Upload
others
View
7
Download
0
Embed Size (px)
Citation preview
(Incorporated in the Republic of Seychelles)
(Registration number 841059-1)
This document is important to investors. If you are in any doubt about the contents of this document you should consult a lawyer or a person licensed under the Securities Act who is able to give expert advice on the acquisition of these shares. Shareholders are advised that trading in BODCO Limited Ordinary Shares will only take place dematerialized form. The terms definitions on pages 8 and 9 of this Pre-listing Statement apply throughout the document. BODCO LIMITED (Incorporated in the Republic of Seychelles) (Registration number 841059-1) Share Code: “BOD” ISIN:SC7935AGEJ10 (“BODCO” or “the Company”)
PRE-LISTING STATEMENT
Prepared by Constant Capital (Seychelles) Limited, and issued in terms of the Listings Requirements of Trop-X relating to the listing of all the issued Ordinary Shares of BODCO on Trop-X. Publication of Pre-Listing Statement: 9 April 2014 Anticipated date of listing on Trop-X (10:00) 10 April 2014
2
This Pre-listing Statement is not an invitation to the general public to subscribe for shares in BODCO, but is issued in compliance with the Listings Requirements of Trop-X to provide information to the public with regard to the Company. Trop-X has granted a listing for 908049 Ordinary Shares at a par value of SCR100 each in the issued share capital of the Company on the Small and Medium Enterprises (SME) Board of Trop-X under the abbreviated name “BODCO” share code “BOD” and ISIN SC7935AGEJ10. The listing will commence at 10:00am on Thursday, 10 April 2014. The authorized share capital of the Company is 1,000,000 ordinary shares at a par value of SCR100 each, of which 908,049 have been issued and will be listed. All the issued ordinary shares in the capital of the Company are at a par value of SCR100 and rank pari passu with each other. The issued ordinary shares of BODCO will only trade on Trop-X as dematerialized shares and all certified shareholders will accordingly be required to dematerialize their certificated shares if they wish to trade such shares on Trop-X. The auditors, legal advisor, company secretary and sponsor advisor to the Company have all given and have not, prior to the issue of this pre-listing statement, withdrawn their written consents to the inclusion of their names and, where applicable, their reports in the form and context in which they appear in this document. The directors of BODCO whose names are given in paragraph 4 of this document collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are not facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the document contains all information required by law and by the Listing Requirements to Trop-X. Copies of this document are available in English from the offices of BODCO (www.bodco.sc) at BODCO Building, Veloutier Road, Harbour Trading Estate, Victoria, Mahe, Seychelles, at Trop-X (www.trop-x.com) F28/F29 First Floor, Eden Plaza, Eden Island, Mahe, and the sponsor advisors (www.constant.sc) of BODCO at F28/F29 First Floor, Eden Plaza, Eden Island, Mahe, Seychelles as well as on their websites.
Sponsor Advisor Constant Capital (Seychelles) Limited
Date of Issue: 9 April 2014
3
CORPORATE INFORMATION AND ADVISORS
Directors Company Secretary
J.H. Atkinson (Chairman) Corporate Registrars (Pty) Limited
B.J. Soundy (Chief Executive Officer) (P.O. Box 18, Victoria)
B.Z. Atkinson Quincy Street
V.P Soundy Mahé, Victoria
Seychelles
Registered Office Sponsor Advisor
Bodco Building Complex Constant Capital (Seychelles) Limited
Veloutier Road (Registration number: 84103 06-1)
Harbour Trading Estate F28/29, First Floor, Eden Plaza
Victoria, Mahé Eden Island, Mahé
Seychelles Seychelles
(P.O. Box 270, Victoria)
Independent Auditors to BODCO Legal Advisor
BDO Associates Mrs. Priscille Chetty-Stravens, LLB
Chartered Certified Accountants Barrister, Attorney-at-Law & Notary Public
The Creole Spirit Building MS Complex, Room 4, Second Floor
Quincy Street Revolution Avenue
Victoria, Mahé Victoria, Mahé
Seychelles Seychelles
(P.O. Box 18, Victoria) (P.O. Box 930, Victoria)
Accounting Advisor Commercial Bankers
Mr. Wilfred Jackson, CCA Barclays Bank (Seychelles) Limited
P.O. Box 455 Independence Avenue
Victoria, Mahé Victoria, Mahé
Seychelles Seychelles
(P.O. Box 167, Victoria)
4
Contents CORPORATE INFORMATION AND ADVISORS ......................................................................................... 3
SALIENT FEATURES ................................................................................................................................ 5
OVERVIEW ............................................................................................................................................... 5
FINANCIAL INFORMATION ..................................................................................................................... 6
IMPORTANT DATES AND TIMES ............................................................................................................. 7
DEFINITIONS ........................................................................................................................................... 8
1. INCORPORATION, NATURE OF BUSINESS AND PROSPECTS ............................................................... 10
2. SHARE CAPITAL ................................................................................................................................ 13
3. CONTROLLING AND MAJOR SHAREHOLDERS ................................................................................... 14
4. DIRECTORS AND MANAGEMENT ...................................................................................................... 15
6. PURPOSE OF THE LISTING ................................................................................................................ 23
7. HISTORICAL FINANCIAL INFORMATION ............................................................................................ 24
8. BORROWINGS AND OTHER INDEBTEDNESS ...................................................................................... 24
9. LOANS RECEIVABLE .......................................................................................................................... 25
10. DIVIDENDS ................................................................................................................................... 25
11. MATERIAL CONTRACTS ................................................................................................................ 26
12. IMMOVABLE PROPERTY OWNED.................................................................................................. 26
13. WORKING CAPITAL STATEMENT ................................................................................................... 27
14. COSTS .......................................................................................................................................... 27
15. LITIGATION STATEMENT .............................................................................................................. 27
16. LEGISLATIVE CONSIDERATIONS .................................................................................................... 28
17. RESPONSIBILITY STATEMENT ....................................................................................................... 28
18. EXPERTS’ CONSENTS .................................................................................................................... 28
19. DOCUMENTS AVAILABLE FOR INSPECTION ................................................................................... 29
ANNEXURE 1: EXTRACTS FROM THE AUDITED 2013 FINANCIAL STATEMENTS OF BODCO ................... 30
ANNEXURE 2: HISTORICAL INCOME STATEMENTS RELATING TO BODCO ............................................. 36
ANNEXURE 3: HISTORICAL BALANCE SHEETS RELATING TO BODCO ..................................................... 37
ANNEXURE 4: HISTORICAL CASH FLOW STATEMENT RELATING TO BODCO ......................................... 38
5
SALIENT FEATURES
INTRODUCTION
These salient features contain a summary of the company and listing detailed in this pre-listing
statement, which should be read in its entirety for a proper appreciation thereof.
