www.amergeris.com

Prospectus

Building Depot Member Services Curacao B.V.

Registration number: 96054

ANG 2,100,000.00

Fixed Interest Rate of 6.5% per annum

Maturing 30 September 2020

LISTED Senior Secured Bonds – Class C Bonds

Advisor to the Issuer: The Curacao Financial Group N.V. Reg. Number: 127125 Listing Adviser & Underwriter: Amergeris Global Listing & Exchange Services N.V. Reg. Number 60996 Central Securities Depository: SFT Global Custody Foundation. Reg. Number: 109827 Bond & Paying Agent: SFT Bank N.V. Reg. Number: 27484

Date of the prospectus*: June 8, 2016

*this prospectus is valid for Issue of the Class C Bonds only

2 June 8, 2016

DISCLAIMER This prospectus and the accompanying appendices and documents (together the Prospectus) have been prepared by The Curaçao Financial Group N.V. ("CFG") and Amergeris Global Listing and Exchange Services N.V. (“Amergeris”) in connection with the issuance of ANG 2.1 million Senior Secured Bonds (the "Bonds") to be listed on the Dutch Caribbean Stock Exchange. Building Depot Member Services Curaçao B.V. (the “Company” or “BDMS”) has mandated Amergeris to list, structure and manage the issuance of these Bonds. The Prospectus is submitted by Amergeris to brokers, a selected group of banks, institutions and investors in conjunction with the proposed Bonds for the sole purpose of providing information to assist the recipients’ understanding of the Company’s business case and the Bonds. Accordingly, this Prospectus may not be reproduced or used (in whole or in part) for any other purpose, nor furnished to any person other than those to whom copies have been so submitted. This Prospectus is distributed by Amergeris under the express understanding that no representation or warranty, expressed or implied, is made, nor is responsibility of any kind accepted, whether by Amergeris and/or CFG and/or BDMS or by any of its officers, employees, or agents with respect to any information, statements, forecasts, projections, opinions, or comments contained or referred to in this Prospectus or in any accompanying document (the “Information”). No officer, employee, or agent of CFG, Amergeris or BDMS is authorized to make any such representation or warranty or to give any other information in relation to BDMS, its business or the Bonds and if given or made, such representation or warranty or information must not be relied on as having been authorized by CFG, Amergeris or BDMS. The Information has not been independently verified by Amergeris or CFG and only those representations and warranties (if any) made by BDMS in any credit documentation signed by or on behalf of BDMS in relation to the Bonds shall have any legal effect and then subject to such limitations as may be agreed. The Information Memorandum is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by CFG or Amergeris or any other person that any recipient of this Prospectus should invest in the Bonds. Each potential investor must determine (and be deemed to have determined) its own interest in investing based upon such independent investigations, as it deems necessary for the purpose. This Prospectus is made available to potential investors in the Bonds on the strict understanding that it is confidential and personal to each recipient. No recipient of the Prospectus shall be entitled to disclose any Information to any other person or entity except in accordance with the Confidentiality Agreement paragraph of this Prospectus. Recipients shall not be entitled to use any of the Information otherwise than for the purpose set out above. Should any recipient of this Prospectus decide not to participate in the Bonds Issue, the recipient must return the Prospectus to CFG or Amergeris. All forecasts in this Prospectus are illustrative exercises using the assumptions described. The actual outcome may be materially affected by changes in economic conditions and other circumstances that cannot be foreseen. The reliance that can be placed upon forecasts is a matter of commercial judgment. No representation or warranty is made by CFG, Amergeris or BDMS that the estimate contained in the Prospectus will be achieved. In this Prospectus certain agreements are referred to and described in summary form. The summaries do not purport to be complete or, necessarily, accurate descriptions of the full agreements. The distribution or possession of the Prospectus in or from certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by CFG, Amergeris or BDMS to inform them about and to observe the Confidentiality Agreement paragraph. Also, prospective investors’ attention is drawn to the section entitled “Risk and Risk Mitigation” of this document. Neither, the Central Bank of Curacao and Sint Maarten, nor the DCSX have examined or approved the contents of this document. The DCSX has only reviewed the document pursuant to the standard listing requirements for bonds on the DCSX. The Bonds are not dealt on any other recognized investment exchange.

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TABLE OF CONTENTS Subscription Procedures ..................................................................................................................... 4

Corporate Directory .............................................................................................................................. 6

Executive Summary ............................................................................................................................. 7

1. Term & Conditions of the Bonds .............................................................................................. 12

2. Background of Issuer ................................................................................................................. 14

3. Company Structure and Governance ...................................................................................... 16

4. Business Overview ..................................................................................................................... 17

5. Industry Overview ....................................................................................................................... 18

6. Sources and Uses of Funds ..................................................................................................... 19

7. Financial Analysis....................................................................................................................... 20

8. Collateral ...................................................................................................................................... 25

9. Risk Analysis ............................................................................................................................... 25

10. Conclusion ................................................................................................................................. 26

APPENDICES .......................................................................................................................................... 26

I Profiles of Statutory Directors ........................................................................................................ 26

II Audited Financial Statements 2015 ............................................................................................... 26

III Audited Financial Statements 2014 .............................................................................................. 26

IV Copy of the Articles of Incorporation ........................................................................................... 26

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SUBSCRIPTION PROCEDURES

How does it work?

