medine sugar estate

Transcription

medine sugar estate

MEDINE LIMITED
Chairman’s Letter to Shareholders
Further Admission Document
Circular to Shareholders
Notice of special meeting
Notice of class meeting of holders of ordinary shares
and
Notice of class meeting of holders of preference shares
Medine Limited
11th Floor, Medine Mews
4 Chaussée Street, Port Louis, Mauritius
T +230 211 6101
F +230 211 6173
E corporate@medine.com
www.medine.com
MEDINE LIMITED - CHAIRMAN’S LETTER
Dear Shareholder,
Proposal to convert all preference shares of Medine Limited (“ML” or the “Company”) into ordinary shares
As disclosed in the cautionary announcement dated 18 June 2014, the holding companies of ML are planning a restructuring of
the capital of ML (the “Restructuring”). The attached circular explains the Restructuring that the board of ML (the “Board”) has
decided upon and for which it is looking for your support.
You will be aware that Alma Investments Company Limited (“Alma”), The Black River Investments Company Limited (“BRI”)
and The Medine Shares Holding Company Limited (“MSH”) (together the “Holding Companies”) are holding companies of ML,
Excelsior United Development Companies Limited (“EUDCOS”) and Société de Développement Industriel & Agricole Limitée
(“SODIA”). A shareholding structure of ML is set out below:
Alma
Note:
• Shareholding in preference shares shown in [•]
0.03%
50.10%
0.03%
26.27%
BRI
1.88%
[1.16%]
MSH
25.29%
SODIA
30.55%
26.13%
[5.68%]
Medine
29.25%
27.41%
EUDCOS
[6.20%]
Except for Alma, which had a portfolio of other securities, MSH and BRI only hold investments in ML, EUDCOS and SODIA.
Further to the above decision to eliminate the Holding Companies, your Board felt necessary to deal only with one class
of shares, whereby the decision to convert the ML preference shares into ML ordinary shares. As you will be aware, from
an economic point of view, there is no difference between the preference shares and the ordinary shares in terms of asset
distribution and your Board is proposing to convert the preference shares on a 1:1 basis.
With a single class of shares, ML shall have more flexibility going forward in how to structure the Company’s capital. Moreover,
the elimination of the Holding Companies will increase the number of shareholders in ML and we therefore expect greater
liquidity in your investment.
Recommendation of your Board
The Board believes that the conversion of the preference shares into ordinary shares is in the best interest of the shareholders
as a whole. As such, your Board is recommending that you vote in favour of the related resolutions at the special meeting of the
Company, at the class meeting of holders of ordinary shares and at the class meeting of holders of preference shares convened
for the purpose. The object of the meetings is to consider and, if deemed advisable, to vote on a number of resolutions which
have been approved by your Board on 9 September 2014.
Medine Limited - Circular to Shareholders
1
CHAIRMAN’S LETTER
You will find, in the circular attached, the notices for the meetings which explain the proposed resolutions being submitted for
your vote. You will also find attached the corresponding proxy forms. Please refer to the following sections:
Meeting
Notice
Proxy form
Special meeting of the Company
Appendix 2
Appendix 3
Class meeting of the holders of the ordinary shares
Appendix 4
Appendix 5
Class meeting of the holders of the preference shares
Appendix 6
Appendix 7
Whether or not you plan to attend the meetings, you may complete, date, sign and return the relevant accompanying proxy
forms to the registered office of ML, not less than 24 hours before the holding of the meetings. You will find in Section 4 the
proposed timetable for the preference share conversion.
The Board has set up an enquiries desk to assist you in respect of any queries you may have. Please do not hesitate to call on
211 6101 for any assistance.
Your vote is important. The Board and I believe in the Restructuring and we recommend you to attend the meetings on
8 October 2014 or return your proxy forms duly filled in and vote for the proposed resolutions.
On behalf of the Board of Directors of ML, I thank you for your continuous support and appreciate your consideration of abovementioned matters.
Yours sincerely
René Leclézio
Chairman
9 September 2014
2
Medine Limited
(Incorporated and registered in Mauritius on 27 June 1913 with business registration number C06000045)
CIRCULAR TO SHAREHOLDERS
in relation to
the conversion of 18,059,400 preference shares of Medine Limited into ordinary shares
Notice of special meeting of Medine Limited
and
FURTHER ADMISSION DOCUMENT
AD Number: LEC/1/03/2014
in respect of
18,059,400 ordinary shares at par value of MUR10 each to be admitted to the
Development & Enterprise Market (“DEM”)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This document sets out the details and terms of the conversion of all the preference shares of Medine Limited (“ML” or the
“Company”) into ordinary shares, the background to and reasons for the proposed conversion.
This document also serves as a Further Admission Document and includes information given in compliance with schedule two
of the DEM Rules.
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 Stock Exchange
of Mauritius Ltd (“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.
If you are in any doubt about the contents of this document or the action you should take, you should consult immediately
a person who specialises in advising on the acquisition and disposal of shares and other securities. The contents of this
document are not to be construed as legal, business or tax advice. Each shareholder should consult his, her or its own solicitor,
independent financial adviser or tax adviser for legal, financial or tax advice. Shareholders should rely only on the information
in this document. No person has been authorised to give any information or make any representations other than those
contained in this document and, if given or made, such information or representations must not be relied on as having been
authorised by the Company.
Your attention is drawn to the letter from the Chairman of the Board of ML (the “Board”) which contains a recommendation
from the Board that you vote in favour of each of the resolutions to be proposed at the special meeting of the Company, at the
class meeting of ordinary shareholders and at the class meeting of preference shareholders as set out in the notices of meeting
in Appendix 2, Appendix 4 and Appendix 6 of this document.
Neither the Listing Executive Committee (“LEC”) of the SEM, nor the SEM, nor the Financial Services Commission (“FSC”)
assume any responsibility for the content of this Further Admission Document, make any 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 of this Further Admission Document.
This document is not a prospectus nor a statement in lieu of a prospectus for the public to subscribe for shares in ML.
The SEM and the FSC do not vouch for the financial soundness of the Company or for the correctness of any statement made
or opinion expressed with regard to it.
9 September 2014
3
TABLE OF CONTENTS
1.
Declaration by directors
5
2.
Background to the restructuring
6
3.
Preference Share Conversion
7
3.1
Preference share rights
7
3.2
Approvals for the Preference Share Conversion
7
3.3
Changes to share capital
7
4.