OVERVIEW
The Company was first established in 1966 and originally registered under the name of Bel Ombre
Development Company (Pty) Limited. It shed its proprietary status on 14th May 1976 when the
foreign corporate body, ADONIS s.a., acquired the majority of its shares. At that time the name of
the Company was changed to BODCO LIMITED. It was registered as Company Number 841059-1
under the Companies Act 1972 on the 28th December 1972. The Principals of ADONIS s.a. (a
Company registered in Panama, Reg. No.242273 dated 25th September 1970) are JOHN H.
ATKINSON, BEULAH Z. ATKINSON and SYDNEY MORRIS, of whom Mr. J.H. ATKINSON, a British
Citizen, is the majority shareholder and Group Chairman.
The Company presently operates under several categories of business licenses. The Principal activity
of the Company is the business of Builders Merchants. The Articles of Association state, in part, that
the Company are dealers in all kinds of timber and wood, including veneers, cellular boards and
plywood; builders merchants; importers and exporters; manufacturers; merchants and dealers;
manufacturers representatives, wholesalers and retailers of all kinds of materials and products
related to and used in furniture manufacturing; polyurethane, PVC and polyethylene manufacturing
in the joinery and the building industry generally. Its annual turnover in 2013 was in excess of SCR
47 million, (approximately US$4 million).
The property of the Company is uniquely situated within the Harbour Trading Estate, very close to
the Commercial Port entrance gates. Because of its location the Company enjoys a high level of
security. The headquarters of the Seychelles Fire Authority is less than 100 metres away and the
Port Police 75 metres away.
The property comprises three land registration titles: V1004, V2102 and V6877 totaling an area of
6,999 square metres (1.7296 acres). The land is secured by a long-term State Lease which expires
on 31st December 2072 with an option to renew for a further 99 years thereafter.
6
Being situated at the Harbour Trading Estate obviates the high transport charges on imports moving
from the Commercial Port to the BODCO warehouses. The Company undertakes all its own clearing
and forwarding operations.
The Company turnover growth has increased from SCR25 million in 2009 to SCR47 million in 2013.
FINANCIAL INFORMATION
Annexure 1 contains the audited financial statements for the Company for the year ended December
31, 2013. Annexures 2, 3 and 4 contain the historical financial information relating to BODCO
Limited for the years ended December 31, 2012, 2011 and 2010.
Effective for the financial year 2013, the Directors decided to adopt International Financial Reporting
Standards (IFRS) as the basis of preparation of the Company’s financial statements in anticipation of
the listing on Trop-X.
(Comparative figures for 2012 have been amended to conform to the 2013 presentation.)
Salient features extracted from the historical financial information are set out below:
12 months ended 31 December
2013
12 months ended 31 December
2012
Earnings per share
SCR 2.45
SCR 7.56
Dividend per share
NIL
SCR1.50
Profit after tax
SCR 2,224,247.00
SCR 6,861,433.00
Retained Earnings Carried
Forward
SCR11,236,197.00
SCR 9,011,950.00
Total Net Assets
SCR105,193,122.00
SCR106,156,405.00
Purpose of the Listing The purpose of the listing is to:
create a transparent market with liquidity which will ensure an accurate valuation of the
Company on an ongoing basis;
enhance the market value of the Company;
7
enhance investor and general public awareness of the Company and its business;
enjoy the flexibility of listed shares in order to take advantage of potential acquisitions; and
broaden the shareholder base of the Company by affording members of the investing public,
clients and business associates of the Company the opportunity of investing in its future
capital growth.
The Executive Committee of Trop-X has formally approved the listing of 908,049 ordinary shares at a
par value of SCR100 each in the share capital of BODCO with effect from 10 April 2014. The shares
will trade on the Small and Medium Enterprises (SME) Board of Trop-X under the abbreviated name
“BODCO” with the share code “BOD” and ISIN: SC7935AGEJ10.
The two controlling shareholders of BODCO, (Adonis s.a. and BJW Soundy), have given the Sponsor
Advisor an irrevocable mandate to sell up to 136,300 (15%) of their collective ordinary shares in
BODCO within twenty four months of the listing in order to comply with the public share holder
requirement of the Small and Medium Enterprises Board of Trop-X and this to a minimum of 20
shareholders.
The Ordinary Shares to be listed will rank pari passu in all respects with the existing issued Ordinary
Shares in the capital of the Company.
IMPORTANT DATES AND TIMES
Pre-listing Statement published on: Wednesday, 9 April 2014 Listing (anticipated) of BODCO on Trop-X at (10 am) on: Thursday, 10 April 2014 Notes:
1. The dates and times set out above are subject to change. Any such change will be published
in a national newspaper of wide circulation and on the websites of BODCO, Trop-X and the
Sponsor Advisor, Constant Capital.
2. The issued ordinary shares of BODCO will only trade on Trop-X as dematerialized shares.
All shareholders holding certificated shares will accordingly be required to dematerialize
their certified shares if they wish to trade such shares on Trop-X.
