investors prospectus gbhr

15
1 Investors Prospectus (IP) August 2014 v1 Green Business Hub Rwanda Content Summary 1 Introduction 3 Investment Options and Yields 5 Private Placement Program (PPP) 6 Entering the Private Placement Program 7 The PPP scenario 9 Risk 12 Abbreviations 13 Attachment 14 Pre-investment opportunity Co-investment at BU level Summary We, Erasmus Investment International S.A. (Erasmus) enable business expansion and development of sustainable (food) projects. For the preparation of the investment program in Rwanda, Erasmus works with the Rwanda Chamber Foundation (RCF). Investments in Rwanda will be done by a SPV in Rwanda, the Green Business Hub Rwanda (GBHR) with Erasmus as the majority shareholder. The Green Business Hub Rwanda (GBHR) program (status August 2014): Area Development & Construction $ 920 M Agriculture & Livestock $ 624 M Sustainable energy & water-management $ 552 M ($ 372 M depending one spec. project) Logistics & equipment $ 50 M Education and training $ 50 M The total investment is US$ 2.2 Billion. The program will help Rwanda to realize the strategic development plan EDPRS II. The program will create about 66,000 direct jobs. All assets will stay in the country, managed after a training period by the local private sector and institutions. Separated business plan and factsheets per business case available. The PPP program for project funding. Erasmus has access to a trading system that is used worldwide to finance large-scale projects. This so called Private Placement Programs (PPP) generates cash by specialized, discreetly operated Trading Programs. The program starts with a Trader (Trading Platform) and an Investor partnering under a contract. This contract allows the Trader to “show” the

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Page 1: Investors prospectus gbhr

1

Investors Prospectus (IP) August 2014 v1

Green Business Hub Rwanda

Content

Summary 1

Introduction 3

Investment Options and Yields 5

Private Placement Program (PPP) 6

Entering the Private Placement Program 7

The PPP scenario 9

Risk 12

Abbreviations 13

Attachment 14

Pre-investment opportunity

Co-investment at BU level

Summary

We, Erasmus Investment International S.A. (Erasmus) enable business expansion and

development of sustainable (food) projects. For the preparation of the investment program in

Rwanda, Erasmus works with the Rwanda Chamber Foundation (RCF). Investments in Rwanda will be

done by a SPV in Rwanda, the Green Business Hub Rwanda (GBHR) with Erasmus as the majority

shareholder.

The Green Business Hub Rwanda (GBHR) program (status August 2014):

Area Development & Construction $ 920 M

Agriculture & Livestock $ 624 M

Sustainable energy & water-management $ 552 M ($ 372 M depending one spec. project)

Logistics & equipment $ 50 M

Education and training $ 50 M

The total investment is US$ 2.2 Billion. The program will help Rwanda to realize the strategic

development plan EDPRS II. The program will create about 66,000 direct jobs. All assets will stay in

the country, managed after a training period by the local private sector and institutions.

Separated business plan and factsheets per business case available.

The PPP program for project funding.

Erasmus has access to a trading system that is used worldwide to finance large-scale

projects. This so called Private Placement Programs (PPP) generates cash by specialized,

discreetly operated Trading Programs. The program starts with a Trader (Trading Platform)

and an Investor partnering under a contract. This contract allows the Trader to “show” the

Page 2: Investors prospectus gbhr

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Investor’s money to legally buy newly issued bank paper and sell it at a higher value.

The advantage of the program is that the investor’s funds are never touched, because the

only way the Trader will buy new paper is when he has a second buyer ready to take it

from him immediately at a higher price. A Trader is strictly regulated about the kind of

investments he can initiate. He cannot buy an instrument without demonstrated

marketability and he is restricted from buying “Wholesale”.

The Trader for the projects of Erasmus Investment is only supplying money for sustainable

projects that assist business expansion and development of commercial, humanitarian,

charitable and non-profit projects.

This is an interesting proposition for an investor who is willing to reserve funds in excess

of € 100 Mln for a certain period of time, but no longer than 13 months on his own bank

account, and wants to finance for one year projects which meets the objectives of Erasmus.

