Cargohub Capital Ltd
Admission Document in respect of the admission of 1,128,000 ordinary shares of
Cargohub Capital Ltd by way of introduction on the Development and Enterprise
Market of the Stock Exchange of Mauritius Ltd at Eur 30.00 per share.
This document constitutes the admission document (the ”Admission Document”) relating to Cargohub
Capital Ltd (“Cargohub” or the “Company”) prepared in accordance with the Rules for the Development
and Enterprise Market of the Stock Exchange of Mauritius Ltd (“DEM”). A copy of this Admission
Document has also been submitted to the Financial Services Commission of Mauritius (the “FSC”).
The Directors, whose names appear on page 10 collectively and individually, accept full responsibility for
the accuracy of the information contained in this Admission Document. To the best of the knowledge and
belief of the Directors (who have taken all reasonable care to ensure that such is the case), the
information contained in this document is in accordance with the facts and does not omit anything likely
to affect the importance of such information.
The Listing Executive Committee (“LEC”) of the Stock Exchange of Mauritius (“SEM”) has on the 07
January 2014 approved the listing of 1,128,000 Ordinary Shares (the “Shares) of Cargohub on the DEM.
On the first day of listing on the DEM, a minimum of 5,000 Shares and a maximum of 169,200 Shares
(representing 15% of the share capital of the Company) will be made available at an indicative price of
Eur 30.00 each.
ADMISSION DOCUMENT
in respect of the admission of 1,128,000 Ordinary Shares of Cargohub Capital Ltd
by way of introduction on the Development and Enterprise Market of the Stock Exchange of
Mauritius
at a price of EUR 30.00 per share with no par value
07 January 2014
Admission Document Number LEC/I/01/2014
CARGOHUB CAPITAL LTD
A Public Company registered as a domestic company and limited by shares under the laws of Mauritius
Registered in Mauritius under the Companies Act 2001 on 24th May 2013
(Company number 116510 & Business Registration Number C13116510)
Share Capital
Immediately following the admission of the Shares on the DEM
Issued and fully paid
Amount
EUR 33,840,000
Number of shares
1,128,000
1
IMPORTANT NOTICES
The DEM is a market designed to include emerging or smaller companies to which a higher
investment risk tends to be attached than to larger or more established companies. The DEM
securities are not admitted to the Official Market of the SEM.
A prospective investor should be aware of the risks of investing in such companies and should
make the decision to invest only after careful consideration and, if appropriate, consultation with
a professional financial adviser.
This Admission Document has been prepared on the basis that any purchaser of Shares is a person or
entity having sufficient knowledge and experience of financial matters as to be capable of evaluating the
merits and risks of the purchase. Before making any investment decision with respect to the Shares,
prospective investors should consult their own counsel, accountants or other advisers and carefully
review and consider their investment decision in the light of the foregoing.
This Admission Document includes particulars given in compliance with the SEM Rules Governing the
Listing of Securities on the DEM for the purpose of giving information with regard to the Company. The
directors, whose names appear on page 10, collectively and individually, accept full responsibility for the
accuracy or completeness of the information contained in this Admission Document 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.
This Admission Document is not intended to provide and do not provide the basis of any evaluation and
should not be considered as a recommendation by the Company that any recipient of this Admission
Document should purchase Shares. Each potential purchaser of Shares should determine for himself the
relevance of the information set out in this Admission Document and its purchase of Shares should be
based upon such investigations as he deems necessary.
This Admission Document has been vetted by the LEC in conformity with the DEM Rules of the SEM.
Permission has been granted by the LEC on the 07 January 2014 for the listing of 1,128,000 Shares of
Cargohub on the DEM. It is expected that dealings in the Shares will commence on 23rd January 2014.
Neither the LEC Listing Executive Committee ('LEC'), nor the Stock Exchange of Mauritius ('SEM nor the
Financial Services Commission ('FSC assumes any responsibility for the contents of this document. The
LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the
statements made or opinions expressed therein and expressly disclaim any liability whatsoever for any
loss arising from, or in reliance upon, the whole or any part of the contents thereof.
This Admission Document is submitted in connection with an offer of Shares of the Company to Eligible
Investors. This document is intended only for the use of the person to whom it is given and is not to be
redistributed, reproduced or used, in whole or in part, for any other purpose.
This document should be read in its entirety and in conjunction with the Constitution and any other
relevant documents hereto before making any application for subscription to Shares in the Company.
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This Admission Document has been prepared solely for the benefit of persons interested in a possible
investment in the Company and any reproduction or distribution of this Admission Document in whole or
in part, or of the divulgence of any of its contents without the prior written consent of the Company is
strictly prohibited.
Restrictions on distributions of this Admission Document
The distribution of this Admission Document and the offering, sale and delivery of Shares in Cargohub in
certain jurisdictions may be restricted by the law of such jurisdictions. Persons into whose possession
this Admission Document comes are required by the Company to inform themselves about and to
observe, any such restrictions.
This Admission Document may not be used for the purpose of an offer or invitation in any circumstances
in which such offer or invitation is not authorised. Prospective investors should not treat the contents of
this document as constituting any advice including advice relating to legal, taxation, investment or any
other matters. Prospective investors should inform themselves as to:
(a) all requirements including legal and fiscal requirements within their own jurisdiction for the
purchase, holding, transfer or other disposal of the Shares;
(b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal
of the Shares which they may encounter; and
(c) all consequences, including the income tax and other tax consequences which may apply in
their own jurisdiction as a result of the purchase, holding, transfer or other disposal of the
Shares.
No person is authorised in connection with any offering, subscription or sale of Shares to give any
information or to make any representation not contained in this Admission Document and any
information or representation not so contained must not be relied upon as having been authorised by or
on behalf of the Company. Neither the delivery of this Admission Document nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or the date upon which this Admission
Document has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Company since the date hereof or the date upon which this
Admission Document has been most recently amended or supplemented or that the information
contained in it or any other information supplied in connection with the Shares is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
All references in this Admission Document to "US dollars" and "US$" are to the lawful currency of the
United States of America, all references to "euro", "Euro" and "€" are to the lawful currency introduced
on 1 January 1999 at the start of the third stage of European economic and monetary union pursuant to
the Treaty establishing the European Communities, as amended from time to time.
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TABLE OF CONTENTS
IMPORTANT NOTICES
2
Restrictions on distributions of the Listing Particulars
3
DEFINITIONS AND INTERPRETATIONS
RESPONSIBILITY STATEMENT OF THE DIRECTORS
KEY INFORMATION
CORPORATE INFORMATION
RISK FACTORS
EXECUTIVE SUMMARY
VALUE OF THE COMPANY
TIMETABLE OF PRINCIPAL EVENTS
5
8
9
10
12
16
17
18
Offer Statistics
The Offering
Valuation methodology
Share Price Determination
18
18
18
19
STATUS OF THE COMPANY
20
Mauritius Requirements
Mauritius Legal System
Summary of Constitution
20
20
22
FINANCIAL INFORMATION
MANAGEMENT OF THE COMPANY
CONFLICTS OF INTERESTS
SHARES OF THE COMPANY
TAXATION AND EXCHANGE CONTROL
OTHER INFORMATION
28
36
39
40
44
46
4
DEFINITIONS AND INTERPRETATIONS
In this Admission Document, unless otherwise stated or the context otherwise indicates, the words in the
first column shall have the corresponding meaning or meanings stated opposite them in the second
column. Words in the singular shall include the plural and vice versa, words importing natural persons
shall include corporations and associations of persons and any reference to one gender shall include the
other genders.
