Upload
nguyenkhanh
View
685
Download
39
Embed Size (px)
Citation preview
2
OCEANS HOTEL LIMITED
Registration number 2016/210810/06
PROSPECTUS AND INVITATION TO APPLY TO SUBSCRIBE FOR SHARES
General statement (Regulation 54(1)(a) and (b)
1. Registration of Prospectus
1.1 This Offer to subscribe is an offer and invitation for subscription for securities to the
public, as contemplated in Chapter 4 of the Companies Act. The original Prospectus, of
which this document is a copy, has been registered with the Companies and Intellectual
Property Commission of South Africa on 10 November 2016, in terms of Sections 99 and
100 of the Companies Act.
1.2 This is not a Prospectus for the listing of the shares of the Company on an Exchange.
2. Timing
2.1 The opening date of the Offer is 23 January 2017 and the Offer closes at 24h00 on 22
May 2017.
2.2 A signed subscription form together with payment in full and cleared into the
designated bank account must be made by an Applicant on or before the closing date.
3. Offer Shares and minimum subscription
3.1 The Company is offering Applicants an opportunity to subscribe for 30 805 396 (Offer
Shares) in terms of this Offer. Through this offer, the Company intends to raise a
maximum of ZAR 616 107 918 and a minimum of ZAR 462 080 940, through the issue of
23 104 047 ordinary shares.
3.2 The Offer Shares to be issued pursuant to this Offer will rank pari passu with all other
ordinary shares issued by the Company.
3.3 The capital raised will be utilized to acquire the rights, as part of a sectional title
development, to own and to develop, and thereafter to operate, a Hotel in Umhlanga,
KwaZulu-‐Natal, forming part of the Oceans Development.
3
2 | P a g e
4. The King Report and Code on Governance in South Africa
4.1 The Directors fully embrace the principles of sound corporate governance espoused in
the King Report and Code (King III). In view of the recent establishment of the
Company, the Board adopted a general statement of intent with regards to governance,
including adherence to the provisions of King III. The Board will attend to the analysis
and implementation, where necessary, of every requirement of King III in due course.
4.2 A copy of the Board statement is available as part of the supporting documents at the
Company’s primary place of business marked “MD1”.
5. Definitions
For the purposes of this Prospectus, the following references have the meanings assigned to
them:
5.1 "Applicant/s" means any person, including juristic persons who have been invited to
subscribe for the Offer Shares in terms of the Offer, but does not include persons
making joint application;
5.2 "Amending Plan" means an amending sectional plan of extension to be registered to
incorporate the Hotel Unit into the Scheme, when the Oceans Hotel is complete;
5.3 "Companies Act" means the Companies Act, 71 of 2008, as amended, and the
regulations promulgated thereunder;
5.4 "Company" means Oceans Hotel Limited, Registration Number 2016/210810/06, of 1
Sinembe Office Park, Douglas Saunders Drive, Umhlanga, Kwa Zulu Natal, the company
which will develop, own and operate the Oceans Hotel;
5.5 "Devco "means Oceans Umhlanga Proprietary Limited, Registration Number
2011/011731/07, of TTP House, Redlands Estate, 1 McFarlane Lane, Pietermaritzburg,
the company which will own the Parent Property;
5.6 "Directors" means the board of directors of the Company from time to time;
4
3 | P a g e
5.7 "F Class Shares" means 50 million authorised F class shares, of which 10 268 467
were issued to Holdco;
5.8 "Holdco" means Oceans Umhlanga Holdings Proprietary Limited, Registration Number
2016/140223/07, which company currently owns 10 268 467 of the issued F-‐class
shares in the Company;
5.9 "Hotel Unit" means the proposed section or sections to be registered in the name of
the Company, relating to the Hotel, once the Amending Plan has been registered when
the Oceans Hotel is complete;
5.10 "Management Agreement" means the International Management Agreement with
Rezidor – trading as Radisson Blu, in terms of which the Company has appointed
Rezidor to manage the Oceans Hotel on its behalf;
5.11 "MOI" means the memorandum of incorporation of the Company;
5.12 "Oceans Agreements " means the Real Right Sale Agreement, the Management
Agreement, and the Turnkey Agreement;
5.13 "Oceans Development" means the erection and completion of the buildings comprising
the Oceans Mall, the Oceans Hotel, the Oceans Residence and the Oceans Residence
Extension;
5.14 "Oceans Hotel" means the hotel to be constructed by the Company on the Real Right
Area in terms of the Real Right;
5.15 "Oceans Mall" means the retail shopping centre to be constructed by Devco on a
portion of the Parent Property;
5.16 “Oceans Residence” means the two tower blocks, namely Oceans Residence South and
Oceans Residence North, to be constructed by Devco on a portion of the Parent
Property;
5.17 “Oceans Residence Extension” means an additional 64 residential units to be
constructed by Devco, or its successor, above the Oceans Hotel;
5
4 | P a g e
5.18 "Offer" means this general offer to Applicants to subscribe for the Offer Shares at the
Offer Price, thereby raising up to ZAR 616 107 918 in the event that all Offer Shares are
subscribed for;
5.19 "Offer Price" means R20 per ordinary share;
5.20 "Offer Shares" means 30 805 396 ordinary shares available to be subscribed for and to
be issued in terms of the Offer;
5.21 "Parent Property" means proposed Portion 15 of Erf 379 Umhlanga Rocks, Registration
Division FU, Province of KwaZulu-‐Natal, in extent approximately 5,1356 hectares as
more fully described in the Real Right Sale Agreement;
5.22 "Portion 2 of Erf 379" means Portion 2 of Erf 379 Umhlanga Rocks, Registration Division
FU, Province of KwaZulu-‐Natal, in extent 2768 m2, currently owned by Devco;
5.23 "Promoter" means Holdco;
5.24 "Prospectus" means this document including all material contracts and prescribed
documents referred to herein, issued by the Company relating to the raising of capital
for the Company in terms of the Offer;
5.25 "Real Right" means a real right to be obtained by Devco on opening of the Register, to
extend the Scheme, thereby entitling Devco (and then the Company once it acquires the
Real Right relating to the Oceans Hotel) to develop the Oceans Hotel on the Real Right
Area;
5.26 "Real Right Area" means that portion of the Parent Property on which Devco (and then
the Company once it acquires the Real Right relating to the Oceans Hotel) will be
entitled to construct the Oceans Hotel;
5.27 "Real Right Sale Agreement" means the sale agreement of the Real Right concluded
between Devco and the Company, in terms of which Devco has sold the Real Right to
the Company;
6
5 | P a g e
5.28 "Register" means the sectional title register which will be opened in phases on the
Parent Property by Devco in terms of the Sectional Titles Act;
5.29 "Regulations" means the regulations issued under the Companies Act;
5.30 "Rem of Erf 379" means Remainder of Erf 379 Umhlanga Rocks, Registration Division FU,
Province of KwaZulu-‐Natal, in extent 7.0843 hectares currently owned by Devco;
5.31 "Rezidor" means Rezidor Hotel Group South Africa Proprietary Limited, Registration
number 1999/008887/07;
5.32 "Scheme" means the proposed sectional title scheme comprising the Oceans
Development, known as "Oceans Umhlanga" to be developed on the Parent Property;
5.33 "Sectional Titles Act" means the Sectional Titles Act, 95 of 1986, as amended, and the
regulations promulgated thereunder;
5.34 "Turnkey Agreement" means the turnkey development heads of agreement concluded
between the Company and Devco in terms of which the Company has appointed Devco
to procure the construction of the Oceans Hotel on the Real Right Area, on a turnkey
basis.
6. Intention to acquire and develop immovable property
6.1 The Company was established in 2016 for the purpose of developing and conducting the
business of Oceans Hotel as part of the larger mixed use upmarket retail and residential
Oceans Development.
6.2 The Oceans Development will be situated on the Parent Property in the centre of
Umhlanga, located at the corner of Lighthouse Road, Flamingo Drive and Lagoon Drive.
The Oceans Development is within walking distance of the beach, less than three
minutes’ driving from the Umhlanga and La Lucia Ridge business districts and the
Gateway Shopping Centre, and 15 minutes from King Shaka International Airport.
6.3 The Oceans Development comprises four components, the first three being the Oceans
Mall, the Oceans Residence and Oceans Hotel. The Oceans Residence has recently been
7
6 | P a g e
successfully launched. The fourth component comprises the Oceans Residence
Extension to be developed directly above the Oceans Hotel. Devco will, on opening of
the Register, obtain (a) real right(s) in its favour to enable it to develop the four
components as further phases in the Scheme.
6.4 A Scheme will be established on the Parent Property by Devco in terms of the Sectional
Titles Act which will permit Devco to extend the Scheme in phases, by the construction
of further buildings, a horizontal extension of existing buildings, or a vertical extension
of existing buildings.
6.5 On opening of the Register, Devco will obtain the Real Right to extend the Scheme in
phases. In terms of the Real Right Sale Agreement, the Company will acquire the Real
Right from Devco subject to the payment of the Real Right Purchase Price of ZAR
56 044 000 and payment of its proportionate share of the bulk infrastructure costs in
the amount of ZAR 13 764 806.
6.6 The acquisition of the Real Right will enable The Company to develop the Oceans Hotel
on the Real Right Area. The Real Right Sale Agreement obliges the Company to appoint
Devco to attend to the development, construction and fitting out of the Hotel on its
behalf in terms of the Turnkey Agreement.
6.7 Upon completion of the Oceans Hotel, the Amending Plan will be registered,
incorporating the Hotel Unit into the Scheme, effectively registering the Hotel Unit in
the name of The Company.
