SOFTLOGIC FINANCE PLC PROSPECTUS

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2 SOFTLOGIC FINANCE PLC PROSPECTUS AN INITIAL ISSUE OF FOURTEEN MILLION (14,000,000) RATED, REDEEMABLE, GUARANTEED DEBENTURES AT A FACE VALUE OF LKR 100/- EACH TO RAISE SRI LANKA RUPEES ONE BILLION FOUR HUNDRED MILLION (LKR 1,400,000,000/-) TO BE LISTED ON THE COLOMBO STOCK EXCHANGE Rated AAA by RAM Ratings (Lanka) Limited ISSUE OPENS ON 21 AUGUST 2014 MANAGERS TO THE ISSUE: FIRST CAPITAL LIMITED

3 PROSPECTUS This Prospectus is dated 05 August 2014 This Prospectus has been prepared by First Capital Limited from the information provided by Softlogic Finance PLC (hereinafter sometimes referred to as SFP or the Company ). The Directors of the Company, collectively and individually, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained herein is true and correct in all material respect and that there are no other material facts, the omission of which, would make any statement herein misleading. While SFP has taken reasonable care to ensure full and fair disclosure, it does not assume any responsibility for any investment decisions made by the investors based on information contained herein. In making an investment decision, prospective investors must rely on their own examination and assessments of the Company including the risks involved. No person is authorised to give any information or make any representation in connection with the Debentures other than the information and representations contained in this Prospectus and if given or made, any such information or representation must not be relied upon as having been authorised by the Company. The reporting Accountants and Auditors of SFP, the Managers to the Issue, Registrars to the Issue, Trustees, Lawyers to the Issue, Company Secretary and the Rating Agency have given their written consent for the inclusion of their names and their reports/statements in the Prospectus. Registration of the Prospectus A copy of this Prospectus has been registered with the Registrar General of Companies in Sri Lanka in accordance with the Companies Act No. 07 of 2007 (The Companies Act ). The delivery of this Prospectus shall not under any circumstance constitute a representation or create any implication or suggestion that there has been no material change in the affairs of SFP since the date of Prospectus. If you are in any doubt regarding the contents of this document or if you require any clarification or advice you may consult your Stockbroker, Bank Manager, Lawyer or any other Professional Advisor in this regard. The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair disclosure of information in this Prospectus. However, the CSE assumes no responsibility for accuracy of the statements made, opinions expressed or reports included in this Prospectus. The interest rate, Redemption and other terms and conditions of the Debentures issued herein have been decided by the Company. 2

4 All Applicants should indicate in the application for Debentures, their CDS Account Number. As per Rule of the CSE Listing Rules, all Debentures allotted shall be directly uploaded to the CDS. Applicants who do not have a CDS Account are advised to open a CDS account prior to making the application, in order to facilitate the uploading of allotted Debentures to the CDS. PLEASE NOTE THAT UPON THE ALLOTMENT OF DEBENTURES UNDER THIS ISSUE, THE ALLOTTED DEBENTURES WOULD BE CREDITED TO THE APPLICANT S CDS ACCOUNT SO INDICATED. PLEASE NOTE THAT DEBENTURE CERTIFICATES SHALL NOT BE ISSUED. APPLICATIONS WHICH DO NOT CARRY THE CDS ACCOUNT NUMBER, WHICH IS NOT OPENED AT THE TIME OF THE CLOSURE OF THE SUBSCRIPTION LIST OR WHICH INDICATE AN INCORRECT/ INACCURATE CDS ACCOUNT NUMBER SHALL BE REJECTED, AND NO ALLOTMENT WILL BE MADE. You can open a CDS Account through any Member/Trading Member of the CSE as set out in Annexure II or any Custodian Banks set out in Annexure III of this Prospectus. 3

5 CORPORATE INFORMATION Issuer Place of Incorporation Legal Form Softlogic Finance PLC Colombo, Sri Lanka Incorporated under the Companies Act No 17 of Date of Incorporation 24 August Re registered under the Companies Act No.7 of 2007 on 29 September Registered under the Finance Companies Act No.42 of Registered under the Finance Leasing Act No.56 of 2000 Quoted in the Colombo Stock Exchange on 22 January Registered under the Securities & Exchange Commission of Sri Lanka Act No. 36 of 1987 as Margin Provider Company Registration Number Issuer Credit Rating Head Office and Registered Office Secretary to the Company Bankers to the Company PB 641 PQ BBB- RAM Ratings (Lanka) Limited Softlogic Finance PLC Level 02, No. 33 Park Street Colombo 02 Tel: , Fax: Website: P W Corporate Secretarial (Pvt) Ltd No. 3/17, Kynsey Road Colombo 08 Tel: Fax: Commercial Bank Bank of Ceylon DFCC Vardhana Bank HSBC Bank Sampath Bank Seylan Bank Nations Trust Bank Pan Asia Banking Corporation People s Bank Deutsche Bank Hatton National Bank 4

6 RELEVANT PARTIES TO THE OFFERING Managers to the Issue Lawyers to the Issue Registrars to the Issue Trustees to the Issue Bankers to the Issue Rating Agency First Capital Limited No. 02, Deal Place Colombo 03 Tel: Fax: M/s. Nithya Partners Attorneys at-law No. 97A, Galle Road Colombo 03 Tel: Fax : P W Corporate Secretarial (Pvt) Ltd No. 3/17, Kynsey Road Colombo 08 Tel: Fax: Deutsche Bank AG, Colombo Branch No. 86, Galle Road Colombo 03 Tel: Fax: Commercial Bank of Ceylon PLC Colombo 07 Branch No. 209, Dharmapala Mawatha Colombo 07 Tel: , Fax: RAM Ratings (Lanka) Ltd No. 11, Melbourne Avenue, Colombo 04 Tel: Fax:

7 SALIENT FEATURES AT A GLANCE Issuer Instrument Instrument Type Softlogic Finance PLC Rated, Redeemable, Guaranteed Debentures Rated, Redeemable, Guaranteed, Five (05) year (2014/2019) Debentures carrying Fixed and Floating Interest Rates, payable quarterly, until the expiry from the date of allotment. These Debentures will be listed on the Colombo Stock Exchange by way of a Public Offering Number of Debentures to be Issued Face Value Issue Price Fourteen Million (14,000,000) Debentures LKR 100/- (Sri Lanka Rupees One Hundred) per each Debenture LKR 100/- (Sri Lanka Rupees One Hundred) per each Debenture Total Value of the Issue Rupees One Billion Four Hundred Million (LKR 1,400,000,000/-) Tenure of Debentures Five (05) Years Issuer Rating Instrument Rating Listing BBB- RAM Ratings (Lanka) Limited AAA RAM Ratings (Lanka) Limited The Debentures will be listed on the Colombo Stock Exchange Interest Rate Options Types Interest Rate ( p.a.) Type A - Fixed Rate Type B - Floating Rate AER ( p.a.) Frequency 10.00% 10.38% Quarterly Three (03) Months Net Treasury Bill Rate plus 1.50% - Quarterly Minimum Subscription Redemption/Maturity Date The minimum subscription per application is LKR 10,000/- (i.e. 100 Debentures). Applications exceeding the minimum subscription should be in multiples of LKR 10,000/- (i.e. in multiples of 100 Debentures) On completion of Five (05) years respectively from allotment date or on such earlier date on which the Debentures are redeemed or become payable in terms of the Trust Deed. Early redemption will take place in the circumstances stated in the Trust Deed, Clause 10 6

8 Opening Date 21 August 2014 Closing Date 10 September 2014 Interest Payment Dates The quarterly interest payments shall be made on 31 March, 30 June, 30 September and 31 December, each year from the date of allotment until redemption / maturity. Interest payments will be made within three (03) Market Days from the due date of interest In the event of the Final Interest, the Final Interest payment will be paid together with the Principal Sum within three (03) Market Days from the date of redemption/maturity Mode of Payment Basis of Allotment Interest and Capital sum will be paid to the Debenture Holders by crossed cheques Marked Account Payee Only or through an electronic fund transfer mechanism recognised by the banking system of Sri Lanka such as SLIPS and RTGS In the event of over subscription, the basis of allotment will be decided by the Board of Directors of the Company within Seven (07) Market Days from the Closing date 7

9 ABBREVIATIONS USED IN THE PROSPECTUS AER - Annual Effective Rate ATS - Automated Trading System of the Colombo Stock Exchange AWPLR - Average Weighted Prime Lending Rate Bn or BN - Billion CBSL - Central Bank of Sri Lanka CDS - Central Depository Systems (Private) Limited CSE - Colombo Stock Exchange EPS - Earnings Per Share FYE - Financial Year Ended Issuer - Issuer of Debentures LKR, SLR, or Rs. - Sri Lanka Rupees MN or Mn - Million POA - Power of Attorney QE - Quarter Ended RTGS - Real Time Gross Settlement SEC - Securities & Exchange Commission of Sri Lanka SFP - Softlogic Finance PLC SIA - Securities Investment Account SLIPS - Sri Lanka Inter Bank Payment System 8