“Accounting Date”
“Act”
The last day of December or such other day as the Directors
may determine from time to time
The Companies Act 2001 of Mauritius
“Administrator” / “Company Secretary”
Credentia International Management Ltd (“Credentia”),
2nd Floor,
“Admission Document”
This Admission Document dated [..] issued in connection with
the application for listing and complying with the requirements
set out in the DEM Rules
“Registrar”
Credentia International Management Ltd, 2nd Floor, The
Catalyst, 40 Cybercity, Ebène, Mauritius, for the time being, or
such other person appointed for the time being as the
Administrator/Company Secretary/Registrar of the Company
"Board"
The board of directors of the Company, including a duly
authorised committee thereof
"Business Day"
Any day (except Saturday or Sunday and such other day as
the Directors may determine) on which banks in Mauritius
(and/or such other or additional places as the Directors may,
in their discretion, determine) are open for normal business
“CDS”
Central Depository & Settlement Co Ltd
“DEM”
The Development & Enterprise Market of the Stock Exchange
of Mauritius Ltd
“DEM Rules”
The rules for the Development and Enterprise Market
“Dividend”
A dividend payable by the Company
“Code”
Code on Corporate Governance in force in Mauritius
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“Company”
Cargohub Capital Ltd, a Mauritian public company registered
as a Domestic Company, with company number 116510 with
the Registrar and Business Registration Number C13116510
“Constitution”
The constitution of the Company
“Directors”
The directors of the Company for the time being, or as the
case may be, the directors assembled as a Board or as a
committee of the Board
“Eligible Investors” or “Investors”
Any person other than a Prohibited Person
“FIAMLA”
The Financial Intelligence and Anti Money Laundering Act
2002 of Mauritius
“FSC”
The Financial Services Commission of the Republic of
Mauritius
“Group”
Cargohub Group of companies
“IFRS”
International Financial Reporting Standards
“Law”
Every enactment or regulation for the time being in force in
Mauritius in so far as it relates to the Company, as may be
amended from time to time
“Listing Executive Committee” or “LEC”
The Listing Executive
responsible for listing matters
Committee
of
the
SEM
“Luxembourg”
The Grand Duchy of Luxembourg
“Mauritius”
The Republic of Mauritius
“Offering” or “Offer”
The opportunity to acquire Ordinary Shares being made
available to Investors
“Offer Price”
EUR 30.00 for each Ordinary Share
“Ordinary Share” or “Share”
A share in the stated capital of the Company of no par value
and having the rights provided for under the Constitution
“Prohibited Person”
Any person, as determined by the Directors, to whom a sale or
transfer of Participating Shares would be in breach of the laws
or requirement of any jurisdiction or governmental authority or
in circumstances (whether taken alone or in conjunction with
other persons or any other circumstances appearing to the
Directors to be relevant) which, in the opinion of the Directors
might result in the Company and/or its Shareholders as a
6
whole incurring any liability to taxation or suffering any other
regulatory, pecuniary, legal or material administrative
disadvantage that the Company might not otherwise have
suffered or incurred
“Qualified Holder/Shareholder”
Any person other than:
(a) any individual under the age of 18, or
(b) any individual over the age of 18, corporation, entity or
other person to whom a transfer to, or holding by such
person of shares would or may:
(i)
(ii)
(iii)
be in breach of any law or requirement of any
country or governmental authority in any jurisdiction
whether on its own or in conjunction with any other
relevant circumstances; or
result in the Company incurring any liability to
taxation which the Company would not otherwise
have incurred or suffered;
require the Company to be registered under any
statute, law or regulation or cause the Company to
be required to apply for registration or comply with
any registration requirements in respect of any of its
shares whether in the United States of America or
any other jurisdiction, including without limitation
under the United States Securities Act of 1993, as
amended, or the United States Investment
Company Act of 1940, as amended
“Registrar”
The Registrar of Companies of Mauritius
“Securities Act”
The Securities Act 2005 of Mauritius
“Securities Rules”
Securities (Public Offers) Rules 2007 issued by the FSC
"Shareholders"
A person who is registered as the holder of Shares in the
Company in the register of shareholders of the Company
“SEM”
The Stock Exchange of Mauritius Ltd
“Special Resolution”
A resolution proposed and passed as a special resolution by a
majority consisting of 75% of the total number of votes of
those present and entitled to vote in person or by proxy and
voting on the question
“Sponsoring Broker”
The Anglo-Mauritius Stockbrokers Limited
7
RESPONSIBILITY STATEMENT OF THE DIRECTORS
The Board is responsible for managing the business affairs of the Company in accordance with the
Constitution and the Law. The Directors have the overall responsibility for the investment policy of the
Company and have the authority to select investment advisors. The Board accepts responsibility for the
contents or completeness of the admission document and that where applicable, to the best of their
knowledge and belief, and after making reasonable inquiries the document complies with the Act, or any
rules or regulations made under the Act as applicable.
Except as disclosed and as may be necessary or applicable, no Director has a material interest in any
contract or arrangement entered into by the Company which is unusual in nature or condition or
significant in relation to the business of the Company, nor has any Director had such an interest since
the Company was incorporated. Furthermore, except as disclosed and as may be necessary or
applicable, there are no existing or proposed service agreements between the Company and any of the
Directors.
None of the Directors have had any convictions in relation to indictable offences, been involved in any
bankruptcies, individual voluntary arrangements, receiverships, compulsory liquidations, creditors
voluntary liquidations, administrations, company or partnership voluntary arrangements, any composition
or arrangements with its creditors generally or any class of its creditors of any company where they were
a director or partner with an executive function, nor have any had any public criticisms by statutory or
regulatory authorities (including recognised professional bodies) nor has any Director ever been
disqualified by a court from acting as a director of a company or from acting in the management or
conduct of the affairs of any company.
The Directors further confirm that neither the Company nor any company within the Group is
subject to any actual or threatened legal or arbitration proceedings which may have a significant
effect on the group's financial position. Furthermore, there has been no material adverse
change in the financial or trading position of the group. The Directors are of the opinion that
having made due and careful enquiry, the working capital available to Carhohub and its Group
will be sufficient for its present requirements, that is for at least twelve months from the date of
admission of the securities. The Directors further confirm that the forecast, estimate or
projection made in this Admission Document were made after due and careful enquiry and
relevant assumptions have been used in order to compute the forecasts, estimates or
projections.
The Directors are bound by the provisions of the Law.
Approved by the Board on 19th December 2013 and signed on its behalf by:
Philippe Antoine LARONZE
Director
Sharma K. (Sanjeev) GOPAUL
Director
8
KEY INFORMATION
The Company has been incorporated on 24th May 2013 and therefore, has a limited operating history.
Comparative accounts on the investee entity, Global Logistics Services S.A, (‘GLS’) an entity registered
in Luxembourg, and involved in transport and logistics services for the past 30 years are set out in the
Executive Summary of this Admission Document. The Company holds 100% of the share capital of GLS.
Forward looking statements
This Admission Document includes forward-looking statements. These forward-looking statements
involve known and unknown risks and uncertainties, many of which are beyond the Company's control
and all of which are based on the current beliefs and expectations of the Company about future events.
Forward-looking statements are sometimes identified by the use of forward-looking terminology such as
"believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans",
"predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations
thereon or comparable terminology.
These forward-looking statements include matters that are not historical facts. They appear in a number
of places throughout this Admission Document and include statements regarding the intentions, beliefs
and current expectations of the Company concerning, among other things, the results of operations,
financial condition, liquidity, prospects, growth, strategies and dividend policy of the Company and the
industry in which it operates.
These forward-looking statements and other statements contained in this Admission Document
regarding matters that are not historical facts involve predictions. No assurance can be given that such
future results will be achieved: actual events or results may differ materially as a result of risks and
uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied in such forward looking statements.
The forward-looking statements contained in this Admission Document speak only as of the date of this
Admission Document. The Company expressly disclaims any obligation or undertaking to update these
forward-looking statements contained in this Admission Document which reflect any change in their
expectations or any change in events, conditions or circumstances on which such statements are based
unless required to do so by applicable laws and regulations.
9
CORPORATE INFORMATION
Directors
Philippe Antoine LARONZE
370, Rte. De Longwy
L-1940 Luxembourg
Bruno Jean-Hugues LARONZE
24 Allée des Acacias
63430 Pont du Château
France
Sharma K. (Sanjeev) GOPAUL
19 Résidence Les Camphriers
Pope Hennessy Street
Curepipe
Mauritius
Company Secretary / Administrator /
Registrar
Credentia International Management Ltd
2nd Floor, The Catalyst
40 Cybercity
Ebène
Mauritius
Registered office
c/o Credentia International Management Ltd
2nd Floor, The Catalyst
40 Cybercity
Ebène
Mauritius
Legal Adviser (Mauritius law)
Thierry Chellen
5th Floor, Unicorn House
5 Royal Street
Port Louis
Mauritius
Main Bankers
The Mauritius Commercial Bank Limited
9th Floor, Sir William Newton Street
Port Louis
Mauritius
State Bank of Mauritius Ltd
Level 9, SBM Tower
1 Queen Elizabeth II Avenue
Port Louis
Mauritius
10
Auditor
BDO & Co
10, Frère Félix de Valois Street
Port Louis
Mauritius
Sponsoring Broker
Anglo-Mauritius Stockbrokers Limited
3rd Floor, Swan Group Centre
10 Intendance Street
Port Louis
Mauritius
Independent Property Valuer
Galthier
92 Bis, Rue Edouard Vaillant
92309 Levallois-Perret Cedex
France
Current Shareholders
Philippe Antoine LARONZE
370, Rte. De Longwy
L-1940 Luxembourg
Bruno Jean-Hugues LARONZE
24 Allée des Acacias
63430 Pont du Château
France
Independent Financial Valuer
Ernst & Young
9th Floor, NeXTeracom Tower1
Cybercity
Ebene
Mauritius
Corporate Adviser
M&S Capital Partners
116, The Junction Business Hub
Callebasses
Mauritius
11
RISK FACTORS
Prospective investors should consider carefully the risks set forth below and the other information
contained in this Admission Document prior to making any investment decision with respect to the
Ordinary Shares. Each of the risks highlighted in this section could have a material adverse effect on the
business, operations, financial condition or prospects of the Company. In addition, each of the risks
highlighted below could adversely affect the trading price of Ordinary Shares or the rights of investors
under the Ordinary Shares and, as a result, investors could lose some or all of their investment.
Prospective investors will be expected to make their own investigations in respect of the investment
described herein, including the merits and risks involved. Each prospective investor should consult its
own advisors including but not limited to advisers as to the financial, legal and related matters and
requirements applicable to them in respect of the acquisition, holding and disposition of investments in
the Company and as to the income and other tax consequences to them of such acquisition, holding and
disposition. Investments in the Company will involve significant risks and are suitable only for persons of
sufficient financial means who can make a long-term investment, can bear the risk of loss of their
investment in the Company and have no need for liquidity in their investment. Prospective investors
should have the financial ability and willingness to accept the risks of an investment in this type of entity
for an indefinite period of time.
Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the
"Securities Act"). The Ordinary Shares have been offered outside the United States in accordance with
Regulation S under the Securities Act ("Regulation S"), and the Ordinary Shares may not be offered,
sold or delivered within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
Suitability of Investment
Potential investors should consider carefully whether an investment in the Company is suitable in view of
their personal circumstances and financial resources. Potential investors are not to construe the contents
of this Admission Document as setting out any advice including tax, business or legal advice. A
prospective investor should consult with its own advisers including legal, business and tax advisers to
determine the appropriateness and consequences of an investment in the Company.