Schematically, the process is depicted as follows:
8
7 | P a g e
FLOWCHART SHOWING RIGHT TO BE ACQUIRED BY OCEANS HOTEL LIMITED
AND HOW SUCH RIGHT IS EXERCISED
Oceans Umhlanga currently owns:
1. Rem of Erf 379
2. Portion 2 of Erf 379
Oceans Umhlanga sells a proposed Real Right relating to the development of the hotel to Oceans Hotel in terms of the Real Right Sale Agreement
Oceans Umhlanga subdivides Rem of Erf 379 into proposed Portion 14 of Erf 379 and then consolidates this with Portion 2 of Erf 379, to form Proposed Portion 15 of Erf 379 (the Parent Property)
Oceans Umhlanga opens a sectional title register on Portion 15 of Erf 379 when Sections 1 and 2 are constructed and simultaneously gets a Real Right issued to it enabling it to develop the Oceans Hotel on a defined part of the sectional title scheme
Oceans Umhlanga cedes the Hotel Real Right to Oceans Hotel simultaneously with opening of the sectional title register as contemplated in the Real Right Sale Agreement
Oceans Hotel constructs the Oceans Hotel on the Real Right Area in terms of the Turnkey Agreement
When Oceans Hotel is complete, an Amending Sectional Plan of Extension is registered in the deeds office which will allow the registration of the Oceans Hotel section/s as part of the Oceans sectional title scheme DEFINITIONS
Oceans Umhlanga -‐ Oceans Umhlanga Proprietary Limited, No. 2011/011731/07
Oceans Hotel -‐ Oceans Hotel Limited, No. 2016/210810/06
Rem of Erf 379 -‐ Rem of Erf 379 Umhlanga Rocks
Portion 2 of Erf 379 -‐ Portion 2 of Erf 379 Umhlanga Rocks
7 | P a g e
FLOWCHART SHOWING RIGHT TO BE ACQUIRED BY OCEANS HOTEL LIMITED
AND HOW SUCH RIGHT IS EXERCISED
Oceans Umhlanga currently owns:
1. Rem of Erf 379
2. Portion 2 of Erf 379
Oceans Umhlanga sells a proposed Real Right relating to the development of the hotel to Oceans Hotel in terms of the Real Right Sale Agreement
Oceans Umhlanga subdivides Rem of Erf 379 into proposed Portion 14 of Erf 379 and then consolidates this with Portion 2 of Erf 379, to form Proposed Portion 15 of Erf 379 (the Parent Property)
Oceans Umhlanga opens a sectional title register on Portion 15 of Erf 379 when Sections 1 and 2 are constructed and simultaneously gets a Real Right issued to it enabling it to develop the Oceans Hotel on a defined part of the sectional title scheme
Oceans Umhlanga cedes the Hotel Real Right to Oceans Hotel simultaneously with opening of the sectional title register as contemplated in the Real Right Sale Agreement
Oceans Hotel constructs the Oceans Hotel on the Real Right Area in terms of the Turnkey Agreement
When Oceans Hotel is complete, an Amending Sectional Plan of Extension is registered in the deeds office which will allow the registration of the Oceans Hotel section/s as part of the Oceans sectional title scheme DEFINITIONS
Oceans Umhlanga -‐ Oceans Umhlanga Proprietary Limited, No. 2011/011731/07
Oceans Hotel -‐ Oceans Hotel Limited, No. 2016/210810/06
Rem of Erf 379 -‐ Rem of Erf 379 Umhlanga Rocks
Portion 2 of Erf 379 -‐ Portion 2 of Erf 379 Umhlanga Rocks
9
8 | P a g e
6.8 The Company, through this Offer, aims to raise the capital required for four main
purposes pertaining to the Oceans Hotel:
6.8.1 To acquire the Real Right;
6.8.2 To pay its proportionate contribution towards bulk infrastructure;
6.8.3 To develop and construct the Hotel on the Real Right Area, including
furnishings, fittings and equipment; and
6.8.4 To defray expenses relating to this Offer and to provide for limited operational
requirements.
6.9 Further operational requirements will be met from revenue generated by operations.
6.10 The vendor as contemplated in the Regulations is Devco, from whom the Company has
purchased the Real Right which will enable it to develop the Oceans Hotel as more fully
described in Section 1: paragraph 3 below.
6.11 The main place of business of Devco is 1 Sinembe Park, Douglas Saunders Drive,
Umhlanga Rocks, South Africa.
6.12 The Oceans Hotel will be managed in terms of the Management Agreement by Rezidor,
under the brand of Radisson Blu and will be known as the Radisson Blu Hotel Durban,
Umhlanga. Subject to certain restrictions, the Company may terminate the
Management Agreement in the event that Rezidor fails to meet its performance targets
and other obligations. The Management Agreement is a material agreement and is
available for inspection at the Company’s primary place of business, with reference
“MD4”.
6.13 The Real Right Sale Agreement is conditional upon the Company raising the minimum
requisite capital of ZAR 462 080 940 in terms of this Offer. Any shortfall required for the
development of the Oceans Hotel and related expenses will be raised by the Company
by way of normal commercial loans.
10
9 | P a g e
6.14 Based on market research conducted and feasibility studies performed by Rezidor, all
indications are that the Oceans Hotel project is viable and sustainable and should
generate the indicated returns for its owners.
6.15 The Company is a public company but is not listed. As such, the shares may not be
liquid. In view of the time required for a development such as the Oceans Hotel to
mature as a capital investment, the Directors caution potential investors that the sale of
the shares during a period of five years from the closing date of the Offer may not
realize a return of capital which is comparable with other, more mature investments.
The Company is therefore committed to achieving the highest dividend yield possible
for investors during this period, with substantial sacrifices being made by Holdco for the
benefit of ordinary shareholders.
6.16 Holdco, as the founding shareholder, has given an undertaking to the Company that it
will not be entitled to any dividend on its F-‐Class Shares (see paragraph 5.1.2 of Section
1 below) for the first three years of operation of the Company, provided that this
undertaking shall not apply when, and only when the dividend yield on ordinary shares
exceed 7% of capital invested in any particular year, and the subsequent declaration of
a dividend on the F-‐Class shares shall not cause such dividend yield to reduce to below
7% of capital invested.
6.17 For those ordinary shareholders who seek to sell their shares, the Company will actively
seek to promote the shares amongst various stock exchange participants active in the
“over-‐the-‐counter” market and to find alternative purchasers for shares or, after expiry
of an appropriate period in order to demonstrate value, a purchaser for the entire
Oceans Hotel. Shareholders who wish to sell their shares after subscription and who are
unable to find a suitable purchaser, may offer their shares to Holdco, who will
endeavour to purchase all such shares using a fair market valuation as the basis to
determine the price. Holdco is a newly formed special purpose vehicle dedicated to the
affairs of the Oceans Development and has not yet been audited.
6.18 This paragraph is not a statement regarding an intention by the Company to list. The
directors are cognizant of the fact that the shares may not be as liquid as shares listed
on an exchange. The directors are familiar with the liquidity benefits of listing shares on
11
10 | P a g e
an exchange and hereby undertake to perform a comprehensive cost/benefit analysis of
such a listing of the shares of the Company after the expiry of the first five years of
operation.
SECTION 1: INFORMATION ABOUT THE COMPANY
1. NAME, ADDRESS AND INCORPORATION (Regulation 57)
1.1 Name of Company: Oceans Hotel Limited Registration number 2016/210810/06, which
will trade as Radisson Blu Hotel Durban, Umhlanga.
1.2 Registered office address: 1 Sinembe Office Park, Douglas Saunders Drive, Umhlanga,
South Africa.
1.3 Primary place of business: 1 Sinembe Park, Douglas Saunders Drive, Umhlanga, South
Africa.
1.4 Transfer agent: Computershare Investor Services Proprietary Limited.
1.5 Date of incorporation of Company: 20 May 2016
1.6 Holding company: Oceans Umhlanga Holdings Proprietary Limited Registration number:
2016/140223/07
1.7 Registered office address of Holdco: 1 Sinembe Office Park, Douglas Saunders Drive,
Umhlanga, KwaZulu-‐Natal, South Africa
1.8 Subsidiaries: the Company has no subsidiaries.
2. DIRECTORS, OTHER OFFICE HOLDERS OR MATERIAL THIRD PARTIES (Regulation 58)
2.1 Directors and prescribed officers
The following directors have been appointed as initial directors in terms of the MOI for
a period expiring on the Company's 5th AGM following incorporation on 20 May 2016.
