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PRIVATE PLACEMENT MEMORANDUM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult an independent professional adviser duly authorised. The Board of the MANO HOLDINGS PLC has indicated its willingness to offer for sale, new shares in the said company. A prospective investor should be aware of the potential risks of investing in such a company and should make the decision to invest only after careful consideration and consultation with his or her own financial adviser.
Private Placement of 1
Ordinary Shares of Le 1.00 each at Le 1.00
per share
Application List Opens on 1st February 2012
FINANCIAL ADVISER
Pennarth Greene & Company LimitedRegulated by the Bank of Sierra Leone
This Prospectus does not constitute an offer the securities herein offered. Each prospective investor to whom this Prospectus has been addressed is expected to scrutinize the information contained therein independently, for which the Directors of MANO HOLDINGS PLC have individually and collectively accepted responsibility.
PRIVATE PLACEMENT MEMORANDUM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult an independent professional adviser duly authorised. The Board of the MANO HOLDINGS PLC has indicated its willingness to offer for sale, new shares in the said company. A prospective investor should be aware of the potential risks of investing
pany and should make the decision to invest only after careful consideration and consultation with his or her own financial adviser.
Private Placement of 18,000,000,000
Ordinary Shares of Le 1.00 each at Le 1.00
February 2012 Application List Closes on 2
Pennarth Greene & Company Limited Regulated by the Bank of Sierra Leone
This Prospectus does not constitute an offer or an invitation to the general public to subscribe for the securities herein offered. Each prospective investor to whom this Prospectus has been addressed is expected to scrutinize the information contained therein independently, for which the
of MANO HOLDINGS PLC have individually and collectively accepted responsibility.
PRIVATE PLACEMENT MEMORANDUM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult an independent professional adviser duly authorised. The Board of the MANO HOLDINGS PLC has indicated its willingness to offer for sale, new shares in the said company. A prospective investor should be aware of the potential risks of investing
pany and should make the decision to invest only after careful consideration and consultation with his or her own financial adviser.
Payable In Full
27th February 2012
Application List Closes on 27th February 2012
or an invitation to the general public to subscribe for the securities herein offered. Each prospective investor to whom this Prospectus has been addressed is expected to scrutinize the information contained therein independently, for which the
of MANO HOLDINGS PLC have individually and collectively accepted responsibility.
MANO HOLDINGS PLC Private Placement Memorandum
Page 2
Dear Potential Investor,
On behalf of the Board of Directors of Mano Holdings PLC, it is my pleasure to present this
prospectus document to you. This prospectus invites Sierra Leoneans to acquire ordinary shares in
a conglomerate company which intends to participate in a range of business areas.
The plans of the company are quite straightforward. With the funds expected to be raised, the
company intends to establish and acquire businesses in a range of areas including tourism and
hospitality, banking, insurance, oil and gas, productive industries etc. We believe that our company
possesses the necessary skills to transform the overall performance of these businesses. As a
result, the company continues to explore and evaluate possible opportunities.
Our first act as a company was to begin the process of evaluating opportunities in the hospitality
sector which is ongoing. Our second action has been to submit a bid for oil blocks (through our
100% owned subsidiary company, Mano Oil Limited) being offered by the Government of Sierra
Leone. Assuming a successful bid, the oil block will be exploited by international partners on terms
to be set out in a formal contract. Also, the company intends to be an oil industry service provider,
providing support services to oil company. Essentially, the company will be an owner of an oil block
as well as being a service provider to oil companies as they exploit the oil resources. I should say at
this stage that whilst we remain confident of being awarded an oil block, the allocation has not
yet happened and there is no guarantee that an oil block will be awarded to our company. This is
a very important point which potential investors must bear in mind.
The intention of our board is to develop a company of which Sierra Leoneans can be proud and
which allows Sierra Leoneans to benefit from business opportunities in Sierra Leone and
elsewhere. In fact, through this company, a greater number of Sierra Leoneans can have a shared
interest in the development of Sierra Leone.
The establishment and funding of this company is a substantial challenge to Sierra Leoneans to
demonstrate their own willingness and capacity, not only to invest in their own future, but also to
take a longer term view of investment and investment returns. If our model is successful, it is no
exaggeration to suggest this company could be a major player in the development of Sierra Leone.
