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

22 Overall Investment Risk All securities investments represent a potential risk of loss of capital. The investment techniques and strategies and the nature of the securities and or instruments to be purchased and traded by the Company may increase this risk. While the Company will take due care in the management of its assets, there can be no assurance that the Company will not incur losses. Many unforeseeable events may cause sharp market fluctuations, which could adversely affect the Company. Changes in economic conditions, including, for example, interest rates, inflation rates, industry conditions, competition, technological developments, political events and trends, changes to tax laws and innumerable other factors can substantially and adversely affect the performance of the Company. None of these conditions will be within the control of the Company. Leverage and Financing Risk The balance sheet of the Company may be leveraged so as to achieve a higher rate of return. While leverage presents opportunities for increasing the total return of the Company, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by the Company would be magnified to the extent that the Company is leveraged. The cumulative effect of the use of leverage by the Company in a market that moves adversely to the Company s investments could result in a substantial loss which would be greater than if the Company were not leveraged. In general, the anticipated use of shortterm margin borrowings results in certain additional risks to the Company. Liquidity Risk Due to the high concentration and low yielding nature of the Listed Portfolio, the Company intends to liquidate the Listed Portfolio over the next 3 years. There is a risk that it will be difficult to liquidate such a large volume of a single stock in the time frames provided. However, in light of the historic trading volumes, growth in share price and current market capitalisation of the Listed Portfolio, as detailed in Annexure 6, the Company is of the view that there will not be any difficulties or delays in liquidating the portfolio. 22

23 SECTION FOUR STATEMENTS AND REPORTS REGULATING THE LISTING 1. WORKING CAPITAL The directors of the Company, are of the opinion that the working capital available to the Company will, from the date of the SEM listing, be sufficient for its present requirements, that is at least for the next 12 months. 2. LISTING AND DEALINGS ON THE SEM 2.1 An application has been made for the listing of up to 500,600,000 Trevo shares, out of which 600,000 preference shares will be listed on the Official Market of the SEM with effect from 23 November It is expected that dealings in Trevo shares will commence on or around 8 December SIGNIFICANT CHANGES The Company has been dormant for the period from incorporation until 30 June On 26 th August 2015, the Company changed its name from Arro ETF Management Limited to Trevo Capital Ltd. 3.1 There have been no material changes in the business of Trevo since incorporation and no such changes are contemplated. 3.2 There has been no change in the trading objective of Trevo since incorporation. 3.3 As detailed in paragraph 5.2 above, the Company has raised capital in the sum of $700,000, held in cash, after 28 February With this exception, there have been no other material changes in the financial or trading positions of the Company since the Company prepared its latest audited account for the year ended 28 February

24 SECTION FIVE ADDITIONAL MATERIAL INFORMATION 1. DIVIDENDS AND DISTRIBUTIONS 1.1 Subject to the laws of Mauritius, the directors have absolute discretion as to the payment of any dividends, including interim dividends, on the shares. Any dividends will be paid in accordance with the provisions of the Constitution of Trevo and the laws of Mauritius. In addition, the directors may, in their discretion, declare dividends in the form of a bonus issue of additional shares in lieu of a cash dividend. 1.2 No dividend shall be declared or paid unless the directors are satisfied or reasonable grounds that immediately after the dividend, the value of the Company s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. 1.3 The preference shares pay a fixed dividend of 7%, payable at the discretion of the directors. If undeclared or unpaid, no interest will accrue on this dividend. 1.4 No dividends have been declared as of the last practicable date. 2. ACQUISITIONS With the exception of the Forward Sale Agreement, no additional material immovable properties, fixed assets, securities and/or business undertakings have been acquired by the Company since incorporation or are in the process of being or are proposed to be acquired by the Company (or which the Company has an option to acquire). 3. DISPOSALS No material immovable properties, fixed assets, securities in subsidiaries and/or business undertakings have been disposed of by the Company since incorporation. 4. CORPORATE GOVERNANCE Trevo is fully committed to complying with The Report on Corporate Governance for Mauritius. 5. LITIGATION The Company is not involved in any governmental, legal or arbitration proceedings and, in so far as the directors are aware, there are no governmental, legal or arbitration proceedings pending or threatened against them, or being brought by the Company since incorporation which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company. 6. DIRECTORS RESPONSIBILITY STATEMENT The directors whose names are given in Annexure 1: 6.1 have considered all statements of fact and opinion in these Listing Particulars; 6.2 collectively and individually, accept full responsibility for the accuracy of the information given; 6.3 certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any statement false or misleading; 6.4. have made all reasonable enquiries in this regard; and 6.5. certify that, to the best of their knowledge and belief, these Listing Particulars contains all information required by law and the Listing Rules. 24

