TREVO CAPITAL LTD LISTING PARTICULARS

Transcription

1 TREVO CAPITAL LTD (Incorporated in the Republic of Mauritius) (Registration number C1/GBL) Having its registered address at 20 th Floor, Newton Tower, Sir William Newton Street, Port Louis, Mauritius SEM Code: ISIN: (LEC/P/11/2014) Dated: 23 November 2015 ( Trevo or the Company ) LISTING PARTICULARS An application has been made under Chapter 18 of the Listing Rules of the Stock Exchange of Mauritius Ltd (SEM) for the admission of up to 500,600,000 non-voting, non-redeemable preference shares denominated in ZAR of no par value of Trevo on the Official Market of the SEM, of which 600,000 preference shares will be listed on the Official List of the SEM by way of private placement, as a primary listing, with a total value of the ZAR equivalent of $600,000, and up to 500,000,000 preference shares listed on the Namibian Stock exchange (NSX), as a secondary listing, pursuant to the NSX private placement. Accordingly, these Listing Particulars have been prepared and issued: in compliance with the SEM Listing Rules governing the listing of securities on the Official List of the SEM in respect of the listing of the 600,000 preference shares on the SEM on 23 November 2015; in compliance with the SEM Listing Rules governing the listing of securities on the Official List of the SEM in respect of the listing of up to an additional 500,000,000 non-voting, non-redeemable preference shares, denominated in ZAR, which shares will be issued in terms of the NSX private placement and the NSX Listing, as a secondary listing; to provide information to investors with regard to the Company. This is not an invitation to the public to subscribe for shares in Trevo. The first day of listing and trading of the shares of Trevo on the Official Market of the SEM has been scheduled for 8 December A copy of these Listing Particulars is available in English only, accompanied by the documents referred to under Documentation available for inspection as set out in section five, paragraph 11 of these Listing Particulars. These Listing Particulars have been issued in connection with the listing of the preference shares of the Company and have been issued in compliance with the Listing Rules for the purpose of giving information to the public regarding Trevo. At the time of the SEM Listing, the stated capital of Trevo will comprise 600,000 non-voting, non-redeemable preference shares denominated in ZAR, which will be listed on the SEM, and 100,100 ordinary no par value shares denominated in USD, which will be unlisted. On the first day of listing and trading on the SEM, the existing shareholders of the Company have undertaken to make 100,000 preference shares available for trading at an introductory price of ZAR13.00 per share. These Listing Particulars include particulars given in compliance with the SEM 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 9 and Annexure 1, collectively and individually, accept full responsibility for the accuracy or completeness of the information contained in these Listing Particulars and confirm that, having made all reasonable enquiries, to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. 1

2 The legal advisor, sponsor, auditor and bankers whose names are included in these Listing Particulars, have consented in writing to the inclusion of their names in the capacity stated and have not withdrawn their written consent prior to publication of these Listing Particulars. This document may include forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of the company and its future prospects. These forward-looking statements have been based on current expectations and projections which, although the directors believe them to be reasonable, are not a guarantee of future performance. The distribution of these Listing Particulars is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of these Listing Particulars are advised to consult their own legal advisors as to what restrictions may be applicable to them and to observe such restrictions. These Listing Particulars may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorised. The contents of this document should not be treated as advice relating to legal, taxation, investment or any other matters. Targeted investors should inform themselves as to (i) the legal requirements within their own respective country for the purchase, holding, transfer or other disposal of shares; (ii) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of shares which they may encounter; (iii) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of shares. Prospective investors must rely on their own representatives, including their own legal advisors and accountants, as to legal, tax, investment or any other related matters concerning the company and an investment. These Listing Particulars have been vetted by the Listing Executive Committee of the SEM ( LEC ), in conformity with the Listing Rules on 23 November Neither the LEC of the SEM, nor the SEM, nor the Financial Services Commission of Mauritius ( FSC ) assumes any responsibility for the contents of these Listing Particulars. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in these Listing Particulars and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. THE SEM, THE LEC OF THE SEM AND THE FSC DO NOT VOUCH FOR THE FINANCIAL SOUNDNESS OF THE ISSUER OR FOR THE CORRECTNESS OF ANY STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO IT. Permission has been granted by the LEC on 23 November 2015 for the listing of up to 500,600,000 non-voting, non-redeemable preference shares denominated in ZAR of no par value of Trevo on the Official List of the SEM, pursuant to the SEM Listing and the NSX Listing, of which 600,000 preference shares will be listed on the Official List of the SEM at a price of ZAR13.00 per share. This approval is subject to the following conditions: (i) the current shareholder of Trevo, Osiris Corporate Solutions (Mauritius) Ltd and Globefin Management Services Ltd as trustees of Trevo Holdings Trust, does not dispose of, during the first year of listing, more than 25% of the current number of preference shares that it holds in Trevo (i.e. it may dispose of up to 150,000 preference shares within the first year after listing on the SEM); and (ii) the beneficial holder of the Trevo preference shares issued in terms of the NSX private placement and listed on the NSX, Mr Pieter Erasmus, does not dispose of, during the first year of listing, more than 25% of the number of preference shares that he will hold beneficially in Trevo. A copy of these Listing Particulars has been filed with the FSC. To have a good understanding of the current standing and future outlook of the Company, these Listing Particulars should be read in conjunction with the Business Plan prepared by the Company and certified by an independent financial advisor. 2