3. The shares will trade in Seychelles Rupees, (SCR).
8
DEFINITIONS
In this Pre-Listing Statement and the annexures thereto, unless otherwise stated or the context
indicates a contrary intention, the following expressions shall have the meanings set out opposite
them. Cognate expressions bear corresponding meanings, words denoting one gender shall import
and include the others, natural persons shall import and include juristic persons and vice versa and
the singular shall import and include the plural and vice versa, as follows:
“Act” means the Seychelles Companies Act, 1972 (as amended);
“Articles” means the articles of association of the Company;
“AfriDep” is the licensed securities facility, regulated by the FSA, to provide
securities facility services under the Securities Act;
“Board” means the board of directors of BODCO Limited holding that office
from time to time;
“BODCO” means BODCO Limited, registration number 841059-1;
“Company” means BODCO Limited;
“Dematerialized Shares” means issued ordinary shares which have been incorporated into
AfriDep and which are no longer evidenced by physical documents
of title but the evidence of ownership of which is determined
electronically and recorded;
“Executive Committee” means the Executive Committee of BODCO Limited holding that
office from time to time;
“FSA” the Financial Services Authority of Seychelles;
“IFRS” means International Financial Reporting Standards;
“Listing” means the admission of the issued shares of the Company to the list
of securities of Trop-X;
9
“Listing Date” means the date that BODCO Limited is admitted to the list of
securities of Trop-X;
“Listing Requirements” means the Listings Requirements of Trop-X as amended from time
to time by Trop-X;
“Ordinary Shares” means the ordinary shares at a par value of SR100 in the share
capital of the Company;
“Pre-Listing Statement” means this document dated 9 April 2014 including the annexures;
“Registrar” means the Registrar of Companies;
“Seychelles” means the Republic of Seychelles;
“Shareholders” mean the holders of the Ordinary Shares at a par value of SR100 in
the issued share capital of the Company;
“SCR” means the Seychelles Rupee, being the official currency of the
Republic of Seychelles;
“Trop-X” means Trop-X (Seychelles) limited a company incorporated under
the company law of Seychelles, (registration number 879858-1) and
licensed to operate as a Securities Exchange in terms of the
Securities Act, 2007;
“USD” means the United States Dollar, the official currency of the United
States of America.
10
(Incorporated in the Republic of Seychelles)
(Registration number 841059-1)
Share code “BOD” ISIN: SC7935AGEJ10
PRE-LISTING STATEMENT
1. INCORPORATION, NATURE OF BUSINESS AND PROSPECTS
The Company was first established in 1966 and originally registered under the name of Bel Ombre
Development Company (Pty) Limited. It shed its proprietary status on 14th May 1976 when the
foreign corporate body, ADONIS s.a., acquired the majority of its shares. At that time the name of the
Company was changed to BODCO LIMITED. It was registered as Company Number 841059-1 under
the Companies Act 1972 on the 28th December 1972.
The Company is partially foreign owned by ADONIS s.a. of Panama, (Mr. Atkinson) being the
principal shareholder and by Seychellois citizen BASIL SOUNDY of Turtle Bay Estate, Au Cap, Mahe
being the other major shareholder. Issued and fully paid Ordinary Shares total 908,049 shares at a
par value of SCR 100 each.
The Company presently operates under several categories of business licenses. The Principal activity
of the Company is the business of Builders Merchants. The Articles of Association state in part that
the Company are dealers in all kinds of timber and wood, including veneers, cellular boards and
plywood; builders merchants; importers and exporters; manufacturers; merchants and dealers;
manufacturers representatives, wholesalers and retailers of all kinds of materials and products
related to and used in furniture manufacturing; polyurethane, PVC and polyethylene manufacturing;
the joinery and the building industry generally.
The property of the Company is uniquely situated within the Harbour Trading Estate, very close to
the Commercial Port entrance gates. Because of its location the Company enjoys a high level of
security. The headquarters of the Seychelles Fire Authority is less than 100 metres away and the
Port Police 75 metres away.
11
The property comprises three land registration titles: V1004, V2102 and V6877 totaling an area of
6,999 square metres (1.7296 acres). The land is secured by a long-term State lease which expires on
31st December 2072 with an option to renew for a further 99 years thereafter.
Being situated at the Harbour Trading Estate obviates the high transport charges on imports moving
from the Commercial Port to the BODCO warehouses. The Company undertakes all its own clearing
and forwarding.
The property is secured by a high-level security fence which is topped with razor-wire. An electronic
alarm system is a further security aid and operates whenever the Company is closed. Night patrols
by the Seychelles Police are also active in the area and in addition, the Company has engaged
PILGRIMS SECURITY SERVICES. There is also an extensive CCTV system installed throughout the
property and buildings.
The completed infrastructure development of the whole property was finalized in late 1994. A
current professional evaluation gives a replacement cost at today’s construction rates in excess of
SCR93 million. The Company carries a general stockholding of construction materials valued at
approximately SCR26 million at Cost, Insurance and Freight, (CIF), cost.
BODCO Limited The main function of BODCO Limited is that of a Builders Centre. In addition to being, within its
sphere of business operations, the Seychelles finest Builders Centre, the Company is modern and
competitive. The staff combine the best quality service with efficiency and provide technical support
to Building Contractors and to Civil Construction companies as well as to architects, engineers and
the general public.
The Company represents and holds numerous International Agencies. These agencies have a high
value in as much as their existence promotes profits and credibility for the Company, as well as its’
good name and standing, (see the Company website: www.bodco.sc for more information).
