tropical paradise co. ltd - associated brokers ltd · approved by the board of tropical paradise co...

TROPICAL PARADISE CO. LTD

Incorporated in Mauritius as a public company on December 12, 1994 Business Registration Number: C07013796

Registered office: Food & Allied Group Headquarters, Gentilly, Moka

Tel: 433 4225

FURTHER ADMISSION DOCUMENT

IN RESPECT OF

A proposed rights issue of 20,000,000 ordinary shares of no par value of Tropical Paradise Co. Ltd

(“TPCL”) at an issue price of Rs. 6.25, amounting to Rs. 125,000,000 in a proportion of eight (8)

new ordinary shares for every forty nine (49) ordinary shares held at the close of business on April

29, 2015.

This document serves as a Further Admission Document, as defined in the Rules of the Development and Enterprise Market (“DEM”) companies (the “DEM Rules”) of the Stock Exchange of Mauritius Ltd (“SEM”) and includes information given in compliance with the relevant sections of the DEM Rules with respect to the proposed rights issue of 20,000,000 ordinary shares by TPCL. The shares to be offered have been granted approval on 17 March 2015 by the Listing Executive Committee of the SEM with regards to their admission to listing on the DEM (subject to shareholders’ approval).

This document is important and requires your immediate attention.

This document is neither an invitation nor a prospectus nor a statement in lieu of a prospectus

for the public in Mauritius or elsewhere to subscribe for shares in TPCL.

If you are in any doubt about the action you should take, you should consult your financial advisor,

your investment dealer or any independent advisor immediately.

Date this document has been approved by the Listing Executive Committee: 17 March 2015 Further Admission Document No: LEC/R/01/2015

Ordinary shares ISIN number MU 0066100004

The proposed rights issue will be subject to shareholders’ approval at a special meeting to be held

on April 10, 2015.

DISCLAIMER Neither the Listing Executive Committee (“LEC”) of The Stock Exchange of Mauritius Ltd (“SEM”)

nor the SEM, nor the Financial Services Commission (“FSC”) assumes any responsibility for the

contents of this document. The LEC, the SEM and the FSC make no representation as to the

accuracy or completeness of any of the statements made or opinions or reports expressed in this

document and expressly disclaim any liability whatsoever for any loss arising from or in reliance

upon the whole or any part of this document.

The SEM, the LEC 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 this Further Admission Document has been filed with the FSC.

TROPICAL PARADISE CO. LTD (“TPCL”)

Further Admission Document in respect of the Rights Issue

DIRECTORS DECLARATION

The directors of TPCL, whose names appear in section 3, collectively and individually accept full

responsibility for the accuracy of the information contained in this Further Admission Document

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. The

directors further declare, that to the best of their knowledge and belief, the Further Admission

Document complies, where applicable, with the DEM Rules, the Companies Act 2001, the

Securities Act 2005 and any Rules or Regulations made under these Acts.

A copy of this Further Admission Document and all relevant statutory documents of TPCL, have

been filed with the FSC.

The Board of Directors (the “Board”) of TPCL hereby states that:

a) there has been no material adverse change in the financial or trading position of TPCL since

the latest interim published statements ended December 31, 2014;

b) no changes are anticipated in the nature of the business of TPCL; and

c) the working capital available to TPCL is sufficient for the running of the business for the next

12 months from the date of this document.

Approved by the Board of Tropical Paradise Co Ltd on _____, 2015 and signed on its behalf by

[Name of Director] [Name of Director]

[Date]

…………………………………………………… ………………………………………………………..



DOCUMENTS FOR INSPECTION

The following documents may be inspected during normal working hours at the registered office of

TPCL at Food & Allied Group Headquarters, Gentilly, Moka:

(a) The constitution of TPCL;

(b) The original Further Admission Document;

(c) Consents of persons named in this Further Admission Document to act in their respective

capacities;

(d) The audited financial statements of TPCL for the financial year ended June 30, 2014; and

(e) The unaudited financial statements of TPCL for the six months ended December 31,2014.



SALIENT FEATURES OF THE RIGHTS ISSUE

New Ordinary Shares New ordinary shares of no par value of TPCL

ranking pari passu with the existing ordinary

shares.

Purpose of the Issue Re-furbishment of Le Labourdonnais Waterfront

Hotel and financing of other capital

expenditures requirements.

Terms of the Issue Proposed rights issue of 20,000,000 New

Ordinary Shares of no par value of TPCL at an

issue price of Rs 6.25 in a proportion of eight (8)

New Ordinary Shares for every forty nine (49)

ordinary shares registered in the names of the

shareholders at the close of business on April 29,

2015.

Listing of the New Ordinary Shares Fully paid New Ordinary Shares will be listed and

traded on the Development and Enterprise

Market of the SEM as from June 19, 2015. The

Listing Executive Committee of the SEM has, on

17 March 2015, approved the listing of the New

Ordinary Shares.

Amount to be raised under the Rights Issue Rs. 125,000,000

Underwriter MCB Stockbrokers Ltd, a company registered

under the laws of Mauritius and having its

registered address 9th Floor, MCB Centre, 9-15

Sir William Newton Street Port Louis and bearing

registration number C07007927.

Opening of rights subscription May 14, 2015

Closing of rights subscription June 05, 2015

Issue date June 15, 2015

Payment terms Payable on June 05, 2015 at latest.



TABLE OF CONTENTS

DEFINITIONS ...................................................................................................................................................... 1

1 EXECUTIVE SUMMARY ........................................................................................................................... 2

1.1 PURPOSE OF THE RIGHTS ISSUE ............................................................................................................... 2

1.2 USE OF PROCEEDS ................................................................................................................................... 2

1.3 TERMS OF THE RIGHTS ISSUE................................................................................................................... 2

1.4 BOARD APPROVAL ................................................................................................................................... 2

2 BACKGROUND ............................................................................................................................................ 3

2.1 INFORMATION ABOUT TPCL AND ITS SUBSIDIARY .................................................................................. 3

2.1.1 Le Labourdonnais Waterfront Hotel ............................................................................................... 3

2.1.2 Le Suffren Hotel & Marina ............................................................................................................. 4

2.1.3 The Hennessy Park Hotel ............................................................................................................... 4

2.1.4 The Address Boutique Hotel ........................................................................................................... 4

2.2 RATIONALE BEHIND THE RIGHTS ISSUE ................................................................................................... 4

2.2.1 Re-furbishment of Le Labourdonnais Waterfront Hotel (Rs. 85 Million) ....................................... 4

2.2.2 Financing of expected capital expenditures (Rs. 40 Million) ......................................................... 5

3 CORPORATE INFORMATION ON TPCL .............................................................................................. 5

3.1 DIRECTORATE ......................................................................................................................................... 5

3.2 DIRECTORS’ INTERESTS ........................................................................................................................... 9

3.3 OTHER CORPORATE INFORMATION ........................................................................................................ 10

3.4 SUBSTANTIAL SHAREHOLDERS .............................................................................................................. 10

3.5 SHARE CAPITAL ..................................................................................................................................... 11

3.6 RIGHTS ATTACHED TO THE SHARES ....................................................................................................... 11

