Post on 14-Jun-2018
TROPICAL PARADISE CO. LTD
Incorporated in Mauritius as a public company on December 12, 1994 Business Registration Number: C07013796
Registered office: Food & Allied Group Headquarters, Gentilly, Moka
Tel: 433 4225
FURTHER ADMISSION DOCUMENT
IN RESPECT OF
A proposed rights issue of 20,000,000 ordinary shares of no par value of Tropical Paradise Co. Ltd
(“TPCL”) at an issue price of Rs. 6.25, amounting to Rs. 125,000,000 in a proportion of eight (8)
new ordinary shares for every forty nine (49) ordinary shares held at the close of business on April
29, 2015.
This document serves as a Further Admission Document, as defined in the Rules of the Development and Enterprise Market (“DEM”) companies (the “DEM Rules”) of the Stock Exchange of Mauritius Ltd (“SEM”) and includes information given in compliance with the relevant sections of the DEM Rules with respect to the proposed rights issue of 20,000,000 ordinary shares by TPCL. The shares to be offered have been granted approval on 17 March 2015 by the Listing Executive Committee of the SEM with regards to their admission to listing on the DEM (subject to shareholders’ approval).
This document is important and requires your immediate attention.
This document is neither an invitation nor a prospectus nor a statement in lieu of a prospectus
for the public in Mauritius or elsewhere to subscribe for shares in TPCL.
If you are in any doubt about the action you should take, you should consult your financial advisor,
your investment dealer or any independent advisor immediately.
Date this document has been approved by the Listing Executive Committee: 17 March 2015 Further Admission Document No: LEC/R/01/2015
Ordinary shares ISIN number MU 0066100004
The proposed rights issue will be subject to shareholders’ approval at a special meeting to be held
on April 10, 2015.
DISCLAIMER Neither the Listing Executive Committee (“LEC”) of The Stock Exchange of Mauritius Ltd (“SEM”)
nor the SEM, nor the Financial Services Commission (“FSC”) assumes any responsibility for the
contents of this document. The LEC, the SEM and the FSC make no representation as to the
accuracy or completeness of any of the statements made or opinions or reports expressed in this
document and expressly disclaim any liability whatsoever for any loss arising from or in reliance
upon the whole or any part of this document.
The SEM, the LEC and the FSC do not vouch for the financial soundness of the Company or for the
correctness of any statements made or opinions expressed with regard to it.
A copy of this Further Admission Document has been filed with the FSC.
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
DIRECTORS DECLARATION
The directors of TPCL, whose names appear in section 3, collectively and individually accept full
responsibility for the accuracy of the information contained in this Further Admission Document
and confirm having made all reasonable enquiries, that to the best of their knowledge and belief
there are no other facts the omission of which would make any statement herein misleading. The
directors further declare, that to the best of their knowledge and belief, the Further Admission
Document complies, where applicable, with the DEM Rules, the Companies Act 2001, the
Securities Act 2005 and any Rules or Regulations made under these Acts.
A copy of this Further Admission Document and all relevant statutory documents of TPCL, have
been filed with the FSC.
The Board of Directors (the “Board”) of TPCL hereby states that:
a) there has been no material adverse change in the financial or trading position of TPCL since
the latest interim published statements ended December 31, 2014;
b) no changes are anticipated in the nature of the business of TPCL; and
c) the working capital available to TPCL is sufficient for the running of the business for the next
12 months from the date of this document.
Approved by the Board of Tropical Paradise Co Ltd on _____, 2015 and signed on its behalf by
[Name of Director] [Name of Director]
[Date]
…………………………………………………… ………………………………………………………..
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
DOCUMENTS FOR INSPECTION
The following documents may be inspected during normal working hours at the registered office of
TPCL at Food & Allied Group Headquarters, Gentilly, Moka:
(a) The constitution of TPCL;
(b) The original Further Admission Document;
(c) Consents of persons named in this Further Admission Document to act in their respective
capacities;
(d) The audited financial statements of TPCL for the financial year ended June 30, 2014; and
(e) The unaudited financial statements of TPCL for the six months ended December 31,2014.
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
SALIENT FEATURES OF THE RIGHTS ISSUE
New Ordinary Shares New ordinary shares of no par value of TPCL
ranking pari passu with the existing ordinary
shares.
Purpose of the Issue Re-furbishment of Le Labourdonnais Waterfront
Hotel and financing of other capital
expenditures requirements.
Terms of the Issue Proposed rights issue of 20,000,000 New
Ordinary Shares of no par value of TPCL at an
issue price of Rs 6.25 in a proportion of eight (8)
New Ordinary Shares for every forty nine (49)
ordinary shares registered in the names of the
shareholders at the close of business on April 29,
2015.
Listing of the New Ordinary Shares Fully paid New Ordinary Shares will be listed and
traded on the Development and Enterprise
Market of the SEM as from June 19, 2015. The
Listing Executive Committee of the SEM has, on
17 March 2015, approved the listing of the New
Ordinary Shares.
Amount to be raised under the Rights Issue Rs. 125,000,000
Underwriter MCB Stockbrokers Ltd, a company registered
under the laws of Mauritius and having its
registered address 9th Floor, MCB Centre, 9-15
Sir William Newton Street Port Louis and bearing
registration number C07007927.
Opening of rights subscription May 14, 2015
Closing of rights subscription June 05, 2015
Issue date June 15, 2015
Payment terms Payable on June 05, 2015 at latest.