25 7. MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES With the exception of the Forward Sale Agreement, the Company does not have any additional capital commitments, financial lease payments and contingent liabilities as at the last practicable date, other than in the ordinary course of business. 8. MATERIAL COMMITMENTS IN RESPECT OF ACQUISITION AND ERECTION OF BUILDINGS, PLANT AND MACHINERY As at the last practicable date, the Company does not have any material commitments for the purchase and erection of buildings, plant or machinery. 9. PRINCIPAL IMMOVABLE PROPERTY LEASED OR OWNED The Company does not own any immovable property nor has the Company entered into any leases in respect of immovable property. 10. TAXATION Mauritian taxation provisions Under the current provisions of the Mauritian Income Tax Act, a GBL 1 is taxed at a fixed rate of 15%. A system of deemed foreign tax credits of 80% effectively reduces the income tax rate to 3%. Under the prevailing Mauritius fiscal regime, there are no: 10.1 withholding taxes on dividends distributed by a company to its shareholders; 10.2 withholding taxes on interest; and 10.3 capital gains taxes. Accordingly, the capital gains realised by a non-resident shareholder on the disposal of its shares in the company are not subject to tax in Mauritius However, the nature and amount of tax payable by the Company is dependent on the availability of relief under the various tax treaties in the jurisdictions in which the board chooses to invest from time to time. 11. DOCUMENTATION AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the Company s registered office during business hours from the date of issue of the Listing Particulars for a minimum period of 14 calendar days: 11.1 the signed Listing Particulars; 11.2 the Constitution of the Company; 11.3 the Forward Sale Agreement; 11.4 the Business Plan prepared by the Company and certified by an independent financial advisor; and 11.5 Audited Financial Statements of the Company for the period ended 28 February 2015; SIGNED AT MAURITIUS ON 23 NOVEMBER 2015 ON BEHALF OF TREVO CAPITAL LTD who warrants that he is duly authorised thereto by resolution of the board of directors of Trevo Capital Ltd 25

26 Annexure 1 DIRECTORS, EXECUTIVE MANAGEMENT, FOUNDERS, APPOINTMENT, QUALIFICATION, REMUNERATION AND BORROWING POWERS 1. FULL NAMES, NATIONALITIES, AGES, BUSINESS ADDRESSES, ROLES, QUALIFICATIONS, OCCUPATIONS AND EXPERIENCE OF EACH DIRECTOR The full names (including former names, if applicable), ages, nationalities, qualifications, roles, business addresses, occupations and experience of each of the directors of the Company are set out below: Director, age, nationality and qualification Role Business address Occupation and experience Roshan Nathoo (45); Mauritian; FCCA, ACMA, TEP Executive director 1 st Floor Anglo-Mauritius House Intendance Street Port Louis Mauritius Mr Nathoo has been working in the financial services industry in Mauritius for more than 20 years. Roshan is the Managing Director of Globefin Management Services. He was the Managing Director of Standard Bank Trust (Mauritius) for 4 years from 2002 to During that time, he contributed to making Mauritius a hub for the Standard Bank Group for businesses from South Africa, Sub-Sahara Africa Region as well as from the Middle East. He was also the Chief Operating Officer of the Standard Bank Group in Mauritius (which comprised both Banking operations as well as Corporate and Fiduciary Services operations) from 2006 to 2008 with specific responsibility for Banking Operations, IT, Treasury Back Office and Trade Services. He was formerly a senior manager at the representative office of Arthur Anderson in Mauritius where he worked for 8 years from 1994 to 2002 in the Offshore Business Department. He was responsible for a portfolio of clients with primary interest in the Emerging Markets of India, China, South East Asia and South Africa. Mr Nathoo is a Fellow of the Association of Chartered Certified Accountants (UK), a member of the Chartered Institute of Management Accountants (UK) and a member of the Society of Trust and Estate Practitioners (UK). Ajay Kumar Jeetoo (36); Mauritian; BSc (Hons), ICSA Executive director 1 st Floor Anglo-Mauritius House Intendance Street Port Louis Mauritius Mr Jeeto heads the Trusts Administration section within Globefin Management Services Ltd. He has over twelve years of experience in the Corporate, Trust and Fund industry and brings with him a wealth of experience and skills. His last position was that of Head of a Trust and Corporate Services team at a major bank in Mauritius. He holds a BSc (Hons) in Economics and Finance, is a member of the Institute of Chartered Secretaries and Administrators (ICSA) and a member of the Society of Trust and Estate Practitioners (STEP). Uday Gujadhur (60); Mauritian; FCCA Non-executive director DCDM Building 10 Frere Felix de Valois Street Port Louis Mauritius Mr Gujadhur has over 30 years of professional experience in the fields of auditing, taxation, consulting and structuring. Locally, he has been involved in advising both local and international firms in various business sectors including investment funds seeking listing on the SEM. Between 1986 and 1994, he carried out various audits of 26