Full details of the offer are set out in the Prospectus that follows. I urge you to read it carefully.
My fellow Directors and I look forward to welcoming you as a shareholder in MANO HOLDINGS
PLC.
Alex B. Kamara Chairman, MANO HOLDINGS PLC
MANO HOLDINGS PLC Private Placement Memorandum
Page 3
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
about the contents of this document, you should consult an independent professional adviser duly
authorised.
The Board of the MANO HOLDINGS PLC has indicated its willingness to offer for sale, new shares in the
said company.
MANO HOLDINGS PLC
(Registered in Sierra Leone with Registration C.F. 788/2011)
Private Placement
Sale of 18,000,000,000 Le 1.00 Ordinary Shares at Le 1.00 per share
Nominated Adviser
PENNARTH GREENE & COMPANY LIMITED
Share capital immediately following the Private Placing
Authorised Ordinary Shares of Le 1.00 each Number 50,000,000,000
Amount (Le) 50,000,000,000
Issued and Fully Paid Up Ordinary Shares of Le 1.00 each Number 32,100,000,000
Amount (Le) 32,100,000,000
APPLICATION LIST OPENS: 1st February 2012
APPLICATION LIST CLOSES: 27th February 2012
The Directors, whose names appear in this document, accept responsibility for the information contained in
this document, including individual and collective responsibility for compliance with the rules. To the best of
the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the
case) the information contained in this document is in accordance with the facts and makes no omission
likely to affect the importance of such information.
Disclaimer
The contents of this document, including opinions and assumptions, are drawn solely from information
provided by the company; any omissions are therefore the responsibility of the Directors of the company
and as such the Financial Advisers accept no responsibility in this regard. A prospective investor should be
aware of the potential risks of investing in such a company and should make the decision to invest only
after careful consideration and consultation with his or her own financial adviser. For example, some of the
funds raised will be used to fund a bid for an oil block but there are no guarantees that the company will be
awarded an oil block.
MANO HOLDINGS PLC Private Placement Memorandum
Page 4
Contents Page
1. Definitions 6
2. Summary of the Offer 6
3. THE OFFER 7
4. Directors, Corporate Secretary and Advisers 8
4.1 Directors 8
4.2 Corporate Secretary 8
4.3 Management Team 8
4.4 Advisers 8
5. Key Information 9
5.1 Legal Status of Company 9
5.2 History and Business 9
5.2.1 History 9
5.2.2 The Business 9
5.3. Legal Basis of Offer 9
5.4. Reasons for Share Offer 10
5.5. The Business 10
5.6. Existing Ownership Structure 10
5.7. Indebtedness 10
5.8. Investigation and Litigation 10
5.9. Regulatory Approval 10
5.10 Expected Timetable of Principal Events 10
A1 About MANO HOLDINGS PLC 11
A2 Objectives 11
A3 Industry Overview 12
A4 Defining the Opportunity 12
A5. The Business 12
A5.1 Business Strategy 12
A5.2 Our Partners 13
A5.3 Organisational Structure 13
A5.4 Our People 15
A5.5 Salaries and Allowances 17
A5.6 Marketing & Branding 17
A5.7 Financial Strategy & Management 17
A5.8 Operational Strategy 17
A5.9 Business Prospects 18
PART A Information on the Company 11
MANO HOLDINGS PLC Private Placement Memorandum
Page 5
A6. Dividend Policy 18
A7. Corporate Governance 18
A8. Company Liabilities 19
A9. Company Assets 19
A10. Balance Sheet as at 31st January 2012 20
A11. Risk Factors 21
PART B FINANCIAL ADVISERS’ REPORT 22
PART C ACCOUNTANTS REPORT 23
PART D LEGAL OPINION 24
PART E ADDITIONAL INFORMATION 26
E1. Incorporation and Status of the Company 26
E2. Share capital of the Company 26
E3. Subsidiary Companies 26
E4. Assets 26
E5. Memorandum and Articles of Association 26
E6. Directors’ and other Interests 26
E7. Directors’ Service Agreements/Letters of Appointment 27
E8. Additional Information on the Board 27
E9. Share Option Participation Scheme 27
E10. Warrant Instruments 27
E11. Material contracts 27
E12. Documents available for inspection 28
E13. Issuing House and Receiving Bank Contact Addresses 28
E14. Application Form 29
MANO HOLDINGS PLC Private Placement Memorandum
Page 6
1. Definitions
“Company” MANO HOLDINGS PLC, ‘the Company’ “GOSL” Government of Sierra Leone
2. Summary of the Offer
Issuer MANO HOLDINGS PLC
Financial Adviser Pennarth Greene & Company Limited
Share Capital Authorised: Le 50,000,000,000 made up of 50,000,000,000 ordinary shares
of Le 1 (one) each.