Applications to purchase bonds cannot be made to the Issuer directly. Bonds will be issued to interested investors in accordance with the arrangements in place between the Issuer and the Authorized Brokers, including as to application process, allocations, and payment and delivery arrangements. Interested investors should approach the Authorized Brokers to discuss any application arrangements that may be available. After the closing time and date of the Offer Period, no bonds will be offered for sale (a) by or on behalf of the Issuer or (b) by any of the Authorized Brokers , except with the permission of the Issuer and as long as such sale does not over subscribe the targeted amount of ANG 2,100,000 of this issuance.

Initial Public Offering This public Bonds offering of BDMS via the Dutch Caribbean Securities Exchange (“DCSX”) is bound by the rules and regulation of the DCSX. The DCSX is subject to supervision by the Central Bank of Curacao and Sint Maarten (“CBCS”).

Subscription If an investor decides to subscribe to one or more Bonds under the conditions of this Prospectus, he/she should return the completed and duly signed subscription agreement to his broker. All investors are subject to the client acceptance and compliance policies of the respective broker. Subscription automatically implies the obligation to pay for the Bonds allotted to the investor, plus a subscription fee of 1.5%.

Authorized Brokers

The authorized brokers are Amergeris Global Listing & Exchange Services N.V. (Lead), Maduro & Curiel ‘s Bank N.V. and Banco Di Caribe N.V. (the “Authorized Brokers”)

Allotment BDMS has the right to proceed with the issue even if the total amount of bonds will not be placed. Within 10 business days after the closing of the subscription period on August 31, 2016, the Authorized Brokers will receive a notification about the number of Bonds allotted to them. The Authorized Brokers will have the responsibility to inform their clients of their corresponding allotment and collect corresponding funds for the investment. The Authorized Brokers should also inform their clients in case of no allotment.

Allotment Methodology In order to ensure a fair allotment process and create a ‘level playing field’ as much as possible, allotment will take place pro rate parte. This means the individual subscription ‘share’ will be determined as a function of the total subscription volume. E.g. If the total subscription volume has become ANG 10 Million, an individual subscription of ANG 200,000 would imply a 2% share of the total subscription volume. The 2% will be applied to the total Issued amount: 2% * 2.1 Million = 42,000. After rounding up, 1 Bond of ANG 50,000 can be allotted. The Authorized Brokers reserve the right to make exceptions without prior notice, e.g. to be able to service smaller investors.

Payment Investors should make sure there are sufficient investable liquidities in the account with their Authorized Broker(s). The amount due includes the subscription fee of 1.5% and the applicable Value Added Tax rate (“O.B.”) over such subscription fee.

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Issuance On the Start date of the Bond - being October 1, 2016 - the Central

Depository and Custodian of the DCSX will proceed with the electronic registration (“dematerialization”) of the Bond(s) and issue registration confirmation to the Authorized Brokers. The investor receives a registration notification from his Broker. There will be no physical Bonds.

Management & Coupon Payments

The Bond agent will monitor if BDMS complies with all their obligations and will look after the investment of the investors. The exact responsibilities are stated in the bond agent agreement. The paying agent will take care of coupon payments through the Central Securities Depositary each period.

Amendment & Cancellation BDMS has the right to amend the guidelines mentioned above to its own discretion. BDMS also has the right to cancel the Issue without prior notification or further explanation. Bonds that may have been allotted will be regarded as not allotted. And BDMS will not compensate any investor for possible costs in connection with the decision to subscribe or with the subscription itself.

Frequently Asked Questions

How many Bonds will be issued to investors?

42 bonds with a Face Value of ANG 50,000 each.

Offer Period An offer of the bonds may be made by the Authorized Brokers in Curacao during the period from the 6th of June 2016 10:00 AM, up to and including the 31th of August 2016, 4:00 PM.

Is there a minimum or maximum amount of Bonds that I can apply for?

Minimum to be decided by the Authorized Brokers. The maximum is 42 bonds.

What is the amount of any expenses and taxes specifically that will be charged to me?

A subscription fee of 1.5% plus taxes on such subscription fee (Value Added Tax or “OB”) will be charged to you plus any advisory and/or administrative Expenses if you have engaged an investment advisor.

Can I sell my Bond(s) to another investor?

Yes, your bond(s) can be sold or ‘traded’ via the DCSX after the official trading start date of October 1, 2016. Upon your subscription, you confirm to be aware of the fact that any and all rights in connection with Bond(s) traded, will be transferred from the seller to the buyer upon settlement of the trade.

What happens if BDMS discontinues operations and/or cannot repay the principal?