Investment options and yields

We are looking for an investor that can assign at least US$ 150 Mln to enable the Private

Placement Program (PPP) for project funding in Rwanda, as will be explained in a separated business

plan.

The yield of the investment depends on the selected investment option or combination of options:

(1)

Long-term investment (5+ years): Becoming a shareholder:

The investor assigns at least $ 150 Mln to the GBHR project.

The PPP will be run as described in a separated letter.

After 12 months the PPP will stop (or rollover) and the assigned funds can be converted to

a maximum of 20% shareholding in the GBHR entity.

During the realization of the GBHR project, the first production will start, depending the project, in

06 - 18 months after the start of the PPP.

Generated profits from the operations, when choosing to be a shareholder of the project,

will be partly returned to the shareholders as dividend, partly used as reservation for further

investments, and partly used for financing of the non-profit activities, enabling the total investment.

Based on the profitability projections and the (discounted value of the) investment of US$ 150

Mln, the 25-year average return on the investment will be about 10% per annum.

(2)

Short-term investment (13 months): Being a financier

The investor assigns at least US$ 150 Mln to a triple A Bank (might be his own bank).

The PPP will be run as described in a separated letter;

After 12 months the trade will stop (or rollover)

After 13 months (12+1) the assigned funds of the investor are freely disposable again and

the investor will receive US$ 150 Mln as return.

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(1) + (2)

Combination of options 1 and 2: Hybrid investment (based on 50% of each option)

The investor assigns at least US$ 150 Mln

The PPP will be run as described in a separated letter;

After 12 months the PPP will stop (or rollover) and the assigned funds will be converted to

a 10% shareholding in the Macedonian Operating entity, representing a donation of US$ 75

Mln.

After 13 months (12+1) the assigned funds of the investor are freely disposable again. In

this scenario it is calculated that US$ 75 Mln was released and a US$ 75 Mln yield was paid to

the investor by offsetting the payment of the yield and the share conversion.

During the realization of the GBHR project, the first production will start, depending the project, in

06 - 18 months after the start of the PPP.

Generated profits from the operations, when choosing to be a shareholder of the project,

will be partly returned to the shareholders as dividend, partly used as reservation for further

investments, and partly used for financing of the non-profit activities, enabling the total investment.

Based on the profitability projections and the (discounted value of the) investment of

US$ 150 Mln and conversion of US$ 75 Mln into 10% share holding, the 25-year average return

on the investment will be about 12% per annum.

Pre-investments and co-investments.

There are in addition to the investment / financing opportunity as described in this IP, two other

opportunities to be a co-investor in GBHR projects. More information in the attachment.

Introduction

Erasmus Investment International (Erasmus) enables business expansion and development

of commercial, humanitarian, charitable and non-profit (public interest) projects: viable and

sustainable projects that promote economic growth and long-term employment, or that

otherwise provide aid to the society or improve quality of life.

Erasmus was founded in 2012, dedicated to the Food Hub Macedonia, and to consolidate the long-

term cooperation between the best experts in agricultural business development, construction,

logistics and sustainable energy. Our experts have more than 20 year experience in business

development in Northern Europe, Spain, Italy, the Balkans, England, Germany, the Middle East and

China in an investment range from €5 Mln - €800 Mln.

For the preparation of the investment program in Rwanda, Erasmus started working with the

Rwanda Chamber Foundation (RCF). Investments in Rwanda will be done by a SPV in Rwanda, the

Green Business Hub Rwanda (GBHR) with Erasmus as the majority shareholder.

