elected, or where at a meeting of the Board the Chairperson is not present within fifteen (15) minutes after the time appointed for the commencement of the meeting, the Directors present shall choose one of their number to be Chairperson of the meeting.
24.2. Notice of meeting
24.2.1. A Director or, if requested by a Director to do so, an employee of the Company, may convene a meeting of the Board by giving notice in accordance with this clause 24.2.
24.2.2. A notice of a meeting of the Board shall be sent to every Director, and the notice shall include the date, time, and place of the meeting and the matters to be discussed.
24.2.3. An irregularity in the notice of a meeting shall be waived where all Directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all Directors entitled to receive notice of the meeting agree to the waiver.
24.3. Method of holding meetings.
A meeting of the Board shall be held either:
(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or
(b) by means of audio, or audio and visual, communication by which all Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.
24.4. Quorum
24.4.1. A quorum for a meeting of the Board shall be fixed by the Board and if not so fixed shall be a majority of the Directors plus one, provided that the quorum shall:
(a) include two Mauritius resident Directors; and
(b) not include a Director having an interest in the transaction entered into, or to be entered into, by the Company as disclosed in accordance with clause 25.
24.4.2. No business shall be transacted at a meeting of Directors if a quorum is not present.
24.4.3. A Director having an interest as specified in clause 25 will not be counted in a quorum in accordance with clause 24.4.
24.4.4. If within fifteen (15) minutes past the time appointed for any meeting of Board, the quorum is not present, such meeting shall stand adjourned to the next day at the same time and place provided such day is a working day and otherwise to the next following working day; if at such adjourned meeting a quorum is not present, the Directors present not being less than two (2) shall form a quorum and may transact the business standing to the order of the day.
24.5. Voting
24.5.1. Every Director (other than a Director having an interest as specified in clause 25) shall have one vote.
24.5.2. The Chairperson shall not have a casting vote.
24.5.3. A resolution of the Board shall be passed if it is agreed to by a majority of the Directors present.
24.6. Minutes
The Board shall ensure that minutes are kept of all proceedings at meetings of the Board.
24.7. Resolution in Writing
24.7.1. A resolution in Writing, signed or assented to, by all the Directors then entitled to receive notice of a Board meeting, shall be as valid and effective as if it had been passed at a meeting of the Board duly convened and held.
24.7.2. Any such resolution may consist of several documents in like form each signed or assented to by one or more Directors.
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24.7.3. A copy of any such resolution shall be entered in the minute book of Board proceedings.
25. REMUNERATION AND OTHER INTERESTS OF DIRECTORS
25.1. Authority to remunerate Directors
25.1.1. The Shareholders by Ordinary Resolution, or the Board if it is satisfied that to do so is fair to the Company, shall approve:
(a) the payment of remuneration (or the provision of other benefits) by the Company to a Director for his services as a Director, or the payment of compensation for loss of office; and
(b) the making of loans and the giving of guarantees by the Company to a Director in accordance with section 159 (6) of the Act.
25.1.2. The Board shall ensure that, forthwith after authorising any payment under clause 25.1.1, particulars of such payment are entered in the Interests Register, where there is one.
25.1.3. Notwithstanding the provisions of this clause, the Shareholders of the Company may, by Unanimous Resolution or by Unanimous Shareholder’s Agreement, approve any payment, provision, benefit, assistance or other distribution referred to in section 159 of the Act provided that there are reasonable grounds to believe that, after the distribution, the Company is likely to satisfy the Solvency Test.
25.2. Other offices with Company held by Director
25.2.1. Any Director may act by himself, or his firm in a professional capacity for the Company; and the Director or the Director's firm will be entitled to remuneration for professional services as if the Director were not a Director. Nothing in this clause shall authorise a Director or a Director's firm to act as auditor for the Company.
25.2.2. A Director may hold any other office in the Company (other than the office of auditor), for such period and on such terms (as to remuneration and otherwise) as the Board shall determine.
25.2.3. Other than as provided in clause 25.3 a Director shall not be disqualified by virtue of his office from entering into any transaction with the Company. Any such transaction will be valid and enforceable to the same extent as if he was not a Director and not in a fiduciary relationship with the Company. No such Director shall be liable to account to the Company for any profit realised by the transaction by reason of the Director holding that office or of the fiduciary relationship thereby established.
25.3. Notice of interest to be given
25.3.1. A Director shall, forthwith after becoming aware of the fact that he is interested in a transaction or proposed transaction with the Company, cause to be entered in the Interests Register, where it has one, and, where the Company has more than one Director, disclose to the Board of the Company:
(a) where the monetary value of the Director's interest is able to be quantified, the nature and monetary value of that interest; or
(b) where the monetary value of the Director's interest cannot be quantified, the nature and extent of that interest.
25.3.2. A Director shall not be required to comply with clause 25.3.1 where:
(a) the transaction or proposed transaction is between the Director and the Company; and
(b) the transaction or proposed transaction is or is to be entered into the ordinary course of the Company’s business and on usual terms and conditions.
25.3.3. For the purposes of clause 25.3.1, a general notice entered in the Interests Register, where there is one, or disclosed to the Board to the effect that a Director is a Shareholder, Director, officer or trustee of another company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that Company or person, is a sufficient disclosure of interest in relation to that transaction.
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25.3.4. A failure by a Director to comply with clause 25.3.1 shall not affect the validity of a transaction entered into by the Company or the Director.
25.4. Interested Director may not vote
25.4.1. Subject to clause 25.4.2, a director of a company who is interested in a transaction entered into, or to be entered into, by the company, may:
(a) not vote on any matter relating to the transaction, and if he does vote, his vote shall not be counted;
(b) attend a meeting of directors at which a matter relating to the transaction arises but shall not be included among the directors present at the meeting for the purpose of a quorum;
(c) sign a document relating to the transaction on behalf of the company; and
(d) do any other thing in his capacity as a director in relation to the transaction,
as if the director were not interested in the transaction.