12
11 | P a g e
Name: Robert Edward Alexander
Nationality and ID number : South African
5312035115009
Occupation Businessman and property developer
Business address 1 Sinembe Park, Douglas Saunders Drive, Umhlanga, South
Africa
Term of office Initial 5 year period and subject to the MOI
Manner of appointment In terms of the MOI
Remuneration ZAR 60 000 per annum calculated at ZAR 15 000 per meeting
attended, including committee meetings
List of associated companies Director Summary
Directorship Registration Number Director Type Director Status
Pieterchap Investments 1984/010996/07 Director Active Circle Line Properties (Port Elizabeth) 1989/002425/07 Director Active
Bona Espero Share Block 1991/006240/07 Director Active Linens For Less 1992/003948/07 Director Active Lot 3207 PMB 1995/010397/07 Director Active Montrose Drive Properties Share Block 1997/016794/07 Director Active
Boxed Furniture 1986/019477/23 Member Active Davis And Co Export Import 1989/006647/23 Member Active Safa Systems 1991/014591/23 Member Active Montrose Drive Properties 1991/034477/23 Member Active Maywal Properties 1995/016737/23 Member Active Lot 320 Hluhluwe Properties 1996/005963/23 Member Active Montrose Drive Properties 1991/034477/23 Member Active Professional Business Agencies 1985/009066/23 Member Resigned M And D Property Investments 1990/013568/23 Member Resigned Maxivest 1986/010976/23 Member Active Farnham Properties (PMB) 1990/001847/23 Member Resigned Edendale Mall 1994/000984/07 Director Active Drive In Site Development Shareblock 1996/014935/07 Director Active
Mountain Mill Shopping Centre 1999/008229/07 Director Active Whirlprops 42 2001/007021/07 Director Active
13
12 | P a g e
Forsyte Props 3 2002/017864/07 Director Active Armitage Road Property Owners Association 2002/020020/08 Director Active
Mountain Mill Investments 2002/022824/07 Director Active Forsyte Props 10 2004/024335/07 Director Active Kibe Property 2004/026711/07 Director Active Ducatus Props Six 2005/000126/07 Director Active Ziningi Properties 2005/009162/07 Director Active Bambani Properties 2005/022680/07 Director Active Just Jasmine Investments 94 2005/033033/07 Director Active Aquarella Investments 258 2005/035410/07 Director Active Micawber 463 2005/036629/07 Director Active Amber Falcon Properties 34 2006/013386/07 Director Active Little Swift Investments 467 2006/018745/07 Director Active Ballito Business Park Lot Owners Association 2006/032218/08 Director Active
Crane's Crest Investments 19 2007/004851/07 Director Active Midnight Storm Investments 383 2007/019121/07 Director Active R And A Administration Of Property 2009/013903/07 Director Active
3 Lucas Drive 2009/021888/07 Director Active Ducatus Props Four 2010/014233/07 Director Active Scarlet Sun 51 2010/015957/07 Director Active Whirlprops 46 (Pty) Ltd (RF) 2011/004782/07 Director Active Oceans Umhlanga 2011/011731/07 Director Active Aqaba Investments 2012/115926/07 Director Active Redsox Properties 2014/041960/07 Director Active Canton Heights Trade And Invest 2014/260403/07 Director Active Coofont Trading 2014/273045/07 Director Active Yevern Trade And Invest 2014/275628/07 Director Active Schull Trade And Invest 2014/274934/07 Director Active Snaps Way Trading 2014/274947/07 Director Active Vipa Developments 2015/023399/07 Director Active Vu-‐Tact Trade And Invest 2014/202086/07 Director Active Oceans Umhlanga Retail Company 2016/145890/07 Director Active
Oceans Umhlanga Holdings 2016/140223/07 Director Active Oceans Hotel 2016/210810/06 Director Active Thuthabantu Properties 1995/026173/23 Member Active Factaprops 1035 1996/052253/23 Member Active
14
13 | P a g e
174 Mayors Walk 1999/039087/23 Member Active Plazatique Corp 8 2002/084646/23 Member Active IMA Rent Collector 3 2003/075923/23 Member Active IMA Rent Collector 2 2003/075926/23 Member Active Coquidale Timber Holdings 2003/103277/23 Member Active Duza Props 2006/219341/23 Member Active Sub 806 Shortts Retreat 2007/024050/23 Member Active Brashville Properties 11 2007/213174/23 Member Active Lot 3207 PMB 2007/214772/23 Member Active Principled Properties 2007/214776/23 Member Active Wozala Props 3 2007/224474/23 Member Active Gotya Props 3 2008/121073/23 Member Active Wozala Props 4 2008/121075/23 Member Active Ducatus Props Three 2008/077101/23 Member Active Sleepy Hollow Properties 2009/041163/23 Member Active
Ducatus Hilton 2000/015637/23 Representative Trustee Active
Ziningi Admin 2001/004652/23 Representative Trustee Active
Windfall Wine Farm 2001/084946/23 Representative Trustee Active
Ducatus Props Five 2007/078123/23 Representative Trustee Active
Round Hole Properties 2007/212512/23 Representative Trustee Active
Wozala Props 2007/224477/23 Representative Trustee Active
Ama Superco 6 2008/127499/23 Representative Trustee Active
Prodigal Properties 2008/237446/23 Representative Trustee Active
Square Peg Properties 2010/023379/23 Representative Trustee Active
Ducatus Props Two 2007/078004/23 Trust Active Ducatus Props One 2007/213182/23 Trust Active Brasfort House 2007/246839/23 Trust Active Bye Bye Maritzburg Properties 2007/246842/23 Trust Active Clifton Dunes Investments 366 2007/246845/23 Trust Active Gotya Props 2 2008/121067/23 Trust Active Ecoform Technologies 2006/026481/07 Director Resigned Zeta Property Holdings 2007/004868/07 Director Resigned
15
14 | P a g e
Faircape Group Holdings 2007/031721/07 Director Resigned Allegra Properties 35 2009/010587/07 Director Resigned Ducatus Group Administration 1993/012709/23 Member Resigned South Tibouchina Investments 1996/003167/23 Member Resigned Deuceprops 1024 1996/024378/23 Member Resigned Sturdyprops 1034 1996/042087/23 Member Resigned IMA Props 29 1999/069063/23 Member Resigned 174 Greyling Street PMB 2000/015369/23 Member Resigned Ziningi Admin 2001/004652/23 Member Resigned 136 Victoria Embankment 2001/040710/23 Member Resigned 64 Durban Road Properties 2001/065520/23 Member Resigned Windfall Wine Farm 2001/084946/23 Member Resigned IMA Rent Collector 4 2003/083892/23 Member Resigned Ducatus Props Two 2007/078004/23 Member Resigned Ducatus Props Five 2007/078123/23 Member Resigned Round Hole Properties 2007/212512/23 Member Resigned Ducatus Props One 2007/213182/23 Member Resigned Wozala Props 2007/224477/23 Member Resigned Ama Superco 6 2008/127499/23 Member Resigned Gotya Props 2 2008/121067/23 Member Resigned Prodigal Properties 2008/237446/23 Member Resigned Truhag Properties 2008/244621/23 Member Resigned Square Peg Properties 2010/023379/23 Member Resigned No 6 Perth Street Properties 1929/001223/07 Director Active Whiteways 1959/002868/07 Director Active Truhag Properties 1983/001020/07 Director Active Lot 3549 Margate 1984/006587/07 Director Active Sleepy Hollow Properties 1984/009311/07 Director Active Farnham Properties 1989/005687/07 Director Active Coquidale Timber Holdings 1990/001653/07 Director Active Mexicabella Investments 1990/007356/07 Director Active Household Linens 1992/003627/07 Director Active Brasfort House 1992/004765/07 Director Active Prodigal Properties 1992/006809/07 Director Active Principled Properties 1993/000619/07 Director Active 166 Boom Street Property 1995/007792/07 Director Active Buchanan And Carbineer Street Properties 1995/009884/07 Director Active
Sub 806 Shortts Retreat 1995/010075/07 Director Active One Nine One Boom Street Share 1995/010445/07 Director Active
16
15 | P a g e
Block Hilton Jacaranda Shopping Centre 1997/019858/07 Director Active Aloeprops 1998/015206/07 Director Active Whirlprops 46 2001/029283/07 Director Active Ama Superco 6 2002/012966/07 Director Active Forsyte Props 2 2002/017989/07 Director Active Bye Bye Maritzburg Properties 2002/026111/07 Director Active Duvet Trading 2004/006416/07 Director Active Whirlprops 56 2004/024411/07 Director Active St Martini Properties 2004/025162/07 Director Active Ducatus Props Four 2005/000101/07 Director Active Ducatus Props Three 2005/000379/07 Director Active Ducatus Props Five 2005/000389/07 Director Active Ducatus Props One 2005/001551/07 Director Active Ducatus Props Two 2005/001661/07 Director Active Round Hole Properties 2005/005596/07 Director Active Shorevest Property Wealth Managers 2006/003004/07 Director Active
Clifton Dunes Investments 366 2006/003005/07 Director Active Little Swift Investments 469 2006/018752/07 Director Active Lorral Construction 1986/022380/23 Member Active Penworth Investments 1987/016797/23 Member Active Speedprops 1000 1993/024422/23 Member Active West Clivia Investments 1996/003205/23 Member Active Southerlands Timber International 1996/026831/23 Member Active
Aloeprops 1996/045292/23 Member Active Factaprops 1036 1996/052289/23 Member Active Limosin Investments 1996/060239/23 Member Active Chop N Wok Fast Food Holdings 1999/062418/23 Member Active Andrew Barnes Marketing 2000/013216/23 Member Active Ima Rent Collector 2000/015360/23 Member Active Rymer Trading 2000/044491/23 Member Active R And A Administration Of Property 2001/004633/23 Member Active
Duzi-‐Corp 2 2001/065439/23 Member Active Duzi-‐Corp 4 2001/065440/23 Member Active Bye Bye Maritzburg Properties 2001/075997/23 Member Active Propatique Corp 8 2001/079624/23 Member Active Ama-‐Corp 51 2001/084947/23 Member Active
17
16 | P a g e
161 Pietermaritz Street Pmb 2003/064392/23 Member Active Household Linens 2005/097964/23 Member Active Ducatus Props Four 2007/078130/23 Member Active Bottomless Pit Properties 2007/212516/23 Member Active Wozala Props 2 2007/224472/23 Member Active Gotya Props 2008/121070/23 Member Active Whirlprops 46 2010/023388/23 Member Active Penworth Investments 1987/016797/23 Member Active Aloeprops 1996/045292/23 Member Active
Stranack Street Properties 1989/039978/23 Representative Trustee Active
Suhaifa Investments 1995/013208/07 Director Resigned West Clivia Investments 2000/001170/07 Director Resigned Shanbar Property Development 2004/025411/07 Director Resigned Mamazana Investments 1996/020209/23 Member Resigned Ligitprops 1032 1996/045289/23 Member Resigned Propalux 1027 1996/056011/23 Member Resigned Propalux 1026 1996/056037/23 Member Resigned Section 6 Hilton Jacaranda 2001/004482/23 Member Resigned Ducatus Investments 30 2000/019865/23 Member Active Ducatus Property Management 2000/016704/23 Member Active 15-‐19 Ordnance Road 2001/009813/23 Member Resigned Eighth Promot Investments Share Block 1971/012727/07 Director Active