10 DEFINITIONS FOR THE TERMS USED IN THE PROSPECTUS Applicant Application Form/ Application Articles of Association AWPLR Closing Date Company/SFP/Issuer Date of Allotment Date of Redemption/ Maturity Debentures Debenture Holder(s) Directors or Board Entitlement Date Face Value First Interest Payment Period Any person who submits an Application Form under this Prospectus The Application Form that constitutes part of this Prospectus through which an Applicant may apply for the Debentures in Issue Articles of Association of Softlogic Finance PLC Average Weighted Prime Lending Rate. A rate which is calculated weekly by CBSL, based on Lending Rates offered by Commercial Banks to their prime customers during the week The date on which the issue will be closed, which shall be either 10 September 2014 or such earlier date on which the 14,000,000 Debentures are fully subscribed in terms of this Prospectus Softlogic Finance PLC The date on which the Debentures will be allotted by the Company to Applicants subscribing thereto The date on which the principal monies are repayable on Debentures referred to in this Prospectus All of the Rated, Redeemable, Guaranteed Debentures issued pursuant to this Prospectus Any person who is for the time being the holder of the Debentures and includes his/her respective successors in title Directors of Softlogic Finance PLC from time to time constituted The Market Day immediately preceding the Interest Payment Date LKR 100/- per each Debenture The period commencing from the date of Allotment and ending on 30 September 2014 (inclusive of the aforementioned commencement date and end date). The first interest payment for the Floating Rate option will be based on the Three (03) month Net Treasury Bill Rate as announced by the Public Debt Department of the Central Bank of Sri Lanka immediately prior to the date of allotment 9

11 Final Interest Payment Period Guaranteed Debentures Interest Period Interest Payment Dates The period commencing from the date immediately succeeding the last Interest Payment Date before the date of Redemption/maturity and ending on the date immediately preceding the date of redemption/maturity (inclusive of the aforementioned commencement date and end date) One Hundred per centum (100%) of the principal amount of the Debentures issued and outstanding at any time are guaranteed by the Guarantor up to a maximum amount of LKR 1,400,000,000/- subject to the terms and conditions set out in the Guarantee Agreement. The Trustee shall be entitled to enforce the Guarantee on the terms and conditions set out in the Guarantee Agreement In respect of the two Debenture categories, Interest period means the Three (03) month period from the date immediately succeeding a particular Interest Payment Date and ending on the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) For both Debenture categories interest payment dates will be 31 March, 30 June, 30 September and 31 December of each year from the date of allotment up to the date of redemption/maturity In the event of the Final Interest, the Final Interest payment will be paid together with the Principal Sum within three (03) Market Days from the date of redemption/maturity Issue Issue Price Market Day Non-Resident(s) Net Treasury Bill Rate Principal Sum Prospectus Quarterly Trustee The offer of Debentures pursuant to this Prospectus LKR 100/- per each Debenture A day on which trading takes place on the Colombo Stock Exchange. Foreign institutional investors, corporate bodies incorporated outside Sri Lanka, individuals resident outside Sri Lanka and Sri Lankans resident outside Sri Lanka The yield derived from the interest rate achieved on weekly auctions of Government Treasury Bills issued by the Central Bank of Sri Lanka, after deducting Withholding Tax. The product of the Face Value and the number of Debentures allotted This Prospectus dated 05 August 2014 issued by SFP A period of Three (03 ) months Deutsche Bank AG, Colombo Branch 10

12 Trust Deed Trust Deed between Softlogic Finance PLC and Deutsche Bank AG, Colombo Branch 11

13 TABLE OF CONTENTS 1.0 PRINCIPAL FEATURES OF THE ISSUE 1.1 INVITATION TO SUBSCRIBE SUBSCRIPTION LIST OBJECTIVES OF THE ISSUE GUARANTEED DEBENTURE CATEGORIES OF DEBENTURE INTEREST REDEMPTION PAYMENT OF PRINCIPAL AND INTEREST TRUSTEE TO THE ISSUE BENEFITS OF INVESTING IN DEBENTURES RIGHTS AND OBLIGATIONS OF DEBENTURE HOLDERS RISK FACTORS ASSOCIATED WITH DEBENTURES CREDIT RATING PROSPECTUS TRANSFER OF DEBENTURES LISTING REGISTRATION BROKERAGE INSPECTION OF DOCUMENTS OTHER COSTS OF THE ISSUE UNDERWRITING PROCEDURE FOR APPLICATION 2.1 PROSPECTUS AND APPLICATION FORMS ELIGIBLE APPLICANTS HOW TO APPLY MODE OF PAYMENT REJECTION OF APPLICATIONS BANKING OF PAYENTS BASIS OF ALLOTMENT OF DEBENTURES ACCEPTANCE AND REFUNDS DIRECT LODGEMENT WITH THE CDS AND TRADING OF DEBENTURES

14 3.0 PROFILE OF THE COMPANY 3.1 INCORPORATION OVERVIEW SHAREHOLDING AND GROUP STRUCTURE GUARANTOR 4.1 OVERVIEW GUARANTEE OVER THE LOCAL CURRENCY LOAN GUARANTCO S STRUCTURE & KEY STAKEHOLDERS STATUTORY AND GENERAL INFORMATION 5.1 FINANCIAL YEAR DETAILS OF MANAGEMENT AGREEMENTS LITIGATION, DISPUTES AND CONTINGENT LIABILITIES LITIGATIONS AGAINST THE COMPANY PARTICULARS OF DEBT AND LOAN CAPITAL STATUTORY DECLARATIONS 6.1 STATUTORY DECLARATION BY THE DIRECTORS STATUTORY DECLARATION BY THE MANAGERS TO THE ISSUE FINANCIAL INFORMATION 7.1 ACCOUNTANTS REPORT FIVE YEAR FINANCIAL SUMMARY COMPANY RESULTS FINANCIAL INFORMATION ANNEXURES I RATING REPORT II COLLECTION POINTS III CUSTODIAN BANKS

15 1.0 PRINCIPAL FEATURES OF THE ISSUE 1.1 INVITATION TO SUBSCRIBE Pursuant to the Resolutions passed by the Board of Directors of Softlogic Finance PLC (hereinafter called The Company or SFP) on 25 March 2014 and 21 July 2014, it was resolved to borrow from the public up to a maximum of Rupees One Billion Four Hundred Million (LKR 1,400,000,000/-) by the issue of Rated, Redeemable, Guaranteed, Five (05) year (2014/2019) Debentures at a par value of LKR 100/- each payable in full as outlined in this Prospectus. These Debentures will be listed on the Colombo Stock Exchange by way of a public offering. This Prospectus invites the public to make applications for the purchase of any or all of the Debentures, which have the following interest rate options; and which shall rank equal and pari passu to each other and differ only with respect to the interest offered. Debenture Options Options Type A Description Fixed Interest Rate of 10.00% p.a. payable quarterly from the date of allotment until the expiry of five (05) years on the principal sum of the Debentures. (AER %) Type B Floating Interest Rate of Three (03) months Net Treasury Bill rate plus 1.50% payable quarterly from the date of allotment until the expiry of five years (05) on the principal sum of the Debentures. The floating rate to be determined based on three (03) month Net Treasury Bill Rate as announced by the Public Debt Department of the Central Bank of Sri Lanka immediately prior to the commencement of each interest period. The floating rate for the first interest payment will be determined based on three (03) month Net Treasury Bill Rate as announced by the Public Debt Department of the Central Bank of Sri Lanka immediately prior to the allotment date. The value of each Debenture in this issue shall be Rupees One Hundred (LKR 100/-), which shall be payable in full on application. The investors may subscribe for any number (subject to the minimum subscription and multiples) of Debentures mentioned above. The minimum subscription would be Sri Lanka Rupees Ten Thousand (LKR 10,000/-). Applications exceeding the minimum subscription should be in multiples of LKR 10,000/- (i.e. in multiples of 100 Debentures). Once the application has been submitted for a particular Debenture Type with a particular interest rate option, it is not possible for Investors to switch to Debentures with the other interest rate option. This issue of 14,000,000 Rated, Redeemable, Guaranteed Five (05) year (2014/2019) Debentures shall rank pari passu to each other without any preference or priority over the other and differ only with respect to the interest offered. 14

16 1.2 SUBSCRIPTION LIST The subscription list for the Rated, Redeemable, Guaranteed Five year (2014/2019) Debentures pursuant to this Prospectus will open at 9.00 a.m. on 21 August 2014 and shall remain open for fourteen (14) Market Days until closure at 4.30 p.m. on 10 September However, in the event of an over subscription of the 14,000,000 Debentures, the subscription list will close at 4.30 p.m. on the same day on which it is fully subscribed for, with the notification to the CSE. Applications can be made forthwith in the manner set out in Section 2.0 and duly completed Application Forms will be accepted at any one of the collection points set out in Annexure II of this Prospectus. 1.3 OBJECTIVES OF THE ISSUE The objective of the issue would be to fund the expansion of the loan portfolio (i.e. Leasing & Hire Purchase, Business Loans, Term & Mortgaged Loans, Group Personal Loans, Pawning and Micro Loans) for YE 14/15 by 30%, equal to Rs. 3.87bn. The Debenture proceeds of Rs. 1.4bn will contribute to 36% of this expansion, whilst balance funding will be sourced through Fixed Deposits, Lease Securitisation, Bank Borrowings and Commercial Papers and other unutilized credit facilities. Further, The Company targets to utilise the funds raised through the issue within three (03) months of allotment date. 1.4 GUARANTEED DEBENTURE Pursuant to the Guarantee Agreement signed between GuarantCo (The Guarantor) and Deutche Bank AG, Colombo Branch (The Trustee); the outstanding principal amount of Sri Lanka Rupees One Billion Four Hundred Million (LKR 1,400,000,000/-) under the Rated, Redeemable, Guaranteed Debentures Issued by SFP is guaranteed by GuarantCo, on an event of default by the Issuer of the said Debentures. The aggregate amount payable by the Guarantor in an event of default is Sri Lanka Rupees One Billion Four Hundred Million (LKR 1,400,000,000/-), which includes the outstanding Principal amount. However in the event of a default by the Issuer, the Guarantor may at its discretion choose; a) to pay the principal amount outstanding on the transaction (Refer Trust Deed, Clause 10), or b) decide to continue with the original interest payment schedule up to maturity and payment of the Principal amount on maturity (Refer Security Deposit Agreement, Clause 3.5) The guarantee does not include any interest payment, other than the Taxes and payments stated in the Guarantee Agreement, Clause However, at the commencement of the Issue and prior to allotment, Softlogic Finance PLC will provide for the equivalent of two interest installments equal in value to the interest installment immediately payable to the Debenture holders to both the Trustee and Guarantor (Refer Security Deposit Agreement, Clause 2.4). In the event the Company fails to pay Debenture holders directly on due date, Trustee will have the ability to immediately settle the outstanding interest installment through funds available for this purpose in the NCD DSRA account (Refer Security Deposit Agreement, Clause 3.2). Based on the mechanism described above, in the event of a default, Debenture holders are assured of Interest payments, by way of any initial deficit met by funds in the DSRA accounts and the Guarantor thereafter taking on liability as described earlier, either by settling the Principal amount due, or continuing interest payments according to the original schedule and payment of the Principal amount at maturity. 15