Timetable of principal events
8
5.
Implementation of the Preference Share Conversion
9
6.
Dissenting shareholders
10
7.
Preference Share Conversion data
11
8.
Estimated Admission Costs
12
9.
Corporate information
13
9.1
Company information
13
9.2
Advisors
14
10. Glossary
Appendix 1 Additional information disclosed in compliance with the DEM rules
for the admission of the New Ordinary Shares for listing
4
Page
15
17
Appendix 1.1 Background to ML
17
Appendix 1.2 Risk factors
18
Appendix 1.3 Directors
20
Appendix 1.4 Key provisions of the constitution of ML
20
Appendix 2 Notice of Special Meeting
23
Appendix 3 Proxy form for Special Meeting
25
Appendix 4 Notice of Ordinary Class Meeting
27
Appendix 5 Proxy form for Ordinary Class Meeting
29
Appendix 6 Notice of Preference Class Meeting
31
Appendix 7 Proxy form for Preference Class Meeting
33
1. Declaration by directors
This document is not an invitation to the public to subscribe for shares in ML but is issued in compliance with the DEM rules
governing the admission of the new ordinary shares of ML on the DEM pursuant to the conversion of preference shares of ML
into ordinary shares of ML as described in Section 3 (the “New Ordinary Shares”).
The directors of ML (the “Directors”), whose names appear in Appendix 1.3, collectively and individually, accept full
responsibility for the contents and completeness of this Further Admission Document. They furthermore declare that to the best
of their knowledge and belief, and after having made reasonable inquiries, the Further Admission Document complies, where
applicable, with the DEM Rules, the Companies Act 2001, the Securities Act 2005 and Regulations made under these Acts.
The Directors also confirm that when bringing the New Ordinary Shares for listing on the DEM, they have no potential conflict
of interest between their duties to the Company and their private interests or any other duties.
The Directors, after having made due and careful enquiry, are of the opinion that the working capital available to the Company
will be sufficient for its present requirements, that is for at least twelve months from the date of admission of the new
securities.
The Directors certify that no significant change in the financial or trading position has occurred since the last audited financial
statements of the Company.
APPROVAL BY DIRECTORS
Approved by the Board of Directors of the Company on 9 September 2014 and signed on its behalf by
René Leclézio
Director
Daniel Giraud
Director
5
2. Background to the restructuring
As disclosed in the cautionary announcement dated 18 June 2014, the holding companies of ML are planning a restructuring of
the capital of ML. Please refer to Appendix 1 for background information on ML.
ML, Excelsior United Development Companies Limited (“EUDCOS”) and Société de Développement Industriel & Agricole Limitée
(“SODIA”) are sister companies (the “Companies”) with common shareholders namely Alma Investments Company Limited
(“Alma”), The Black River Investments Company Limited (“BRI”) and The Medine Shares Holding Company Limited (“MSH”) (the
“Holding Companies”). The Companies and Holding Companies are thereafter collectively referred to as the “Medine Group”.
Subject to shareholders’ approval, the boards of directors of the Medine Group at their meetings held on 18 June 2014 decided
to restructure the Medine Group so as to eliminate the Holding Companies (the “Restructuring”). The aim of the Restructuring
is to unlock value for the existing shareholders of the Medine Group given that the Holding Companies are trading at a discount
to the value of the underlying assets i.e. their respective holdings in ML, EUDCOS and SODIA. Additionally, such Restructuring
will allow the Medine Group to save on administrative costs in the medium to long term.
Currently, Medine has two classes of shares with 86,940,600 ordinary shares (the “Ordinary Shares”) and 18,059,400 preference
shares (the “Preference Shares”) in issue. As part of the Restructuring, ML is looking into the conversion of all of its Preference
Shares into Ordinary Shares in order to simplify its share capital structure and improve trading liquidity in its Ordinary Shares.
The Restructuring is expected to be undertaken as follows:
• Conversion of the Preference Shares of ML into Ordinary Shares of ML in the ratio of 1:1 (the “Preference Share Conversion”);
• Liquidation of MSH and distribution of its core investments (i.e. ML shares, EUDCOS shares and SODIA shares) to the
shareholders of MSH;
• Liquidation of BRI and distribution of its core investments (i.e. ML shares, EUDCOS shares and SODIA shares) to the
shareholders of BRI;
• Liquidation of Alma and distribution of its core investments (i.e. ML shares, EUDCOS shares and SODIA shares) to the
shareholders of Alma.
6
3. Preference Share Conversion
3.1 Preference share rights
Preference Shares and Ordinary Shares differ with regard to the voting rights that are attached to them and their dividend
entitlement. Thus,
• Ordinary Shares carry voting rights;
• Preference Shares do not grant the shareholders voting rights but, upon approval by ordinary shareholders, do grant them
preference in terms of dividends, for up to 6% of the par value.
Taking into account the rights of the ordinary and preference shareholders, the Board has approved, subject to shareholders’
approval, the conversion of preference shares into ordinary shares in the ratio of 1:1. Preference shares do not hold voting rights
and have priority over payment of dividend of up to 6% of the par value but such dividends need to be approved by ordinary
shareholders. Then, up to 6% of the value of the initial amount paid for the ordinary shares can be distributed as dividends
to ordinary shareholders. Any amount above the 6% needs to be distributed proportionately between ordinary shareholders
and preference shareholders. The preference shareholders and the ordinary shareholders rank equally in case of distribution of
the assets.
The conversion of Preference Shares into Ordinary Shares is a pre-requisite for the Restructuring. The Board believes that the
solvent liquidation of the Holding Companies will democratise the shareholding of ML and improve the liquidity of ML shares.
The price of the New Ordinary Shares will be determined by the market on the first day of trading which is expected to
commence on 11 November 2014. The price is expected to be aligned to that of currently quoted ordinary shares.
All of the New Ordinary Shares will be in registered form and the register is kept by MCB Registry and Securities Limited. The
shares are both certificated and dematerialised shares.
3.2 Approvals for the Preference Share Conversion
The Preference Share Conversion is conditional on:
• The ordinary shareholders at the special meeting of the Company (the “Special Meeting”) to be held on 8 October 2014
approving the special resolutions to:
- convert Preference Shares into Ordinary Shares; and
- amend the constitution of the Company to delete the rights attached to the Preference Shares.
