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EVACO LTD
Listing Particulars
09 June 2016
ISIN: REF: LEC/P/18/2016
In respect of the listing by private placement of 169,050 five-year redeemable secured floating rate notes due 2021 at an issue price of MUR 1,000 each, representing a total amount of MUR 169,050,000.
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EVACO LTD (“EVACO” or the “Issuer” or the “Company”)
Company Registration Number 40742 and BRN C06040742
Incorporated under Section 24 of the Companies Act 2001 (“the Act”) on the 3rd of April 2002 in the Republic of Mauritius. Registered Office Address: Rivière Citron, 20101, Arsenal, Mauritius.
LISTING PARTICULARS
In respect of the admission to listing of 169,050 five-year redeemable secured floating rate notes of a principal value of MUR 1,000 each by way of private placement. This document is neither an invitation nor offer to purchase to subscribe for Notes issued by EVACO. This document is issued for the purpose of giving information in relation to the application made by EVACO and includes an overall view of the activities of EVACO. It is intended only for qualified investors and to the person to whom it is addressed and is not to be redistributed, reproduced or used, in whole or in part, for any other purpose. Neither the Listing Executive Committee (“LEC”) of the Stock Exchange of Mauritius Ltd, nor the Stock Exchange of Mauritius Ltd (“SEM”), nor the Financial Services Commission (“FSC”) assumes any responsibility for the contents of this document. The LEC of the SEM, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof.
The SEM, the LEC of the SEM and the FSC do not vouch for the financial soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it.
A copy of these Listing Particulars has been filed with the FSC. Dated: 09 June 2016
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Declaration by Directors These Listing Particulars (“LP”) include particulars given in compliance with the SEM Rules governing the Official Listing of Securities for the purpose of giving information with regards to the Issuer. The Issuer or where applicable, the Directors, whose names appear in clause 6.3, collectively and individually accept full responsibility for the accuracy or completeness of the information contained in these LP and confirm having made all reasonable enquiries and that to the best of their knowledge and belief, there are no other facts the omission of which would make any statements herein misleading.
Application for the listing of the five-year redeemable secured floating rate notes of EVACO has been made to the SEM for the admission to listing of the Notes on the Official Market of the SEM under Chapter 18 Part B of the Listing Rules. These notes are targeted by private placement towards qualified investors who are knowledgeable and understand the risk of investing in such specialist debt instruments.
We, being the directors of EVACO, collectively and individually accept full responsibility, for and on behalf of the Board of Directors, for the accuracy and completeness of the information contained in this
document. Where applicable, to our best knowledge and belief and after making reasonable inquiries, this
document complies with the Listing Rules of the SEM and the Securities Act 2005, or any rules or
regulations made under the Act as applicable. Mr. Arnaud MAYER Chief Executive Officer
Mr. Enrico GÉBERT Group Finance Director
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Table of Contents
Salient features of the Notes ......................................................................................................... 10 1.
Terms and conditions of the Notes ................................................................................................ 13 2.
About the Issuer ..................................................................................................................................... 13 2.1
Rationale behind the Issue of Notes ...................................................................................................... 13 2.2
Application of the Notes proceeds ........................................................................................................ 13 2.3
Terms and Conditions ............................................................................................................................ 14 2.4
Interest rate ........................................................................................................................................... 14 2.5
Covenant to Repay and Payments ......................................................................................................... 15 2.6
Redemption ............................................................................................................................................ 16 2.7
Taxation .................................................................................................................................................. 16 2.8
Event of Default ..................................................................................................................................... 17 2.9
Secured Notes ...................................................................................................................................... 17 2.10
Fair Value ............................................................................................................................................. 18 2.11
Further issues ....................................................................................................................................... 18 2.12
Register ................................................................................................................................................ 18 2.13
Transfer of Notes ................................................................................................................................. 19 2.14
Guarantee ............................................................................................................................................ 19 2.15
Certificates to be final .......................................................................................................................... 19 2.16
Exclusion of rights ................................................................................................................................ 19 2.17
Notices ................................................................................................................................................. 19 2.18
Noteholders’ Representative and meetings of Noteholders ............................................................... 20 2.19
Amendments to Terms and Conditions ............................................................................................... 20 2.20
Prescription .......................................................................................................................................... 20 2.21
Governing Law ..................................................................................................................................... 20 2.22
Arbitration ............................................................................................................................................ 20 2.23
Liquidity ................................................................................................................................................ 21 2.24
Transaction costs ................................................................................................................................. 21 2.25
CDS Account ......................................................................................................................................... 21 2.26
Allotment ............................................................................................................................................. 21 2.27
Refunds ................................................................................................................................................ 21 2.28
Estimated costs of the Issue................................................................................................................. 21 2.29
Approval from the Company ................................................................................................................ 22 2.30
Risk factors ................................................................................................................................... 22 3.
The issuer... .................................................................................................................................. 23 4.
Overview of the Group ........................................................................................................................... 23 4.1
Group Structure ..................................................................................................................................... 27 4.2
Management Teams and Key Staff Members ........................................................................................ 27 4.3
Asset bank of EVACO .............................................................................................................................. 28 4.4
Financial information & analysis .................................................................................................... 28 5.
Summary of Financial Position of the Group ......................................................................................... 29 5.1
Summary of Financial Performance of the Group ................................................................................. 30 5.2
Review of Financial Results for the year ended 30 June 2015 ............................................................... 30 5.3
Prospects ................................................................................................................................................ 31 5.4
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Material Interests ................................................................................................................................... 31 5.5
Mortgages and Charges ......................................................................................................................... 31 5.6
Working Capital ...................................................................................................................................... 32 5.7
Legal or Arbitration Proceedings ............................................................................................................ 32 5.8
Corporate information .................................................................................................................. 33 6.
Corporate Directory ............................................................................................................................... 33 6.1
Registered office address ....................................................................................................................... 33 6.2
Register of Directors .............................................................................................................................. 33 6.3
Directors’ Profiles ................................................................................................................................... 34 6.4
Corporate Governance ........................................................................................................................... 36 6.5
Directors’ remuneration and benefits ................................................................................................... 36 6.6
Directors’ interests as at 31st of December 2015 ................................................................................... 36 6.7
Information on major shareholders as at 31st of December 2015 ......................................................... 36 6.8
Functionaries ................................................................................................................................ 37 7.
Documents available for inspection ............................................................................................... 37 8.
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Glossary of Terms
In this LP, the words in the first column of the following table shall bear the meanings set opposite them respectively in the second column, if not inconsistent with the subject or context:
Accounting Principles In relation to the Issuer, the International Financial Reporting Standards issued or adopted by the International Accounting Standards Board
Act The Companies Act 2001
Agency Agreement The agency agreement entered into between the Issuer and the Noteholders’ Representative in accordance with Section 121 of the Companies Act
Affiliate In relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company
Aggregate Principal An amount of MUR 169.05M, being the total principal amount received in the course of the private placement of the Notes
Applicable Procedures The rules, guidelines and operating procedures of the SEM and/or CDS, as the case may be
Board The Board of Directors of the Issuer
Business Day Any day (other than a Saturday or Sunday or public holiday) on which commercial banks are normally open for business in Mauritius
Business Day Convention If any date referred to in this LP would otherwise fall on a day that is not a Business Day, such date shall be postponed to the next day that is a Business Day.
CDS The Central Depository & Settlement Co. Ltd
CEO Chief Executive Officer
Collective Investment Scheme Collective Investment Scheme as governed by ‘The Securities Act 2005’ and ‘The Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008
Day Count Fraction In respect of the calculation of the Interest Amount for any Interest Period, the actual number of days in that Interest Period / 365 days
Default Interest Rate In relation to overdue amounts, 100 basis points per annum which applies over and above the Interest Rate
Directors The Directors of the Issuer
EVACO EVACO Ltd, a public company incorporated under the laws of the Republic of Mauritius and bearing company registration number C40742.
Event of Default Any event specified in clause 2.9
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Fair Value Shall be the total value of the Secured Assets as determined by the Auditor under clause 2.11
First Interest Payment Date 15th of September 2016
Group The Issuer and its subsidiaries mentioned in the Group Structure in clause 4
Insolvency Proceedings Any of the proceedings referred to in the Insolvency Act 2009 (as amended)
Insolvent The Issuer shall be considered as insolvent where it is unable to pay its debts as they become due in the normal course of business. Section 178 of the Insolvency Act shall apply for the interpretation of the Issuer’s inability to pay its debts
Interest Amount The amount of interest payable in respect of each Note, as determined in accordance with clause 2.5.2
Interest Payment Date Has the meaning ascribed to it in clause 2.5.1
Interest Period The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the First Interest Payment Date, and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date
Interest Rate Has the meaning ascribed to it in clause 2.5
Issue The issue of 169,050 five-year redeemable secured floating rate notes of a principal value of MUR 1,000 each by way of private placement.