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
TABLE OF CONTENTS
DEFINITIONS ...................................................................................................................................................... 1
1 EXECUTIVE SUMMARY ........................................................................................................................... 2
1.1 PURPOSE OF THE RIGHTS ISSUE ............................................................................................................... 2
1.2 USE OF PROCEEDS ................................................................................................................................... 2
1.3 TERMS OF THE RIGHTS ISSUE................................................................................................................... 2
1.4 BOARD APPROVAL ................................................................................................................................... 2
2 BACKGROUND ............................................................................................................................................ 3
2.1 INFORMATION ABOUT TPCL AND ITS SUBSIDIARY .................................................................................. 3
2.1.1 Le Labourdonnais Waterfront Hotel ............................................................................................... 3
2.1.2 Le Suffren Hotel & Marina ............................................................................................................. 4
2.1.3 The Hennessy Park Hotel ............................................................................................................... 4
2.1.4 The Address Boutique Hotel ........................................................................................................... 4
2.2 RATIONALE BEHIND THE RIGHTS ISSUE ................................................................................................... 4
2.2.1 Re-furbishment of Le Labourdonnais Waterfront Hotel (Rs. 85 Million) ....................................... 4
2.2.2 Financing of expected capital expenditures (Rs. 40 Million) ......................................................... 5
3 CORPORATE INFORMATION ON TPCL .............................................................................................. 5
3.1 DIRECTORATE ......................................................................................................................................... 5
3.2 DIRECTORS’ INTERESTS ........................................................................................................................... 9
3.3 OTHER CORPORATE INFORMATION ........................................................................................................ 10
3.4 SUBSTANTIAL SHAREHOLDERS .............................................................................................................. 10
3.5 SHARE CAPITAL ..................................................................................................................................... 11
3.6 RIGHTS ATTACHED TO THE SHARES ....................................................................................................... 11
3.7 AGGREGATE REMUNERATION ................................................................................................................ 12
3.8 MATERIAL CONTRACTS ......................................................................................................................... 12
3.9 LEGAL AND ARBITRATION PROCEEDINGS............................................................................................... 12
3.10 LEGAL AND COMMERCIAL NAME ........................................................................................................... 12
3.11 EXTRACT FROM THE CONSTITUTION ...................................................................................................... 12
3.12 NUMBER OF EMPLOYEES ........................................................................................................................ 12
3.13 RISKS FACTORS ..................................................................................................................................... 13
3.14 DIVIDEND POLICY ................................................................................................................................. 15
4 TERMS OF THE PROPOSED TRANSACTION .................................................................................... 16
4.1 DILUTION IMPACT AND SHARES IN PUBLIC HANDS ................................................................................. 16
4.2 ISSUE PRICE FOR NEW ORDINARY SHARES ............................................................................................ 16
4.3 TERMS OF THE RIGHTS ISSUE................................................................................................................. 17
4.3.1 Acceptance .................................................................................................................................... 17
4.3.2 Application for excess ordinary shares ......................................................................................... 17
4.3.3 Underwriter .................................................................................................................................. 17
4.3.4 Unsubscribed shares ..................................................................................................................... 18
4.3.5 Share fractions .............................................................................................................................. 18
4.3.6 Sale of rights ................................................................................................................................. 18
4.3.7 Transfer of rights .......................................................................................................................... 18
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
4.3.8 Terms of payments ........................................................................................................................ 18
4.3.9 Allotment of shares ....................................................................................................................... 18
4.4 SHARES ISSUED ...................................................................................................................................... 19
4.5 COSTS ASSOCIATED WITH THE RIGHTS ISSUE ........................................................................................ 19
4.6 TIME TABLE ........................................................................................................................................... 20
5 THEORETICAL EX-RIGHTS PRICE ..................................................................................................... 21
6 FINANCIAL INFORMATION ON TPCL ............................................................................................... 22
6.1 UNAUDITED CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED DECEMBER 31, 2014 OF
TPCL AND ITS SUBSIDIARY ............................................................................................................................... 22
6.1.1 Unaudited condensed statement of comprehensive income .......................................................... 22
6.1.2 Unaudited condensed statement of financial position .................................................................. 23
6.1.3 Unaudited condensed statement of cash flows .............................................................................. 23
6.1.4 Unaudited condensed statement of changes in equity ................................................................... 24
6.2 FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2014 AND JUNE 30, 2013 OF TPCL AND ITS
SUBSIDIARY ....................................................................................................................................................... 24
6.2.1 Statements of comprehensive income ............................................................................................ 24
6.2.2 Statements of financial position .................................................................................................... 25
6.2.3 Statements of cash flows ............................................................................................................... 26
6.2.4 Statements of changes in equity .................................................................................................... 27
6.2.5 Borrowings ................................................................................................................................... 29
6.2.6 Dividends ...................................................................................................................................... 29
6.2.7 Contingent Liabilities ................................................................................................................... 29
7 LIST OF INVESTMENT DEALERS ........................................................................................................ 30
8 APPLICATION GUIDE ............................................................................................................................. 31
9 AUDITORS’ REPORT ............................................................................................................................... 31
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
1
DEFINITIONS
Definitions Details
Act The Companies Act 2001, as may be amended from
time to time
Board The Board of Directors of TPCL
CDS Central Depositary and Settlement Co Ltd
DEM The Development and Enterprise Market of the SEM
FAD This Further Admission Document prepared for the
purpose of the proposed rights issue pursuant to the
rules for DEM companies
New Ordinary Shares New ordinary shares of Rs. 6.25 each ranking pari
passu with the existing Ordinary Shares in the capital
of TPCL
Ordinary Shares Ordinary shares of no par value in the capital of
TPCL
Rights Issue The proposed rights issue of 20,000,000 New
Ordinary Shares of no par value at an issue price of
Rs.6.25 each to the shareholders of TPCL as
particularised in this FAD
Rs. Mauritian Rupees
SEM The Stock Exchange of Mauritius Ltd, established
under the repealed Stock Exchange Act 1988 and
governed by the Securities Act 2005 as amended
The Group TPCL and its subsidiary company, Triamad Co Ltd
TPCL/the Company Tropical Paradise Co. Ltd
The Proposed
Transaction
The Rights Issue
Transaction Adviser BDO & Co
Underwriter MCB Stockbrokers Ltd
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
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1 EXECUTIVE SUMMARY
1.1 Purpose of the Rights Issue
The main purpose of the Rights Issue is to finance the refurbishment of the
Labourdonnais Waterfront Hotel with a view to offer a unique experience with a
complete re-looking of the public areas and the introduction of an Executive
Floor. It will also be used to reduce current borrowings of the Group to facilitate
the financing of expected capital expenditures.
1.2 Use of Proceeds
The expected amount to be raised is Rs. 125,000,000 to be used as follow:
Rs.
Hotels’ refurbishment 85,000,000
Re-financing of current debts in view of future capital
expenditures 40,000,000
Total 125,000,000
1.3 Terms of the Rights Issue
The Rights Issue of 20,000,000 New Ordinary Shares of no par value of TPCL at an
issue price of Rs. 6.25 in a proportion of eight (8) New Ordinary Shares for every
forty nine (49) Ordinary Shares held at the close of business on April 29, 2015.
1.4 Board approval
The Board has approved the terms of the issue by written resolution dated March
13, 2015.
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
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2 BACKGROUND
2.1 Information about TPCL and its subsidiary
TPCL is a hotel company listed on DEM. The Company was incorporated in
1994 and developed Le Labourdonnais Waterfront Hotel, the first 5-star
business city hotel in Mauritius which is regarded as a reference in the
local hospitality industry and a landmark in the capital, Port Louis.
Following the success of Le Labourdonnais Waterfront Hotel and with the
objective of targeting a new market segment, TPCL opened a second
hotel in 2004 on the prime waterfront location, Le Suffren Hotel &
Marina, to satisfy the needs of the modern day business travellers, and
provide comfortable accommodation in the vibrant surroundings of the
waterfront at an affordable price.
With the objective to further enhance the market position of the
Company and consolidate its offer to the business community, TPCL has
acquired, through its wholly owned subsidiary, Triamad Co Ltd, a four
star hotel in Ebene, currently operating under the commercial name "The
Hennessy Park Hotel".
Triamad Co Ltd is a private company incorporated in Mauritius on July 8,
2011.
TPCL also concluded a management contract on April 1, 2013 with Hotel
Chambly Ltd for a 42 bedroom hotel, "The Address Boutique Hotel",
situated in the Port Chambly village, in the vicinity of Arsenal and Baie du
Tombeau.
2.1.1 Le Labourdonnais Waterfront Hotel
Le Labourdonnais Waterfront Hotel is acknowledged as Port-Louis'
foremost address for luxurious comfort, high profile conferences and
world-class cosmopolitan cuisine. This elegant 5-star hotel is adjacent to
the financial and business centre of the city and is within easy reach of
convention centres, embassies and major tourist attractions. Le
Labourdonnais Waterfront Hotel exudes refinement and exclusivity.
With its high standard of services and comfort, Le Labourdonnais
Waterfront Hotel combines a subtle blend of timeless elegance with
Mauritian art de vivre. The Hotel has a total of 109 guest rooms including
11 luxurious suites.