27 companies and projects financed by World Bank/African Development Bank in certain African countries. Until 2008, Mr Gujadhur was the CEO, director and shareholder of a major trust and fiduciary company in Mauritius. In 2000, Mr Gujadhur was a member of the consultative committee set up by the Government of Mauritius to advise on the reforms to the non-banking financial services sector, which led to the setting up of the Financial Services Commission and the enactment of a new legal and regulatory framework in He is a Fellow of the Association of Chartered Certified Accountants, UK and is the Founder member of the International Fiscal Association IFA, Mauritius Branch. He is also a member of the Institute of Directors, UK and a Fellow of the Mauritius Institute of Directors. Peter Todd (56) British/South African; B.Comm, LLB, H Dip Tax Non-executive director 3rd Floor, La Croisette, Grand Baie, Mauritius Mr Todd qualified as an attorney and then became a senior tax manager at Arthur Anderson and Associates in Johannesburg. He joined TWS Rubin Ferguson in 1993 as a tax partner and was instrumental in listing several companies on the JSE. Mr Todd s practice was very focused on the property industry in South Africa and TWS had most of the major property companies as clients including, Stocks and Stocks, RPP, Abland, Edge Properties Ltd and Concor Ltd. The practice consulted on corporate structuring and raising finance for corporate developments. In 2000, Mr Todd set up Osiris International Trustees Limited in the BVI to provide international trust and corporate administrative services to global clients, as well as Drake Fund Advisors which sets up and administers hedge funds in the BVI and Cayman Islands for alternate and equity investments. Mr Todd was involved as a director from inception with the creation of Ciref Ltd. Ciref went on to list on AIM and later reversed into Wichford Ltd on the main board of the LSE. Mr Todd was also general manager of Corovest Fund Managers the investment manager of Redefine. Mr Todd remained a non-executive director of Redefine International Limited from initial listing for some 9.Mr Todd has served on the board of a number of listed and unlisted hedge funds with exposure to the equity markets. Daniel Romburgh (33); Mauritian, B.Comm (Hons) Financial Analysis and Portfolio Management Chief Officer Financial 3rd Floor, La Croisette, Grand Baie, Mauritius Mr Romburgh has vast experience as an executive of fund advisories and in the administration of investment funds. He has been Head of Operations at Drake Fund Advisors (SA) (Pty) Ltd. He was previously a director of Caledonian Fund Services (South Africa) (Pty) Ltd. His responsibilities included internal and outward management of an international fund administration and accounting service provider. He was previously appointed as accounts manager at Beacon Fund Administrators (Pty) Ltd. 2. REMUNERATION OF THE DIRECTORS OF TREVO 2.1 The remuneration and benefits paid by the Company to the directors of Trevo in their capacity as directors (or in any other capacity) for the financial period to 29 February 2016 will be as set out below: Director Remuneration as at 29 February 2016 USD Executive Directors Ajay Kumar Jeetoo 5,000 Roshan Nathoo 5,000 Non-executive Directors Daniel Romburgh 5,000 Peter Todd 5,000 27