Issue Price 100% of the Principal Amount per Note
Issuer EVACO Ltd
LCIA-MIAC London Court of International Arbitration – Mauritius International Arbitration Centre
LEC Listing Executive Committee
Listing Rules The rules governing the Official Market of the SEM as amended from time to time
LP Listing Particulars
M Millions
Maturity Date 16 June 2021
MUR Mauritian Rupees
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Noteholders The holders of Notes as recorded by the CDS
Noteholders’ Representative SBM Fund Services Ltd, who is duly authorised to act on behalf of Noteholders and having the rights and duties set forth in the Agency Agreement.
Notes The five-year Redeemable Secured Floating Rate Notes
p.a. Per Annum
Principal Amount MUR 1,000.00 per Note
Redeemable Secured Floating Rate Notes
The secured notes issued by the Issuer and having the specific terms set forth in the LP
Register The register maintained by the Registrar
Registrar SBM Fund Services Ltd appointed under the Registrar Agreement
Registrar Agreement The agreement entered into by the Issuer and the Registrar on or about the date hereof for the purposes of appointing the latter as calculation agent, paying agent and registrar and transfer agent pertaining to this issue.
Repo Rate The Repo rate, as set from time to time by the Bank of Mauritius
Secured Assets The mortgaged land of an extent of 14,570m2 and buildings of an extent of 7,910m2 situated at Rivière Citron, Solitude, and belonging to EVACO Construction Ltd, on which stands the offices and factory of EVACO Construction Ltd.
The pledged shares of Creative Properties Ltd, a fully owned subsidiary of EVACO which owns an extent of land at Anse La Raie, Cap Malheureux, inscribed in TV 201509/000153 and which land has been earmarked for the project ‘Le Cap’.
Security Agent SBM Fund Services Ltd who shall have the rights and duties set forth in the Security Agency Agreement
Security Agency Agreement In respect of the Notes, the agreement entered into between the relevant Security Provider(s), Issuer and the Security Agent (a) appointing the Security Agent as security agent for and on behalf of the Noteholders, holding such Notes, and (b) witnessing the security provided to the Noteholders
Security Document Mortgage bond on land of an extent of 14,570m2 and buildings of an extent of 7,910m2 situated at Rivière Citron, Solitude, and belonging to EVACO Construction Ltd, on which stands the offices and factory of EVACO Construction Ltd in favour of the Security Agent on behalf of the Noteholders.
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Pledge of shares of Creative Properties Ltd, a fully owned subsidiary of EVACO which owns an extent of land at Anse La Raie, Cap Malheureux, inscribed in TV 201509/000153 and which land has been earmarked for the project ‘Le Cap’ in favour of the Security Agent on behalf of the Noteholders
Sponsoring Broker Swan Securities Ltd
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Salient features of the Notes 1.
1. Nature of instrument Five-year Redeemable Secured Floating Rate Notes (the “Notes”)
2. Issuer EVACO Ltd
3. Currency Mauritian Rupees (MUR)
4. Purpose of the issue The proceeds from the issue of Notes will be used to refinance banking facilities which have been used to fund:
1. Investment in the new offices and the factory at Rivière Citron, Solitude at a cost of MUR 200M, of which debt amounting to MUR 117.5M was still outstanding as at 21st of April 2016, and out of which MUR 91M will be refinanced,
2. Investment in land situated at Anse La Raie, Cap Malheureux and which is held by Creative Properties Ltd, a fully owned subsidiary of EVACO Ltd, at a cost of MUR 238M, of which debt amounting to MUR 127M was still outstanding as at 21st of April 2016, and out of which MUR 78.05M will be refinanced.
5. Aggregate principal amount Listing of 169,050 five-year redeemable secured floating rate notes of a principal value of MUR 1,000 each by way of a private placement (altogether, the “Issue”)
6. Principal amount per note MUR 1,000
7. Minimum subscription per application
MUR 500,000
8. Issue price 100% of Principal Amount per Note
9. Interest rate Repo Rate + 3.00% p.a. (totaling, as at the 9th of June 2016, 7.40% p.a.)
10. Maturity date 16 June 2021
11. Interest payment dates Interest shall be paid quarterly on 15 June, 15 September, 15 December and 15 March in each year commencing on 15 September 2016 subject to adjustment in accordance with the Following Business Day Convention.
12. Timetable
• Issue & allotment date
• Interest commencement date
• Listing date
• First date of trading
• Maturity date
17 June 2016
17 June 2016
01 July 2016
01 July 2016
16 June 2021
13. Early redemption Solely at the option of the Issuer (in whole or in part), early redemption may intervene as from the third anniversary of the date of issue of the Notes (subject to adjustment in
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accordance with the Business Day Convention). •
14. Redemption price 100% of Principal Amount per Note
15. Form of the Notes The Notes will be issued in inscribed form. Legal ownership is reflected in book entries recorded by the Registrar. Upon admission to listing of the Official Market of the SEM, legal ownership of the Notes will be reflected in book entries recorded by the Central Depository and Settlement Co. Ltd and such records shall constitute the definitive evidence of the title of the Noteholder to the number of Notes shown in his CDS account.
16. Status of the Notes The Notes constitute secured debt obligations of the Issuer and as such:
are secured by way of a mortgage on land of an extent of 14,570m2 and buildings of an extent of 7,910m2 situated at Rivière Citron, Solitude, and belonging to EVACO Construction Ltd, on which stands the offices and factory of EVACO Construction Ltd in favour of the Security Agent on behalf of the Noteholders,
are secured by way of pledge of shares of Creative Properties Ltd, a fully owned subsidiary of EVACO which owns an extent of land at Anse La Raie, Cap Malheureux, inscribed in TV 201509/000153 and which land has been earmarked for the project ‘Le Cap’ in favour of the Security Agent on behalf of the Noteholders,
rank pari passu without any preference among themselves,
rank senior to holders of all classes of share capital of the Issuer and unsecured creditors.
17. Listing status
Permission has been granted by the Listing Executive Committee for the Notes to be admitted for listing on the Official Market of the SEM on 01 July 2016.
On the first day of trading of the Notes on the Official market, existing Noteholders have undertaken to make available 1,700 Notes for trading at an indicative price of MUR 1,050 per Note.
18. Taxation Prior to listing:
• interest paid by the Issuer to any Noteholder is subject to income tax at the current rate of 15% p.a,
• where interest is paid to a Noteholder which is a non-
resident, the Issuer will be required by the Income Tax Act to withhold income tax at the current rate of
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15% p.a. (subject to any double taxation agreement in force between Mauritius and the foreign country where the Noteholder is resident).
Upon listing:
• interest paid by the Issuer to a Noteholder, which is a company or collective investment scheme resident in Mauritius, is subject to income tax at the current rate of 15% p.a,
• interest paid by the Issuer to a Noteholder who is an individual, société or succession which is resident in Mauritus, is exempt from income tax,
• where interest is paid to a Noteholder (other than an individual, société, succession or a non-resident company) which is a non-resident, the Issuer will be required by the Income Tax Act to withhold income tax at the current rate of 15% p.a. (subject to any double taxation agreement in force between Mauritius and the foreign country where the Noteholder is resident).
19. Governing Law The Laws of the Republic of Mauritius
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Terms and conditions of the Notes 2.
About the Issuer 2.1
EVACO has successfully brought to completion several large-scale commercial and residential projects for a total of 314 residential and office units.
The group is currently undertaking Phases 2 and 3 of the ‘Le Clos du Littoral’ project on a total land area of 120,000m2 (approximately 28 arpents) and has invested heavily in its new offices, factory and equipment through EVACO Construction Ltd.
EVACO, through its subsidiary, Creative Properties Ltd (a fully owned subsidiary of EVACO) has recently acquired a portion of 219,489 m2 (approximately 52 arpents) at Anse La Raie, Cap Malheureux for the forthcoming project ‘Le Cap’.
Additional information about EVACO is contained in clause 4 of this document.
Rationale behind the Issue of Notes 2.2
The proceeds from the issue of Notes will be used to refinance banking facilities which have been used to fund the following:
1. Investment in the new offices and the factory at Rivière Citron, Solitude at a cost of MUR 200M, of which debt amounting to MUR 117.5M was still outstanding as at 21st of April 2016, out of which MUR 91M will be refinanced,
2. Investment in land situated at Anse La Raie, Cap Malheureux and which is held by Creative
Properties Ltd, a fully owned subsidiary of EVACO Ltd, at a cost of MUR 238M, of which debt amounting to MUR 127M was still outstanding as at 21st of April 2016, out of which MUR 78.05M will be refinanced.
