OMNICANE LIMITED
(Incorporated with limited liability in the Republic of Mauritius under registration no. 386)
APPLICABLE PRICING SUPPLEMENT DATED 28 NOVEMBER 2012
ISSUE OF UPTO MUR 920,000,000, SECURED FIXED RATE NOTES
UNDER THE MUR 3,000,000,000
MULTICURRENCY MEDIUM TERM NOTE PROGRAMME
This document constitutes the Applicable Pricing Supplement relating to the issue of the Notes described
herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Condition set forth in the Listing Particulars reference number LEC/P/02/2012 dated 19 July 2012 and the
Supplement to the Listing Particulars dated 28 November 2012. The Notes described in this Pricing
Supplement are subject to the Terms and Conditions in the Listing Particulars and this Pricing
Supplement must be read in conjunction with such Listing Particulars. To the extent that there is any
conflict or inconsistency between the contents of this Pricing Supplement and the Listing Particulars, the
provisions of this Pricing Supplement shall prevail.
Applications will be considered only from persons to whom this Pricing Supplement has been sent by, or
on behalf of, Omnicane Limited. Only such persons have the right to apply for the Notes hereunder in
terms of this Pricing Supplement and, therefore, such persons may not sell, transfer, cede, assign or
renounce the right in favour of any other person. This Pricing Supplement is not for publication or
circulation.
1. Description of the Notes
1.1. Issuer
Omnicane Limited
1.2. Issue:
1.2.1.Tranche Number
02
1.2.2. Series Number
OL-FXD02/2013/3
1.2.3.Specified Currency(ies)
MUR
Note: – the explanation of the Series Number: “OL” (Omnicane Ltd); “FXD02” (the second series of
the Fixed Rate Notes); “2013” (the year the Notes were issued) and “3” (the tenor of the Notes)
1.3. Aggregate Nominal Amount
Between MUR 460,000,000 and MUR 920,000,000
1.3.1 Tranche
Between MUR 460,000,000 and MUR 920,000,000
1.3.2 Series
Between MUR 460,000,000 and MUR 920,000,000
1.4. Issue Date
18 January 2013
1.5. Specified Denomination of a Note /
MUR 100,000
Nominal Amount / Principal Amount
1.6. Issue Price
100 per cent of the Nominal Amount
1.7. Status of the Notes
Secured.
The Issuer will enter into a Deed of Charge and
Agency as and when secured Notes are issued.
1.8. Final Redemption Amount
1.9. Form of Notes:
1.10. Method of Sale
2. Provisions relating to Interest Payable
2.1 Fixed Rate Note Provisions
i. Interest Rate
ii. Broken Amount(s)
iii. Fixed Coupon Amount
iv. Day Count Fraction
v. Interest Commencement Date
vi.
vii.
viii.
ix.
Interest Determination Date
Minimum Interest Rate
Maximum Interest Rate
Interest Payment Dates
x. Maturity Date
xi. Default Rate
xii. Other terms relating to the method of
calculating interest for the Fixed Rate
Notes
3. Provisions regarding Redemption
3.1 Issuer’s Early Redemption
3.2 Issuer’s Optional Redemption
3.3 Optional Redemption Amount
3.4 Other terms applicable on Redemption
3.5 Attach pro forma put notices
Note: Unsecured Notes may only be
redeemed in accordance with the Terms and
Conditions of the Notes.
4. Distribution
4.1. Provisions regarding distribution
4.2. Method of Distribution
GENERAL
5. Additional selling restrictions
6. Principal Financial Centre or other
provisions relating to payment dates:
7. Settlement Procedures and Settlement
The Issuer and the creditors in favour of whom the
Issuer has created a fixed and/or floating charge will
enter into a pari passu agreement providing for a
floating charge created pursuant to such Deed of
Charge and Agency to rank pari passu with the
existing first ranking fixed and/or floating charge(s)
created by the Issuer.