3 CORPORATE INFORMATION Registered office and address of the Company 20th Floor, Newton Tower Sir William Newton Street Port Louis Mauritius Mauritian bankers AfrAsia Bank Limited Bowen Square 10 Dr Ferrier Street Port Louis Mauritius Auditors KPMG KPMG Centre 31 Cybercity Ebene, Mauritius Legal advisor as to Mauritian law C&A Law Suite 1005, Level 1 Alexander House 35 Cybercity Ebene, Mauritius Company secretary and Mauritian company administrator Osiris Corporate Solutions (Mauritius) Ltd 3 rd Floor La Croisette Grand Baie Mauritius SEM authorised representative and listing sponsor Capital Markets Brokers Ltd Ground Floor, Alexander House 35 Cybercity Ebene, Mauritius Independent Financial Advisor KPMG Advisory Services Ltd KPMG Centre 31 Cybercity Ebene, Mauritius NSX Sponsor IJG Securities (Pty) Ltd 100 Robert Mugabe Avenue P.O. Box 185 Windhoek Namibia Registrar and Transfer Agent (Mauritius) Mauritius Computing Services Ltd 18 Edith Cavell Street Port Louis Mauritius 3

4 TABLE OF CONTENTS The definitions given on pages 7 to 8 of this document have been used in the following table of contents. Corporate information 3 Introduction to Trevo and overview 6 Definitions 7 Listing Particulars 10 Section One Information on the company 1. Introduction Directors and management of the company Incorporation, history and nature of business Investment policy Company structure Employees Commissions paid and payable Material contracts Directors and related parties interest in shares Expenses of the SEM listing 19 Section Two Details of the SEM listing 1. Reasons for a listing on the SEM NSX private placement and NSX Listing Additional placements 20 Section Three Risk factors and risk management 21 Section Four Statements and reports regulating the listing 1. Working capital Listing and dealings on the SEM Significant changes 23 Section Five Additional material information 1. Dividends and distribution Acquisitions Disposals Corporate governance Litigation Directors responsibility statement Material commitments, lease payments and contingent liabilities Material commitments in respect of acquisition and erection of buildings, plant 25 and machinery 9. Principal immovable property leased or owned Taxation Documentation available for inspection 25 Page Annexure 1 Directors, executive management, founders, appointment, qualification, remuneration and borrowing powers 26 4

5 Annexure 2 Extracts from the Constitution of the Company 30 Annexure 3 Audited financial statements for the period ended 28 February Annexure 4: Detailed Projected Asset Allocation as at 31 December Annexure 5: Forward Sale Agreement 41 Annexure 6: Listed Portfolio 42 5

6 INTRODUCTION TO TREVO AND OVERVIEW The Company was incorporated in Mauritius as a private company limited by shares in accordance with the Companies Act 2001 on 9 November 2009 and holds a Category One Global Business Licence in accordance with the Companies Act 2001 and the Financial Services Act 2007 of Mauritius. The Company was subsequently converted into a public company on 7 September The Company s registered address is 20 th Floor, Newton Tower, Sir William Newton Street, Port Louis, Mauritius. Investment strategy The Company s primary objective is to establish a strategically selected global selection of assets that will consist of various listed and unlisted investment securities across a range of asset classes (including retail and property). Trevo is led by a strong team of individuals with diverse experience, ranging from financial advisory and taxation to banking, and which have successful track records in business management and creating value for shareholders. Further information on the experience of the directors is detailed in Annexure 1. Trevo has been established in Mauritius in order to take advantage of Mauritius business friendly environment, its tax regime, as well as the reputation of the island as a sound financial centre. Further information on the Company s investment strategy, process and operations is detailed on page 10 in paragraph 4. Listing on additional exchanges To broaden its investor base and source additional capital to fund growth aspirations, Trevo will consider listing its shares on other recognised international stock exchanges to: provide an additional source of capital to fund the growth aspirations of the Company; enhance potential investors awareness of the Company; improve the depth and spread of the shareholder base of the Company, thereby improving liquidity in the trading of its shares; provide invited investors, both institutional and private, the opportunity to participate directly in the income streams and future capital growth of the Company; and provide invited investors with an additional market for trading the Company shares. Specifically, Trevo intends to seek a secondary listing on the NSX in December 2015 after listing on the SEM. 6

