Disclosable Transaction Circular In Respect of the Disposal of HSBC Centre by Burford Development Ltd ,a subsidiary of Gamma-Civic Ltd, to VTCH Group III (Mauritius) Limited.
GAMMA-CIVIC LTDDISCLOSABLE TRANSACTION CIRCULAR
IN RESPECT OF THE DISPOSAL OF HSBC CENTRE BY BURFORD DEVELOPMENT LTD, A SUBSIDIARY OF GAMMA-CIVIC LTD
TO
VTCH GROUP III (MAURITIUS) LIMITED
IF YOU ARE A SHAREHOLDER OF GAMMA-CIVIC LTD, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt about the action you should take, you should consult your investment dealer, legal adviser or other professional adviser.
This Circular is neither an invitation nor a prospectus nor a statement in lieu of a prospectus for the public in Mauritius or elsewhere to subscribe for shares in Gamma-Civic Ltd. This Circular includes particulars given in compliance with the Chapter 13 of the Listing Rules of The Stock Exchange of Mauritius Ltd with regard to the disposal of HSBC Centre by Burford Development Ltd to VTCH Group III (Mauritius) Limited.
This Chapter 13 Circular has been vetted by The Stock Exchange of Mauritius Ltd in conformity with the Listing Rules of The Stock Exchange of Mauritius Ltd.
TheStock Exchange of Mauritius Ltd assumes no responsibility for the contents of this Circular, makes no representation as to the accuracy or completeness of any of the statements made or opinions or reports expressed herein and expressly disclaims any liability whatsoever for any loss arising from or in reliance upon the whole or any part of this Circular.
This document is intended only for the use of the person to whom it is addressed and is not to be redistributed, reproduced, or used, in whole or in part, for any other purpose.
This Circular includes particulars given in compliance with The Stock Exchange of Mauritius Ltd Rules Governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The directors, whose names appear in Section 7.1, collectively and individually, accept full responsibility for the accuracy or completeness of the information contained in this Circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
Date : 20 December 2017
ContentsPage
1.DEFINITIONS
2.Nature of transaction
3.RATIONALE BEHIND THE REALISATION
4.terms of THE DISPOSAL OF HSBC CENTRE BY BURFORD
5.historical financial information
6.Statement of directors’ interests
7.INFORMATION ON GAMMA-CIVIC LTD
7.1.Corporate Information as at 31 August 2017
7.2.Company Background
8.Directors’ service contracts
9.Legal proceedings
10.FINANCIAL IMPACT ON BURFORD
11.Financial and trading prospects of Gamma
12.Directors’ recommendation
13.Documents available for inspection
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1.DEFINITIONS
Burford / Burford Development LtdEffective Date / The effective date of the disposal of HSBC Centre by Burford Development Ltd to VTCH Group III (Mauritius) Limited, namely 23 August 2017
Gamma / Gamma-Civic Ltd
Gamma group / Gamma-Civic Ltd and its subsidiaries
Listing Rules / The Listing Rules of the Stock Exchange of Mauritius Ltd
Disclosable Transaction Circular / The document which sets out the terms of the Disclosable Transaction Circular in accordance with Chapter 13 of the Listing Rules of The Stock Exchange of Mauritius Ltd
Transaction / The disposal of HSBC Centre by Burford Development Ltd to VTCH Group III (Mauritius) Limited.
VTCH / VTCH Group III (Mauritius) Limited
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2.Nature of transaction
Burford, a wholly owned subsidiary of Gamma, built a multi-storeyed eight levels building known as HSBC Centre on a plot of land belonging to Landscope (Mauritius) Ltd (formerly BPML) at Cybercity, Ebene in 2008 for rental.
Burford entered into a sale agreement with VTCH for the sale of HSBC Centre and the transfer of the leasehold rights on the plot of land on which HSBC Centre was built.
VTCH, a member of VTCH Group based in Singapore, is a domestic company incorporated under the laws of Mauritius. The business of VTCH is in the real estate activities with (rental of) own or leased property.
The terms of the disposal of HSBC Centre by Burford Development Ltd are provided in Section 4.
Disclosable Transaction
Under Listing Rule 13.9, a disclosable transaction is an acquisition or realisation of assets by a listed company or any of its subsidiaries where the value of the assets being acquired or realised represents 15 per cent or more of the net assets or consolidated net assets, as the case may be, of the acquiring or realising group. In the present case, the value of the assets being realised represents 25% of the consolidated net assets of Gammagroup for the year ended 31 December 2016.
Hence, the disposal of HSBC Centre by Burford Development Ltd is deemed to be a disclosable transaction as per Chapter 13 of the Listing Rules.
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3.RATIONALE BEHIND THE REALISATION
As an investment company, Gamma looks at opportunities to grow its business by investing, divesting, mergers and take-overs, amongst others. The disposal of HSBC Centre by Burford was a divestment opportunity for Gamma to realise value out of a mature asset.
4.terms of THE DISPOSAL OF HSBC CENTRE BY BURFORD
The agreed sale price for the disposal of HSBC Centre by Burford isMUR633,750,000 + VAT. The sale price was based on current market value and negotiations between theparties. Full settlement on cash basis was made upon signature of the deed of sale. The carrying value of HSBC Centre is Rs600,000,000.
As an investment company, it was an opportunity for Gamma Civic Ltd to realise value out of an existing asset, which the Company considered as having matured.
