Africa-Press – Mauritius. IN RESPECT OF THE ISSUE AND LISTING BY WAY OF AN OFFER FOR SUBSCRIPTION ON THE OFFICIAL MARKET OF THE STOCK EXCHANGE OF MAURITIUS LTD OF UP TO MUR 3 BILLION OF SECURED MULTI-CURRENCY FIXED RATE NOTES (THE “NOTES”)
SPONSORING BROKER M. C. B STOCKBROKERS LIMITED CORPORATE FINANCE ADVISER MCB FINANCIAL ADVISERS PROSPECTUS OF IBL LTD Page 1 Secured Fixed Rate Notes by IBL Ltd
An unlimited life public company limited by shares incorporated on 26 February 1970 in the Republic of Mauritius, bearing business registration number C07001778 and having its registered office at 4th Floor, IBL House, Caudan Waterfront, Port Louis, Mauritius
This prospectus (“Prospectus”) is issued pursuant to the Securities Act 2005, the rules, regulations and guidelines made thereunder and is deemed to be the listing particulars for the purposes of the Listing Rules (“SEM Listing Rules”) of The Stock Exchange of Mauritius Ltd (“SEM”) in relation to a listing by way of an offer for subscription of the Notes on the Official Market of the SEM.
This Prospectus relates to the issue of an aggregate principal amount of up to MUR 3,000,000,000 of Notes (the “Issue”), inclusive of any oversubscription (based on the FX Reference Rate (as defined below), where Notes in the EUR Tranches (as defined below) are issued) (the “Maximum Aggregate Principal Amount”).
The Issuer shall: The date of this Prospectus is 28 November 2022 and amended on 10 February 2023 LEC Reference: LEC/OS/01/2022 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Prospectus provides information to the general public pertaining to the subscription of the Notes to be issued by IBL Ltd (“IBL” or the “Issuer”) and includes information given in compliance with Chapter 9 Part B of the SEM Listing Rules with regard to the issue and listing of (i) a minimum of 1,500,000 MUR denominated Notes at the relevant Issue Price per Note for an aggregate principal amount of MUR 1,500,000,000, and (ii) such number of EUR and/or MUR denominated Notes, as may be determined at the sole discretion of the Issuer, provided that the Maximum Aggregate Principal Amount is not exceeded.
The Notes shall be admitted on the Official Market of the SEM by way of an offer for subscription. An application was made to the SEM for the listing and permission to deal in the Notes and this Prospectus has been approved by the Listing Executive Committee of the SEM (“LEC”) on 23 November 2022.
The changes to the Prospectus was approved by the Listing Division of the SEM on 10 February 2023. A listing has not been sought for these Notes on any other stock exchange.
On the first day of listing and trading of the Notes on the Official Market of the SEM, the Issuer undertakes to make available 1,000 Notes at an indicative price of MUR 1,000 per Note in the relevant MUR Tranches (as defined below) and, in the event that the EUR denominated Notes are raised, 25 Notes at an indicative price of EUR 1,000 per Note (as may be adjusted in accordance with the Tick Size) in the relevant EUR Tranches (as defined below).
This Prospectus has been registered with the Financial Services Commission (“FSC”) pursuant to the Securities Act 2005 and the rules and regulations made thereunder.
For a full appreciation of this Prospectus, it should be read in its entirety. If you have any doubt as to the action you should take, please consult your banker, stockbroker, legal advisor, accountant or other professional advisor immediately.
The attention of readers is drawn to Section A below, which contains a summary definition of all key terms used in this Prospectus. This document is not to be redistributed, reproduced, or used, in whole or in part, for any other purpose.
SELLING RESTRICTIONS The circulation and distribution of this Prospectus in certain jurisdictions may be restricted by law. Persons who may come into possession of this Prospectus are required to inform themselves of, and to observe, any such restrictions.
This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction in which it is unlawful to make such an offer or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
The Notes and this Prospectus have not been registered under the United States Securities Act of 1933, as amended, or the United States Investment Company Act of 1940, as amended and may not be offered, sold or delivered in the United States of America, or to or for the account of a U.
S. Person. Any investor should consult his own legal, tax and other advisers to determine whether an investment in the Notes could result in adverse consequences to the investor or its/his related persons and affiliates.
All U. S. Persons may have United States tax consequences arising from investing in the Notes. PROSPECTUS OF IBL LTD Page 2 DISCLAIMER Neither the LEC, the SEM nor the FSC assumes any responsibility for the contents of this document. The FSC shall not be liable to any action in damages suffered as a result of the registration of this Prospectus.
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 this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof.
This Prospectus and such other information provided in connection with this Prospectus are not intended to provide a basis for any credit or other evaluation.
Prospective Investors should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition.
The Corporate Finance Adviser and the other professional advisers have not separately verified the information contained herein provided to them by the Issuer.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by them as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer.
The Corporate Finance Adviser and the other professional advisers do not accept any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the Issue.
Any information on taxation contained in this Prospectus is a summary of certain tax considerations but is not intended to be a complete discussion of all tax considerations.
The contents of this Prospectus are not to be construed as investment, legal or tax advice. Prospective Investors should consult their own lawyer, accountant, or investment advisor as to legal, tax and related matters concerning their investment.
Furthermore, nothing in this Prospectus shall be construed as a recommendation by the Issuer and/or the Corporate Finance Adviser that any recipient thereof should purchase the Notes. Unless otherwise specified herein, the statements and information contained in this Prospectus have been compiled as of 30 September 2022.
Neither the delivery of this Prospectus nor any allotment or issue of any Notes shall under any circumstances create an implication or constitute a representation that the information given in this Prospectus is correct as at any time subsequent to the date thereof. DIRECTORS CONFIRMATION
The directors, whose names appear on pages 15 to 20, collectively and individually confirm that the accounts (financial statements) of the Issuer for the financial years ended 30th June 2020, 30th June 2021 and 30th June 2022 have been prepared in accordance with the Securities Act 2005 and with relevant accounting standards (as described under the ‘Basis of Preparation’ section of the Issuer’s audited financial statements), and accept full responsibility for them.
The directors confirm that they have received the consent of its auditor for the inclusion of its independent audit report dated 3 November 2022 in the Prospectus and that the auditor accepts responsibility for them, and that the auditor has not become aware, since the date of the report, of any matter affecting the validity of that report at that date.
The directors also confirm that the consent letter of its auditor has been filed with the FSC and that the auditor has not withdrawn its consent as at the date the Prospectus was lodged with the FSC for an acknowledgement of filing.
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