There is no principal protection. This means that in theory it’s possible that the bond (the loan) cannot be paid back by BDMS and the investor loses his money. That is called ‘debtor risk’. One of the important objectives of the Prospectus is to help the investor assessing the debtor risk. In case of full default the collateral may provide for compensation. Please refer to the section on collateral for more information.

Where can I find possible updates to the information in the Prospectus?

Once listed, the issuer has ongoing publication obligations. Any information that can reasonably be expected to have significant impact on yield, pricing, trading volume and the financial situation of the issuer will be reported to the DCSX via the Listing Advisor. DCSX will inform the brokers and publish the news on its website www.dcsx.cw.

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CORPORATE DIRECTORY i. Issuer name, address, telephone

number and website Building Depot Member Services Curaçao B.V. Incorporated on the 17th of December 2004 Chamber of Commerce nr: 96054 Address: Erieweg z/n, Willemstad, Curaçao Telephone: (+5999) 4613233 Website: www.building-depot.com (the “Issuer”)

ii. Names, addresses and occupations of all directors (including executive and nonexecutive directors) and, if applicable, to specify who are independent directors;

Executive 1. Peter Luiten – CEO - General Affairs 2. Roderick Lucia – CEO - Commercial Affairs

Note: Address of the directors is similar to the business address of the Issuer.

iii. Legal Counsel Spigt Dutch Caribbean Attorneys at Law and Tax Advisers Scharlooweg 33 Willemstad, Curaçao T +5999 461 8700 Website: www.spigtdc.com Contact person: Mrs. M. Bergervoet

iv. Bond Agent v. Paying Agent

vi. Security Agent / Trustee

SFT Bank Schottegatweg Oost # 44, P.O.Box 707 Willemstad, Curaçao Tel: +5999-7322900 Website: www.sftbank.com Contact person: Mr. A. Hammoud SFT Global Custody Foundation Schottegatweg Oost 44 Willemstad, Curacao Tel: +5999 732 2900 Contact person: Mr. A. Hammoud

vii. Arranger & Manager The Curaçao Financial Group N.V. Pos Cabai Office Park Unit # 5 Schouwburgweg z/n Willemstad, Curaçao Tel: (+5999) 737 2025 Website: www.curacaofinancialgroup.com Contact person: Mr. B. Bhojwani

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viii. Listing Advisor Amergeris Global Listing & Exchange Services

Pareraweg 45 P.O. Box 4914 Willemstad, Curacao Tel: (+5999) 434 3500 Website: www.amergeris.com Contact person: Mr. F. Lammers

ix. Authorized Brokers Amergeris Global Listing & Exchange Services (Lead) Pareraweg 45 P.O. Box 4914 Willemstad, Curacao Tel: (+5999) 434 3500 Website: www.amergeris.com Contact person: Mr. F. Lammers e-mail: f.lammers@amergeris.com Maduro & Curiel’s Bank N.V. Plasa Jojo Correa 2-4, P.O. Box 305 Willemstad, Curaçao Telephone: (599-9) 466-1111 Website: www.mcb-bank.com Contact person: Mr. D. Krijt

e-mail: daniel.krijt@mcb-bank.com

Banco di Caribe N.V. Schottegatweg 205 Willemstad, Curacao Telephone: (599-9) 432 3200 Website: www.bancodicaribe.com Contact Person: Mr. G. de Kort e-mail: Gerardo.dekort@bancodicaribe.com

x. Auditor Deloitte Dutch Caribbean Berg Arrarat Willemstad, Curacao Tel: (+5999) 433 3333 Contact Person: Mrs. S. Lans

Description of Amergeris

Amergeris is a licensed company in Curacao acting as a prime listing agent and broker on the DCSX. The core business is to coordinate and manage the pre- en post listing processes of securities on the DCSX. Amergeris plays a defining role for both issuers and investors, because it makes sure 1. The issuers listing application can be handled by DCSX the Listing Committee; 2. The issuer has the said for the investor relevant (collateral) documents in place; 3. Once listed, the ongoing (information) obligations of the issuer towards the exchange are met.

In order to fulfil this role, Amergeris:

Undertakes extensive due diligence on a company considering to list securities on the DCSX;

Provides guidance throughout the flotation process;

Prepares the company for being on the (public) market;

Helps preparing the DCSX admission documentation, including the Prospectus;

Acts as liaison between the company and the DCSX once the securities are listed;

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EXECUTIVE SUMMARY

Purpose

Building Depot Member Services Curaçao B.V. (“Member Services” or “BDMS”) is seeking funding of ANG 2.1 million in the form of Senior Secured Bonds from investors to finance the growth of the retail consumer financing arm of the Building Depot Group. This issuance of listed bonds follows a successful issuance of unlisted bonds in 2015, in which the company was able to raise ANG 6.9 million through institutional and private investors. BDMS accounts for a substantial amount of the sales of Building Depot Trading B.V. (retail operations at Zeelandia) and is therefore a cornerstone for the future growth of the Group.