28 Uday Gujadhur 5, The Company did not pay any fees or benefits to directors other than the remuneration as disclosed in the tables above. 2.3 There shall be no variation to the fees receivable by any of the directors as a consequence of the SEM listing. 3. DIRECTORS INTERESTS IN SECURITIES Trevo directors interests in Trevo None of the directors of the Company hold any securities in the Company as at the last practicable date. 4. DIRECTORS INTERESTS IN TRANSACTIONS 4.1 No directors of the Company or its controlling shareholders have a beneficial interest in transactions entered into by the Company: during the current financial year; or during the two preceding financial years; or during any earlier financial year and which may still be outstanding. 4.2 No amount has been paid to any director (or to any company in which he is interested (whether directly or indirectly) or of which he is a director or to any partnership, syndicate or other association of which he is a member) in the three years preceding the date of these Listing Particulars (whether in cash or securities or otherwise) by any person either to induce him to become or to qualify him as a director or otherwise for services rendered by him (or by the associate identity) in connection with the promotion or formation of the Company. 5. DIRECTORS INTERESTS IN PROPERTY ACQUIRED OR TO BE ACQUIRED No director of the Company or its controlling shareholders have had any material beneficial interest, direct or indirect, in the promotion of the Company or in any property acquired or proposed to be acquired by the Company in the three years preceding the date of issue of these Listing Particulars and no amount has been paid during this period, or is proposed to be paid to any director. 6. TERMS OF OFFICE None of the directors have entered into a service contract with the Company and accordingly the appointment of the directors is indefinite but remains subject to all applicable laws and the provisions of the Company s Constitution. 7. CONSTITUTION The relevant extracts of the Constitution of the Company providing for the appointment, qualification, retirement, remuneration and borrowing powers of the directors and the powers enabling a director to vote on a proposal, arrangement or contract in which he is materially interested are set out in Annexure BORROWING POWERS As set out more fully in Annexure 2, the borrowing powers of the Company exercisable by the directors are unlimited and, accordingly, have not been exceeded since incorporation. 9. SUMMARY OF EXISTING OR PROPOSED CONTRACTS (WHETHER WRITTEN OR ORAL) RELATING TO DIRECTORS AND MANAGERIAL REMUNERATION, RESTRAINT PAYMENTS, ROYALTIES AND SECRETARIAL AND TECHNICAL FEES 28

29 9.1. There are no existing or proposed contracts (whether written or oral) relating to directors or managerial remuneration, restraint payments, royalties or secretarial and technical fees As at the date of these Listing Particulars, there were no other contracts or arrangements in which the directors were materially interested and which were significant in relation to the business of the Company. 29