3.7 AGGREGATE REMUNERATION ................................................................................................................ 12

3.8 MATERIAL CONTRACTS ......................................................................................................................... 12

3.9 LEGAL AND ARBITRATION PROCEEDINGS............................................................................................... 12

3.10 LEGAL AND COMMERCIAL NAME ........................................................................................................... 12

3.11 EXTRACT FROM THE CONSTITUTION ...................................................................................................... 12

3.12 NUMBER OF EMPLOYEES ........................................................................................................................ 12

3.13 RISKS FACTORS ..................................................................................................................................... 13

3.14 DIVIDEND POLICY ................................................................................................................................. 15

4 TERMS OF THE PROPOSED TRANSACTION .................................................................................... 16

4.1 DILUTION IMPACT AND SHARES IN PUBLIC HANDS ................................................................................. 16

4.2 ISSUE PRICE FOR NEW ORDINARY SHARES ............................................................................................ 16

4.3 TERMS OF THE RIGHTS ISSUE................................................................................................................. 17

4.3.1 Acceptance .................................................................................................................................... 17

4.3.2 Application for excess ordinary shares ......................................................................................... 17

4.3.3 Underwriter .................................................................................................................................. 17

4.3.4 Unsubscribed shares ..................................................................................................................... 18

4.3.5 Share fractions .............................................................................................................................. 18

4.3.6 Sale of rights ................................................................................................................................. 18

4.3.7 Transfer of rights .......................................................................................................................... 18



4.3.8 Terms of payments ........................................................................................................................ 18

4.3.9 Allotment of shares ....................................................................................................................... 18

4.4 SHARES ISSUED ...................................................................................................................................... 19

4.5 COSTS ASSOCIATED WITH THE RIGHTS ISSUE ........................................................................................ 19

4.6 TIME TABLE ........................................................................................................................................... 20

5 THEORETICAL EX-RIGHTS PRICE ..................................................................................................... 21

6 FINANCIAL INFORMATION ON TPCL ............................................................................................... 22

6.1 UNAUDITED CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED DECEMBER 31, 2014 OF

TPCL AND ITS SUBSIDIARY ............................................................................................................................... 22

6.1.1 Unaudited condensed statement of comprehensive income .......................................................... 22

6.1.2 Unaudited condensed statement of financial position .................................................................. 23

6.1.3 Unaudited condensed statement of cash flows .............................................................................. 23

6.1.4 Unaudited condensed statement of changes in equity ................................................................... 24

6.2 FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2014 AND JUNE 30, 2013 OF TPCL AND ITS

SUBSIDIARY ....................................................................................................................................................... 24

6.2.1 Statements of comprehensive income ............................................................................................ 24

6.2.2 Statements of financial position .................................................................................................... 25

6.2.3 Statements of cash flows ............................................................................................................... 26

6.2.4 Statements of changes in equity .................................................................................................... 27

6.2.5 Borrowings ................................................................................................................................... 29

6.2.6 Dividends ...................................................................................................................................... 29

6.2.7 Contingent Liabilities ................................................................................................................... 29

7 LIST OF INVESTMENT DEALERS ........................................................................................................ 30

8 APPLICATION GUIDE ............................................................................................................................. 31

9 AUDITORS’ REPORT ............................................................................................................................... 31



1

DEFINITIONS

Definitions Details

Act The Companies Act 2001, as may be amended from

time to time

Board The Board of Directors of TPCL

CDS Central Depositary and Settlement Co Ltd

DEM The Development and Enterprise Market of the SEM

FAD This Further Admission Document prepared for the

purpose of the proposed rights issue pursuant to the

rules for DEM companies

New Ordinary Shares New ordinary shares of Rs. 6.25 each ranking pari

passu with the existing Ordinary Shares in the capital

of TPCL

Ordinary Shares Ordinary shares of no par value in the capital of

TPCL

Rights Issue The proposed rights issue of 20,000,000 New

Ordinary Shares of no par value at an issue price of

Rs.6.25 each to the shareholders of TPCL as

particularised in this FAD

Rs. Mauritian Rupees

SEM The Stock Exchange of Mauritius Ltd, established

under the repealed Stock Exchange Act 1988 and

governed by the Securities Act 2005 as amended

The Group TPCL and its subsidiary company, Triamad Co Ltd

TPCL/the Company Tropical Paradise Co. Ltd

The Proposed

Transaction

The Rights Issue

Transaction Adviser BDO & Co

Underwriter MCB Stockbrokers Ltd



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1 EXECUTIVE SUMMARY

1.1 Purpose of the Rights Issue

The main purpose of the Rights Issue is to finance the refurbishment of the

Labourdonnais Waterfront Hotel with a view to offer a unique experience with a

complete re-looking of the public areas and the introduction of an Executive

Floor. It will also be used to reduce current borrowings of the Group to facilitate

the financing of expected capital expenditures.

1.2 Use of Proceeds

The expected amount to be raised is Rs. 125,000,000 to be used as follow:

Rs.

Hotels’ refurbishment 85,000,000

Re-financing of current debts in view of future capital

expenditures 40,000,000

Total 125,000,000

1.3 Terms of the Rights Issue

The Rights Issue of 20,000,000 New Ordinary Shares of no par value of TPCL at an

issue price of Rs. 6.25 in a proportion of eight (8) New Ordinary Shares for every

forty nine (49) Ordinary Shares held at the close of business on April 29, 2015.

1.4 Board approval

The Board has approved the terms of the issue by written resolution dated March

13, 2015.



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2 BACKGROUND

2.1 Information about TPCL and its subsidiary

TPCL is a hotel company listed on DEM. The Company was incorporated in

1994 and developed Le Labourdonnais Waterfront Hotel, the first 5-star

business city hotel in Mauritius which is regarded as a reference in the

local hospitality industry and a landmark in the capital, Port Louis.

Following the success of Le Labourdonnais Waterfront Hotel and with the

objective of targeting a new market segment, TPCL opened a second

hotel in 2004 on the prime waterfront location, Le Suffren Hotel &

Marina, to satisfy the needs of the modern day business travellers, and

provide comfortable accommodation in the vibrant surroundings of the

waterfront at an affordable price.

With the objective to further enhance the market position of the

Company and consolidate its offer to the business community, TPCL has

acquired, through its wholly owned subsidiary, Triamad Co Ltd, a four

star hotel in Ebene, currently operating under the commercial name "The

Hennessy Park Hotel".

Triamad Co Ltd is a private company incorporated in Mauritius on July 8,

2011.

TPCL also concluded a management contract on April 1, 2013 with Hotel

Chambly Ltd for a 42 bedroom hotel, "The Address Boutique Hotel",

situated in the Port Chambly village, in the vicinity of Arsenal and Baie du

Tombeau.

2.1.1 Le Labourdonnais Waterfront Hotel

Le Labourdonnais Waterfront Hotel is acknowledged as Port-Louis'

foremost address for luxurious comfort, high profile conferences and

world-class cosmopolitan cuisine. This elegant 5-star hotel is adjacent to

the financial and business centre of the city and is within easy reach of

convention centres, embassies and major tourist attractions. Le

Labourdonnais Waterfront Hotel exudes refinement and exclusivity.