17 1.5 CATEGORIES OF DEBENTURE The Issue consists of two categories of Debentures, namely Type - A, with a Fixed Interest Rate option and Type - B, with a Floating Interest Rate option. Debentures issued under the said categories will be maturing in Five (05) years (2014/2019) from the date of allotment and each will be issued at a Face Value of Sri Lanka Rupees One Hundred (LKR 100/-). 1.6 INTEREST The Debentures consist of two investment options for the investors to choose from and they rank equal and pari passu to each other, except in the interest offered. Options Type A Description Fixed Interest Rate of 10.00% p.a. payable quarterly from the date of allotment until the expiry of five years on the principal sum of the Debentures. (AER %) Type B Floating Interest Rate of Three (03) months Net Treasury Bill rate plus 1.50% payable quarterly from the date of allotment until the expiry of five years on the principal sum of the Debentures. The Floating Rate to be determined based on Three (03) months Net Treasury Bill Rate as announced by the Public Debt Department of the Central Bank of Sri Lanka immediately prior to the commencement of each interest period. The floating rate for the first interest payment will be determined based on three (03) month Net Treasury Bill Rate as announced by the Public Debt Department of the Central Bank of Sri Lanka immediately prior to the allotment date. Interest on the Debentures accruing on a daily basis will be paid quarterly each year on 31 March, 30 June, 30 September and 31 December from the Date of Allotment until the date of redemption/maturity on the outstanding Principal Sum. For the two Debenture options, the interest will be payable quarterly within three (03) Market Days from the end of every three (03) months. In the event of the final interest, the final interest payment will be paid together with the Principal Sum within three (03) Working Days from the date of redemption/maturity. The first interest payment for both Debenture options will be made on 30 September 2014, being the interest due on account for the period commencing from the date of allotment until the 30 September 2014 (Inclusive of the aforementioned commencement date and end date). The interest due on the Debentures for a particular Interest Period will be calculated based on the actual number of days in such Interest Period and will be paid not later than Three (03) Working Days from each Interest Payment Date. The interest for the final interest period will be calculated based on the actual number of days in the final interest period. The Final Interest payment will be paid together with the Principal Sum within three (03) Working Days from the date of redemption/maturity. 16

18 For avoidance of doubt, the date of redemption/maturity will not be included or taken into account for purposes of calculating the interest due on the Debentures for the Final Interest Period. In order to accommodate the Debenture interest cycles in the Automated Trading System of the CSE, the payment of interest for a particular Interest Payment Date will not include Debenture Holders holding Debentures in the CDS as at the last day of the payment cycle but one day prior to the Interest Payment Date (Interest Entitlement Date). If the entitlement date is a holiday, interest shall be calculated including the entitlement date. Payment of the interest on the Debentures will be made after deducting any taxes and charges thereon (if any) in Sri Lanka Rupees as per the applicable law prevailing at the time of interest payment to the Debenture Holders. As per Section 9 (o) of the Inland Revenue (Amendment) Act No. 18 of 2013, the interest income from any investment made on or after the January 1, 2013 in corporate debt securities (i.e. Debentures); quoted in any Stock Exchange licensed by the SEC is exempt from income tax. Furthermore, in terms of Section 13 of the same Act, the profits and income earned from any such investment have also been exempted from income tax. 1.7 REDEMPTION The Company shall redeem the said Rated, Redeemable, Guaranteed Debentures on the expiry of five (05) years respectively from the date of allotment in accordance with the provisions contained in the Trust Deed. Early redemption will take place in the circumstances stated in the Trust Deed, Clause 10 and no part redemption of the Debentures will be possible with accordance to the Trust Deed, Clause Notwithstanding the foregoing, these Debentures may be redeemed by the Company prior to maturity in accordance with the Trust Deed, Clause 13.2 which provides for the Company to prepay the Debentures before the date of redemption/maturity of the Principal sum subject to the prior written approval from the Central Bank of Sri Lanka and the approval of 3/4 of the face value of the Debentures outstanding. The Debenture Holders shall not have any right or option to call for redemption of the Debentures before the date of redemption/maturity of such Debentures, except in the circumstances where the Debentures have become immediately payable on the dates mentioned in the Trust Deed, Clause 1.(a).6. On the date of redemption/maturity of the Debentures, the Company shall in accordance with the provisions contained in the Trust Deed, pay to the Debenture Holders the principal sum of the Debentures which ought to be redeemed and interest (if any) remaining unpaid up to the date immediately preceding the date of redemption/maturity of the Debentures. If the Date of Redemption falls on a day which is not a Market Day, then the Date of Redemption shall be the immediately succeeding Market Day and interest shall be paid up to the date immediately preceding such Market Day (including holidays). In the case of early termination, the Guarantor will pay One Hundred per centum (100%) of the principal amount of the Debentures issued, which is limited to the Maximum Guaranteed Amount of Sri Lanka Rupees One Billion Four Hundred Million (LKR 1,400,000,000/-) in accordance with Clause 05, of the Trust Deed. The investor would carry the risk of early termination of the Debenture as it will be at the discretion of the Guarantor to pay in full and terminate the Debenture terms or continue payment of the 17

19 Debentures according to the Debenture terms. However, the investor would not have any recourse to the Issuer (Refer 11.3 of the Trust Deed and 6.2 of the Deed of Guarantee). The Guarantor will inform the Trustee within 15 business days after the notice of payment demand has been given on whether the Debenture will be paid in full or pay according to the Trust Deed (Refer 6.1 and 6.2 of the Deed of Guarantee). 1.8 PAYMENT OF PRINCIPAL AND INTEREST The Company will redeem the Debentures on the respective date of redemption/maturity as specified in Section 1.7 and the interest payments will be made as specified in Section 1.6. The payment of Principal Sum and interest will be made either by crossed cheque marked "Account Payee Only" dispatched by registered post to the addresses provided by the Debenture Holders to the CDS at the risk of the Debenture Holders or through electronic fund transfer mechanism recognised by the banking system of Sri Lanka to a bank account provided to the CDS by the Applicant, such as SLIPS and RTGS. However, in the event the payment is over the maximum amount accommodated through an electronic fund transfer mechanism recognised by the banking system of Sri Lanka or if the Debenture Holder has not provided to the CDS accurate and correct details of his/her bank account for the payment of Principal Sum and interest, such payment to the Debenture Holder will be made by way of a cheque and sent by post at the risk of the Debenture Holder. The payment of interest will be made in Sri Lanka Rupees in favour of the Debenture Holders as at the Interest Entitlement Date (in the case of joint Debenture Holders to the one whose name stands first in the register of Debenture Holders). The payment of Principal Sum and unpaid and accrued interest payable on the Redemption of Debentures will be made in Sri Lanka Rupees in favour of the Debenture Holders as at end of trading on the Market Day immediately preceding the date of redemption/maturity (in the case of joint Debenture Holders to the one whose name stands first in the register of Debenture Holders). 1.9 TRUSTEES TO THE ISSUE Deutsche Bank AG, Colombo Branch has agreed to act as the Trustee to the Debenture Holders. The Company has entered into an agreement with the Trustee (hereinafter called the "Trust Deed"). Debenture Holders in their Application Forms for subscription will be required to authorise the Trustee to act as their agent in entering into such deeds, writings, and instruments with the Company and to act as the agent and Trustee for the Debenture Holders. The rights and obligations of the Trustee are set out in the Trust Deed and the Debentures will be subject to the terms and conditions incorporated in the said Trust Deed. The fee payable to the Trustee will be LKR 300, per annum. There is no conflict of interest arising between the Trustee or its Directors and the Entity. 18