T E G S Timbers 1975/000934/07 Director Active J And B Property Holdings 1995/009403/07 Director Active Whirlprops 41 2001/007020/07 Director Active Square Peg Properties 2004/031314/07 Director Active Brashville Properties 11 2005/038184/07 Director Active Round Hole Properties 2007/212512/23 Trust Active
Name: Vathasallum Reddy
Nationality and ID number: South African
5302225127054
Occupation Businessman
Business address 1 Sinembe Park, Douglas Saunders Drive, Umhlanga, South
Africa
18
16 | P a g e
161 Pietermaritz Street Pmb 2003/064392/23 Member Active Household Linens 2005/097964/23 Member Active Ducatus Props Four 2007/078130/23 Member Active Bottomless Pit Properties 2007/212516/23 Member Active Wozala Props 2 2007/224472/23 Member Active Gotya Props 2008/121070/23 Member Active Whirlprops 46 2010/023388/23 Member Active Penworth Investments 1987/016797/23 Member Active Aloeprops 1996/045292/23 Member Active
Stranack Street Properties 1989/039978/23 Representative Trustee Active
Suhaifa Investments 1995/013208/07 Director Resigned West Clivia Investments 2000/001170/07 Director Resigned Shanbar Property Development 2004/025411/07 Director Resigned Mamazana Investments 1996/020209/23 Member Resigned Ligitprops 1032 1996/045289/23 Member Resigned Propalux 1027 1996/056011/23 Member Resigned Propalux 1026 1996/056037/23 Member Resigned Section 6 Hilton Jacaranda 2001/004482/23 Member Resigned Ducatus Investments 30 2000/019865/23 Member Active Ducatus Property Management 2000/016704/23 Member Active 15-‐19 Ordnance Road 2001/009813/23 Member Resigned Eighth Promot Investments Share Block 1971/012727/07 Director Active
T E G S Timbers 1975/000934/07 Director Active J And B Property Holdings 1995/009403/07 Director Active Whirlprops 41 2001/007020/07 Director Active Square Peg Properties 2004/031314/07 Director Active Brashville Properties 11 2005/038184/07 Director Active Round Hole Properties 2007/212512/23 Trust Active
Name: Vathasallum Reddy
Nationality and ID number: South African
5302225127054
Occupation Businessman
Business address 1 Sinembe Park, Douglas Saunders Drive, Umhlanga, South
Africa
19
17 | P a g e
Term of office Initial 5 year period and subject to the MOI
Manner of appointment In terms of the MOI
Remuneration ZAR 60 000 per annum calculated on ZAR 15 000 per
meeting attended, including committee meetings.
List of associated companies Director Summary
Directorship Registration Number Director Type Director Status
CBF Leisure Investments 1996/002888/06 Director Active Mavras Investments 2001/006670/07 Director Active Satara Trading 2001/021084/07 Director Active Born Free Investments 311 2005/004483/07 Director Active Tsogo Sun Newcastle 1998/002723/07 Director Resigned S F Suleman Investments 1994/006283/07 Director Active Siyandiza Building And Civil Construction 1997/007913/07 Director Active
Green Oaks Trading 1997/008038/07 Director Active Oakland Leisure Investments (Newcastle) 1997/009965/07 Director Active
Edison Health 1998/007982/07 Director Active Ukusa-‐Lamp And Lighting 1999/024091/07 Director Active S A M Sisonke Natal 1999/025868/07 Director Active Edison Financial Services 2000/008229/07 Director Active Umhlanga Nyakatha Property Investments 2000/014562/07 Director Active
Newcastle Hotel And Property Development 2001/000346/07 Director Active
Trema Investments 2001/003158/07 Director Active Woodroad Investments 2001/004170/07 Director Active Razorbill Properties 189 2001/004599/07 Director Active Usante Capital 2002/007226/07 Director Active Grey Jade Trade And Invest 77 2006/024750/07 Director Active Grey Jade Trade And Invest 86 2006/026578/07 Director Active Newhill Property Investments 1990/035210/23 Member Active Edison Power 1992/008789/23 Member Active Mcclatchey Sisonke Associates Project Managers 1995/025028/23 Member Active
Edison Africa 2000/069533/23 Member Active Newhill Property Investments 1990/035210/23 Member Active Tanglepark Trading 2000/020248/07 Director Resigned
20
19 | P a g e
Oceans Umhlanga Holdings 2016/140223/07 Director Active Oceans Hotel 2016/210810/06 Director Active Kwadukuza Mall 2016/267719/07 Director Active Kwadukuza Value Centre 2016/267630/07 Director Active Fasic Investment Corporation 1997/003335/06 Director Resigned Goldfields Casino And Entertainment Centre 1997/021858/07 Director Resigned
The Lion Match Company 1998/008912/07 Director Resigned Medu Capital 2003/000273/07 Director Resigned Thembeka Facilities Management 2003/032036/07 Director Resigned Wavelengths 230 2002/023674/07 Director Active Usante Investments 2003/008214/07 Director Active Midnight Masquerade Properties 63 2004/008773/07 Director Active
Ningizimu Electrical Engineering And Control Systems 2004/015636/07 Director Active
Siyandisa Power Solutions 2007/022433/07 Director Active Golden Falls Trading 610 2008/004515/07 Director Active Jungle Arrow Trading 107 2011/004532/07 Director Active Performance Electrical 1991/003487/23 Member Active Yati Cabling Reticulation Electrification 2001/001780/07 Director Resigned
Festival Bay Trading 55 2003/019904/07 Director Resigned Flashing Star Trading 98 2003/020002/07 Director Resigned Southern Palace Investments 56 2004/008131/07 Director Resigned Edison Performance Jv 2006/030937/07 Director Resigned Blue Waves Properties 125 2007/005812/07 Director Resigned African Perfomance Electrical 2008/027822/07 Director Resigned Brait South Africa 1960/003893/07 Director Resigned Sitogo Holdings 2004/018117/07 Director Active
Saphila Investments 1998/011294/07 Company Secretary (Natural Person) Active
Saphila Investments 1998/011294/07 Director Active Grand Bridge Trading 199 2005/021188/07 Director Active Akani Leisure Goldfields Investments 2003/026125/07 Director Resigned
Emco-‐Edison Transformer 2008/000230/07 Director Active Winlen Casino Operators 2000/029023/07 Director Resigned Afrisun Kzn Development Trust SPV 2004/025076/07 Director Active
Dolcoast Investments 1995/007115/06 Director Active
21
20 | P a g e
Name: Graham Ian Wood
Nationality and ID number: South African
6906255053086 Occupation Businessman and property developer
Business address 1 Sinembe Park, Douglas Saunders Drive, Umhlanga, South
Africa
Term of office Indefinite
Manner of appointment Letter of appointment referred to as “MD8”
Remuneration ZAR 60 000 per annum calculated at ZAR 15 000 per meeting
attended, including committee meetings
List of associated companies Director Summary Directorship Registration Number Director Type Director Status Simbithi Eco-‐Estate Homeowner's Association 2004/009153/08 Director Active
Cross Point Trading 67 2006/037826/07 Director Active Atela Investments 2013/218360/07 Director Active GIW Consulting 2016/014656/07 Director Active Atela Investment Holdings 2016/021178/07 Director Active
Eco Navitas 2009/024097/07 Non Executive Director Active
Holiday Inns 1936/008506/06 Director Resigned Cape Hotels Properties (Ep) 1944/017596/06 Director Resigned Sunnyside Park 1963/002706/07 Director Resigned Sabie River Share Block 1963/003920/07 Director Resigned Holiday Inns Hotel Corporation 1966/011866/07 Director Resigned Hotel President Seepunt 1966/012176/07 Director Resigned Drakensberg Sun Hotel Share Block 1967/007156/06 Director Resigned
Southern Sun Hotel Interests 1969/001365/07 Director Resigned Transito Hotels 1969/015914/07 Director Resigned Cape Hotels (Bloemfontein) 1970/006837/07 Director Resigned Southern Sun's Airport Inn 1972/000095/07 Director Resigned Downtown Inn 1972/007415/07 Director Resigned Senath 1973/000632/07 Director Resigned
22
21 | P a g e
Transkei Sun International 1978/060058/06 Director Resigned Drakensberg Sun Hotel 1987/003760/07 Director Resigned The Cullinan Hotel 1988/004685/07 Director Resigned Tsogo Sun Holdings 1989/002108/06 Director Resigned Sun 1 Hotels 1990/005841/07 Director Resigned Merway Fifth Investments 1991/006478/07 Director Resigned Property Investment Company No 1 1993/003095/07 Director Resigned
Property Investment Company No 2 1993/003096/07 Director Resigned
Property Investment Company No 3 1993/003097/07 Director Resigned
Property Investment Company No 4 1993/003098/07 Director Resigned
Property Investment Company No 5 1993/003119/07 Director Resigned
Property Investment Company No 6 1994/004850/07 Director Resigned
Property Investment Company No 7 1994/005325/07 Director Resigned
Property Investment Company No 8 1994/005417/07 Director Resigned
Property Investment Company No 9 1994/005418/07 Director Resigned
Remainder Of Erf 7723 Parow 1995/006834/07 Director Resigned Erf 151 Roggebaai Cape Town 1995/007317/07 Director Resigned Acquisitive Investments 1996/001699/07 Director Resigned Sun International Vacation Club Sales 1996/007218/07 Director Resigned
Volnay Investments 1996/010385/07 Director Resigned Vidual Investments 1996/011575/07 Director Resigned Affirmed Investments 1996/016050/07 Director Resigned Propalux 179 1997/009138/07 Director Resigned Sheerprops 116 1997/019016/07 Director Resigned Sheerprops 194 1997/019926/07 Director Resigned Sheerprops 193 1997/019998/07 Director Resigned Miss South Africa 1998/003326/07 Director Resigned Bedrose Investments 1999/028504/07 Director Resigned Reshub 2002/002584/07 Director Resigned Southern Sun Hotels 2002/006356/07 Director Resigned Tsogo Sun Gaming 2002/006402/07 Director Resigned
23
22 | P a g e
Tsogo Sun Hotels Gaming And Entertainment 2002/006556/07 Director Resigned
Southern Sun Middle East Investment Holdings 2004/007525/07 Director Resigned
Wild Coast Sun Manco 2004/027588/07 Director Resigned Southern Sun Offshore 2006/003973/07 Director Resigned Tourism Business Council Of South Africa 2008/011486/08 Director Resigned
Woodwil Property Investments 2007/026388/23 Member Resigned Square Root Designs 2001/082131/23 Member Active 73 Highland Gate 2004/098729/23 Member Active Songhai Travel 1986/001363/07 Director Resigned
2.2 Details of the Company's auditors, and attorneys
Designation Company Business address
Auditors PKF (Durban) (Partnership)
SAICA registration number
906352E.