25.4.2. This section shall not apply to:
(a) a transaction to which section 146 of the Act applies.
(b) the giving of any security or indemnity either:
25.4.2.b.1. to the director in respect of money lent or obligations incurred or undertaken by him at the request of or for the benefit of the Company or any of its subsidiaries; or
25.4.2.b.2. to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the director has himself assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(c) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the issuer may promote or be interested in for subscription or purchase where the director is or is to be interested as a participant in the underwriting or sub-underwriting of the offer;
(d) any proposal concerning any other company in which the director is interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director is beneficially interested in shares of that company, provided that he, together with any of his associates, is not beneficially interested in five per cent. or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights;
(e) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:
25.4.2.e.1. the adoption, modification or operation of any employees' share scheme or any share incentive or share option scheme under which he may benefit; or
25.4.2.e.2. the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors and employees of the Company or any of its subsidiaries and does not provide in respect of any director as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
(f) any contract or arrangement in which the director is interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his interest in shares or debentures or other securities of the Company.
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Annexure 5 ________________________________________________________________________________________________________ CORPORATE GOVERNANCE STATEMENT ________________________________________________________________________________________________________
Bravura Holdings is fully committed to complying with the National Code on Corporate Governance for Mauritius. In so doing, the directors recognise the need to conduct the enterprise with integrity and in accordance with generally acceptable corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders and providing a proper and objective perspective of the company and its activities. The directors have established mechanisms and policies appropriate to the Company’s business according to its commitment with best practices in Corporate Governance in order to ensure compliance with the National Code on Corporate Governance for Mauritius. The board will review these mechanisms and policies from time to time. The formal steps taken by the directors are summarised below: 1. BOARD OF DIRECTORS
The board comprises seven directors of which five are non-executive directors of which three are considered independent. The chairperson is an independent non-executive director. The board will ensure that there is an appropriate balance of power and authority on the board, such that no one individual or block of individuals dominates the board’s decision-taking. The non-executive directors are individuals of calibre, credibility and have the necessary skills and experience to bring independent judgement on issues of strategy, performance, resources, standards of conduct and evaluation of performance. The board is responsible for the strategic direction of the Company. It sets the values which the Company will adhere to and will formulate a Code of Ethics which will be applied throughout the Company following its listing on the SEM. The current board’s diversity of professional expertise and demographics make it a highly effective board with regard to Bravura Holdings’s current strategies. The board shall ensure that, in appointing successive board members, the board as a whole will continue to reflect, whenever possible, a diverse set of professional and personal backgrounds. The board will establish a framework for delegation of authority. The information needs of the board will be reviewed annually and directors will have unrestricted access to all Company information, records, documents and property to enable them to discharge their responsibilities efficiently. Efficient and timely methods of informing and briefing board members prior to board meetings will be developed and in this regard steps have been taken to identify and monitor key risk areas, key performance areas and non-financial aspects relevant to Bravura Holdings. In this context, the directors will be provided with information in respect of key performance indicators, variance reports and industry trends. The board will establish a formal induction programme to familiarise incoming directors with the Company’s operations, senior management and its business environment, and to induct them in their fiduciary duties and responsibilities. Directors will receive further briefings from time to time on relevant new laws and regulations as well as on changing economic risks. Directors will ensure that they have a working understanding of applicable laws. The board will ensure that the Company complies with applicable laws and considers adherence to non-binding industry rules and codes and standards. In deciding whether or not non-binding rules shall be complied with, the board will factor the appropriate and ethical considerations that must be taken into account. The board will appraise the chairperson’s performance and ability to add value to the Company on an annual or such other basis as the board may determine. All directors will be subject to retirement by rotation and re-election by shareholders every year in accordance with the Company’s Constitution. Board meetings are held at least quarterly, with additional meetings convened when circumstances necessitate. The board sets the strategic objectives of the Company and determine investment and performance criteria as well as being responsible for the sustainability, proper management, control, compliance and ethical behaviour of the businesses under its direction. The board has established a number of committees to give detailed attention to certain of its responsibilities and which will operate within defined, written terms of reference.
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The board has determined a policy for detailing the manner in which a director’s interest in transactions is to be determined and the interested director’s involvement in the decision-making process. Real or perceived conflicts will be disclosed to the board and managed in accordance with the pre-determined policy used to assess a director’s interest in transactions. The independence of non-executive directors will be reviewed from time-to-time. The Company does not propose to conduct a rigorous and extensive review of the independence of the non-executive directors. It is the Company’s belief that, unless the directors have newly acquired recent interest in the Company, passage of time does not lead to a lack of independence. The board as a whole and individual directors will have their overall performance periodically reviewed in order to identify areas for improvement in the discharge of individual director’s and the board’s functions on an annual basis. This review will be undertaken by the Chairman and, if so determined by the board, an independent service provider. Nominations for the re-appointment of a director will only occur after the evaluation of the performance and attendance of the director at board meetings. The board will determine a policy for detailing the procedures for appointments to the board. Such appointments are to be formal and transparent and a matter for the board as a whole. The development and implementation of nomination policies will be undertaken by the board as whole. The board has delegated certain functions to the Risk and Audit Committee, the Corporate Governance Committee and the Investment Committee. The board is conscious of the fact that such delegation of duties is not an abdication of the board members’ responsibilities. The various committees’ terms of reference shall be reviewed annually and such terms of reference will be disclosed in the Company’s directors’ report. External advisors and directors who are not members of specific committees shall attend committee meetings by invitation, if deemed appropriate by the relevant committees. The board has established a procedure for directors, in furtherance of their duties, to take independent professional advice, if necessary, at the Company’s expense. All directors will have access to the advice and services of the company secretary.