With its high standard of services and comfort, Le Labourdonnais

Waterfront Hotel combines a subtle blend of timeless elegance with

Mauritian art de vivre. The Hotel has a total of 109 guest rooms including

11 luxurious suites.

The hotel is ideally situated on the Waterfront in Port Louis, and offers

direct access to the exclusive Caudan Waterfront complex, Mauritius'

premier commercial and entertainment centre.



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2.1.2 Le Suffren Hotel & Marina

Le Suffren Hotel & Marina offers both business travellers and holiday

makers a sparkling and dynamic venue, perfect for business and pleasure

in a unique nautically themed environment. Le Suffren is perfectly

positioned to take full advantage of everything that Mauritius has to

offer, whether doing business in the capital, Port Louis, or taking time

out to discover the unspoilt beauty of the island.

In the quest of meeting increasing expectations from its clients, the hotel

has completed, in 2011, an extension to accommodate ten fully serviced

hotel apartments and a state of the art wellness centre as well as an

exquisite bar.

2.1.3 The Hennessy Park Hotel

Located in the heart of bustling Ebène City, next to Ebène shopping mall,

The Hennessy Park Hotel is a modern, innovative and well appointed four

star business hotel with an artistic touch. Muted business tones have been

replaced with a colour, zest and vibrancy designed to reflect the needs of

a new generation of creative entrepreneurs.

2.1.4 The Address Boutique Hotel

The hotel was refurbished in 2013-14 and reopened on February 20, 2014.

The hotel concept was completely reviewed with a new look and feel.

A number of food and beverage concepts were introduced including the

Izumi Japanese restaurant offering Teppanyaki tables, a sushi bar and two

tatami private rooms as well as the terrace overlooking the estuary.

For the well being of our guests, Ispa was introduced at The Address

Boutique Hotel with a new gym to enhance the guest experience.

2.2 Rationale behind the Rights Issue

2.2.1 Re-furbishment of Le Labourdonnais Waterfront Hotel (Rs. 85 Million)

The objective of the refurbishment is to re-define and upgrade the public

areas of the Labourdonnais Waterfront Hotel as well as the restaurants and

bar of the hotel with new trendy concepts. The banqueting services will, at

the same time, be reviewed to equip the hotel with modern and

professional facilities in order to offer a unique experience to our guests.

These improvements will enable the hotel to cater for every need of its

guests and be recognised as the finest business hotel in the region.

The refurbishment will also encompass the implementation of an Executive

Floor which will offer additional services dedicated to the Executive

Business Travellers. In addition guests residing on this floor will have

exclusive access to the Lounge which will provide a comprehensive set of

facilities and services. The Presidential Suite will also undergo a



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refurbishment and additional space will be made available as well as an

inter-leading room enabling our guests to relax or entertain in grand style

in superbly appointed living and dining areas.

2.2.2 Financing of expected capital expenditures (Rs. 40 Million)

The remaining funds from the Rights Issue will be used to assist with the

financing of the expected capital expenditures over the coming years.

These expenditures include the refurbishment of the rooms at the

Hennessy Park Hotel as well as the installation of energy efficient systems

to enable a reduction of the operating costs at Le Labourdonnais

Waterfront Hotel.

In the immediate future, those funds will be used to reduce current

borrowings of the Group and then ultimately facilitate the financing of

expected capital expenditures over the next two financial years.

3 CORPORATE INFORMATION ON TPCL

3.1 Directorate

Michel Doger de Spéville, C.B.E. (Chairman)

Born in 1937, Mr. Michel Doger de Spéville is the founder and Executive

Chairman of the Food & Allied Group. He is also the founder and Senator

of the JCI Mauritius, past president of The Mauritius Chamber of Commerce

and Industry and conferred “Honorary Fellow” by the University of

Mauritius for his contribution to the development of the Agro-Industry in

Mauritius.

Mr. Michel Doger de Spéville is the Chairman on the Board of Directors of

various companies of the Food & Allied Group of Companies. He is also a

board member of Les Moulins de la Concorde Ltée, Livestock Feed Limited

and Fincorp Investment Ltd.

Jean-Paul Chasteau de Balyon

Born in 1950, Fellow Member of the Mauritius Institute of Directors.

Jean Paul Chasteau de Balyon has retired on July 01, 2012 as Company

Secretary and Director of Swan Group Corporate Services Limited. Before

his retirement, he was a Council Member of the Mauritius Chamber of

Commerce and Industry (Member of its Nomination and Remuneration

Committee), Member of the Consultative Committee of the Stock Exchange

of Mauritius Ltd., Chairperson of the sub-committee of the Insurers’



6

Association on issues linked to the World Trade Organisation (WTO). Mr.

Chasteau is still a Director of Companies in the manufacturing and

commercial sectors and is a member of the Board of Governors of the MCCI

Business School. He was appointed on the board of TPCL on 29 March 2007.

Cédric Doger de Spéville

Born in 1979, obtained a “Maîtrise en économie” from University of Paris I

Panthéon Sorbonne in 2001. He also completed an Msc in Accounting and

Finance at the London School of Economics in 2002 and obtained a Master

in Business Administration from Columbia Business School in 2007. He was

Consultant for COFINTER in Paris from 2002 to 2003 and joined the Food &

Allied Group in 2003. In January 2013, Cédric de Spéville was appointed

Group Chief Executive Officer. He is director on various companies of the

Food & Allied Group. He is a former President of the Mauritius Chamber

of Commerce and Industry. He was appointed to the Board of TPCL on

August16, 2010.

Directorship in listed companies: Les Moulins de la Concorde Ltée,

Livestock Feed Limited, Mauritius Freeport Development Co Ltd, Forward

Investment and Development Enterprises Ltd.

Hector Espitalier-Noël

Born in 1958, Mr. Hector Espitalier-Noël is a member of the Institute of

Chartered Accountants in England and Wales. He worked with Coopers and

Lybrand in London and with De Chazal du Mée in Mauritius. He is presently

the Chief Executive of ENL Limited. He is also Chairman of New Mauritius

Hotels, Bel Ombre Sugar Estate Ltd and CIM Financial Services Ltd as well

as being a Director of several companies listed on the Stock Exchange of

Mauritius Ltd.

He was also the President of Rogers and Company Ltd, the Mauritius

Chamber of Agriculture, the Mauritius Sugar Producers’ Association and the

Mauritius Sugar Syndicate. Mr. Hector Espitalier-Noël was appointed

director on the Board of TPCL on May 31, 1996.

Directorship in listed companies: ENL Commercial Limited, ENL Investment

Limited, ENL Ltd, New Mauritius Hotels Ltd, Rogers and Co Ltd, ENL Land

Ltd, The Anglo Mauritius Assurance Society Ltd and Swan Insurance Co Ltd.

Charles Philippe de Bragard Hardy

Born in 1972, founding member and Managing Director of DMH Associates.

He has a very diversified exposure to finance having held various roles

spanning investment management, business development, corporate



7

planning and transaction advisory.