30 Annexure 2 EXTRACTS FROM THE CONSTITUTION OF THE COMPANY 1. Clause 4 of the Constitution: CAPITAL 4.1 Subject to the provisions of the Stock Exchange of Mauritius Listing Rules ( SEM Rules ), the Listings Requirements ( Listings Requirements ) of the Namibian Stock Exchange ( NSX ) or the requirements of any other exchange on which the Company is listed and pursuant to Section 52 of the Mauritian Companies Act, 2001 (Act 15 of 2001) as amended from time to time ( Companies Act 2001 ), the board of directors of the Company (the Board ) may only issue unissued shares where shares of that particular class are listed and/or grant options if such shares have first been offered to existing Members in proportion to their shareholding on such terms and in accordance with such procedures as the Board may determine, unless such shares are issued for the acquisition of assets by the Company. Notwithstanding the aforegoing, Members in a general meeting may authorise the directors to issue unissued securities, and/or grant options to subscribe for unissued securities, as the directors in their discretion deem fit, provided that the corporate action(s) to which any such issue or grant of options relates, has/have to the extent required been approved by the NSX and the SEM. 4.2 No shares or any interest or right to the shares shall be issued or granted by the Company to bearer. 4.3 The Company may by way of special resolution from time to time and in accordance with the Companies Act 2001: create any class of shares; increase or decrease the number of shares of any class of the Company s shares; consolidate and reduce the number of the Company s shares of any class; subdivide its shares of any class by increasing the number of its issued shares of that class without an increase of its capital; change the name of the Company; convert one class of shares into one or more other classes, save where a right of conversion attaches to the class of shares created; or subject to paragraph 14.6, vary any preference rights, limitations or other terms attaching to any class of shares. 4.6 The shares shall unless otherwise stated be fully paid up when issued and rank pari passu in all respects as amongst themselves including as to participation in the profits of the company. 2. Clause 10 of the Constitution: TRANSFER OF SHARES 10.1 Subject to the provision of this Constitution, shares shall be issued as being fully paid up and where shares are listed on the SEM or on another securities exchange, the shares of the Company shall be freely transferable and free from any lien. Each Member may transfer, without payment of any fee or other charges, save Brokerage Fees and/or any applicable tax liability arising in Mauritius or Namibia payable in relation to such transfer, all or any of his shares which have been fully paid For so long as the Company shall be admitted for listing on the SEM, a Member wishing to transfer its shares, shall where physical Share Certificates have been issued to that Member, cause its shares to be dematerialized For so long as the Company shall be admitted for listing on the SEM, all shares transferred must be in the dematerialized form and must be conducted through the ATS in accordance with the Trading Procedures. 30

31 10.4 In respect of shares held in certificated form and where such shares have not been listed on the SEM, every instrument of transfer shall be executed by or on behalf of the transferor. Every instrument of transfer shall be left at the registered office of the Company (or such other place as the Board may from time to time determine) at which it is presented for registration accompanied by the certificate of the shares so transferred, and/or such other evidence as the Company may require, to prove the title of the transferor of his rights to transfer the shares. All authorities to sign instruments of transfer granted by Members exhibited with or to the Company at its registered office (or such other place as the Board may from time to time determine) shall, as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation of the same shall have been given and lodged at the Company s registered office (or such other place as the Board may from time to time determine) at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notice, the Company shall be entitled to give effect to any instrument signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notices. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it Transfer of shares If title to a share passes to a transferee, the Company may only recognise the transferee as having any title to that share A transferee who produces such evidence of entitlement to shares as the directors may properly require may, subject to the provisions of this Constitution choose either to become the holder of those shares or to have them transferred to another person; and subject to the provisions of this Constitution, and pending any transfer of the shares to another person, has the same rights as the holder had Transferees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder s death or bankruptcy or otherwise, unless they become the holders of those shares. 3. Clause 12 of the Constitution: DIRECTORS 12.1 Number Subject to any subsequent amendment to change the number of directors the number of the directors shall not be less than three (3) and shall include a majority, but not less than two (2), directors who are ordinarily resident in Mauritius. If the number falls below three (3) the remaining directors shall as soon as possible, and in any event not later than six (6) months from the date the number of directors falls below the minimum, fill the vacancy or call a general meeting to fill the vacancy. After the expiry of the six (6) month period the remaining directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of Members Any director appointed under paragraph to fill a casual vacancy on or as an addition to the Board shall hold office only until the next following annual meeting and shall then retire, but shall be eligible for reelection at that meeting The quorum for all Board meetings shall be two (2) directors Qualification No director shall be required to hold shares in the Company to qualify him for an appointment Appointment The directors of the Company shall be appointed by the Company in general meeting or at meetings of the Board provided that, in the case of director/s having been appointed by the Board, such director/s appointments are approved 31