The hotel is ideally situated on the Waterfront in Port Louis, and offers
direct access to the exclusive Caudan Waterfront complex, Mauritius'
premier commercial and entertainment centre.
TROPICAL PARADISE CO. LTD (“TPCL”)
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2.1.2 Le Suffren Hotel & Marina
Le Suffren Hotel & Marina offers both business travellers and holiday
makers a sparkling and dynamic venue, perfect for business and pleasure
in a unique nautically themed environment. Le Suffren is perfectly
positioned to take full advantage of everything that Mauritius has to
offer, whether doing business in the capital, Port Louis, or taking time
out to discover the unspoilt beauty of the island.
In the quest of meeting increasing expectations from its clients, the hotel
has completed, in 2011, an extension to accommodate ten fully serviced
hotel apartments and a state of the art wellness centre as well as an
exquisite bar.
2.1.3 The Hennessy Park Hotel
Located in the heart of bustling Ebène City, next to Ebène shopping mall,
The Hennessy Park Hotel is a modern, innovative and well appointed four
star business hotel with an artistic touch. Muted business tones have been
replaced with a colour, zest and vibrancy designed to reflect the needs of
a new generation of creative entrepreneurs.
2.1.4 The Address Boutique Hotel
The hotel was refurbished in 2013-14 and reopened on February 20, 2014.
The hotel concept was completely reviewed with a new look and feel.
A number of food and beverage concepts were introduced including the
Izumi Japanese restaurant offering Teppanyaki tables, a sushi bar and two
tatami private rooms as well as the terrace overlooking the estuary.
For the well being of our guests, Ispa was introduced at The Address
Boutique Hotel with a new gym to enhance the guest experience.
2.2 Rationale behind the Rights Issue
2.2.1 Re-furbishment of Le Labourdonnais Waterfront Hotel (Rs. 85 Million)
The objective of the refurbishment is to re-define and upgrade the public
areas of the Labourdonnais Waterfront Hotel as well as the restaurants and
bar of the hotel with new trendy concepts. The banqueting services will, at
the same time, be reviewed to equip the hotel with modern and
professional facilities in order to offer a unique experience to our guests.
These improvements will enable the hotel to cater for every need of its
guests and be recognised as the finest business hotel in the region.
The refurbishment will also encompass the implementation of an Executive
Floor which will offer additional services dedicated to the Executive
Business Travellers. In addition guests residing on this floor will have
exclusive access to the Lounge which will provide a comprehensive set of
facilities and services. The Presidential Suite will also undergo a
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
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refurbishment and additional space will be made available as well as an
inter-leading room enabling our guests to relax or entertain in grand style
in superbly appointed living and dining areas.
2.2.2 Financing of expected capital expenditures (Rs. 40 Million)
The remaining funds from the Rights Issue will be used to assist with the
financing of the expected capital expenditures over the coming years.
These expenditures include the refurbishment of the rooms at the
Hennessy Park Hotel as well as the installation of energy efficient systems
to enable a reduction of the operating costs at Le Labourdonnais
Waterfront Hotel.
In the immediate future, those funds will be used to reduce current
borrowings of the Group and then ultimately facilitate the financing of
expected capital expenditures over the next two financial years.
3 CORPORATE INFORMATION ON TPCL
3.1 Directorate
Michel Doger de Spéville, C.B.E. (Chairman)
Born in 1937, Mr. Michel Doger de Spéville is the founder and Executive
Chairman of the Food & Allied Group. He is also the founder and Senator
of the JCI Mauritius, past president of The Mauritius Chamber of Commerce
and Industry and conferred “Honorary Fellow” by the University of
Mauritius for his contribution to the development of the Agro-Industry in
Mauritius.
Mr. Michel Doger de Spéville is the Chairman on the Board of Directors of
various companies of the Food & Allied Group of Companies. He is also a
board member of Les Moulins de la Concorde Ltée, Livestock Feed Limited
and Fincorp Investment Ltd.
Jean-Paul Chasteau de Balyon
Born in 1950, Fellow Member of the Mauritius Institute of Directors.
Jean Paul Chasteau de Balyon has retired on July 01, 2012 as Company
Secretary and Director of Swan Group Corporate Services Limited. Before
his retirement, he was a Council Member of the Mauritius Chamber of
Commerce and Industry (Member of its Nomination and Remuneration
Committee), Member of the Consultative Committee of the Stock Exchange
of Mauritius Ltd., Chairperson of the sub-committee of the Insurers’
TROPICAL PARADISE CO. LTD (“TPCL”)
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Association on issues linked to the World Trade Organisation (WTO). Mr.
Chasteau is still a Director of Companies in the manufacturing and
commercial sectors and is a member of the Board of Governors of the MCCI
Business School. He was appointed on the board of TPCL on 29 March 2007.
Cédric Doger de Spéville
Born in 1979, obtained a “Maîtrise en économie” from University of Paris I
Panthéon Sorbonne in 2001. He also completed an Msc in Accounting and
Finance at the London School of Economics in 2002 and obtained a Master
in Business Administration from Columbia Business School in 2007. He was
Consultant for COFINTER in Paris from 2002 to 2003 and joined the Food &
Allied Group in 2003. In January 2013, Cédric de Spéville was appointed
Group Chief Executive Officer. He is director on various companies of the
Food & Allied Group. He is a former President of the Mauritius Chamber
of Commerce and Industry. He was appointed to the Board of TPCL on
August16, 2010.
Directorship in listed companies: Les Moulins de la Concorde Ltée,
Livestock Feed Limited, Mauritius Freeport Development Co Ltd, Forward
Investment and Development Enterprises Ltd.
Hector Espitalier-Noël
Born in 1958, Mr. Hector Espitalier-Noël is a member of the Institute of
Chartered Accountants in England and Wales. He worked with Coopers and
Lybrand in London and with De Chazal du Mée in Mauritius. He is presently
the Chief Executive of ENL Limited. He is also Chairman of New Mauritius
Hotels, Bel Ombre Sugar Estate Ltd and CIM Financial Services Ltd as well
as being a Director of several companies listed on the Stock Exchange of
Mauritius Ltd.
He was also the President of Rogers and Company Ltd, the Mauritius
Chamber of Agriculture, the Mauritius Sugar Producers’ Association and the
Mauritius Sugar Syndicate. Mr. Hector Espitalier-Noël was appointed
director on the Board of TPCL on May 31, 1996.
Directorship in listed companies: ENL Commercial Limited, ENL Investment
Limited, ENL Ltd, New Mauritius Hotels Ltd, Rogers and Co Ltd, ENL Land
Ltd, The Anglo Mauritius Assurance Society Ltd and Swan Insurance Co Ltd.
Charles Philippe de Bragard Hardy
Born in 1972, founding member and Managing Director of DMH Associates.
He has a very diversified exposure to finance having held various roles
spanning investment management, business development, corporate
TROPICAL PARADISE CO. LTD (“TPCL”)
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planning and transaction advisory.
He is the leading partner of DMH Associates’s corporate finance advisory
services having coordinated and advised on several capital structuring as
well as mergers and acquisitions transactions across many industries in the
past 10 years, with a particular expertise in dealing with family held
enterprises and owner managed businesses of all sizes.