He is the leading partner of DMH Associates’s corporate finance advisory

services having coordinated and advised on several capital structuring as

well as mergers and acquisitions transactions across many industries in the

past 10 years, with a particular expertise in dealing with family held

enterprises and owner managed businesses of all sizes.

Mr de Bragard Hardy 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 a director on several public and private companies, chairing audit

committees in various instances. Mr de Bragard Hardy was appointed

director of TPCL on February 14, 2014.

Directorship in listed companies: Plastic Industry (Mauritius) Ltd.

René Leclézio

Born in 1956, holder of a BSc (Chemical Engineering) from Imperial

College, London, and an MBA from the London Business School. Mr.

Leclézio was appointed director of TPCL on December 12, 1994. Before

being appointed CEO of Promotion and Development in 1987, he worked in

London as consultant engineer in the oil and gas industry and with Lloyds

Merchant Bank as Assistant Manager in Project Finance.

Directorship in listed companies: Anglo Mauritius Assurance Society Ltd,

Caudan Development Limited, Excelsior United Development Co Ltd,

Mauritius Freeport Development Co Ltd, Promotion and Development Ltd,

and Swan Insurance Co Ltd.

Pierre-Yves Pougnet

Born in 1942, accountant by profession, Mr. Pierre-Yves Pougnet is the

Executive Vice Chairman of the Food & Allied Group of Companies. He was

appointed to the Board of TPCL on December 12, 1994. Mr. Pougnet also

sits on the Board of P.O.L.I.C.Y. Limited, Livestock Feed Limited, Avipro

Co Ltd, and Les Moulins de la Concorde Ltée.

Louis Rivalland

Born in 1971, Mr. Louis Rivalland was appointed to the Board of TPCL on 4

October 2012. He is currently the Group Chief Executive of Swan

Insurance and Anglo-Mauritius Assurance. He was previously part of the

management team of Commercial Union in South Africa and conducted

several assignments for Commercial Union in Europe. He then worked as

Actuary and Consultant for Watson Wyatt in Johannesburg.



8

He was the President of the Joint Economic Council and the Insurers’

Association of Mauritius. He has played an active role in the development

of risk management, insurance and pensions in Mauritius having chaired or

been part of various technical committees on these areas.

He holds a BSc (Hons) in Actuarial Science and Statistics, and is a Fellow of

the Institute of Actuaries, UK.

Directorship in listed companies: Air Mauritius Ltd, Constance Hotels

Services Ltd, ENL Commercial Ltd, ENL Land Ltd, Hotelest Ltd, Ireland

Blyth Ltd, New Mauritius Hotels Ltd, Swan Insurance Co Ltd, The Anglo-

Mauritius Assurance Society Ltd.

Rolph Schmid

Born in 1962, Qualified Chef, holder of a Hotel School diploma and a

Business School Certificate. During his career he worked for a number of

hotel groups such as Swiss hotels, Hyatt International, Beachcomber hotels

and was General Manager for Southern Sun hotels before joining the

Labourdonnais Waterfront Hotel and was appointed in 2004, as General

Manager of Labourdonnais Waterfront Hotel and Le Suffren Hotel & Marina.

Since 2011, he was nominated as Managing Director of both TPCL and

Triamad Co. Ltd trading as the Hennessy Park Hotel. In 2013, he was

assigned one additional hotel portfolio: Hotel Chambly trading as The

Address Boutique Hotel.

Alternate Directors

Noël Eynaud

(*Alternate to Michel de Spéville, C.B.E.)

Born in 1940, Accountant by profession, is a Director of Management and

Development Company Limited. He was appointed to the Board of TPCL on

December 14, 2006 as alternate director to Mr. Michel de Spéville and is a

member of the Audit & Risk Committee. Mr. Eynaud also sits on the Board

of Avipro Co Ltd and is alternate Director on the Board of Livestock Feed

Limited.

Eric Espitalier-Noël

(*Alternate to Hector Espitalier-Noël)

Born in 1959, holds a Bachelor’s degree in Social Sciences and an MBA. He

is currently the Chief Executive Officer of ENL Commercial Limited. He

was appointed to the Board of TPCL on June 14, 2000.

Directorship in listed companies: Automatic Systems Ltd, ENL Commercial

Ltd, ENL Investment Limited, ENL Land Ltd, ENL Limited, Les Moulins de la

Concorde Ltée, Livestock Feed Limited and Rogers & Co Ltd



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3.2 Directors’ interests

The table below shows the interests of the Directors of TPCL in ordinary

and preference shares of the Company as at June 30, 2014.

No.

DIRECTORS

Direct Shareholding

%

Indirect

Shareholding

%

Number of

Directorship

in

Listed Companies

Ord Pref Ord Pref

1 Jean-Paul Chasteau de Balyon - - - - -

2 Michel de Spéville, C.B.E. - - 13.13 - 4

3 Cédric de Spéville - - 0.17 - 4

4 Hector Espitalier-Noël - - 1.802 - 9

5 Philippe de Bragard Hardy (as

from 14.02.2014)

- - - - 2

6 René Leclézio - - - - 7

7 Pierre-Yves Pougnet 0.065 0.100 0.009 - 4

8 Louis Rivalland - - - - 10

9 Rolph Schmid - - - - 1

ALTERNATE DIRECTORS

1 Noël Eynaud

(Alt. to Michel de Spéville)

- - 0.038 0.061 3

2 Eric Espitalier-Noël

(Alt. to Hector Espitalier-Noël)

- - 1.750 - 9



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3.3 Other corporate information

The table below provides other corporate information on TPCL.

Corporate Information Name Address

Company Secretary M & D Secretarial Services

Ltd

Food & Allied Group

Headquarters, Gentilly,

Moka

Share Registry Management &

Development Corporate

Services Ltd

Food & Allied Group


Moka

Management company Indigo Hotels & Resorts Ltd Food & Allied Group


Moka

Auditors & financial advisors BDO & Co 10, Frère Félix de Valois

Street, Port-Louis

Bankers The Mauritius Commercial

Bank Ltd

The Hongkong and

Shanghai Banking

Corporation Limited

State Bank of Mauritius Ltd

9-15, Sir William Newton

Street, Port Louis

4F HSBC Centre,

18 Cybercity, Ebene

State Bank Tower

1 Elizabeth II Avenue

Port-Louis

Legal advisor Patrice de Spéville, S.C. Chancery House, Port Louis

Notary Jean-Pierre Montocchio Labama House, Port Louis

3.4 Substantial shareholders

Shareholders owning more than 5% of the shares of TPCL as at June 30, 2014 were as

follows:

Shareholders No of Ordinary

Shares Percentage

Indigo Hotels & Resorts Ltd 54,154,185 44.20%

ENL Investment Limited 16,380,700 13.37%

Promotion & Development Co Ltd 14,700,000 12.00%

The Anglo-Mauritius Assurance Society Limited 14,384,538 11.74%



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3.5 Share capital

As at June 30, 2014 the issued share capital of TPCL was Rs. 1.028 billion made up of:

� 122,500,000 fully paid ordinary shares of no par value; and

� 750,000 16% preference shares of Rs. 100 each out of which 8% is cumulative.