Business risk
Past and current performance does not imply that future trends will follow the same or similar pattern.
There is no certainty and no representations or warranties are given by any party that the Company will
achieve the projections made in this Admission Document. Investors may not get back the full value of
their investment and in certain circumstances investors could lose all of their investment. The price of the
share can go down as well as up.
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Key individuals
The Company is dependent on the skills and experience of the Directors and key personnel and may be
adversely affected if their services cease to be available to the Company.
Availability of investment opportunities
The availability of potential investments that meet the Company’s investment criteria will depend on the
state of the economy and financial markets in the three identified jurisdictions. The Company will be
competing for investments with financial institutions and other institutional investors. The Company can
offer no assurance that it will be able to identify and make investments that are consistent with its
investment criteria or rate of return targets, or that it will be able to fully invest its available capital.
Economic risk
Any future property market recession could materially adversely affect the value of properties. Returns
from an investment in property depend largely upon the amount of rental income generated from the
property and the costs and expenses incurred in the maintenance and management of the property, as
well as upon changes in its market value. Rental income and the market value for properties are
generally affected by overall conditions in the economy, such as growth in gross domestic product,
employment trends, inflation and changes of interest rates. Government authorities at all levels are
actively involved in the promulgation and enforcement of regulations relating to taxation, land use and
zoning and planning restrictions, environmental protection and safety and other matters. The institution
and enforcement of such regulations could have the effect of increasing the expense and lowering the
income or rate of return from, as well as adversely affecting the value of, the Company’s property
portfolio.
Market risk
The market price of an investment owned by the Company may go up or down, sometimes
unpredictably. The value of an investment may decline due to general market conditions, such as real or
perceived adverse economic conditions or general adverse investment sentiment. Investments may also
decline in value due to factors which affect a particular market sector.
Property risk
Investments made by the Company are subject to the general risks associated with property including
but not limited to, fluctuations in the property markets, interest rates, fluctuations in property yields,
changes in local legislation relating to ownership, landlord and tenant, environmental factors and the
unforeseen actions of third parties. Both property values and rental income may also be affected by
competition from other property owners, or the perceptions of prospective buyers or tenants of the
attractiveness, convenience and safety of the properties. Property markets are cyclical and prices are
subject to demand and supply factors over which the Company has no direct control.
13
Property and property related assets are inherently difficult to value due to the individual nature of each
property and the fact there is not necessarily a liquid market or price mechanism. As a result, valuations
may be subject to substantial uncertainty. There is no assurance that the estimates resulting from the
valuation process will reflect the actual sales price even where such sales occur shortly after the
valuation date.
Investments in properties are relatively illiquid and more difficult to realise than equities or bonds. The
price of the Company’s shares may not accurately reflect the value of its underlying assets at or between
valuations.
Currency exchange rates risk
The base currency of the Company is Euros and as such, the returns to investors will be impacted by
currency movements between the Euro and other currencies in which the Company holds investments.
These currency movements may be advantageous or disadvantageous to Euro returns. In addition, an
investor must consider its personal effective ‘base’ currency as any currency movements between the
Euro and the individual’s base currency could result in a loss of capital invested.
Interest rate risks
Adverse movements in interest rates could result in materially adverse performance of the portfolio
performance and as such, investors could incur loss of capital invested.
Land and property ownership rights
Whilst the Company will use all reasonable endeavours to operate property owning structures that
comply with relevant laws and regulations (as well as tax provisions) relating to land and property
ownership by foreign companies as well as with a view to mitigating the tax effect of local tax regulations,
there can be no guarantee that in the future the countries in which the Company operates and/or invests
will not adopt laws and regulations which may adversely impact on the Company’s ability to own and
operate land and property and the returns thereon. Accordingly, in such circumstances, the returns to the
Company may be materially and adversely affected.
Law, regulatory regime and permits
The failure to obtain or to continue to comply with all necessary approvals, licences or permits, including
renewals thereof or modifications thereto, may adversely affect the Company’s performance, as could
delays caused in obtaining such consents due to objections from third parties. Changes in laws relating
to ownership of land could have an adverse effect on the value of shares. New laws may be introduced
which may be retrospective and affect environmental planning, land use and development regulations.
The Company could be adversely affected by delays in, or a refusal to grant, any required governmental
approval for any particular investment, as well as by the application to the Company of any legal or
administrative restriction on making investments.
14
Tax and Regulatory Changes
The tax regimes applying to the Company, the ability of the Company to repatriate its assets and other
operations of the Company are based on regulations which are subject to change through legislative,
judicial or administrative action in the jurisdictions in which the Company operate and invest, thereby
affecting the tax treatment of the Company in these jurisdictions.
Illiquidity of the property market
The property market is affected by many factors, such as general economic conditions, availability of
financing, interest rates and other factors, including investor/buyer supply and demand, that are beyond
the Company’s control. The Company cannot predict whether any member of the Company which owns
Ordinary shares will be able to sell them for the price or on the terms set by it, or whether the price or
other terms offered by a prospective purchaser would be acceptable to it. Nor can the Company predict
the length of time needed to find a willing purchaser and to complete the sale of such shares. The
Company may be required to expend funds to refurbish or to make improvements before a property can
be sold. The Company cannot be certain that it will have funds available to correct such defects or to
make such improvements.
Dividends
Shareholders should note that payment of any future dividends is not guaranteed and will be at the
discretion of the Directors after taking into account various factors including the Company’s operating
results, financial condition and current and anticipated cash needs.
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EXECUTIVE SUMMARY
Overview
The Company has been incorporated in Mauritius to hold 100% of the shares of Global Logistic Services
(“GLS”), a European investment group initiating and supporting specialised service companies,
dedicated to the transport and logistics sector. The group operates mainly in France and Luxembourg
but has also established itself in Russia and Dubai.
The Group has decided to implant itself in Mauritius in line with its internationalisation strategy and
intends to achieve growth through the provision of services on the local market and potentially acquire a
local company involved in the provision of logistics services. It will subsequently seek to expand its
activities in the Indian Ocean region and at a later stage penetrate the African continent.
The Company will be seeking a listing on the Development and Enterprise Market of the Stock Exchange
of Mauritius Limited and will offer 15% of the shares of the Company to investors.
Value creation strategy
The strategy of the Group has been the creation of value of a capital nature for its shareholders through
the acquisition of specialised properties related to the logistics sector (for example, specialised
warehouses) and renting back to clients. The Company will continue to pursue this strategy of in the
short to medium term as opposed to a dividend distribution strategy.
The activities of the Group
The Group operates under the “Cargohub” brand and operates three main business lines which are as
follows:



Cargohub services provides both consulting and logistics services to its clients.
Cargohub Real Estate invests in specific logistics related real estate and provides facility
management services.
Cargohub Trucking is involved in the acquisition and rental of commercial trucks, and provides
added-value services linked to industrial vehicles.
“Cargohub” is a reputed brand in the logistics and transportation sector in France.
Historical and forecast financial performance
The historical financial performance presented in this document for the period from 2010 to 2012 is
typically three years of organic growth with normal operating cycles as per the group’s business model,
without any divestment nor exceptional profits. In 2012, the bulk of the revenue which represented 61%
was generated from the consulting and logistics business line while that of real estate was 39% and
trucking was nearly nil. The trucking activity has started in 2013, and the performance of the business
line will only be reflected in 2014. GLS anticipates a profit of EUR 3.4 million in 2013.
16
As far as the financial position of GLS is concerned, the core of its balance sheet is the investment
properties which have experienced considerable growth since 2010.
These comprise mainly
warehouses and land and are located in the Clermont-Ferrand region in France.
GLS prospects to double its profits over the next five years with logistics consulting remaining the main
generator of revenues. However, the other two business lines will increase their contribution to the
performance of GLS. The group will continue to focus on strengthening its financial position through the
acquisition of new investment properties.
VALUE OF THE COMPANY
The breakdown of the activities of GLS is as follows:
Real Estate = 60%
Consultancy services/organization = 35 %
Trucking = 5 %
The forecast shows that GLS’s value increases every year due to its clever strategy of investment
described above, which creates value for the shareholder in a mechanical manner: growth of real estate
assets value while at the same time decrease of the debt.
The investment properties have been valued by an independent expert (GALTIER). They have revalued the properties based on market value by comparing other similar properties and capitalisation of
future cash flows (EBIT) using a conservative rate.
The valuation method focusing on the assets best reflects the strategy which has been implemented by
the group.
17
TIMETABLE OF PRINCIPAL EVENTS
Approval of the Admission
Document by the LEC of the
SEM
07 January 2014
Propose date of listing
23rd January 2014
Commencement of trading of
Ordinary Shares on the DEM
23rd January 2014
Offer Statistics
Offer Price (per share)
Eur 30.00
Minimum number of Ordinary
Shares being offered on first
day of trading
5,000
Value of the Shares being
admitted on the DEM
Eur 33,840,000
The Offering
A minimum of 5,000 Shares and a maximum of 169, 200 Shares will be available for purchase at a
minimum price of EUR 30.00 per share on the first day of listing on the DEM by way of introduction.
Once listed, the price will be determined by market forces and the Shares will be in registered form.
