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THE UNITED BASALT PRODUCTS LTD (UBP or the Company)
(Company Registration Number C862 and BRN C07000862)
(Incorporated on 1st ofJuly 1953 in the Republic of Mauritius)
LISTING PARTICULARS IN RESPECT OF:
THE ADMISSION TO LISTING OFUP TO 10,000,000UNSECURED FLOATING RATE BONDS OFUBP DUE 2018 (1.20% ABOVE REPO RATE)OF A NOMINAL
VALUE OF MUR 100 EACH.
Reference Number: LEC/P/03/2013
GLOSSARY OF TERMS
LEC- Listing Executive Committee of the Stock Exchange of Mauritius Ltd SEMThe Stock Exchange of Mauritius Ltd CDS The Central Depository & Settlement Co. Ltd FSC- Financial Services Commission The Act- The Securities Act 2005 UBP-The United Basalt Products Ltd IFRS-International Financial Reporting Standards IASB- International Accounting Standards Board ISDA - International Swap Dealers Association LP The Listing Particulars of UBP with respect to the listing of up to
10,000,000Unsecured Floating Rate Bonds of UBP
These Listing Particulars include particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules Governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The directors, whose names appear on page 15 and 16, collectively and individually accept full responsibility for the accuracy and completeness of the information contained in these Listing Particulars and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Neither the Listing Executive Committee (LEC) of the Stock Exchange of Mauritius Ltd (SEM) nor the Financial Services Commission (FSC)assumesany responsibility for the contents of this document. 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.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you have any doubt as to the action you should take, please consult your banker, investment dealer, legal advisor, accountant or other professional advisor immediately.
This document is intended only for the use of 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.
DECLARATION BY DIRECTORS
We, being the directors of The United Basalt Products Ltd, collectively and individually accept full responsibility, for and on behalf of the Board of Directors, for the accuracyand 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 (the Act), or any rules or regulations made under the Act as applicable. _______________________ ________________________ Laurent de la HOGUE Jean Michel GIRAUD Director Chief Executive Officer
SALIENT FEATURES OF THEFLOATING RATE BONDS
Issuer The United Basalt Products Ltd, a public company listed on the Official Market of the SEM
Issued Amount Up to MUR 1 billion by way of a Private Placement
Nominal Value MUR 100per Unit / Bond
Period 5 years
Issue Date 31st October2013
Maturity Date 31st October 2018
Status of the Bond Unsecured
Purpose of the Bonds Issue To re-structure the Companysexistingdebtsandto pursue its development plan
Interest (Coupon) Rate Bank of Mauritius Repo Rate + 1.20% (currently 5.85% per annum)
Coupon Payment Frequency Quarterly in arrears
Coupon Payment Date
Every 31st December, 31st March, 30th June &30th September until and including the Maturity Date, subject to adjustments in accordance with the Following Business Day Convention*
First Coupon Payment Date 31st December 2013
Trading of the Bonds The Bondsshall be listed on the Official Market of the SEM for daily trading
First Trading Day On or about 4thNovember 2013
Initial Minimum Subscription MUR 100,000
Governing Law Republic of Mauritius
* Under the definitions of the International Swap Dealers Association (ISDA), the Following Business Day Convention is where the date shall be the first following day that is a Business Day. The interest shall be accrued until this date.
An application has been made to the SEM on the 19th September 2013 for the admission to listing of the UBP Bonds. Permission has been granted by the Listing Executive Committee onthe 24th September 2013 for the Bonds to be admitted for listing on the Official Market of the SEM.
1 RATIONALE BEHIND THE ADMISSION OF THE BONDS
The rationale behind the Bonds Issue isthe re-structuring ofThe United Basalts Products Ltd (the Company)existing debts and the financing of its growth strategy based on its current and future development projects. The re-structuring of exiting debts includesthe repayment ofthe short term unsecured loansand part of the facilities with various banking institutions. As at 31st March 2013, the unsecured loans amounted to MUR 509.1 million and the bank overdrafts to MUR 102.6 million. The amount raised during the Bonds Issue will be used to repay the unsecured loans in priority followed by the bank overdrafts thereafter. The Bonds will be issued by way of a private placement targeting both individuals and institutions (the requirement under the Listing Rules Section 6.21 relating to least 100 members of the public will be met). The Bonds shall be listed on the Official Marketof the SEM to provide liquidity to the Bondholders. 2 DETAILS OF THEBONDS 2.1 Amount Up to 10,000,000unsecured Bonds of a nominal value of MUR 100 each,amounting to a total of MUR 1 billionwith a minimum of MUR 400 million in the first tranche.This amount may vary subject to the approval of the Board.In the event that the minimum subscription amount (MUR 400 million) is not reached, UBP shall not proceed with the Bonds Issue.Consequently, the funds received pursuant to the Bonds Issue shall be refunded in full to all subscribers without interest. Furthermore, the Bonds Issue will not be underwritten.On the first day of trading on or about 1st November 2013, 1,000 Bonds shall be made available for trading at an indicative price of MUR 100. 2.2 Interest rate and interest rate calculation The Bonds shall bear interest at a floating rate of based on the Bank of Mauritius Repo Rate (currently 4.65%) plus a margin of 1.20% i.e, as at date of this document, 5.85%, payable on a quarterly basis in arrears.The interest payment shall be effected by cheque or by bank transferas specified by the applicant. If during the course of the Bonds Issue process, there is a change in the Repo Rate, UBP shall notify SEM of the revised interest rate before the opening of the next trading session. The interest calculated shall be on a simple interest basis based on 365 days in a calendar year. The first interest shall be payable as from 31st December 2013 (pro-rata based on the number of days) and at the end of each Quarter thereafter, until and including the maturity date. Interest calculation and payment shall be in accordance with the ISDA Following Business Day Convention. 2.3 Interest payment dates Interest shall be payable quarterly and will occur on 31 December, 31 March, 30 June and 30 September in each year. Interest will be payable in arrears based on the Principal Amount. The last and final repayment date shall be 31stOctober 2018
Payment of interest shall be made directly to the registered holder of the Bond (or to any bank notified for such purpose by the holder of the Bond) to a place in Mauritius nominated by the holder of the Bond as a place for payment. The prescription period for claims for payment of interest and repayment of principal is 45 days following the interest due date and 45 days from the final principal repayment date. 2.4 Taxation As at the date of this document:
Interest paid by the Issuer to a Bondholderwhich is a company resident in Mauritius is subject to Income Tax at the current rate of 15% per annum.
Interest paid by the Issuer to a Bondholder who is an individual, a Socit or a Succession, is exempt from Income Tax.
Gains/losses made by a Bondholder who is an individual, a Socit or a Successionresident in Mauritius are considered as capital gains/losses and are not subject to Income Tax.
Gains/losses derived by a Bondholder which is a company resident in Mauritius from the sale of the Bonds held for:
o a period of 6 months or more, are considered a capital gains/losses; o a period of less than 6 months are subject to Income Tax at the
current rate of 15% per annum if these are held as trading asses.
A Bondholder who is resident in Mauritius is not subject to any withholding tax.
The above points pertaining to Taxation may be subject to amendments as a result of any change in the relevant laws, rules or regulations in force in the Republic of Mauritius.
2.5 Governing law The terms and conditions of the Bonds, and all the rights and obligations to the Bondholders, shall be governed by, and construed in accordance with the laws of Mauritius. 2.6 The Bonds The Bondsshall be issued at par value of MUR 100 each and shall be in registered form. The Certificate(s) that represent the Bondsshall be serially numbered or the Bonds shall be registere