Following the Rights Issue, the capital structure of TPCL would be as follows:

Pertaining to ordinary

shareholders

Pertaining to

preference

shareholders

No of Ordinary

Shares

Ordinary Share

Capital

Preference

Share

Capital

Total

Units. Rs. Rs. Rs.

At June 30,

2014 122,500,000 953,125,000 75,000,000 1,028,125,000

Rights Issue 20,000,000 125,000,000 - 125,000,000

Total 142,500,000 1,078,125,000 75,000,000 1,153,125,000

3.6 Rights attached to the shares

Each of the existing Ordinary Share confers upon its holder the rights set out in Section

46(2) of The Act together with any other rights conferred by the constitution of the

Company.

The rights conferred by Section 5.2 of the constitution of the Company are the following:

I. The right to one vote on a poll at a meeting of the Company on any resolution;

II. The right to an equal share in dividends authorised by the Board; and

III. The right to an equal share in the distribution of surplus assets of the Company.

Rights of Preference Shares (as per section 5.2.3 of the constitution)

Preference shareholders have the right to a fixed preferential cumulative dividend at the

rate of 8% per annum and a fixed preferential non cumulative dividend at the rate of 8%

per annum.

Preference shareholders have no right:

(i) to any further participation in the profits and/or assets of the Company in case of

winding up except for any arrears on the cumulative preferential dividend, and (ii) to



12

receive notice of, or attend or vote at the General Meetings of the Company.

3.7 Aggregate remuneration

Remuneration and benefits received by the non-executive Directors of the Group from

TPCL and its subsidiary company for the year ended June 30, 2014 amounted to Rs.

1,257,500.

3.8 Material contracts

The Company has a management contract with Indigo Hotels & Resorts Limited, a

major shareholder, in which three Directors of TPCL have an indirect interest.

Indigo Hotels & Resorts Limited, spearheading the hotel activities of the Food & Allied

Group of Companies, oversees the performance and strategic development of the

individual hotels, ensuring the cohesive sharing of enterprise culture and values

throughout the entities.

3.9 Legal and arbitration proceedings

There were no legal or arbitration proceedings during the previous 12 months which

may have, or have had in the recent past significant effects on the Company's financial

position or profitability.

3.10 Legal and commercial name

TPCL operates under the commercial names of “Le Labourdonnais Waterfront Hotel”

and “Le Suffren Hotel & Marina”. Triamad Co Ltd presently operates under the

commercial name of “The Hennessy Park Hotel”. Hotel Chambly Ltd presently operates

under the commercial name of “The Address Boutique Hotel".

3.11 Extract from the constitution

The objects of The Company are to set up and manage hotels, restaurants, shops, casinos

and other activities, which can be carried on in connection therewith (Section 3.3.1 of

the constitution of the Company).

3.12 Number of employees



13

As at June 30, 2014, the number of employees of TPCL was 313, that of Triamad Co Ltd

was 161 and that of Hotel Chambly Ltd was 89.

3.13 Risks factors

Investing in any business comprises risks. The risks relevant to TPCL are listed below:

(i) Political And Economic Development Risks

TPCL is dependent on the state of the economy and consequently on the

Government’s policies implemented to enhance the economic conditions. TPCL is

also indirectly impacted by the condition of the tourism industry which is dependant upon the Government’s strategies relating to the promotion for this

sector and air access policy.

(ii) Hotel Industry Demand And Supply Cycle Risks

TPCL faces the risks of fluctuating demand and increasing room supply in the

hotel industry in Mauritius. The general economic uncertainties in the world,

particularly in Europe, has had a significant effect on the operations of TPCL due

to its dependency on business guests’ arrivals.

The seasonality experienced in the low and high season also affects the financial

position of the Company as well as the operations in a context where fixed costs are high.

Finally, competition and room overcapacity on the island due to the emergence

of new players in the hotel industry, have a material impact of room occupancy and rates.

Seeking new and emerging markets to expand its client base as well as

diversifying its revenue mix will help TPCL to mitigate this risk.

(iii) Human Resources Risks

There is a need to find the right people and retain them in a highly competitive market to deliver quality service.

TPCL proposes several incentives schemes in order to be regarded as an

attractive employer in the hotel sector. A training structure has been implemented and management is currently completing a succession planning for

the Group.

(iv) Information Systems Risks

TPCL is highly dependent on information systems to handle its operations.

Disruption of these services might adversely impact operations despite business

continuity and disaster recovery processes implemented.

Maintenance agreements for all key equipments are effective and regular off site

backups are done to prevent information loss. IT audits have been put in place to



14

ensure identification and elimination of weaknesses in TPCL systems.

(v) Development Risks

While the strategy of the Company is to seek growth, the availability of growth

opportunities in Mauritius is limited. The Company’s operational results might

be adversely impacted if new growth strategies are not explored.

(vi) Litigation Risks

Litigation risks from guests, suppliers, partners, employees and regulatory

authorities remain a risk. Insurances are taken by the Company in order to

mitigate these risks.

(vii) Insurance Risks

The Company maintains insurance levels in order to cover the risk profiles of its

operations. Inadequate or insufficient insurance could expose TPCL to large

claims or loss of capital invested, adversely impacting the financial results.

TPCL uses external consultants and reviews its insurance policies on a yearly

basis to ensure adequate coverage.

(viii) Borrowing And Debt Coverage Risks

TPCL depends on its capacity to borrow to meet its expected capital

requirements. Inability to repay or failure to comply with debt covenants might

affect the Company’s ability to contract future loans.

TPCL has in place a Financial department that ensures that all debt repayments

and compliance clauses are respected.

(ix) Financial Risks

The Company is exposed to a wide range of financial risks namely:

− Foreign currency risk/Interest rate risk: TPCL holds a small portfolio of

foreign currency debt, in respect of which it faces exposure to fluctuations

in currency risks as well as interest rate risks. TPCL has maintained a

prudential approach to limit its foreign currency risk given the increased

volatility registered in the current market.

− Credit risk: Credit risk is the risk that counterparty will not meet its

obligations under a financial instrument or customer contract which might

result to financial loss. To mitigate such risk, a Credit Committee has been

implemented and credit facilities are only given to creditworthy clients of

the Company after a thorough check with rating agencies or relevant publicly

available financial information.



15

− Liquidity risk: TPCL is constantly faced with short-term cash flow risk due to

its credit/ gearing policies and business fluctuations. In order to mitigate this

risk additional overdraft facilities have been negotiated with financial

institutions.

− Cost acceleration risk: Operating and regulatory costs may rise in periods

where price adjustments are not feasible thus creating a risk to the Company

which might impact on its overall profitatbility.

3.14 Dividend Policy

TPCL follows a policy of paying dividends to ordinary shareholders in accordance with its

profitability and liquidity and investments requirements.

Preference shareholders are subject to the provisions of the Consitution of the Company

(as per clause 3.6 of this document).



16

-

4 TERMS OF THE PROPOSED TRANSACTION

The section below provides information about the securities for which listing is being

sought.