Valuation methodology
The value of the Company has been determined based on the following methodologies depending on
the nature of the activities/clusters:
1)
2)
3)
Revalued Net Assets approach;
Discounted Cash Flow; and
Market multiple approach (EV/EBIT).
18
The value of the shares reflects the revalued NAV of the Company at 30 September 2013. The revalued
NAV takes into account the revaluation surplus on the properties owned by the subsidiaries and the
revalued amount of the investments in the logistics and trucking clusters. The equity value of the
Company is EUR 33,761,057 on a minority marketable basis 30 September 2013 based on an
independent valuation report by Ernst & Young.
Share price determination
The Offer Price per share has been determined as follows:
Total number of Ordinary Shares issued by the Company := 1,128,000
Valuation of the Company := EUR 33,761,057
Value per Share of the Company := EUR 30.00
19
STATUS OF THE COMPANY
The Company was registered in Mauritius as a public company limited by shares under the name of
Cargohub Capital Ltd and with registered number 116510 on 24th May 2013.
In view of the admission of the Company on the DEM, the entire share capital of GLS was transferred to
the Company as part of the process of implementing the international structure of the Cargohub Group.
The transactions completed as at the date of this Admission Document are:
 10,152 shares held by Mr Philippe Antoine Laronze in GLS were transferred to the Company in
exchange of 1,015,200 Ordinary Shares of the Company being issued to Mr Philippe Antoine
Laronze resulting in Mr Philippe Laronze holding 90% of shares in the Company. The Shares being
offered to the investors will be made available on the first day of trading by Mr Philippe Antoine
Laronze; and
 1,128 shares held by Mr Bruno Jean-Hugues Laronze in GLS transferred to the Company in
exchange of 112,800 Ordinary Shares being issued to Mr Bruno Jean-Hugues Laronze holding 10%
of the share capital of the Company.
It should be noted that there has been no change in shareholding following the creation of the Company.
MAURITIUS REQUIREMENTS
Statements made in this Admission Document are based on the laws and practice of Mauritius as
currently in force and are subject to change.
The Directors will ensure that investment policy of the Company set out in this Admission Document, in
the absence of unforeseen circumstances, be adhered to for at least three (3) years following listing on
the DEM, and that any material change in the investment policy within that period may only be made with
all relevant consents.
MAURITIUS LEGAL SYSTEM
The laws of Mauritius provide for the institution of an independent judiciary based on the concept of
separation of powers and the rule of law. The laws of Mauritius vest the judiciary with the power and
responsibility to administer justice in Mauritius. Although a republic since 1992, Mauritius is still a
member of the Commonwealth and has preserved the right of appeal to the Judicial Committee of the
Privy Council in England.
The legal system of Mauritius is a hybrid system combining more particularly English common law and
the French Napoleonic Code. Whilst the substantive law of obligations remains of French origin, the
modern legislation in the fields of company, banking, finance and taxation have a very strong English
flavour. For instance, the Securities Act, which introduces specific laws for collective investment
schemes, was enacted in 2005.
20
The Act, under which the Company has been registered, largely codifies English common law principles.
Under the Act (read in conjunction with the Code), the Directors of a company have, in particular, the
following duties: (a) to act in good faith and in the best interests of the company, exercising the degree of
care, diligence and skill expected of a person occupying their position, (b) to obtain the authorisation of
shareholders where such authorisation is required by law or by the constitution of the company, (c) to
disclose any conflict of interest and ensure that such interest is duly recorded, (d) to keep proper
accounting records and make them available for inspection in accordance with law and (e) to attend
meetings of the board with reasonable regularity.
The Act prohibits directors of a company from doing certain actions. In particular, the directors of a
company have a duty: (a) not to make use of or disclose any confidential information received by them in
their capacity as directors, (b) not to use the assets of the company for any illegal purpose, and (c) not to
compete with the company or become a director or officer of a competitor except with the approval of the
company.
The FIAMLA provides that a financial institution must take such measures as are reasonably necessary
to ensure that neither it nor any service offered by it, is capable of being used by a person to commit or
to facilitate the commission of a money laundering offence.
The Constitution of Mauritius
The Constitution is the supreme law of Mauritius. It proclaims that Mauritius is a democratic state.
The Constitution guarantees the protection of the fundamental rights and freedoms of the individual,
including: the freedom of conscience, the freedom of association, movement and opinion, the freedom of
expression, the right to hold private property and to be free from racial and other discrimination. The
Constitution also provides for the separation of powers amongst the legislature, the judiciary and the
executive.
The Judiciary
The Judiciary in Mauritius is vested by the Constitution with the powers and duties to administer justice
in Mauritius.
The Supreme Court
The Supreme Court has unlimited jurisdiction to hear and determine any civil or criminal proceedings
under any law other than a disciplinary law and such jurisdiction and powers as may be conferred upon it
by the Constitution or any other law. It is the principal court of original civil and criminal jurisdictions. It
exercises general powers of supervision over all District, Intermediate and Industrial Courts and other
special courts set up by law.
21
The Judicial Committee of the Privy Council
Appeals from the Supreme Court (sitting in its appellate jurisdiction) lie to the Judicial Committee of the
Privy Council.
SUMMARY OF CONSTITUTION
(a) Company’s objects and purposes (Article 4)
4.1
The objects of the Company are as follows:
(a) to engage in any business whatsoever, or in any act or activity, which are not prohibited under any
law for the time being in force in the Republic of Mauritius;
(b) to do all such other things as are incidental to, or the Company may think conducive to, the
attainment of all or any of the above object.
4.2
The Company shall have, for the purposes of Article 4.1 above, full rights, powers and privileges.
(b) Administrative, management and supervisory bodies (Article 10)
Subject to the terms of an administration agreement, the Directors shall appoint as Administrator any
person, firm or corporation carrying on business in Mauritius or elsewhere to manage the Company's
administrative affairs and may entrust to and confer upon the Administrator so appointed any of the
relevant functions, duties, powers and discretion exercisable by them as Directors, (other than the power
to make calls and to forfeit Shares), upon such terms and conditions, including the right to remuneration
payable by the Company, and with such powers of delegation and sub-delegation and such restrictions
as they think fit and either collaterally with or to the exclusion of their own powers.
(c) Management of the Company (Article 22)
22.1 The business affairs of the Company shall be managed by the Board who may exercise all such powers of
the Company as set out by the Act or by this Constitution.
22.2 The Directors may from time to time and at any time by a power of attorney under the Seal, appoint any
company, firm or person or any fluctuating body of persons to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by
the Directors under this Constitution) and for such period and subject to such conditions as they may think fit, and
any such power of attorneys may contain such provisions for the protection and convenience of persons dealing
with any such attorneys as the Directors may think fit, and may also authorise any such attorney to sub-delegate
all or any of the powers, authorities and discretion vested in him.
22
22.3 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments
drawn on the Company, and all receipts for moneys paid to the Company shall be signed, drawn, accepted,
endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time
determine.
(d) Directors (Articles 23-28)
Article 23.
Directors
23.1 Appointment
23.1.1
The Directors of the Company shall be such person or persons as may be appointed from
time to time in accordance with this Constitution.
23.1.2
The minimum period of notice to the Company of the intention to propose a person for
election as a Director, and the minimum period of notice to the Company by such person of his
willingness to be elected, will be seven (7) days. The latest date for lodging such notices shall be
not more than seven (7) days prior to the date of the meeting appointed for such election.
23.2 Number
The Board will consist of at least 3 Directors. The Board may, however, increase the number of
Directors provided that the number of Directors shall not exceed 10. All Directors should be of
sufficient calibre to manage the Company.
23.3 Qualification
No Director shall be required to hold Shares to qualify for an appointment.
23.4 Interests Register
The Directors shall maintain an Interests Register pursuant to Section 190(2) (c) of the Act.
23.5 Remuneration of Directors
The remuneration of the Directors shall be determined by the Company. Such remuneration will
accrue from day to day as approved by a Remuneration Committee, which may vary from time to
time.
Article 24.
Appointment of Directors
24.1 The first Directors shall be the persons whose names appear in the First Schedule to this
Constitution.
24.2 Subject to the provisions of this Constitution, all Directors shall subsequently be appointed by the
Board either to fill any vacancy or as additional Directors and shall hold office until removed by the
Board or by an Ordinary Resolution of the Company or until they vacate the office.
24.3 Subject to the provisions of this Constitution, any person appointed by the Directors to fill a casual
vacancy on or as an addition to the Board shall hold office only until the next following annual
meeting of Shareholders of the Company, and shall then be eligible for re-election.
23
Article 25.
Resignation and removal of Directors
25.1 The office of a Director shall be vacated on the occurrence of any of the following events namely:
25.1.1
If he resigns his office by notice in writing signed by him and left at the Office;
25.1.2
If he becomes insolvent or makes any arrangements or composition with his creditors
generally;
25.1.3
If he ceases to be a Director by virtue of, or becomes prohibited from being a Director by
reason of, an order made under the provisions of any law or enactment;
25.1.4
If, at the time of his appointment he is a Mauritian resident but subsequent to his
appointment, he becomes resident outside Mauritius; or
25.1.5
if he is removed from office by an Ordinary Resolution, subject to his right to claim damages
under any contract it holds with the Company.
25.2 The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in
their number, but if and so long as the number of Directors is reduced below the minimum number
fixed by or in accordance with this Constitution, the continuing Directors or Director may only act
for the purpose of filling up vacancies in their number.
Article 26.
Retirement of directors under an age limit
26.1 Subject to the Constitution and to the Act, the office of a Director of the Company will become
vacant at the conclusion of the annual meeting of the Shareholders commencing next after the
Director attains the age of 70 years.