2. RISK AND AUDIT COMMITTEE The board has established a Risk and Audit Committee of which one independent non-executive director shall be the chairperson. The members of the Risk and Audit Committee are Kamben Pyneesamy Paayachy, Uday Kumar Gujadhur and Rajkamal Taposeea. All of the members of the committee shall be financially literate (and the board will ensure that any future appointees are financially literate). The committee’s primary objective is to provide the board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in the discharge of their duties. The committee is required to provide satisfaction to the board that adequate and appropriate financial and operating controls are in place; that significant business, financial and other risks have been identified and are being suitably managed; and that satisfactory standards of governance, reporting and compliance are in operation. The Risk and Audit Committee is responsible for overseeing the directors’ report. In this regard the Risk and Audit Committee has regard to all factors and risks that may impact on the integrity of the directors’ report, and the board will review and comment on the financial statements and the disclosure of sustainability issues included in the directors’ report. In addition, the Risk and Audit Committee has general oversight over and report on the sustainability issues, reviews the directors’ report to ensure that the information contained therein is reliable and does not contradict the financial aspects of the report and will oversee the provision of assurance over sustainability issues. The Risk and Audit Committee reviews the content of the Company’s interim results and may engage external auditors to provide assurance on the summarised financial information. Within this context, the board is responsible for the Company’s systems of internal, financial and operational control. The board is charged with the responsibility of determining the adequacy, extent and operation of these systems. Comprehensive reviews and testing of the effectiveness of the internal control systems in operation will be performed by the Risk and Audit Committee. These systems are designed to provide reasonable, but not absolute, assurance as to the integrity and reliability of the financial statements, to safeguard, verify and maintain accountability of its assets and to identify and minimise significant fraud, potential liability, loss and material misstatement while complying with applicable laws and regulations. A Risk and Audit Committee charter has been prepared and reported to the board. The Risk and Audit Committee meets at least three times a year. Directors and managers responsible for finance and the external auditors may be required to attend such meetings. The Risk and Audit Committee reviews the finance function of the Company on an annual basis.
42
The Risk and Audit Committee may authorise engaging for non-audit services with the appointed external auditors or any other practising firm of auditors, after consideration of the following: • the essence of the work being performed may not be of a nature that any reasonable and informed observer would
construe as being detrimental to good corporate governance or in conflict with that normally undertaken by the accountancy profession;
• the nature of the work being performed will not affect the independence of the appointed external auditors in undertaking the normal audit assignments;
• the work being done may not conflict with any requirement of generally accepted accounting practice or principles of good corporate governance;
• the operational structure, internal standards and processes being adopted by the audit firm in order to ensure that audit independence is maintained in the event that such audit firm is engaged to perform accounting or other non-audit services to its client base. Specifically:
− the Company may not appoint a firm of auditors to improve systems or processes where such firm of auditors will later be required to express a view as to the functionality or effectiveness of such systems or processes;
− the Company may not appoint a firm of auditors to provide services where such firm of auditors will later be required to express a view on the fair representation of information the result of these services to the Company; and
− the total fee being earned by an audit firm for non-audit services in any financial year of the Company, expressed as a percentage of the total fee for audit services, may not exceed 35% without the approval of the board; and
• a firm of auditors will not be engaged to perform any management functions (e.g. acting as curator) without the express prior approval of the board. A firm of auditors may be engaged to perform operational functions, including that of bookkeeping, when such firm of auditors are not the appointed external auditors of the Company and work is being performed under management supervision.
Information relating to the use of non-audit services from the appointed external auditors of the Company shall be disclosed in the notes to the annual financial statements. Separate disclosure of the amounts paid to the appointed external auditors for non-audit services as opposed to audit services, shall be made in the annual financial statements. With regards to the appointment of directors, the Risk and Audit Committee undertakes background and reference checks before the appointment of directors. The board shall make full disclosures regarding individual directors to enable shareholders to make their own assessment of the directors. The Risk and Audit Committee needs to report at the Company’s annual general meeting how it has discharged its duties during the financial year to be reported on.
3. RISK MANAGEMENT AND INTERNAL CONTROLS Risk and internal controls management are under the responsibility of the Risk and Audit Committee. The Risk and Audit Committee participates in management’s process of formulating and implementing the risk management plan and will report on the plan adopted by management to the board. The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed, including, but not limited to, information technology risk. The board is responsible for ensuring the adoption of appropriate risk management policies by management. The board also ensures that there are processes in place between itself and management enabling complete, timely, relevant, accurate and accessible risk disclosure to shareholders. To enable the Risk and Audit Committee to meet its responsibilities, the Risk and Audit Committee sets standards and management will implement systems of internal control and an effective risk-based internal audit, comprising policies, procedures, systems and information to assist in: • safeguarding assets and reducing the risk of loss, error, fraud and other irregularities;
• ensuring the accuracy and completeness of accounting records and reporting;
• preparing timely, reliable financial statements and information in compliance with relevant legislation and generally accepted accounting policies and practices; and
• increasing the probability of anticipating unpredictable risk.
43
The board, in its directors’ report, comments on the effectiveness of the system and process of risk management. The board ensures that management considers and implements the appropriate risk responses and IT strategy.
4. CORPORATE GOVERNANCE COMMITTEE The members of the Corporate Governance Committee are three non-executive directors, being Uday Kumar Gujadhur, York Shin Lim Voon Kee and Johannes Hendrik Petrus Van Der Merwe. . The role of the Corporate Governance Committee will be to work on behalf of the board and be responsible for: • ensuring that the reporting requirements on Corporate Governance, whether in the annual report, or on an ongoing basis,
are in accordance with the principles of the Report on Corporate Governance for Mauritius;
• determining, developing and agreeing the Company’s general policy on directors and senior management remuneration;
• determining specific remuneration packages for directors of the Company, including but not limited to basic salary, benefits in kind, annual bonuses, performance-based incentives, share incentives, pensions and other benefits;
• determining any criteria necessary to measure the performance of directors in discharging their functions and responsibilities;
• determining the level of non-executive and independent non-executive fees to be recommended to the shareholders at the meeting of Shareholders;
• ascertaining whether potential new directors are fit and proper and are not disqualified from being directors. Prior to their appointment, their backgrounds should be thoroughly investigated;
• ensuring that the potential new director is fully cognisant of what is expected from a director, in general, and from him or her in particular; and
• ensuring that the right balance of skills, expertise and independence is maintained in the board of directors.