Application of the Notes proceeds 2.3
The proceeds from the Issue will be applied so as to refinance MUR 91M of borrowings in relation to the offices and factory of EVACO Construction at Solitude and to refinance an amount of MUR 78.05M in loans
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in relation to the acquisition of land at Anse La Raie, Cap Malheureux by Creative Properties Ltd.
Terms and Conditions 2.4
Amount 2.4.1
An amount of 169,050 Notes at a principal value of MUR 1,000.00 each.
On the first day of trading, on the 1st of July 2016, 1700 Notes shall be made available for trading at an indicative price of MUR 1,050 each.
Form of the Notes 2.4.2
The Notes will be issued in inscribed form. No certificates will be issued. Before admission to listing of the Official Market of the SEM, legal ownership of the Notes will be reflected in book entries recorded by the Registrar on the Register. Upon admission to listing of the Official Market of the SEM, legal ownership of the Notes will be reflected in book entries recorded by the CDS and such records shall constitute the definitive evidence of the title of the Noteholder to the number of Notes shown in its CDS account. On transfer of the Notes, title thereto shall pass upon compliance with the transfer procedures set forth in clause 2.14.
Underwriting 2.4.3
The Issue of the Notes will not be underwritten.
Status of the Notes 2.4.4
The Notes constitute secured debt obligations of the Issuer and as such:
(a) are secured by way of a mortgage on land of an extent of 14,570m2 and buildings of an extent of 7,910m2 situated at Rivière Citron, Solitude, and belonging to EVACO Construction Ltd, on which stands the offices and factory of EVACO Construction Ltd,
(b) are secured by way of pledge of shares of Creative Properties Ltd, a fully owned subsidiary of EVACO which owns an extent of land at Anse La Raie, Cap Malheureux, inscribed in TV 201509/000153 and which land has been earmarked for the project ‘Le Cap’,
(c) are legally subordinated to all secured obligations of the Issuer and shall not (in the event of a winding up of the Issuer) be repaid until the other creditors have been fully satisfied,
(d) rank pari passu without any preference among themselves, and
(e) rank senior to holders of all classes of share capital of the Issuer and unsecured creditors.
No rights other than the ones specified in this LP are conferred upon Noteholders.
Interest rate 2.5
The Notes shall bear interest at: Repo Rate + 3.00% p.a. (totaling 7.40% p.a as at the date of the Issue) until repaid, called or until redeemed, starting from the interest commencement date.
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Interest will be paid to Noteholders on each Interest Payment Date. Interest shall accrue at the Default Interest Rate on any amount, which is due but for the time being unpaid (after as well as before any creditor’s judgment) until paid.
If during the course of an Interest Period, there is a change in the Repo Rate, interest accrued until the date of change in Repo Rate shall be accrued at the former interest rate, and any interest accruing subsequently shall be calculated on the new Repo Rate based on the actual number of days elapsed and including the first day on which the new interest rate becomes effective.
EVACO will inform the SEM as and when there are changes to the Repo Rate and the market will be kept informed accordingly through communiqués.
Interest Payment Dates 2.5.1
Interest shall be payable four times yearly and will occur on the 15th of June, 15th of September, 15th of December and 15th of March of each year starting on the 15th of September 2016 (subject to adjustment in accordance with the Business Day Convention). Interest will be payable in arrears based on the outstanding Principal Amount.
Calculation of Interest Amount 2.5.2
For each Interest Period, the Interest Amount applicable will be calculated by multiplying the applicable Interest Rate by the then outstanding Principal Amount, then multiplying the product by the Day Count Fraction and rounding down the resultant figure to the nearest cent.
Freezing of Interest 2.5.3
Notwithstanding anything to the contrary herein, in the LP and in the Agency Agreement, in the event the Issuer becomes Insolvent, no interest shall accrue and be paid to Noteholders for so long as the Issuer shall remain Insolvent. However, interest accrued for the Interest Periods preceding the Insolvency but not paid shall continue to be due by the Issuer to the Noteholders and the sum due shall bear interest at the Default Interest Rate.
Covenant to Repay and Payments 2.6
(a) The Issuer covenants that it will repay on the Maturity Date, the Principal Amount in respect of the Notes together with any accrued interest, or additional payments in accordance with the terms of this LP.
(b) The Issuer covenants that no dividends shall be declared and paid to the ultimate shareholders of EVACO unless and until all interest payments due to Noteholders and any senior creditors have been paid in full in any financial year.
(c) Any payments required to be effected under the Notes will be effected by the Registrar by (i) wire transfer to the bank account nominated in the Application Form or associated with the CDS account of the Noteholder or (ii) by cheque drawn to the order of the Noteholder and such cheque will be sent by registered post at the risk of the Noteholder to the address specified in the
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Application Form or associated with the CDS account of the Noteholder. All payments made under the Notes shall be made without set off or counterclaim and without any withholding or deduction for or on account of tax other than as required from time to time by law.
(d) Noteholders may by notice to the Issuer require that a cheque for payment be made available to them at the registered office of the Issuer on production of such evidence as to identity or powers or otherwise as the Issuer may reasonably require.
Redemption 2.7
The Notes will be automatically redeemed at the Maturity Date at their Aggregate Principal Amount and the redemption proceeds will be paid to the Noteholders as specified in this LP. Once redeemed, the Notes will be cancelled and will not be reissued.
The Issuer may, at its sole discretion, and by giving at least 45 days’ notice to Noteholders, redeem the Notes (wholly or partly) prior to maturity at a price of MUR 1,000 per note together with interest accrued thereon up to the actual date of redemption. The Issuer may only redeem the Notes on and from the third anniversary of the date of the Issue (subject to adjustment in accordance with the Business Day Convention).
Taxation 2.8
Prior to listing: 2.8.1
(a) interest paid by the Issuer to any Noteholder is subject to income tax at the current rate of 15% p.a,
(b) where interest is paid to a Noteholder which is a non-resident, the Issuer will be required by the Income Tax Act to withhold income tax at the current rate of 15% p.a. (subject to any double taxation agreement in force between Mauritius and the foreign country where the Noteholder is resident).
Upon listing: 2.8.2
(a) Interest paid by the Issuer to a Noteholder which is a company or a collective investment scheme
resident in Mauritius, is subject to income tax at the current rate of 15% p.a.
(b) Interest paid by the Issuer to a Noteholder who is an individual, société or succession resident in Mauritius, is exempt from income tax.
(c) Where interest is paid to a Noteholder (other than an individual, société, succession or non-resident company) which is a non-resident, the Issuer will be required by the Income Tax Act to withhold income tax at the current rate of 15% p.a. (subject to any double taxation agreement in force between Mauritius and the foreign country where the Noteholder is resident).
Any information on taxation contained in this LP is a summary of certain tax considerations but is not intended to be a complete discussion of all tax considerations. The contents of this LP are not to be construed as investment, legal, or tax advice. Investors should consult their own counsel, accountant, or investment advisor as to legal, tax, and related matters concerning their investment.
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Event of Default 2.9
An Event of Default shall arise if any one or more of the following events shall have occurred and are continuing:
(a) the failure by the Issuer to pay within 7 Business Days from the due date any amount due in respect of any of the Notes (the “Payment Default”); or
(b) the Auditor pursuant to a request by the Security Agent determines that the combined Fair Value of the Secured Assets is less than MUR 250 000 000 (two hundred and fifty million Mauritian Rupees) (the “Fair Value Default”); or
(c) the granting of an order by any competent court or authority for the liquidation, winding-up, conservatorship, receivership, dissolution or administration of the Issuer, whether provisionally (and not dismissed or withdrawn within 30 days thereof) or finally, or the placing of the Issuer under voluntary liquidation, provided that no such proceedings shall constitute an Event of Default if any of such proceedings is for the purpose of effecting an amalgamation, merger, demerger, consolidation, reorganisation or other similar arrangement (the “Insolvency Default”).
For the purposes of clause 2.9, an Event of Default is continuing if it has not been remedied within 30 (thirty) days (or such other extended period as approved by the Noteholders’ Representative in writing) of occurrence of such Event of Default.
Where the Issuer becomes aware of the occurrence of any Event of Default, the Issuer shall forthwith notify the Noteholders’ Representative.