20 1.10 BENEFITS OF INVESTING IN DEBENTURES Provides an opportunity to earn a regular cash flow of interest payments on a periodic basis, up to a fixed period of five (05) years at the discretion of the investor. As per the Government Budget proposals 2013, it is proposed that interest income from investment made on or after the 1 January 2013 in corporate debt securities (i.e. Debentures), quoted in any stock exchange licensed by the SEC are not subject to imposition of income tax. Opportunity to realize capital gains according to interest rate fluctuations in the financial market. Also if held to maturity, there will be no capital loss incurred. Listed Debentures provide the investor with an exit option through the CSE thereby bringing liquidity to these Debentures. These Debentures could be used as collateral to obtain both corporate and personal facilities from financial institutions, subject to the policies of those institutions RIGHTS AND OBLIGATIONS OF DEBENTURE HOLDERS a) Debenture Holders are entitled to the following rights: Receiving principal money at maturity and interest at the rate specified in Section 1.6 of this Prospectus. In accordance with the Listing Rules of the CSE, receiving audited financial statements of the company within a period not exceeding five months from the close of each financial year. Ranking pari passu with all other unsecured creditors of the Company other than those mandatorily preferred by law. Call, receive notice and attend and vote at meetings of Debenture Holders as stated in the Trust Deed. b) Debenture Holders are not entitled to the following: Attending and voting at meetings of holders of shares and other Debentures. Sharing in the profits of the company. Participating in any surplus in the event of liquidation. c) Each Debenture Holder must ensure that the information in respect of the securities account maintained with the CDS is up to date and accurate. Each Debenture Holder shall absolve the Company from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS. Provided further that the Debenture Holder(s) shall absolve the CSE and the CDS from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS where such errors or inaccuracies or absence of changes are attributable to any act or omission of the Debenture Holder(s). 19

21 1.12 RISK FACTORS ASSOCIATED WITH DEBENTURES Subscribers to Debentures will be exposed to the following risks. However, it should be noted that these risks are not unique to SFP Debentures, but are common to any unsecured fixed income security, fixed deposit or any other term, savings or call money deposit. a) Interest Rate Risk The price of a typical Debenture will change in the opposite direction to a change in the market interest rate (Ceteris Paribas - all other factors being equal) Market interest rate means the interest rate expected by the investor for a similar maturity and risk profile investment. As market interest rates rise, the price of the Debentures may fall: as market interest rates fall the price of Debentures may rise. If an investor sells a Debenture prior to maturity when the market interest rate is higher than the SFP Debenture interest rate, then the investor may incur a capital loss. Similarly if an investor sells a Debenture prior to maturity when market interest rate is lower than the SFP Debenture interest rate then the investor may obtain a capital gain. This uncertainty is known as Interest Rate Risk. b) Re-investment Risk Interest on the Debentures are payable quarterly. An investor may decide to reinvest this interest payment and earn interest from that point onwards. Depending on the prevailing interest rates at the point of reinvestment, the interest rates at which Debenture Holders will reinvest such interest received being higher or lower than the return offered by the Debentures is known as reinvestment risk. c) Default Risk Default risk, also referred to as credit risk, refers to the risk that the issuer of the Debenture may default, i.e. the issuer will not be able to pay the interest and the principal payment on a timely basis. Since the Debentures being issued by SFP is guaranteed, the capital invested in SFP Debentures is secured until the date of redemption/maturity of the said Debentures. d) Liquidity Risk Liquidity risk depends on the ease with which the Debenture can be sold, after the initial placement. Since the SFP Debentures are listed on the CSE, investors will be able to sell the SFP Debentures through the ATS at any given time and convert them to cash and exit from the investment. e) Call Risk Call risk refers to the risk that the issuer will retire all or a part of the principal value of the Debentures before maturity. The risk to investor is in that the timing of the call is not known and the investor will be faced with a re-investment risk in the event the call is made at a time when the market interest rates have declined. Since these Debentures shall not be redeemed by the Company prior to maturity for any reason whatsoever except due to unforeseen circumstances beyond the control of the Company, this risk is minimised. 20

22 f) Inflation Risk 1.13 CREDIT RATING The possibility of decline in the real value of cash flows of a Debenture, due to inflation is referred to as inflation risk. Since the coupon rate of a fixed rate Debenture is not adjusted upwards in line with the inflation, Debentures carry an inflation risk. RAM Ratings (Lanka) Limited (RAM) has assigned rating of AAA to the Company s Rated, Redeemable, Guaranteed Debentures. The rating report issued by RAM is set out in Annexure I PROSPECTUS This Prospectus is dated 05 August The Debentures are issued solely on the basis of the information contained and representations made in this Prospectus. No dealer, sales person or any other person has been authorized to give any information or to make any representation in connection with the Rated, Redeemable, Guaranteed Debenture Issue other than the information and representations contained in this Prospectus and if given or made, such information or representations must not be relied upon as having been authorized by SFP TRANSFER OF DEBENTURES The Debentures will be transferable and transmittable in the manner set out in the Trust Deed, which is reproduced below. (a) The Debentures will be freely transferable and registration of such transfer will not be subject to any restriction, save and except to the extent required for compliance with the applicable law. The Debentures will be transferable through the CDS as long as the Debentures are listed in the CSE. The Company may register without assuming any liability any transfer of Debentures, which are in accordance with the rules and regulations in force for the time being and from time to time as laid down by SEC, CSE and the CDS. (b) In the case of the death of a Debenture Holder; the survivor where the deceased was a joint holder; and the executors or administrators of the deceased (or where the estate of the deceased is under the administrable value, the heirs of the deceased) where he was the sole or only surviving holder will be the only persons recognised by the Company as having any title to his Debentures but nothing herein contained will release the estate of the deceased holder (whether sole or joint) from any liability in respect of any Debentures solely or jointly held by him. (c) Any person becoming entitled to a Debenture in consequence of bankruptcy or winding up of any Debenture Holder, upon producing proper evidence that he/she sustains the character in respect of which he/she proposes to act or his/her title as the Board of Directors of the Company thinks sufficient may in the discretion of the Board be substituted and accordingly registered as a Debenture Holder in respect of such Debenture subject to the applicable laws, rules and regulations of the Company, CDS, SEC and CSE. 21

23 1.16 LISTING The listing of the Rated Redeemable, Guaranteed Debentures on the Colombo Stock Exchange by way of a Public Offering has been approved in principal by the CSE. The Debentures will be issued at a par value of LKR 100 /- each. The CSE however, assumes no responsibility for the correctness of the statements made or opinions expressed or reports included in this Prospectus. Admission to the Official List is not to be taken as an indication of the merits of SFP or of the Debentures issued REGISTRATION A copy of the Prospectus has been delivered to the Registrar General of Companies of Sri Lanka for registration in compliance with the provisions of Section 40 of the Companies Act No 07 of The following are the documents attached to the copy of the Prospectus delivered for registration. The written consent of the Banker s to the Offering The written consent of the Lawyers to the Offering The written consent of the Trustee to the Offering The written consent of the Auditors to the Offering The written consent of the Registrars to the Offering The written consent of the Rating agency to the Offering The written consent of the Managers to the Offering The written consent of the Company Secretary for the inclusion of their name in the Prospectus as Company Secretary to the Company A declaration by each of the Directors of the Company confirming that each of them have read the provisions of the Companies Act relating to the issue of the Prospectus and that those provisions have been complied with In terms of Section 39 of the Companies Act No 07 of 2007, the said Auditors and Reporting Accountants to the Company, Lawyers to the Issue, Trustee to the Issue, Bankers to the Issue, Company Secretary, Managers to the Issue, Rating Agency to the Issue and Registrars to the Issue have not, before the delivery of a copy of the Prospectus for registration with the Registrar General of Companies in Sri Lanka withdrawn such consent. Registration of the Prospectus in Jurisdictions Outside of Sri Lanka This Prospectus has not been registered with any authority outside of Sri Lanka. Non-Resident investors may be affected by the laws of the jurisdiction of their residence. Such investors are responsible to comply with the laws relevant to the country of residence and the laws of Sri Lanka, when making the investment BROKERAGE Brokerage fee of 25 cents (LKR 0.25) per Debenture shall be paid in respect of the number of Debentures allotted on Applications bearing the original seal of any bank operating in Sri Lanka or a member/trading member of the CSE or Managers to the Issue or any other party identified by the Company and/or Managers to the Issue as involved in the Issue. 22

24 1.19 INSPECTION OF DOCUMENTS The Articles of Association, Trust deed, Auditor s Reports and Audited Financial Statements for the five (05) financial years ended 31 st March (i.e. the five (05) financial years immediately preceding the date of this prospectus) and Interim Financial Statements for the Quarter ended 31 March 2014, Issue Rating Report and all other documents referred to in Rule (a) of the CSE Listing rules, including material contracts and management agreements entered into by the company if any, would be made available for inspection by the public during normal working hours at the registered office of the company, Level 02, No.33, Park Street, Colombo 02, from the date of Opening of the Debenture Issue until the date of maturity of the Debentures OTHER COSTS OF THE ISSUE The Directors estimate that the total other costs of the issue including the cost of brokerage, printing, Managers and Registrars fees and other costs connected with the issue will not exceed a maximum of LKR 20 million and will be funded by internal funding of SFP UNDERWRITING The Debenture issue is not underwritten. In the event the issue is under subscribed, the subscribers shall be allotted in full. The amount raised shall be utilized to meet the Objectives of the issue, stated in Section 1.3 of this Prospectus, the balance funding will be sourced through Fixed Deposits, Lease Securitisation, Bank Borrowings and Commercial Papers and other unutilized credit facilities. Capital Reach Portfolio M 23