7 DEFINITIONS In these Listing Particulars and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column have the meanings stated opposite them in the second column, as follows: business day any day other than a Saturday, Sunday or official public holiday in Mauritius; CDS certificated shares Central Depository and Settlement Company Limited approved under the Securities (Central Depository, Clearing and Settlement) Act 1996 of Mauritius; shares in respect of which physical share certificates will be issued; the Company or Trevo Trevo Capital Ltd (formerly Arro ETF Management Limited), a public company incorporated under the laws of Mauritius and holding a category one Global Business License issued by the FSC; Constitution the constitution of the Company dated 13 November 2015; dematerialise or dematerialisation the process whereby physical share certificates are replaced with electronic records of ownership under CDS with the duly appointed broker, as the case may be; dematerialised shareholder dematerialised shares directors or the board or board of directors Forward Sale Agreement FSC GBL1 investment strategy ISDA a holder of dematerialised shares; shares which have been dematerialised and deposited in the CDS; the directors of the Company as at the date of these Listing Particulars, further details of whom appear in Annexure 1 of these Listing Particulars; the Forward Sale Agreement entered into between the Company and Treemo (Pty) Ltd, further details of which are contained on page 13 in paragraph 4.5 of these Listing Particulars and a signed copy of which is attached as Annexure 5; the Financial Services Commission of Mauritius; a category one Global Business License issued under the Financial Services Act 2007; the investment strategy of the Company as determined by the board of directors, further details of which are contained on page 10 in paragraph 4 of these Listing Particulars; International Swaps and Derivatives Association; 7

8 JSE Johannesburg Stock Exchange; last practicable date LEC Listed Portfolio listing date Listing Particulars Listing Rules management Mauritian Companies Act Mauritian share register Mauritius MRA MUR or Rs NACA NAD or N$ NSX NSX Listing the last practicable date prior to the finalisation of these Listing Particulars, being 23 November 2015; Listing Executive Committee of the SEM; the portfolio of shares in Steinhoff International Holdings Limited, listed on the JSE, to be purchased by the Company in terms of the Forward Sale Agreement, as detailed in Annexure 6; the anticipated date of listing of the shares on the SEM official market, being on or around 23 November 2015; this document and its annexures, dated 23 November 2015, which have been prepared in compliance with the Listing Rules; the Listing Rules of the SEM governing the Official Market; the current management of the Company, as detailed in Annexure 1; the Mauritian Companies Act 2001 (Act 15 of 2001) as amended; the share register maintained on behalf of the Company by the Mauritian company administrator; the Republic of Mauritius; the Mauritius Revenue Authority the Mauritian Rupee; Nominal annual compounded annually; Namibian Dollars, the legal currency of Namibia; the Namibian Stock Exchange, which is licenced as an exchange in terms of the Stock Exchange Control Act 1 of 1985, as amended; the proposed secondary listing of all the Company s issued preference shares on the NSX, including those issued in terms of the NSX private placement, in terms of the NSX Listings Requirements, subsequent to the SEM Listing; NSX private placement an offer to targeted investors to subscribe for up to 500,000,000 new Trevo shares on the NSX, details of which will be announced in due course; Official List SEM the list of all securities admitted for quotation on the SEM Official Market; the Stock Exchange of Mauritius Ltd established under the repealed Stock Exchange Act 1988 and now governed by the Securities Act 2005 of Mauritius; 8

9 SEM Listing SEM Official Market shares or Trevo shares shareholder Treemo USD or $ ZAR the listing of 600,000 non-voting preference shares for trading on the SEM Official Market which is expected to take place on or around 8 December 2015; the Official List of the SEM; Non-voting, non-redeemable preference shares denominated in ZAR in the stated capital of the Company; a holder of shares; Treemo (Pty) Ltd, a private company incorporated under the laws of South Africa; US Dollars, the legal currency of the United States; and South African Rand, the legal currency of the Republic of South Africa. 9

10 SECTION ONE INFORMATION ON THE COMPANY Directors of the Company Roshan Nathoo* Ajay Kumar Jeetoo* Uday Gujadhur* Peter Todd* Daniel Romburgh* *Indicates Mauritius resident directors 1. INTRODUCTION The purpose of these Listing Particulars is to provide information to investors in relation to the Company and its activities. 2. DIRECTORS AND MANAGEMENT OF THE COMPANY 2.1 Trevo s board of directors Annexure 1 contains the following information: details of directors including their names, addresses, qualifications and experience; information concerning the appointment, remuneration, terms of office and borrowing powers of the directors; and directors interests. 2.2 Company administrator All administrative business functions of the Company shall be carried out by Osiris Corporate Solutions (Mauritius) Ltd in Mauritius. Osiris Corporate Solutions (Mauritius) Ltd is regulated and licensed by the FSC to provide a comprehensive range of financial and fiduciary services to international businesses. Its duties will include: (a) maintain books and records of the Company in accordance with the Company s governing documents and the Companies Act 2001; (b) preparation and filing of income tax returns, quarterly and annual, in compliance with current Mauritius tax laws (c) maintaining statutory registers such as the register of members, directors and directors interests; (d) filing statutory returns and forms with the relevant authorities; (e) preparation and provision of comprehensive audit working papers pack, coordinating and attending on auditors for the smooth and timely completion of the annual statutory audit and providing the relevant information and assistance to the auditors; (f) providing the board of directors with guidance as to its duties, responsibilities and powers; and (g) ensuring compliance with anti-money laundering legislation. 2.3 Registrar and transfer agent The Company has appointed Mauritius Computing Services Ltd to act as its registrar and transfer agent in Mauritius. 10