No member of the Corporate Governance Committee can be involved or vote on committee decisions in regard to his/her own remuneration.
Bravura Holdings is committed to promoting the highest standards of ethical behaviour amongst all persons involved in the Company’s operation. To this extent, a Code of Ethics for the Company is to be adopted. The board ensures that the Company’s performance and interaction with its stakeholders are guided by the Constitution. The board considers the impact of its business on the environment, society and the economy. The board will be assessed annually on the basis provided above, and including its adherence to corporate citizenship principles and ethics performance.
5. INVESTMENT COMMITTEE The board has set up an Investment Committee comprising of Soria Hay, Rajkamal Taposeea, Johannes Petrus Hendrik Van Der Merwe and independent external advisors will also be appointed as required. The Investment Committee meets when necessary to consider the investment policy of the Company. The Investment Committee’s primary role is to assess identified investment opportunities and to make recommendations to the board. The board of directors will determine the committee’s authority level.
6. DIRECTORS’ DEALINGS The Company operates a policy of prohibited dealings by directors and the company secretary during the period of one month immediately preceding the announcement of the Company’s annual results and the publication of the interim (quarterly) report together with dividends and distributions to be paid or passed and at any other time deemed necessary by the board.
44
The directors follow the principles of the model code on securities transactions by directors as detailed in Appendix 6 of the SEM Listing Rules.
7. THE COMPANY SECRETARY
The company secretary, who is not a director of the Company, provides the board as a whole and directors individually with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Company. The company secretary provides a central source of guidance and advice to the board, and within the Company, on matters of ethics and good corporate governance and assist with the appointment of directors to the board. The company secretary will be subject to an annual evaluation by the board.
8. COMMUNICATION WITH SHAREHOLDERS
It will be the policy of Bravura Holdings to meet regularly with institutional shareholders, private investors and investment analysts for discussion on the performance and management of the Company and it shall promote a stakeholder inclusive approach. The board appreciates that shareholders’ perceptions affect the Company’s reputation and in this regard will establish policy for the engagement of the Company’s stakeholders. The board encourages shareholders to attend annual general meetings through effective communication whether by means of the press or otherwise.
9. DIRECTORS’ REPORT
The Company’s annual report and accounts includes detailed reviews of the Company, together with a detailed review of the financial results and financing positions. In this way, the board seeks to present a balanced and understandable assessment of the Company’s position and prospects. The Company has established comprehensive management reporting disciplines which include the preparation of monthly management accounts, detailed budgets and forecasts. Monthly results, the financial position and cash flows of operating units are reported against approved budgets and compared to the prior period. Any profit and cash flow forecasts and working capital levels published by the Company (including those appearing in these Listing Particulars) are reviewed regularly. Sustainability reporting and disclosure is integrated with the Company’s financial reporting. The financials states the Company’s positive and negative impact and detail whatever steps have been taken to improve on the negative impact. The board will ensure the integrity of the directors’ report.
10. BUSINESS RESCUE
At the first sign of the Company becoming financially distressed in terms of the Mauritian Companies Act 2001 and Insolvency Act 2009, the board will meet to consider available business rescue procedures or other turn-around mechanisms. In this regard, the board will monitor, on a continuous basis, the solvency and liquidity of the Company and, in the event that business rescue is adopted, a suitable practitioner (who may be an insolvency practitioner in terms of the Insolvency Act 2009) will be appointed. The practitioner will be required to provide security for the value of the assets of the Company.
45
Annexure 6 ________________________________________________________________________________________________________ HISTORICAL FINANCIAL INFORMATION OF BRAVURA HOLDINGS ________________________________________________________________________________________________________ The extracts from the audited consolidated financial statements of Bravura Holdings for the period ended 31 March 2016 as set out below falls under the responsibility of the board of Bravura Holdings. For more information, investors may refer to the below results announcement released to the market on 14 June 2016 relating to the summarised audited consolidated financial statements.