2nd Floor, 12 on Palm
Boulevard, Gateway, Umhlanga,
South Africa
Attorneys Shepstone & Wylie (Partnership) 24 Richefond Circle, Ridgeside
Office Park, Umhlanga Rocks,
4319, South Africa
2.3 Details of the Company’s bankers
Standard Bank Of SA Ltd
Registration number
1962/000738/06
Commercial Banking KZN 1 Kingsmead Way, Kingsmead,
Durban
2.4 Details of the Company secretary
Name Business address Qualifications
Ramathe, Desai, Bhagat &
Jeena (Partnership)
101 Dr R D Naidu Drive (previous
name Stanley Copley Drive)
Overport, Durban
Chartered Accountants (S.A)
24
23 | P a g e
2.5 Borrowing powers
In terms of its MOI, the Company may borrow unlimited amounts subject to the discretion
and resolution by the Directors. The borrowing powers of the Company may be varied by the
shareholders by amending the Company's MOI to limit the board's borrowing powers. Such an
amendment requires a special resolution of the Company's shareholders.
2.6 Third party management
2.6.1 The business of the Company will be to operate a hotel in the leisure and
business conferencing industry. The operations of the business will be
performed for the Company by Rezidor under the Management Agreement.
The registered office of Rezidor is Suite 104, Clocktower Office Suites, V&A
Waterfront, Cape Town.
2.6.2 The services to be rendered by Rezidor encompass all aspects of the Ocean
Hotel’s operations, maintenance, reservations and marketing. Rezidor will not
employ any staff save for such specialist employees and management that
they require. All other staff will be employed by the Company.
2.6.3 Rezidor will be remunerated as follows:
2.6.3.1 a recurring base fee equal to a percentage of total revenue;
2.6.3.2 a recurring management fee based on adjusted gross operating
profit, provided certain adjusted gross operating thresholds have
been achieved;
2.6.3.3 a recurring sales, marketing and advertising fee based on a
percentage of gross room revenue;
2.6.3.4 a recurring room reservation fee; and
2.6.3.5 a once-‐off technical services fee.
25
24 | P a g e
3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF THE COMPANY (Regulation 59)
3.1 The Company has been incorporated for the purpose of developing and thereafter
conducting the operations of the Oceans Hotel on a portion of the Parent Property
situated in Umhlanga Rocks.
3.2 The Company has concluded the Real Right Sale Agreement with Devco from whom the
Company will acquire the Real Right, subject to it developing the Oceans Hotel in terms
of the Turnkey Agreement. Upon completion of the Oceans Hotel and registration of
the Amending Plan, the Hotel Unit relating to the Oceans Hotel will be incorporated into
the Scheme. The Oceans Hotel will have a grading of 4 to 5 stars and have the following
facilities:
3.2.1 206 rooms;
3.2.2 Conference facilities including a ballroom that can cater for up to 500 people;
3.2.3 138 dedicated hotel parking bays;
3.2.4 Lobby lounge and coffee shop;
3.2.5 All day dining restaurant and bar; and
3.2.6 A pool deck.
3.3 The Company was incorporated as a public company on 20 May 2016. The Company
has not conducted business save for the necessary aspects relating directly to this Offer
including the conclusion of the Oceans Agreements.
3.4 It is the opinion of the Directors that the prospects of the Company are good and that
the business of the Company will be conducted in a viable and sustainable manner,
provided that the Company is adequately capitalized and the market conditions as
premised in this Offer, prevail. The Directors hold this opinion because the business
model is supported by thorough market research and positive prevailing and expected
market conditions affecting the hotel and leisure industry, the valuable input of
26
25 | P a g e
acknowledged industry experts and professional services organizations in determining
the requisite level of capitalization, and the wealth of experience of the Directors as
businessmen and experts.
3.5 Currently the Company has no material liabilities other than those contingent on the
success of this Offer, which liabilities have been funded by Holdco by means of an inter-‐
company loan. The Company will have an asset being the Real Right in terms of the Real
Right Sale Agreement and, once the Oceans Hotel is completed and the Amending Plan
is registered, will acquire ownership of the Hotel Unit.
3.6 The Parent Property is situated at the intersection of Lighthouse Road, Flamingo Drive
and Lagoon Drive in Umhlanga, in extent approximately 5.1356 hectares.
3.7 The Real Right Sale Agreement is subject to two conditions precedent more fully
described in Paragraph 1 of Section 4, which also deals with the consequences of such
conditions not being fulfilled.
3.8 It is expected that construction of the Oceans Hotel will commence on or about the first
quarter of 2017 and that the Company will commence with the Oceans Hotel
operations on or about the fourth quarter of 2018, but no later than 01 December
2020.
3.9 As the Company is recently incorporated, the Company has not traded in the past three
years and therefore no details regarding its turnover, profits, losses or dividends for this
period are available.
4. SHARE CAPITAL OF THE COMPANY (Regulation 60)
4.1 The Company has 50 million authorised ordinary no par value F class shares, of which
10 268 467 were issued to Holdco.
4.2 The Company also has 100 million authorised ordinary no par value shares. The
Company intends to issue 30 805 396 ordinary no par value Offer Shares at an Offer
27
26 | P a g e
Price of ZAR 20 (twenty rand) per share in terms of this Offer, if fully subscribed. The
Company has issued 100 ordinary shares to Holdco in order to give effect to ordinary
shareholder resolutions prior to the date of this prospectus i.e. to amend the capital
structure of the Company.
4.3 There are no shares other that the ordinary no par value Offer Shares and the F-‐class
shares that have been authorised or issued.
4.4 Since its incorporation, the Company altered its capital structure in order to
accommodate the business of the Oceans Hotel as follows:
4.4.1 The number of authorised ordinary no par value shares has been increased from one million to 100 million shares; and
4.4.2 A new class of share styled F shares authorised and numbering 50 million at no par value has been created.
4.5 The Company has not issued or offered any other shares to the public in the preceding
three years.
5. OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES (Regulation 61)
5.1 There are no options or preferential rights attaching to any shares, save for the first
issue of F-‐class shares as follows:
5.1.1 Holdco may, until conclusion of the Company's 5th AGM following 20 May
2016, appoint the board of directors to the Company;
5.1.2 Holdco, as the founding shareholder, has given a special undertaking that it
will not be entitled to any dividend on its F-‐Class shares for the first three
years of operation of the Company, provided that this undertaking shall not
apply when, and only when the dividend yield on ordinary shares exceed 7% in
any particular year, and the subsequent declaration of a dividend on the F-‐
Class shares shall not cause such dividend yield to reduce to below 7% of
capital invested.
28
27 | P a g e
5.2 In order to promote broad based black ownership, the Directors will, in the event of an
oversubscription for the Offer Shares in terms of this issue, give preference to Black
persons as defined in the Constitution of the Republic of South Africa and in the Broad
Based Black Economic Empowerment Act, 2003.
6. COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING (Regulation 62)
6.1 This Offer is not underwritten and consequently the Company will not pay commission
to any person in respect of underwriting.
7. MATERIAL CONTRACTS (Regulation 63)
7.1 Details of the Directors' interests in the Company and emoluments are contained in
paragraph 2.1 of Section 1.
7.2 Directors’ remuneration / appointment letters: No letters are attached as the founding
Directors’ appointment is regulated by the MOI.
7.3 Royalties: No royalties are payable by the Company.
7.4 Managerial remuneration / appointment letters: No appointments have been made as
at date hereof due to the conditional nature of the Oceans Development and the
prerequisite raising of capital in terms of this Offer.
7.5 Secretarial fees / appointment letters: Attached as Annexure” P1” hereto together with
their letter of consent for the publication of their name in this prospectus. The
Company Secretary receives annual fees in the amount of ZAR 200 000.