25 2.0 PROCEDURE FOR APPLICATION 2.1 PROSPECTUS AND APPLICATION FORMS The Prospectus, Trust Deed and Articles of Association of the Company are available on the website of CSE, and the website of the Company, from seven (07) Market Days prior to the date of opening of the subscription list until the Date of Redemption of the Debentures as stipulated in Rule (b) of the CSE Listing Rules. Furthermore, copies of the Prospectus and Application Forms are available free of charge from the collection points set out in Annexure II of this Prospectus from seven (07) Market Days prior to the date of opening of the subscription list. 2.2 ELIGIBLE APPLICANTS Applications are invited for the purchase of Softlogic Finance PLC s Rated, Redeemable, Guaranteed Debentures from the following categories of applicants who maintain a valid CDS accounts at the time of the closure of the subscription list. As per the directive of the Securities and Exchange Commission made under Circular No. 08/2010 dated 22 November 2010 and Circular No. 13/2010 issued by the CDS dated 30 November 2010, all Debentures are required to be directly deposited in to the CDS. To facilitate compliance with this directive, all Applicants are required to indicate their CDS accounts number. Applicants who are eligible for the subscription of the above said Debentures are as follows: - Citizens of Sri Lanka, who are resident in Sri Lanka and above eighteen (18) years of age. - Corporate bodies and societies registered/incorporated /established in Sri Lanka and authorized to invest in Debentures. - Approved provident funds and contributory pension schemes registered/incorporated established in Sri Lanka and authorized to invest in Debentures. In the case of approved provident funds and approved contributory pension schemes, the application should be in the name of the Trustee / Board of Management. - Sri Lankan Statutory bodies and Government Corporations. - Non Residents: Foreign institutional investors, Corporate bodies, incorporated outside Sri Lanka and individual resident outside Sri Lanka and Sri Lankan residents outside Sri Lanka above eighteen (18) years of age. Applications will not be accepted from individuals and Sri Lankans residing outside of Sri Lanka who are under the age of 18 years, or in the names of sole proprietorships, partnerships or unincorporated trusts. The Company will comply with Exchange Control Act and all regulations published thereunder including those contained in Government Gazette Extraordinary No 1681/11 dated 22 November, 2010 and Government Gazette Extraordinary No 1733/19 dated 22 November 2011 when issuing Debentures to Non-Residents. 24

26 2.3 HOW TO APPLY (a) Applications should be made on the Application Forms, which accompany and constitute a part of this Prospectus (exact size photocopies of Application Forms will also be accepted). Care must be taken to follow the instructions given herein and in the Application Form. Applicants using photocopies are requested to inspect the Prospectus which is available for inspection with the Registrar to the Issue and also issued free of charge by the parties listed in Annexure II of this Prospectus. The Application Form can also be downloaded from the website of CSE, the website of SFP, and the website of the Managers to the Issue, until the Closing Date. The Prospectus is available and can be downloaded from the website of CSE, and the website of SFP, until the Date of Redemption of the Debentures and from the website of the Managers to the Issue, until the Closing Date. Applications which do not strictly conform to instructions and other conditions set out herein or which are incomplete or illegible may be rejected. (b) Applications should be made for a minimum of One Hundred (100) Debentures (LKR 10,000/- ) each and in multiples of One Hundred (100) Debentures (LKR 10,000/-) thereafter. Applications for less than One Hundred (100) Debentures will be rejected. (c) (d) (e) (f) (g) In the event an Applicant wishes to apply for several Types of Debentures, separate Application Forms should be used for each option. Once an Application Form has been submitted for a particular Type of Debentures, it will not be possible for an Applicant to switch between the other Type of Debentures. Two or more Applications submitted by an Applicant under the same Type of Debentures will not be accepted. If two or more Application Forms are submitted for one Type of Debentures by a single Applicant, those would be considered as multiple Applications and the Issuer reserves the right to reject such multiple Applications or suspected multiple Applications. If the ownership of the Debentures is desired in the name of one Applicant, full details should be given only under the heading SOLE/FIRST APPLICANT in the Application Form. In the case of joint Applicants, the signatures and particulars in respect of all Applicants must be given under the relevant headings in the Application Form. An Applicant of a joint Application will not be eligible to apply through a separate Application Form either individually or jointly. Such Applicants are also deemed to have made multiple Applications and will be rejected. In the case of joint Applications, the refunds (if any), interest payments and the Redemption will be remitted in favour of the first Applicant as identified in the Application Form. The Company shall not be bound to register more than three (03) natural persons as joint holders of any Debentures (except in the case of executors, administrators or heirs of a deceased member). Joint Applicants should note that all parties should either be residents of Sri Lanka or Non-Residents. Applications by Companies, Corporate bodies, Societies, approved provident funds, trust funds and approved contributory pension schemes registered /incorporated/established in Sri Lanka should have obtained necessary internal approvals as provided by their internal approval procedures at the time of applying for the Debentures and should be made under 25

27 their common seal or in any other manner as provided by their articles of association or such other constitutional documents of such Applicant or as per the statutes governing them. In the case of approved provident funds, trust funds and approved contributory pension schemes, the Applications should be in the name of the Trustee/board of management. (h) All Applicants should indicate in the Application for Debentures, their CDS account number. In the event the name, address or NIC number/passport number/company number of the Applicant mentioned in the Application Form differ from the name, address or NIC number/passport number/company number as per the CDS records, the name, address or NIC number/passport number/company number as per the CDS records will prevail and be considered as the name, address or NIC number/passport number/company number of such Applicant. Therefore Applicants are advised to ensure that the name, address or NIC number/passport number/company number mentioned in the Application Form tally with the name, address or NIC number/passport number/company number given in the CDS account as mentioned in the Application Form. Application Forms stating third party CDS accounts, instead of Applicants own CDS account numbers, except in the case of margin trading, will be rejected. (i) (j) (k) Applicants who wish to apply through their margin trading accounts should submit the Application Form in the name of the Margin Provider/Applicant s name signed by the margin provider, requesting a direct deposit of the Debentures to the Applicant s margin trading account in CDS. The margin provider should indicate the relevant CDS account number relating to the margin trading account in the Application Form. A photocopy of the margin trading agreement must be submitted along with the Application. Margin providers can apply under their own name and such Applications will not be construed as multiple Applications. Application Forms may be signed by a third party on behalf of the Applicant(s), provided that such person holds the Power of Attorney (POA) of the Applicant(s). A copy of such POA certified by a Notary Public as True Copy should be attached with the Application Form. Original of the POA should not be attached. Remittance of Funds for the investments in Debentures and the payment for Debentures by Non-Residents should be made only out of funds received as inward remittances or available to the credit of Securities Investment Account (SIA) of the Non-Residents opened and maintained in a licensed commercial bank in Sri Lanka in accordance with directions given by the Controller of Exchange in that regard to licensed commercial banks as per the Government Gazette Extraordinary No. 1681/11 dated 22nd November, An endorsement by way of a letter by the licensed commercial bank in Sri Lanka in which the Applicant maintains the SIA, should be attached to the Application Form to the effect that such payment through Cheque(s)/bank draft/bank Guarantee/RTGS has been made out of the funds available in the SIA. (l) Non-Residents should have obtained necessary internal approvals as provided by their internal approval procedures at the time of applying for the Debentures and may be affected by the laws of the jurisdiction of their residence. If the Non-Resident Applicants wish to apply 26

28 for the Debentures, it is their responsibility to comply with the laws relevant to the jurisdiction of their residence and of Sri Lanka. Application Forms properly filled in accordance with the instructions thereof together with the remittance for the full amount payable on Application should be enclosed in an envelope marked SOFTLOGIC FINANCE PLC DEBENTURE ISSUE 2014 on the top left hand corner in capital letters and dispatched by post or courier or delivered by hand to the Registrars to the Issue or collection points mentioned in Annexure II. Applications sent by post or courier or delivered to any collection point set out in Annexure II should reach the office of the Registrars to the Issue, P W Corporate Secretarial (Pvt) Ltd, No. 3/17, Kynsey Road, Colombo 08, at least by 4.30 p.m. on the following Market Day immediately upon the Closing Date. Applications received after the said period will be rejected even though they have been delivered to any of the said collection points prior to the Closing Date or carry a postmark dated prior to the Closing Date. Applications delivered by hand to the Registrars to the Issue after the Closing Date of the Issue will also be rejected. 2.4 MODE OF PAYMENT (a) Payment in full for the total value of Debentures applied for should be made separately in respect of each Application either by cheque/ bank draft / bank guarantee drawn upon any licensed commercial bank operating in Sri Lanka or RTGS transfer directed through any licensed commercial bank operating in Sri Lanka, as the case may be, subject to (b) below. (b) Payments for Applications for values above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-) should be supported by either Multiple bank draft/cheque drawn upon any licensed commercial bank operating in Sri Lanka, each of which should be for a value less than LKR 100,000,000/-; or RTGS transfer with value on the date of opening the Issue. Bank guarantee issued by a licensed commercial bank (c) Multiple cheques or RTGS transfers will not be accepted for Application value below Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-). (d) Cheques or bank drafts should be made payable to SOFTLOGIC FINANCE PLC DEBENTURE ISSUE 2014 and crossed "Account Payee Only", and must be honoured on the first presentation. In case of bank guarantees, such bank guarantees should be issued by any licensed commercial bank in Sri Lanka in favour of SOFTLOGIC FINANCE PLC DEBENTURE ISSUE 2014 in a manner acceptable to the Company, and be valid for a minimum of one (01) month from the Issue opening Date (i.e. 21 August 2014) Applicants are advised to ensure that sufficient funds are available in order to honour the bank guarantees, inclusive of charges when called upon to do so by the Registrars to the Issue. 27