CONDENSED AUDITED STATEMENT OF FINANCIAL POSITION
The Group
As at 31 March 2016
USD '000
ASSETS
NON CURRENT ASSETS
Property, plant & equipment 180
Intangible assets and goodwill 27,346
Other financial assets 875
Deferred taxation 117
TOTAL NON‐CURRENT ASSETS 28,518
CURRENT ASSETS
Trade and other receivables 1,930
Cash and cash equivalents 600
TOTAL CURRENT ASSETS 2,530
TOTAL ASSETS 31,048
EQUITY AND LIABILITIES
CAPITAL AND RESERVES
Share capital 21,287
Translation reserve (347)
Retained earnings 3,641
TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 24,581
Non‐controlling interest (36)
TOTAL CAPITAL AND RESERVES 24,545
NON CURRENT LIABILITIES
Other financial liabilities 5,955
CURRENT LIABILITIES
Trade and other payables 528
Current tax liabilities 20
TOTAL CURRENT LIABILITIES 548
TOTAL EQUITY AND LIABILITIES 31,048
Number of shares in issue 217,133,152
Net asset value per share 0.1130
46
CONDENSED AUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHESIVE INCOME
The Group
Eight months to
31‐Mar‐16
USD '000
REVENUE 5,873
Other expenses (2,292)
OPERATING INCOME 3,581
Finance income 66
Finance costs (48)
INCOME BEFORE TAX 3,599
Taxation 6
PROFIT FOR THE PERIOD 3,605
OTHER COMPREHENSIVE INCOME FOR THE PERIOD (347)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 3,258
Profit for the Period Attributable to:
Owners of the Company 3,641
Non‐controlling interest (36)
3605
Total Comprehensive Income Attributable to:
Owners of the Company 3,294 3,294
Non‐controlling interest (36)
3258
Earnings per share
Basic earnings per share 0.0269
Diluted earnings per share 0.0235
47
CONDENSED AUDITED STATEMENT OF CHANGES IN EQUITY
Attributable to the owners of the Company
Foreign
currency Non‐
Share translation Retained controlling
Capital reserve Earnings Total interests Total
USD '000 USD '000 USD '000 USD '000 USD '000 USD '000 Balance as at 3 August 2015 ‐ ‐ ‐ ‐ ‐ ‐
Profit for the period ‐ ‐ 3,641 3,641 (36) 3,605
Ordinary shares issued 21,280 ‐ ‐ 21,280 ‐ 21,280
Preference share issued 7 ‐ ‐ 7 ‐ 7
Translation reserve ‐ (347) ‐ (347) ‐ (347) Balance as at 31 March 2016
21,287
(347) 3,641 24,581 (36)
24,545
CONDENSED AUDITED STATEMENT OF CASH FLOWS
The Group
For the period ended
31‐Mar‐16
USD '000
Cash generated from operating activities 2,200
Cash utilised by investing activities (17268)
Cash generated from financing activities 15,668
CHANGE IN CASH & CASH EQUIVALENTS 600
Cash and cash equivalents at beginning of period ‐
Cash and cash equivalents at end of period 600
For a better understanding of the trading and financial position of the Company since its last financial year (31 March 2016), reference can be made to the abridged unaudited consolidated financial statements for the quarters ended 30 June 2016, 30 September 2016 and 31 December 2016 which have been included under this Annexure.
CMB INTERNATIONAL LTD(“CMB International” or “the Company”)
Incorporated in the Republic of MauritiusRegistration number: 132144 C1/GBL
ISIN Code: MU0496N00003 SEM Share Code: CMBI.N0000 NSX Share Code: CMB
Abridged unaudited consolidated financial statementsfor the three months and the nine months ended 31 December 2016
DIRECTORS COMMENTARY
CONSOLIDATED UNAUDITED STATEMENT OF FINANCIAL POSITION CONSOLIDATED UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS
NATURE OF BUSINESSCMB International was incorporated on 3 August 2015 as a Category One Global Business License Company. The Company has a primary listing on the Official Market of the Stock Exchange of Mauritius Ltd(“SEM”) and secondary listing on the Namibian Stock Exchange (“NSX”). CMB International is an investment holding company and aims to invest through its subsidiaries in financial services and investmentbanking businesses in various South African markets. The results pertain to CMB International Group’s (“the Group”) activities in respect of corporate finance, investment revenue and other financial advisory.
GROUP REVIEW FOR THE QUARTER ENDED 31 DECEMBER 2016The Company hereby presents its results for the three months and nine months ended 31 December 2016.
COMPANY OUTLOOKCMB International intends to grow its portfolio of assets, mainly through investments in good quality high-yielding shares and financial instruments, as well as strategic investments into good quality financialservices businesses. The Company experienced a challenging quarter due to tough trading conditions which was exacerbated by the summer holiday season. The Company has a good pipeline of transactionsto pursue in the next quarter and expects better results in the medium term.
NOTESThe Company is required to publish financial results for the three months and nine months ended 31 December 2016in terms of the Listing Rule 12.19 of the SEM. Accordingly, this announcement presents the financial results of theCompany in respect of the period from 1 October 2016 to 31 December 2016 and in respect of the period from 1 April2016 to 31 December 2016.
The abridged unaudited consolidated financial statements for the three months and nine months ended 31 December2016 have been prepared on the basis of accounting policies of the Company, which are in compliance with theInternational Financial Reporting Standards (“IFRS”). Foreign Currency Translation Reserves arise from the netchanges in the fair value of the assets in the Company on a US Dollar basis. The abridged unaudited consolidatedfinancial statements are in accordance with the measurement and recognition requirements of IFRS, the requirementsof IAS 34: Interim Financial Reporting, SEM Listing Rules and the Mauritian Securities Act 2005.
The abridged unaudited consolidated financial statements have not been reviewed or reported on by the Company'sexternal auditors. These financial statements were approved by the Board on 10 February 2017.
Copies of the abridged unaudited consolidated financial statements and the Statement of direct and indirect interestsof each officer of the Company, pursuant to rule 8(2)(m) of the Securities (Disclosure Obligations of ReportingIssuers) Rules 2007, is available, free of charge, upon request at the Registered Office of the Company at c/oIntercontinental Trust Ltd, Level 3, Alexander House, 35 Cybercity, Ebene 72201, Mauritius.Contact person: Mrs Smitha Algoo.
This communiqué is issued pursuant to SEM Listing Rules 11.3 and 12.20, and section 88 of the Securities Act ofMauritius 2005. The Board accepts full responsibility for the accuracy of the information contained in these financialstatements. The directors are not aware of any matters or circumstances arising subsequent to the period ended 31December 2016 that require any additional disclosure or adjustment to the financial statements.