Mr de Bragard Hardy holds an honours degree in Mathematics and Financial
Management and is an Associate of the Royal College of Science of London
through the Imperial College of Science, Technology & Medicine. He acts
as a director on several public and private companies, chairing audit
committees in various instances. Mr de Bragard Hardy was appointed
director of TPCL on February 14, 2014.
Directorship in listed companies: Plastic Industry (Mauritius) Ltd.
René Leclézio
Born in 1956, holder of a BSc (Chemical Engineering) from Imperial
College, London, and an MBA from the London Business School. Mr.
Leclézio was appointed director of TPCL on December 12, 1994. Before
being appointed CEO of Promotion and Development in 1987, he worked in
London as consultant engineer in the oil and gas industry and with Lloyds
Merchant Bank as Assistant Manager in Project Finance.
Directorship in listed companies: Anglo Mauritius Assurance Society Ltd,
Caudan Development Limited, Excelsior United Development Co Ltd,
Mauritius Freeport Development Co Ltd, Promotion and Development Ltd,
and Swan Insurance Co Ltd.
Pierre-Yves Pougnet
Born in 1942, accountant by profession, Mr. Pierre-Yves Pougnet is the
Executive Vice Chairman of the Food & Allied Group of Companies. He was
appointed to the Board of TPCL on December 12, 1994. Mr. Pougnet also
sits on the Board of P.O.L.I.C.Y. Limited, Livestock Feed Limited, Avipro
Co Ltd, and Les Moulins de la Concorde Ltée.
Louis Rivalland
Born in 1971, Mr. Louis Rivalland was appointed to the Board of TPCL on 4
October 2012. He is currently the Group Chief Executive of Swan
Insurance and Anglo-Mauritius Assurance. He was previously part of the
management team of Commercial Union in South Africa and conducted
several assignments for Commercial Union in Europe. He then worked as
Actuary and Consultant for Watson Wyatt in Johannesburg.
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He was the President of the Joint Economic Council and the Insurers’
Association of Mauritius. He has played an active role in the development
of risk management, insurance and pensions in Mauritius having chaired or
been part of various technical committees on these areas.
He holds a BSc (Hons) in Actuarial Science and Statistics, and is a Fellow of
the Institute of Actuaries, UK.
Directorship in listed companies: Air Mauritius Ltd, Constance Hotels
Services Ltd, ENL Commercial Ltd, ENL Land Ltd, Hotelest Ltd, Ireland
Blyth Ltd, New Mauritius Hotels Ltd, Swan Insurance Co Ltd, The Anglo-
Mauritius Assurance Society Ltd.
Rolph Schmid
Born in 1962, Qualified Chef, holder of a Hotel School diploma and a
Business School Certificate. During his career he worked for a number of
hotel groups such as Swiss hotels, Hyatt International, Beachcomber hotels
and was General Manager for Southern Sun hotels before joining the
Labourdonnais Waterfront Hotel and was appointed in 2004, as General
Manager of Labourdonnais Waterfront Hotel and Le Suffren Hotel & Marina.
Since 2011, he was nominated as Managing Director of both TPCL and
Triamad Co. Ltd trading as the Hennessy Park Hotel. In 2013, he was
assigned one additional hotel portfolio: Hotel Chambly trading as The
Address Boutique Hotel.
Alternate Directors
Noël Eynaud
(*Alternate to Michel de Spéville, C.B.E.)
Born in 1940, Accountant by profession, is a Director of Management and
Development Company Limited. He was appointed to the Board of TPCL on
December 14, 2006 as alternate director to Mr. Michel de Spéville and is a
member of the Audit & Risk Committee. Mr. Eynaud also sits on the Board
of Avipro Co Ltd and is alternate Director on the Board of Livestock Feed
Limited.
Eric Espitalier-Noël
(*Alternate to Hector Espitalier-Noël)
Born in 1959, holds a Bachelor’s degree in Social Sciences and an MBA. He
is currently the Chief Executive Officer of ENL Commercial Limited. He
was appointed to the Board of TPCL on June 14, 2000.
Directorship in listed companies: Automatic Systems Ltd, ENL Commercial
Ltd, ENL Investment Limited, ENL Land Ltd, ENL Limited, Les Moulins de la
Concorde Ltée, Livestock Feed Limited and Rogers & Co Ltd
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
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3.2 Directors’ interests
The table below shows the interests of the Directors of TPCL in ordinary
and preference shares of the Company as at June 30, 2014.
No.
DIRECTORS
Direct Shareholding
%
Indirect
Shareholding
%
Number of
Directorship
in
Listed Companies
Ord Pref Ord Pref
1 Jean-Paul Chasteau de Balyon - - - - -
2 Michel de Spéville, C.B.E. - - 13.13 - 4
3 Cédric de Spéville - - 0.17 - 4
4 Hector Espitalier-Noël - - 1.802 - 9
5 Philippe de Bragard Hardy (as
from 14.02.2014)
- - - - 2
6 René Leclézio - - - - 7
7 Pierre-Yves Pougnet 0.065 0.100 0.009 - 4
8 Louis Rivalland - - - - 10
9 Rolph Schmid - - - - 1
ALTERNATE DIRECTORS
1 Noël Eynaud
(Alt. to Michel de Spéville)
- - 0.038 0.061 3
2 Eric Espitalier-Noël
(Alt. to Hector Espitalier-Noël)
- - 1.750 - 9
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
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3.3 Other corporate information
The table below provides other corporate information on TPCL.
Corporate Information Name Address
Company Secretary M & D Secretarial Services
Ltd
Food & Allied Group
Headquarters, Gentilly,
Moka
Share Registry Management &
Development Corporate
Services Ltd
Food & Allied Group
Headquarters, Gentilly,
Moka
Management company Indigo Hotels & Resorts Ltd Food & Allied Group
Headquarters, Gentilly,
Moka
Auditors & financial advisors BDO & Co 10, Frère Félix de Valois
Street, Port-Louis
Bankers The Mauritius Commercial
Bank Ltd
The Hongkong and
Shanghai Banking
Corporation Limited
State Bank of Mauritius Ltd
9-15, Sir William Newton
Street, Port Louis
4F HSBC Centre,
18 Cybercity, Ebene
State Bank Tower
1 Elizabeth II Avenue
Port-Louis
Legal advisor Patrice de Spéville, S.C. Chancery House, Port Louis
Notary Jean-Pierre Montocchio Labama House, Port Louis
3.4 Substantial shareholders
Shareholders owning more than 5% of the shares of TPCL as at June 30, 2014 were as
follows:
Shareholders No of Ordinary
Shares Percentage
Indigo Hotels & Resorts Ltd 54,154,185 44.20%
ENL Investment Limited 16,380,700 13.37%
Promotion & Development Co Ltd 14,700,000 12.00%
The Anglo-Mauritius Assurance Society Limited 14,384,538 11.74%
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
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3.5 Share capital
As at June 30, 2014 the issued share capital of TPCL was Rs. 1.028 billion made up of:
� 122,500,000 fully paid ordinary shares of no par value; and
� 750,000 16% preference shares of Rs. 100 each out of which 8% is cumulative.
Following the Rights Issue, the capital structure of TPCL would be as follows:
Pertaining to ordinary
shareholders
Pertaining to
preference
shareholders
No of Ordinary
Shares
Ordinary Share
Capital
Preference
Share
Capital
Total
Units. Rs. Rs. Rs.
