Circular to Shareholders

A Circular to the shareholders of Omnicane Limited in respect of the acquisition of Omnicane Management & Consultancy Limited and its Subsidiaries (the "Transaction")

The above acquisition constitutes a Related Party Transaction under Chapter 13 of the Listing Rules

10 July 2023

IF YOU ARE A SHAREHOLDER OF OMNICANE LIMITED, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document constitutes a Circular. For a full appreciation of this Circular, the document should be read in its entirety. If you are in any doubt about the action you should take, you should consult your financial advisor, your investment dealer or any other independent advisor immediately.

This Circular is neither an invitation nor a prospectus nor a statement in lieu of a prospectus for the public in Mauritius or elsewhere to subscribe for shares of Omnicane Limited. This Circular has been prepared for the purpose of complying with the laws of Mauritius and the Listing Rules (as defined hereinafter) issued by the Stock Exchange of Mauritius Ltd, more specifically Chapter 13 of the Listing Rules.

This Circular is issued by Omnicane Limited, Registration Number C07000386, having its registered office is at New Airport Access Road, Mon Trésor Business Gateway, Omnicane House, Plaine Magnien, Mauritius.

A communiqué was also published on 28 June 2023 to inform the shareholders of Omnicane Limited and the public at large of the Transaction.

Pursuant to Chapter 13 of the Listing Rules, this Circular has been submitted to the Stock Exchange of Mauritius Ltd prior to its issue. The present Circular has been vetted by the Stock Exchange of Mauritius Ltd, in conformity with the Listing Rules.

A copy of the Circular has been filed with the Financial Services Commission (the "FSC").

DISCLAIMER OF THE FINANCIAL SERVICES COMISSION AND THE STOCK EXCHANGE OF MAURITIUS

The Financial Services Commission and the Stock Exchange of Mauritius accept no responsibility for the content of this Circular, make no representation as to the accuracy or completeness of any of the statements made or opinions or reports expressed herein and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part of this Circular.

Contents

1.

GLOSSARY AND DEFINITIONS

4

2.

DECLARATION OF DIRECTORS

5

3.

THE TRANSACTION

6

3.1

Introduction

6

3.2

Rationale for the Transaction

6

3.3

Company information

6

3.4

Related party transaction and independent valuation

6

3.5

Basis of determination of the consideration

7

3.6

Terms of the Transaction and effective date

8

4

DIRECTORS OF OMNICANE LIMITED

9

5

FINANCIAL INFORMATION

10

5.1

Omnicane Management & Consultancy Limited

10

5.2

Omnicane Treasury Management Ltd

10

6

ADDITIONAL DISCLOSURES

10

6.1

Directors' interest

10

6.2

Directors' service contracts

10

7

APPENDICES

11

Appendix I - Statement from the Independent Valuer

11

Appendix II - Documents available for inspection

11

1. Glossary & Definitions

BDO

BDO & Co Ltd

Board

The Board of Directors of Omnicane Limited

Circular

This document prepared in accordance with the Listing Rules

issued by the SEM

FSC

The Financial Services Commission

Independent Valuation Report

The valuation report prepared by BDO & Co regarding the value

of OMCL

Independent Valuer

BDO & Co Ltd

Listing Rules

The Listing Rules of the Stock Exchange of Mauritius Ltd

M

Million

MHML

Morningside Hospitality Management Ltd

MUR

Mauritian Rupees, the lawful currency of the Republic of Mauritius

OL

Omnicane Limited

OHL

Omnicane Holdings Limited

OMCL

Omnicane Management & Consultancy Limited

OTML

Omnicane Treasury Management Ltd

The Transaction between OL and OHL for the acquisition of

Related Party Transaction or

OMCL and its Subsidiaries (as defined below) being a related

party transaction due to OHL being a common controlling

the Transaction

shareholder of both OL and OMCL, for a total consideration of

MUR 804.3M.

SEM

The Stock Exchange of Mauritius Ltd

Special Meeting

Special Meeting of the shareholders of OL to be held on or around

2 August 2023

Subsidiaries

Collectively, OTML and MHML

4

2. Declaration of Directors

This Circular includes particulars given in compliance with the Listing Rules governing the official listing of securities and the Companies Act 2001 for the purpose of giving information on the Transaction between OL and OHL which constitute a Related Party Transaction under Chapter 13 of the Listing Rules.

The Directors of OL whose names appear in Section 4, collectively and individually, accept full responsibility for the accuracy and completeness of the information contained in this document and confirm, after having made all reasonable enquiries that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.

Furthermore, the Directors declare that, to the best of their knowledge and belief, and after having made reasonable inquiries, in relation to the period from 31 December 2022, the date to which the last audited financial statements of OL have been prepared, to the date of this Circular that the working capital available to OL group is sufficient for at least the next twelve (12) months from the date of issue of this Circular.

Signed on behalf of the Board, by

Mr. Jacques Marrier d'Unienville

DIRECTOR

5

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Omnicane Ltd. published this content on 14 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2023 08:51:08 UTC.