By order of the BoardIntercontinental Trust LimitedCompany Secretary
Perigeum Capital LtdSEM Authorised Representative and Sponsor
PSG Wealth Management (Namibia) (Pty) Ltd, a member of the NSXNSX Sponsor
10th February 2017
The Group
Unaudited Three months ended
Unaudited Nine months ended
31 Dec 2016 31 Dec 2016USD'000 USD'000
REVENUE 1 444 3 622
Other Expenses (1 352) (5 465)
OPERATING INCOME 92 (1 843)
Finance Income 52 98
Finance cost (17) (81)
INCOME BEFORE TAX 127 (1 826)
Taxation (4) (15)
PROFIT / (LOSS) FOR THE PERIOD 123 (1 841)
OTHER COMPREHENSIVE INCOME FOR THE PERIOD (6) 2 200
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 117 359
Earnings / (loss) per share
Basic earnings / (loss) per share 0,000443 (0,006728)
Diluted earnings / (loss) per share 0,000407 (0,006183)
Share
Capital
Retained
Earnings
Foreign
currency
translation
reserve
IFRS 2
Reserve Total
Non-
controlling
interests Total
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Balance as at 3 August 2015 - - - - - - -
Profit for the period - 3 641 - 3 641 (36) 3 605
Share Capital issued 21 287 - - 21 287 21 287
Foreign currency translation reserve - - (346) (346) (346)
Balance as at 31 March 2016 21 287 3 641 (346) - 24 582 (36) 24 546
Loss for the period - (1 842) - - (1 842) - (1 842)
Loss of control - (36) - - (36) 36 -
Share Capital issued 4 289 - - - 4 289 4 289
IFRS 2 Reserve - - - 1 927 1 927 1 927
Foreign currency translation reserve - 2 524 - 2 524 2 524
Balance as at 31 December 2016 25 576 1 763 2 178 1 927 31 444 - 31 444
Attributable to the owners of the company
The Group
Unaudited
nine months ended 31 Dec 2016
USD'000
Cash generated from operating activities 1 246
Cash utilised by investing activities (198)
Cash utilised by financing activities (110)
CHANGE IN CASH & CASH EQUIVALENTS 938
Foreign Exchange Movement (On Cash Per Bank o/b) 46
Cash and Cash Equivalents at Beginning of Period 600
Cash and Cash Equivalents at End of Period 1 584
Unaudited Audited as at
As at 31 Dec 2016 AS at 31 Mar 2016
USD'000 USD'000
ASSETS
NON CURRENT ASSETS
Property, Plant & Equipment 187 180
Intangible Assets and goodwill 29 569 27 346
Other Financial Assets 1 472 875
Deferred tax 126 117
TOTAL NON-CURRENT ASSETS 31 354 28 518
CURRENT ASSETS
Trade and Other Receivables 1 234 1 930
Cash & Cash Equivalents 1 584 600
TOTAL CURRENT ASSETS 2 818 2 530
TOTAL ASSETS 34 172 31 048
EQUITY AND LIABILITIES
CAPITAL AND RESERVES
Share Capital 25 576 21 287
Retained earnings 1 763 3 641
Translation reserve 2 178 (347)
IFRS 2 Reserve 1 927 -
TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 31 444 24 581
Non-Controlling Interest - (36)
TOTAL CAPITAL AND RESERVES 31 444 24 545
NON CURRENT LIABILITIES
Interest Bearing Borrowings 2 245 3 139
Employee Reward Scheme - 2 816
TOTAL NON CURRENT LIABILITIES 2 245 5 955
CURRENT LIABILITIES
Trade and Other Payables 462 528
Current tax liabilities 21 20
TOTAL CURRENT LIABILITIES 483 548
TOTAL EQUITY AND LIABILITIES 34 172 31 048
Number of shares in issue 320 423 676 217 133 152 Net asset value per share 0,0981 0,1130
The Group
CMB INTERNATIONAL LTD(“CMB International” or “the Company”)
Incorporated in the Republic of Mauritius
Registration number 132144 C1/GBL
ISIN Code MU0496N00003 SEM Share Code CMBI.N0000 NSX Share Code CMB
Abridged unaudited consolidated financial statements
for the three months and the six months ended 30 September 2016
DIRECTORS COMMENTARY
CONSOLIDATED UNAUDITED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS
NATURE OF BUSINESSCMB International was incorporated on 3 August 2015 as a Category One Global Business License Company. The Company has a primary listing on the Official Market of the Stock Exchange of Mauritius Ltd(“SEM”) and a secondary listing on the Namibian Stock Exchange (“NSX”). CMB International is an investment holding company and aims to invest through its subsidiaries in financial services and investmentbanking businesses in various South African markets. The results pertain to CMB International Group’s (“the Group”) activities in respect of corporate f inance, investment revenue and other f inancial adv isory.
GROUP REVIEW FOR THE QUARTER ENDED 30 SEPTEMBER 2016The Company is pleased to present its results for the quarter ended 30 September 2016.
During the said period, African Rainbow Capital (ARC), a black owned and controlled investment company, invested in a 29,9% share of CMB International. This transaction falls within the scope ofInternational Financial Reporting Standard 2: Share-based Payment (“IFRS 2”) as shares of the entity have been used to purchase goods or services – in this instance, the BEE credentials. This has resultedin an expense of USD 877 792 in the prof it or loss for the said period.
COMPANY OUTLOOKCMB International intends to grow its portfolio of assets, mainly through investments in good quality high-yielding shares and financial instruments, as well as strategic investments into good quality financialserv ices businesses.
NOTESThe Company is required to publish financial results for the three months and six months ended 30 September2016 in terms of the Listing Rule 12.19 of the SEM. Accordingly this announcement presents the financial resultsof the Company in respect of the period from 1 July 2016 to 30 September 2016 and in respect of the period from1 Apri l 2016 to 30 September 2016.
The abridged unaudited consolidated financial statements for the three months and six months ended 30September 2016 have been prepared on the basis of accounting policies of the Company, which are incompliance with the International Financial Reporting Standards. Foreign Currency Translation Reserves arisefrom the net changes in the fair value of the assets in the Company on a US Dollar basis. The abridgedunaudited consolidated financial statements are in accordance with the measurement and recognitionrequirements of IFRS, the requirements of IAS 34: Interim Financial Reporting, the SEM Listing Rules and theMauri tian Securi t ies Act 2005.