At June 30,
2014 122,500,000 953,125,000 75,000,000 1,028,125,000
Rights Issue 20,000,000 125,000,000 - 125,000,000
Total 142,500,000 1,078,125,000 75,000,000 1,153,125,000
3.6 Rights attached to the shares
Each of the existing Ordinary Share confers upon its holder the rights set out in Section
46(2) of The Act together with any other rights conferred by the constitution of the
Company.
The rights conferred by Section 5.2 of the constitution of the Company are the following:
I. The right to one vote on a poll at a meeting of the Company on any resolution;
II. The right to an equal share in dividends authorised by the Board; and
III. The right to an equal share in the distribution of surplus assets of the Company.
Rights of Preference Shares (as per section 5.2.3 of the constitution)
Preference shareholders have the right to a fixed preferential cumulative dividend at the
rate of 8% per annum and a fixed preferential non cumulative dividend at the rate of 8%
per annum.
Preference shareholders have no right:
(i) to any further participation in the profits and/or assets of the Company in case of
winding up except for any arrears on the cumulative preferential dividend, and (ii) to
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receive notice of, or attend or vote at the General Meetings of the Company.
3.7 Aggregate remuneration
Remuneration and benefits received by the non-executive Directors of the Group from
TPCL and its subsidiary company for the year ended June 30, 2014 amounted to Rs.
1,257,500.
3.8 Material contracts
The Company has a management contract with Indigo Hotels & Resorts Limited, a
major shareholder, in which three Directors of TPCL have an indirect interest.
Indigo Hotels & Resorts Limited, spearheading the hotel activities of the Food & Allied
Group of Companies, oversees the performance and strategic development of the
individual hotels, ensuring the cohesive sharing of enterprise culture and values
throughout the entities.
3.9 Legal and arbitration proceedings
There were no legal or arbitration proceedings during the previous 12 months which
may have, or have had in the recent past significant effects on the Company's financial
position or profitability.
3.10 Legal and commercial name
TPCL operates under the commercial names of “Le Labourdonnais Waterfront Hotel”
and “Le Suffren Hotel & Marina”. Triamad Co Ltd presently operates under the
commercial name of “The Hennessy Park Hotel”. Hotel Chambly Ltd presently operates
under the commercial name of “The Address Boutique Hotel".
3.11 Extract from the constitution
The objects of The Company are to set up and manage hotels, restaurants, shops, casinos
and other activities, which can be carried on in connection therewith (Section 3.3.1 of
the constitution of the Company).
3.12 Number of employees
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As at June 30, 2014, the number of employees of TPCL was 313, that of Triamad Co Ltd
was 161 and that of Hotel Chambly Ltd was 89.
3.13 Risks factors
Investing in any business comprises risks. The risks relevant to TPCL are listed below:
(i) Political And Economic Development Risks
TPCL is dependent on the state of the economy and consequently on the
Government’s policies implemented to enhance the economic conditions. TPCL is
also indirectly impacted by the condition of the tourism industry which is dependant upon the Government’s strategies relating to the promotion for this
sector and air access policy.
(ii) Hotel Industry Demand And Supply Cycle Risks
TPCL faces the risks of fluctuating demand and increasing room supply in the
hotel industry in Mauritius. The general economic uncertainties in the world,
particularly in Europe, has had a significant effect on the operations of TPCL due
to its dependency on business guests’ arrivals.
The seasonality experienced in the low and high season also affects the financial
position of the Company as well as the operations in a context where fixed costs are high.
Finally, competition and room overcapacity on the island due to the emergence
of new players in the hotel industry, have a material impact of room occupancy and rates.
Seeking new and emerging markets to expand its client base as well as
diversifying its revenue mix will help TPCL to mitigate this risk.
(iii) Human Resources Risks
There is a need to find the right people and retain them in a highly competitive market to deliver quality service.
TPCL proposes several incentives schemes in order to be regarded as an
attractive employer in the hotel sector. A training structure has been implemented and management is currently completing a succession planning for
the Group.
(iv) Information Systems Risks
TPCL is highly dependent on information systems to handle its operations.
Disruption of these services might adversely impact operations despite business
continuity and disaster recovery processes implemented.
Maintenance agreements for all key equipments are effective and regular off site
backups are done to prevent information loss. IT audits have been put in place to
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ensure identification and elimination of weaknesses in TPCL systems.
(v) Development Risks
While the strategy of the Company is to seek growth, the availability of growth
opportunities in Mauritius is limited. The Company’s operational results might
be adversely impacted if new growth strategies are not explored.
(vi) Litigation Risks
Litigation risks from guests, suppliers, partners, employees and regulatory
authorities remain a risk. Insurances are taken by the Company in order to
mitigate these risks.
(vii) Insurance Risks
The Company maintains insurance levels in order to cover the risk profiles of its
operations. Inadequate or insufficient insurance could expose TPCL to large
claims or loss of capital invested, adversely impacting the financial results.
TPCL uses external consultants and reviews its insurance policies on a yearly
basis to ensure adequate coverage.
(viii) Borrowing And Debt Coverage Risks
TPCL depends on its capacity to borrow to meet its expected capital
requirements. Inability to repay or failure to comply with debt covenants might
affect the Company’s ability to contract future loans.
TPCL has in place a Financial department that ensures that all debt repayments
and compliance clauses are respected.
(ix) Financial Risks
The Company is exposed to a wide range of financial risks namely:
− Foreign currency risk/Interest rate risk: TPCL holds a small portfolio of
foreign currency debt, in respect of which it faces exposure to fluctuations
in currency risks as well as interest rate risks. TPCL has maintained a
prudential approach to limit its foreign currency risk given the increased
volatility registered in the current market.
− Credit risk: Credit risk is the risk that counterparty will not meet its
obligations under a financial instrument or customer contract which might
result to financial loss. To mitigate such risk, a Credit Committee has been
implemented and credit facilities are only given to creditworthy clients of
the Company after a thorough check with rating agencies or relevant publicly
available financial information.
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15
− Liquidity risk: TPCL is constantly faced with short-term cash flow risk due to
its credit/ gearing policies and business fluctuations. In order to mitigate this
risk additional overdraft facilities have been negotiated with financial
institutions.
− Cost acceleration risk: Operating and regulatory costs may rise in periods
where price adjustments are not feasible thus creating a risk to the Company
which might impact on its overall profitatbility.
3.14 Dividend Policy
TPCL follows a policy of paying dividends to ordinary shareholders in accordance with its
profitability and liquidity and investments requirements.
Preference shareholders are subject to the provisions of the Consitution of the Company
(as per clause 3.6 of this document).
TROPICAL PARADISE CO. LTD (“TPCL”)
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-
4 TERMS OF THE PROPOSED TRANSACTION
The section below provides information about the securities for which listing is being
sought.
The Proposed Transaction as referred to above consists of 20,000,000 New Ordinary
Shares of no par value of TPCL at an issue price of Rs. 6.25 in a proportion of eight (8)
New Ordinary Shares for every forty nine (49) Ordinary Shares registered in their names
at the close of business on April 29, 2015. TPCL will not issue fractional shares. The
number of New Ordinary Shares will be rounded down to the nearest integer when
fractions occur.
Immediately following the completion of the Rights Issue in accordance with the terms of
this FAD, the New Ordinary Shares will rank in all respect pari passu with the Ordinary
Shares presently in issue. Fully paid New Ordinary Shares will be listed and traded on the
DEM as from June 19, 2015.