Upon the occurrence of an Event of Default which is continuing, the Noteholders’ Representative may:
In case of a Payment Default 2.9.2
(a) bring proceedings to recover any amount then due and payable but unpaid pursuant to the Notes
(subject to the Issuer being able to make the payment and remain solvent); and/or
(b) initiate any Insolvency Proceedings.
In case of a Fair Value Default 2.9.3
by written notice to the Issuer, declare all amounts payable under the Notes to be forthwith due and payable.
In case of an Insolvency Default 2.9.4
in addition to taking any of the actions specified in respect of a Payment Default, by written notice to the Issuer, declare all amounts payable under the Notes to be forthwith due and payable and may, subject to the ranking of the Notes, prove the claim in any of the Insolvency Proceedings.
Secured Notes 2.10
The holders of Notes (each a “Secured Noteholder”) each irrevocably and severally appoints the Security Agent and its respective delegates or sub-delegates to be its attorney for the purposes of enforcing the relevant security strictly in accordance with the Security Agency Agreement and such Secured Noteholders
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shall be prohibited from enforcing or seeking to enforce the relevant security against any Security Provider (as defined in the Security Agency Agreement) other than through the Security Agent, pursuant to the Security Agency Agreement. The Secured Noteholders acknowledge and agree that the Security Agent may:
(a) determine all questions and doubts arising in relation to any of the provisions of the Security
Agency Agreement and further acknowledge and agree that such determinations, whether made
upon such a question actually raised or implied in the acts or proceedings of the Security Agent,
shall be conclusive and shall bind the Secured Noteholders;
(b) determine whether or not an Event of Default or potential Event of Default is in its opinion
capable of remedy and/or materially prejudicial to the interests of the Secured Noteholders. Any
such determination shall be conclusive and binding on the relevant Secured Noteholders;
(c) without the consent of the Secured Noteholders and without prejudice to its rights in respect of
any subsequent breach, waive an Event of Default from time to time and at any time, if in its
opinion, is in the interests of the Secured Noteholders; and
(d) agree without the consent of the Secured Noteholders to (i) any modification of any provisions of
the Security Agency Agreement or any other document which is, in the opinion of the Security
Agent, of a formal, minor or technical nature or is made to correct a manifest error or an error
which is, in the opinion of the Security Agent, proven; or (ii) any other modification of any of the
provisions of the Security Agency Agreement that is in its opinion not materially prejudicial to the
interests of the Secured Noteholders.
The Issuer shall procure that the representations of the relevant Security Provider as set out in the relevant Security Documents are true and accurate as of the date of the Issue.
Fair Value 2.11
The Fair Value will be determined by the Auditor, who will determine the Fair Value within 20 Business Days of a request by the Security Agent. The Auditor shall act as expert and not as arbitrator and his written determination shall be final and binding on the Issuer and the Security Agent (in the absence of manifest error or fraud). The Auditor’s fees and any costs properly incurred by him in arriving at his valuation (including any fees and costs of any advisers appointed by the Auditor) shall be borne by the Issuer.
Further issues 2.12
Subject to all relevant regulatory approvals being obtained, the Issuer has the right, at its absolute discretion, from time to time without the consent of the Noteholders, to create and issue further notes that may be subordinated to the Notes hereunder, or rank pari passu with, the Notes issued subject to the Guarantee being adjusted accordingly.
Register 2.13
The Register of Noteholders:
(a) shall be kept at the registered office of the Registrar or such other person as may be appointed from time to time by the Issuer to maintain the Register;
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(b) shall reflect the number of Notes issued to such Noteholders;
(c) shall contain the name and the address of the Noteholders;
(d) shall set out the Principal Amount of the Notes issued to such Noteholders and shall show the date of such issue; and
(e) shall be open for inspection, subject to a written notice of 72 hours, during the normal business hours of the Registrar to any Noteholder or any person authorised in writing by any Noteholder.
Transfer of Notes 2.14
Upon listing, the Notes shall be freely transferable and all transfers will be effected through the Automated Trading System of the SEM in accordance with the Applicable Procedures.
Guarantee 2.15
The Notes constitute secured debt obligations of the Issuer and as such:
(a) are secured by way of a mortgage on land of an extent of 14,570m2 and buildings of an extent of
7,910m2 situated at Rivière Citron, Solitude, and belonging to EVACO Construction Ltd, on which
stands the offices and factory of EVACO Construction Ltd,
(b) are secured by way of pledge of shares of Creative Properties Ltd, a fully owned subsidiary of
EVACO Ltd which owns an extent of land at Anse La Raie, Cap Malheureux, inscribed in TV
201509/000153 and which land has been earmarked for the project ‘Le Cap’.
Certificates to be final 2.16
All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained by the Issuer and/or the Registrar shall, in the absence of willful deceit, bad faith, manifest error or dispute, be binding on the Issuer, the Registrar, and all Noteholders, and no liability to the Noteholders shall attach to the Issuer and/or Registrar in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.
Exclusion of rights 2.17
Noteholders shall have:
(a) no claim against the Issuer except as expressly set out in this LP and the Security Agency
Agreement;
(b) no right to participate in the issue of any shares or any other securities of any kind of the Issuer in
their capacity as Noteholders; and
(c) no right to receive notice of or vote at any meeting of shareholders of the Issuer.
Notices 2.18
All notices to Noteholders shall be sent by registered mail or delivered by hand to their addresses appearing in the Register. Where email addresses have been provided by Noteholders, all notices will be
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sent by email. Any notice given shall be deemed to have been given on the seventh day after the day on which it is mailed, on the day of delivery if delivered and on the day it is emailed if sent by email. All notices (including all communication documents) by a Noteholder to the Issuer shall be sent by registered post to its registered address or to the Noteholder representative. Save as otherwise specified herein, any such notice shall be deemed to have been given on the seventh day after the day on which it is posted.
Noteholders’ Representative and meetings of Noteholders 2.19
The SBM Fund Services Ltd has been appointed by the Issuer to act as Noteholders’ Representative by virtue of the Agency Agreement.
The Noteholders are deemed to have notice of, are entitled to the benefit of, and are subject to, all the provisions of the Agency Agreement.
The Agency Agreement contains the rights and powers of the Noteholders, the duties and powers of the Noteholders’ Representative and provisions for convening meetings of the Noteholders to consider any matter affecting their interests. Such meetings may be convened by the Issuer or Noteholders holding not less than 10% in Principal Amount of the Notes in issue. The quorum for the meeting shall be any such number of Noteholders representing at least 50% of the total principal value of Notes in issue.
Amendments to Terms and Conditions 2.20
The terms and conditions contained in this LP set out all the rights and obligations relating to the Notes and, subject to the further provisions of this paragraph, no addition, variation or consensual cancellation of these conditions shall be of any force or effect unless effected in writing and signed by or on behalf of the Issuer and the Noteholders. The present terms and conditions may however be amended by the Issuer without the consent of the Noteholders for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained therein, provided that the interests of the Noteholders are not prejudiced by any such amendment. Save as otherwise provided herein, the Issuer may, only with the prior approval of all the Noteholders, amend the present terms and conditions.
Prescription 2.21
Where after five years from the date of redemption of the Notes, any payment/cheque issued for the payment of redemption proceeds has not been claimed, such redemption proceeds will revert to the Issuer and the relevant Noteholders shall have no right whatsoever thereto.
Governing Law 2.22
The terms and conditions of the Notes, and all the rights and obligations to the Noteholders, shall be governed by, and construed in accordance with the Laws of the Republic of Mauritius.
Arbitration 2.23
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(a) Any dispute, controversy or claim arising out of or in relation to this LP and the Notes, including
any question regarding its existence, validity or termination, shall be referred to and shall be
finally resolved by arbitration under the rules of the LCIA-MIAC Arbitration Centre which rules are
deemed to be incorporated by reference into this clause.
(b) The juridical seat of arbitration shall be Mauritius and the International Arbitration Act 2008 shall
apply to the arbitration.
(c) The language to be used in the arbitration shall be the English language.
(d) The number of arbitrators shall be one.
(e) The parties agree to keep confidential all awards in their arbitration, together with all materials in
the proceedings created for the purpose of the arbitration and all other documents produced by
another party in the proceedings not otherwise in the public domain, save and to the extent that
disclosure may be required of a party by legal duty, to protect or pursue a legal right or to
enforce or challenge an award in bona fide legal proceedings before a state court or other judicial
authority.
Liquidity 2.24
A Noteholder shall be able to trade the Notes on the Official Market of the SEM on a daily basis as from the first date of trading.
Transaction costs 2.25
There are transaction costs related to the trading of Notes on the SEM. As at the date of this document, a total brokerage fee of 0.10% is applicable to transactions relating to the Notes subject to a minimum of MUR 75.00.