7.6 Technical fees: The technical fee payable to Rezidor is ZAR 1 000 000. There are no
further technical fees not included in the analysis of the costs associated with this Offer
below.
7.7 The following Agreements and supporting documentation which are regarded as
material to the Company, have been concluded by the Company during the two years
prior to the date of the Prospectus, and are available for inspection at the Company’s
primary place of business:
29
28 | P a g e
7.7.1 Real Right Sale Agreement between the Company and Devco dated 03
October 2016 regarding the acquisition by the Company from Devco of the
Real Right to develop the Oceans Hotel, and in the pack of material
documents available for inspection, referred to as “MD2”;
7.7.2 Turnkey Heads of Agreement between the Company and Devco dated 03
October 2016. regarding the appointment of Devco by the Company to
undertake the development and construction of the Oceans Hotel, and in the
pack of material documents available for inspection, referred to as “MD3”;
7.7.3 Management Agreement between the Company and Rezidor, dated June
2016, in terms of which the Company has appointed Rezidor to manage the
Oceans Hotel on its behalf, and in the pack of material documents available
for inspection, referred to as “MD4”;
7.7.4 The title deeds to Rem of Erf 379, currently owned by Devco under Deed of
Transfer No T18375/2011, and in the pack of material documents available for
inspection, referred to as “MD 5”;
7.7.5 The title deed to Portion 2 of Erf 379, currently owned by Devco under Deed
of Transfer No T24343/2016, and in the pack of material documents available
for inspection, referred to as “MD6”; and
7.7.6 A schedule containing the project valuation together with timelines linked to
milestones, marked as “MD7.1 through MD7.4”.
8. INTEREST OF DIRECTORS AND PROMOTORS (Regulation 64)
8.1 The provisions of this Regulation are not applicable as this offer is not limited as
contemplated in Regulation 55. Disclosures made here are made in the interest of
transparency.
30
29 | P a g e
8.2 The Company has not within three years prior to the date of this Prospectus, paid, or
agreed to pay, any consideration to a Director, a person related to the Director, any
company in which the Director has an interest or serves as director, or any partnership,
syndicate or other association of which the director is a member, to induce the director
to become a Director, to qualify as a Director, or for services rendered by the director or
a company, partnership, syndicate or other association in connection with the
promotion or formation of the Company.
8.3 The Directors have the following direct and indirect material interests:
8.3.1 The Vathasallum Reddy Family Trust is a beneficiary of the Gotya Trust, which
owns 50% of the issued shares of Holdco. Vathasallum Reddy is a beneficiary
of the Vathasallum Reddy Family Trust.
8.3.2 50% of the shares in Holdco are owned by R&A Admin (Pty) Ltd. Robert
Alexander is, by virtue of this shareholding, an indirect beneficiary of the
shares in Holdco.
8.4 The two directors of the Company, Messrs Reddy and Alexander are also directors of
Devco and Holdco.
8.5 The Company will from-‐time-‐to-‐time enter into agreements with independent financial
advisers to assist it is procuring subscriptions in terms of this offer. In terms of such
agreements, which are not regarded as material, the advisers remain independent and
are not employed by the Company in any capacity. The Company will pay commission
to such advisers in respect of the sale of its shares, which commission has been
calculated as part of the costs relating to this issue. A list of approved financial advisers
will be published and maintained on the Company’s website. Subscribers are cautioned
to conduct their own due diligence when dealing with financial advisers.
9. LOANS (Regulation 65)
At the date of this Prospectus, the Company has not made any loans, but has been granted
credit by Holdco to fund its obligations. The balance of the inter-‐company loan at the date of
31
30 | P a g e
this prospectus amounted to ZAR 399 618.20. The loan is interest free and repayable on
demand from Holdco.
10. SHARES ISSUED OR TO BE ISSUED OTHERWISE THAN FOR CASH (Regulation 66)
The Company has issued 10 268 467 F-‐ class shares to Holdco as founding shareholder, for a
consideration of one cent each.
11. PROPERTY ACQUIRED OR TO BE ACQUIRED (Regulation 67)
11.1 Devco (which had previously changed name from Gotya Props Proprietary Limited and
in turn been converted from Gotya Props CC):
11.1.1 Currently owns Rem of Erf 379 and Portion 2 of Erf 379; and
11.1.2 Will subdivide Rem of Erf 379 into proposed Portion 14 of Erf 379 Umhlanga
Rocks in extent 4.8587 hectares ("Portion 14") leaving the remainder, in
extent 2.2256 hectares ;
11.1.3 Will then consolidate Portion 14 with Portion 2 of Erf 379 to establish the
Parent Property, proposed Portion 15 of Erf 379 Umhlanga Rocks, Registration
Division FU, Province of KwaZulu-‐Natal, in extent approximately 5.1356
hectares.
11.2 The Company has concluded the Real Right Sale Agreement with Devco in terms of
which the Company will, upon successful conclusion of this Offer and fulfillment of
certain conditions, acquire the Real Right to develop the Oceans Hotel, and thereafter,
once the Oceans Hotel is complete and the Amending Plan is registered, acquire
ownership under sectional title of the Hotel Unit comprising the Oceans Hotel.
11.3 The consideration to be paid by the Company to Devco, for the:
11.3.1 Acquisition of the Real Right is ZAR 56 044 000;
11.3.2 Proportionate contribution to bulk infrastructure is ZAR 13 764 806; and
11.3.3 Development and construction of the Oceans Hotel is ZAR 517 592 713.
32
31 | P a g e
12. AMOUNTS PAID OR PAYABLE TO PROMOTERS (Regulation 68)
The Promoter of the Company is Holdco. Holdco’s details are recorded in section 1, paragraph
2.1 . The Promoter receives no fees for acting as such.
13. PRELIMINARY EXPENSES AND ISSUE EXPENSES (REGULATION 69)
13.1 The preliminary expenses in the period leading up to the date of the Prospectus is
indivisible from the direct expenses relating to this issue, as the Company has not
traded before and was incorporated immediately prior to the date of this Prospectus.
All expenses incurred prior to the date of issue of the Prospectus have been funded by
the Promoter.
13.2 The estimated amount of expenses relating to this issue is ZAR 20 967 644.
13.3 The issue expenses are payable to the following parties:
13.3.1 PKF (Durban) auditors;
13.3.2 Deloitte & Touche tax advisors;
13.3.3 Shepstone & Wylie attorneys;
13.3.4 eas-‐e comply Proprietary Limited, prospectus compliance advisers;
13.3.5 Computershare Investor Services (Proprietary) Limited transfer secretaries;
13.3.6 BrandGenetics;
13.3.7 Africa Investment Aggregators Ltd; and
13.3.8 Various independent investment advisors and intermediaries.
33
32 | P a g e
14. RISKS ASSOCIATED WITH INVESTMENT
Type of Risk Description Mitigation of the risk Our assessment of risk
Liquidity risk This is the risk that an investor share
may not be able to be traded freely due to the fact the company is not listed.
• Holding company will acquire shares • The company will create interest in the OTC
market • Directors will consider viability of listing after 5
years
Medium to High
Low Returns The risk that the investment does not generate the return mentioned on the
prospectus
• Underlying assumptions on which revenue is projected are extremely conservative
• Directors commitment to favour ordinary shareholders with dividend payments
• Unique revenue model comprising hotel operations as well as a property type income
stream
Low to Medium
Sectional title scheme The risk that the sectional title scheme cannot be opened and the real right
registered there against.
The sectional title scheme comprises the entire Oceans Development and as such, the apartments, which have been sold out are in the process of
being registered and the scheme opened
Low
New Business This is the risk of failure of a new business and consequent loss of
investment
• The company will be properly capitalised • The directors have substantial business
experience • Viability was confirmed by industry experts
• Operations will be conducted by an international firm which specialises in the hotel industry
• The hotel is part larger development of which the other components have already successfully
been launched.
Low
Overall Assessment
Our assessment of the overall risk to an investor is that this is
a low to medium risk investment, but that is must be
positioned properly to investors who seek a balance between capital growth and income. Investors who are
sensitive to liquidity risk over the short term should exercise
caution.
Operational Risk
We express no opinion on any risks associated with the
company which emanate from the conduct of its business.
34
33 | P a g e
SECTION 2 – INFORMATION ABOUT THE OFFERED SECURITIES
1. PURPOSE OF THE OFFER (Regulation 70)
1.1 The purpose of the Offer is to ensure that the Company has adequate capital to pay the
purchase price for the Real Right, its contribution to bulk infrastructure, the costs of
constructing the Hotel including the costs to furnish and equip the Hotel in order to
commence with business, and the costs to defray the expenses related to this Offer. The
amount required to be raised under this Prospectus is made up as follows:
Purchase price of Real Right ZAR 56 044 000 Contribution to bulk infrastructure ZAR 13 764 806 Cost of construction of Oceans Hotel ZAR 517 592 713 Pre-‐opening expenditure to be capitalised ZAR 13 925 046 Provision for issue expenses, working capital and contingencies
ZAR 20 781 355
Less: Key Money Contribution from Rezidor (ZAR6 000 000) Total ZAR 616 107 920
1.2 The amount sought to be raised under this Prospectus exceeds the minimum amount of
subscriptions referred to in section 2, paragraph 4 hereunder by ZAR 154 026 979. The
reason for this is that the Company should be able to obtain debt finance for balance.