• The ordinary shareholders approving by special resolution the conversion of the Preference Shares into Ordinary Shares at
the class meeting of holders of ordinary shares (the “Ordinary Class Meeting”) to be held on 8 October 2014;
• The preference shareholders approving by special resolution the conversion of the Preference Shares into Ordinary Shares
at the class meeting of holders of preference shares (the “Preference Class Meeting”) to be held on 8 October 2014.
A shareholder, who votes against any of the above-mentioned resolutions, can request the Company to buy him out under
Section 109 of the Companies Act 2001 (“CA”). The details of the procedures to be followed are provided in Section 6.
3.3 Changes to share capital
As at 30 June 2014, ML had 86,940,600 Ordinary Shares and 18,059,400 Preference Shares at a par value of MUR10 per share,
totalling MUR1,050,000,000. All the Ordinary Shares and Preference Shares as at 30 June 2014 were fully paid up.
Subject to approval of preference shareholders and of ordinary shareholders, ML will convert all the 18,059,400 Preference
Shares in issue at the close of business on 29 October 2014 (the “Record Date”) into 18,059,400 New Ordinary Shares.
Following the implementation of the Preference Share Conversion, no Preference Share will be traded on the DEM. The SEM has
conditionally accepted the admission of the New Ordinary Shares (ISIN: MSE.I0000) on the DEM, subject to the shareholders
approving the Preference Share Conversion. The implementation of the Preference Share Conversion is set out in Section 5.
Share Capital
Issued ordinary share capital as at 30 June 2014
Issue of New Ordinary Shares upon conversion of
preference shares into ordinary shares
Expected issued share capital as at 29 October 2014 Number of Ordinary Shares
MUR
86,940,600
869,406,000
18,059,400
180,594,000
105,000,000
1,050,000,000
After the conversion of the Preference Shares of ML into Ordinary Shares, the current ordinary shareholders of ML will be diluted
by 17.20%.
7
4. Timetable of principal events
Date
Announcement of the Restructuring of the Medine Group
18 June 2014
Board approving this document
9 September 2014
Dispatch of notice of Special Meeting to ML shareholders
19 September 2014
Dispatch of notice of Ordinary Class Meeting to ML ordinary shareholders
19 September 2014
Dispatch of notice of Preference Class Meeting to ML preference shareholders
19 September 2014
Latest date for receipt of proxy forms
7 October 2014
Special Meeting of the Company for ordinary shareholders to vote on the resolution
to amend the constitution of the Company
8 October 2014
Ordinary Class Meeting to vote on the resolution to convert the Preference Shares into Ordinary Shares
8 October 2014
Preference Class Meeting to vote on the resolution to convert the Preference Shares into Ordinary Shares
8 October 2014
Cautionary Announcement stating the results of the shareholders’ votes
8 October 2014
First trading session of Preference Shares cum conversion rights
9 October 2014
Last day for the deposit of Preference Share certificates for conversion at the CDS
22 October 2014
Last trading session of Preference Shares cum conversion rights and suspension of trading
of preference shares
24 October 2014
Close of preference shareholders’ register after cum conversion rights trading – Record Date
29 October 2014
Conversion of Preference Shares into Ordinary Shares and cancellation of admission of
Preference Shares from the DEM
29 October 2014
Allotment date for New Ordinary Shares
5 November 2014
CDS accounts credited with the New Ordinary Shares
10 November 2014
Dispatch of share certificates in respect of the New Ordinary Shares
10 November 2014
Admission and commencement of trading of New Ordinary Shares on the DEM
11 November 2014
If any of the above times and/or dates change, the revised times and/or dates will be notified to shareholders through a
cautionary announcement which will be available on ML’s and SEM’s websites and published in two daily newspapers.
8
5. Implementation of the Preference Share Conversion
Subject to the passing of the resolutions at the Special Meeting, the Ordinary Class Meeting, and the Preference Class Meeting
(the “Approvals”), all of the Preference Shares will be converted into New Ordinary Shares. Holders of Preference Shares do
not need to take any further action if the Preference Share Conversion is approved. The conversion will take place automatically.
Subject to the Approvals, the Record Date for the Preference Share Conversion is 29 October 2014.
Upon the conversion of the Preference Shares into New Ordinary Shares, there will be no Preference Shares outstanding.
Consequently, the admission of the Preference Shares will be cancelled on the DEM.
The Preference Shares to be converted into New Ordinary Shares pursuant to the Preference Share Conversion shall be converted
free from all liens, charges, encumbrances and any other third party rights of any nature whatsoever and together with all
rights attaching thereto.
Holders of Preference Shares who have pledged their shares are advised to liaise with their creditors to renegotiate the terms
of their respective pledge agreements.
Preference shareholders who hold shares in a Central Depository & Settlement Co Ltd (“CDS”) account at the close of books will
receive their corresponding number of New Ordinary Shares and these will be directly credited to their CDS accounts.
ML Preference Share certificates will be cancelled in the register of preference shareholders and New Ordinary Share certificates
will be issued to all preference shareholders who have not deposited their share certificates in a CDS account by 22 October
2014.
The Company has received on 1 September 2014 conditional approval for all the New Ordinary Shares to be admitted to and
to trade on the DEM. Admission of all the New Ordinary Shares is expected to take place and dealings in them are expected
to commence no later than 11 November 2014. Full details of the Preference Share Conversion data are set out in Section 7.
The New Ordinary Shares arising as a result of the implementation of the Preference Shares Conversion will be credited as fully
paid up and rank pari passu in all respects with the existing Ordinary Shares in issue, including their right to receive all future
dividends or other distributions declared, made or paid after the date of conversion. The rights attached to the New Ordinary
Shares are set out in Appendix 1.2.
In the case of Preference Shares held by bare-owners and usufructuaries, the New Ordinary Shares shall be credited in favour
of the bare owners and shall be subject to the same usufruct.
9
6. Dissenting shareholders
The conversion of Preference Shares into Ordinary Shares constitutes a variation of rights under Section 114 of the CA. An
ordinary shareholder or a preference shareholder, who casts all the votes attached to the shares registered in his name and for
which he is the beneficial owner against the Preference Share Conversion may require ML to purchase his ordinary shares or his
preference shares under Section 108 of the CA if the related resolution is approved by a majority of 75% of the votes of those
shareholders entitled to vote and voting on the resolution.