11 3. INCORPORATION, HISTORY AND NATURE OF BUSINESS 3.1 Incorporation, name and address Trevo was incorporated on 9 November 2009 in Mauritius as a private company limited by shares and was subsequently converted into a public company in accordance with the Companies Act 2001 on 7 September It currently holds a Category One Global Business License in accordance with the Financial Services Act 2007 of Mauritius and has been operational since 30 th June The Company s registered address is 20 th Floor, Newton Tower, Sir William Newton Street, Port Louis, Mauritius. 3.2 Nature of the business The Company s primary objective is to establish a strategically selected global selection of assets that will consist of various listed and unlisted investment securities across a range of asset classes (including property). 3.3 Financial year-end The financial year-end of the company is 28 February each year. 4. INVESTMENT POLICY 4.1 Investment policy The Company s long-term objective is to establish a global portfolio of assets that will consist of various listed and unlisted investment securities across a range of asset classes (including property). The Company therefore intends to undertake the following: (a) The Company will list preference shares, with a 7% yield and with terms as set out below, on the SEM and the NSX. (b) (c) The Company has entered into the Forward Sale Agreement with Treemo, in terms of which the Company, on or about the listing date, will acquire from Treemo the Listed Portfolio of shares in Steinhoff International Holdings Limited, further details of which are in Annexure 6, valued at approximately the ZAR equivalent of $313 million, which purchase price shall be settled either in cash or by the issue of preference shares in the Company to the value of the ZAR equivalent of $313 million. Further details of the Forward Sale Agreement are included in paragraph 4.5 below. It is possible that the value of the Listed Portfolio may have increased or decreased by the time the Forward Sale Agreement completes, and in such event, the capital raised and number of shares to be issued on the NSX will increase or decrease accordingly. The Company is therefore applying to the SEM for authorisation to issue and list up to 500 million shares on the NSX, to cater for this eventuality. Treemo is a South African company of which Mr Pieter Erasmus, together with his family trust, is the holder of all the issued share capital. Following the successful completion of the transaction detailed above, Mr Erasmus, together with his family trust, will hold the preference shares. The current make-up of the Listed Portfolio is highly concentrated, which exposes the Company to various risks, which could affect the achievement of the Company s long-term objective, including: country specific social, political and legislative risk; unsystematic risk (business risk); currency risk; liquidity risk; and inflationary risk. (d) The Listed Portfolio will thus be liquidated over time. The shares in the Listed Portfolio will be sold in the market, at the prevailing market value. There are no guarantees in place in respect of the price at which the Listed Portfolio will be liquidated. The details of the trading volumes, growth in share price and market capitalisation of the Listed Portfolio is detailed in Annexure 6. Due to the liquidity of the shares, it is expected that the Listed Portfolio will be liquidated in the timeframes given below, however in the unlikely event that this is not achievable, the Company will liquidate the Listed Portfolio as and when this is possible, failing which it will retain the Listed Portfolio and enjoy the future growth in the shares. 11

12 (e) The proceeds of the liquidation of the Listed Portfolio will be used as a building block for the Company to pursue the strategy detailed below and will be reinvested in higher yielding securities and/or property in order to achieve the following proposed asset allocation: Asset class Allocation of total portfolio Percentage Mauritius South Africa Rest of the World Property 20% 5% 25% 70% Listed equities 20% 25% 17% 58% Resources 0% 0% 0% 0% Hotels 20% 100% 0% 0% Communication and Electronics 10% 0% 10% 90% Retail 20% 0% 30% 70% Financial Services 25% 20% 20% 60% Healthcare 10% 0% 50% 50% Technology 15% 0% 0% 100% Passive investments 30% 0% 0% 100% Structured investments with Capital Guarantee 75% 0% 0% 100% Index funds 25% 0% 0% 100% ETF's 50% 0% 0% 100% Other index funds 50% 0% 0% 100% Active Investments 25% 3.3% 43.3% 53.3% Venture Capital Opportunities (mainly renewables) 33.33% 0% 30% 70% Private Equity Investments 66.67% 5% 50% 45% Cash and cash equivalents 5% 35% 0% 65% Total geographic split 100% 8.58% 19.23% 72.18% It is to be noted that each investment, as per the table above, represents a large strategic stake in each of the sectors and jurisdictions, and does not represent a portfolio approach to investing. While no specific assets have been earmarked for acquisition at the date hereof, the Company intends to acquire assets in terms of its investment strategy set out below and as advised by its investment advisor. A proposed asset allocation is included in Annexure 4. The realisation of the Listed Portfolio will be staggered as follows: Portfolio composition FY16 FY17 FY18 Initial JSE listed shares (South Africa) 70% 30% 19.23% Global investments (including listed equities, passive investments, venture capital investments, cash and property) 30% 70% 80.77% (f) (g) The Directors intend appointing reputable, institutional investment advisors to assist in determining where the best investment opportunities will be, in line with the Company s strategy, which institutions will be appointed as soon as possible after the SEM Listing. It is noted that there may be multiple advisors, as there are multiple investment jurisdictions and multiple asset classes. The Directors will seek out the best advisors per sector. Trevo will aim to have maximum flexibility in its investment mandate to ensure that investment can take place with the following in mind: possible investment in a greater variety of investment instruments/vehicles (including equity, bonds, preference shares, cash, derivatives, index tracking vehicles, listed property etc.); possible introduction of leverage; faster response to changes in exchange and interest rates; faster response to legislative changes; and 12