The Proposed Transaction as referred to above consists of 20,000,000 New Ordinary

Shares of no par value of TPCL at an issue price of Rs. 6.25 in a proportion of eight (8)

New Ordinary Shares for every forty nine (49) Ordinary Shares registered in their names

at the close of business on April 29, 2015. TPCL will not issue fractional shares. The

number of New Ordinary Shares will be rounded down to the nearest integer when

fractions occur.

Immediately following the completion of the Rights Issue in accordance with the terms of

this FAD, the New Ordinary Shares will rank in all respect pari passu with the Ordinary

Shares presently in issue. Fully paid New Ordinary Shares will be listed and traded on the

DEM as from June 19, 2015.

4.1 Dilution impact and shares in public hands

As a result of the Proposed Transaction, the maximum dilution per share for a

shareholder not subscribing to the Rights Issue has been estimated to be 14%.

4.2 Issue Price for New Ordinary Shares

The Board has applied a discount of approximately 14% on the average trading price of the

ordinary shares over the 12 months ended December 31, 2014.

Average 12 months share price Rs. 7.25

Discount to share price 14%

Offer price Rs. 6.25

The Rights Issue price represents a discount of 5% on TPCL’s share price (Rs 6.56) as at March 16,

2015.

Total number of Ordinary Shares

Current 122,500,000

Following Rights Issue 142,500,000

14.04%



17

4.3 Terms of the Rights Issue

Subject to shareholders’ approval of the Rights Issue, the offer letter, application guide

and application forms will, on or about May 08, 2015, be sent to shareholders registered

at close of business on April 29, 2015.

4.3.1 Acceptance

Acceptance wholly or partially may only be done by signing Form A or Form E

respectively (see section 8). The completed form must be returned with the payment for

New Ordinary Shares subscribed to the Company Secretary at Food & Allied Group

Headquarters Gentilly, Moka not later than June 05, 2015. The acceptance of the Rights

Issue is irrevocable and cannot be withdrawn.

4.3.2 Application for excess ordinary shares

Shareholders subscribing in full to the offer may also apply on the same terms and

conditions for New Ordinary Shares in excess of their entitlements and should complete

Form B (see section 8). The said form must be returned with the payment for excess

New Ordinary Shares applied for to the Company Secretary at Food & Allied Group

Headquarters, Gentilly, Moka not later than June 05, 2015.

I. Any New Ordinary Share not subscribed for in terms of the Rights Issue will be

allotted by the Board, at their discretion, to applicants for excess New Ordinary

Shares on a fair basis, taking into consideration the number of Ordinary Shares held

by the applicant and the number of New Ordinary Shares applied for by the

applicant;

II. Unallocated fractions will be pooled together with any unsubscribed shares to meet

application for excess New Ordinary Shares;

III. The results of the allocation of the excess New Ordinary Shares (if any) will be

notified to the relevant shareholders on June 15, 2015; and

IV. No interest will be paid on monies received in respect of applications for excess New

Ordinary Shares. Refund cheques in respect of unsuccessful applications will be

posted to the shareholders’ address not later than June 15, 2015.

4.3.3 Underwriter

The underwriter will subscribe for or procure the subscription of all New Ordinary Shares

of TPCL issued under the Rights Issue which have not been taken by the shareholders in

accordance with the terms of its underwriting agreement which has been signed on

February 13, 2015.



18

4.3.4 Unsubscribed shares

The New Ordinary Shares in respect of which no duly completed and signed forms and/or

relevant full payment have been received at the closure of the subscription shall remain

under the control of the Board of Directors of TPCL. The latter shall allot them to the

Underwriter and/or such persons as the Underwriter may nominate at a price which shall

not be less than the subscription price of Rs. 6.25.

4.3.5 Share fractions

Should the issue of eight (8) New Ordinary Shares for every forty nine (49) Ordinary Shares

give rise to share fractions, these shall be rounded down to the nearest share for offer.

4.3.6 Sale of rights

Shareholders who do not wish to subscribe for any of the shares offered may sell their

rights by completing and signing Form C (see section 8). This form may then be negotiated

through one of the Licensed Stockbroking Companies listed in section 7 and the rights sold

on the DEM from May 22, 2015 to May 28, 2015.

4.3.7 Transfer of rights

The rights of a shareholder to subscribe for shares under the Rights Issue may be

transferred to a related party by completing Form D (see section 8) in accordance with the

instructions contained thereon.

The transfer of rights may only be accepted if made between spouses, an ascendant to a

descendant, by a société to its members, or by way of succession. A certified true copy of

document evidencing such relationship must be submitted together with the duly

completed and signed Form D (for example, birth certificate, marriage certificates, “Acte

de Société”, affidavit.)

Duly completed and signed Form D must be remitted to one of the Licensed Stockbroking

Companies listed in section 7 which will in turn submit the duly completed Form D with

the payment to the Company Share Registry, Mangement & Development Corporate Service

Ltd, not later than June 05, 2015.

4.3.8 Terms of payments

The Rights Issue will be payable in full on or before June 05, 2015 in ONE instalment.

All payments must be made by cheque drawn to the order of TROPICAL PARADISE CO. LTD

and crossed.

A separate cheque must be submitted, on the same terms described above, for payments

in relation to excess New Ordinary Shares applied for.

Should a cheque forwarded in payment be dishonoured by the drawer’s bank, the

application will not be considered.

No cash payments will be accepted.

4.3.9 Allotment of shares



19

The allotment of shares will be effected within 10 days of the expiry of the period for the

payment of the New Ordinary Shares subscribed.

The CDS accounts of all applicants who have been allotted New Ordinary Shares and who

have an account at CDS will be credited by June 18, 2015. A letter will be sent on June 18,

2015 to confirm the number of shares credited on CDS.

Share certificates, in respect of shares allotted to all other shareholders, will be posted to

their registered address on June 18, 2015.

The New Ordinary Shares will be allotted taking into consideration the pre-emptive right

of each shareholder and that the shareholding of any shareholder or corporate shareholder

acting together in concert shall not exceed 49.99% after the Rights Issue.

4.4 Shares issued

The shares will be issued in registered and certificated form.

4.5 Costs associated with the Rights Issue

The estimated total cost associated with the Rights Issue is shown in the table below:

Rights Issue Costs Rs.

Underwriting fees 250,000

Financial Advisor Fees 300,000

Printing Fees 200,000

Others 160,000

Total 910,000



20

4.6 Time table

DESCRIPTION DATE

Special meeting of shareholders 10.04.15

First cum rights trading session 13.04.15

Last day to deposit share certificates in CDS for first day of trading of rights 22.04.15

Last cum rights trading session 24.04.15

Shares quoted ex-rights 27.04.15

Record date for shareholders entitled to receive offer to subscribe 29.04.15

Opening of rights subscription 14.05.15

First day to deposit offer letters in CDS for trading of rights 15.05.15

Last day to deposit offer letters in CDS for trading of rights 21.05.15

First day for trading of rights 22.05.15

Last day for trading of rights 28.05.15

Closure of rights subscription & due date for payment 05.06.15

Allotment of fully paid shares 15.06.15

Credit CDS Accounts 18.06.15

Sending of allotment letters and share certificates to shareholders 18.06.15

First day of trading of fully paid New Ordinary Shares 19.06.15



21

5 THEORETICAL EX-RIGHTS PRICE

The theoretical ex-rights price is based on the share price of the Company on

January 27, 2015, being the last practicable day prior to the publication of this

Further Admission Document to shareholders.