CDS Account 2.26
The Notes will be credited directly to CDS accounts of Noteholders where those Noteholders have CDS accounts. Noteholders who do not hold a CDS account, should open a CDS account through the investment dealer of their choice.
Allotment 2.27
Qualified investors who have applied for the Notes will be issued an allotment letter to confirm allotment of the Notes subscribed for within five days of Allotment Date.
Refunds 2.28
No interest will be paid on monies received in respect of application for Notes. All refunds in respect of unsuccessful applications, applications received after the offer close period and refunds pertaining to this current issue of Notes being cancelled shall be made by bank transfer, within one month of the end of the offer period.
Estimated costs of the Issue 2.29
The breakdown of the total estimate expenses (excluding VAT) charged to subscribers for the Issue is as
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follows:
Description Amount
Corporate advisory & professional fees 1.8% of amount issued
Legal fees MUR 300,000
SEM initial and application fees MUR 195,000
CDS initial and application fees MUR 84,239
Registrar, transfer and calculation agent fees MUR 50,000
Approval from the Company 2.30
The Issue has been sanctioned by virtue of approval from the Board of Directors of EVACO.
Risk factors 3.
An investment in the Notes involves some degree of risk and should be made only after consulting with independent, qualified sources of investment, legal, tax, accounting and other advice. Substantial risks to which investors are exposed by investing in the Notes are listed below: Note features: The Notes are issued as secured Notes with features detailed in clause 2.4.4 (Status of the Notes). Credit Risk: The Notes bear the credit risk of the Issuer. Noteholders should be aware that they may lose part or the whole of their investment should the Issuer be or become unable to make timely principal and interest payments. Interest rate risk: Changes in the Repo Rate will impact the interest amounts payable on the Notes. Changes in laws or regulations: Legal and regulatory changes could occur that may adversely affect, in quantum, value or otherwise, the profitability of the Issuer and/or any payout or such other income that may be or become payable in respect of the Notes. Changes in taxation legislation: Any change in the tax status of the Issuer or in taxation legislation in Mauritius or elsewhere may affect, in quantum, value or otherwise, any pay out or such other income that may be or become payable in respect of the Notes. Investors are urged to consult their own tax advisers with respect to their particular tax situations and the tax effects of an investment in the Notes. Key Man Risk: The risk of financial losses arising from the death or total and permanent disablement of the key person's usefulness to the Company given that the company is wholly owned by one person. Key Man Risk is mitigated by the following measures: (1) Having autonomous and experienced managers in charge of the day-to-day operations of their respective divisions. (2) The company is headed by a Board of Directors which is composed of both Executive and Non-Executive Directors. The Executive Directors are knowledgeable of the different projects being undertaken by EVACO. (3) The two Independent Directors, Mr. Jean-Marc Lagesse and Mrs. Brigitte Tomi have extensive experience and network in the hospitality and construction sector respectively. (4) Mr. Philippe Hardy who has been advising EVACO since 2007 is a board member of the Company and has a very good knowledge of its functioning.
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Property Market Risk: The risk of the market value of the properties owned by the Issuer falling in value or the amount of rental income generated by these properties decreasing. Liquidity Risk: The risk of being unable to dispose of the properties at their fair value in a timely manner.
The issuer 4.
Overview of the Group 4.1
Founded in 2001, EVACO is one of the major luxury property developers in Mauritius. The Company has since expanded significantly and the group now has a headcount of more than 300 employees. EVACO has successfully completed and marketed several projects, including under the RES schemes, in the highly sought region of Grand Bay, namely:
• Les Villas Oasis - 51 villas • Les Villas Athéna - 37 villas • Le Domaine des Alizées Club & Spa - 90 appartements, 1 restaurant and 1 spa • Le Clos du Littoral (Phase 1) - 63 villas and 1 spa • Grand Baie Business Park - 73 offices & 1 restaurant
2001 - Arnaud Mayer founded EVACO
2003 - Completion of Grand Baie Business Park
2004 - Launch of Oasis Phase 1
2008 - Launch of Oasis Phase 2
2010 - Opening of Les Villas Athéna
2011 - Launch of Beach Club at Trou aux Biches
2013 - Opening of Domaine des
Alizees
2014 - Opening of Clos du
Littoral Phase 1
2016 - Start of Clos du Littoral
Phase 2a
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Oasis I & II 4.1.1
Oasis, in Grand Baie, was the first residential project developed by the group. The Oasis villas have been recognized as a pioneer realization in Mauritius and today remains a benchmark on the real estate market. These 51 luxury villas built in a beautiful and secure environment proved to be an architectural success. Phase 1 was started in 2004 while Phase 2 was started in 2008. The ‘Oasis’ concept presented spacious villas with private pools in an avant-garde concept.
Les Villas Athéna – RES Project 4.1.2
Following the success of Oasis villas, Athena villas was developed by EVACO. Completed in 2010, Athena villas was one of the first Mauritian residential development to be completed under the RES scheme. The residence consists of 37 villas with private pool and garden, designed in contemporary style and is located in Grand Baie. Athena villas are fully equipped and furnished and each features a private garden and pool for total intimacy.
Le Domaine des Alizées Club & Spa – RES Project 4.1.3
Le Domaine des Alizées Club & Spa was completed in February 2013 and is located at Grand Baie. It consists of luxury apartments supported by a 5-star hotel service and a wide range of activities, as well as a restaurant and spa. Domaine des Alizées proposes apartments with one or two bedrooms in Ground+3 setting. All the apartments are fully equipped and fully furnished and have free Wi-Fi access. The
penthouses which are also fully fitted and furnished have three bedrooms and can comfortably accommodate six persons. They are located on the third floor of the residence. Residents can enjoy the large central swimming pool, have access to the gym, restaurant and spa.
Private beach club – “La Plage” 4.1.4
"La Plage" is the private Beach Club of EVACO. This exceptional site is located at Trou aux Biches, one of the biggest and most beautiful beaches on the north coast of Mauritius. This private beach club, exclusively reserved to EVACO Property owners or tenants comprises a restaurant, a massage kiosk, swimming pool and a boathouse.
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Le Clos du Littoral – RES Project 4.1.5
Le Clos du Littoral is the largest project of the Group to be developed over 3 phases. It combines several types of high standard villas in a fully secured environment focusing on green areas, swimming pools and private gardens. Phase 1 of Clos du Littoral has been completed and comprises 63 villas, each with a private pool, garden and parking spaces for boats. Construction for Phase 2 has recently started and 22 out of the 23 villas have been presold.
Grand Baie Business Park 4.1.6
EVACO was the pioneer in office development in the Northern part of the island, namely in Grand Baie when at that time all offices were normally located in Port Louis and Ebene. The Grand Baie Business Park was completed in 2003 and comprises 73 offices and one restaurant in an intimate environment. The headquarters of EVACO Group used to be located on the topmost floor of the Grand Baie Business Park.
Le Cap 4.1.7
On the 27th of August 2015, Creative Properties Ltd (part of EVACO Group) purchased an extent of land of 51.8 acres at Anse La Raie, Cap Malheureux, inscribed under TV 201509/000153. This plot of land has been earmarked for the forthcoming project - ‘Le Cap’ which shall consist of 300 villas. The villas are targeted to both locals and foreigners. Additional details of project ‘Le Cap’ is included in Section 5.4 – Prospects.
EVACO Construction Ltd 4.1.8
EVACO has invested significantly in its subsidiary EVACO Construction Ltd. The company is equipped with the latest equipment and technologies, all housed in a state of art factory cum warehouse of an extent of 5400m2 at Rivière Citron, Solitude. By internalizing the construction works, EVACO is able to exercise better control as to the quality and reliability of works as well as waste reduction. The head office of the Group has now been moved to a brand new building of an extent of 2510m2 at Solitude belonging to EVACO Construction Ltd.
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EVACO Construction Ltd is involved in: architecture and design works, civil engineering, decoration and interior design, construction works, manufacture of wooden and aluminium furniture and openings, building of kitchen and indoor furniture, partitioning and false ceilings.
EVACO Holiday Resorts Ltd 4.1.9
EVACO Holiday Resorts Ltd has in depth expertise of the tourism industry. It acts as the operator and administrator of the properties of the Group and client properties in view of renting them to tourists. The company provides the following services: hotel management, rental management, property management, tourism dedicated services, tour operator, restaurant and spa management.
Vision and achievements 4.1.10
The Group has set the following objectives to further its leadership in the real estate market in Mauritius:
• Reinforcing its position as the leader in the luxury segment market, • Being one of the best performing and profitable promoters on the island, • Exceeding client expectations with unflinching after-sales service.