13 (h) (i) (j) (k) faster response to changing political and social circumstances due to the increased liquidity. The globalisation of the portfolio is thus key to the objective of the Company. Trevo s intention is to build a growing and income yielding investment portfolio. Its investment strategy will not be restricted to only one particular industry. The Company will therefore be seeking a strategic selection of investment opportunities, both listed and unlisted, across all the major asset classes, ranging from equities, to bonds and property. It may also make private equity investments or large investments in select listed companies, e.g. Apple, Shell Oil and Alibaba. These investment opportunities will be identified over time as, and when, they arise. The returns received on this portfolio will be used to service the dividends on the preference shares and the remainder will be reinvested. Additional funding will be obtained from select, high net worth individuals looking for long-term capital growth and a fixed yield on their investment. The Company is aiming to have gross assets to the value of $585 million by the end of the period ended 31 December 2018, with a total comprehensive income of $75 million for the same period, as follows: Year ended 28 February 2016 (USD) Year ended 28 February 2017 (USD) Year ended 28 February 2018 (USD) Period ended 31 December 2018 (USD) Total comprehensive income Gross assets (l) The Company will consider additional feasible, long-term investment opportunities, preferably in the retail sector. 4.2 Geographic jurisdictions for investment The Company will generally seek to identify investment opportunities across various markets and sectors as its core strategy, with a main focus on opportunities in the retail industry. The Company has no geographic limits on where it may invest, although intends to focus on Mauritius (approximately 8.5% of the assets), South Africa (approximately 19% of the assets) and the rest of the world (approximately 72% of the assets). A proposed geographic breakdown is included in Annexure 4. This flexibility allows the Company s management to look for opportunities in markets around the world, including emerging markets, that it believes will provide the best strategic investment to meet the Company s objective. When choosing markets, the Company considers various factors, including economic and political conditions, potential for economic growth and possible changes in currency exchange rates. 4.3 Investment Process The Company s directors will set the policy, parameters and objectives, and will review and approve each sale or purchase of assets. The Board will also be responsible for identifying the availability of new opportunities that fall within the policy and objectives and negotiating the terms and ongoing management of the assets. The board may appoint various financial and investment advisors to identify potential opportunities. 4.4 Assets Prior to listing on the SEM, Trevo will have cash of $700,100, represented by the 100,100 issued ordinary shares of the Company, together with the equivalent in ZAR of $600,000, represented by the 600,000 issued preference shares to be listed on the SEM, and intends to raise the equivalent in ZAR of $313,000,000, or more, in terms of the Forward Sale Agreement, on listing on the NSX. 4.5 Forward Sale Agreement In terms of the Forward Sale Agreement, the Company will acquire from Treemo the Listed Portfolio, on the following terms: 13

14 (a) the Forward Sale Agreement was entered into in terms of and governed by ISDA documentation on 29 October 2015; (b) The purchase consideration will be determined with reference to the forward price of the Listed Portfolio; (c) Trevo will be required to settle the purchase consideration within 3 months of the date of conclusion of the Forward Sale Agreement; (d) The purchase consideration may be settled by Trevo either in cash or by the issue to Treemo or nominee of an equivalent number of preference shares in Trevo listed on the NSX; (e) Trevo will settle the purchase consideration against delivery by Treemo of the Listed Portfolio to Trevo; and (f) Treemo s obligation to deliver the Listed Portfolio to Trevo will be secured by an option granted to Trevo by Treemo s shareholder that will enable Trevo to acquire Treemo s shares and thus control of Treemo. The board is of the opinion that the Forward Sale Agreement is critical to the Company as it will enable the Company to acquire a significant portfolio of assets, to be settled in cash or in preference shares in the event that insufficient capital is raised, thereby ensuring that the Company will raise substantial capital, with little risk of Treemo s default. The Listed Portfolio will provide the Company with a platform from which to leverage and to implement the Company s business objectives. A signed copy of the Forward Sale Agreement is attached hereto as Annexure Preference shares Indicative Terms and Conditions Preference Shares: Denominated in ZAR; Non-redeemable, non-participating preference shares; Dividends are non-cumulative; No ordinary dividends may be paid if the preference dividend is not paid. Preferred rights: o The Preference Shares will rank in priority to all ordinary shareholders; o The Preference Shares will rank after all debt; o The Preference Shares will rank pari passu with all other preference shareholders of the same class of shares; o The Preference Shares will earn a fixed dividend yield, payable at the discretion of the directors after consideration of the solvency requirements set by the Mauritian Companies Act; o In the event that the dividend is undeclared in any year, the dividend will not be accumulated for payment in a subsequent year in which dividends are declared; o The dividend will rank before all ordinary shareholders dividends; o The dividends will rank pari passu with all other preference shareholders dividends of the same class; o The Preference Shares will not participate in residual profits. o The Preference Shares will not carry any voting rights: Unless any dividends remain outstanding; Unless the rights attaching to the Preference Shares are to be amended. Preference Share Dividend Rate: Fixed yield of 7.00%, quoted as a NACA rate, referenced against the value in ZAR of the shares; Calculated on an Actual/365 basis; payable at the discretion of the directors after consideration of the solvency requirements set by the Mauritian Companies Act. 4.7 Risk factors and Risk Management In implementing its investment policy, the Company will contemplate opportunities that will yield satisfactory returns at acceptable levels of risk. The risks of the Company are all of the risks that would typically be associated with investing in global equities. The board of the Company understands and will take appropriate steps to mitigate such risks. 14