Details Rs./Units

Last price quoted prior to the issue 7.00

Number of shares in issue net of treasury shares 122,500,000

Market capitalisation prior to the issue 857,500,000

Number of shares to be issued 20,000,000

Value of shares issued 125,000,000

Capitalisation following the issue 982,500,000

Number of shares following the issue of New Ordinary Shares (net

of treasury shares)

142,500,000

Theoretical ex-rights price following the issue 6.89



22

6 FINANCIAL INFORMATION ON TPCL

Inspite of the adverse global economic conditions and challenges facing the hotel

industry, TPCL has achieved an increase in occupancy and average room rates resulting in

a profit before taxation of Rs. 29.8 million for the year ended June 30, 2014 as compared

to Rs. 17.1 million for the year ended June 30, 2013.

The refurbishment of the Labourdonnais Waterfront Hotel is scheduled to start in May

2015 resulting in the closure of the Hotel for up to two months. This will entail a loss of

revenue and hence impact the results for the year ending June 30, 2015..

6.1 Unaudited condensed financial statement for the 6 months ended December 31, 2014 of TPCL and its subsidiary

The tables below sets out the unaudited abridged interim financial statements for the six

months ended December 31, 2014.

6.1.1 Unaudited condensed statement of comprehensive income

Rs 000's Unaudited

Dec 31, 2014

Turnover 298,620

Operating profit 26,434

Net finance costs (18,354)

Profit before taxation 8,080

Income tax (1,074)

Profit for the year 7,006

Other Comprehensive Income -

Total Comprehensive Income 7,006



23

6.1.2 Unaudited condensed statement of financial position

6.1.3 Unaudited condensed statement of cash flows

Rs 000's Unaudited

Dec 31, 2014

ASSETS

Non-current assets 2,023,301

Current assets 112,948

Total Assets 2,136,250

EQUITY AND LIABILITIES

Capital and reserves

Share capital 1,028,125

Revaluation and other reserves 464,944

Total equity 1,493,069

Liabilities

Non-current liabilities 423,991

Current liabilities 219,190

Total liabilities 643,181

Total equity and liabilities 2,136,250

Rs 000's Unaudited

Dec 31, 2014

Net cash from operating activities 33,862

Net cash used in investing activities (13,375)

Net cash generated from financing activities 9,093

Increase in cash and cash equivalents 29,580

Movement in cash and cash equivalent

At July 1, (126,626)

Increase/(decrease) 29,580

At December 31, (97,046)



24

6.1.4 Unaudited condensed statement of changes in equity

6.2 Financial statements for the years ended June 30, 2014 and June 30, 2013 of TPCL and its subsidiary

The tables below sets out the audited financial statements for the year ended June 30,

2014 and the audited (restated) financial statements for the year ended June 30, 2013.

6.2.1 Statements of comprehensive income

PERTAINING TO

PREFERENCE

SHAREHOLDERS

Ordinary Fair value Preference

share and other Retained share

capital reserve earnings capital

At July 1, 2014 953,125 375,682 82,256 75,000 1,486,063

Total comprehensive income for the year - - 7,006 - 7,006

Transfer of excess depreciation on revaluation of

property, plant and equipment - (1,333) 1,333 - -

At December 31, 2014 953,125 374,349 90,595 75,000 1,493,069

Rs 000's

PERTAINING TO ORDINARY SHAREHOLDERS

Total

Audited (Restated)

June 30, 2014 June 30, 2013

Turnover 579,683 542,212

Cost of sales ( 264,423) ( 247,286)

Gross profit 315,260 294,926

Other income 7,388 1,922

Other gains 2,349 3,009

Marketing and selling expenses ( 9,257) ( 9,294)

Administrative expenses ( 198,287) ( 184,667)

Depreciation and amortisation ( 46,259) ( 44,196)

Operating profit 71,194 61,700

Interest income 10 224

Finance costs ( 41,430) ( 44,831)

Profit before taxation 29,774 17,093

Taxation ( 2,570) ( 1,136)

Profit for the year 27,204 15,957

Other comprehensive income :

Items that will not be reclassified to profit or loss:

(Losses)/gains on revaluation of buildings ( 2,138) 175,646

Remeasurement of post employment benefit obligations 969 ( 1,909)

Deferred tax on remeasurement of post employment benefit obligations ( 145) 286

Items that may be reclassified subsequently to profit or loss:

Deferred tax on revaluation of buildings during the year 320 ( 26,347)

Other comprehensive income for the year ( 994) 147,646

Total comprehensive income for the year 26,210 163,633

Basic earnings per share (Re) 0.12 0.08

Rs 000's



25

6.2.2 Statements of financial position

Audited

Audited

(Restated)

June 30, 2014 June 30, 2013

ASSETS

Non-current assets

Property, plant and equipment 1,938,583 1,948,943

Intangible assets 76,905 79,960

Investment in subsidiary - -

Investment in financial assets 17,856 18,106

Non-current receivable - -

2,033,344 2,047,009

Current assets

Inventories 46,701 40,968

Trade and other receivables 55,387 53,998

Cash and cash equivalents 4,885 9,486

106,973 104,452

Total assets 2,140,317 2,151,461

EQUITY AND LIABILITIES

Capital and reserves

Share capital 1,028,125 1,028,125

Revaluation and other reserves 375,682 379,248

Retained earnings 82,256 71,830

Shareholders' interests 1,486,063 1,479,203

Non-current liabilities

Borrowings 269,549 340,333

Deferred tax liabilities 155,246 152,850

Retirement benefit obligations 10,665 10,409

435,460 503,592

Current liabilities

Trade and other payables 61,536 57,474

Borrowings 157,258 110,609

Current tax liabilities - 583

218,794 168,666

Total equity and liabilities 2,140,317 2,151,461

Rs 000's



26

6.2.3 Statements of cash flows

Audited

Audited

(Restated)

June 30, 2014 June 30, 2013

Cash flow operating activities

Cash generated from operations 104,883 108,584

Interest received 10 223

Tax paid (583) (1,947)

Interest paid (31,984) (36,844)

Net cash from operating activities 72,326 70,016

Cash flow from investing activities

Purchase of property, plant and equipment (32,672) (34,701)

Payment of retention fees (2,139) -

Purchase of intangible assets (962) (1,915)

Proceeds from sale of property, plant and equipment 1,288 346

Proceeds from sale of financial assets 1,042 -

Loan granted to subsidiary - -

Loan repayment received from subsidiary - -

Net cash used in investing activities (33,443) (36,270)

Cash flow from financing activities

Finance lease principal payments (912) (910)

Proceeds from long-term borrowings 300,000 -

Repayment of long term borrowings (384,667) (33,284)

Dividend paid to preference shareholders (12,000) (6,000)

Dividend paid to ordinary shareholders (7,350) -

Net cash (used in)/from financing activities (104,929) (40,194)

Net decrease in cash and cash equivalents (66,046) (6,448)

Movement in cash and cash equivalents

At July 1, (60,580) (54,132)

Decrease in cash and cash equivalents (66,046) (6,448)

At June 30, (126,626) (60,580)

Rs 000's



27

6.2.4 Statements of changes in equity

Audited statement of changes in equity as at June 30, 2014.