Any shareholder, who casts his votes against the proposed resolutions in a manner described above (the “Dissenting
Shareholder”), must give written notice to ML requiring ML to purchase his shares within 14 days of the Ordinary Class Meeting
or the Preference Class Meeting, as the case may be.
A Dissenting Shareholder who exercises his right to be bought out is entitled to receive a fair and reasonable price for his shares.
The price per share will be, as the case may be, the price :
• at which Ordinary Shares are traded on the DEM at the close of business on the eve of the Ordinary Class Meeting; or
• the Preference Shares are traded on the DEM at the close of business on the eve of the Preference Class Meeting.
Dissenting Shareholders who have pledged their shares in ML must make appropriate arrangements for the release of their
shares from any existing pledge if they wish to require ML to purchase their shares under Section 109 of the CA.
10
7. Preference Share Conversion data
Preference Share Conversion data
Number of Ordinary Shares in issue as at 30 June 2014
86,940,600
Number of Preference Shares in issue as at 30 June 2014
18,059,400
Number of Preference Shares to be converted into Ordinary Shares pursuant to the Preference Share Conversion 18,059,400
Number of New Ordinary Shares arising as a result of the conversion of Preference Shares pursuant to
the Preference Share Conversion
Percentage of enlarged ordinary share capital represented by the number of New Ordinary Shares arising
as a result of the conversion of Preference Shares into New Ordinary Shares
Number of Ordinary Shares in issue following completion of the Preference Share Conversion1
Number of Preference Shares in issue following completion of the Preference Share Conversion
18,059,400
17.20%
105,000,000
Nil
1 Assuming that the resolutions to convert the preference shares into ordinary shares are approved by both the ordinary
shareholders and the preference shareholders and the resolution to amend the constitution of the Company to authorise the
conversion of Preference Shares into Ordinary Shares is approved by the ordinary shareholders.
11
8. Estimated Admission Costs
No proceed is expected from the issue of the New Ordinary Shares. The estimated costs incurred for the admission are
summarised below:
12
Fees and other expenses MUR
Legal and secretarial
Professional services
SEM application fees
Postage and printing costs
400,000
1,200,000
65,000
163,000
Estimated admission costs
1,828,000
9. Corporate information
9.1 Company information
Company Legal and Commercial
Name
Medine Limited (The Medine Sugar Estates Company Limited until 9 September
2009)
Type of Company
Public company limited by shares incorporated under the Companies Act 2001
Date of incorporation
June 27, 1913
Country of incorporation/domicile
Mauritius
Business Registration Number
C06000045
Registered Address
11th Floor, Medine Mews, 4 Chaussée Street, Port-Louis, Mauritius
Contact Details
Tel: +230 211 6101
Fax: +230 211 6173
Company Secretary
Patricia Goder
Group Company Secretary
11th Floor, Medine Mews, 4 Chaussée Street, Port Louis
ISIN
Ordinary shares: MSE.I0000
Preference shares: MSE.J0000
13
9. Corporate information
9.2 Advisors
Auditors
BDO & Co
10, Frère Félix de Valois Street, Port Louis
Notary
Etude Montocchio-d’Hotman
4th Floor, Labama House
35, Sir William Newton Street, Port Louis
Transaction Adviser
PricewaterhouseCoopers Ltd
18, Cybercity, HSBC Centre, Ebène
Registrar and Transfer Agent
MCB Registry and Securities Limited
MCB Centre, Sir William Newton Street, Port Louis
Legal Advisers
Sir Hamid Moollan QC
6th Floor, PCL Building,
43, Sir William Newton Street, Port Louis
Maxime Sauzier SC
5th Floor, Chancery House,
Lislet Geoffroy Street, Port Louis
Patrice Doger de Spéville SC
Hervé Duval Counsel
Suite 509-510, St James Court,
St Denis Street, Port Louis
Danielle Lagesse SA
411, Chancery House,
Thierry Koeing SA
Lislet Geoffrey Street, Port Louis
Principal Bankers
The Mauritius Commercial Bank Ltd
Sir William Newton Street, Port Louis
State Bank of Mauritius Ltd, State Bank Tower,
1 Queen Elizabeth II Avenue, Port Louis
Barclays Bank PLC
6th Floor, Barclays House 68-68A,
Cybercity, Ebène
AfrAsia Bank Limited
Dr Ferrière Street, Port Louis
14
10. Glossary
Term
Definition
Alma
Alma Investments Company Limited
Approvals
The passing of the resolutions at the Special Meeting, the Ordinary Class Meeting and
Preference Class Meeting.
Board
The board of directors of ML
BRI
The Black River Investments Company Limited
CA
The Companies Act 2001
CDS
Central Depository & Settlement Co Ltd
Company
Medine Limited
Companies
ML, EUDCOS and SODIA
Constitution
The constitution of the Company
DEM
Development and Enterprise Market
Directors
The Directors of ML
Dissenting Shareholder
A shareholder who casts all the votes attached to the shares registered in his name and
for which he is the beneficial owner against the Preference Share Conversion
EUDCOS
Excelsior United Development Companies Limited
FSC
Financial Services Commission
Holding Companies
Alma, BRI and MSH
ISIN
International Securities Identification Number
LEC
Listing Executive Committee
m
million
Medine Group
ML, EUDCOS, SODIA ,BRI, ALMA and MSH
ML
Medine Limited
MEV
Medine Education Village
MSH
The Medine Shares Holding Company Limited
MUR
The lawful currency of Mauritius
New Ordinary Shares
The new Ordinary Shares arising as a result of the conversion of Preference Shares into
Ordinary Shares subject to shareholders’ approval
Ordinary Class Meeting
The class meeting of holders of ordinary shares to be held on 8 October 2014
Ordinary Shares
Ordinary shares in the capital of the Company
PAD
Promotion and Development and its subsidiaries
Preference Class Meeting
The class meeting of holders of preference shares to be held on 8 October 2014
Preference Shares
Preference shares in the capital of the Company
Preference Share Conversion
The conversion of the 18,059,400 Preference Shares of ML into New Ordinary Shares
Proxy Forms
The proxy forms attached to this document
Record Date
Being 29 October 2014, the date on which the list of preference shareholders qualifying
for conversion into New Ordinary Shares is finalised
Restructuring
Restructuring of the Medine Group as recommended by the boards of directors on 18
June 2014
SEM
Stock Exchange of Mauritius Ltd
SODIA
Société de Développement Industriel & Agricole Limitée
Special Meeting
The special meeting of the Company to be held on 8 October 2014
Talents
Talent Solutions Limited
15
APPENDICES
Appendix 1 Additional information disclosed in compliance with the DEM rules
for the admission of the New Ordinary Shares for listing
16
17
17
18
19
20
Appendix 2 Notice of Special Meeting
23
Appendix 3 Proxy form for Special Meeting
25
Appendix 4 Notice of Ordinary Class Meeting
27
Appendix 5 Proxy form for Ordinary Class Meeting
29
Appendix 6 Notice of Preference Class Meeting
31
Appendix 7 Proxy form for Preference Class Meeting
33
APPENDIX 1
Appendix 1
Additional information disclosed in compliance with the DEM rules for the admission of the New Ordinary Shares for
listing
ML is a public company incorporated in Mauritius on 27 June 1913 and listed on the DEM since 4 August 2006. It was previously
known as The Medine Sugar Estates Company Limited until 9 September 2009 when it changed its name to Medine Limited.