Issued and Fully Paid Up: 14,100,000,000 shares at Le 1 (one) each.
Shares Now Offered: 18,000,000,000 shares of Le 1 (one) each
Post Issue Capitalisation: 32,100,000,000 shares of Le 1 (one) each.
Offer Price LE 1 (one)
Payment Payment in FULL by 27th February 2012
Purpose of the
Offer
i) To fund the establishment or acquisition businesses in furtherance of the
company’s aims and objectives.
ii) To fund the 2D/3D data acquisition costs necessarily incurred in preparing
a bid for one or more of the oil blocks being sold by the Government of
Sierra Leone as well as the engagement of additional professional
advisers.
iii) To fund the operational costs of establishing Mano Oil Limited as an oil
services provider.
Unit of Sale Block of 100 shares
Opening Date 1st February 2012
Closing Date 27th February 2012
Underwriting The offer is not underwritten
Indebtedness As at 31st January 2012, the company had no outstanding debenture, loan
capital, mortgages, charges or other contingent liabilities.
Voting Rights Each ordinary share held confers the right to a single vote
UTILISATION OF
OFFER PROCEEDS
Details Amount (Le)
To provide additional start up capital for the company to
enable the company to resubmit its bid for oil blocks,
make plans for the provision of services to the oil
industry, as well as execute other plans as identified by
the Board of Directors.
18,000,000,000
MANO HOLDINGS PLC Private Placement Memorandum
Page 7
3. THE OFFER
The Directors of MANO HOLDINGS PLC individually and collectively accept full responsibility for the
accuracy of the information contained in this memorandum. The Directors have taken reasonable
care to ensure that the facts contained herein are true and accurate in all respects and confirm,
having made all reasonable enquiries, that to the best of their knowledge and belief, there are no
material facts the omission of which would make any statement herein misleading or untrue.
PENNARTH GREENE & COMPANY LIMITED
On Behalf of
MANO HOLDINGS PLC
(Registered in Sierra Leone with Registration No CF 788/2011)
Offer by Private Placement
18,000,000,000
Ordinary Shares at Le 1.00 per share
at Le 1.00 per share (nil premium)
Payable in Full
By 27th February 2012
Application List for the shares opens on 1st February 2012 and closes
on 27th February 2012 (4pm local time)
MANO HOLDINGS PLC Private Placement Memorandum
Page 8
4. Directors, Corporate Secretary and Advisers
4.1 Directors – Mano Holdings PLC Directors – Mano Oil Limited
Name Position
Alex Kamara Chairman
Mohamed Babatunde Cole Deputy Chairman
Solomon J. Samba Director
Khadi R. Saccoh Director
Ayodeji Scott-Boyle Director
There is no share qualification for the directors.
The current board remuneration 2012 is set at Le 44m for the Chairman and Le 40m for other
directors including directors of Mano Oil Limited. Individuals who are directors of both companies
will only receive a board remuneration relating to Mano Holdings PLC. For 2012, this will be taken in
shares at par value.
4.2 Corporate Secretary
Messrs BMT Law
35 Liverpool Street, Freetown, Sierra Leone
www.bmtlaw.com
4.3 Management Team
The management of the company is currently undertaken by Pennarth Greene & Company Limited.
This is a temporary arrangement until there is a business to manage when executive management
will be engaged.