The abridged unaudited consolidated financial statements have not been reviewed or reported on by theCompany's external auditors. These financial statements were approved by the Board on 9 th November 2016.
Copies of the abridged unaudited consolidated financial statements and the Statement of direct and indirectinterests of each officer of the Company, pursuant to rule 8(2)(m) of the Securities (Disclosure Obligations ofReporting Issuers) Rules 2007, are available free of charge, upon request at the Registered Office of theCompany at c/o Intercontnental Trust Ltd, Level 3, Alexander House, 35 Cybercity, Ebene 72201, Mauri tius.Contact person: Ms Smitha Algoo
This communiqué is issued pursuant to SEM Listing Rule 12.20 and section 88 of the Securit ies Act of Maurit ius2005. The Board accepts ful l responsibili ty for the accuracy of the information contained in these financialstatements. The directors are not aware of any matters or circumstances arising subsequent to the periodended 30 September 2016 that require any addit ional disclosure or adjustment to the financial statements.
By order of the Board
Intercontinental Trust LimitedCompany Secretary
Perigeum Capital LtdSEM Authorised Representative and Sponsor
PSG Wealth Management (Namibia) (Pty) Ltd, a member of the NSXNSX Sponsor
9th November 2016
The Group
Unaudited
Six months ended
30 September 2016
USD '000
Cash utilised by operating activities (1,650)
Cash generated from investing activities 880
Cash generated from financing activities 2,741
CHANGE IN CASH & CASH EQUIVALENTS 1,971
Foreign exchange movement 42
Cash and cash equivalents at beginning of period 600
Cash and cash equivalents at end of period 2,613
Unaudited Unaudited
Three months ended Six months ended
30 September 2016 30 September 2016
USD '000 USD '000
REVENUE 1,012 2,499
Other expenses (2,879) (4,563)
OPERATING LOSS (1,867) (2,064)
Finance income 54 55
Finance cost (46) (70)
LOSS BEFORE TAX (1,859) (2,079)
Taxation (7) (12)
LOSS FOR THE PERIOD (1,866) (2,091)
OTHER COMPREHENSIVE INCOME FOR THE PERIOD 1,395 1,615
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (471) (476)
Earnings / (loss) per share
Basic loss per share (0.006757) (0.008351)
Diluted loss per share (0.006214) (0.007616)
The Group
Unaudited Audited
As at 30 Sept 2016 As at 31 March 2016
USD '000 USD '000
ASSETS
NON CURRENT ASSETS
Property, plant & equipment 196 180
Intangible assets and goodwill 29,334 27,346
Other financial assets 2,678 875
Deferred taxation 125 117
TOTAL NON-CURRENT ASSETS 32,333 28,518
CURRENT ASSETS
Trade and other receivables 1,295 1,930
Cash and cash equivalents 2,613 600
TOTAL CURRENT ASSETS 3,908 2,530
TOTAL ASSETS 36,241 31,048
EQUITY AND LIABILITIES
CAPITAL AND RESERVES
Share capital 26,422 21,287
Retained earnings 1,514 3,641
Translation reserve 1,269 (347)
BEE Investment reserve 878 -
TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 30,083 24,581
Non-controlling interest - (36)
TOTAL CAPITAL AND RESERVES 30,083 24,545
NON CURRENT LIABILITIES
Interest Bearing Borrowings 2,610 3,139
Employee Reward Scheme 3,011 2,816
TOTAL NON-CURRENT LIABILITIES 5,621 5,955
CURRENT LIABILITIES
Trade and other payables 516 528
Current tax liabilities 21 20
TOTAL CURRENT LIABILITIES 537 548
TOTAL EQUITY AND LIABILITIES 36,241 31,048
Number of shares in issue 320,423,676 217,133,152
Net asset value per share 0.0939 0.1130
The Group
USD '000 USD '000 USD '000 USD '000 USD '000 USD '000 USD '000
Balance as at 3 August 2015 - - - - - - -
Profit for the period - 3,641 - - 3,641 (36) 3,605
Share capital issued 21,287 - - - 21,287 - 21,287
Foreign currency translation reserve - - (346) - (346) - (346)
Balance as at 31 March 2016 21,287 3,641 (346) - 24,582 (36) 24,546
Loss for the period - (2,091) - - (2,091) - (2,091)
Loss of control - (36) - - (36) 36 -
Share capital issued 5,135 - - - 5,135 - 5,135
BEE Investment reserve - - - 878 878 - 878
Foreign currency translation reserve - - 1,615 - 1,615 - 1,615
Balance as at 30 September 2016 26,422 1,514 1,269 878 30,083 - 30,083
Attributable to the owners of the Company
Foreign
currency
translation
reserve Total Total
Non-
controlling
interests
Share
Capital
Retained
Earnings
BEE
reserve
CMB INTERNATIONAL LTD(“CMB International” or “the Company”)
Incorporated in the Republic of Mauritius
Registration number 132144 C1/GBL
ISIN Code MU0496N00003 SEM Share Code CMBI.N0000 NSX Share Code CMB
Abridged unaudited consolidated financial statements for the quarter ended 30 June 2016
DIRECTORS COMMENTARY
CONSOLIDATED UNAUDITED STATEMENT OF FINANCIAL POSITION – 30 JUNE 2016CONSOLIDATED UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHERCOMPREHENSIVE INCOME
CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY
NOTES
CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS
NATURE OF BUSINESS
CMB International was incorporated on 3 August 2015 as a Category One Global Business Licence Company. The Company has a primary listing on the Official Market of the Stock Exchange of Mauritius Ltd
(“SEM”) and secondary listing on the main board of the Namibian Stock Exchange (“NSX”). CMB International is an investment holding company and aims to invest through its subsidiaries in financial services
and investment banking businesses in various Sub-Saharan African markets. The results pertain to the Group’s activities in respect of corporate f inance, investment revenue and other f inancial advisory.