Established a century ago, the Company is acknowledged as a major player in the socio-economic development of Mauritius
and has taken an active role in shaping the western landscape of the island.
In 2001, ML separated from Flacq United Estates Ltd, resulting in major changes in the shareholding of ML. In 2002, a new
constitution was drafted for ML to comply with the Companies Act 2001. The new constitution provided for the appointment of
a vice-chairman and the constitution of an executive committee consisting of the chairman, the vice–chairman, and the chief
executive officer.
ML has undergone a rebranding exercise in 2009. The new identity reflects the current ambition of the Company whose
activities have been restructured into three distinct clusters:
• Medine Property is engaged in the development of residential, commercial and office buildings. Medine Property developed
Tamarina Golf Estate and Beach Club, the first Integrated Resort Scheme in Mauritius consisting of 119 luxury villas and
an 18-hole championship golf course. More recently, in 2011, ML inaugurated Cascavelle Shopping Village and started the
operation of Medine Business Park. In the last year, a couple of residential land parcelling projects were realised, namely
Ruisseau Palmyre and Chapman’s View.
• Medine Agriculture is engaged in sugarcane growing and milling activities. This cluster is also involved in the production of
plantation white sugar since 2010 and in energy production. The cluster diversified into other agricultural activities such as
food-crops with the brand “Jardins de Medine”, a plant nursery and landscaping services.
• Medine Leisure manages, operates and develops the Company’s leisure activities, including Tamarina Golf Club, Tamarina
Boutique Hotel and Casela World of Adventures.
ML is also involved in the development of education services through the Medine Education Village project. ML also provides,
through one of its subsidiaries Talent Solutions Limited, internationally recognised academic programmes in Mauritius.
The organisational structure of ML and its subsidiaries (the “Group”) is as follows:
ML
72%
Societé
Reufac
80%
The Medine
Sugar Milling
Company
Limited
100%
Medine Rum
Limited
50%
49%
Henrietta
Energy Ltd
49%
100%
100%
Medine
Property
Management
Ltd
Tamarina
Golf Estate
Company
Limited
100%
100%
100%
Talent
Solutions Ltd
Tamarina Golf
Club Ltd
Roches Brunes
Energy Ltd
Casela Ltd
100%
Clarens Fields
Ltd
100%
Tamarina
Beach Club
Hotel Limited
56.89%
Cascavelle
Shopping Mall
Limited
100%
TGE
Management
Services
Limited
100%
Barachois
Villas
Company
Limited
40%
Safari
Adventures
Co Ltd
The Indian
Ocean Rum
Company
Limited
17
APPENDIX 1
The table below shows the shareholders holding 5% or more of ML, with voting rights, prior and post conversion of preference
shares into ordinary shares.
Shareholdings over 5%
Prior to conversion of
preference shares into
ordinary shares
Post conversion of
preference shares into
ordinary shares
BRI
30.55%
26.27%
MSH
29.25%
25.29%
Promotion and Development Ltd (“PAD”) 16.12%
19.47%
As discussed in Section 2, the aim of the Restructuring is to eliminate the Holding Companies so as to unlock value for the
existing shareholders of ML, EUDCOS and SODIA given that the Holding Companies are trading at a discount to the value of
the underlying assets. Table below shows the shareholders holding 5% or more of ML, EUDCOS and SODIA, prior and post the
Restructuring.
Shareholdings
over 5%
ML
Prior to
Restructuring
EUDCOS
Post
Restructuring
Prior to
Restructuring
SODIA
Post
Restructuring
Prior to
Restructuring
Post
Restructuring
BRI
30.55%
-
27.41%
-
26.27%
-
MSH
29.25%
-
26.13%
-
25.29%
-
PAD
16.12%
34.96%
4.90%
21.97%
19.02%
34.51%
Though the Company is facing legal proceedings, there is currently no one case which is significant to the Company.
The risks and uncertainties described below represent those that the Directors consider material as at the date of this
document. However, these risks and uncertainties are not the only ones facing the Group. Additional risks and uncertainties not
presently known to the Directors, or that the Directors currently consider to be immaterial, may individually or cumulatively also
materially and adversely affect the business, results of operations, financial condition and/or prospects of the Group. If any or a
combination of these risks actually occurs, the business, results of operations, financial condition and/or prospects of the Group
could be materially and adversely affected. In such cases, the market price of the ordinary shares could be adversely impacted.
• Business Risks
The overall revenues and operating results of Group depend on a diversity of products and services and this diversified strategy
in itself limits the risk faced by the Group, since the markets involved differ in their structure and economic cycles. ML has an
informal risk management process in place as an integral part of its ongoing business planning processes. Potential negative
developments, such as changes in customer demand or the political framework, are dealt with in a timely manner to avoid
deviations from the business plan.
A key business risk to the Agriculture Cluster is the price of sugar. Production is falling and the Group is benefitting less
from economies of scale, which impacts negatively on its competitiveness in the sugar industry. The Group is, however, still
benefitting from the European Union money used for the restructure of the sugar industry. The diversification to food crops faces
uncertainty over its return as the local market for vegetables particular is very price sensitive and the main risks associated with
sugar and food crop production are caused by natural hazards, such as droughts, cyclones and floods, as well as by harmful
factors such as pests and diseases. The Group has insurance cover for their sugar production and furthermore, the Agriculture
cluster has invested extensively in irrigation systems to manage drought risks.