26.2 Where the office of a Director has become vacant under clause 30.1 above, no provision for the
automatic reappointment of retiring directors in default of another appointment will apply to that
Director.
26.3 However, a person of or over the age of 70 years may by an Ordinary Resolution, of which no
shorter notice is given than that required to be given for the holding of a meeting of shareholders,
be appointed or re-appointed as a director of the Company to hold office until the next annual
meeting or be authorised to continue to hold office as a Director until the next annual meeting of
the Company.
26.4 The Company shall, at any meeting of Shareholders at which a Director retires or is removed, fill
up the vacated office by electing a Director unless the Company shall determine to reduce the
number of Directors.
Article 27.
Transactions with Directors
24
27.1 A Director may hold any other office or place of profit with the Company (other than the office of
the Auditor) in conjunction with his office of Director on such terms as to tenure of office and
otherwise as the Board may determine.
27.2 Subject to the terms of the Act and clause 27.3 below, no Director or intending Director shall be
disqualified by his office from contracting with the Company either as vendor, purchaser or
otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf
of the Company in which any Director is in any way interested be liable to be avoided, nor shall any
Director so contracting or being so interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason of such Director holding that office or of
the fiduciary relationship thereby established.
27.3 Where proposals are under consideration concerning the appointment (including fixing or varying
the terms of appointment) of two (2) or more Directors to offices or employment with the Company
or any company in which the Company is interested, such proposals may be divided and
considered in relation to each Director separately and in such case each of the Directors
concerned (if not otherwise debarred from voting under this Article) shall be entitled to vote (and be
counted in the quorum) in respect of each resolution except that concerning his own appointment.
27.4 If any question shall arise at any meeting as to the materiality of a Director's interest or as to the
entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to
abstain from voting, such question shall be referred to the Chairperson of the meeting and his
ruling in relation to any other Director shall be final and conclusive except in a case where the
nature or extent of the interest of the Director concerned has not been fairly disclosed.
Article 28.
Material Contracts
28.1 Where a Director has a material interest in a transaction entered into or to be entered into by the
Company, such Director shall not, subject to any other provisions of this Constitution and approval
of the SEM:
28.1.1
Vote on any contract or arrangement or any other proposal in which he or his associates
have a material interest nor shall he be counted in the quorum present at the meeting;
28.1.2
Attend a meeting of directors at which a matter relating to the transaction arises and shall
not be counted among the directors present at the meeting for the purposes of a quorum;
28.1.3
Sign a document on behalf of the Company, or do any other thing in his capacity as a
director, that relates to the transaction; and,
28.1.4
subject to compliance with the Act shall not, by reason of his office be accountable to the
Company for any benefit which he derives from such transaction and no such transaction shall be
liable to be avoided on the grounds of any such interest or benefit.
(e) Stated capital (Article 11)
25
The stated capital of the Company shall comprise Ordinary Shares and such other Shares as the
Directors may determine with such preferred or qualified or other special rights or restrictions whether in
regard to voting, dividend and/or return of capital.
Without prejudice to the foregoing, an ordinary share shall confer on the holder:
-
The right to vote at meetings of Shareholders and on a poll to casr one vote for each share held;
-
Subject to the provisions of this Constitution and the rights of other classes of shares, to right to an
equal share of dividends and other distributions made by the Company;
-
Subject to the rights of other classes of shares, the right to an equal share in the distribution of the
surplus assets of the Company
The Directors may issue such number of Shares or fractions thereof, in accordance with Section 52 of
the Act. The Directors may, for the purpose of efficient management, authorise a committee of the Board
to issue Shares on such terms as may be approved by the Directors.
The Directors may refuse to accept any application for the issue of Shares in the Company or accept any
application in whole or in part.
No person shall be recognised by the Company as holding any Share upon trust and the Company shall
not be bound by or recognise (even when having notice thereof) any equitable, contingent, future or
partial interest in any share, or (except only as by this Constitution otherwise provided or as by law
required) any other right in respect of any Share, except an absolute right thereto in the registered
holder.
The Registrar of the Company shall keep or cause to be kept and maintained a register of Shareholders
in the manner required by the Law.
(f) Variation of rights (Article 12)
12.1 All new Shares issued by the Company shall be subject to the provisions of this Constitution and
shall comply with all provisions relating thereto.
12.2 Subject to the provisions of the Law, the Company may by Special Resolution from time to time
reduce its share capital in any way.
(g) Shareholders’ meetings (Article 38)
38.1 The Company shall in each year hold a Shareholders’ Meeting as its Annual Meeting in addition to
any other meeting in that year. Annual Meetings shall be held in Mauritius.
38.2 All Shareholders’ Meetings, other than Annual Meetings shall be called Special Meetings.
26
38.3 The Directors may call on Shareholders who are entitled to vote a Special Meeting whenever they
think fit and Special Meetings shall be convened on such requisition, or in default may be
convened by such requisitions, and in such manner as provided by the Law.
38.4 Chairperson
38.4.1
Where the Directors have elected a chairperson of the Board, and the chairperson of the
Board is present at a meeting of Shareholders, he shall chair the meeting.
38.4.2Where no chairperson of the Board has been elected or if, at any meeting of Shareholders, the
chairperson of the Board is not present within 15 minutes of the time appointed for the
commencement of the meeting, the Directors present shall elect one of their numbers to be
chairperson of the meeting.
38.4.3Where no Director is willing to act as chairperson, or where no Director is present within 15
minutes of the time appointed for holding the meeting, the Shareholders present may choose one
of their number to be chairperson of the meeting.
38.5 Notice of Shareholders meetings
38.5.1
Subject to the provisions of the Act relating to agreements for shorter notice, fourteen (14)
clear days' written notice at least specifying the place the day and the hour of the meeting, the
terms of any resolutions to be proposed and attaching any relevant documents , and in the case of
special business the general nature of such business shall be given in the manner hereinafter
mentioned to such persons as are under the provisions of this Constitution or the conditions of
issue of the Shares held by them entitled to receive notices from the Company. A notice may be
given by the Company to any Shareholder, either personally or by sending it by post or facsimile or
telex to him at his registered address (including any registered address outside of Mauritius) or by
electronic mail, provided the Shareholders have consented thereto, or to the address supplied by
him or the Company for the giving of notices.
38.5.2The Shareholders, the Administrator, the Directors, and the Auditors shall be entitled to receive
notice of and attend and speak at any Annual Meeting of the Company, or such Shareholders
meeting as the Board may deem fit.
38.5.3In every notice calling a meeting of the Company, or of any there shall appear with reasonable
prominence a statement that a Shareholder entitled to attend and vote is entitled to appoint one or
more proxies to attend and vote in his stead of him and that a proxy need not also be a
Shareholder.
38.5.4The accidental omission to give notice to or the non-receipt of notice by, any person entitled to
receive notice shall not invalidate the proceedings at Shareholders meeting.
(h) Provisions that would have an effect of delaying, deferring or preventing a change in
control of the Company (Article 17.2)
17.2 Fully-paid Shares which are listed may be subject to restrictions provided that the restrictions are
not such as preventing dealing in the Shares from taking place on an open and proper basis.