4.4 Advisers
a) Financial Advisers
Pennarth Greene & Company Limited
Aureol House, Wallace Johnson Street, Freetown, Sierra Leone
www.pennarthgreene.com E: info@pennarthgreene.com
b) Auditors
Messrs KPMG (Sierra Leone)
Bicentenary House
Wallace Johnson Street, Freetown, Sierra Leone
www.kpmg-sl.com
c) Legal Advisers
Messrs BMT Law
35 Liverpool Street, Freetown, Sierra Leone
www.bmtlaw.com
Name Position
Solomon J. Samba Chairman
Buffy Bailor Director
Len Gordon-Harris Director
Khadi R. Saccoh Director
John Sisay Director
MANO HOLDINGS PLC Private Placement Memorandum
Page 9
5. Key Information
5.1 Legal Status of Company
Mano Holdings PLC is a public limited liability company incorporated under the laws of Sierra Leone
(Companies Act 2009) on 19/08/2011.
5.2 History and Business
5.2.1 History
Over the years, Sierra Leoneans have attempted to form substantial business enterprises but
have lacked the technical as well as the financial capability to successfully implement such
ventures. Our company is established with a full governance structure as well as having
available to it, the full technical resources required. Mano Holdings PLC has been established
as a Sierra Leonean-owned company to take advantage of various business opportunities in
Sierra Leone.
5.2.2 The Business
Mano Holdings PLC is a holding company for subsidiary and associate companies established
to involve the company in various profitable business activities including oil exploration.
Whilst oil exploration represents one of the early forays for the company, it is expected that
the company will participate in many business opportunities not least in the area of natural
resources, tourism and hospitality, banking and financial services and other productive
sectors. The company also intends to take advantage of synergies which arise as a result of
other business interests. The company have identified the provision of oil services as an area
of business in which it should be engaged and the company continues to establish a team of
service providers to support its entry into that segment of the market
5.3. Legal Basis of Offer
The equity shares in the company are offered on the basis that the Directors are mandated by the
Memorandum and Articles of Association to offer equity shares up to the authorised share capital of
the company. At its 3rd Board meeting held on Wednesday 18th January 2012 in Freetown, the Board
of Directors agreed that a tranche of equity shares of 18,000,000,000 should be offered at par value
of Le 1.00 with nil premium. The Board also confirmed that if the company raised a lower amount
than indicated in this document, it would proceed as planned after having put in place alternative
arrangements. This means that funds raised will be retained by the company.
The following have given and not withdrawn their consents to this transaction with their names and
reports (where applicable) included in this document and the context in which they appear
Details Name
Chairman Alex B. Kamara
Non-Executive Director Mohamed B. Cole
Non-Executive Director Solomon J. Samba
Non-Executive Director Ayodeji D. Scott-Boyle
Non-Executive Director Khadi R. Saccoh
MANO HOLDINGS PLC Private Placement Memorandum
Page 10
Company Secretary Messrs BMT Law
Auditors Messrs KPMG Sierra Leone
Financial Advisers Pennarth Greene & Company Limited
Legal Advisers Messrs BMT Law
5.4. Reasons for Share Offer
The company’s objectives for the sale of shares include:
a) Raising adequate capital to provide capital for its core functions of establishing and acquiring
new businesses;
b) Enabling Sierra Leoneans to participate in the equity of Mano Holdings PLC and thereby develop
shared interests.
5.5. The Business
The company’s core business is reflected in the principal objects. The company has a broad set of
objects which allows it to undertake a broad range of activities. The memorandum and articles of
association is available for inspection by potential shareholders.
5.6. Existing Ownership Structure
To date, 14,100,000,000 shares at Le 1 each have been issued. These shares primarily represent
payment in lieu of cash for board fees as well as management fees relating to the establishment,
oversight and management of Mano Holdings PLC and subsidiary companies in 2010 and 2011.
5.7. Indebtedness
As at 31st January 2012, the company was not indebted (to banks or other financial institutions).
5.8. Investigation and Litigation
There is currently no investigation into the affairs of the company and no litigation in process, either
against or in favour of the company.
5.9. Regulatory Approval
Regulatory approval is required in relation to the acquisition of leases of oil blocks for which
decisions are likely to be announced after March 2012. For other areas of business, regulatory
approval will be sought as and when required.