29 It is advisable that the Applicants discuss with their respective bankers the matters with regard to the issuance of bank guarantees and all charges involved. All expenses with regard to such bank guarantees should be borne by the Applicants. (e) (f) In case of RTGS transfers (only for Application values above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-), such transfers should be made to the credit of SOFTLOGIC FINANCE PLC DEBENTURE ISSUE 2014 bearing the account number at Commercial Bank of Ceylon PLC-Colombo 07 Branch with value on the Issue opening date (i.e. the funds to be made available to the above account on the Issue opening date). The Applicant should obtain a confirmation from the Applicant s bank, to the effect that arrangements have been made to transfer payment in full for the total value of Debentures applied for to the credit of SOFTLOGIC FINANCE PLC DEBENTURE ISSUE 2014 bearing the account number at Commercial Bank of Ceylon PLC-Colombo 07 Branch with value on the date of opening the Issue (i.e. the funds to be made available to the above account on the Issue opening date) and should be attached with the Application Form. RTGS transfers above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-), the Applicants are entitled to an interest at the rate of 4% per annum from the date of such transfers up to the Date of Allotment. However, no interest will be paid if the RTGS transfers are not realised before the end of the Closing Date. Furthermore, even if such RTGS transfers are effected prior to the Issue opening date, no interest will be paid for the period prior to the Issue opening date. (g) (h) (i) (j) (k) Cash will not be accepted. Payment for the Debentures by Non-Residents should be made through Securities Investment Account (SIA) maintained with any licensed commercial bank in Sri Lanka in accordance with directions given by the Controller of Exchange in that regard to commercial banks. The amount payable should be calculated by multiplying the number of Debentures applied for under a particular Type by the Issue price of LKR 100/-. If there is a discrepancy in the amount payable and the amount specified in the cheque/ bank draft / bank guarantee or in the RTGS transfer the Application will be rejected. In the event that cheques are not realised prior to the date of deciding the basis of allotment, the monies will be refunded and no allotment of Debentures will be made. Cheques must be honoured on first presentation for the Application to be valid. All cheques/bank drafts received in respect of the Applications for Debentures will be banked commencing from the Market Day immediately following the Closing Date. 2.5 REJECTION OF APPLICATIONS Application Forms and the accompanying cheque/ bank draft / bank guarantee or RTGS transfers, which are illegible or incomplete in any way and/or not in accordance with the terms, conditions and instructions, set out in this Prospectus and in the Application Form will be rejected at the sole discretion of SFP. Applications from individuals and Sri Lankans residing outside of Sri Lanka who are under the age of 18 years or in the names of sole proprietorships, partnerships, unincorporated 28

30 trusts will also be rejected. Any Application Form, which does not state a valid CDS account number, will be rejected by the Company. More than one Application submitted by an Applicant under the same Type of Debentures will not be accepted. If two or more Application Forms are submitted for one Type of Debentures from a single Applicant, those would be considered as multiple Applications and the Company reserves the right to reject such multiple Applications or suspected multiple Applications. Any Application Form with more than three (03) natural persons as joint Applicants for any Type of Debentures will be rejected. Applications delivered by hand to the Registrars to the Issue after the subscription list is closed will be rejected. Applications received by post or courier after 4.30 p.m. on the Market Day immediately following the Closing Date, will also be rejected even if they carry a post mark dated prior to the Closing Date. Applications delivered to any place mentioned in Annexure II should also reach the office of the Registrars to the Issue at least by 4.30 p.m. on the Market Day immediately following the Closing Date. Applications received after the said duration will be rejected even though they have been delivered to any of the said collection points prior to the Closing Date. In the event that cheques are not realised prior to the date of deciding the basis of allotment and realised after such date, the monies will be refunded and no allotment of Debentures will be made. Cheques must be honoured on first presentation for the Application to be valid. In the event cheques are dishonoured/returned on first presentation, such Applications will be rejected. 2.6 BANKING OF PAYMENTS All cheques/ bank drafts / bank guarantees received in respect of Applications will not be banked or called on until the Market Day immediately after the Closing Date, in terms of the CSE Listing Rules. 2.7 BASIS OF ALLOTMENT OF DEBENTURES In the event of an oversubscription, the Board of Directors of the Company will endeavour to decide and announce to the CSE the basis of allotments within Seven (07) Market Days from the Closing Date. The Board of Directors of SFP reserves the right to refuse any application or to accept any application in part only, without assigning any reason thereto. A written confirmation informing successful Applicants on their allotment of the Debentures will be dispatched within Ten (10) Market Days from the Closing Date of the subscription list. Further, the Board reserves the right to allocate up to 50% of the number of Debentures to be issued on a preferential basis, to investor/s of strategic importance with who they might partner with in future endeavours. 29

31 2.8 ACCEPTANCE AND REFUNDS Monies will be refunded where; an Application is rejected for reasons given in Section 2.5 or otherwise; or the Application is accepted only in part. If the Applicant has provided accurate and complete details of his bank account in the Application, the Bankers to the Issue will make refund payments up to and inclusive of Sri Lanka Rupees Five Million (LKR 5,000,000/-) to the bank account specified by the Applicant, through SLIPS and a payment advice will be sent. In the event of refunds over Rupees Five Million (LKR 5,000,000/-) or if the Applicant has not provided accurate and correct details of his bank account in the Application or if the Applicant has not provided details of the bank account in the Application Form, the bank will make such refund payment to the Applicant by way of a cheque and sent by post at the risk of the Applicant. In the case of joint Application, the cheques will be drawn in favour of the Applicant s name appearing first in the Application Form. Applicants can obtain details on bank and branch codes required for providing instructions on SLIPS transfers at the following website; Refunds on Applications rejected or partly allotted Debentures would be made within ten (10) Market Days excluding the Closing Date. Applicants would be entitled to receive interest at the rate of last quoted Average Weighted Prime Lending Rate (AWPLR) published immediately preceding week by the CBSL or any other authority (in the event that the CBSL ceases to publish the AWPLR) plus five per centum (5.00%) for the delayed period on any refunds not made within this period. 2.9 DIRECT LODGEMENT WITH THE CDS AND TRADING OF DEBENTURES Debentures allotted will be directly deposited to the respective CDS accounts given in the Application Forms before the expiry of eighteen (18) Market Days, from the Closing Date. A written confirmation of the credit will be sent to the Applicant within two (02) Market Days of crediting the CDS account, by ordinary post to the address provided by each Applicant. The Company will submit to the CSE a 'Declaration' on direct upload to CDS on the Market Day immediately following the day on which the Applicants CDS accounts are credited with the Debentures. Trading of Debentures on the secondary market will commence on or before the third (3) Market Day from the receipt of the Declaration by the CSE as per the CSE Listing Rules. 30

32 3.0 PROFILE OF THE COMPANY 3.1 INCORPORATION Softlogic Finance PLC (SFP) is a Public Limited Liability Company domiciled in Sri Lanka, incorporated under the Companies Act No.17 of 1982 on 24th August OVERVIEW Softlogic Finance PLC was initially established as a leasing entity in 1999, and converted into Licensed Finance Company in February In year 2010, Softlogic Holdings PLC, with the intention of extending its diversified business interests into the financial sector, acquired a controlling interest in Softlogic Capital PLC. SFP is a 62.37% owned subsidiary of Softlogic Capital PLC which is the holding company of the finance arm of the Softlogic Group. Softlogic Holdings PLC effectively owns 45.12% of SFP Through Softlogic Capital PLC. Softlogic Finance PLC is a premier financial powerhouse consolidating all fund based activities focusing on the Retail and SME customers, providing both personal and corporate financial solutions. Softlogic Finance network has been on a fast forward expansion with coverage in 44 locations comprising of 17 branches, 16 pawning centres and 13 business extension units. Softlogic Finance was accorded with a BBB-/P3 (Stable) rating by RAM ratings in 2011, which was re-affirmed in July The company stands with total assets of LKR 18.14bn (USD mn) as at March 31, 2014 gathering customer deposits of LKR 9.3bn (USD 71.31mn) and Lease and Hire purchase of LKR 8.3bn (USD 63.7mn). The range of products and services offered are Leasing and Hire Purchase Financing, Fixed Deposits and Savings Accounts, Personal Loans, Business and Working Capital Financing and Gold Loans. The market segment mainly focused on by SFP remains the SME sector. Softlogic Holdings PLC, the ultimate parent of SFP is rated as one of Sri Lanka s most dynamic and aggressive conglomerates which commenced operations in 1991 as a software developer with just 12 employees; which now has expanded its footprint holding leading positions in domestic growth oriented sectors such as ICT, Healthcare, Retail, Financial Services, Automobiles and Leisure. The Group now provides employment to over 6,500 individuals generating a turnover of more than USD180mn. The Group s representations and strategic alliances with reputed global institutions and large multinational corporations confirm its unparalleled local stature. A master plan for consolidation has been announced by the Central Bank of Sri Lanka that requires identified Category A companies such as Softlogic Finance PLC to acquire or merge with identified Category B companies. Softlogic Finance PLC is accordingly exploring potential alternatives but has not entered in to any formal arrangements as at date OUR VISION To be the preferred Non-Banking Financial Institution in Sri Lanka 31