27
28
FINANCIAL INFORMATION
CONSOLIDATED AUDITED FINANCIAL STATEMENTS 31ST DECEMBER 2012; 31ST DECEMBER
2011 AND AUDITED FINANCIAL STATEMENTS (COMPANY) 31ST DECEMBER 2010) FOR GLOBAL
LOGISTICS SERVICES S.A
HISTORICAL FINANCIAL POSITION
2012
2011
2010
Consolidate
d
EUR
Consolidate
d
EUR
236,897
231,897
231,897
55,816
57,153
35,247
52,544,999
51,598,872
34,423,619
999,233
572,107
252,675
-
-
7,696,690
407,916
257,136
200,562
1,724,767
1,481,767
-
55,969,628
54,198,932
42,840,690
-
35,000
-
4,790,703
3,027,370
4,320,277
452,020
2,103,446
2,435,009
5,242,723
5,165,816
6,755,286
61,212,351
59,364,748
49,595,976
Company
EUR
Assets
Non-current assets
Goodwill
Other intangible assets
Investment properties
Furniture, fittings and equipment
Investments
Other financial assets
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
29
Equity and liabilities
Equity
Share capital
2,072,136
2,072,136
4,562,941
4,624,881
4,297,397
6,443,438
8,795,455
5,709,320
3,908,965
15,492,472
12,078,853
14,915,344
29,727,848
32,977,861
23,990,327
89,772
376,368
284,300
7,564,065
37,381,685
6,288,871
39,643,100
4,303,754
28,578,381
3,728,710
3,878,794
4,392,153
3,556,821
2,719,951
217,331
207,180
417,203
8,338,194
7,642,795
6,102,251
Total liabilities
45,719,879
47,285,895
34,680,632
Total equity and liabilities
61,212,351
59,364,748
49,595,976
Other reserves
Retained earnings
Non-controlling interests
Non-current liabilities
Loans and borrowings
Other provisions
Deferred tax liabilities
Current liabilities
Loans and borrowings
Trade and other payables
Provisions
30
2,965,097
HISTORICAL INCOME STATEMENT
2012
2011
Consolidated Consolidated
EUR
EUR
Revenue
Cost of operation
2010
Company
EUR
11,819,883
(7,451,098)
9,745,072
(5,671,619)
7,531,234
(5,030,551)
Gross profit
Other operating income
4,368,785
1,396,918
4,073,453
3,352,473
2,500,683
360,235
Operating profit
5,765,703
7,425,926
2,860,918
Net finance costs
(819,336)
(839,011)
(546,023)
4,946,367
6,586,915
2,314,895
(1,554,119)
(2,353,172)
(571,625)
Profit for the year
3,392,248
4,233,743
1,743,270
Attributable to:
Owners of the parent
Non-controlling interests
3,392,248
-
4,233,743
-
1,743,270
-
3,392,248
4,233,743
1,743,270
301
375
155
Profit before tax from
continuing operation
Taxation
Earnings per share
31
FORECAST FINANCIAL STATEMENTS OF GLS: 2013-2017
The below shows the financial positions for GLS
Forecast
Forecast
Forecast
Forecast
Forecast
2013
2014
2015
2016
2017
EUR
EUR
EUR
EUR
EUR
236,897
236,897
236,897
69,298
85,965
85,965
Furniture, fittings and
equipment
600,000
600,000
600,000
Investment properties
63,610,000
80,207,500
96,805,000
400,000
400,000
400,000
1,800,000
1,800,000
1,500,000
66,716,195
83,330,362
99,627,862
5,130,054
5,737,669
6,398,860
Assets
Non-current assets
Goodwill
Intangible assets
Other financial assets
Deferred tax assets
236,897
85,965
600,000
113,402,500
400,000
1,000,000
115,725,362
236,897
85,965
600,000
130,000,000
400,000
1,000,000
132,322,862
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
261,026
300,000
400,000
5,391,080
6,037,669
6,798,860
72,107,275
89,368,031
106,426,722
32
7,338,010
7,472,266
450,000
500,000
7,788,010
7,972,266
123,513,372
140,295,128
Equity and liabilities
Equity
Share capital
2,072,136
2,072,136
Share premium
4,624,881
4,624,881
12,222,956
2,072,136
2,072,136
2,072,136
16,610,951
4,624,881
22,080,658
4,624,881
28,590,240
4,624,881
35,598,669
18,919,973
23,307,968
28,777,675
35,287,257
42,295,686
33,681,065
43,260,884
51,754,929
100,000
100,000
9,172,829
10,694,536
42,953,893
54,055,420
250,000
250,000
Trade and other payables
5,065,420
6,334,461
Loans and borrowings
4,917,989
5,420,182
6,505,955
10,233,409
12,004,643
Total liabilities
53,187,302
Total equity and liabilities
72,107,275
Retained earnings
Non-current liabilities
Loans and borrowings
Provisions
Deferred tax liabilities
59,135,119
66,262,137
100,000
100,000
100,000
12,331,032
14,082,314
64,185,961
73,317,433
250,000
250,000
250,000
7,038,872
7,565,938
15,948,385
82,310,522
Current liabilities
Provisions
6,707,131
7,872,982
13,463,086
7,619,810
14,908,682
15,688,920
6,060,063
77,649,047
88,226,115
97,999,442
89,368,031
106,426,722
123,513,372
140,295,128
33
The financial projections of Global Logistics Services S.A are set out below.
Forecast
Forecast
Forecast
Forecast
Forecast
2013
2014
2015
2016
2017
EUR
EUR
EUR
EUR
EUR
Revenue
13,423,235
15,740,998
18,639,813
21,551,679
24,273,141
Cost of operations
(8,694,925)
(10,090,239)
(11,176,135)
(12,274,917)
(13,900,780)
Gross profit
4,728,310
5,650,759
7,463,678
9,276,762
10,372,361
Other operating income
747,490
1,225,166
1,156,598
1,087,721
1,023,348
Operating profit
5,475,799
6,875,925
8,620,276
10,364,484
11,395,709
Net Finance costs
(748,246)
(952,118)
(1,237,010)
(1,485,167)
(1,703,044)
Profit before tax from
continuing operation
Income tax
4,727,553
5,923,807
7,383,266
8,879,317
9,692,665
(1,485,369)
(1,861,225)
(2,319,778)
(2,789,828)
(3,045,378)
Subsidies - Luxembourg
185,317
325,413
406,219
420,094
361,141
Profit for the year
3,427,501
4,387,995
5,469,707
6,509,582
7,008,428
Retained earnings last year
Accumulated retained
earnings
8,795,455
12,222,956
16,610,951
22,080,658
28,590,240
12,222,956
16,610,951
22,080,658
28,590,240
35,598,669
Ordinary shares in issue
11,280
11,280
11,280
11,280
11,280
Earnings per share
304
389
485
577
621
Notes:
The forecasts are based on the audited consolidated financials of Global Logistics Services S.A (GLS for
2011 and 2012, prepared by Exco Clermont-Ferrand and the financials of GLS for 2010 (the 2010
accounts have been audited but not consolidated). It should be noted that the financials of the
subsidiaries of GLS have been audited by KPMG.
34
GLS is involved in the transport and logistics services sector and its revenue is mainly derived from 3
activities:
 consultancy services in Logistics;
 Real Estate; and
 Trucking.
The estimates show an optimisation of its existing and future resources based on an original,
professional and innovative approach.
GLS’s consultancy services generate profitable results without requiring huge investments. In fact, due
to the flexibility of its business activities, GLS can use free cash flows generated from its operations to
finance its projects, especially real estate investment.
Investment properties which represent more than 85% of GLS’s total assets are funded by finance lease,
not exceeding 12 years. GLS has a policy to buy properties at competitive price and the higher costs
incurred in the finance lease in the first 5 years, ensure that only 50% would have to be paid as from the
5th year.
However, if the rental income from investment properties does not allow GLS to repay its finance lease,
the Company might use cash flows from other operations. When the debt decreases, the net asset
value of GLS rises. Value creation occurs in a mechanical manner. As a result, the shareholder benefits
from this value creation.
Assumptions on operational performance over the 5 years
Logistics: Despite an average increase of 17% between 2011 and 2013, we have opted for a
conservative approach and have applied an increase of 4% for the years after in the forecast.
Real estate: The continuous programs of GLS allows the group to achieve an average growth rate of
more than 26%, with a slight decline afterwards to be more prudent. Due to its competitive acquisition
strategy, GLS has been able to charge very competitive rentals compared to the market and has always
achieve an occupancy rate of 100%, as evidenced in previous years.
Rental agreements are entered with clients for a continuous period of 3, 6 & 9 years and we are
confident that these contracts will be renewed. As such, revenue shown in the forecast would not be
materially affected.
The rental income has not been increased to cater for inflation (1-3%) and the proposed average price of
rent used in the forecast is EUR 50.49/m2.
Trucking: As indicated in its business plan, GLS’s objective is to develop this new activity and has
targeted to increase the number of contracts from 30 in 2013 to 230 in 2017.
We have not included other intangible assets in the forecast like the trade mark Cargohub and the value
creation generated thanks to the specific organisation of the company and its client portfolio.
Moreover the different concepts of CARGOHUB (Cargohub Centre, Cargohub Village & Cargohub
Solution) will also generate value for GLS in the future. These intangible assets have not been evaluated
yet.
35
36
Investment properties: The investment properties have been valued by an independent valuer, namely
GALTIER. They have revalued the properties based on market value by comparing other similar properties and
capitalisation of future cash flows (EBIT) using a conservative discount rate of 9%.
The Company will make an additional investment of EUR 10m in 2013, then an additional investment of
EUR 15m each year up to 2017. Out of these investments, foreign investments will constitute 30% in
2014 and this will increase up to 70% in 2017.
The investment properties are amortised over 40 years and are financed by lease over a period of 12
years, with a finance cost limited to 1.2% -1.7%.
Comment
Based on the commendable performance of the Company as illustrated in the forecast, EBITDA would
increase from 35% in 2013 to 53% in 2017 and EBIT, from 41% in 2013 to 45% in 2017. The earnings
per share would increase from EUR 304 in 2013 to EUR 596 in 2017, which represents an increase of
49% over the 5 years.
The flexibility of operations allows the Company to reach breakeven in 4 months if we consider a return
to investors of 9.46%. Moreover, the increase in cash from operating activities of EUR 7m annually and
the reduction of debts would ensure that the value of Company increases every year.
EXPENSES IN RESPECT OF THE APPLICATION FOR LISTING
The approximate expenses in respect of the application for listing are estimated at EUR 36,675 made up
as follows:
Application fee
Reporting Accountant’s fee
Formation and legal fees
Sponsor fee
Printing and other related costs fees
EUR 1,875
EUR 4,000
EUR 22,800
EUR 3,000
EUR 5,000
The listing expenses will be borne by the promoter of the Company.
Also, no commissions, discounts, brokerages or other special terms have been arranged or agreed
within the 2 years immediately preceding the issue of this Admission Document in connection with the
issue or sale of any capital of any member of the group.
37
MANAGEMENT OF THE COMPANY
DIRECTORS
The Directors are responsible for managing the business of the Company and determining the overall
investment objectives and policies of the Company. The Directors may appoint additional Directors from
time to time and any Director may be removed by a resolution of the Shareholders entitled to vote at
general meetings.
The following persons are Directors of the Company as at the date of this Admission Document:
Philippe Antoine LARONZE (Executive Director) – 58 years
Mr Laronze is the founder and president of the GLS group and has more than 30 years’ experience in
the logistics and transport sector in Europe, Belarus and Dubai. He decides the strategic approach of the
group and the long term vision.