32 by Members at the next general meeting or annual meeting. Section 137 of the Companies Act 2001 shall not apply in respect of the appointment of more than one person in a single resolution as directors of the Company Retirement of directors Life directorships are not permissible At each annual meeting of Members all the directors shall retire from office and may make themselves available for re-election The Company at the meeting at which a director retires under any provision of this Constitution may by ordinary resolution fill the office being vacated by electing thereto the retiring director or some other person eligible for appointment. In default, the retiring director shall be deemed to have been re-elected except in any of the following cases: where at such meeting it is expressly resolved not to fill such office or a resolution for the reelection of such director is put to the meeting and lost; where such director has given notice in writing to the Company that he is unwilling to be reelected where such director has attained any retiring age applicable to him as director The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring director who is re-elected will continue in office without a break At least seven (7) days notice shall be given to the Company of any intention to propose a person for election as a director at a meeting of the Members and the consent of such person in relation thereto shall be communicated to the Company at least seven (7) days before the date of the meeting Notwithstanding anything to the contrary contained herein and subject to as may otherwise be provided by law, any director, managing director or other executive director may, by ordinary resolution passed at a meeting of Members called for purposes that include their removal or ceasing to hold office pursuant to Section 139 of the Companies Act 2001, be removed from office before the expiry of their period of office subject however, to the right of any such director to claim damages under any contract Remuneration of directors The remuneration of directors shall be determined by the Board The Board may determine the terms of any service contract with a managing director or other executive director The directors may be paid all travelling, hotel and other expenses properly incurred by them in attending any meetings of the Board or in connection with the business of the Company If by arrangement with the Board any director shall perform or render any special duties or serves outside his ordinary duties as a director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether, by way of salary, commission, participation in profits or otherwise) as the Board may from time to time determine A director shall not vote on any contract or arrangement or any other proposal in which he or his associates have a material interest nor shall he be counted in the quorum present at the meeting Notwithstanding paragraph above, a director shall be entitled to vote and be counted in the quorum at the meeting in respect of the following matters: the giving of any security or indemnity either: 32

33 (a) to the director in respect of money lent or obligations incurred or undertaken by him at the request of or for the benefit of the Company or any of its subsidiaries; or (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the director has himself assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security; any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the director is or is to be interested as a participant in the underwriting or sub-underwriting of the offer; any proposal concerning any other company in which the director is interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director is beneficially interested in shares of that company, provided that he, together with any of his associates, is not beneficially interested in shares of that company, provided that he, together with any of his associates, is not beneficially interested in five percent or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights; any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including: (a) the adoption, modification or operation of any employees share scheme or any share incentive or share option scheme under which he may benefit; or (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors and employees of the Company or any of its subsidiaries and does not provide in respect of any director as such any privilege or advantage not generally accorded to the class of person to which such scheme or fund relates; and any contract or arrangement in which the director is interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his interest in shares or debentures or other securities of the issuer For the purposes of paragraph , save for paragraph , associate shall have, in relation to any director, the following meanings: his spouse and any child or stepchild under the age of eighteen (18) years of the director ( the individual s family ) and; the trustees (acting as such) of any trust of which the individual or any of the individual s family is a beneficiary or discretionary object; and any company in the equity capital of which the individual and/or any member or members of the individual s family (taken together) are directly or indirectly interested so as to exercise or control the exercise of twenty percent (20%) or more of the voting power at meetings of Members, or to control the appointment and/or removal of directors holding a majority of voting rights at board meetings on all or substantially all matters, and any other company which is its subsidiary For the purposes of paragraph , associate shall have, in relation to a director, the following meaning: - (i) a spouse, a person living en concubinage under the common law, any child or stepchild or any relative residing under the same roof as that director, (ii) a succession in which the director has an interest; 33

34 12.6 Proceedings of directors (iii) a partner of that director; (iv) any company in which the director owns securities assuring him of more than ten per cent (10%) of a class of shares to which are attached voting rights or an unlimited right to participate in earning and in the assets upon winding up; (v) any controller of that director; (vi) any trust in which the director has a substantial ownership interest or in which he fulfils the functions of a trustee or similar function; (vii) any company which is a related company Chairperson The directors may elect one of their number as chairperson of the Board and determine the period for which he is to hold office Where no chairperson is elected, or where at a meeting of the Board the chairperson is not present within fifteen (15) minutes after the time appointed for the commencement of the meeting, the directors present may choose one of their number to be chairperson of the meeting Notice of Meeting A director or, if requested by a director to do so, an employee of the Company, may convene a meeting of the Board by giving notice in accordance with this paragraph A notice of a meeting of the Board shall be sent to every director and the notice shall include the date, time, and place of the meeting and the matters to be discussed Any meeting at which the business of the meeting is to appoint a director whether as an additional director or to fill a casual vacancy shall be called by at least thirty (30) business days notice. Any person appointed by the directors to fill a casual vacancy on or as an addition to the Board shall hold office only until the following annual meeting of Members, and shall then be eligible for re-election An irregularity in the notice of a meeting is waived where all directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all directors entitled to receive notice of the meeting agree to the waiver Methods of holding meetings The Board or any committee thereof may meet at such times and in such manner and places within the Republic of Mauritius as the Board may determine to be necessary or desirable A director shall be deemed to be present at a meeting of the Board if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear and communicate with one another Alternate directors Voting A director may by a written instrument appoint an alternate who need not be director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in the place of the director. 34