MUR 100,000
Registered
Placing
To be determined by way of auction to be held on 05
December 2012
Not Applicable
Nominal Amount * Interest Rate * (Number of
calendar days /Day Count Fraction)
Actual/365(Fixed)
The first day of an Interest Period and such date will
be 18 January 2013 in relation to the first Interest
Period
Not Applicable
Not Applicable
Not Applicable
Each 19 July and 19 December occurring prior to
the Maturity Date. The first Interest Payment Date
shall occur on 19 July 2013
18 January 2016
Fixed Rate Interest + 2%
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Placing of Notes with qualified institutional investors
in Mauritius only.
Private offer
Not Applicable
Port-Louis, Mauritius
By electronic funds transfer in immediately available
Instructions
8. Details of bank account(s) to which
payments are to be made in respect of
the Notes Settlement Procedures and
Settlement Instructions
9. Tax
10. ISIN Number
11. Business Day Convention
12. Additional Business Centre(s):
ADDITIONAL INFORMATION
13. Additional steps that may be taken
following approval of a Special Resolution
(in accordance with the Terms and
Conditions)
14. Specify Agents and Specified Offices if
new or other Agents appointed.
15. Books Closed Period:
16. Last Day to Register:
Bids open:
Bids close:
Deadline for submission of application forms
Allotment Date:
Announcement Date:
Payment Date:
Delivery Date:
MATERIAL ADVERSE CHANGE STATEMENT
funds
Account name: Omnicane Limited
Account number: 43/400/320538/02
Bank: Standard Bank (Mauritius) Ltd
IBAN
Number:
MU18SBIC2201400320538020000MUR
Interest on the Notes payable to resident
Noteholders will not be subject to withholding tax.
Resident Noteholders will however be subject to
income tax at the normal applicable rate.
Interest on the Notes payable to non-residents
Noteholders is currently subject to withholding tax at
10%. However, it is currently proposed that, as of
the fiscal year 2013, interest on the Notes payable to
non-residents Noteholders be subject to withholding
tax at 15%. Noteholders should seek independent
advice from tax advisors on this issue.
Stock Exchange of Mauritius Ltd will provide at a
future date
Following Business Day Convention
Not Applicable
Not Applicable
Not Applicable
The period during which the Register is closed,
being ten (10) Business Days prior to each Interest
Payment Date occurring prior to the Redemption
Date or such other periods as the Issuer may
decide.
By 17:00 on the last Business Day before the first
day of a Books Closed Period.
10:00 on 05 December 2012
12:00 on 05 December 2012
All application forms are to be submitted by 15:00 on
05 December 2012 at the following address: Daniel
Lam Chun, 9th Floor, Tower A, 1 Cybercity, Ebene,
Mauritius.
All applicants will be notified by email, fax or
telephone of their allotment by no later than 06
December 2012.
07 December 2012
Payment for good value by successful applicants
must be received by 14:00 on 18 January 2013
The Registrar will make the Notes available for
delivery or dispatch to the successful applicants
against cleared funds within ten (10) Business Days
of the Issue Date.
Except as disclosed in this document, there has been no significant change in the financial, trading
position or prospects of the Issuer since 31 December 2011 audited financial statements and 30
September 2012 interim accounts.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to
the offer.
LISTING PARTICULARS
Approval has been obtained by the Listing Executive of the Stock Exchange of Mauritius Ltd to list
and deal all of the Notes of this Tranche on the Official Market of the SEM.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement which,
when read together with the supplemental Listing Particulars (the “Supplement”) dated 28 November
2012, contains all information that is material in the context of the issue of the Notes.
Omnicane Limited
Signed at Port Louis on [28 November 2012]
By: Nelson Mirthil
Director
By: Eddie Ah Cham
for Omnicane Management &
Consultancy Limited
Managers & Secretaries
Duly authorised signatory who warrants his
authority hereto
Duly authorised signatory who warrants his authority
hereto