After creating his first transport company in Clermont-Ferrand (France) in September 1977, he led it
during 13 years, through internal and external growth, to the position of leader in its region. In 1989, he
sold the company and in 1990, created a consulting company in strategic development specialized in
shipping. The idea was to assist and guide leaders of the sector in implementing their transport strategy
and organize the outsourcing part of it through:
- Merger / acquisition,
- Creation and animation of companies’ networks,
- Recommendation and creation of Joint Venture
- Creation of subsidiaries abroad,
- Organization of business combinations, targets research, support and negotiation.
In parallel, Philippe Laronze invested in various real estate transactions in Clermont area.
In 1998 he created the first web-based structure for Transport stakeholders (Net-Trans). He developed a
web portal, a job website for transport professionals (job transport) and software holding a smart
matching between supply and demand of transport (sold to Geodis at the end of 2001).
Also involved in trucking, he bought and developed a business in this sector. The wide range of activities
he experienced and his recognition on the market, allowed him to create a Luxembourg holding
company Global Logistics Services SA, structuring the different activities.
He also created a company to develop real estate investments on a Sales & Lease back model for the
major players in the transport and logistics sector under the brand Cargohub.
38
Bruno Jean-Hugues LARONZE (Executive Director) – 48 years
Bruno holds a diploma in Transport & Logistics and has more than 20 years’ experience in the transport
and logistics sector in France. He is now the general manager of the group and is in charge of the
administration, finances and operations. Through his wide experience in the operational area of logistics,
he has been able to acquire excellent technical skills.
He will supervise the operations of the group from the European side and sit on the administration
committee.
Sharma K. Sanjeev Gopaul (Executive Director) – 40 years
Sanjeev is the founder of Credentia International (), an international group engaged in capital raising,
fiduciary services, real estate, private wealth and family office services.
He is a Fellow and Graduate Statistician of the Royal Statistical Society of United Kingdom and holds a
Master of Business Administration in Finance from Australia and a Master of Science in Statistics.
Over the years, Sanjeev has been involved with the structuring of investments targeted towards
emerging and frontier markets. His expertise primarily lies in cross border corporate and tax structuring,
offshore fund structuring, estate planning, deal making, fund raising and listings. He advises HNW and
ultra HNW individuals looking for global investment and private wealth solutions. Sanjeev also assists
institutional clients for their international expansion, relocation or setting of headquarters in major
financial centres of the world.
Sanjeev has been sitting on the board of collective investment schemes, listed companies and
brokerage companies. He has been instrumental in the listing of the first international company trading
and settling in US$ of the Stock Exchange of Mauritius.
39
COMPANY SECRETARY/ ADMINISTRATOR / REGISTRAR
The Company has appointed Credentia to provide its registered office and administration and registrar
services to the Company as required under the Law.
BANKERS
The Mauritius Commercial Bank Limited and the State Bank of Mauritius have been appointed as
Bankers.
AUDITOR
The Company has appointed BDO & Co as the Registered Auditor of the Company.
LEGAL COUNSEL
Thierry Chellen has been appointed as counsel as to Mauritius law by the Company.
SPONSORING BROKER
Anglo-Mauritius Stockbrokers has been appointed to act as the Sponsoring Broker of the Company in
connection with the listing of the Shares on SEM.
INDEPENDANT FINANCIAL VALUER
Ernst & Young was appointed to perform the independent financial valuation of GLS. The information
provided in the valuation report has been accurately reproduced and that as far as the Company is
aware and is able to ascertain from information published by Ernst & Young, no facts have been omitted
which would render the reproduced information inaccurate or misleading.
40
CONFLICTS OF INTEREST
Attention is drawn to the following potential conflicts of interest:
The Company Secretary and the other service providers (to be appointed) and their respective holding
companies, holding companies’ shareholders, any subsidiaries of their holding companies and any of
their directors, officers, employees, agents and affiliates (collectively the “Interested Parties”) may be
involved in other financial, investment or other professional activities which may on occasion cause
conflicts of interest with the Company.
By acquiring Shares in the Company hereby offered, a Shareholder will be deemed to have
acknowledged the existence of such actual and potential conflicts of interest and to have waived, to the
fullest extent permitted by applicable law, any claim with respect to the existence of any such conflicts.
Excluding the current Shareholders, the Company has no knowledge of any person being directly or
indirectly interested in five per cent (5%) or more of the Shares of the Company carrying rights to vote in
all circumstances at the meeting of Shareholders of the Company.
41
SHARES OF THE COMPANY
STATED CAPITAL
The stated capital of the Company shall comprise of 100 Ordinary Shares of 1.00 Mauritius Rupee each
and such other Shares issued in respect of the Company as the Directors may determine with such
preferred or qualified or other special rights or restrictions whether in regard to voting, dividend and/or
return of capital. The Company has sought the approval of the Registrar of Companies with regards to
stating its capital in EURO and awaits to receive such approval. The Directors may issue such number of
Shares or fractions thereof, in accordance with Section 52 of the Act.
Subject to the provisions of the Constitution, all Shares in the Company shall be under the control of the
Directors who may issue, allot and dispose of or grant options over the same to such prospective
investors, on such terms and in such manner as they may from time to time determine.
The Company Secretary shall keep or cause to be kept a register of Shareholders in the manner
required by the Law.
The Company has not granted any commissions, discounts, brokerages or other special terms since its
incorporation in connection with the issue or sale of any capital of any member of the group.
The capital of the Company or that of any member of the Cargohub Group is not under option, or agreed
conditionally or unconditionally to be put under option.
Ordinary shares
The Ordinary Shares shall confer on the holder the right to one vote for each share held at a meeting of
the Company.
The Ordinary Shares, except as otherwise provided in the Constitution, entitle the holder to receive
notice of, attend or vote at meetings of the Company. The Shares are in registered form, are not
convertible equity shares, options or warrants (or similar rights) and have the right to participate equally
in any dividends declared by the Company.
42
Upon winding up
Subject to the Constitution and to the terms of issue of any Shares in the Company, upon the winding up
of the Company, the assets, if any, remaining after payment of the debts and liabilities of the Company
and the costs of winding up (the surplus assets), shall be distributed among the shareholders in
proportion to their shareholding.
The holders of Shares not fully paid up shall only receive a proportionate share of their entitlement being
an amount paid to the Company in satisfaction of the liability of the shareholder to the Company
pursuant to the terms of the issue of the Shares.
Where the Company is wound up, the liquidator may, with the sanction of a Special Resolution of the
Company, divide in kind amongst the members, the assets of the Company, whether they consist of
property of the same kind or not, and may for that purpose set such value as he deems fair upon any
property to be divided and may determine how the division is to be carried out as between the
shareholders or different classes of shareholders.
MODIFICATION OF RIGHTS
Subject to the provisions of the Law, all or any of the special rights for the time being attached to any
Share for the time being issued may (unless otherwise provided by the terms of issue of such Shares or
the Constitution) from time to time (whether or not the Company is being wound up) be altered or
abrogated with the sanction of a Special Resolution passed at a separate meeting of holders of such
Shares. To any such separate Shareholders’ Meeting relating to modifications of rights all the provisions
of the Constitution as to Shareholders’ meetings of the Company shall mutatis mutandis apply.
Any modification of rights of any Shares approved by the Shareholders shall be duly notified to such
holders. The rights attached to the Shares shall not be deemed to be varied by the creation or issue of
any shares, ranking pari-passu with or in priority to them with regard to participation in the profits or
assets of the Company.
ELIGIBLE INVESTORS
Shares of the Company will be offered to Eligible Investors. The distribution of this Admission Document
and the offering of Shares may be restricted in certain jurisdictions. It is the responsibility of persons in
possession of this Admission Document and wishing to purchase Shares to inform themselves of and to
observe, all applicable laws and regulations of any relevant jurisdiction. Prospective purchasers for
Shares should inform themselves as to all requirements also applying, including applicable exchange
control regulations, legal and tax requirements in relevant jurisdictions including the countries of their
respective citizenship, residence or domicile.
43
PURCHASE OR OTHER ACQUISITION OF OWN SHARES
For the purposes of section 68 of the Act and/or any other relevant rules made under the Securities Act,
the Company shall be expressly authorised, subject to approval by the Board in accordance with section
69(2) of the Act, to purchase or otherwise acquire Shares issued by it. Subject to any restrictions or
conditions imposed by law, the Company shall be expressly authorised to hold as Treasury Shares
acquired by it pursuant to section 68 or 110 of the Act.
NET ASSET VALUATION
The Net Asset Value of the Company shall be expressed as determined by the Directors.
DISTRIBUTION POLICY
The Company does not intend to distribute dividends for the time being in line with its strategy of
reinvesting earnings to fund expansion.
The Directors may authorise a distribution by way of dividend at a time and of an amount they think fit if,
pursuant to the solvency test provided for under Mauritius law, they are satisfied, on reasonable
grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its
liabilities and the Company will be able to pay its debts as they fall due.
Dividends may be paid not only by cash considerations but also in terms of shares and other property.
Any amount paid up in advance of calls on any share may carry interest but shall not entitle the holder of
the share to participate in a dividend which shall be declared subsequently.
Where a Shareholder is untraceable, the Company shall not sell its shares, unless at least these
dividends in respect of the Shares in question have become payable and no dividend during that period
has been claimed; and on the date of expiry, the Company gives notice of its intention to sell the Shares
through an advertisement published in at least two widely circulated newspapers in Mauritius and notifies
the SEM of its intention to sell the Shares.