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The Green Business Hub Rwanda (GBHR) program (status August 2014):

(1) Area Development & Construction ($ 920 M)

a. Dwelling Units $ 430 M

b. Infrastructure & utilities $ 300 M

c. Factories related to construction industry $ 90 M

d. Additional investments $ 100 M

(2) Agriculture & Livestock $ 624 M

a. Staple crops incl. irrigation $ 285 M

b. Horticulture $ 111 M

c. Factories food processing, enabling factories (package) $ 152 M

d. Slaughtering & meat processing $ 5.5 M

e. Poultry Industry $ 18 M

f. Fish Farming & Fish feed factory $ 52.5 M

(3) Sustainable energy & water-management $ 552 M ($ 372 M)

a. Biomass to electric Power (58 MWe). $ 195 M

b. Biomass to biogas 125 ton gas in bottles. $ 9 M

c. Solar PV energy (20 MWe). $ 55 M

d. Hydro Power (7 MWe). $ 19 M

e. Mini-Grid $ 50 M

f. Infra $ 4 M

g. OPTION: methane to Power (50 MWe). $ 170 M

h. 300 km GRID (power transition lines) $ 50 M

(4) Logistics & equipment $ 50 M

(5) Education and training $ 50 M

The total investment is US$ 2.2 Billion. The program will help Rwanda to realize the strategic

development plan EDPRS II. The program will create about 66,000 direct jobs. All assets will stay in

the country, managed after a training period by the local private sector and institutions.

The management will implement a CSR policy for its personnel including health and

safety issues, environmental and food safety, dealing with corruption and a corporate social

involvement initiative. The company will encourage the establishment of an employee

committee in order to discuss ideas for improvement of the company. For all staff hired it will

be clear that no corruption will be accepted as well as any theft or otherwise misuse

of company’s property at any level. Fair incomes will be paid.

The GBHR project will offer an appropriate health and life insurance and pension system

with better conditions than the standard conditions in Rwanda. In the FEED phase of

the project a dedicated retirement-savings plan will be developed.

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Investment Options and Yields

Erasmus has access to a Private Placement Program (PPP) conditioned to the Investment

in and realization of the GBHR project. Revenues generated by using this program, must benefit the

Project for at least 90%. Generating these revenues can commence when the PPP is started on behalf

of an investor who is willing to assign bank instruments to the project, at least US$ 150 Mln for 13

months. The funds are not moved to another account and full control remains only with the investor.

After 13 months, the investor can obtain a maximum of 20% of the project shares or receives a yield

of 80-100% of the allocated funds or can opt for a combination of shares and yield.

The purpose of this type of PPP trading is not to generate tremendous revenues but to

finance qualified projects.

The investor will assign at least US$ 150 Mln and has the following options as return:

(1)

Long-term investment (5+ years): Becoming a shareholder:

The investor assigns at least $ 150 Mln to the GBHR project.

The PPP will be run as described in a separated letter.

After 12 months the PPP will stop (or rollover) and the assigned funds can be converted to

a maximum of 20% shareholding in the GBHR entity.

During the realization of the GBHR project, the first production will start, depending the project, in

06 - 18 months after the start of the PPP.

Generated profits from the operations, when choosing to be a shareholder of the project,

will be partly returned to the shareholders as dividend, partly used as reservation for further

investments, and partly used for financing of the non-profit activities, enabling the total investment.

Based on the profitability projections and the (discounted value of the) investment of US$ 150

Mln, the 25-year average return on the investment will be about 10% per annum.

(2)

Short-term investment (13 months): Being a financier

The investor assigns at least US$ 150 Mln to a triple A Bank (might be his own bank).

The PPP will be run as described in a separated letter;

After 12 months the trade will stop (or rollover)

After 13 months (12+1) the assigned funds of the investor are freely disposable again and

the investor will receive US$ 150 Mln as return.

(1) + (2)

Combination of options 1 and 2: Hybrid investment (based on 50% of each option)

The investor assigns at least US$ 150 Mln

The PPP will be run as described in a separated letter;

After 12 months the PPP will stop (or rollover) and the assigned funds will be converted to

a 10% shareholding in the Macedonian Operating entity, representing a donation of US$ 75

Mln.

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After 13 months (12+1) the assigned funds of the investor are freely disposable again. In

this scenario it is calculated that US$ 75 Mln was released and a US$ 75 Mln yield was paid to

the investor by offsetting the payment of the yield and the share conversion.

Private Placement Program (PPP)

Private Placement Programs create funds by trading discounted Bank Issued Debt

Instruments. The funds are created because these debt instruments are deferred payment

obligations, or liabilities issued at discounted prices by major world banks.