PERTAINING TO

PREFERENCE

SHAREHOLDERS

Ordinary Preference

share Revaluation Actuarial Retained share

capital reserve (losses)/gains earnings capital

Balance at July 1, 2013

- as previously reported 953,125 384,501 - 68,201 75,000 1,480,827

- effect of adopting IAS 19 (Revised) - - ( 1,217) 52 - ( 1,165)

- effect of changes in Employees Rights Act - - - ( 1,170) - ( 1,170)

- effect of change in accounting policy - - - 712 - 712

- transfer of depreciation on revaluation surplus on

property, plant and equipment - ( 4,035) - 4,035 - -

- as restated 953,125 380,466 ( 1,217) 71,830 75,000 1,479,204

Total comprehensive income for the year - ( 1,817) 823 27,204 - 26,210

Transfer of depreciation on revaluation surplus on


Dividend paid - - - ( 19,351) - ( 19,351)

At June 30, 2014 953,125 376,076 ( 394) 82,256 75,000 1,486,063

Rs 000's


Total



28

Audited (restated) statement of changes in equity as at June 30, 2013.

PERTAINING TO

PREFERENCE

SHAREHOLDERS

Ordinary Preference

share Revaluation Actuarial Retained share

capital reserve (losses)/gains earnings capital

Balance at July 1, 2012

- as previously reported 953,125 235,202 - 58,656 75,000 1,321,983

- effect of adopting IAS 19 (Revised) - - 405 - - 405

- effect of changes in Employees Rights Act - - - ( 1,167) - ( 1,167)

- effect of change in accounting policy - - - 349 - 349


- as restated 953,125 233,223 405 59,817 75,000 1,321,570

Total comprehensive income for the year - 149,299 ( 1,623) 15,957 - 163,633

Transfer of depreciation on revaluation surplus on


Dividend paid - - - ( 6,000) - ( 6,000)

At June 30, 2013 953,125 380,466 ( 1,217) 71,830 75,000 1,479,203


Total



29

6.2.5 Borrowings

The table below shows borrowings as at June 30, 2014 and June 30, 2013.

The bank borrowings are secured by fixed and floating charges on the assets of the Group

including property, plant and equipment and inventories. The rates of interest on these

loans vary between 7.40% and 9.90%. As at June 30, 2014, following the refinancing of the

borrowings of the Group during the year, the interest rate was 7.25%.

Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor

in the event of default.

6.2.6 Dividends

The dividend paid to the ordinary shareholders amounted to Rs. 0.06 per share for the year

ended June 30, 2014 (2013:Nil).

The dividend paid to the preference shareholders amounted to Rs. 16 per share for the year

ended June 30, 2014 (2013:Rs. 8).

6.2.7 Contingent Liabilities

As at June 30, 2014, the Group has no contingent liability.

Borrowings 2014 2013

Rs Rs.

Current

Bank overdraft 131,510,589 70,066,130

Obligations under finance lease 747,724 900,079

Bank loans 25,000,000 39,642,857

157,258,313 110,609,066

Non current

Obligations under finance lease 799,418 1,559,350

Bank loans 268,750,000 338,773,943

269,549,418 340,333,293

Total Borrowings 426,807,731 450,942,359



30

7 LIST OF INVESTMENT DEALERS

Name Address/E-Mail Telephone/Fax number

Associated Brokers Ltd

3rd Floor, Travel House Cnr Sir William Newton Street & Royal Street Port-Louis E-Mail:[email protected]

Tel: 212-3038 Fax :212-6690

Capital Markets Brokers Ltd

Alexander House, 35 Cybercity, Ebene. E-Mail:[email protected]

Tel:467-9655 Fax:454-0430

AXYS Stockbroking Ltd

Bowen Square, Dr Ferriere Street Port-Louis E-Mail:[email protected]

Tel:213-3475 Fax:213-3478

Bramer Capital Brokers Ltd

Level 11, Bramer House 66C2, Cybercity Ebene E-Mail:[email protected]

Tel: 403-4100 Fax: 467-9730

Anglo-Mauritius Stockbrokers Ltd

3rd Floor, Swan Group Centre 10 Intendance Street Port-Louis E-Mail:[email protected]

Tel: 208-7010 Fax: 212-9867

MCB Stockbrokers Ltd

9th Floor, MCB Centre Sir William Newton St Port Louis E-Mail:[email protected]

Tel: 202-5245 / 202-5427 Fax: 208-9210

Ramet & Associés Ltée

1st Floor, St Louis House 17 Mgr Gonin Street Port Louis E-Mail:[email protected]

Tel: 212-3535 / 212-2661 Fax: 208-6294

SBM Securities Ltd

Level 11, State Bank Tower 1 Queen Elizabeth II Ave Port Louis E-Mail:[email protected]

Tel :202-1437 / 202-1438 / 202-1473 Fax: 212-1710

Prime Securities Ltd

Ground Floor, Unit 17, Air Mauritius Centre 6, President John Kennedy Street, Port-Louis E-Mail:[email protected]

Tel: 212-3500 / 212-4040 Fax: 211-2424

IPRO Stockbroking Ltd 3rd Floor, Ebène Skies Rue de l’Institut, Ebène Email: [email protected]

Tel: 403-6740 Fax: 465-1200

Citygate Securities Ltd

7A, 7th Floor, Ebene Mews, 57 Ebene Cybercity, Ebene E-mail: [email protected]

Tel:467-0768 / 467-0769 Fax:468-1288

LCF Securities Ltd

Suite 108, 1st Floor, Moka Business Centre, Mont Ory Road Moka E-Mail:[email protected]

Tel: 406-9626 Fax: 433-5953



31

8 APPLICATION GUIDE

THE OFFER LETTER TOGETHER WITH THE FORMS A to E WILL BE FORWARDED TO THE

SHAREHOLDERS ON MAY 08, 2015.

OPTIONS ACTIONS DEADLINE

Take up all your rights Complete Form A and return it with

full payment to the Company

Secretary at Food & Allied Group

Headquarters, Gentilly, MOKA

At latest June 05, 2015

Apply for excess shares Complete Form B and return it with

the full payment to the Company




Sell all or part of your

rights

Complete Form C and remit it to a

Licensed Stockbroking Company:

• If you are a CDS Account Holder

• If you do not have a CDS

Account

At latest May 28, 2015

At latest May 21, 2015

Transfer wholly or partially

your rights

Complete Form D and return it with





Take up part of your rights Complete Form E and return it with





9 AUDITORS’ REPORT

The financial information for the years ended June 30, 2013 and 2014 set out in section 6

has been extracted from the financial statements of the Company which have been

audited by BDO & Co.

BDO & CO

Chartered Accountants

Port Louis,

Mauritius.

January 27, 2015

tropical paradise co. ltd - associated brokers ltd · approved by the board of tropical paradise co...

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