The Property Cluster is influenced mainly by the economic growth in the country. Commercial local businesses ability to rent
properties depends on the former’s financial performance but with the increased competition due to new shopping malls
across the country and low economic growth, these businesses may struggle to stay operational. The sale of residential and
non residential properties relies on local residents’ purchasing power but with economic growth forecast remaining relatively
low for 2014, the prospect of increase in demand remains unknown. Medine Group is also facing uncertainty over the allocation
of permits from the authorities to redevelop land for residential and non residential projects. Delays in granting permits have
been encountered in the recent past.
18
APPENDIX 1
The tourism industry has a direct relationship with the activities operated within the Leisure Cluster. The occupancy rate of
Tamarina Beach Club Hotel is reflected through the European economies’ performance as this is the main tourism market for
Mauritius. There is a higher demand for golf from the local population which is enhancing the competitiveness of this sector.
The Tourism Authority is helping local businesses by showcasing Mauritius as a golf destination abroad. Another area of risk is
the increase in the variety of leisure activities available to consumers, particularly the new malls opening across the country.
Therefore, the Group has implemented the Casela Master Plan to revamp the nature and leisure park’s operations to increase
its popularity.
• Information Technology Risks
IT risks can affect a business’s results when information is unavailable, erroneous or unintentionally disclosed, or when the
processes to be depicted have been implemented in IT systems in a way that is too inflexible, too complex, or illegal. Security
gaps and insufficient emergency planning measures can quickly become incidents that affect the entire company.
The Group ensures the necessary availability of business-critical application systems and access to business-relevant data by
means of appropriate redundancy of systems, networks and sites, as well as suitable tested contingency measures. Security
guidelines are in place and include appropriate organisational and technical precautions for access control, access rights, virus
protection, and data protection. The effectiveness of these measures is continuously monitored and reviewed by the internal
auditors as well as the external auditors. A dedicated process ensures that IT risks are evaluated and appropriate measures
taken. On the basis of the measures taken, the Group assumes that the likelihood of a serious IT risk occurring is low.
• Health, Safety and Environmental Risks
Given the diversity of its business activities, the Group is exposed to risks of possible damage to people, goods and its image.
The recently opened Tamarina Boutique Hotel is located on the coast and faces the risk of causing soil erosion and dumping of
non-recycled wastewater in the ocean. The Group minimises the risks to people and the environment by means of auditing,
advising and training in matters of environmental protection as well as occupational health and safety. In order to ensure the
continuity of plant and equipment, Medine monitors these risks at all locations. By adhering to high technical standards, rules
of conduct, and all legal requirements in environmental protection and occupational health and safety, the Group ensures the
preservation of its goods and assets.
• Legal and Commercial Risks
The multiple business units within the Group minimise legal risk by consulting the Group’s own in-house legal counsel, who
provides sound legal advice on relevant files on a day-to-day basis, assists business units in complying with applicable laws
and regulations in force, and vets or drafts a variety of legal documents for facilitating business transactions. Having sound
legal documents in place not only ensures quality of service through effective execution by relevant business units of their own
contractual obligations, thus avoiding any claim for damages, but also offers business units, where applicable, the relevant
safeguards and recourse with a view to reducing legal and commercial risks such as ensuring a satisfactory quality of service
from third parties or payment from debtors. The analysis of legal and commercial risks at the conception stage of any potential
project enables business units to effectively carry out due diligence exercises and adopt the most viable legal framework.
The in-house legal counsel ensures effective communication between the Group and external legal advisors, so as to facilitate
the handling of any litigation files. The Group has shown itself to be active in protecting its most valuable assets – its land
resources – by taking the necessary legal measures to minimise the risk of any illegal occupation and/or encroachment and
any litigation where the issue of ownership of land can be disputed.
19
APPENDIX 1
Name
Title
Age
Alain CHATEL
Non-executive - Resigned on 6th June 2014
64
Pierre DOGER DE SPEVILLE
Non-executive
76
Daniel GIRAUD
Executive
62
Lajpati GUJADHUR
Non-executive
70
Ramapatee GUJADHUR
Non-executive
69
René LECLEZIO
Non-executive (Chairman)
57
Jacques LI WAN PO
Non-executive
69
Gerald LINCOLN
Non-executive
78
Jocelyne MARTIN
Non-executive - Appointed on 18th June 2014
54
Sulliman Adam MOOLLAN
Non-executive
75
Alain DE RAVEL DE L’ARGENTIERE
Non-executive
77
Marc DE RAVEL DE L’ARGENTIERE
Non-executive
50
Thierry SAUZIER
Executive
46
Extracts of the Constitution of ML are provided below. Any reference to the Act relates to The Companies Act 2001.
Appendix 1.4.1 Objects of ML
Clause 3
Subject to the Act, and any other enactment and the general law the Company shall have full capacity to carry on or undertake
any business or activity, do any act or enter into any transaction both within and outside Mauritius.
Appendix 1.4.2 Rights attached to the ordinary shares and the preference shares of ML
Clause 4 – Power of shareholders
4.1 Ordinary resolution
Except as required by the Act or by this constitution all powers reserved to shareholders may be exercised by an ordinary
resolution.
4.2 Special resolution
The majority required for a special resolution shall be seventy -five per cent (75%) of the votes of those shareholders entitled
to vote and voting on the question.
Clause 5 - Shares
Clause 5.2 – Rights of ordinary shares
The ordinary shares rank ‘pari passu’ in all respects namely that at all meetings of the Company, every Ordinary Share confers,
on a poll, one vote to its holder.
20
APPENDIX 1
Clause 5.3 - Variation of class rights
If at any time the capital is divided into different classes of shares, the Company, in compliance with the provision of Section
114 of the Act, shall not take any action which varies the rights attached to a class of shares unless the variation is approved by
a special resolution, passed at a separate meeting of the shareholders of that class, or by consent in writing of the holders of
seventy-five per cent (75%) of the shares of the said class. To any such meeting, all the provisions of this constitution relative
to meetings of shareholders shall apply “mutadis mutandis” provided however that the necessary quorum shall be the holders
of at least one third of the issued shares of the class concerned (but so that if, at any adjourned meeting of such holders, a
quorum is not present, those shareholders who are present shall constitute a quorum).