Background

BDMS is allowed by the Central Bank of Curacao and St. Maarten to grant retail financing up to a maximum obligor borrowing amount of ANG 5,000. BDMS is part of the Building Depot Group of Companies in Curacao. The main activity of Building Depot is the retail sale of household goods, furniture, white goods, hardware and building materials. These retail activities are conducted from Building Depot Trading B.V. that employs over 125 employees and conducts its business from one large Megastore complex located in Zeelandia. Since the inception of Building Depot in 2004, Management recognized the value of offering their customers easy access to consumer financing to fund their (larger ticket items) purchases at the retail store. The breakthrough came in 2005, when Do It Best Corp. of the United States (www.doitbest.com) introduced a consumer financing software program for its member companies. Building Depot in Curacao is also a ‘shareholder member’ of Do It Best and received the cooperation to start a similar financing program for its customers in Curacao, which was launched in the form of Building Depot Member Services B.V. The exponential growth of Building Depot Member Services B.V. (BDMS) during the last 10 years has also been an important contributor to the growth and success of Building Depot. BDMS has provided financing solutions to over 25,000 customers of Building Depot Trading B.V. and continues to be viewed as the most efficient and hassle free option in the market (when compared to banks and other consumer lending companies).

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Repayment

Since inception in 2005, BDMS has exhibited profitable years and has grown organically with the support of funding from shareholder loans for the expansion of the credit portfolio (loan receivable balances or “Receivables”).

Income Statement – Historical Financial Information

The decline in Revenues in 2013 and 2014 clearly reflect the effects of the fire of May 2013 that destroyed the entire and only retail complex of Building Depot at Zeelandia. As sales of Building Depot Trading B.V. decreased, so did the amount of credit extended. There was quite a significant recovery in the final 2 months of 2014 when the new Megastore opened its doors. Loan Receivables increased to record 2012 levels (when compared on a month-to-month basis). The delayed effect of interest earned is visible in 2015 results. The revenues in 2015 were 35% higher compared to the year 2012, the last full year of operation before the fire, in large part due to the successful ANG 6.9 million Bond Issuance (Class A and B bonds) which significantly increased the funding for BDMS in the last four months of 2015.

On the other hand, expenses increased as well, but a significant part of the general expenses had a

one-off character (incidental), ANG 177,000. Without these expenses, net profit would have been ANG

494,000.

The forecasted growth as a result of deploying the funding from the Class C Bonds will keep pace with

forecasted repayment of interest, and bullet repayment of principal of the original principal (ANG 2.1

million). See table on next page for the forecasted results.

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Income Statement – Forecast 2016 - 2024

Almost all (>95%) receipts of BDMS are in the form of standing order remittances directly to BDMS bank accounts. Customers are required to sign these standing order agreements at the onset of any credit granted by BDMS. The Bond Agent will have at its disposition a Debt Service Reserve Account of the equivalent of 6 months interest payments (approx. ANG 350k at the onset) for the entire term of the bonds. Interest Coverage ratio remains above required 2.5x at all times.

Equity

See chart below for the development of the Equity of BDMS since inception (2016 is forecast).

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Collateral Value

The repayment is secured by a portfolio of loan receivables from 6,900 borrowers, each having an outstanding loan amount of less than ANG 5,000. At the onset, the collateral coverage for Bondholders (Total Loan Receivables and Cash divided by the outstanding Bond principal) is over 130%.

The quality of Receivables is closely guarded by sound credit granting procedures and an expeditious collections department that have insured very low overall delinquencies to less than 1% historically.

Ownership, Management & Corporate Governance

The share capital of BDMS consists of voting profit-sharing (A) shares and non-voting profit sharing (B) shares. Any change and/or decision in connection with these rights, such as but not limited to alteration of the rights, distribution of dividends, capital, issuance of additional shares and transfer of rights is subject to approval of the General Meeting of Shareholders. Ownership details can be found in the structure chart on page 17. Actions required to change voting rights or take other decisions with material impact are described in the articles of association which are filed with the DCSX. The Articles are attached to this Prospectus as Appendix IV. All members of the Management Team of BDMS have been with the company since inception 10 years ago, and will continue to support the company for the future. Furthermore, under the Bond Agency Agreement, the Bond Agent (SFT Bank) will conduct an Annual General Bondholders Meeting to review the progress of the company and safeguard the interests of Investors in this bond issuance.

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1. TERM & CONDITIONS OF THE BONDS

Amount Up to ANG 2.1 million

Denominations ANG 50,000

Minimum Purchase 1

Callable No

Publicly Traded on the DCSX

Yes

Term 4 years

Interest 6.5% per annum

Inception (Start) Date October 1, 2016

Interest payment Quarterly, commencing on 31th of December 2016.

Principal Repayment Bullet repayment of principal at maturity (September 30, 2020)

Subscription Fee 1.5% due to the Underwriter, payable by Investors. The Underwriter will share with the Arranger on a 50/50 basis.