15 The risk factors considered by the board to be material are set out in Section Three hereto. In particular, we wish to draw attention to the risk of failing to raise capital. Given that the Company has entered into the Forward Sale Agreement in terms of which it will acquire the Listed Portfolio valued at approximately the ZAR equivalent of $313 million, it is expected that the Company will raise the ZAR equivalent of at least $313 million in its first year of listing. Furthermore, in the event that insufficient funds are raised to acquire the Listed Portfolio, in terms of the Forward Sale Agreement the Company is entitled to settle the purchase price by an issue to Treemo of an equivalent number of preference shares. In the unlikely event that this is not achieved, the Company would still be able to fulfil its investment objectives if a lesser amount of $113 million is raised, as illustrated below. A scenario analysis has been carried out with respect to the future forecasts for income, expenses, finance costs and total comprehensive income for four different time frames: 2016, 2017, February 2018 and December The three scenarios retained are 1) the sum of $113 million is raised in 2016, with $50 million raised in 2017 and $50 million raised in 2018 and the assets of the Company are increased accordingly (least likely); (2) the sum of $213 million is raised in 2016, with $50 million raised in 2017 and $50 million raised in 2018 and the assets increased accordingly (equally likely); and (3) the sum of $313 million is raised in 2016, with $50 million raised in 2017 and $50 million raised in 2018 and the assets increased accordingly (most likely). The following tables show the projected pro forma income statement and balance sheet of the Company for the financial years ended 29 February 2016, 28 February 2017, 28 February 2018 and period ended 31 December 2018, ie a period of three years from listing, given the three scenarios mentioned above. Please note that these projections have not been reviewed nor reported on by the auditors of the Company and are based on the Company s current expectations and predictions about future events including the Company s intentions. These projections are, however, subject to inherent risks, uncertainties and assumptions that could cause actual results, performance or achievements of the Company to differ materially from the expectations and predictions, expressed or implied, in such projections. These factors include, among other things, those risks identified in Section Three.These projections, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors of the Company. Please refer to the Company s Business Plan for the assumptions underlying these forecasts. LEAST LIKELY EQUALLY LIKELY MOST LIKELY $ $ $ Pro forma Income Statement for the year ended 29 February 2016 Pro forma Income Statement for the year ended 29 February 2016 Pro forma Income Statement for the year ended 29 February 2016 USD USD USD Income Income Income Expenses Expenses Expenses Operating profit Operating profit Operating profit Total comprehensive income for the year Pro forma Balance Sheet for the period ended 29 February 2016 Total comprehensive income for the year Pro forma Balance Sheet for the period ended 29 February 2016 Total comprehensive income for the year Pro forma Balance Sheet for the period ended 29 February 2016 USD USD USD Total assets Total assets Total assets Total Equity Total Equity Total Equity Total Liabilities 0 Total Liabilities 0 Total Liabilities 0 Total equity and liabilities Pro forma Income Statement for the year ended 28 February 2017 Total equity and liabilities Pro forma Income Statement for the year ended 28 February 2017 Total equity and liabilities Pro forma Income Statement for the year ended 28 February 2017 USD USD USD Income Income Income Expenses Expenses Expenses Operating profit Operating profit Operating profit Total comprehensive income for the year Total comprehensive income for the year Total comprehensive income for the year