Clause 7 – Issuing of further shares
7.1 Issuing of shares
The Board shall not issue further shares in the Company unless such issue has been approved by an ordinary resolution of the
shareholders.
7.2 Fractional shares
The Board may, with the approval of an ordinary resolution, issue fractions of shares which shall have corresponding fractional
liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes as those which relate to the
whole share of the same class or series of shares.
Clause 8 – Pre-emptive rights
8.1 Pre-emptive rights on issue of shares
Shares issued or proposed to be issued by the Company that rank or would rank as to voting or distribution rights, or both,
equally with or prior to shares already issued by the Company shall, unless otherwise provided in the resolution approving the
issue under paragraph 7.1 above, be offered, by notice in writing, to the holders of shares already issued in a manner which, if
the offer were accepted, will maintain the relative voting and distribution rights of those shareholders in accordance with the
provisions of Section 55(1) of the Act.
8.2 Time Limit for acceptance
An offer under paragraph 8.1 shall remain open for acceptance for a reasonable time, which shall not be less than fourteen
days.
8.3 Disposal of unwanted new shares
New shares offered to shareholders pursuant to paragraph 8.1 above and not accepted within the prescribed time or in respect
of which an intimation is received from the person to whom the offer is made declining such offer may be disposed of by The
Board in such manner as it thinks most beneficial to the Company.
Clause 14 – Distribution
14.1 Authorising of distribution
Subject to the provisions of Section 61 of the Act and the other requirements thereof, the Board may authorise a distribution
by the Company at a time and of an amount it thinks fit.
14.2 Shares in lieu of dividends
Subject to the provisions of the Act, the Board may issue shares wholly or partly in lieu of a proposed dividend or proposed
dividend or proposed future dividends upon such terms as may have been approved by an ordinary resolution of the shareholders.
Clause 15 – Dividends
15.4 Unclaimed dividends
All dividends unclaimed for one year after having been authorised may be invested or otherwise made use of by the Board
for the benefit of the Company until claimed, and all dividends unclaimed for five years after having been declared may be
forfeited by the Board for the benefit of the Company. The Board may, however, annul any such forfeiture and agree to pay to
a claimant who produces evidence of entitlement to the Board’s satisfaction the amount of dividends forfeited unless in the
opinion of the Board such payment would embarrass the Company.
21
22
Appendix 2 - Notice of Special Meeting
NOTICE OF SPECIAL MEETING OF “MEDINE LIMITED”
Notice is hereby given that a Special Meeting (‘the Special Meeting’) of “Medine Limited” (‘the Company’) will be held at
the Company’s Registered Office, 11th Floor, Medine Mews, 4, Chaussée Street, Port Louis on 8 October 2014 at 13h00 for the
purpose of considering and, if thought fit, passing the following Resolutions as Special Resolutions, viz:
FIRST RESOLUTION
“That each of the issued Preference Shares in the capital of the Company, as at 29 October 2014, be converted into one Ordinary
Share, ranking “pari passu” in all respects with the existing Ordinary Shares in the capital of the Company”.
NOTA: The above resolution, being deemed to be a variation of the rights of each of the existing classes of shares in the capital
of the Company, shall, to be effective, be also approved as a Special Resolution by the respective holders of Ordinary Shares
and Preference Shares of the Company separately.
SECOND RESOLUTION
“Subject to the First Resolution above being validly passed and immediately following the conversion of the said Preference
Shares into Ordinary Shares, that the Constitution of the Company be altered as follows:
a) By deleting clause 5.2.1 and
b) By renumbering the existing clause 5.2.2 as 5.2.1”.
By order of the Board
Patricia Goder
Company Secretary
19 September 2014
NOTES:
1. A Shareholder of Medine Limited entitled to attend and vote at the Special Meeting may appoint a proxy (whether a
member or not) to attend and vote on his/her/their behalf.
2. The instrument appointing a proxy or any general power of attorney shall be deposited at the Registered Office of Medine
Limited, 11th Floor, Medine Mews, 4, Chaussée Street, Port Louis, not less than twenty four (24) hours before the time
appointed for holding the Special Meeting or adjourned meeting at which the person named on such instrument proposes
to vote, and in default, the instrument of proxy shall not be treated as valid.
3. A proxy form is attached to this Notice and is also available at the Registered Office of Medine Limited, 11th Floor, Medine
Mews, 4, Chaussée Street, Port Louis.
4. For the purpose of this Special Meeting, the Directors have resolved, in compliance with Section 120 (3) of the Companies
Act 2001, that the Shareholders who are entitled to receive notice of the meeting shall be those Shareholders whose
names are registered in the share register of Medine Limited as at 9 September 2014.
23
24
Appendix 3 - Proxy form for Special Meeting
PROXY FORM
IN RESPECT OF A SPECIAL MEETING OF MEDINE LIMITED TO BE HELD ON 8 October 2014
AT 13H00 AT 11TH FLOOR, MEDINE MEWS, 4 CHAUSSEE STREET, PORT LOUIS
I/We (Block Capitals, please)
of
being an ordinary shareholder(s) of MEDINE LIMITED (“the Company”) hereby appoint
of
or failing him/her
of
as my/our proxy to vote for me/us on my/our behalf at a Special Meeting of the Company to be held on Wednesday 8 October
2014 at 13h00 and at any adjournment thereof.
I/We direct my/our proxy to vote in the following manner. (Please vote with a tick)
FOR
AGAINST
ABSTAIN
SPECIAL RESOLUTION 1
“That each of the issued Preference Shares in the capital of the Company, as at 29
October 2014, be converted into one Ordinary Share, ranking “pari passu” in all
respects with the existing Ordinary Shares in the capital of the Company.”
SPECIAL RESOLUTION 2
“Subject to the First Resolution above being validly passed and immediately following
the conversion of the said Preference Shares into Ordinary Shares, that the Constitution
of the Company be altered as follows:
a) By deleting clause 5.2.1 and
b) By renumbering the existing clause 5.2.2 as 5.2.1.”
Signed this ………………… day of ………………… 2014
NOTES
1. A member may appoint a proxy of his own choice.
2. If the appointor is a corporation, this form must be under its common seal or under the hand of some officer or attorney
duly authorized in that behalf.
3. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should
be stated.
4. If this form is returned without any indication as to how the person appointed proxy shall vote, he will exercise his
discretion as to how he votes or whether he abstains from voting.