Purpose New funding for growing consumer finance business of BDMS

Bond Availability The funds will be made available to BDMS on the inception date, being October 1, 2016.

Collateral Outlines 1. Pledge on Account Receivables

2. Pledge on Debt Service Reserve Account

3. Pledge on Movable Assets

4. First Loss Payee on relevant insurance coverage

The collateral is shared pari passu among all bond holders. The leading Authorized Broker shall ensure the collateral is put in place properly.

Interest Coverage Ratio Not less than 2.5x at all times as defined in the Bond Agreement, monitored by the Bond Agent. “Interest Coverage Ratio” means, for each year and in respect of the Group on a consolidated basis, EBIT divided by Interest Expenses paid on all Debt “EBIT” means the net profit of the Borrower (consolidated):

1. plus corporation tax or other taxes on income or gains;

2. plus net interest expense and amounts in respect of interest

which are accrued and not payable;

3. plus extraordinary and/or non-operational costs, and charges

less extraordinary and/or non-operational income or gains;

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Tax on the interest payment

Since the beginning of 2015, income from investments including interest payments on Bonds, is subject to a special tariff of 19.5%. This is favorable compared to the common progressive income tax applied before. BDMS will not withhold the tax and the Investor should report the interest income to the local tax authority. Please note this is not a (personal) fiscal advice. We advise you to consult your tax advisor prior to your investment decision, especially when you are a foreign investor living abroad.

Terms and Conditions As customary for this type of bond issuance, including but not limited to the following:

1. No change in ownership of the Borrower, unless approved in writing by the Agent, which shall not be unreasonably withheld.

2. No dividends paid without prior written consent of Bond Agent, which shall not be unreasonably withheld.

3. Continuation of all necessary permits, licenses and documentation of BDMS.

4. All necessary Shareholder and Board of Supervisory Directors approvals

5. Completion of all necessary steps to perfect Bondholders’ collateral position by the Bond Trustee.

6. Insurance and other risk mitigation as may be reasonably determined by Bond Agent.

Debt Service Reserve Account

BDMS will hold, and the Bond Agent will monitor a Debt Service Reserve Account at SFT Bank with a minimum balance equivalent to 6 months interest payments due to Bondholders at all times during the life of the Bonds.

Material Adverse Effect Since the date of the most recent Financial Statements, there has been

no change in its business, assets or financial condition that is likely to

have a Material Adverse Effect. means a material adverse effect on: (a)

the business, financial condition or operations of the Issuer and/or the

Group (taken as a whole), (b) the Issuer’s ability to perform and comply

with its obligations under any of the Finance Documents to which any

of them is a party; or (c) the validity or enforceability of any of the

Finance Documents.

Governing Law & Jurisdiction

Curacao

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2. BACKGROUND OF ISSUER

The exponential growth of Building Depot Member Services Curacao B.V. (“BDMS”) during the last 10 years has also been an important contributor to the growth and success of Building Depot. BDMS extends credit to customers of Building Depot and it now accounts for a substantial amount of total sales generated in Building Depot Trading. BDMS has provided financing solutions to over 25,000 customers of Building Depot Trading B.V. in the last 10 years.

History of the Group

Building Depot Curacao was established in 1999 by founder Mr. Rodney Lucia, after it was decided to reorganize the Lucia Group of Companies (in existence since 1977) and focus on the growing business of retail of hardware, building materials and, more recently, household goods. Building Depot successfully transformed itself from a loss making production-based company in 2002 to a profitable Retail Outlet for Hardware, Building Materials and Household goods. The number of employees grew from 25 to 140. The store begun with a space of merely 2,000m2 and has grown over the years to now >19,000m2. Building Depot is now a major player in the industry and profiles itself as the biggest home improvement store in Curacao. During this period, almost all profits were reinvested in the company to fund the growth. A large part of the real estate was acquired with long term loans from financial institutions. Building Depot now owns all its real estate (through Building Depot Curacao B.V.) in Zeelandia (Megastore and Drive Thru) and Brievengat (warehouse).

Fire of May 2013 and opening of new Mega store in November 2014

On the evening of May 16th, 2013 the entire shopping center of Building Depot at Zeelandia burned down by an unknown cause. The fire destroyed more than 9,000 m2 of retail space and 4,500 m2 of storage and impaired all operations of the Building Depot Holding.

15 June 8, 2016

Immediately after the fire, the recovery process started. In about 1.5 years, a new Megastore could open to the public. In this new store, BDMS has a more visible client desk, stimulating the provision of financing solutions to a greater number of customers.

The Curacao Growth Fund Considering the toll that the Fire had taken on the finances of Building Depot and the cost overruns during the rapid construction period, Shareholders and Management of Building Depot embarked on a search for a strong Equity partner. On 31st December 2015, the company was successful in executing the sale of a significant amount of the shares in Building Depot Holding N.V. to the Curacao Growth Fund, which provided the entire group with much needed liquidity to improve its balance sheet and working capital to healthier levels. This was approved by all Lenders of the Building Depot Group.