The minimum amount required in terms of this Prospectus has been carefully calculated
in order to allow the Company to enhance and preserve its dividend policy, that is, to
pay the highest dividend possible to its shareholders. The Company will therefore
endeavour to raise all its capital requirements by way of this issue
1.3 All capital raised will be applied in the following order of preference:
1.3.1 Acquisition of the Real Right and contribution to bulk infrastructure;
1.3.2 Construction of the Oceans Hotel;
1.3.3 Issue expenses; and
35
34 | P a g e
1.3.4 Furniture, fittings and equipment for Oceans Hotel.
2. TIME AND DATE OF THE OPENING AND CLOSING OF THE OFFER (Regulation 71)
This offer opens on 23 January 2017 and closes at 24h00 on 22 May 2017.
3. PARTICULARS OF THE OFFER (Regulation 72)
3.1 The Company offers only one class of ordinary share for subscription as set out below.
Class of share Issue Price Price per share Number of
shares to be
issued
Conditions
attaching
Ordinary no par
value
ZAR 20 per
share
ZAR 20 30 805 396 None
3.2 In the event of this offer being fully subscribed, the ordinary share structure will be as
follows:
Class of share Issue Price Price per share Number of
shares issued
Conditions
attaching
Ordinary no par
value issued to
new subscribers
ZAR 20 per
share
ZAR 20 30 805 396 None
Ordinary no par value issued to Holdco
ZAR 1 per share ZAR 1 100 None
3.3 In the period prior to the date of this Prospectus, the Company on 03 October 2016
issued 10 268 467 F class no-‐par value shares to Holdco.
3.4 The price for which the shares were issued to Holdco was one cent each.
36
35 | P a g e
3.5 The Company has not, prior to the date of this Prospectus, issued any shares at a
premium.
4. MINIMUM SUBSCRIPTION (Regulation 73)
4.1 The minimum subscription value that the Company must obtain through this Offer is, in
the opinion of the Directors, ZAR 462 080 939 being the amount required to purchase
the Real Right, the contribution towards bulk infrastructure and to construct the Hotel
to a level where alternative interest-‐bearing finance can be obtained without such
finance having a material impact on the Company’s ability to sustain its dividend policy.
In the event that the minimum subscription is not achieved, all subscribers’ capital will
be repaid in accordance with the Regulations issued under the Companies Act.
4.2 The purchase price of the Real Right and contribution to bulk infrastructure is ZAR
69 808 806.
4.3 The cost of construction of the Hotel is ZAR 517 592 713.
4.4 The working capital required by the Company, including pre-‐opening costs and
contingencies and expenses relating to this issue has been estimated at ZAR 28 706 399.
4.4 In the event that the minimum subscription value is exceeded but the total amount
sought in terms of this Offer is not raised, the difference between the required amount
and the actual amount raised in subscriptions will be financed by the Company as
interest bearing debt.
SECTION 3 – STATEMENTS AND REPORTS RELATING TO THE OFFER
1. STATEMENT AS TO ADEQUACY OF CAPITAL (Regulation 74)
The minimum subscription provided in paragraph 4.1 above is inadequate for the Company to
commence with business, without taking on debt. The amount required to be financed will not
be substantial in comparison to the Company’s assets, and will serve to augment the assets
through the further development of, and making operational the Oceans Hotel. Any shortfall
will be financed through normal commercial bank loans and failing that, by a loan from Holdco
37
36 | P a g e
on standard commercial terms including the costs normally associated with the provision of
sureties or guarantees.
2. REPORT BY DIRECTORS AS TO MATERIAL CHANGES (Regulation 75)
In view of the recent incorporation of the Company, there have been no changes in the assets
and liabilities of the Company between the date of the Company’s incorporation and the date
of the Prospectus.
3. STATEMENT AS TO LISTING ON STOCK EXCHANGE (Regulation 76)
No application has been made to any stock exchange for the listing of the shares subject to
this Offer.
4. REPORT BY AUDITOR WHERE BUSINESS UNDERTAKING IS TO BE ACQUIRED (Regulation 77)
No report is furnished as no undertaking will be acquired by the Company using the proceeds
of the issue of the Offer Shares. The acquisition of the Real Right resulting in eventual
ownership of the Oceans Hotel is dealt with under section 1: paragraph 11 above.
5. REPORT BY AUDITOR WHERE COMPANY WILL ACQUIRE A SUBSIDIARY (Regulation 78)
No report is furnished as no subsidiary will be acquired using the proceeds of the issue of the
Offer Shares. The acquisition of the Real Right resulting in eventual ownership of the Oceans
Hotel prior to furnishing is dealt with under section 1: paragraph 11 above.
6. REPORT BY AUDITOR OF COMPANY (Regulation 79)
A report as required by the Auditor of the Company, PKF (Durban) has been prepared and
contained, together with Annexures P4, P5 and P6 prepared by the Directors, in the following
annexures hereto:
6.1 Annexure “P2”: Independent Reporting Accountant’s Limited Assurance Report on
the Forecast Statements of Comprehensive Income;
38
37 | P a g e
6.2 Annexure “P3”: Independent Reporting Accountant’s Limited Assurance Report on
the Pro forma Statements of Financial Position;
6.3 Annexure “P4” Independent Reporting Accountant’s Regulation 79 report;
6.4 Annexure “P5”: Forecast Statements of Comprehensive Income (prepared by
Directors);
6.5 Annexure “P6” Pro forma statement of Financial Position (prepared by Directors)
6.5 Annexure “P7”: Accounting Policies (prepared by Directors; And
6.6 Annexure “P12”: Audited financial statements for the period ending
SECTION 4 – ADDITIONAL MATERIAL INFORMATION
The following information which is material to the Offer has not been included in sections 1, 2 or 3
above:
1. CONDITIONS AND CONSEQUENCE OF NON FULFILMENT
1.1 The Real Right Sale Agreement is subject to the conditions that:
1.1.1 Within 40 business days after the date of issue of the Prospectus, the
Company raises at least ZAR 462 080 940 being the minimum subscription
target for the Offer;
1.1.2 The Register for the Scheme has been opened in the Pietermaritzburg deeds office.
1.2 The Turnkey Agreement is subject to the conditions that:
1.2.1 All conditions in the Real Right Sale Agreement have been fulfilled within the time provided in such agreement;
1.2.2 The formal building plans for the Oceans Hotel have been approved by the eThekwini Municipality.
39
38 | P a g e
1.3 Should the minimum subscription target referred to in Section 2, paragraph 4 be
achieved, and the Offer Shares are issued to the successful Applicants, but all the
conditions precedent referred to above are not fulfilled (those referred to in
paragraphs 1.1.2 and 1.2.2, within a time agreed to by the directors of Devco), the Real
Right Sale Agreement and the Turnkey Agreement will lapse, and the Company will,
unless it can make alternative suitable arrangements for the continuation of the Oceans
Hotel project, refund the Issue Price to the Applicants.
2. DETAILS OF SUBSCRIPTION PROCESS
2.1 A subscription form in respect of the Offer is included with the Prospectus, which form
must be completed by Applicants who wish to accept the Offer. The form must then be
submitted by hand, facsimile or postal delivery as set out below. Once submitted,
applications are irrevocable and may not be withdrawn or reduced.
2.2 Applicants will be required to subscribe for a minimum number of 50 (fifty) shares
totaling ZAR 1000 (one thousand rand).
2.3 Applicants must apply for Offer Shares in their own name, in the name of a company,
close corporation or a trust. No applications by partnerships or other joint applications
will be accepted.
2.4 All subscription forms must be completed in accordance with the provisions of this
Prospectus and the instructions set out in the subscription form.
2.5 Applicants are advised to take postal delivery times into consideration when posting
their subscription form as no late postal deliveries will be accepted. Each envelope
should contain one subscription form and must be clearly marked “Oceans Offer”.
2.6 Applications with confirmed payment are irrevocable, and, once submitted, may not be
withdrawn without the written consent of the Company. Applicants who are private
individuals or corporate entities with a turnover or asset value of below R2 million at
the time this subscription form is signed, will be entitled within 5 days from the signing
of the subscription form, to cancel the agreement, on condition that this is done in
40
39 | P a g e
writing and submitted to the place of business of the Company prior to the close of this
5 day cooling-‐off period.
2.7 In the event that any application is accepted for a lesser number of ordinary shares than
applied for, the excess amount will be refunded to the Applicant. This amount will be
paid by electronic transfer into the bank account that is stated in the subscription form,
at the Applicant’s risk of such non fulfilment, on or about the fifteenth day after close of
this offer.
2.8 Payment may only be made by bank guaranteed cheque or an electronic transfer. The
use of postal orders, cash or telegraphic transfers will not be accepted. If a cheque is
used as the form of payment, it must be attached to and submitted with the relevant
subscription form. Cheques must be crossed and marked “non-‐transferrable” and made
payable in accordance with the instructions on the Application form. An electronic
funds transfer must be evidenced by a proof of payment with the Applicant’s ID number
or entity registration number as reference.
2.9 All money received in respect of applications will be paid into a trust account with
Computershare, and will not be used or made available for purposes of the Company or
for the satisfaction of its debts until the later of the closing date of the Offer, subject to
the minimum subscription target being met.
2.10 Remittances and applications will only be accepted as complete when the relevant
cheque/electronic funds transfer has been paid/made and cleared. Should any cheque
or electronic funds transfer be dishonoured/fail, the Directors may in their absolute
discretion regard the relevant application as revoked or take such other steps in regard
thereto as they may deem fit.