The Management
The present Directors of the Company as at 31st December 2013, all of whom have been Directors for
many years and who were re-elected at the last Annual General Meeting are:-
Mr. J. H. Atkinson - Chairman of the Board (British)
Mr. B. J. W. Soundy - Managing Director/CEO (Seychellois)
Mrs. B.Z. Atkinson - Non-Executive Director (British)
Mrs. V. P. Soundy - Administration Director (Seychelloise)
12
The Managing Director, Mr. Basil Soundy, has been associated with the Company since its inception
in 1966. He is also a substantial shareholder. Mr. Soundy who was born in England in 1942 is a
Seychelles citizen. He is also the Honorary Consul in Seychelles for the Kingdom of Denmark. He is a
well respected member of the business community and is currently an Executive Council member of
the Seychelles Chamber of Commerce & Industry. He represents the Chamber of Commerce on
matters concerning WTO, COMESA and SADC and other international organizations.
Recent Performance of the Company Bodco’s income streams are diversified and have been growing consistently since the national
economic reforms of 2008, although 2013 saw a slower growth rate than in previous years. 2012
was the Company’s best year to date.
2013 was a disappointing year for the Company. Revenue was down about 6% from SCR447.6
million to SCR44.8 million, cost of sales was up about 3.5% and administrative expenses rose 24%,
resulting in a decline of after tax profits of approximately 68%.
In 2014 the Company expects to achieve the same revenue as 2013 but hopes to bring down cost of
sales, (the 2013 cost of sales was aggravated by two big discounted sales in June and November of
that year to reduce slow moving stock of which 65% was so moved). The Company will also strive to
curtail administrative expenses although the cost of listing on Trop-X will incur additional costs in
2014.
BODCO LTD and its associates are innovative organizations, serving both the construction industry
as well as the homeowner. Since its original inception forty-seven years ago, BODCO LTD has
established itself as a leader in business and development. Its pro-active policies together with its
concern for the needs of the construction sector have earned the Company many loyal customers
and friends within the community.
Today the Groups’ objective is to continue to be innovative, committed and competitive and to offer a
professional, friendly and personal service to the people of Seychelles, and to do this with the
determination necessary to maintain its position as a leading business organization capable of
serving the country into the future.
BODCO LTD is able to achieve new goals in the years ahead as the organization faces the future with
the confidence that will promote the interests of its customers, suppliers, employees as well as its
shareholders. This clear strategy, as well as the people and determination to succeed, will help it to
reap the rewards of hard work and vision.
13
The Company is actively seeking a strategic international partner in the same field of business and is
currently in discussion with potential partners.
Risk factors and Trends The major business risks faced by BODCO are:
Increased competition, primarily from any new entrant into the market;
The increased pricing from suppliers;
Increasing transportation costs; and
Succession planning in respect of the Chief Executive Officer.
Investment into companies listed on the Small & Medium Enterprise Board may involve some degree
of risk and investors should be aware of their risk tolerance and/or consult a professional advisor
before making an investment.
Going forward the Company sees an active pipeline of projects in the building industry in the
Country and the value of building plans already approved by the authorities is in excess of SCR 2.8
billion.
2. SHARE CAPITAL
2.1 Authorized and issued share capital.
The share capital of BODCO is as follows:
Authorized 1,000,000 ordinary shares at a par value of SCR 100 each Issued 908,049 ordinary shares at a par value of SCR100 each Share Capital All the Ordinary Shares in the authorized and issued share capital of the Company are of the
same class and rank pari passu in every respect and the rights attaching thereto may only be
varied with the approval of shareholders in general meeting.
In the event of the winding-up of the Company, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the Act, divide amongst
the shareholders in specie or kind the whole or any part of the assets of the company (whether
they shall consist of assets of the same kind or not) and may, for such purpose set such value as
14
he deems fair upon any asset to be divided, and may determine how such division shall be
carried out as between the shareholders or different classes of shareholders. The liquidator
may vest the whole or any part of such assets in nominees or agents on behalf, or for the
benefit, of the shareholders as the liquidator thinks fit but so that no shareholder shall be
compelled to accept any shares or other securities whereon there is any liability or amount
unpaid.
The Articles stipulate that, subject to any special terms as to voting attaching to any share
which may be issued and subject to the Act, on a show of hands every shareholder present by
proxy shall have one vote and on a poll he shall have the number of votes to which he is
entitled by section 118 of the Act.
The Articles further provide that the Company in a general meeting or the directors may from
time to time declare a dividend to be paid to the members in proportion to the number of
Shares held by them in each class. Dividends shall be declared payable to members recorded
in the register on a date subsequent to the date of the declaration of the dividend or date of
confirmation of the dividend, whichever is the later. Dividends shall be payable only out of the
profits (whether current or past) of the Company and no dividend shall carry interest as
against the Company.
2.2 Alteration of ordinary share capital
At 31st December 2012 the authorized ordinary share capital of BODCO consisted of 1,000,000
ordinary shares at a par value of SCR100 each and its issued ordinary share capital consisted
of 908,049 ordinary shares at a par value of SCR100 each.
At a shareholder meeting on 26 December 2012 it was resolved to increase the issued share
capital of the Company by 907,947 shares at a par value of SCR100 each. The following were
capitalized; retained earnings SCR33,056,059, other reserves SCR47,879,241 and borrowings
SCR9,859,400.
3. CONTROLLING AND MAJOR SHAREHOLDERS
At the date of this Pre-Listing Statement, and based on an issued share capital of 908,049
Ordinary Shares, the beneficial interests of Shareholders holding 5% of or more the issued
share capital of BODCO were (as far as the directors were aware) as follows:
15
Names Number of
Ordinary Shares held
Percentage of issued capital
of the Company
ADONIS s.a.
581,049 64%
Basil J.W. SOUNDY
327,000 36%
TOTAL 908,049 100%
Note:
1. The Principals of ADONIS s.a. (a Company registered in Panama, registration number
242273 dated 25th September 1970) are John H. Atkinson, Beulah Z. Atkinson and Sydney
Morris, of whom J.H. Atkinson, a British citizen, is the majority shareholder and Group
Chairman.