The power to cease the sending of dividend warrants by post, whereby such warrants have been left
uncashed shall not be exercised until the said warrants have been left uncashed on two (2) consecutive
occasions. Exceptionally, after the first occasion, the said power may be exercised whereby such a
warrant is returned undelivered and the result of reasonable enquiries for the establishment of any new
address with regards to the registered holder was a failure.
Notice of any dividend that may have been declared shall be given to each Shareholder and all
dividends unclaimed for five (5) years after having been declared may be forfeited by Resolution of
Directors for the benefit of the Company.
No dividend shall bear interest as against the Company and no dividend shall be paid on any treasury
shares.
The Company has not commenced operations since the date of its incorporation and, as at the date of
this Admission Document, the Company has not prepared any accounts or declared any dividends.
44
TRANSMISSION OF SHARES
In case of the death of a Shareholder, the survivors or survivor where the deceased was a joint holder,
and the executors or administrators of the deceased where he was a sole or only surviving holder, shall
be the only persons recognised by the Company as having title to his interest in the Shares, but nothing
in this Article shall release the estate of the deceased holder whether sole or joint from any liability in
respect of any share solely or jointly held by him.
Any guardian or other legal representative of a Shareholder under legal disability and any person entitled
to a Share in consequence of the death or insolvency of a Shareholder shall, upon producing such
evidence of his title as the Directors may require, have the right either to be registered himself as the
holder of the Share or to make such transfer thereof of the infant, deceased or insolvent Shareholder
could have made.
A person so becoming entitled to a share in consequence of the death or insolvency of a Shareholder
shall have the right to receive and may give a discharge for all moneys payable or other advantages due
on or in respect of the share, but he shall not be entitled to receive notice of or to attend or vote at
meetings of the Company, nor save as aforesaid, to any of the rights or privileges of a Shareholder
unless and until he shall be registered as a Shareholder in respect of the share PROVIDED ALWAYS
THAT the Directors may at any time give notice requiring any such person to elect either to be registered
himself or to transfer the share and if the notice is not complied with within ninety days the Directors may
thereafter withhold all moneys payable or other advantages due in respect of the share until the
requirements of the notice have been complied with.
UNDERWRITING
No arrangements have been made for the underwriting of the issue on behalf of the Company.
45
TAXATION AND EXCHANGE CONTROL
MAURITIUS TAX CONSIDERATIONS
The Company is chargeable to Mauritius income tax at a rate of 15 %. There is no capital gains tax on
the disposal of securities in Mauritius. Dividends paid by the Company to its Shareholders and interest
paid by the Company to non-resident lenders are exempt from Mauritius income tax. There is no tax in
Mauritius on capital distributions (whether by way of redemption of shares or a reduction of capital) made
to the shareholders of the Company. There is no withholding tax in Mauritius. The Company will not be a
taxable entity for U.S. federal income tax purposes. In view of the particularized nature of tax
consequences, each prospective investor is advised to consult its own tax advisor with respect to the
specific tax consequences of being an investor in the Company.
SHAREHOLDERS
Prospective investors and Shareholders should inform themselves and obtain advice as to any tax
consequences particular to their circumstances arising in the jurisdiction in which they are resident or
domiciled for tax purposes in connection with the acquisition, ownership, redemption or disposition of
Shares.
EXCHANGE CONTROL
The Company is currently not subject to any exchange control restrictions in Mauritius. Any payments
made to or by the Company are therefore not restricted by any applicable exchange control regulations.
The Company will however have to comply with the exchange control regulations of the countries where
the investments are envisaged.
CORPORATE GOVERNANCE
The Code currently recommends that the board of Directors of a listed company should have an
appropriate balance of executive, non-executive and independent directors under the firm and objective
leadership of a chairperson to ensure satisfactory performance within a framework of good governance
to serve the interests of all the stakeholders of the company.
It is essential for the protection of shareholder interests (including minority interests) that the board has
some directors who are independent from the company and from any dominant shareholder. All
companies should have at least two independent directors on their boards, as defined in this Code.
The Code further recommends that all boards should have a strong executive management presence
with at least two executives as members. All companies should have, at a minimum, an audit committee
and a corporate governance committee.
The Company intends to comply with the Code as described above.
46
Table showing Directors Interest in Shares
Philippe
Antoine
Laronze
Bruno
JeanHugues Laronze
Sharma
K
(Sanjeev) Gopaul
Total
Direct interest
(Shares)
1,015,200
Direct (%)
Indirect (%)
90
Indirect interest
(Shares)
-
112,800
10
-
-
-
-
-
-
1,128,000
100
-
Table showing Directors Interest in Shares with 10% in public hands
Philippe
Antoine
Laronze
Bruno
JeanHugues Laronze
Sharma
K
(Sanjeev) Gopaul
Shares in public
hands
Total
Direct interest
(Shares)
902,400
Direct (%)
Indirect (%)
80
Indirect interest
(Shares)
-
112,800
10
-
-
-
-
-
-
112,800
10
1,128,000
100
47
-
OTHER INFORMATION
REPORTING
The Company produces annual reports containing the audited financial statements of the Company
which will normally be sent to each Shareholder as per IFRS, within ninety (90) days of the conclusion of
the Company’s fiscal year. The financial year will end 31 December in each year. All financial reports of
the Company will be prepared in accordance with International Accounting Standards. The first financial
year end for the Company will end on 31 December 2013.
ANTI-MONEY LAUNDERING PROCEDURES
As part its responsibility for the prevention of money laundering, the Company, the Administrator, its
affiliates, subsidiaries or associates will require a detailed verification of each Shareholder’s identity and
the source of the payment. Depending on the circumstances of each Shareholder, a detailed verification
might not be required in the case of Shareholders qualifying under the reduced or simplified due
diligence regime based on Clause 4.3 of the Code on the Prevention of the Money Laundering &
Terrorist Financing issued by the FSC.
The Company and the Administrator reserve the right to request such information as is necessary to
verify the identity of a subscriber at any time between the application for subscription and the
redemption. In the event of delay or failure by the Shareholder to produce any information required for
verification purposes, the Administrator may refuse to accept the application and the subscription monies
relating thereto or, where applicable, a transfer request.
An individual will be required to produce a copy of a passport or identification card duly certified by a
notary public together with a current utility bill or bank statement to verify their residential address.
Corporate applicants will be required to produce a certified copies of (i) their certificate of incorporation
and any change of name (or other recent document evidencing the existence of the legal entity), (ii) their
Memorandum and Articles of Association or Constitution or other constitutive document, as the case
may be (iii) their register of directors or an excerpt from the trade register held at the relevant chamber
of commerce and the approval and signatory card verifying the authority of officers to sign on behalf of
the corporate entity and (iv) details of the shareholders holding 10% or more of the issued share capital
in addition to details of the ultimate beneficial owners. Trusts, partnerships (or entities which are not a
separate legal body) which subscribe for Shares must demonstrate organisational documents that verify
both their existence and the authority of one or more signatories to sign subscriptions on their behalf, in
a form satisfactory to the Directors.
No redemption payment may be made to any Shareholder unless the original subscription agreement
has been received by the Administrator and all of the necessary anti-money laundering checks have
been completed.
Each subscriber for Shares acknowledges that the Administrator shall be held fully indemnified and
harmless against any loss arising as a result of a failure to process his application for Shares if such
information and documentation as requested by the Administrator has not been provided by the
applicant.
48
49
TRANSACTIONS WITH DIRECTORS
A Director may hold any other office under the Company (other than the office of the Auditor) in conjunction
with this office of Director on such terms as to tenure of office and otherwise as the Board may determine.
A Director shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into
or to be entered into by the Company, disclose the interest to all other Directors.
A disclosure to all other Directors to the effect that a Director is a member, director or officer of another
named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be
regarded as interested in any transaction which may, after the date of the entry into the transaction or
disclosure, of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest
in relation to that transaction.
A Director of the Company having a material interest in a transaction entered into or to be entered into by
the Company shall not:
(i) vote on a matter relating to the transaction in which he or his associates have a material interest;
(ii) attend a meeting of Directors at which a matter relating to the transaction arises and shall not be
counted among the Directors present at the meeting for the purposes of a quorum;
(iii)sign a document on behalf of the Company, or do any other thing in his capacity as a Director, that
relates to the transaction;
and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company
for any benefit which he derives from such transaction and no such transaction shall be liable to be
avoided on the grounds of any such interest or benefit.
MATERIAL CONTRACTS
No contracts or arrangements have been entered into (other than contracts entered into in the ordinary
course of business) by any member of the Company, either (i) immediately preceding the date of this
document which are or may be material or (ii) which contain any provision under which any member of
the Company has any obligations or entitlements which are, or may be material, as at the date of this
document.
50
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection at the Company’s registered address,
Credentia International Management Ltd, 2nd Floor, The Catalyst, 40 Cybercity, Ebène, Mauritius during
normal business hours on any weekday (excluding Saturdays and public holidays) from the date of
publication of this document.
1. The “Statuts” of Global Logistics Services S.A;
2. The Constitution of the Company;
3. The Company’s Certificate of Incorporation;
4. The Company’s Business Registration card;
5. This Admission Document signed by the Directors;
6. Sponsorship Agreement by the Company and Anglo-Mauritius Stockbrokers Limited;
7. Audited Consolidated Financial Statements of GLS as at 31st December 2012, 2011 and Audited Financial
Statement of GLS (company) as at 31st December 2010;
8. The property valuation report by Galthier;
9. The full financial valuation report by Ernst & Young; and
10. Detailed business plan.
51