5. To be valid, this form must be completed and deposited at the registered office of the Company not less than twenty-four
hours before the time fixed for holding the Special Meeting or adjourned meeting.
25
26
Appendix 4 - Notice of Ordinary Class Meeting
NOTICE OF CLASS MEETING TO THE HOLDERS OF ORDINARY SHARES OF “MEDINE LIMITED”
Notice is hereby given that a class meeting of the holders of Ordinary shares (the “Ordinary Class Meeting”) of the company
“Medine Limited” (‘the Company’) will be held at the Company’s Registered Office, 11th Floor, Medine Mews, 4, Chaussée
Street, Port Louis on 8 October 2014 at 13h30 for the purpose of considering and, if thought fit, passing the following Resolution
as a Special Resolution, viz:
SPECIAL RESOLUTION
Share, ranking “pari passu” in all respects with the existing Ordinary Shares in the capital of the Company”.
of the Company, shall, to be effective, be also approved as a Special Resolution by the shareholders of the Company and by the
holders of Preference Shares of the Company separately.
Patricia Goder
Company Secretary
19 September 2014
NOTES:
1. A holder of ordinary shares of Medine Limited entitled to attend and vote at the Ordinary Class Meeting may appoint a
proxy (whether a member or not) to attend and vote on his/her/their behalf.
Limited, 11th Floor, Medine Mews, 4, Chaussée Street, Port Louis, not less than twenty four (24) hours before the time
appointed for holding the Ordinary Class Meeting or adjourned meeting at which the person named on such instrument
proposes to vote, and in default, the instrument of proxy shall not be treated as valid.
3. A proxy form is attached to this document and is also available at the Registered Office of Medine Limited, 11th Floor,
Medine Mews, 4, Chaussée Street, Port Louis.
4. For the purpose of this Ordinary Class Meeting, the Directors have resolved, in compliance with Section 120 (3) of the
Companies Act 2001, that the holders of Ordinary Shares of the Company who are entitled to receive notice of the meeting
shall be those holders whose names are registered in the share register of Medine Limited as at 9 September 2014.
27
28
Appendix 5 - Proxy form for Ordinary Class Meeting
PROXY FORM
IN RESPECT OF A CLASS MEETING OF THE HOLDERS OF ORDINARY SHARES OF MEDINE LIMITED TO BE HELD ON
8 October 2014 AT 13H30 AT 11TH FLOOR, MEDINE MEWS, 4 CHAUSSEE STREET, PORT LOUIS
of
being an ordinary shareholder(s) of MEDINE LIMITED (“the Company”) hereby appoint
of
or failing him/her
of
as my/our proxy to vote for me/us on my/our behalf at a Class Meeting of the holders of Ordinary Shares of the Company to
be held on Wednesday 8 October 2014 at 13h30 and at any adjournment thereof.
FOR
AGAINST
ABSTAIN
SPECIAL RESOLUTION
“That each of the issued Preference Shares in the capital of the Company, as at
29 October 2014, be converted into one Ordinary Share, ranking “pari passu” in all
NOTES
duly authorized in that behalf.
be stated.
hours before the time fixed for holding the Ordinary Class Meeting or adjourned meeting.
29
30
Appendix 6 - Notice of Preference Class Meeting
NOTICE OF CLASS MEETING TO THE HOLDERS OF PREFERENCE SHARES OF “MEDINE LIMITED”
Notice is hereby given that a class meeting of the holders of Preference Shares (the “Preference Class Meeting”) of “Medine
Limited” (the “Company”) will be held at the Company’s Registered Office, 11th Floor, Medine Mews, 4, Chaussée Street, Port
Louis on 8 October 2014 at 13h45 for the purpose of considering and, if thought fit, passing the following Resolution as Special
Resolution, viz:
SPECIAL RESOLUTION
Share, ranking “pari passu” in all respects with the existing Ordinary Shares in the capital of the company”.
of the Company, shall, to be effective, be also approved as a Special Resolution by the shareholders of the Company and by the
holders of Ordinary Shares of the Company separately.
Patricia Goder
Company Secretary
19 September 2014
NOTES:
1. A holder of preference shares of Medine Limited entitled to attend and vote at the Preference Class Meeting may appoint
a proxy (whether a member or not) to attend and vote on his/her/their behalf.
Limited, 11th Floor, Medine Mews, 4, Chaussée Street, Port Louis not less than twenty four (24) hours before the time
appointed for holding the Preference Class Meeting or adjourned meeting at which the person named on such instrument
proposes to vote, and in default, the instrument of proxy shall not be treated as valid.
3. A proxy form is attached to this Notice and is also available at the Registered Office of Medine Limited, 11th Floor, Medine
Mews, 4, Chaussée Street, Port Louis.
4. For the purpose of this Preference Class Meeting, the Directors have resolved, in compliance with Section 120 (3) of the
Companies Act 2001, that the holders of preference shares who are entitled to receive notice of the meeting shall be those
holders whose names are registered in the share register of Medine Limited as at 9 September 2014.
31
32
Appendix 7 - Proxy form for Preference Class Meeting
PROXY FORM
IN RESPECT OF A CLASS MEETING OF THE HOLDERS OF PREFERENCE SHARES OF MEDINE LIMITED TO BE HELD ON
8 October 2014 AT 13H45 AT 11TH FLOOR, MEDINE MEWS, 4 CHAUSSEE STREET, PORT LOUIS
of
being a preference shareholder(s) of MEDINE LIMITED (the “Company”) hereby appoint
of
or failing him/her
of
as my/our proxy to vote for me/us on my/our behalf at a Class Meeting of the holders of Preference Shares of the Company
to be held on Wednesday 8 October 2014 at 13h45 and at any adjournment thereof.
FOR
AGAINST
ABSTAIN
SPECIAL RESOLUTION
“That each of the issued Preference Shares in the capital of the Company, as at
29 October 2014, be converted into one Ordinary Share, ranking “pari passu” in all
NOTES
duly authorised in that behalf.
be stated.
hours before the time fixed for holding the meeting or adjourned meeting.
33
34
35
36
MEDINE LIMITED
Chairman’s Letter to Shareholders
Further Admission Document
Circular to Shareholders
Notice of special meeting
and
Medine Limited
11th Floor, Medine Mews
4 Chaussée Street, Port Louis, Mauritius
T +230 211 6101
F +230 211 6173
E corporate@medine.com
www.medine.com

medine sugar estate

Transcription

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