4. DIRECTORS AND MANAGEMENT
4.1 The names, nationalities, addresses and occupation of the directors of BODCO are as follows:
Name and Nationality Addresses Occupations
John H. ATKINSON (British)
Case Postale 664 CH-1001 Lausanne Switzerland
Chairman of BODCO
Beulah Z. ATKINSON (British)
Case Postale 664 CH-1001 Lausanne Switzerland
Non-Executive Director of BODCO
Basil J.W. SOUNDY (Seychellois)
Turtle Bay Au Cap Mahe, Seychelles
Managing Director of BODCO
Vivienne P. SOUNDY (Seychelloise)
Turtle Bay Au Cap Mahe, Seychelles
Administration Director of BODCO
16
4.2 Interests of directors 4.2.1 At the date of this Pre-Listing Statement, the beneficial interests of the directors of the
Company in the Ordinary Shares are set out below:
Director Number of Ordinary shares
John H. ATKINSON (Adonis s.a.)
581,049
Basil J.W. SOUNDY 327,000
TOTAL 908,549
4.2.2 None of the directors of BODCO held any non-beneficial interest in the Company’s issued
share capital;
4.2.3 The directors of the Company had no direct or indirect beneficial interests in transactions
entered into by it during the current or immediately preceding financial year or during an
earlier financial year and which remain in any respect outstanding or unperformed;
4.2.4 The executive directors of the Company have service contracts with the Company, none of
which have a notice period of more than one year;
4.2.5 The non-executive directors do not have contracts with the Company;
4.2.6 At the date of this prelisting statement, there were family relations between directors and
people who perform important administrative, management or supervisory functions. Basil
Soundy is married to Vivienne Soundy and their son is Dean Soundy. John Atkinson is
married to Beulah Atkinson.
17
4.2.7 Remuneration of directors The remuneration of the directors for the year ending 31 December 2013 was as follows:
Fees for services (SCR)
Salary & Bonuses (SCR)
Total (SCR)
Executive Basil J.W. Soundy Vivienne P. Soundy Non-executive John H. Atkinson Beulah Z. Atkinson
1,833,046 - - -
- 502,836
- -
1,833,046 502,836 - -
TOTAL
1,833,046
502,836
2,335,882
4.3 Appointment, qualification and remuneration of directors The Articles provide that: 4.3.1 The company may from time to time by ordinary resolution increase or reduce the number
of directors, and may also determine in what rotation the increased or reduced number is to
go out of office;
4.3.2 The directors shall have power at any time and from time to time to appoint any persons as
a director, either to fill a casual vacancy, or as an additional director, but the total number of
directors shall not at any time exceed the maximum number thereof. Any director so
appointed shall hold office only until the next following annual general meeting, and shall
then be eligible for re-election, but shall not be taken into account in determining the
directors who are to retire by rotation at such meeting.
4.3.3 The shareholding qualification for directors may be fixed by the company in general
meeting, and unless and until so fixed no such qualification shall be required;
4.3.4 The directors shall be entitled to such remuneration as the company in general meeting
may from time to time determine;
4.3.5 The directors may be paid all of their travelling, hotel and other expenses properly incurred
by them attending and returning from meetings of the directors or any committee of the
18
directors or general meeting of the company or in connection with the business of the
company.
4.3.6 A director who is in any way, whether directly or indirectly, interest in a contract or
proposed contract with the company shall declare the nature of his interest in accordance
with the Act;
4.3.7 No director shall vote as a director in respect of any contract or arrangement in which he is
interested, and if he does so vote, his vote shall not be counted, nor shall he be counted in
the quorum present at the meeting; and
4.3.8 One-fifth of the directors shall be required to retire by rotation from office at the annual
general meeting of the company in each year.
4.4 Management The names, qualifications or experience of the Management of BODCO are as follows:
HARRY ATKINSON Chairman of BODCO.
Mr. Harry Atkinson during his many years as Chairman of the company, both office
based and extensively travelling overseas, has a wealth of experience. His
knowledge of the uses of materials relative to the construction industry is extensive
and he has excellent knowledge of the requirements of markets worldwide.
Mr. Atkinson is the current chairman of the Board of Directors of BODCO and
ADONIS s.a.
BASIL SOUNDY Chief Executive Officer.
Mr. Basil Soundy has a lifetime of experience in the construction industry and
building supplies, and for the last 47 years has worked in Seychelles in the import
field. He had been associated with the Company since its inception in 1966 and has
been the driving force that has enabled BODCO to be what it is today. He is also a
substantial shareholder of the Company. He is well respected in his field and is an
active member of the Seychelles Chamber of Commerce & Industry, serving twice as
Chairman and for many years as Councilor on the Management Committee of the
SCCI. He is the Honorary Consul in Seychelles for the Kingdom of Denmark.
19
VIVIENNE SOUNDY Administration Director.
With many years of experience in all aspects of banking, at Barclays Bank, and of the
import trade as well as the administration of BODCO Limited, Mrs. Vivienne
Soundy’s area of expertise is now centered on administration, trade finance and
logistics. She ensures that the company operates in an efficient and smooth manner.
Mrs. Soundy is the Honorary Consul in Seychelles for the Kingdom of Sweden.
DEAN SOUNDY Operations Manager.
Mr. Dean Soundy joined BODCO from the UK where he was completing his academic
studies and gained experience in the retail trade. Previously he was at the
University Of Cape Town (UCT) and at Wits University in Johannesburg, South
Africa. He is responsible for logistical support, especially in procurement and
company operations.
JOSETTE LABOUDALLON Administration & Accounts Manager.
Ms. Josette Laboudallon has been with BODCO for 18 years now and has experience
in all the areas within the company. She is also the expert/trainer for the Point of
Sale (POS Square) Software and attended the training courses in Singapore. She is
also the Finance Manager.
PETER JOUBERT Purchasing Manager.
Mr. Peter Joubert has been with BODCO for many years and is responsible for
liaising with suppliers and manufacturers, as well as with shipping companies and
freight forwarders to ensure that all orders are shipped and supplied in accordance
with order specification.