EVACO has received several awards, namely, the OPP Awards for excellence in 2010 and the Bloomberg Africa Residential Property Awards 2010, which bears testimony to the culture of excellence.
International expansion 4.1.11
The Group has completed its intensive restructuring centered on the complementary nature of its three core business activities: construction, property development and tourism. Owing to its continuous development, EVACO is now expanding beyond the borders of Mauritius as it strives to conquer new markets. Today EVACO is looking to export its vision and expertise into Africa and the Indian Ocean islands by leveraging on its experience and solid network built over the years. EVACO is currently looking to build 80 residential villas at St Leu, Réunion Island, for a total turnover of EUR 36M. This project is expected to start in 2018.
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Group Structure 4.2
The activities and percentage ownership of the different subsidiaries comprising EVACO Group and held by the Company is as follows:
% Ownership
Company name Activity 2015 2014
EVACO Construction Ltd Construction 100 100
EVACO Holiday Resorts Ltd Hospitality and Leisure 49* 49*
Les Villas Athena Ltée Property Development – Real Estate Scheme 100 100
Le Domaine des Alizées Ltée Property Development – Real Estate Scheme 100 100
Le Clos du Littoral Ltée Property Development – Real Estate Scheme 100 100
Le Clos du Littoral Phase II Ltd Property Development – Real Estate Scheme 100 100
Le Clos du Littoral Phase III Ltd Property Development 100 100
Archipel des Saveurs Ltd Restaurant 100 100
EVACO Beach Club Ltd Restaurant 100 100
Le Spa du Domaine Ltée Spa 100 100
EVAJET Ltd Business Aircraft Operations 100 100
Creative Properties Ltd Property Development 100 -
Aquamarine Watersport Ltd Import and Export 100 50
Cape Rock Marina Ltd Dormant 75 75
Sunrise Cape Marina Ltd Dormant 100 100
Evasio SAS Property Development and Hospitality Activity 100 -
*The Board of Directors of EVACO has effective control of EVACO Holiday Resorts Ltd
Management Teams and Key Staff Members 4.3
The Senior Management team of EVACO and the respective roles of the team members are set out below: Chief Executive Officer: Arnaud Mayer Group Marketing & Sales Director: Karen Angus Group Finance Director: Enrico Gébert Managing Director EVACO Holiday Resorts Ltd: Mouez Rayabi Managing Director EVACO Construction Ltd: Guillaume Durant Group Procurement Manager: Xavier Clément Personal Assistant to the CEO and Head of Projects: Mélanie Maujean The senior management team of EVACO has been constituted to manage business and financial issues, operations, opportunities, threats and the strategic plan of the Group.
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Asset bank of EVACO 4.4
The asset bank of EVACO consists of several plots of land in prime location that have been earmarked for future development as well as villas and apartments kept for rental purposes. As at 15th of March 2016, the asset bank had a fair value of MUR 1.40 billion but the assets are held at cost as inventory in the financial statements of the Group as per prevailing accounting standards, which explains the difference between the fair values stated below and the values stated in the financial statements of EVACO.
Property Location Area (m2) Value (MUR) Basis
1 Office Space 009 Grand Baie Business Park 68.49 3,800,128 PP
2 Office Space 003 Grand Baie Business Park 64.12 3,557,661 PP
3 Villa No 35 Oasis II 420 14,978,602 VR Sep 2013
4 Villa No 42 Oasis II 420 14,978,602 VR Sep 2013
5 Villa No 27 Oasis II 280.4 10,000,000 VR Sep 2013
6 Villa No 33 Oasis II – 40% ownership 286.3 10,000,000 VR Sep 2013
7 Lot 61 – Agricultural Land Union Daruty, 10% ownership 9,534.00 226,000 PP
8 Land Le Clos du Littoral – Phase 2 71,942 100,000,000 VR Apr 2014
9 Land Le Clos du Littoral – Phase 2 4,221.00
10 Land Le Clos du Littoral – Phase 3 44,647 58,620,327 VR Apr 2014
11 Land Chemin 20 Pieds, Grand Baie 273 3,375,314 PP
12 Reception & Office Space 91 Le Domaine des Alizées 130.4 11,250,000 VR May 2013
13 Restaurant Lot 92 Le Domaine des Alizées 804.42 26,120,000 VR May 2012
14 Land Highlands 21,193 55,000,000 VR Jul 2015
15 Office and Factory Rivière Citron, Solitude 14,570 235,087,500 VR Mar 2016
16 Apartments F3 – 29 lots Le Domaine des Alizées 93.01 439,500,000 SP
17 Apartments F4 – 1 lot Le Domaine des Alizées 128 15,800,000 VR May 2013
18 Villas Type E – 1 lot Le Clos du Littoral – Phase 1 800 40,902,000 SP
19 Villas Type B – 1 lot Le Clos du Littoral – Phase 1 132.44 24,000,000 SP
20 Land Anse la Raie, Cap Malheureux 219,489.92 335,000,000 VR Jul 2015
1,402,196,134
‘PP’ means “Purchase Price”, ‘VR’ means “Valuation Report”, ‘SP’ means “Selling Price”
Financial information & analysis 5.
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in compliance with the requirements of the Companies Act 2001. Full sets of the audited financial statements for the financial years ended on 30th of June 2015, 30th of June 2014 and 30th of June 2013 are available for inspection at the Registered address of the Company. In accordance with the requirements of the Listing Rules, the Company will publish future quarterly reports within 45 days of quarters end while annual reports will be published within 90 days of financial years’ end. These documents will be made available to the public at the Registered address of the Company.
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Summary of Financial Position of the Group 5.1
AUDITED AUDITED AUDITED
30-Jun-15 30-Jun-14 30-Jun-13
Non-current assets MUR ‘000 MUR ‘000 MUR ‘000 Property, plant and Equipment 233,326 186,060 60,377
Intangible Assets 7,414 5,289 5,390 Deferred tax 529
241,269 191,349 65,767
Current Assets
Property under construction held for sale 128,812 556,494 241,038 Inventory property
330,537 206,743 210,359
Advances on acquisition of land 27,974 127,281 Inventories
23,046
Trade and other receivables 72,729 58,177 27,111
Cash at bank and in hand
17,594 147,978 28,911 Deferred tax
Loan receivable
12,000
Income tax prepaid 393 -
589,646 1,120,112 507,419
Total Assets 830,915 1,311,461 573,186
Current Liabilities
Bank overdraft 16,515 42,927 53,562
Borrowings 44,553 10,712 16,070 Trade and other payables
130,332 238,461 125,505
Deposits from customers 40,673 726,493 91,570 Retirement benefit obligations
Provisions for warranty 14,332
Income tax payable 63,844 - 19,697
310,249 1,018,593 306,404
Capital & Reserves
Stated Capital 100 100 100 Retained Earnings
404,460 53,969 126,767
Surplus on revaluation of property 17,079 - Non-controlling interests (14,795) (14,917) (9,184)
389,765 56,231 117,683
Non-current liabilities
Borrowings 124,950 232,258 145,442 Retirement benefit obligations 5,951 4,379 3,687
130,901 236,637 149,129
Total Liabilities and Equity 830,915 1,311,461 573,186
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Summary of Financial Performance of the Group 5.2
AUDITED AUDITED AUDITED
30-Jun-15 30-Jun-14 30-Jun-13
MUR ‘000 MUR ‘000 MUR ‘000
Revenue
1,530,142 210,590 534,826
Cost of Sales
(974,876) (143,203) (307,433)
Gross profit 555,266 67,387 227,393
Other income
2,561 4,088 521
Administrative & selling expenses
(149,934) (130,878) (102,955) Depreciation of property, plant & equipment
(14,206) (11,742) (3,809)
Amortisation of intangible assets
(431) (220) (114)
Operating profit / loss 393,256 (71,365) 121,036
Finance income
2,859 1,388 6
Finance costs
(21,395) (8,844) (6,972) Exceptional items
21,741 -
Loss on foreign exchange
(1,625) (221) 76
Profit before exceptional item and taxes 394,836 (79,042) 114,146
Exceptional item
- (2,460)
Profit/(loss) before income tax
394,836 (79,042) 111,686 Income tax expense
(65,312) (30) (19,697)
Profit/(loss) for the year 329,524 (79,072) 91,989
Review of Financial Results for the year ended 30 June 2015 5.3
Total revenue of the Group amounted to MUR 1,530M while net profit after tax amounted to MUR 330M compared to a loss of MUR 79M for the same period last year. Due to the nature of the business of EVACO, revenues and profits are incurred in years when the title to the villas is passed on to buyers and hence the fluctuations and cyclicality in the reported revenues and assets of the Group. For the year ending 30 June 2015, 63 villas were completed, out of which 54 were sold for MUR 1,259M. The Group also sold 7 apartments with a gross profit of MUR 47.8M. Total revenues attributable to the sale of property amounted to MUR 1,341M. A provision of MUR 8.0M has been booked for Corporate Social Responsibility. The following were part of administrative expenses: MUR ’000 Staff costs 71,933 Overseas travelling 5,350 Advertising and marketing 5,533 Office expenses 15,062 Other expenses 23,959 Corporate Social Responsibility 8,031
Total 129,868
Earnings/(Loss) per share amounted to MUR 3,295,240 compared to MUR (790,720) for the same period last year. Net assets per share as at 30 June 2015 amounted to MUR 3,897,650 compared to MUR 562,310 as at 30 June 2014. As at the 15th of March 2016, the Spa, being lot No 93 of Le Domaine des Alizées has been sold, as well as one villa of Type E at Clos du Littoral Phase 1.