Membership & Alliances

Building Depot is a member of the USA based Do It Best Corp. Do it Best serves 3,800 member-owned locations throughout the United States and in 53 countries. They are the leading US-based full-line, full-service, member-owned distributor of lumber, hardware, and building materials products in the home improvement industry. In addition to low up-front prices, Do it Best provides its members with consistently high year-end rebates. This enables them to reinvest in their stores by expanding merchandise selection, adding additional locations, and making capital improvements.

Each store is serviced from one of eight Do it Best distribution centers around the United States, but can also get products directly from the manufacturer. The stores have joined together as part of the Do it Best cooperative to buy in huge volume to offer members lower prices. Building Depot also has an alliance with Leen Bakker of the Netherlands. Leen Bakker is a Dutch chain of furniture and interior stores. Leen Bakker has more than 110 branches throughout the Netherlands and 60 in Belgium. The company is part of the Blokker Holding. Blokker Holding is active in twelve countries and has a total of 2,939 branches with different chains, and a turnover of > EUR 3 billion. The supplier relationship with this firm adds a significant depth in sourcing a variety of items and brands that are popular with the Dutch taste of the Curaçao market that includes: lawn & garden, toys and home improvement.

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3. COMPANY STRUCTURE AND GOVERNANCE

Group Structure

The new group structure was completed in 2009 to effectively split up the activities of the Group as follows:

1. Building Depot Trading B.V.(“BDT”) : Retail activities of Building Depot

2. Building Depot Curacao B.V. (“BDC”) : Real Estate ownership & management

3. Building Depot Member Services B.V.(“BDMS”) : Financing to retail clients

The shares of Buildig Depot Holding N.V. are in hands of the Stichting Administratiekantoor Lucia Group Belangen (“LGB”) and the Curacao Growth Fund. It is important to note that although BDMS is minority owned (48%) by the Building Depot Holding N.V., the main activity and purpose is to support the retail trade of Building Depot Trading B.V.

With the majority of the shares of BDMS Curacao held by others then Building Depot Holding N.V.,

management confirms that the necessary checks and balances are in place to avoid conflicts of interest.

Management furthermore confirms there are no other material contracts in place with either third or

related parties that may have an effect on the financial results of the company.

Structure Chart

Management

The management of all group companies is in hands of Mr. Roderick Lucia and Mr. Peter Luiten Individually they have over 15 years of service with the Group, and also form part of the Management of BDMS and have proven their competence in successfully navigating the company through its growth period since inception in 2005. Profiles of them are available in Appendix I.

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4. BUSINESS OVERVIEW

The core business of Building Depot Member Services is the provision of financing to clients of Building Depot Trading B.V. (the principal retail operations of the Group). The credit extended to the shoppers of Building Depot Trading is done in 3 forms:

1. Financing “Bon Vouchers” or “Bon Campaigns” 2. Installment loans (5-36 month) 3. In-store Credit Cards

The composition of the income for Member Services consists of the main following sources:

1. Finance costs/ interest paid by Building Depot Trading B.V. to Member Services for each sale completed through a financing solution.

2. Finance costs/ interest paid by customers.

Finance costs/interest paid by Building Depot Trading

The finance costs and interest that Building Depot Trading pays to BDMS to cover for the relatively high cost of granting small credits to the public.

Finance cost/ interest paid by customers The financing through bon vouchers is explained in the below graph.

Start here

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INSTALLMENT LOANS DIRECTLY THROUGH BDMS An alternative to the above Bon Voucher financing is that the customer borrows directly from BDMS through its Installment Loans offerings that carry an average interest rate of 2.0% per month / 24.0% per annum.

Procedures

The procedures of Members Service are similar to that of a traditional bank personal loans department.

Figure 2 - Credit Process at BDMS

Clients, after being made aware of the financing options through the marketing efforts, are made to go through a thorough yet efficient intake process by filling out applications personally or through the newly launched website: www.memberservicescuracao.com. The application is reviewed and approved by on-site managers that have extensive experience in granting credit and use their sources for checking the credit history of each applicant. After the client has been granted the approved credit, the collections phase of the consumer lifecycle starts. Collections has been the strongest success factor for BDMS. The quality of receivables are maintained throughout the process by first ensuring that only the most creditworthy clients are granted a loan. Furthermore, clients are required to sign a standing order form for the repayment of the monthly obligations (principal and interest). Each consumer loan is secured by the underlying product(s) that are purchased. As a matter of fact, BDMS maintains ownership of the product until the loan has been fully repaid. If standard collection procedures are not successful, the BDMS collections department has the right to repossess the articles that were financed. This has been done rather infrequently, historically resulting in low write-offs.

5. INDUSTRY OVERVIEW

Consumer finance is a concept that has been developing since the end of World War II, with the aim of providing consumers with convenience and security and receiving customer loyalty in return. It has evolved into something that is popular across the globe since its results have been advantageous to all parties involved. This concept introduced retailers to the idea of lending directly to consumers. In doing so however, retailers must find other funding sources necessary for extending these programs than the traditional banking channels.