ALAIN JEAN Stock Control Manager.
Mr. Alain Jean works with the Purchasing Manager, and liaises with the Accounts
Department to supervise the POS systems. He has been with BODCO for many years.
20
ALEX CHARLETTE Warehouse Manager.
Mr. Alex Charlette has many years of practical experience as a warehouse and stores
supervisor with BODCO and other companies. He is responsible for all stock control
and the management of the BODCO warehouses.
4.5 General
The directors of BODCO have all completed and signed the Directors Declaration required
in terms of Schedule 13 of the Listings Requirements and have confirmed that they have not
been:
disqualified by any court from acting as a director of a company or from acting in
the management or conduct of the affairs of any company or been the subject of
any public criticisms by statutory or regulatory authorities (including recognized
professional bodies);
convicted of any offence involving dishonesty, fraud or embezzlement or
convicted in any jurisdiction of any criminal offence (without the option of paying
a fine) or any offence under legislation relating to the Act;
adjudged bankrupt or declared insolvent or entered into any individual
voluntary compromise arrangements or creditor’s liquidation or been
sequestrated in jurisdiction or been a director of any company or a partner or
any partnership at the time or within the twelve months preceding any of the
following events taking place; receivership, compulsory liquidation, creditors
voluntary liquidation, administration, company voluntary arrangements or any
composition or arrangement with creditors generally or any class of creditors;
and/or
barred from entry into any profession or occupation.
In addition, the directors have:
undertaken to comply with the Listings Requirements and to discharge their
duties in ensuring such compliance whilst directors; and
acknowledged that certain of the Listings Requirements affect them directly in
their personal capacities as well as in their capacities as directors and have
21
undertaken to be bound by and to comply with all such requirements whilst they
are directors.
Details of the companies and partnerships (other than the subsidiaries of BODCO) of which
the executive directors have been directors or partners with the period of 5 years preceding
the date of this document and are still directors or partners of are set out below:
Mr. John. H. Atkinson Adonis s.a., Panama
A.P.D. (E.A.) Limited, Kenya
Baridine limited, Kenya
Aquifer Limited, Kenya
Cove Holdings Limited, Kenya
Satao Safari Camp Limited, Kenya
Shimba Hills Safari Lodge Ltd., Kenya
Southern Cross Safaris (Mba) Ltd., Kenya
Sydney Marine Sand (Pty) Ltd., Australia
Mrs. Beulah. Z. Atkinson Adonis s.a., Panama
A.P.D. (E.A.) Limited, Kenya
Shimba Hills Safari Lodge Ltd., Kenya
Mr. Basil J.W. Soundy BS Associates
And Villa Caballero Luxury Chalets
Mrs. Vivienne P. Soundy Hygrosey Limited
Crown Equity (Proprietary) Limited
Royal Equity (Proprietary) Limited
Concord Equity (Proprietary) Limited
Crescent Equity (Proprietary) Limited
Diamond Equity (Proprietary) Limited
Emerald Equity (Proprietary) Limited Ruby Equity (Proprietary) Limited Saphire Equity (Proprietary) Limited Sovereign Equity (Proprietary) Limited Jaba (Proprietary) Limited
22
5. CORPORATE GOVERNANCE
Bodco is fully committed to effective corporate governance and is committed to continued
implementation of any recommendation where appropriate, and to the Listings
Requirements:
It endeavours to conduct its business in accordance with the principles of
accountability, transparency and integrity.
These principles and standards are to ensure that shareholders and other
stakeholders can obtain assurance that ethical management and prudent risk
approaches are followed.
To ensure that such principles and standards are maintained the necessary
structures have been set in place by the Board, which retains full effective control
over BODCO and its subsidiaries and monitors the executive management.
Ongoing attention is being given to matters of corporate governance and the Board is of the
opinion that the company is materially compliant with the Listings Requirements of Trop-X.
5.1 Board of Directors
BODCO is managed by a Board of Directors comprising seasoned professionals with
substantial experience. They are the major decision makers and the body to which the
Executive Management reports. The Executive Management comprises senior management
members from the company and its subsidiaries and they are responsible for BODCO daily
operations.
Non-executive directors are chosen with regard to their experience in fields of business
ancillary to that of the Company or in general business and are required to provide a
worthwhile contribution to the Company. In addition to the scheduled board and
committee meetings, there is also ongoing informal communication between the executive
and non-executive directors.
The appointment of executive and non-executive directors is subject to approval by the
Chairman and the Board of Directors and subsequently to shareholders’ confirmation at the
annual general meeting. Rotation of the Board occurs based on a fifth of the directorate
23
being subject to re-election each year at the annual general meeting. There are a maximum
of 10 Board members.
In addition, the Board had adopted policies relating to appointments to the Board and the
division of responsibilities of directors.
Appointments to the Board are formal and transparent, and a matter for the Board as a
whole.
The policy relating to the division of responsibilities of directors evidence a clear balance of
power and authority at board level to ensure that on one director has unfettered powers of
decision-making.
5.2 Accounting records and internal control
The Board has ensured that adequate systems and internal controls are designed,
maintained and complied with.
6. PURPOSE OF THE LISTING
The purpose of the Listing is to:
create a transparent market with liquidity which will ensure an accurate valuation of
the Company on an ongoing basis;
enhance the market value of the company;
enhance investor and general public awareness of the Company and its business and
place in the insurance and investment sector;
enjoy the flexibility of listed shares in order to take advantage of potential
acquisitions; and
broaden the shareholder base of the Company by affording members of the investing
public, clients and business associates of the Company the opportunity of investing in
its future capital growth.
Trop-X has formally approved the listing of 908,049 Ordinary Shares at a par value of
SCR100 each in the share capital of BODCO with effect from 10:00am on Thursday, 10 April
2014. The Ordinary Shares will trade on the Small and Medium Enterprises Board of Trop-
X under the abbreviated name “BODCO” with the share code “BOD” and ISIN:
SC7935AGEJ10.