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Prospects 5.4
EVACO, through its subsidiary Le Clos du Littoral Phase II Ltd, is currently undertaking Phase 2A of ‘Le Clos du Littoral’ project, which comprises 23 luxurious villas. At the time of writing, 22 out of the 23 villas has been presold. Thereafter, upon completion of Phase 2A, it is envisaged that Phases 2B and 2C of ‘Le Clos du Littoral’ be launched. It is expected that Phase 2 of ‘Le Clos du Littoral’ will be completed in 2017 for a total project turnover of MUR 2.48 billion. Upon completion, Phases 2A, 2B and 2C of ‘Le Clos du Littoral’ will comprise a total of 111 units over an area of 76,163m2. Finally, Phase 3 of ‘Le Clos du Littoral’, a project of MUR 1.4 billion, is expected to be implemented over an area of 44,647m2 as from January 2019. Another project in the pipeline of EVACO is that of ‘Le Cap’ at Anse La Raie, Cap Malheureux, which is to be developed over a period of three years, over an area spanning 219,490m2 (or 51.8 arpents) for a project turnover of MUR 3.2 billion. Le Cap is located next to Anse La Raie public beach and close to the Cap Malheureux chapel. The project master plan for ‘Le Cap’ is being finalised and sales are expected to start in the course of 2017 while the construction works are due to start in January 2018. The villas will be targeted to both local and foreign clients. Other projects in the pipeline of EVACO are the construction of 80 residential villas at St Leu, Réunion Island, for a total turnover of Euro 36M, expected to start in 2018, and the construction of 52 residential villas in Highlands for the local middle-income community over an extent of five acres.
Material Interests 5.5
Mr. Philippe Hardy is a director of both EVACO and PSG Wealth Ltd. PSG Wealth Ltd is the Corporate Advisor for EVACO on the Issue. PSG Wealth Ltd receives a monthly retainer fee of MUR 20,000 (excluding VAT) in addition to transaction related success fees, which range from 0.5% to 2.0% of the total Principal Amount raised. As at the date of this document, EVACO and its subsidiaries have no outstanding loan to its Directors, nor have EVACO and its subsidiaries provided any guarantees for the benefit of the Directors.
Mortgages and Charges 5.6
The Group has, as at the date of this document, provided the following guarantees and charges:
(a) Fixed charge on the assets of the Société GBV: 20, 35, 42, 27 and Société Résidence de la Forêt
for MUR 80M in favour of Afrasia Bank Ltd;
(b) Fixed charge on the assets of Serena Properties Ltd and Creative Properties Ltd for MUR 87M in
favour of Afrasia Bank Ltd;
(c) Floating charge on the assets of Le Clos du Littoral Ltd for MUR 90M in favour of Afrasia Bank Ltd;
(d) Fixed and floating charges on the assets of Le Clos du Littoral Phase 2 and Le Clos du Littoral
Phase 3 Ltd for MUR 401M in favour of SBM Ltd*,
(e) Floating charge on the assets of Le Domaine des Alizées and EVACO Ltd for MUR 68M in favour of
The Mauritius Commercial Bank Ltd;
(f) Floating charge on the assets of the EVACO Construction Ltd for MUR 29M in favour of Axys
Leasing Ltd;
Corporate Guarantee by EVACO for MUR 90M in favour of Afrasia Bank Ltd.However, since the aim of this
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Issue is the refinancing of loans, it is envisaged that most of the outstanding long-term debt will be repaid and the following mortgages and charges will remain as security to working capital and/or project finance facilities:
(a) Fixed charge on the assets of Clos du Littoral Phase I Ltd for MUR 40M in favour of Afrasia Bank;
(b) Fixed charge on the assets of Domaine des Alizées for MUR 38M in favour of MCB Ltd;
(c) Fixed and floating charges on the assets of Clos du Littoral Phase II Ltd and Clos du Littoral Phase
III Ltd for MUR 401M in favour of SBM Ltd*;
(d) Floating charge on the assets of the EVACO Construction Ltd for MUR 29M in favour of Axys
Leasing;
EVACO will thereafter be left with bank overdraft facilities to finance the working capital of the Company as well as project-specific financing. *This amount includes a ‘garantie financière d’achèvement’ facility for the project Le Clos du Littoral Phase 2A.
Working Capital 5.7
The Directors of EVACO, after due and careful enquiry, certify that the working capital available to the Company is sufficient for its present requirements, that is 12 months from the date of listing of the Notes. There has been no material adverse change in the financial or trading position of the Company since the last audited financial statements as at 30th of June 2015.
Legal or Arbitration Proceedings 5.8
Except in the normal course of business regarding claims, there are the following current, pending or threatened legal proceedings against EVACO: Le Domaine des Alizées Ltée v/s Dulmar Furniture Ltd Dulmar Furniture Ltd v/s Le Domaine des Alizées Ltée Le Domaine des Alizées Ltée has made a claim against Dulmar Furniture Ltd for breach of contract on furniture supplied amounting to MUR 4.1M with interests and costs whereas Dulmar Furniture Ltd has lodged a counter claim of MUR 2.6M against Le Domaine des Alizées Ltée for settlement of its retention money with interests and costs. Le Domaine des Alizées Ltée v/s Building and Civil Engineering Co. Ltd Building and Civil Engineering Co. Ltd v/s Le Domaine des Alizées Ltée In this case, Le Domaine des Alizées Ltée has made a claim against Building and Civil Engineering Co. Ltd for delays in construction, liquidated damages and construction defects on ‘Le Domaine des Alizées’ real estate project amounting to MUR 223.8M on one side whereas Building and Civil Engineering Co. Ltd has lodged a claim against Le Domaine des Alizées Ltée for settlement of its unpaid invoices amounting to MUR 69.5M. Le Domaine des Alizées Ltée & EVACO Holiday Resorts Ltd v/s Sawansaw Ltd Sawansaw Ltd v/s Le Domaine des Alizées Ltée & EVACO Holiday Resorts Ltd In this case, ‘Le Domaine des Alizées Ltée’ has obtained an interim order restraining and prohibiting the
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owner of a property from renting its property outside the scope of the Real Estate Scheme proposed by Le Domaine des Alizées Ltée and its related company. Subsequently, the owner of the property has lodged a claim against Le Domaine des Alizées Ltée for damages. Mr. Mayer & Others (Le Domaine des Alizées Ltée / EVACO Ltd / Archipel des Saveurs Ltd) v/s Mr. Mahé & Others Mr. Mahé & Others v/s Mr. Mayer & Others (Le Domaine des Alizées Ltée / EVACO Ltd / Archipel des Saveurs Ltd) In this case, Mr. Mayer & Others have lodged a claim and are praying the Court to order payment from the defendants for non-payment of properties acquired namely the Restaurant & Spa of the RES Project, loss of rent for the occupation and use of the properties, unpaid suppliers and employee related costs for the sum of MUR 185.5M with interest & costs. On the other side, the previous operator of the restaurant and spa of Le Domaine des Alizées Ltée has lodged a claim for damages against Mr. Mayer & Others.
Corporate information 6.
Corporate Directory 6.1
EVACO was incorporated in Mauritius as a private company on the 3rd of April 2002. The Company was subsequently converted to a public company on the 16th of March 2016.
Registered office address 6.2
EVACO registered office address is Rivière Citron, 20101, Arsenal, Mauritius.
Register of Directors 6.3
The Company’s list of Directors and Directors’ profiles is provided below.