The trading process is safe because the Debt Instruments are bought and sold immediately

with pre-defined prices and pre-defined payment deadlines. Exit-buyers are mostly large

financial institutions, insurance companies, or extremely wealthy individuals. The investors’

funds will not be used for the PPP transactions, however it is reserved as a so-called

compensating balance against a Credit Line. As the trading is done on pre-defined

conditions, the Credit Line will not be used but it must be available to back up the buy-sell

transactions.

We like to invite you to participate in this dedicated PPP to develop a unique opportunity in

Rwanda. The purpose of this Investment Prospectus is (after signing an NDA) to inform

you in more detail of this investment opportunity, and to explain the project and the benefits

of the investment in more depth in a personal meeting.

Proof of Funds

First step is for the investor is to provide a Proof of Funds (PoF). This needs to be either an

Account statement, Custodial Account Statement or Tear Sheet. The PoF must be signed by 2

bank officers and a letter from the account signatory authorizing confirmation of said assets.

Upon initial confirmation of the PoF the Trading Platform will provide all the documents necessary

for entry. Erasmus will present a Joint Venture Agreement to the investor to secure the link with the

GBHR project. The Joint Venture will refer to an Irrevocable Pay Order (IPO) that will be the

agreement for the allocation of the trade revenues.

To prevent money laundering and terrorist financing, a detailed verification of the investor

and signatories of the JVA is required, before entering the PPP. Politically exposed persons

must also be identified.

RWA and assignment.

For entrance into transaction the investor will need to provide a bank readiness letter (RWA)

issued from by the investors bank to the investor stating that the bank will obey the client’s

order to issue an assignment of assets by MT760 from his bank and to retransmit said assignment

via his bank European correspondent, to the coordinates to be provided by the

investor. The transaction requires the assignment of the assets confirmed by MT760 assignment,

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NOT THE TRANSFER OF THE ASSETS.

Assignment of assets will be for 6 to 12 months depending on the amount. In the case of the GBHR

project it is a 12 month assignment. The assets can be any of the following formats a Bank Guarantee

(BG), Medium Term Notes (MTN’s), Bank Draft, Certificate of Deposit (CD) or Cash. If the investor’

assets are cash based, it is advisable that he purchase a one year CD from his bank and use it as the

asset for the transaction.

This will assure the client and the Trading Platform that the assets will remain at the client’s

bank for the duration of the transaction. This process is at the investors’ discretion and peace

of mind if he wants to convert to a CD.

The assigning bank must be an AA (A of +) rated western bank. If the client’s bank is not

rated accordingly they must use their A-rated correspondent. The correspondent bank must

forward the assignment on behalf of the investor’s bank and stand behind the value of the

assignment.

Entering the Private Placement Program

After initial confirmation of the assets and prior to entry into the Private Placement Program,

a personal confirmation will be conducted at the bank. This will require the presence of the

asset owner or its assignee, the bank officer and the independent confirmation agent. At this

bank meeting the agent will physically confirm the willingness of the correspondent bank

officer and verbally confirm his readiness to proceed. The agent will also execute a telephone

call with the compliance officer of the platform and repeat the confirmation process between

the bank officer and the platform.

Once confirmation is completed, on or before 3 hrs., the investor will receive the final trade

contract for signature and execution. This will contain all the details of the transacting bank

for the issuance of the MT760 assignment. The investor’s bank can issue a pre-advice

confirmation MT799, if it wishes to, and confirm the platform and transaction with the

transacting bank.

The Confirmation Agent will remain until the MT760 is executed and he personally receives

from the bank officer a copy of the MT760 SWIFT executed, for immediate confirmation to the

Trading Platform.