24
The two controlling shareholders of BODCO, (Adonis s.a. and BJW Soundy), have given the
Sponsor Advisor an irrevocable mandate to sell up to 136,300 (15%) of their collective
ordinary shares in BODCO within twenty four months of the listing in order to comply with
the public share holder requirement of the Small and Medium Enterprises Board of Trop-X
and this to a minimum of 20 shareholders.
7. HISTORICAL FINANCIAL INFORMATION
Annexure 1 contains extracts from the audited financial statements for the Company for the
year ended December 31, 2013.
Effective for the financial year 2013, the Directors decided to adopt International Financial
Reporting Standards (IFRS) as the basis of preparation of the Company’s financial
statements in anticipation of the listing on Trop-X.
(Comparative figures for 2012 have been amended to conform to the 2013 presentation.)
Annexure 2 contains a report of historical audited balance sheet information relating to
BODCO for the years ended 31 December 2012, 2011 and 2010. Annexure 3 contains a
report of historical audited income statement information relating to BODCO for the years
ended 31 December 2012, 2011 and 2010. Annexure 4 contains a report of historical
audited cash flow statement information related to BODCO for the years ended 31
December 2012, 2011 and 2010.
8. BORROWINGS AND OTHER INDEBTEDNESS
8.1 Directors’ borrowing powers
The Articles provide the following in regard to the borrowing powers exercisable by the
directors:
“Subject to the provisions of the Act, the directors may exercise all the powers of the
company to borrow money, and to hypothecate, mortgage or change its undertaking, assets
and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and
other securities as security for any loan to, or debt, liability or obligation of the company or
any third party.”
25
8.2 Material loans to BODCO and its subsidiaries
At the date of this Pre-Listing Statement, BODCO and its subsidiaries had no material loans
outstanding.
8.3.1 Contingent liabilities
At the date of this Pre-listing Statement, BODCO and its subsidiaries had no contingent
liabilities.
8.3.2 Capital expenditure commitments
At the end of this Pre-listing Statement, BODCO had no capital expenditure commitments.
8.3.3 Off balance Sheet financing
At the end of this Pre-listing Statement BODCO has no material off-balance sheet
commitment or finance.
8.3.4 Loan capital outstanding
At the date of this Pre-Listing Statement BODCO has no loan capital outstanding.
9. LOANS RECEIVABLE
At the date of this Pre-Listing Statement there are no loans payable to BODCO Limited.
BODCO had not made loans to or furnished security for the benefit of any director or
manager or any associate of any director or manager.
10. DIVIDENDS
10.1 The dividend policy of BODCO will be determined by its Board from time to time, as is
regarded to be prudent in the circumstances; and dividends may consist of scrip dividends or
cash. Subject to such prudential requirements it is the intention of the Board to declare
appropriate dividends for the next two years.
26
10.2 Over the past years BODCO has paid the following dividends for the years ending 31
December:
2013 NIL
2012 SCR1.50 per share
2011 NIL
2010 NIL
2009 NIL
10.3 It is anticipated that the next dividend will be in respect of the financial year ending 31
December 2014.
11. MATERIAL CONTRACTS
The irectors of BODCO report that there was no material contracts entered into by the
Company during the two years preceding the date of this Pre-Listing Statement, which were
not in the ordinary course of business.
12. IMMOVABLE PROPERTY OWNED
12.1 At the date of this Pre-Listing Statement, BODCO owned the Government of Seychelles lease
of 99 years on the following immovable properties (with 58 years remaining):
Property (Leasehold)
Net Book Value At 31 Dec 2013 (SCR)
Harbour Trading Estate, Victoria Land Title V1004 : Land Title V2102 : Land Title V6877 : All buildings (some on two levels) Totalling 5,800 m² floor space : TOTAL:
2,450 m² 643 m² 3,906 m² 6,999 m²
4,618,250 1,212,055 7,362,810 60,079,000 66,692,115
27
12.2 The company carries its investment at fair value, with changes in fair value being recognized
in the income statement. The group last engaged an independent professional Valuer to
determine the fair value at December 31, 2010. The Valuer used a mix of valuation
techniques consisting of discounted cash flow and model and comparable market data.
The determined fair value of the investment properties is most sensitive to the estimated
yield as well as the remaining term of the government lease. The valuation of investment of
the properties as at December 31, 2013, was based on the Directors’ best estimates,
subsequently confirmed by an external Valuer.
12.3 The stock value of SCR 26,011,056 as at December 31, 2013 is based on CIF cost of saleable
items as certified by the Auditors. The average mark-up on stock at point of sale is 30% plus
VAT.
13. WORKING CAPITAL STATEMENT
The directors of BODCO are of the opinion and have reasonable grounds for believing that
the working capital available to the company is sufficient for its present requirements and
will remain adequate for the twelve months following the date of this document. Cash at
bank amounts to the value of 2½ months of imports, with a further bank facility of another
1½ months of imports if required.
14. COSTS
The costs to be incurred in the Listing are estimated to be approximately SCR900,000 and
include the listing fee, advisors fees, printing and listings preparation.
15. LITIGATION STATEMENT
There are no legal or arbitration proceedings or proceedings which are pending or
threatened of which the Company is aware that may have or have had in the previous 12
months a material effect on the financial position of BODCO.
28
16. LEGISLATIVE CONSIDERATIONS
Immovable Property
In Gazette No. 8 of 11 February 2013, the Minister of Land Use and Housing exempted the
purchase or acquisition by a non-Seychellois of shares of companies listed on the Seychelles
Securities Exchange and owning immovable property or rights therein in Seychelles from the
application of section 12 (1) of the Immovable Property (Transfer Restriction) Act.
Transfer of Shares
In the Companies Ordinance (Amendment) Act, 2012, a new section 84 (a) was added
allowing for shares and debentures of a company listed on the Seychelles Securities Exchange
to be transferred by electronic means.