Name Position & Date of Appointment Residential address
Mr. Arnaud Mayer Executive Director – 2002 Villa 20, Oasis Complex, Old Mill Road, Péreybère
Mr. Enrico Gébert Executive Director – Feb 2016 Vinson Lane, Moka
Mr. Guillaume Durant Executive Director – Feb 2016 Avenue des Nenuphars, Albion
Mr. Mouez Rayabi Executive Director – Feb 2016 17, Lorier Road, Pointe aux Canonniers
Ms. Karen Angus Executive Director – Feb 2016 Morcellement Raffray, Pointe aux Canonniers
Mr. Philippe Hardy Non-Executive Director – Mar 2016 Les Salines Pilot, Rivière Noire
Mrs. Brigitte Tomi Independent Director – Mar 2016 La Cocoteraie La Joya, Péreybère
Mr. Jean-Marc Lagesse Independent Director – Mar 2016 Jason Court No. 5, Victor de la Faye Street, Queen Mary Avenue, Floréal
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Directors’ Profiles 6.4
Mr. Arnaud Mayer - Executive Director Born in 1974 in Mauritius, Arnaud Mayer holds a diploma in business management from University Paul Sabatier in France. He is the sole founder-owner and Chief Executive Officer of the EVACO Group. In 2008 he was recognized as one of the best entrepreneurs of the year. He is also the President of the Mauritius Real Estate Association (REAM). Mr. Enrico Gébert – Executive Director Born in 1975 in Mauritius, Mr. Enrico Gebert joined EVACO Group in July 2014 as Group Finance Director and is a fellow of the Association of Chartered Certified Accountants. Accomplished with 20 years of progressive experience in finance and operations management englobing strategy development, corporate accounting, Internal control system, Risk management, logistics and supply chain and Auditing experience across multi business sectors. Before joining EVACO Enrico has been exposed in partnering heavily with operations in building business minded metrics in both domestic and International conglomerates. Mr. Guillaume Durant – Executive Director Born in 1983 in France, Mr. Guillaume Durant holds a Masters’ Degree from ENSAM (Ecole Nationale Superieure d’Arts et Metiers), Paris, France. He has performed most of his career with international exposure, working for large French industrial and engineering conglomerate (AREVA, ALSTOM) before joining EVACO Construction Ltd as Managing Director in 2015. He held several positions throughout his career as Projects Manager, Projects Director and Branch Office Manager, successfully managing complex projects and organizations worldwide.
Mr. Mouez Rayabi – Executive Director Born in 1974 in France, Mr. Mouez Rayabi joined EVACO Group in February 2015 as the Managing Director of 3 companies: EVACO Holiday Resorts Ltd, Archipel des Saveurs Ltd and EVACO Beach Club Ltd. He has been working in the Tourism and Hotel Industry for the past 20 years, first in the Accor Group and in several Club Med hotels around the world. He is experienced and skilled with expertise in hotel management, food and beverage operations, profit and loss management, strategy and marketing.
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Ms. Karen Angus – Executive Director Born in 1981 in France, Ms. Karen Angus joined EVACO Group in 2008 as Group Sales and Marketing Director. She holds a Masters’ degree from an International Business School (IGS group) in Commerce and Marketing. With twelve years in sales, she has a solid experience in planning all the sales activities and increasing the revenue for each project. She has a strong built-up relation with customers and succeeds to target her sales goals, coming-up with strategies to generate quality new business. Mr. Philippe Hardy – Non Executive Director Born in 1972 in UK, Mr. Philippe Hardy is a founding member of PSG Wealth Ltd. He has a very diversified exposure to finance having held various roles spanning investment management, business development, corporate planning and transaction advisory. He is the leading partner of PSG’s corporate finance advisory services in Mauritius, having coordinated and advised on several capital structuring as well as M&A transactions across many industries in the past 13 years, with a particular expertise in dealing with family held enterprises and owner managed businesses of all sizes.
Philippe holds an Honours degree in Mathematics and Financial Management and is an Associate of the Royal College of Science of London through the Imperial College of Science, Technology & Medicine. He acts as Director on several public and private companies, chairing audit committees in various instances.
Mrs. Brigitte Tomi – Independent Director Born in 1958, Mrs. Brigitte Tomi has been involved in the Construction Industry for over 27 years. In 1997, she joined as Chief Executive Officer the “Société de Concassage et de Préfabrication de la Réunion” (SCPR), a subsidiary of a recognized group in Réunion Island with expertise in construction known as Group Tomi founded in 1961. The group has developed and industrialised the concept of pre-fabricated house in Reunion Island. SCPR, during Mrs. Brigitte Tomi’s tenure, was generating annual turnover of more than EUR 35,000,000 with a headcount of 200 employees. After several successful years, the company was finally sold to the COLAS consortium in 2005. Mr. Jean-Marc Lagesse – Independent Director Born in 1960, Mr. Jean-Marc Lagesse holds a Bachelor in Hospitality Management from GLION Institute of Higher Education of Switzerland. He started his career in the Tourism and Hospitality Industry and has worked for 30 years at New Mauritius Hotels Ltd as the Hotel Director of two 5 star hotels namely; Paradis Hotel & Golf Club & Dinarobin Hotel Golf & Spa. Moreover, he has been a member of NMH Board of Directors & President of the Association of Hotels & Restaurants of Mauritius. In 2014, he was appointed General Manager of Ephélia Resorts in Seychelles.
Jean-Marc Lagesse is also the founder and Director of "Lakaz Chamarel" boutique hotel and of "Pro-Resort Consulting Ltd", a firm specialised in hotel management consulting. Over the years, he has acquired significant experience and has shown outstanding interpersonal, management and leadership skills.
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Corporate Governance 6.5
EVACO is a Public Interest Entity and therefore needs to comply with the provisions of the Code of Corporate Governance (‘the Code’). The Board of Directors of EVACO declares that the Company has not complied with the Code prior to the listing of the Notes and intends to be compliant as from the date of listing. The Directors further declare that, as long as EVACO will be a Public Interest Entity, the Company undertakes to comply with the Code of Corporate Governance.
Directors’ remuneration and benefits 6.6
For the year ended 30 June 2015 Remuneration (MUR)
Executive directors 14,873,574
Non-executive directors -
Independent directors -
For the year ended 30 June 2016 (estimated) Remuneration (MUR)
Executive directors 19,655,101
Non-executive directors -
Independent directors 130,000
Directors’ interests as at 31st of December 2015 6.7
The interests of the Directors of EVACO in the stated capital of the Company are as follows:
Direct Interest Indirect Interest
Directors Shares % Shares %
Mr. Arnaud Mayer 100 100 NIL NIL
Information on major shareholders as at 31st of December 2015 6.8
Major shareholders Holding (%)
Mr. Arnaud Mayer 100 Except for the above, no other entity or individual owns 5% or more in the ordinary share capital of the Company.
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Functionaries 7.
Lead arranger & Corporate Advisor PSG Wealth Ltd, Suite 305, Barkly Wharf, Caudan Waterfront, Port-Louis, Mauritius
Registrar, Calculation, Transfer and Paying Agent SBM Fund Services Ltd, SBM Tower, 1, Queen Elizabeth II Avenue, Port-Louis, Mauritius
Sponsoring Broker Swan Securities Ltd, Swan Centre, 10, Intendance Street, Port-Louis, Mauritius
Licensed auditors Cays Associates, 5th Floor, GM Tower, 7 Maupin Street, Port Louis, Mauritius
Legal advisor Eversheds (Mauritius) Limited, Suite 310, 3rd Floor, Barkly Wharf, Le Caudan Waterfront, Port Louis, Mauritius
Principal bankers
State Bank of Mauritius Ltd
The MCB Ltd
Afrasia Bank Ltd
Company Secretary Box Office Ltd, 2nd Floor, Palm Square,
La Mivoie, Tamarin, 90906,
Mauritius
Security Agent SBM Fund Services Ltd, SBM Tower, 1, Queen Elizabeth II Avenue, Port-Louis, Mauritius
Noteholders’ representative SBM Fund Services Ltd, SBM Tower, 1, Queen Elizabeth II Avenue, Port-Louis, Mauritius
Documents available for inspection 8.
Copies of the documents below will be made available for inspection during business hours at the Registered Office of the Company, Rivière Citron, 20101, Arsenal, for at least 30 days as from the date of these Listing Particulars:
(a) The Constitution of EVACO Ltd,
(b) Audited Financial Statements of EVACO Group for years ended 30th of June 2013, 30th of June
2014, 30th of June 2015
(c) A copy of the LP,
(d) Security Agency Agreement,
(e) Agency Agreement,
(f) Valuation Reports for the assets given as Guarantee
Annual and quarterly financial statements for the Group and the Company shall be available for inspection to the public during normal business hours, subject to a written notice of 72 hours.