IF THE ASSETS ARE PROVEN TO BE FALSE IN ANY WAY, THE TRADING PLATFORM WILL IMMEDIATELY

SUBMIT THE INVESTOR’S INFORMATION TO INTERPOL, THE FRAUDE SQUAD AT THE COUNTRY OF

RESIDENCE OF THE INVESTOR, THE FRAUD SQUAD AT THE COUNTRY OF RESIDENCE OF THE BANK

AND THE BANK HEAD OFFICE. ERASMUS IS DEALING WITH A REAL PLATFORM AND WE TAKE THE

BUSINESS VERY SERIOUSLY. IF THE INVESTOR IS NOT SURE OF HIS ASSETS AND HAS NOT GONE TO

THE BANK TO CHECK THEM PERSONALLY WE ADVICE TO DO SO BEFORE PROCEEDING.

Confirmation by the Trading Platform.

48 hours after receipt and confirmation of the MT760 assignment to the transacting bank,

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the investor will have a choice of having available to him 1% of the MT760 assignment

issuance in cash for transfer to his designated coordinates.

The Trading Platform will provide a credit line of 80% of face value of the MT760 assignment

and that will be the initial trade amount. The investor will receive 50% gross per week of the

credit line amount with a 40% net to the investor and 10% to the Trading Platform.

The PPP system only works with a genuine project like the GBHR project and as such the

progress of the investment will be audited a minimum of 3 time per year by a well-reputed

auditing firm which is assigned by the Trading Platform.

Summarizing:

Step 1

The investor will provide a Proof of Funds (PoF). This can be any of the following;

a copy of the CD, bank statement, a tear sheet, or bank letter of readiness and provide

a copy of passport, Client Information Sheet and a Letter of Authorization (See Appendix)

Step 2

After initial verification is completed, the investor will need to provide the supporting

documentation for the Private Placement Program. This will include but not be limited to

the Project Summary, History of Funds, Corporate registration documents, Non-solicitation

Letter, an Irrevocable Fee Protection Agreement (IFPA) of 10% for the Trading

Platform and a letter with the receiving bank coordinates for the revenue payments.

Step 3

Verification at the investor’s bank: On or before 4hr. after bank personal confirmation, the

investor will receive the PPP contract for signature and execution. Upon signing of the PPP

contract the investor will order his bank to start the process of issuing the MT799 pre-advice

of the MT760.

Upon receipt of answer of the MT799 from the transacting bank that they are ready to receive

Mt760, the investor’s bank will issue the MT760. A copy of the Mt760 will be provided to the

confirmation agent for his record and to inform the Trading Platform of the execution. The

receiving bank will confirm the receipt of the MT760 to the investor’s bank.

The PPP trading will commence on the Monday following the week of confirmation. The

reimbursement or payment to the investor will be executed on Fridays.

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Exit-buyers are mostly large financial institutions, insurance companies, or extremely wealthy

individuals. There are always intermediates between the trader and the exit buyer, so the issued

instruments are never sold directly to the exit-buyer.

The investors’ funds will never be used for the PPP transactions, because it is reserved as a

so-called compensating balance against a Credit Line. This Credit line is used as collateral

for the bought debt. Because the trading is done on pre- defined conditions, the Credit Line

doesn’t have to be used but it must be available to back up the buy-sell transactions.

The purpose of this type PPP trading is not to generate tremendous yields but to finance

projects.

The PPP scenario

Step 1

The Trader ‘s Bank, the issuing bank and the Bank of the ‘Exit Buyer ‘ agree on starting a series of

buy-sell transactions. The agreement provides that MTN’s are purchased from the Issuing Bank at a

reduced price and sold to an ‘Exit Buyer’ for face value.

Step 2

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The Bank of the ‘Exit Buyer ‘ sends a PoF to the Trader’s Bank for the amount of the initial Private

Placement Programs create funds by trading discounted Bank Issued Debt Instruments. The funds are

created because these debt instruments are deferred payment obligations, or liabilities issued at

discounted prices by major world banks. This program is a private market restricted to so-called

Commitment Holders who have contractual agreements with banks to buy a limited number of fresh-

cut debt instruments at a reduced the issuing bank within 8 hours and the instructions for sending

the MTN to the Exit Buyer ‘s Bank.