2. Approval

3. Collections

1. Intake

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Why offer Consumer Financing Programs?

There are a few reasons to offer consumer financing programs but the most important one, especially for retailers, is to build customer loyalty. As previously mentioned, programs like these make a customer’s shopping experience more convenient, which in turn will ensure that a customer will return, thus creating increased sales to the same customer (less expensive than acquiring new customers) which will translate into greater profit margins for the retailers. These programs allow companies to make attractive promotional offers for customers who are in possession of their store cards. These can include special discounts, a decrease in delivery period, or free delivery, just to name a few.

Competitor Analysis

One would think that banks are a natural competitor for BDMS and other types of consumer financing options. This is not entirely true. Because of the specifics of the Central Bank of Curacao and St. Maarten (CBCS) license granted to BDMS, BDMS is only allow to lend up to a maximum of ANG 5,000 to any one client. On the other hand, Banks usually prefer to advance larger amounts to their clients, which is the opposite of what consumer financing programs offer. They focus on offering small amounts of credit to lots of consumers. As the Compliance and Anti-Money Laundering and general red tape increases with banks, the cost to process a loan request of on average ANG 1,500 becomes unattractive for commercial banks. Furthermore, at BDMS the financing is granted for a specific purpose to purchase product(s) at Building Depot, with a specific right to repossess the larger ticket durable goods.

6. SOURCES AND USES OF FUNDS

The fresh proceeds of the Bond Issuance will be utilized fully toward the additional granting of consumer credit to Building Depot Member Services existing and new members which in turn are shopping customers of Building Depot Trading B.V. Prior to this issue of ANG 2.1 million, the company successfully raised ANG 6.9 million in 2015. The 2 shareholders Elvey Technologies and Jeltim Financiering S.A. which together hold the majority (52%) of the shares of Building Depot Member Services B.V. together hold ANG 2.6 million of Senior Secured Bonds as well.

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7. FINANCIAL ANALYSIS

Income Statement

Below is a snapshot of the historical financial information based on Annual Reports audited by Deloitte Dutch Caribbean. All years carried an unqualified opinion. Copies of the Audited Annual Reports of 2014 & 2015 are attached as Appendices II and III to this Prospectus respectively.

Income Statement – Historical 2011 – 2015

Comments on Profit & Loss

Cost of sales reflect the total sales by Building Depot Trading B.V.

Revenues in 2013 reflect clearly the effects of the Fire of May 2013. As Sales of Building Depot

Trading B.V. decreased so did the amount of credit extended in BDMS. However, there is quite

a significant recovery in the final 2 months of 2014 when the new Megastore opened its doors.

The Loan Receivables increased dramatically to reach almost record 2012 levels (when

compared on a monthly basis), see the Balance Sheet below. Notable is that even in the 18

months following the Fire, BDMS was able to remain profitable with a significantly reduced

Sales level of its major constituent, Building Depot Trading B.V. which was only operating an

Outlet Store at Santa Rosaweg of 1,500m2 and the Drive Thru building at Zeelandia.

The buoyant demand for credit continued well in 2015. Net revenues almost doubled.

On the other hand, expenses increased as well, but a significant part of the general expenses

had a one-off character (incidental).

Financial expenses have increased because of the debt raised by BDMS (in order to grow its

portfolio of receivables).

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Taxes

Building Depot Member Services B.V. has been exempted from paying any profit taxes, as confirmed by a Tax Ruling.

Balance Sheet

The Fire of May 2013 also carried on into the balance sheet below for the year 2013 as sales of Building Depot Trading B.V. decreased so did the amount of credit extended and the outstanding Receivables balances.

Balance Sheet – Historical 2011 – 2015

As business for Building Depot Trading declined dramatically after the Fire, the loans were being redeemed faster than new loans underwritten hence the cash balances started increasing rapidly which was used to pay down Shareholders’ Loans. This effort was done to reduce the interest expense on the Shareholder Loans that would have negatively impacted the Operating Results of BDMS. By the end of 2014, the Receivables balances were back up to record 2012 levels, which confirms the strong demand for this very unique service of Building Depot. At the end of 2015, total outstanding receivables are close to ANG 8.0 million.

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Forecasted Financials

Income statement – Forecasted

- Net revenues will increase from a forecasted ANG 2.5 million in 2016 to ANG 4.0 million in the

year 2024.

- This growth will be achieved through extended funding available, a more visible position of

BDMS in the Megastore and more marketing/advertising (which was very limited in the past).

- In 2016, the total amount of issued new term loans > 2 years will increase with 50% compared

to 2015, based on the above mentioned development of new requests for long term loans and

increased funding available.