2.11 The ordinary shares shall be issued in the currency of South Africa. Ordinary shares will
trade in certificate share format. The Company may opt in time to trade in electronic
format (dematerialized ordinary shares). In order to trade on this platform, ordinary
shareholders will first have to dematerialise their ordinary shares. A copy of share
certificates will be posted by registered mail, at the risk of the Applicant, to the address
shown on the subscription form. Original share certificates will be kept in safe keeping
41
40 | P a g e
by the Transfer Secretaries of the Company. No contrary instruction will be accepted.
Requests for the issue of replacement ordinary share certificates must be made in
writing and be accompanied by an acceptable indemnity.
3. CONSENTS
Each of the attorneys, bankers, auditors, experts and company secretary have given and have
not, prior to the last practicable date, withdrawn consent in writing to the inclusion in this
Prospectus of their names and, where applicable, their reports, in the form and context in
which they appear. These consents are attached hereto marked respectively:
Consent by company secretary: “P1”
Consent by Attorneys: “P8”
Consent by expert: “P9”
Consent by bank: “P10”
Consent by auditors: “P11”
Signed on behalf of the Company at Umhlanga, on 21 Occtober 2016
_____________________________________
Director: V. Reddy
_____________________________________
Director: R.E. Alexander
40 | P a g e
by the Transfer Secretaries of the Company. No contrary instruction will be accepted.
Requests for the issue of replacement ordinary share certificates must be made in
writing and be accompanied by an acceptable indemnity.
3. CONSENTS
Each of the attorneys, bankers, auditors, experts and company secretary have given and have
not, prior to the last practicable date, withdrawn consent in writing to the inclusion in this
Prospectus of their names and, where applicable, their reports, in the form and context in
which they appear. These consents are attached hereto marked respectively:
Consent by company secretary: “P1”
Consent by Attorneys: “P8”
Consent by expert: “P9”
Consent by bank: “P10”
Consent by auditors: “P11”
Signed on behalf of the Company at Umhlanga, on 21 Occtober 2016
_____________________________________
Director: V. Reddy
_____________________________________
Director: R.E. Alexander
41 | P a g e
_____________________________________
Director: G.I. Wood
[THE FORM BELOW TO BE AFFIXED TO THE PROSPECTUS AS A PERFORATED PAGE]
SUBSCRIPTION FORM FOR ORDINARY NO PAR VALUE SHARES IN OCEANS HOTEL LIMITED
To: The Directors, Oceans Hotel Limited ("the Company")
OFFER TO SUBSCRIBE FOR ORDINARY NO PAR VALUE SHARES IN THE COMPANY
Applicant information
Surname and title, or name of company/trust/CC
42
41 | P a g e
_____________________________________
Director: G.I. Wood
[THE FORM BELOW TO BE AFFIXED TO THE PROSPECTUS AS A PERFORATED PAGE]
SUBSCRIPTION FORM FOR ORDINARY NO PAR VALUE SHARES IN OCEANS HOTEL LIMITED
To: The Directors, Oceans Hotel Limited ("the Company")
OFFER TO SUBSCRIBE FOR ORDINARY NO PAR VALUE SHARES IN THE COMPANY
Applicant information
Surname and title, or name of company/trust/CC
43
42 | P a g e
Surname and title or name of spouse (if Applicant married in community of property)
First names, or name of company director/trustee/member
Identity number, or registration number of company/trust/CC
Business address
Postal address
Residential address
Telephone number (work)
44
43 | P a g e
Telephone number (home)
Telephone number (cell)
E mail
Whereas the Applicant confirms his/her intention to participate in the share capital of the Company
by purchasing ordinary shares in the Company in accordance with the Offer extended to the
Applicant in the Prospectus, a copy of which had been handed to the Applicant, and the Applicant
hereby acknowledges that he/she/it knows and understands the contents thereof.
Now therefore:
1. I/we the undersigned Applicant confirm that I/we have full legal capacity to contract and do
hereby irrevocably apply for the allotment to me/us of the under-‐mentioned number of
ordinary shares in the shareholding of the Company, subject to the Memorandum of
Incorporation of the Company, and rules of the Company that may be in existence or will be
entered into by the shareholders of the Company.
2. The Applicant confirms that no act, representation, guarantee or warranty of any nature
whatsoever has been made or given to him/her by the Company or any of its representatives,
save as set out in the Prospectus. The Applicant's signature to this agreement shall be
deemed to supersede all previous verbal or written agreements between him/her and the
Company or its agent or any of their representatives.
45
44 | P a g e
3. I/we the undersigned, duly authorised, hereby submit to you an irrevocable application to
subscribe for ordinary no par value shares more fully described below, in the Company,
subject to the terms and conditions and rights, duties and obligations as set out in the
Prospectus, the Company’s MOI and all other documents referred to in the Prospectus. I/we
acknowledge that the acceptance of this offer by the Directors shall constitute a valid and
binding agreement between us and that I/we shall thereafter be a shareholder in the
Company and I/we shall do all things necessary to give effect to the agreement.
4. I/we warrant that we have performed our own due diligence assessments including scrutiny of
the Prospectus, that we are aware of the risks inherent in the offer and if successful, the
subsequent acquisition of the shares and that we have acquainted ourselves with the details
and interests of the Promoters as set out in the Prospectus. In particular, I/we understand the
basis of valuation of privately owned shares and that the shares may be illiquid.
5. I/we acknowledge that the submission of this offer does not guarantee me/us a right to
acquire the shares but that the Directors in their sole discretion may reject this offer or
accept, in part or in whole this offer or amend this offer and by returning such amended offer
to me/us, provide me/us with another opportunity to make application for subscription.
6. I/We acknowledge and agree that in the event of an oversubscription to the offer, the
Directors may, in their sole discretion, allocate to me/us any portion of the total number of
shares subscribed to by me/us and/or give preference to Black persons as defined in the
Constitution of the Republic of South Africa and in the Broad Based Black Economic
Empowerment Act, 2003.
7. I /We acknowledge and agree that I/We may not subscribe for less than 50 ordinary shares
being ZAR1000.
8. The Applicant, if a private individual or corporate entity with a turnover or asset value of
below R2 million at the time this subscription form is signed, shall have 5 days from the
signing of this application to cancel the agreement, which cancellation must be done in writing
and submitted to the place of business of the Company prior to the close of this 5 day cooling-‐
off period. Should the Applicant, for any reason, cancel the agreement thereafter and before
the ordinary shares are issued into the name of the Applicant, a cancellation fee of 12% of the
capital investment shall be forfeited by the Applicant.
46
45 | P a g e
9. Regarding FICA requirements, the Applicant hereby declares that his/her personal particulars
stated in this application are correct and that he/she has provided the following:
Copy of ID, proof of residential address, copy of a cancelled cheque/bank statement, and copy
of company/CC registration documents, trust deed, constitution, and any other documents
required in terms of the FIC Act.
10. The Applicant hereby undertakes to inform the Company timeously in writing of any change
affecting his/her FICA status or of any change in beneficiary or disbursement instructions.
The Company accepts no responsibility for any incorrect disbursement payments made in this
regard.
11. The Applicant hereby declares that the source of the funds to be invested is the
following:
(must be completed)
12. All deposits or payments by the Applicant shall be made to the trust account of Computershare
Investor Services: (The said application form and proof of payment must be sent together to
ensure that funds and application is processed correctly.) In order to obtain banking details
and a unique reference number, Applicant may contact Computershare Investor Services on
the following for any queries or clarity.
0861100914 or +2711 870 8230
13. Payment for the Subscription Offer Shares subscribed for: (i) must be made in full by a bank-‐
guaranteed cheque drawn on a South African bank or banker’s draft drawn on a registered
commercial bank (each of which should be crossed and marked “not transferable”, and in the
case of a cheque with the words “or bearer” deleted), or EFT (into the designated bank
account, details of which are available from the Transfer Secretaries; (ii) must be paid in Rand;
and (iii) if made by bank-‐guaranteed cheque, banker’s draft or proof of payment by EFT, must
be lodged, posted, faxed or emailed, as the case may be, together with the completed
Subscription Form, as follows:
47
46 | P a g e
Oceans Hotel Limited
C/O Computershare Investor Services Proprietary Limited
By hand to: By post to:
Ground Floor PO Box 61763
70 Marshall Street Marshalltown
2001 2107
13.3 By facsimile to: +27 (0) 11 688 5210
13.4 By email to: [email protected]
14 The Transfer Secretaries will not be responsible for any loss and/or damage whatsoever in
relation to or arising from the late or non-‐receipt of faxed or emailed Subscription Forms or
owing to Forms of Instruction being forwarded to any other facsimile number or email address
other than that provided above. Notwithstanding anything to the contrary, it is the Qualifying
Shareholder’s responsibility to ensure that their Form of Subscription is received by the
Transfer Secretaries.
15. DISBURSEMENT INSTRUCTIONS REGARDING APPLICANT’S ACCOUNT
The Applicant hereby instructs the Company to pay the dividends, capital or any other funds
due to the Applicant into the following account (only current/ transmission/ savings accounts
can be processed). PLEASE NOTE THAT NO DISBURSEMENTS WILL BE MADE TO THIRD
PARTIES.
Name of account holder
Bank name
Branch name
48
47 | P a g e
Branch code
Bank account no
16. I/We acknowledge that we are aware that the ordinary shares on offer are unlisted, are not
readily marketable, and that dividends and capital are not guaranteed, but are secured by the
underlying assets of the Company only.
17. I/We confirm that I/we are applying for the under-‐mentioned number ordinary shares, based
on the information contained in or referred to in the Prospectus, which I/we have read and
understand:
No of shares (A) Issue Price (B) Total investments (A x B)
____________ R20 R___________________
Signed at ________________ on this ________ day _________________ of 2016
________________________________
SIGNATURE OF APPLICANT