35 Minutes Every director has one vote The chairperson shall not have a casting vote A resolution of the Board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it are in favour of it A director present at a meeting of the Board is presumed to have a need to, and to have voted in favour of, a resolution of the Board unless he expressly dissents from or votes against the resolution at the meeting. The Board shall ensure that minutes are kept of all proceedings at meetings of the Board Resolution in writing A resolution in writing, signed or assented to by all directors then entitled to receive notice of a Board meeting, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form each signed or assented to by one or more directors A copy of any such resolution must be entered in the minute book of Board proceedings Directors may delegate Subject to this Constitution, the directors may delegate powers which are conferred on them: to such person or committee; by such means (including by power of attorney); to such an extent; in relation to such matters or territories; and on such terms and conditions as they think fit If the directors so specify, any such delegation may authorise further delegation of the directors powers by any person to whom they are delegated The directors may revoke any delegation in whole or part, or alter its terms and conditions Committees Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Constitution which govern the taking of decisions by directors The directors may not make rules including rules of procedure for all or any committees, which are inconsistent with this Constitution. 4 Clause 13 of the Constitution: POWERS AND DUTIES OF DIRECTORS 13.1 Borrowing Powers 35

36 The directors may exercise all powers of the Company to borrow or raise or secure the payment of money or the performances or satisfaction by the Company of any obligation or liability and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue mortgages, charges, bonds, notes and other securities and other instrument whether outright or as security, for any debt liability or obligation of the Company or of any third party. In addition, such power shall be exercised, in compliance with Section 143 of the Companies Act Overseas Seal and Branch Registers The Company may exercise the powers conferred by the Companies Act 2001 with regard to having an official seal for use abroad, and those powers shall be vested in the directors The Company may exercise the powers conferred by the Companies Act 2001 relating to the keeping of branch register and the directors may (subject to the provision of that section) make and vary such regulations as they think fit regarding the keeping of any such branch register Management of Company The business of the Company shall be managed by the directors in Mauritius who may pay all expenses incurred in promoting or registering the Company and who may exercise all such powers of the Company as are, by the Companies Act 2001 or by this Constitution, required to be exercised by the Company in general meeting, subject, nevertheless, to the provision of this Constitution and to the provision of the Companies Act Indemnity Subject to the provisions of the Companies Act 2001, and any other statute for the time being in force, every director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to, or be incurred by the Company in the execution of his office, or in relation thereto Directors expenses The Company may pay any reasonable expenses which the directors properly incur in connection with their attendance at: meetings of directors or committees of directors; general meetings of Members, or separate meetings of the holders of any class of share or of debentures of the Company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company. 5 Clause 16 of the Constitution: DIVIDENDS AND RESERVES 16.1 Declaration of Dividends The Board may declare dividends at such time and of such amount as it thinks fit, PROVIDED THAT: (i) (ii) such dividends shall be paid out of retained earnings; and the Board determines that immediately after the payment of the dividend, the Company shall be able to satisfy the solvency test in accordance with Section 6 of the Companies Act Dividends may be declared and paid in money, shares or other property The Company may cease sending dividend warrants by post if such warrants have been left uncashed on two successive occasions. 36