Stamp Duty
Schedule 3(4) (c) of the Securities Act 2007, exempts the payment of stamp duty on all
instruments constituting, evidencing or relating to securities or transfer of or other dealings
in listed companies or other listed securities.
17. RESPONSIBILITY STATEMENT
The directors of BODCO whose names are given in paragraph 4 of this document collectively
and individually accept full responsibility for the accuracy of the information given and
certify that, to the best of their knowledge and belief, there are no facts that have been
omitted which would make any statement false or misleading and that all reasonable
enquiries to ascertain such facts have been made and that the document contains all
information required by law and the Listings Requirements.
18. EXPERTS’ CONSENTS
The auditors have consented in writing to act in the capacities stated in this Pre-Listing
Statement, and, where applicable to the inclusion of their reports in this Pre-Listing
Statement in the form and context in which they appear and have not withdrawn such
consents prior to the Issue of this Pre-Listing Statement.
29
19. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents or copies thereof, will be available for inspection during normal
business hours at the registered office of the Company at BODCO Building, Veloutier Road,
Harbour Trading Estate, Victoria.
1. Pre-Listing Statement (signed);
2. Memoranda and Articles of Association of BODCO
3. Signed financial statements of BODCO for the period ended 31 December 2013;
4. Reports of the auditors, copies of which are set out in Annexures 1,2 ,3 and 4 to this
Pre-Listing Statement; and
5. Written consents of the auditors, company secretary and sponsor advisor to the
publication of their names and, where applicable, their reports in the form and
context in which they appear in this Pre-Listing Statement.
Signed at Victoria by B. Soundy for and behalf of all the directors of the company being duly
authorized in terms of the separate powers of attorney granted to him.
Basil J.W. Soundy Chief Executive Officer 8 April 2014
30
ANNEXURE 1: EXTRACTS FROM THE AUDITED 2013 FINANCIAL
STATEMENTS OF BODCO
31
32
33
34
35
36
ANNEXURE 2: HISTORICAL INCOME STATEMENTS RELATING TO BODCO
2012 2011 2010
SCR SCR SCR
Sales Revenue 47 641 704 41 455 538 34 180 761
Cost of sales (30 796 047) (29 178 794) (28 032 011)
Gross margin 16 845 657 12 276 744 6 148 750
Rentals and miscellaneous income 1 846 844 2 175 224 2 110 067
Other operating income 366 092 356 859 1 693 936
Total income 19 058 593 14 808 827 9 952 753
Administration expenses (8 005 410) (6 273 197) (6 822 023)
Depreciation of fixed assets (1 753 510) (1 570 407) (465 373)
Interest paid - (843 919) (61 968)
(9 758 920) (8 687 523) (7 349 364)
Profit before taxation 9 299 673 6 121 304 2 603 389
Taxation (3 093 785) (721 005) -
- -
Retained net profit for the year 6 205 888 5 400 299 2 603 389
37
ANNEXURE 3: HISTORICAL BALANCE SHEETS RELATING TO BODCO
2012 2011 2010
SCR SCR SCR
ASSETS
Non-current assets
Tangible fixed assets 71 530 266 72 646 235 74 082 556
71 530 266 72 646 235 74 082 556
Current assets
Inventories 26 826 130 22 339 052 13 914 943
Trade and other receivables 942 837 682 467 983 203
Cash and cash equivalents 3 913 871 849 933 321 962
Total assets 103 213 104 96 517 687 89 302 664
EQUITY AND LIABILITIES
Capital and reserves
Share capital 90 804 900 10 200 10 200
Capital redemption reserve -
989 800 989 800
Property revaluation reserves -
66 037 015 66 037 015
Shareholders loan accounts -
3 471 860 3 641 048
Retained earnings 5 961
763 11 465 200 6 064 901
Total equity 96 766 663 81 974 075 76 742 964
LIABILITIES
Non current liabilities
Long term loans
-
11 359 400 11 699 400
Provisions for staff compensation
733 476 709 687 676 856
733 476 12 069 087 12 376 256
Current liabilities
Trade and other payables 949 547 1 753 520 183 444
Current tax liabilities 3 401 344 721 005 -
Dividend payable 1 362 074 -
-
5 712 965 2 474 525 183 444
Total liabilities 6 446 441 14 543 612 12 559 700
38
ANNEXURE 4: HISTORICAL CASH FLOW STATEMENT RELATING TO BODCO
2012 2011 2010
SCR SCR SCR
Cash flows from operating activities
Profit before tax 9 299 673 6 965 223 2 665 285
Adjusted for:
Depreciation 1 753 510 1 570 407 465 373
11 053 183 8 535 630 3 130 658
Changes in working capital:
-Change in trade and other receivables (260 370) 300 736 733 103
-Change in inventories (4 487 077) (8 424 109) 815 010
-Change in trade and other payables 3 238 440 2 291 081 - 1 861 335
-Change in provisions 23 789 32 831 - 4 407 587
9 567 965 2 736 169 - 1 590 151
Tax paid (3 093 785) (721 005) -
Net cash inflow from operating activities
6 474 180 2 015 164 (1 590 151)
Cash flows from investing activities
Purchase of tangible assets (637 542) (134 086) (169 118)
Dividend paid (1 362 074) - -
Interest paid - (843 919) (61 896)
Reduction shareholder loans (3 471 860) (169 188) -
Repayment of long term loans (11 359 400) (340 000) (160 000)
Changes from non-cash sources 13 420 634 - -
(3 410 242) (1 487 193) (391 014)
Net increase/(decrease) in cash and equivalents
3 063 938 527 971 (1 981 165)
Movement in cash and cash equivalents
At January 1st 849 933 321 962 2 303 127
Increase/(decrease) during the year 3 063 938 527 971 (1 981 165)
At December 31st 3 913 871 849 933 321 962