16 Pro forma Balance Sheet for the period ended 28 February 2017 Pro forma Balance Sheet for the period ended 28 February 2017 Pro forma Balance Sheet for the period ended 28 February (December) USD USD USD Total assets Total assets Total assets Total Equity Total Equity Total Equity Total Liabilities 0 Total Liabilities 0 Total Liabilities 0 Total equity and liabilities Pro forma Income Statement for the year ended 28 February 2018 Total equity and liabilities Pro forma Income Statement for the year ended 28 February 2018 Total equity and liabilities Pro forma Income Statement for the year ended 28 February 2018 USD USD USD Income Income Income Expenses Expenses Expenses Operating profit Operating profit Operating profit Total comprehensive Total comprehensive Total comprehensive income for the year income for the year income for the year Pro forma Balance Sheet for the period ended 28 February 2018 Pro forma Balance Sheet for the period ended 28 February 2018 Pro forma Balance Sheet for the period ended 28 February 2018 USD USD USD Total assets Total assets Total assets Total Equity Total Equity Total Equity Total Liabilities 0 Total Liabilities 0 Total Liabilities 0 Total equity and liabilities Pro forma Income Statement for the year ended 31 December 2018 Total equity and liabilities Pro forma Income Statement for the year ended 31 December 2018 Total equity and liabilities Pro forma Income Statement for the year ended 31 December 2018 USD USD USD Income Income Income Expenses Expenses Expenses Operating profit Operating profit Operating profit Total comprehensive income for the period Pro forma Balance Sheet for the period ended 31 December 2018 Total comprehensive income for the period Pro forma Balance Sheet for the period ended 31 December 2018 Total comprehensive income for the period Pro forma Balance Sheet for the period ended 31 December 2018 USD USD USD Total assets Total assets Total assets Total Equity Total Equity Total Equity Total Liabilities 0 Total Liabilities 0 Total Liabilities 0 Total equity and liabilities Total equity and liabilities Total equity and liabilities

17 5. COMPANY STRUCTURE 5.1 Company structure The Company structure, as at the date hereof, is as follows: Osiris Corporate Solutions (Mauritius) Ltd as trustee of Trevo Holdings Trust (British Virgin Islands) (Beneficial owner: Miles Walton) 100% Ordinary Shareholder 100% Preference Shareholder 100% Trevo Capital Ltd (Mauritius) Listed Portfolio 5.2 Stated capital Major and Controlling Shareholders As at the date of the Listing Particulars, Miles Walton is the sole beneficial shareholder of the ordinary shares in the Company. Miles Walton is the sole beneficial shareholder of the preference shares in the Company. Shares issued otherwise than for cash No shares have been issued or agreed to be issued otherwise than for cash by the Company since incorporation. Company s stated capital The issued stated capital of the Company at the time of the SEM Listing is as follows: Issued shares 100,100 ordinary no par value shares 600,000 preference shares Stated Capital USD 100, ,000 Total 700,100 The Company does not hold any shares in treasury. Alterations to stated capital of the Company The Company was incorporated on 9 November 2009 with a stated capital of 100 no par value shares, issued at USD1.00 per share. 17

18 With effect from 19 October 2015, the Company issued an additional 100,000 no par value ordinary shares, issued at USD1.00 per share. With effect from 19 October 2015, the Company issued 600,000 non-voting, non-redeemable preference shares, issued at ZAR13.00 per share. As at the last practicable date there have been no further alterations to the Company s stated capital. Accordingly: there has been no consolidation or subdivision of shares in the Company since incorporation; no offer for shares in the Company was made to the public since incorporation; and no share repurchases were undertaken by the Company since incorporation; The shares of the Company are under the control of the directors of the Company. In terms of Clause 4.1 of the Constitution, the members in general meeting or by way of ordinary resolution may authorise the board to issue shares and/or grant options at any time to any person. On 19 October 2015, the shareholders of the Company passed a resolution authorising the board to issue up to 500,600,000 preference shares and that such authority given to the directors shall be valid for a period of twelve months from the date of the resolution or until the Company s next annual general meeting of its shareholders. Shares held by the Company s management Shares held as at the last practicable date and which are expected to be held after the SEM listing by founders and the directors of the Company are set out in Annexure 1. Options and preferential rights There are no preferential conversion, redemption and/or exchange rights in respect of any of the shares or other securities. There are no contracts, arrangements or proposed contracts or arrangements whereby any option or preferential right of any kind was or is proposed to be given to any person to subscribe for or acquire any shares in the Company. Fractions No fractions of shares have been issued. 5.3 Constitution Extracts from the Company s constitution are set out in Annexure EMPLOYEES With the exception of the executive directors detailed in Annexure 1, the Company does not have any employees. 7. COMMISSIONS PAID AND PAYABLE 7.1 No amount has been paid, or accrued as payable, since incorporation, as commission to any person, including commission so paid or payable to any sub-underwriter that is the holding company or a promoter or director or officer of the Company, for subscribing or agreeing to subscribe, or procuring, or agreeing to procure, subscriptions for any securities of the Company. 7.2 Since incorporation, there have been no commissions paid or accrued as payable in respect of underwriting by the Company. 7.3 Since incorporation, the Company has not paid any material technical or secretarial fees. 7.4 Since incorporation, the Company has not entered into any promoter s agreements and as a result no amount has been paid or is payable to any promoter. 18