Step 3

50% of the revenues from the Buy-Sell program is used for filling up the IPO, as agreed

between the trader en het Joint Venture of Erasmus and the investor. Erasmus has to use the

revenues to pre-fill budgeted ESCROW accounts for the purpose of the GBHR project.

Step 4

Erasmus can decide to do a rollover of the Buy-Sell Program when additional funding

of the GBHR project or other projects if necessary.

Assumptions Private Placement Program.

In this example below the investor assigns €100 Mln to the Food Hub Project in Macedonia (FHM).

When his account is at an AA (A or +) rated bank, a 100% Credit Line will be possible. The total period

of the PPP is 56 weeks, of which 52 are used for actual trading. The costs of issuing the MT760 are

fixed at 1.5% of the investment. The margin between the face value of the MTN and the actual

purchase price of the MTN’s is 3%. The total commission fees for intermediates and finders

are set at 3% of the investment amount.

Step 1

The first step is the issuing of the investment, in this case € 100 Mln to the FHM project to

create a total required fund level of €1.7 Bln.

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Step 2

The trader’s bank sends an invoice of 97%, € 97 Mln of the face value of the fresh issued

MTN’s to the Exit Buyer to be paid within 4 hours and receives an invoice from the issuing

bank of face value to b paid within 8 hours.

Step 3

The revenues of the Buy-Sell program are € 100 Mln minus € 97 Mln is € 3 Mln per

transaction. A bank commission of 0.25% reduces the revenues. This makes a revenue

of € 2.99 Mln per transaction.

Step 4

The trade is repeated 4 times a week and 4 times a day. The total revenue in a week will

therefore be 16* €2.99 Mln makes €47.88 Mln. 50% of the revenues are returned to the

trading bank which leaves €23.9 Mln to be paid tot the account of the Joint Venture or to

separate accounts of Erasmus, the Investor, the trader and other beneficiaries. The account

of the investor will be completed to the agreed amount of yield. The trader is this example

will be rewarded with 0.25% = €59.7 K per week.

Weeks Total Yield FEED & Running Costs explanation

Cash Flow from the trade

From the start of the Trade, the ESCROW accounts will be filled up according to predetermined

budgets. We projected to start the realization of the project directly when the funds

are deposited. This is the start of the so-called Front End Engineering and Design (FEED)

phase. Because the total project has to be finished within 3 years.

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Risk

DISCLAIMER

This Invite to Invest Memorandum (IP) has been complied by Erasmus Investment

International (Company) and is provided solely for use by recipients in considering their

interest in investing in the Green Business Hub Rwanda project.

Recipients should conduct their own investigation and analysis of the Company and of

the information contained in the IM and are advised to seek their own professional

advice on legal, financial taxation and other consequences of acquiring ownership or

other legal rights in the company.

Neither the Company, nor affiliated partnerships, or bodies incorporate, nor the

directors, shareholders, managers, agents and advisors of any of them, make

representation or warranty, express, or implied as to the accuracy, reasonableness,

or completeness of the information contained in the IP. All such parties and entities

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expressly disclaim any and all liability for, or based on the relating to any such

information contained in, or errors in or omission form the IP or based on or relating

to the recipients of the IP.

The IP includes certain statements, budget and projections with respect to the

anticipated future performance of the GBHR project and as to the market for the

Company’s services. Such statements, budget and projections reflect various

assumptions made by the Company or the GBHR project concerning anticipated results,

which assumptions may or may not prove to be correct. No representation is made

as to the accuracy of such statements, budget and projections.

The Company reserves the right to negotiate, with one or more prospective investors

at any time and to enter into a definitive agreement with respect to one or more

transactions without prior notice to any other recipient of the IP or any other

prospective investor.

The company reserves the right to terminate, at any time, further participation

without attributing any reason therefore.