5.historical financial information
The net profits attributable to HSBC Centre in respect of the two financial years immediately preceding the disposal are as follows:
Year ended 31 December 2016 / Year ended 31 December 2015RsM / RsM
Profit before tax / 8 / 27
Profit after tax / 1 / 25
6.Statement of directors’ interests
Statement of Direct and Indirect Interests of the Directors of Gammaas at 30 June 2017 is as follows:
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7.INFORMATION ON GAMMA-CIVIC LTD
7.1Corporate Information as at 31August 2017
Chairman / Carl AH TECKAvenue St Geran, Albion
Directors / BoonHui CHAN
2 Ridgewood Close #08-02, Singapore
Clifford FON SING
62, Reverend Lebrun Street, Beau Bassin
Paul Cyril HOW KIN SANG
Mount Ory, Moka
Lim Sit Chen LAM PAK NG
55 Paterson Road #07-03, Singapore
Patrice AH TECK
Avenue St Geran, Albion
Paul Laurence HALPIN
Ilot Fortier, Petite Riviere Noire, Riviere Noire
Tommy AH TECK
Avenue St Geran, Albion
Sui Lien CHONG AH YAN
Queen Mary Avenue, Floreal
Geoffroy DEDIEU
No.40, Les Salines Pilot Residence Plateau des Riviere Noire
Twalha DHUNNOO
Morc Piat, Forest Side
Jean-Claude LAM HUNG
Apt 6D Residence Montmartre, Dr Roux, Rose Hill
Jason AH TECK (alternate to Carl AH TECK)
Avenue St Geran, Albion
Registered Office / Royal Road, Chapman Hill, Beau Bassin
Business Registration Number / C06001228
Principal Place of Business / 4th Floor, HSBC Centre, 18 Bank Street, Cybercity, Ebene 72201
Company Secretary / Gamma Corporate Services Ltd
Royal Road, Chapman Hill, Beau Bassin
7.2Company Background
Gamma is listed on the Stock Exchange of Mauritius (“SEM”) and its main objectives are to safeguard and enhance its shareholders’ wealth, deliver on acceptable level of return to the shareholders and to continue to build a sustainable platform for consolidation, growth and profitability.
Gamma has investments in different sectors, namely:
Construction and Engineering- Gamma Construction Ltd
Gamma Construction Ltd (“GCON”) is a wholly-owned subsidiary of Gamma and its main operating activities of GCON are:
- construction of residential, commercial and industrial buildings;
- construction of new roads, drains and rehabilitation of existing road networks including civil works, hiring of plant and equipment, mainly for own contracts; and
- production and sales of asphalt, principally for utilization in GCON’s own projects.
Construction and Building Products- Gamma Materials Ltd
Gamma Materials Ltd (“GML”), a joint venture company of Gamma, is one of leading building materials producer and supplier, and its operations include the production and supply of aggregates, ready-mix concrete, blocks and precast products.
Construction and Building Products- Kolos Cement Ltd
Kolos Cement Ltd (“Kolos”), previously known as Holcim (Mauritius) Ltd, is a fully-owned subsidiary of Gamma and is engaged in the distribution of cement in Mauritius. Kolos serves users of buildings materials by offering four types of cement - CEM I, CEM II, CEM IIIA & CEM IIIB.
Lottery- Lottotech Ltd
Lottotech Ltd, incorporated on 8 April 2008 and listed on the Stock Exchange of Mauritius Ltd (“SEM”) in June 2014, is the operator of the national lottery and gaming activities in Mauritius under the Gambling Regulatory Authority (“GRA”). The Company adopts the Responsible Gaming Framework implemented by World Lottery Association (“WLA”) in its operations. Currently Lottotech offers the lotto game (“Lotto”), which has one weekly draw. The participation rate of Lotto in Mauritius approximates to +70% with the presence of over 700 terminals.
Hospitality- Hilton Mauritius Resort & Spa
Gamma is present in the hospitality sector through its associate Morning Light Co Ltd, which owns The Hilton Mauritius Resort & Spa, a 193 room five-star international hotel managed and operated by Hilton International.
Properties
Gamma owns several property assets, including freehold and leasehold land.
Professional Services- Gamma Corporate Services Ltd
Gamma Corporate Services Ltd, a wholly owned subsidiary of Gamma Civic Ltd, was set up on 16 March 2012 to provide corporate services (legal, secretarial and any other related services) which support the subsidiaries, associates and joint venture companies of the Gamma Group.
8.Directors’ service contracts
None of the directors of Gamma has any service contracts with Gamma or any respective group companies.
9.Legal proceedings
Gamma and its Group companies have no material legal or arbitration proceedings ongoing, which may have a significant effect on its financial position, except for the case of Lottotech Ltd v/s The Gambling Regulatory Authority and The Ministry of Finance and Economic Development before the Mediation Division of the Supreme Court. As the major shareholder of Lottotech Ltd, the outcome of this case will impact Gamma. However at this stage it is too early to quantify the impact on Gamma’s and Group’s financial.
10.FINANCIAL IMPACT ON BURFORD
The disposal of HSBC Centre will result in a cash inflow of Rs577M for Burford. The consideration proceeds will exceed the carrying value of Rs600M by Rs34M.
11.Financial and trading prospects of Gamma
Gamma has effected the disposal of HSBC Centreto realise value out of its asset, and the Directors are confident that the Company shall continue to be profitable.
12.Directors’ recommendation
The Board of directors of Gamma considers that the terms of the disposal of HSBC Centre by Burford are fair, reasonable and in the best interests of Gamma and its shareholders.
13.Documents available for inspection
The following documents are available for inspection during normal business hours at the registered officeof Gammauntil 30 September 2017:
(i)The constitution of Gamma;
(ii)The original copy of thisDisposal Transaction Circular.
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