4.1 Dilution impact and shares in public hands
As a result of the Proposed Transaction, the maximum dilution per share for a
shareholder not subscribing to the Rights Issue has been estimated to be 14%.
4.2 Issue Price for New Ordinary Shares
The Board has applied a discount of approximately 14% on the average trading price of the
ordinary shares over the 12 months ended December 31, 2014.
Average 12 months share price Rs. 7.25
Discount to share price 14%
Offer price Rs. 6.25
The Rights Issue price represents a discount of 5% on TPCL’s share price (Rs 6.56) as at March 16,
2015.
Total number of Ordinary Shares
Current 122,500,000
Following Rights Issue 142,500,000
14.04%
TROPICAL PARADISE CO. LTD (“TPCL”)
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4.3 Terms of the Rights Issue
Subject to shareholders’ approval of the Rights Issue, the offer letter, application guide
and application forms will, on or about May 08, 2015, be sent to shareholders registered
at close of business on April 29, 2015.
4.3.1 Acceptance
Acceptance wholly or partially may only be done by signing Form A or Form E
respectively (see section 8). The completed form must be returned with the payment for
New Ordinary Shares subscribed to the Company Secretary at Food & Allied Group
Headquarters Gentilly, Moka not later than June 05, 2015. The acceptance of the Rights
Issue is irrevocable and cannot be withdrawn.
4.3.2 Application for excess ordinary shares
Shareholders subscribing in full to the offer may also apply on the same terms and
conditions for New Ordinary Shares in excess of their entitlements and should complete
Form B (see section 8). The said form must be returned with the payment for excess
New Ordinary Shares applied for to the Company Secretary at Food & Allied Group
Headquarters, Gentilly, Moka not later than June 05, 2015.
I. Any New Ordinary Share not subscribed for in terms of the Rights Issue will be
allotted by the Board, at their discretion, to applicants for excess New Ordinary
Shares on a fair basis, taking into consideration the number of Ordinary Shares held
by the applicant and the number of New Ordinary Shares applied for by the
applicant;
II. Unallocated fractions will be pooled together with any unsubscribed shares to meet
application for excess New Ordinary Shares;
III. The results of the allocation of the excess New Ordinary Shares (if any) will be
notified to the relevant shareholders on June 15, 2015; and
IV. No interest will be paid on monies received in respect of applications for excess New
Ordinary Shares. Refund cheques in respect of unsuccessful applications will be
posted to the shareholders’ address not later than June 15, 2015.
4.3.3 Underwriter
The underwriter will subscribe for or procure the subscription of all New Ordinary Shares
of TPCL issued under the Rights Issue which have not been taken by the shareholders in
accordance with the terms of its underwriting agreement which has been signed on
February 13, 2015.
TROPICAL PARADISE CO. LTD (“TPCL”)
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4.3.4 Unsubscribed shares
The New Ordinary Shares in respect of which no duly completed and signed forms and/or
relevant full payment have been received at the closure of the subscription shall remain
under the control of the Board of Directors of TPCL. The latter shall allot them to the
Underwriter and/or such persons as the Underwriter may nominate at a price which shall
not be less than the subscription price of Rs. 6.25.
4.3.5 Share fractions
Should the issue of eight (8) New Ordinary Shares for every forty nine (49) Ordinary Shares
give rise to share fractions, these shall be rounded down to the nearest share for offer.
4.3.6 Sale of rights
Shareholders who do not wish to subscribe for any of the shares offered may sell their
rights by completing and signing Form C (see section 8). This form may then be negotiated
through one of the Licensed Stockbroking Companies listed in section 7 and the rights sold
on the DEM from May 22, 2015 to May 28, 2015.
4.3.7 Transfer of rights
The rights of a shareholder to subscribe for shares under the Rights Issue may be
transferred to a related party by completing Form D (see section 8) in accordance with the
instructions contained thereon.
The transfer of rights may only be accepted if made between spouses, an ascendant to a
descendant, by a société to its members, or by way of succession. A certified true copy of
document evidencing such relationship must be submitted together with the duly
completed and signed Form D (for example, birth certificate, marriage certificates, “Acte
de Société”, affidavit.)
Duly completed and signed Form D must be remitted to one of the Licensed Stockbroking
Companies listed in section 7 which will in turn submit the duly completed Form D with
the payment to the Company Share Registry, Mangement & Development Corporate Service
Ltd, not later than June 05, 2015.
4.3.8 Terms of payments
The Rights Issue will be payable in full on or before June 05, 2015 in ONE instalment.
All payments must be made by cheque drawn to the order of TROPICAL PARADISE CO. LTD
and crossed.
A separate cheque must be submitted, on the same terms described above, for payments
in relation to excess New Ordinary Shares applied for.
Should a cheque forwarded in payment be dishonoured by the drawer’s bank, the
application will not be considered.
No cash payments will be accepted.
4.3.9 Allotment of shares
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19
The allotment of shares will be effected within 10 days of the expiry of the period for the
payment of the New Ordinary Shares subscribed.
The CDS accounts of all applicants who have been allotted New Ordinary Shares and who
have an account at CDS will be credited by June 18, 2015. A letter will be sent on June 18,
2015 to confirm the number of shares credited on CDS.
Share certificates, in respect of shares allotted to all other shareholders, will be posted to
their registered address on June 18, 2015.
The New Ordinary Shares will be allotted taking into consideration the pre-emptive right
of each shareholder and that the shareholding of any shareholder or corporate shareholder
acting together in concert shall not exceed 49.99% after the Rights Issue.
4.4 Shares issued
The shares will be issued in registered and certificated form.
4.5 Costs associated with the Rights Issue
The estimated total cost associated with the Rights Issue is shown in the table below:
Rights Issue Costs Rs.
Underwriting fees 250,000
Financial Advisor Fees 300,000
Printing Fees 200,000
Others 160,000
Total 910,000
TROPICAL PARADISE CO. LTD (“TPCL”)
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4.6 Time table
DESCRIPTION DATE
Special meeting of shareholders 10.04.15
First cum rights trading session 13.04.15
Last day to deposit share certificates in CDS for first day of trading of rights 22.04.15
Last cum rights trading session 24.04.15
Shares quoted ex-rights 27.04.15
Record date for shareholders entitled to receive offer to subscribe 29.04.15
Opening of rights subscription 14.05.15
First day to deposit offer letters in CDS for trading of rights 15.05.15
Last day to deposit offer letters in CDS for trading of rights 21.05.15
First day for trading of rights 22.05.15
Last day for trading of rights 28.05.15
Closure of rights subscription & due date for payment 05.06.15
Allotment of fully paid shares 15.06.15
Credit CDS Accounts 18.06.15
Sending of allotment letters and share certificates to shareholders 18.06.15
First day of trading of fully paid New Ordinary Shares 19.06.15
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5 THEORETICAL EX-RIGHTS PRICE
The theoretical ex-rights price is based on the share price of the Company on
January 27, 2015, being the last practicable day prior to the publication of this
Further Admission Document to shareholders.