Abbreviations

BG Bank Guarantee

BLC Bank Letter of Confirmation

Bln Billion

BU Business Unit

CAPEX Capital Expenditure

CD Cash Deposit

CSR Corporate Social Responsibility

EDPRS II Economic Development and Poverty Reduction Strategy 2013-2018

EFTA European Free Trade Association

EPC Engineering, Procurement and Construction

FEED Frontend Engineering and Design

FHM Food Hub Macedonia

GBHR Green Business Hub Rwanda

IFPA Irrevocable Fee Protection Agreement

IP Investment Prospectus

IPO Irrevocable Pay Order

JVA Joint Venture Agreement

Mln Million

MTN Medium Term Note (Mid Term Note)

NDA Non Disclosure Agreement

PoF Proof of Funds

PPP Private Placement Program

PWC Price Waterhouse Coopers

Page 14: Investors prospectus gbhr

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RWA Ready, Willing and Able

SPV Special Purpose Vehicle

Additional information

For additional information on Erasmus and the Green Business Hub Rwanda, we refer to the

Websites:

www.erasmus-group.com ; www.foodhubmacedonia.com ; www.rwandachamber.org

Attachment

Pre-investment opportunity

Erasmus offers investors and contractors a unique pre-investment opportunity that underlines the

commitment from parties to the GBHR project.

In Rwanda Erasmus will create a SPV, GBHR Holding company being the project owner after

successful funding. One third of the shares of GBHR are available for co- investors. The commitment

between the Parties will be documented in a Memorandum of Understanding and a Share

Agreement. For co- investors or companies, a standard provision of this agreements is that the co-

investor makes US$ 1 million available for pre-financing the GBHR program or GBHR will acquire an

Expert Company of the investor or contractor at a pre-agreed price. The contractor or investor

acquires 10% of shares in GBHR at a purchase price of US$ 1,000,000. What will be for GBHR an over

$ 1.5 Billion project in assets.

Why is the leverage so high?

That is the case for some reasons:

1. If the co-investor steps in before the trade & financial engineering process has ended, he earns the leverage as a pre-investor. GBHR uses that money as a pre-finance for all partners involved doing their work in engineering and preparations of projects. After funding we start the FEED phase (Front End Engineering Development), not losing time for our suppliers & partners. There is always a small risk that there are delays or other problems during the funding process. The co-investor might lose part of his money because the financing is still not guaranteed.

2. If the program ends up with about $ 2B investment in Rwanda depending the final results of the FEED phase, there will be at least $ 1.5 B assets on the balance sheet at Holding level. The remaining part of the total investment is used for execution the program, non-profit expenses, and paying back pre-investments done by the parties involved in preparation the program. The returns in dividend are based on a ROI on assets.

3. GBHR is not after maximizing the profit. GBHR uses dividend partly for re-investments in the projects / companies, for project costs and the humanitarian non-profit side program.

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Example: Suppose at GBHR Holding level, we maximize the ROI for the co-investor at net 5%. The 5%

from a normal Bank for the original $ 1,000.000 is $ 50,000 / year.

But if you have 10% of the shares in the Holding:

The 5% of $1.5 B is $ 75 M. 70% is for GBHR, $ 52,500,000 and will be used for project costs,

Erasmus Investment costs, and financing the humanitarian side program, and re-

investments year after year.

With co- investor’s 10% it is 1/3 of $ 22,500,000 is $ 7,500.000 before dividend tax (in

Rwanda max. 15%). A very good ROI indeed, even if you must pay double dividend tax in your

country. But the first one or two years there is no 5% net dividend.

4. You get 10 % of the shares in the Holding but shares will have and keep a nominal value. You cannot make a profit with the shares. If you decide to sell you shares after some time you must sell them to EII at nominal value again (statutory).

Co-investment at BU level

Co-investors at business unit level (investment in a specific projects under GBHR) might take a share

at company level, business units / Ltd. under one of the Divisions under GBHR.

That investment is done into real estate or a construction factory or agriculture, greenhouses, agro-

processing plants, poultry, fish farming, silk production, production of fertilizers, an economic zone,

the logistic center or in energy. On request we send you an overview of projects you might be

interested in. We have about 45 separated projects.

Also there is a leverage between 5 – 10 times the total amount invested if the co-investor assigns

before trading has started, and depending the timing of the investment and the %% of the total

Capex in equity in that project. After funding co-investors can buy shares at nominal value.