33 3.2.2 OUR MISSION - To strive to delight our customers through custom-made financials solutions, served through our professionals and highly motivated team, committed to excellence. - To create shareholder value through stability and above average returns. - To sustain our continued commitment to being a good corporate citizen, and make a positive contribution to the community and environment VALUES Performance - We are committed to a result oriented culture. We place customers at the centre of our activities and we hold ourselves responsible to deliver what we promise in keeping with customer need Innovation - We constantly challenge conventional wisdom and develop new solutions to meet customer requirements Integrity - We act fairly and honestly. We believe in ethics and transparency in all our dealings Human Capital - We benefit from the diversity of our business and our people by working together to achieve success. We treat all our staff with respect and dignity, provide opportunities to their career enhancement and reward them for good performance Success - We always strive to be the best in our business and possess a will to win Corporate - We care for the community and the environment taking the responsibility to protect them. We are a good corporate citizen and support worthy causes and CSR projects 32

34 3.3 SHAREHOLDING AND GROUP STRUCTURE AS AT 31 MARCH 2014 Softlogic Holdings PLC Softlogic Capital PLC (Investment Holding Company) 72.34% Asian Alliance Insurance PLC 57.72% Softlogic Stockbrokers Pvt Ltd % Softlogic Finance PLC 62.37% Capital Reach Portfolio Management Pvt Ltd % 33

35 4.0 GUARANTOR 4.1 OVERVIEW GuarantCo (GC) is a Mauritian company owned indirectly by the Private Infrastructure Development Group (PIDG) members through the PIDG Trust and in the case of Netherlands, through FMO (the Dutch Development Finance Company). GuarantCo, a Local currency guarantor; provides Risk mitigation instruments to credit enhance local currency debt issuances by the private, municipal and parastatal infrastructure sectors in lower income countries throughout the world; and Funds for technical assistance to develop and structure transactions that could include a contingent product provided by GuarantCo or to support local capacity building and capital market development. GuarantCo was conceived to help, address and overcome existing constraints in the supply of local currency debt financing to infrastructure projects and to help match the demand for local medium and long-term funding. The GuarantCo concept came from the Private Infrastructure Development Group (PIDG) which is a multi-donor, member-managed organization. Current PIDG members/ Governing Council include: 1. UK Department for International Development - (DFID) 2. Swiss State Secretariat for Economic Affairs - (SECO) 3. Netherlands Ministry of Foreign Affairs - (DGIS) 4. Swedish International Development Cooperation Agency - (Sida) 5. World Bank 6. Austrian Development Agency - (ADA) 7. Irish Aid 8. Kreditanstalt für Wiederaufbau, a German Government-owned Development Bank - (KfW) 9. Australian Agency for International Development - (AusAid) GuarantCo is run and managed on a commercial basis by Frontier Markets Fund Managers Limited ( FMFML ), which is a private limited liability Company established in Mauritius. FMFML has primary responsibility for the overall management and supply of advisory services to GuarantCo. Pursuant to the Guarantee Agreement signed between GuarantCo (The Guarantor) and Deutche Bank AG, Colombo Branch (The Trustee); the outstanding principal amount of Sri Lanka Rupees One Billion Four Hundred Million (LKR.1,400,000,000/-) under the Rated, Redeemable, Guaranteed Debentures Issued by SFP is guaranteed by GuarantCo, on an event of default by the Issuer of the said Debentures. The aggregate amount payable by the Guarantor in an event of default is Sri Lanka Rupees One Billion Four Hundred Million (LKR 1,400,000,000/-), which includes the outstanding Principal amount. For further details please refer Sections 1.4 and 1.7 of the Prospectus. 34

36 4.2 GUARANTEE OVER THE LOCAL CURRENCY LOAN GuarantCo Lenders/ Investors Softlogic Finance PLC Guarantee over the Local Currency Loan The facility provided for Softlogic Finance PLC is a guarantee covering par value of the Debenture being issued. A recourse agreement will be required between the borrower and GuarantCo to cover, amongst other provisions, the payment of fees to GuarantCo and the rights and obligations among the borrower, GuarantCo and the beneficiary following a call under the guarantee. 4.3 GUARANTCO S STRUCTURE & KEY STAKEHOLDER GuarantCo Limited is funded only by the International Aid Departments of the Governments of the United Kingdom (UK), Sweden, Switzerland and The Netherlands. The Governments of UK, Sweden and Switzerland have provided their funding through the Private Infrastructure Development Group (PIDG), whose other members are the International Aid Departments of the Governments of the UK, Sweden, Switzerland, Austria, The Netherlands, Ireland, Kfw of Germany (German Government-owned Development Bank, based in Frankfurt) and the International Finance Corporation. The Government of The Netherlands has provided funding for GuarantCo through FMO, The Dutch Development Bank. The Composition of Funding of GuarantCo as of December 2013 is given below: The Composition of Funding of GuarantCo Government United Kingdom The Netherlands Switzerland Sweden Current Stake in GuarantCo 65.60% 16.60% 10.50% 7.30% FMO, The Dutch Shareholding Intermediary PIDG Trust Development Bank PIDG Trust PIDG Trust 35

37 4.3.1 GUARANTCO S STRUCTURE 36

38 5.0 STATUTORY AND GENERAL INFORMATION 5.1 FINANCIAL YEAR The accounting year of the Company commences on 01 April and ends on 31 March in the following year. 5.2 DETAILS OF MANAGEMENT AGREEMENTS There are no management agreements presently in force or currently being considered. 5.3 LITIGATION, DISPUTES AND CONTINGENT LIABILITIES The Company has not been involved, nor is it currently involved in any legal arbitration or mediation proceedings in the recent past, which will have a significant effect on the Company s financial position and profitability. There have been no penalties imposed by Regulatory or State Authorities on the Company. The Company does not have any contingent liabilities that would affect its current and future profits in any such proceedings. In the normal course of business, the Bank makes various commitments and incurs certain contingent liabilities with legal recourse to customers. No Material losses are anticipated as a result of these transactions. 5.4 LITIGATION AGAINST THE COMPANY There are no legal, arbitration or mediation proceedings, which may have or have had in the recent past significant effects on the Company s financial position or profitability except for the details mentioned in Section 5.3 above. 5.5 PARTICULARS OF DEBT AND LOAN CAPITAL AS AT 31 MARCH 2014 COMPANY 1. Details of other Debt securities in issue Details of LKR 500,000,000/- worth of Debentures issued by the Company in August 2013 are as follows; a) Instrument Senior, Listed, Rated, Unsecured, Redeemable, Three (03) Year Debentures b) Debenture options: I. Type A - Fixed interest rate of % per annum on the principal sum payable annually during the tenure of the Debentures with an Annual Effective Rate (AER) of 17.00% II. Type B - Fixed interest rate of 16.50% per annum on the principal sum payable semiannually during the tenure of the Debentures with an Annual Effective Rate (AER) of 17.18% III. Type C - Fixed interest rate of % per annum on the principal sum payable monthly during the tenure of the Debentures with an Annual Effective Rate (AER) of 17.23% 37

39 1.1 Rights of above mentioned Debenture holders are as follows; I. Receiving the Principal Sum at maturity and interest on the Debentures II. III. IV. Ranking above the Shareholders of SFP in the event of liquidation Receiving the Annual Report and interim financial statements in terms of Listing Rules of the Colombo Stock Exchange and the Companies Act, as applicable Calling and attending meetings of the Debenture Holders V. In the event of liquidation or winding up, the claims of the Debenture holders will rank after all the claims of the secured creditors of SFP and the preferential claims under Section 365 of the Companies Act No.7 of 2007 but in priority to and over the claims and rights of the subordinated creditors and Shareholders of SFP 2. Other Borrowings of SFP as at 31 March 2014 comprise of the following categories of borrowings Category Amount (LKR) Due to banks 1,596,706,959 Securitization 1,000,170,577 Commercial Papers 3,322,389,818 Total 5,919,267,354 38

40 6.0 STATUTORY DECLARATIONS 6.1 STATUTORY DECLARATION BY THE DIRECTORS This Prospectus has been seen and approved by the directors of the Entity and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that provisions of the CSE Listing Rules and of the Companies Act No. 07 of 2007 and any amendments to it from time to time have been complied with and after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading or inaccurate. Where representations regarding the future performance of the Entity have been given in the Prospectus, such representations have been made after due and careful enquiry of the information available to the Entity and making assumptions that are considered to be reasonable at the present point in time in the best judgement of the directors. An application has been made to the Colombo Stock Exchange for permission to deal in and for a listing of all securities in a particular class issued by the Entity and those Securities of the same class which are the subject of this issue. Such permission will be granted when the Securities are listed on the Colombo Stock Exchange. The Colombo Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports included in this Prospectus. Listing on the Colombo Stock Exchange is not to be taken as an indication of the merits of the Entity or of the Securities issued. Dated 04 August 2014 Name of Directors Mr. Ashok Pathirage Mr. Nalin Wijekoon Mr. B.H.S Jayawardene Mr. Tuan Iftikar Ahamed Mr. Chris Corea Ms. Dushan Soza Mr. Saliya Wickremasinghe Mr. Nimal Palihena Signature Sgd. Sgd. Sgd. Sgd. Sgd. Sgd. Sgd. Sgd. 39

41 6.2 STATUTORY DECLARATION BY THE MANAGERS TO THE ISSUE We, First Capital Limited of No. 02, Deal Place, Colombo 03 being Managers to the Debenture Issue of Softlogic Finance PLC, hereby declare and confirm to the best of our knowledge and belief that this Prospectus constitutes full and true disclosure of all material facts about the issue and issuer, whose Rated, Redeemable, Guaranteed 5 year (2014/2019) Debentures are being issued. Dated 04 August 2014 Sgd. Director Sgd. Director 40