19 8. MATERIAL CONTRACTS The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Company since its incorporation and are, or may be, material: 8.1 The Forward Sale Agreement, details of which are included in paragraph 4.5 on page 13 hereof. 9. DIRECTORS AND RELATED PARTIES INTEREST IN SHARES None of the directors or advisors of the Company have or have had an interest in any shares or options in respect of shares as at the last practicable date. 10. EXPENSES OF THE SEM LISTING The estimated expenses relating to the SEM listing which have been or are expected to be incurred are set out below in USD: Professional services 60,000 Corporate advisors, legal 30,000 advisors and sponsor fees Company secretarial fee 10,000 Independent Financial Advisor 20,000 Miscellaneous costs 3,000 SEM application & listing fee 3,200 Net Expenses 66,200 The Company will pay the expenses of the SEM listing out of its working capital. 19

20 SECTION TWO DETAILS OF THE SEM LISTING 1. REASONS FOR A LISTING ON THE SEM 1.1 The purpose of listing on the SEM is to enable the Company to raise capital on the market to enable it to further its objectives and strategy and to maximise returns for the shareholders. It would also enable the Trevo shares to be traded freely on the SEM platform The Company will undertake the listing by way of private placement. 2. NSX PRIVATE PLACEMENT AND NSX LISTING 2.1 The NSX private placement will comprise an offer to invited investors to subscribe for up to 500,000,000 preference shares (subject to the current value of the Listed Portfolio) at the NAD equivalent of $1.00 per share determined at the prevailing $/NAD exchange rate as at a date to be communicated to investors. 2.2 Application will be made to the NSX for the listing of up to 500,600,000 Trevo shares on the NSX. Further information regarding the NSX Listing will be communicated to investors. 2.3 Following the successful NSX private placement, application has been made for the listing of up to 500,600,000 Trevo shares on the Official List of the SEM, simultaneously with the NSX Listing. Further information regarding the listing on the SEM of these additional Trevo shares will be communicated to investors. 3. FUTURE CAPITAL RAISINGS The Company may raise further capital after the initial capital raise. In the event that additional capital is raised, subject to regulatory requirements and provided that it makes commercial sense, the Company will endeavour to give all Trevo shareholders an equal opportunity to subscribe for additional preference shares in the Company. Detailed announcements will be made to shareholders in this regard as and when the additional capital raisings take place. It is anticipated that with new investors coming in as a result of the above mentioned capital raisings, more than 10% of the issued share capital of Company will be in public hands over the next two years. 20

21 SECTION THREE RISK FACTORS AND RISK MANAGEMENT In implementing its investment policy, the Company will contemplate opportunities that will yield satisfactory returns at acceptable levels of risk. A number of factors may affect the result of operations, financial conditions and prospects of the Company. This section describes the risk factors which are considered by the board to be material. However, these factors should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Additional risks not presently known to the board or that the board currently considers to be immaterial may also adversely impact the Company s business operations. The business, growth prospects, financial condition and/or results of operations of the Company could be materially adversely affected by any of these risks. The trading price of the shares could decline due to the materialisation of any of these risks and investors could lose part or all of their investment. Investing in and holding shares in the Company involves a number of risks. Prior to making an investment decision in respect of Trevo shares, prospective investors should carefully consider all the information set out in these Listing Particulars, including the following risk factors and consult their professional advisors. The risks to the Company are all of the risks that would typically be associated with investing in global assets. Set out below is a list of identified risks. The board will take appropriate steps to attempt to mitigate such risks. Failure to raise capital Given that the Company has entered into the Forward Sale Agreement in terms of which it will acquire the Listed Portfolio valued at approximately the ZAR equivalent of $313 million, it is expected that the Company will raise the ZAR equivalent of at least $313 million in its first year of listing. Furthermore, in the event that insufficient funds are raised to acquire the Listed Portfolio, in terms of the Forward Sale Agreement the Company is entitled to settle the purchase price by an issue to Treemo of an equivalent number of preference shares. Further details on the risk of failing to raise capital, including an illustration of three scenarios, are included in Paragraph 4.6. Failure to raise capital may affect forecasts In the event that the Company fails to raise the amount forecast this may have a material effect on the forward looking statements. No assurance of Profits Given the market volatility and business risks associated with this venture, there can be no assurance that the Company will sustain a cumulative profit during the period of its existence. Shareholders may lose part or all of their initial investment. Investment Restrictions The Company's investment policies do not prohibit certain investment techniques such as concentration of investments in a small number of companies, or sectors that may entail significant risks. Currency Risks The Company may be invested substantially in assets whereby the income and proceeds of which will be received in currencies other than USD or ZAR. Accordingly, the value of the shares and distributions in USD/ZAR terms will be adversely affected by any reductions in value of the relevant currency relative to USD/ZAR. In addition, the Company will incur transaction costs in connection with the conversions between other currencies and USD/ZAR. Political and/or Regulatory Risks The value of the Company s assets may be affected by uncertainties such as political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of countries in which investment is made. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in certain countries in which investments may be made may not provide the same degree of investor protection or information to shareholders as would generally apply in major securities markets. 21