GROUP REVIEW FOR THE QUARTER ENDED 30 JUNE 2016
The Company is pleased to present its results for the quarter ended 30 June 2016.
The loss for the quarter is attributable to a foreign currency loss recorded in the Mauritian operations due to the change in the functional currency from ZAR to USD. The Group’s business revenue is non-
cycl ical and revenue wil l be generated over the remaining nine months of the year.
NSB Investments (Proprietary) Limited and Namfin Trust
On 18 May 2016, the Company, v ia its subsidiary, acquired 100 ordinary shares, representing 100% holding in NSB Investments (Proprietary) Ltd, for a purchase consideration of NAD 11,241,658.
Following the successful subscription of shares by African Rainbow Capital (“ARC”) in the Company, the Board of Directors believes that this strategic alliance with ARC will be beneficial for the Company and
significantly enhance the Company’s abil i ty to compete in the provision of adv isory serv ices and product of ferings in the South African markets, through its subsidiaries.
COMPANY OUTLOOK
CMB International intends to grow its portfolio of assets, mainly through investments in good quality high-yielding shares and financial instruments, as well as strategic investments into good quality financial
services businesses. The Company’s medium term target is to grow its gross asset value to USD 35 million by the end of the financial year ending 31 March 2017, by investing in acquisitions that would
integrate highly qualif ied and experienced human resources into the CMB International Group.
The Company is required to publish its financial results for the three months ended 30 June 2016 in terms of
the Listing Rule 12.19 of the SEM. Accordingly this announcement presents the financial results of the
Company in respect of the three month period from 1 Apri l 2016 to 30 June 2016.
The abridged unaudited consolidated financial statements for the three months ended 30 June 2016 have been
prepared on the basis of accounting policies of the Company, which are in compliance with the International
Financial Reporting Standards. Foreign Currency Translation Reserves arise from the net changes in the fair
value of the assets in the Company on a US Dollar basis. The abridged unaudited consolidated financial
statements are in accordance with the measurement and recognition requirements of IFRS, the requirements of
IAS 34: Interim Financial Report ing and the SEM Listing Rules.
The abridged unaudited consolidated financial statements have not been reviewed or reported on by the
Company's external auditors. These financial statements were approved by the Board on 12 August 2016.
A copy of the abridged unaudited consolidated financial statements and the Statement of direct and indirect
interests of each officer of the Company, pursuant to rule 8(2)(m) of the Securities (Disclosure Obligations of
Reporting Issuers) Rules 2007, is available free of charge, upon request at the Registered Office of the
Company at Level 3, Alexander House, 35 Cybercity, Ebene 72201, Mauri tius.
Contact person: Mr Kesaven Moothoosamy
By order of the Board
Intercontinental Trust Limited
Company Secretary
12 August 2016
SEM Authorised Representative and Sponsor: Perigeum Capital Ltd
NSX Sponsor: PSG Wealth Management (Namibia) (Pty) Ltd, a member of the NSX
USD '000 USD '000 USD '000 USD '000 USD '000 USD '000
Balance as at 1 April 2016 21,287 3,641 (347) 24,581 (36) 24,545
Loss for the period - (275) - (275) - (275)
Loss of control - (36) - (36) 36 -
Ordinary shares issued 704 - - 704 - 704
Translation reserve 56 (254) 221 23 - 23
Balance as at 30 June 2016 22,047 3,076 (126) 24,997 - 24,997
Attributable to the owners of the Company
Foreign
currency
translation
reserve Total Total
Non-
controlling
interests
Share
Capital
Retained
Earnings
Unaudited Audited
As at 30 June 2016 As at 31 March 2016
USD '000 USD '000
ASSETS
NON CURRENT ASSETS
Property, plant & equipment 186 180
Intangible assets and goodwill 27,508 27,346
Other financial assets 851 875
Deferred taxation 117 117
TOTAL NON-CURRENT ASSETS 28,662 28,518
CURRENT ASSETS
Trade and other receivables 1,996 1,930
Cash and cash equivalents 714 600
TOTAL CURRENT ASSETS 2,710 2,530
TOTAL ASSETS 31,372 31,048
EQUITY AND LIABILITIES
CAPITAL AND RESERVES
Ordinary Share Capital 22,040 21,280
Preference Share Capital 7 7
Retained earnings 3,076 3,641
Foreign currency translation reserve (126) (347)
TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 24,997 24,581
Non-controlling interest - (36)
TOTAL CAPITAL AND RESERVES 24,997 24,545
NON CURRENT LIABILITIES
Other financial liabilities 5,470 5,955
CURRENT LIABILITIES
Trade and other payables 880 528
Current tax liabilities 25 20
TOTAL CURRENT LIABILITIES 905 548
TOTAL EQUITY AND LIABILITIES 31,372 31,048
Number of shares in issue 224,719,553 217,133,152
Net asset value per share 0.1112 0.1130
The Group
The Group
Unaudited
USD '000
Cash utilised by operating activities (460)
Cash generated from investing activities 333
Cash generated from financing activities 240
CHANGE IN CASH & CASH EQUIVALENTS 114
Cash and cash equivalents at beginning of period 600
Cash and cash equivalents at end of period 714
Three months ended
30 June 2016
The Group
Unaudited
Three months ended
30 June 2016
USD '000
REVENUE 1,472
Other expenses 1,720
OPERATING LOSS (247)
Finance income 3
Finance costs (24)
LOSS BEFORE TAX (269)
Taxation (6)
LOSS FOR THE PERIOD (275)
OTHER COMPREHENSIVE INCOME FOR THE PERIOD 221
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (54)
Earnings / (loss) per share
Basic loss per share (0.00124)
Diluted loss per share (0.00117)