37 Notwithstanding paragraph above, the Company may cease sending dividend warrants after the first occasion on which such warrant is returned undelivered where after reasonable enquiries, the Company has failed to establish any new address of the registered holder Computation of Profit In computing the profits for the purpose of resolving to declare and pay a dividend, the directors may include in their computation the net unrealised appreciation of the assets of the Company Interim Dividends The directors may from time to time pay to the Members such interim dividends as appear to the directors to be justified by the surplus of the Company Entitlement to dividends Subject to the rights of holders of shares entitled to special rights as to dividends, all dividends shall be declared and paid equally on all shares in issue at the date of declaration of the dividend If several persons are registered as joint holders of any share, any of them may give effectual receipt for any dividend or other monies payable on or in respect of the share Any amount paid up in advance of calls on any share may carry interest, but shall not entitle the holder of the share to participate in respect thereof in a dividend subsequently declared. 37

38 Annexure 3 AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 FEBRUARY

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59 Annexure 4 DETAILED PROJECTED ASSET ALLOCATION AS AT 31 DECEMBER 2018 Investment Strategy Value of total capital raise - ZAR ZAR:USD exchange rate Value of total capital raise - USD Percentage Asset class Allocation of total portfolio 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% South African Rand Asset class Allocation of total portfolio Values - ZAR Mauritius South Africa Rest of the World Property Listed equities Resources Hotels Communication and Electronics Retail Financial Services Healthcare Technology Passive investments Structured investments with Capital Guarantee Index funds

60 ETF's* Other index funds Active Investments Venture Capital Opportunities (mainly renewables) Private Equity Investments Cash and cash equivalents Total geographic split US Dollar Asset class Allocation of total portfolio Values - USD Mauritius South Africa Rest of the World Property Listed equities Resources Hotels Communication and Electronics Retail Financial Services Healthcare Technology Passive investments Structured investments with Capital Guarantee Index funds ETF's* Other index funds Active Investments Venture Capital Opportunities (mainly renewables) Private Equity Investments Cash and cash equivalents Total geographic split *Investment criteria for ETF investments 1. High level of liquidity. The market is flooded with funds that use the ETF structure but don t really do what ETFs traditionally do. Instead of tracking a broadly followed index they attempt to replicate illiquid assets, such as the price of oil or a short position against the market. The problem is that not very many people buy and sell them. Fewer participants means increased chances of paying too much for a fund. 2. Focus on low fee ETF's which are upfront about their total costs. 3. Allocate and rebalance. Research shows that, over the past 15 years, investors who owned a portfolio of ETFs that included a diversity of asset classes and who rebalanced with discipline enjoyed a 1.5% premium over the broad stock market return. 40

61 Annexure 5 FORWARD SALE AGREEMENT 41

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101 Annexure 6 LISTED PORTFOLIO The Listed Portfolio will consist of 56,578,213 shares in one large JSE listed company ( the JSE Company ). The JSE Company has 3,667,476,771 shares in issue. The Listed Portfolio therefore represents a shareholding of 1.543% in the JSE Company. The market capitalization of the JSE Company is ZAR billion. Current Beta = 1. Growth in share price of the JSE Company: 1 week: +4.43% 1 month: +9.28% 3 months: % 6 months: +28.8% 1 year: % 2 years: % 3 years: % Trading volumes of the shares of the JSE Company (calculated over the last 6 months) Average volume per day: 10 million shares Average value per day: ZAR million (approximately USD 57,97 million using an exchange rate of ZAR13.00:USD1.00) Average volume per week: 47 million shares Average value per week: ZAR3.52 billion (approx. USD 0.27 billion using an exchange rate of ZAR13.00:USD1.00) This illustrates that 56,578,213 shares in the JSE Company can be sold down in 5.66 days. Dividend payments of the JSE Company: 2013: ZAR0.80 per share 2014: ZAR1.50 per share 2015: ZAR1.65 per share Trading on the JSE Week Week % Year to Year to % Change Change Ended Ended Week on Date Date Year on Central Order Week Year Book and Reported Trades Number of Trades Volume Value

102 Total JSE Market Capitalisation Week Week % Change Ended Ended Year on Year JSE Market Capitalisation (R bn) 7.15 Source: JSE statistical data per website for week ending 11 September