Details Rs./Units
Last price quoted prior to the issue 7.00
Number of shares in issue net of treasury shares 122,500,000
Market capitalisation prior to the issue 857,500,000
Number of shares to be issued 20,000,000
Value of shares issued 125,000,000
Capitalisation following the issue 982,500,000
Number of shares following the issue of New Ordinary Shares (net
of treasury shares)
142,500,000
Theoretical ex-rights price following the issue 6.89
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6 FINANCIAL INFORMATION ON TPCL
Inspite of the adverse global economic conditions and challenges facing the hotel
industry, TPCL has achieved an increase in occupancy and average room rates resulting in
a profit before taxation of Rs. 29.8 million for the year ended June 30, 2014 as compared
to Rs. 17.1 million for the year ended June 30, 2013.
The refurbishment of the Labourdonnais Waterfront Hotel is scheduled to start in May
2015 resulting in the closure of the Hotel for up to two months. This will entail a loss of
revenue and hence impact the results for the year ending June 30, 2015..
6.1 Unaudited condensed financial statement for the 6 months ended December 31, 2014 of TPCL and its subsidiary
The tables below sets out the unaudited abridged interim financial statements for the six
months ended December 31, 2014.
6.1.1 Unaudited condensed statement of comprehensive income
Rs 000's Unaudited
Dec 31, 2014
Turnover 298,620
Operating profit 26,434
Net finance costs (18,354)
Profit before taxation 8,080
Income tax (1,074)
Profit for the year 7,006
Other Comprehensive Income -
Total Comprehensive Income 7,006
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6.1.2 Unaudited condensed statement of financial position
6.1.3 Unaudited condensed statement of cash flows
Rs 000's Unaudited
Dec 31, 2014
ASSETS
Non-current assets 2,023,301
Current assets 112,948
Total Assets 2,136,250
EQUITY AND LIABILITIES
Capital and reserves
Share capital 1,028,125
Revaluation and other reserves 464,944
Total equity 1,493,069
Liabilities
Non-current liabilities 423,991
Current liabilities 219,190
Total liabilities 643,181
Total equity and liabilities 2,136,250
Rs 000's Unaudited
Dec 31, 2014
Net cash from operating activities 33,862
Net cash used in investing activities (13,375)
Net cash generated from financing activities 9,093
Increase in cash and cash equivalents 29,580
Movement in cash and cash equivalent
At July 1, (126,626)
Increase/(decrease) 29,580
At December 31, (97,046)
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6.1.4 Unaudited condensed statement of changes in equity
6.2 Financial statements for the years ended June 30, 2014 and June 30, 2013 of TPCL and its subsidiary
The tables below sets out the audited financial statements for the year ended June 30,
2014 and the audited (restated) financial statements for the year ended June 30, 2013.
6.2.1 Statements of comprehensive income
PERTAINING TO
PREFERENCE
SHAREHOLDERS
Ordinary Fair value Preference
share and other Retained share
capital reserve earnings capital
At July 1, 2014 953,125 375,682 82,256 75,000 1,486,063
Total comprehensive income for the year - - 7,006 - 7,006
Transfer of excess depreciation on revaluation of
property, plant and equipment - (1,333) 1,333 - -
At December 31, 2014 953,125 374,349 90,595 75,000 1,493,069
Rs 000's
PERTAINING TO ORDINARY SHAREHOLDERS
Total
Audited (Restated)
June 30, 2014 June 30, 2013
Turnover 579,683 542,212
Cost of sales ( 264,423) ( 247,286)
Gross profit 315,260 294,926
Other income 7,388 1,922
Other gains 2,349 3,009
Marketing and selling expenses ( 9,257) ( 9,294)
Administrative expenses ( 198,287) ( 184,667)
Depreciation and amortisation ( 46,259) ( 44,196)
Operating profit 71,194 61,700
Interest income 10 224
Finance costs ( 41,430) ( 44,831)
Profit before taxation 29,774 17,093
Taxation ( 2,570) ( 1,136)
Profit for the year 27,204 15,957
Other comprehensive income :
Items that will not be reclassified to profit or loss:
(Losses)/gains on revaluation of buildings ( 2,138) 175,646
Remeasurement of post employment benefit obligations 969 ( 1,909)
Deferred tax on remeasurement of post employment benefit obligations ( 145) 286
Items that may be reclassified subsequently to profit or loss:
Deferred tax on revaluation of buildings during the year 320 ( 26,347)
Other comprehensive income for the year ( 994) 147,646
Total comprehensive income for the year 26,210 163,633
Basic earnings per share (Re) 0.12 0.08
Rs 000's
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6.2.2 Statements of financial position
Audited
Audited
(Restated)
June 30, 2014 June 30, 2013
ASSETS
Non-current assets
Property, plant and equipment 1,938,583 1,948,943
Intangible assets 76,905 79,960
Investment in subsidiary - -
Investment in financial assets 17,856 18,106
Non-current receivable - -
2,033,344 2,047,009
Current assets
Inventories 46,701 40,968
Trade and other receivables 55,387 53,998
Cash and cash equivalents 4,885 9,486
106,973 104,452
Total assets 2,140,317 2,151,461
EQUITY AND LIABILITIES
Capital and reserves
Share capital 1,028,125 1,028,125
Revaluation and other reserves 375,682 379,248
Retained earnings 82,256 71,830
Shareholders' interests 1,486,063 1,479,203
Non-current liabilities
Borrowings 269,549 340,333
Deferred tax liabilities 155,246 152,850
Retirement benefit obligations 10,665 10,409
435,460 503,592
Current liabilities
Trade and other payables 61,536 57,474
Borrowings 157,258 110,609
Current tax liabilities - 583
218,794 168,666
Total equity and liabilities 2,140,317 2,151,461
Rs 000's
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6.2.3 Statements of cash flows
Audited
Audited
(Restated)
June 30, 2014 June 30, 2013
Cash flow operating activities
Cash generated from operations 104,883 108,584
Interest received 10 223
Tax paid (583) (1,947)
Interest paid (31,984) (36,844)
Net cash from operating activities 72,326 70,016
Cash flow from investing activities
Purchase of property, plant and equipment (32,672) (34,701)
Payment of retention fees (2,139) -
Purchase of intangible assets (962) (1,915)
Proceeds from sale of property, plant and equipment 1,288 346
Proceeds from sale of financial assets 1,042 -
Loan granted to subsidiary - -
Loan repayment received from subsidiary - -
Net cash used in investing activities (33,443) (36,270)
Cash flow from financing activities
Finance lease principal payments (912) (910)
Proceeds from long-term borrowings 300,000 -
Repayment of long term borrowings (384,667) (33,284)
Dividend paid to preference shareholders (12,000) (6,000)
Dividend paid to ordinary shareholders (7,350) -
Net cash (used in)/from financing activities (104,929) (40,194)
Net decrease in cash and cash equivalents (66,046) (6,448)
Movement in cash and cash equivalents
At July 1, (60,580) (54,132)
Decrease in cash and cash equivalents (66,046) (6,448)
At June 30, (126,626) (60,580)
Rs 000's
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6.2.4 Statements of changes in equity
Audited statement of changes in equity as at June 30, 2014.