- From 2017 onwards, all revenue categories will increase by a modest 1.5-2% annually on

average, except for the category “Bonnen campaign”, which will decrease by 2% annually. This

is driven mainly by the fact BDMS interest rates on direct loans are cheaper than buying

merchandise through Bon Vouchers. Nevertheless, the Bon Vouchers will remain popular as

they extend credit to parts of the market that do not qualify for a consumer loan from BDMS.

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Balance Sheets – Forecasted

- Because of the significant growth of credit granted in the year’s 2015 to 2017, total loans outstanding (receivables) will be ANG 13 million at the end of 2017.

- The free cash flows in the forecasted time frame will be more than sufficient to pay interest to

all bondholders on a quarterly basis and to repay the bonds when they are due.

- It is the intention of management to maintain the level of outstanding bonds at 9.0 million. When a class of bonds is due for repayment, BDMS will issue a new class of bonds to replace the class of bonds being repaid.

- Loan to Related Parties refers to the current account relationship with Building Depot Trading

B.V. that has been inherent in the nature of BDMS from inception. As demand for consumer credit grew, BDMS financed the increased working capital needs for Trading to build up the inventory levels. However, since Trading improved its working capital position dramatically at the end of 2015, the requirement for the intercompany relationship will diminish.

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Cash Flow - Forecasted

According to this forecast, the cash balance of BDMS will always be more than sufficient to service the outstanding bonds, while generating healthy dividends for the shareholders. In case of adverse developments, dividends will be decreased.

Ratios – Forecasted

- The solvency ratio (equity divided by total assets) will gradually increase from 27% at the end of 2015 to 47% at the end of 2024.

- Return on equity is stable around 30% within this timeframe.

- The current ratio (current assets divided by current liabilities) will always be higher than 4.4,

which is very healthy. The current assets (portfolio of consumer loans) have a faster turnover ratio than the liabilities which all longer term repayment structure of 4-8 years.

In addition to the above, owing to the specific nature of profit/cash flow projections, Investors should take note of the fact that projected financial information is prepared in house on the basis of hypothetical assumptions, and that actual events may differ from those assumed, and may materially affect the financial information projected.

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8. COLLATERAL

Bondholders have a secured pledge on all Receivables of BDMS, meaning all loan receivables. The quality of these Receivables are of a high nature, as BDMS has a historical default rate of less than 1%. BDMS is able to keep this default rate low because it maintains the Fiduciary Ownership of all products sold through BDMS financing options until the debt is paid off. The Pledge will be perfected and registered with Tax Inspectorate.

The Receivables are currently being collected for > 95% through standing orders of borrowers that are signed at the moment of receipt of financing. The collateral coverage is higher than 125% at all times, while gradually increasing from 130% in 2016 to 182% in 2024.

9. RISK ANALYSIS

Receivables Risk

There is a risk that individual borrowers of Building Depot Member Services will not repay their loan obligations in a timely fashion and losses will be incurred. This risk has proven to be limited as the collection risk for Bon Voucher credits lies completely with the Bon companies. The default ratio on this financing has always been 0%. In addition, Building Depot Member Services only deals with the 4 largest and most respected of these companies, some of which have been around for over 50 years. The delinquency ratios for direct lending to consumers has averaged below 3% since 2006 and is based on the Standing Order repayment by consumers and relative ease in repossessing items that were bought on credit. The delinquency ratios on Credit Cards of BDMS have averaged around 3%.

Liquidity Risk

There is a constant balancing act that is required by the Management of BDMS to ensure there is sufficient liquidity to continue providing credit to the most loyal customers of Building Depot. Up to 2015, the funding needs were provided by the 2 largest shareholders, Jeltim Financiering and Elvey Technologies S.A. and the remainder was funded through profit growth of the company. Since the successful issuance of Class A and B bonds in 2015, the funding base has grown and the majority is from institutional investors in the Dutch Caribbean market. The flipside of the Liquidity issue also poses a risk. That is a situation where Building Depot Member Services cannot deploy the capital acquired through the bond issue. In that case BDMS has the option to return the funds to bondholders without refinancing these funds.

Regulation Risk

Consumer lending is regulated by the Curacao Government. CBCS granted BDMS the necessary dispensation pursuant to Article 45, paragraph 2, of the National Ordinance on the Supervision of Banking and Credit Institutions 1994.

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10. CONCLUSION

Bondholders have a unique opportunity to participate in bond backed by a strong issuer with a proven (and audited) track record of 11 years of profits. Bondholders can rely on healthy risk parameters for repayment of interest and principal:

A projected Interest coverage ratio of a least 2.7x in the first year of full operations (2016) and

increasing to 4.4x by 2020.

Committed shareholders that have also provided funding to the company through Equity and

Debt to a total amount of ANG 5 million.

A borrower that has a license and is regulated by the Central Bank of Curacao and St. Maarten.

The proven track record of the Management of BDMS since 2006 in delivering profitable years

and not one single loss making year.

APPENDICES

I Profiles of Statutory Directors

II Audited Financial Statements 2015

III Audited Financial Statements 2014

IV Copy of the Articles of Incorporation

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