42 7.0 FINANCIAL INFORMATION 7.1 ACCOUNTANTS REPORT 41

43 42

44 7.2 FIVE YEAR FINANCIAL SUMMARY COMPANY RESULTS SOFTLOGIC FINANCE PLC COMPANY - FOR THE YEAR ENDED 2012/ / / / /09 Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000 OPERATING RESULTS Current SLFRS Previous SLAS Gross Income 2,277,546,258 1,534,038, ,609, ,881, ,381,677 Interest expenses (1,391,049,603) (793,292,514) (336,587,217) (202,372,563) (185,261,254) Net Income 1,048,238, ,552, ,628, ,596, ,625,866 Profit Before Income Tax 196,266, ,866, ,522,700 34,217,600 22,630,370 Profit After Income Tax 164,054, ,827,430 68,536,006 23,604,647 13,898,860 AS AT 31 MARCH Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000 FINANCIAL POSITION ASSETS Current SLFRS Previous SLAS Cash and cash equivalents 1,472,505,964 1,103,947, ,128,457 82,870,946 29,778,355 Investments 193,667,661 70,485,704 37,368, ,030,600 13,231,779 Lease and hire purchase receivables 7,221,967,081 6,004,640,531 3,359,237,863 1,526,853,925 1,002,663,414 Loans and receivables 3,352,909,970 2,240,648, ,881,044 30,792,786 28,293,700 Other non financial assets 791,538, ,356, ,573, ,747,040 69,975,365 Property, plant & equipment 177,862, ,248,028 36,524,950 16,463,379 22,748,091 Intangible assets 8,351,476 7,414,202 3,062, , ,489 13,218,803,281 10,075,740,887 4,409,776,696 1,867,708,068 1,167,274,193 LIABILITIES Due to banks 2,653,411,875 1,153,069, ,910, ,355, ,610,146 Due to customers 6,956,951,047 4,681,850,126 1,584,806, ,816, ,767,738 Borrowings 1,581,421,032 2,564,214,789 1,670,113, ,866,418 98,999,855 Deferred tax liabilities 65,150,142 75,374,483 39,108,824 31,859,922 28,571,042 Other Liabilities 757,272, ,152, ,202, ,289,521 63,344,641 12,014,206,789 8,967,661,502 3,893,142,235 1,650,187, ,293,421 EQUITY Stated capital 1,003,230,820 1,003,230, ,174, ,646, ,646,170 Reserves 201,365, ,848,565 48,460,091 16,874,632 13,334,602 Total Equity 1,204,596,492 1,108,079, ,634, ,520, ,980,772 Total Equity & Liabiities 13,218,803,281 10,075,740,887 4,409,776,696 1,867,708,068 1,167,274,193 43

45 7.3 FINANCIAL INFORMATION The following financial information of SFP is available on the website of CSE, and the website of the Company, Audited financial statements of the Company for the financial year ended 31 March 2014 Interim financial statements of the Company for the period ended 31 March

46 Annexure I RATING REPORT 45

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60 Annexure II Collection Points 59

61 COPIES OF THE PROSPECTUS CAN BE OBTAINED FREE OF CHARGE FROM THE FOLLOWING COLLECTION POINTS SOFTLOGIC FINANCE PLC- BRANCHES Head office - Colombo Metro Branch Level 2, No. 33, Park Street, No 315, R.A. De Mel Mawatha Colombo 02 Colombo 03. Tel : ( +94) Tel: (+94) Fax: (+94) Fax :(+94) Anuradhapura Kandy No.561/11, Maithripala Senanayake Mw, No.165, Kotugodella Veediya, New Town, Anuradhapura Kandy Tel: (+94) Tel: (+94) Fax: (+94) Fax: (+94) Badulla Kurunegala No.38, Anagarika Dharmapala Mawatha, No. 188, Kandy Road, Badulla Kurunegala Tel: (+94) Tel: (+94) Fax: (+94) Fax: (+94) Chilaw Matara No.28B, Kurunegala Road, No. 8A, 1st Floor, F N Building, Chilaw Station Road, Matara Tel: (+94) Tel: (+94) Fax: (+94) Fax:(+94) Dambulla Nawala No.719, Anuradhapura Road, No. 305B, Nawala Road, Dambulla Nawala Tel: (+94) Tel: (+94) Fax: (+94) Fax: (+94) Embilipitiya No.176, Ratnapura Road, Negombo Pallegama, No. 406/1 Udayarthoppuwa Road Embilipitiya Negombo Tel: (+94) Tel: (+94) Fax: (+94) Fax: (+94) Galle Nuwara Eliya No-64, Colombo Road, No.72, Kandy Road, Kaluwella, Galle Nuwara Eliya Tel: (+94) Tel: (+94) Fax: (+94) Fax: (+94)

62 Jaffna Polonnaruwa No.55/57/59, Kannathyddi Road, No.125, Batticaloa Road, Jaffna Polonnaruwa Tel: (+94) Tel: (+94) Fax: (+94) Fax: (+94) Kadawatha Ratnapura No.139/7/D, Kandy Road, No.1/200, Ground Floor, Kadawatha Main Street, Ratnapura Tel: (+94) Tel: (+94) Fax: (+94) Fax: (+94) Managers to the Issue Head office Kandy First Capital Limited No , Peradeniya Road, No. 2, Deal Place Kandy. Tel : Colombo Tel: /65 Matara Kurunegala No.6, 1st Floor, Union Assurance No. 24,Mezzanine Floor, Building, E.H.Cooray Building, Rajapihilla Mawatha, Anagarika Dharmapala Mawatha, Matara. Kurunegala. Tel : Tel : MEMBERS - DEBT AND EQUITY Bartleet Religare Securities (Pvt) Limited Lanka Securities (Pvt) Ltd Level "G", "Bartleet House", 228/1, Galle Road, 65, Braybrooke Place, Colombo 2 Colombo 04 Tel: Tel: Fax: Fax: Acuity Stockbrokers (Pvt) Ltd Asia Securities (Pvt) Ltd Level 6, Acuity House, Level 21, West Tower, No. 53, Dharmapala Mawatha, Colombo 3 World Trade Centre, Colombo 1 Tel: Tel: Fax: / 9 Fax:

63 John Keells Stock Brokers (Pvt) Ltd Nation Lanka Equities (Pvt) Ltd 186, Vauxhall Street, 44, Guildford Crescent, Colombo 2 Colombo - 07 Tel: , Tel: Fax: Fax: Capital Trust Securities (Pvt) Ltd Asha Phillip Securities Ltd 42, Mohamed Macan Markar Mawatha, 2nd Floor, Colombo 3 Lakshmans Building, Tel: No. 321, Galle Road, Fax: Colombo 03 Tele : S C Securities (Pvt) Ltd Fax : nd Floor, 55 D.R. Wijewardena Mawatha, Colombo 10 Assetline Securities (Pvt) Ltd Tel: No.120, 120A, Pannipitiya Road, Fax: Battaramulla Tel: , CT CLSA Securities (Pvt) Limited Fax: , , Majestic City, 10, Station Road, Colombo 4 Somerville Stockbrokers (Pvt) Ltd Tel , Vauxhall Street, Fax: Colombo 2 Tel: First Capital Equities (Pvt) Limited Fax: , No.01, Level 02, Lake Crescent, Colombo 02 J B Securities (Pvt) Ltd Tel: , St. Joseph Street, Fax: Colombo 14 Tel: NDB Securities (Private) Limited Fax: th Floor, NDB Building, 40, Navam Mawatha, Colombo 2 Tel: Fax:

64 TRADING MEMBERS - DEBT AND EQUITY Capital Alliance Securities (Pvt) Ltd TKS Securities (Pvt) Ltd Level 5, "Millennium House", 19-01, East Tower, 46/58 Navam Mawatha, Colombo 2 World Trade Centre Tel: Colombo 1 Fax: Tel: Fax: SMB Securities (Pvt) Ltd No. 47, Dharmapala Mawatha, Richard Pieris Securities (Pvt) Ltd. Colombo 3 No. 55/20, Vauxhall Lane, Colombo Tel: Fax: Fax: First Guardian Equities (Pvt) Ltd Claridge Stockbrokers (Pvt) Ltd. 32nd Floor, East Tower, No.10 Gnanartha Pradeepa Mawatha, World Trade Centre, Colombo 1 Colombo 8 Tel: Tel: Fax: Fax: Taprobane Securities (Pvt) Ltd Navara Securities (Pvt) Ltd 2nd Floor, 2nd Floor, 45/2, Braybrooke Street, No. 10, Gothami Road, Colombo 2 Colombo 08 Tel: / 20 Tel: Fax: Fax: Softlogic Stockbrokers (Pvt) Ltd Candor Equities Ltd No.06, 37th Lane, Level 8, South Wing, Queens Road, Millennium House, Colombo 03 46/58 Nawam Mawatha, Tel: Colombo 02 Fax: Tel: Fax: LOLC Securities Limited Level 18, West Tower, Serendib Stock Brokers (Pvt) Ltd World Trade Centre, Level 15, East Tower, Echelon Square World Trade Center, Colombo 1 Colombo 01 Tel: Tele : Fax: Fax : Enterprise Ceylon Capital (Private) Limited 27th Floor, East Tower, World Trade Centre, Colombo 1 Tel: Fax:

65 First Capital Markets Limited Capital Alliance Limited No.02, Deal Place, Level 5, "Millenium House" Colombo 3 46/58, Nawam Mawatha, Colombo 2 Tel: Tel: Fax: Fax: Wealthtrust Securities Limited No. 32, Castle Street, Colombo 08 Tel: Fax:

66 Annexure III Custodian Banks 65