PERTAINING TO
PREFERENCE
SHAREHOLDERS
Ordinary Preference
share Revaluation Actuarial Retained share
capital reserve (losses)/gains earnings capital
Balance at July 1, 2013
- as previously reported 953,125 384,501 - 68,201 75,000 1,480,827
- effect of adopting IAS 19 (Revised) - - ( 1,217) 52 - ( 1,165)
- effect of changes in Employees Rights Act - - - ( 1,170) - ( 1,170)
- effect of change in accounting policy - - - 712 - 712
- transfer of depreciation on revaluation surplus on
property, plant and equipment - ( 4,035) - 4,035 - -
- as restated 953,125 380,466 ( 1,217) 71,830 75,000 1,479,204
Total comprehensive income for the year - ( 1,817) 823 27,204 - 26,210
Transfer of depreciation on revaluation surplus on
property, plant and equipment - ( 2,573) - 2,573 - -
Dividend paid - - - ( 19,351) - ( 19,351)
At June 30, 2014 953,125 376,076 ( 394) 82,256 75,000 1,486,063
Rs 000's
PERTAINING TO ORDINARY SHAREHOLDERS
Total
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Audited (restated) statement of changes in equity as at June 30, 2013.
PERTAINING TO
PREFERENCE
SHAREHOLDERS
Ordinary Preference
share Revaluation Actuarial Retained share
capital reserve (losses)/gains earnings capital
Balance at July 1, 2012
- as previously reported 953,125 235,202 - 58,656 75,000 1,321,983
- effect of adopting IAS 19 (Revised) - - 405 - - 405
- effect of changes in Employees Rights Act - - - ( 1,167) - ( 1,167)
- effect of change in accounting policy - - - 349 - 349
property, plant and equipment - ( 1,979) - 1,979 - -
- as restated 953,125 233,223 405 59,817 75,000 1,321,570
Total comprehensive income for the year - 149,299 ( 1,623) 15,957 - 163,633
Transfer of depreciation on revaluation surplus on
property, plant and equipment - ( 2,056) - 2,056 - -
Dividend paid - - - ( 6,000) - ( 6,000)
At June 30, 2013 953,125 380,466 ( 1,217) 71,830 75,000 1,479,203
PERTAINING TO ORDINARY SHAREHOLDERS
Total
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6.2.5 Borrowings
The table below shows borrowings as at June 30, 2014 and June 30, 2013.
The bank borrowings are secured by fixed and floating charges on the assets of the Group
including property, plant and equipment and inventories. The rates of interest on these
loans vary between 7.40% and 9.90%. As at June 30, 2014, following the refinancing of the
borrowings of the Group during the year, the interest rate was 7.25%.
Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor
in the event of default.
6.2.6 Dividends
The dividend paid to the ordinary shareholders amounted to Rs. 0.06 per share for the year
ended June 30, 2014 (2013:Nil).
The dividend paid to the preference shareholders amounted to Rs. 16 per share for the year
ended June 30, 2014 (2013:Rs. 8).
6.2.7 Contingent Liabilities
As at June 30, 2014, the Group has no contingent liability.
Borrowings 2014 2013
Rs Rs.
Current
Bank overdraft 131,510,589 70,066,130
Obligations under finance lease 747,724 900,079
Bank loans 25,000,000 39,642,857
157,258,313 110,609,066
Non current
Obligations under finance lease 799,418 1,559,350
Bank loans 268,750,000 338,773,943
269,549,418 340,333,293
Total Borrowings 426,807,731 450,942,359
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7 LIST OF INVESTMENT DEALERS
Name Address/E-Mail Telephone/Fax number
Associated Brokers Ltd
3rd Floor, Travel House Cnr Sir William Newton Street & Royal Street Port-Louis E-Mail:abl@intnet.mu
Tel: 212-3038 Fax :212-6690
Capital Markets Brokers Ltd
Alexander House, 35 Cybercity, Ebene. E-Mail:traders@cmb.mu
Tel:467-9655 Fax:454-0430
AXYS Stockbroking Ltd
Bowen Square, Dr Ferriere Street Port-Louis E-Mail:stockbroking@axys-group.com
Tel:213-3475 Fax:213-3478
Bramer Capital Brokers Ltd
Level 11, Bramer House 66C2, Cybercity Ebene E-Mail:securities@bramer.intnet.mu
Tel: 403-4100 Fax: 467-9730
Anglo-Mauritius Stockbrokers Ltd
3rd Floor, Swan Group Centre 10 Intendance Street Port-Louis E-Mail:gbl@intnet.mu
Tel: 208-7010 Fax: 212-9867
MCB Stockbrokers Ltd
9th Floor, MCB Centre Sir William Newton St Port Louis E-Mail:mcbsb@mcbcm.mu
Tel: 202-5245 / 202-5427 Fax: 208-9210
Ramet & Associés Ltée
1st Floor, St Louis House 17 Mgr Gonin Street Port Louis E-Mail:rametass@intnet.mu
Tel: 212-3535 / 212-2661 Fax: 208-6294
SBM Securities Ltd
Level 11, State Bank Tower 1 Queen Elizabeth II Ave Port Louis E-Mail:sbmsecurities@sbm.intnet.mu
Tel :202-1437 / 202-1438 / 202-1473 Fax: 212-1710
Prime Securities Ltd
Ground Floor, Unit 17, Air Mauritius Centre 6, President John Kennedy Street, Port-Louis E-Mail:psl@primesecuritiesltd.com
Tel: 212-3500 / 212-4040 Fax: 211-2424
IPRO Stockbroking Ltd 3rd Floor, Ebène Skies Rue de l’Institut, Ebène Email: stockbroking@ipro.mu
Tel: 403-6740 Fax: 465-1200
Citygate Securities Ltd
7A, 7th Floor, Ebene Mews, 57 Ebene Cybercity, Ebene E-mail: clientservices@citygatesecurities.com
Tel:467-0768 / 467-0769 Fax:468-1288
LCF Securities Ltd
Suite 108, 1st Floor, Moka Business Centre, Mont Ory Road Moka E-Mail:rajiv.lutchmiah@lcfsecurities.com
Tel: 406-9626 Fax: 433-5953
TROPICAL PARADISE CO. LTD (“TPCL”)
Further Admission Document in respect of the Rights Issue
31
8 APPLICATION GUIDE
THE OFFER LETTER TOGETHER WITH THE FORMS A to E WILL BE FORWARDED TO THE
SHAREHOLDERS ON MAY 08, 2015.
OPTIONS ACTIONS DEADLINE
Take up all your rights Complete Form A and return it with
full payment to the Company
Secretary at Food & Allied Group
Headquarters, Gentilly, MOKA
At latest June 05, 2015
Apply for excess shares Complete Form B and return it with
the full payment to the Company
Secretary at Food & Allied Group
Headquarters, Gentilly, MOKA
At latest June 05, 2015
Sell all or part of your
rights
Complete Form C and remit it to a
Licensed Stockbroking Company:
• If you are a CDS Account Holder
• If you do not have a CDS
Account
At latest May 28, 2015
At latest May 21, 2015
Transfer wholly or partially
your rights
Complete Form D and return it with
full payment to the Company
Secretary at Food & Allied Group
Headquarters, Gentilly, MOKA
At latest June 05, 2015
Take up part of your rights Complete Form E and return it with
full payment to the Company
Secretary at Food & Allied Group
Headquarters, Gentilly, MOKA
At latest June 05, 2015
9 AUDITORS’ REPORT
The financial information for the years ended June 30, 2013 and 2014 set out in section 6
has been extracted from the financial statements of the Company which have been
audited by BDO & Co.
BDO & CO
Chartered Accountants
Port Louis,
Mauritius.
January 27, 2015