5.10 Expected Timetable of Principal Events
Date Events
18th January 2012 Board approves the share sale
1st February 2012 Application for shares OPEN
27th February 2012 Application for shares CLOSES
MANO HOLDINGS PLC Private Placement Memorandum
Page 11
A1 About MANO HOLDINGS PLC
MANO HOLDINGS PLC was incorporated on 19 August 2011 in Freetown, Sierra Leone under the
Companies Act 2009. The company was promoted by Messrs Pennarth Greene & Company Limited
and Messrs BAJIC International Limited.
a) Vision
The vision of the company is “To develop a diversified company, profitably contributing to the
wider inclusion of Sierra Leoneans in commerce and enterprise in Sierra Leone and beyond”.
b) Mission
The mission statement is proposed to be “Providing a platform for the development of Sierra
Leonean businesses through the establishment of value adding businesses in partnership with
other local and international partners”.
c) Philosophy
The philosophy of the company is to provide a mechanism through which capable and
competent Sierra Leoneans can more fully participate in the economic development of Sierra
Leone whilst at the same time enhancing the living standards enjoyed by all in Sierra Leone. An
important part of this philosophy is that our company should aim to meet and exceed the
highest standards.
In this way, wealth can be created and retained in Sierra Leone to enhance the economic well
being of the country. The creation and enhancement of wealth is at the heart of the company’s
philosophy.
d) Core Values
The core values of the company includes: Excellence, Integrity, Commitment and Professionalism
which is at the heart of the organisation’s culture.
A2 Objectives
The main objective of the company is to develop viable business ventures that add value for
shareholders. In broad terms, the objectives of the company include:
• To create wealth through the establishment of profitable and sustainable business ventures in
Sierra Leone and elsewhere;
• To achieve excellence in governance, management systems and standards by employing best
practices through an efficient and responsive management and an empowered and highly
motivated work force;
• To create enhanced value for our shareholders and other stakeholders.
PART A Information on the Company
MANO HOLDINGS PLC Private Placement Memorandum
Page 12
A3 Industry Overview
Given that the company proposes to engage in a range of value adding activities, it is appropriate to
focus on the broader business and industrial landscape which continues to be hampered by the lack
of scale in terms of capital as well as by relatively weak human capital coordination and a short term
business horizon. For these reasons and the nature of the business environment, it has been difficult
for locally established entities to substantially participate in the long term economic development of
Sierra Leone and the region. This theme is a consistent one across business and industry sectors.
The industry perspective of our company is a broad one and is focused on the productive sectors in
manufacturing and service provision including financial services.
The company has already determined that its subsidiary company, Mano Oil Limited, should offer a
broad range of services to the oil industry in conjunction with local and international partners.
A4 Defining the Opportunity
The MANO HOLDINGS PLC opportunity arises from the following:
a) The credibility offered by a Board and Management team is likely to garner the confidence of
public and private sector actors;
b) The growing awareness by Sierra Leoneans that the country has many resources which can be
harnessed for the benefit of the people of Sierra Leone;
c) The need for wealth creation through private sector enterprise and commerce and which must
be regarded as the primary mechanism to achieve this. At all levels in Sierra Leonean society,
this fact is increasingly appreciated.
d) The possibility of re-defining the concept of a modern corporate entity in a developing country
with its social role fully integrated into the commercial aspects of the company’.
A5. The Business
The core service of the company is to act as a holding company for a variety of businesses in Sierra
Leone and elsewhere. The company have already identified an opportunity to submit a bid for the
oil blocks being offered by the Government of Sierra Leone as well as providing support services to
the emerging oil and gas industry through its 100%-owned Mano Oil Limited subsidiary. The company
will continue to explore other possibilities to create value for shareholders.
A5.1 Business Strategy
The broad strategy is for the company to establish a presence in key industries which add value for
shareholders in conjunction with local and international partners. Given the lessons from recent
history, the company plans to operate a highly decentralised business model with managers and
partners having an equity stake in the businesses they manage. Key elements of the business
strategy therefore include
MANO HOLDINGS PLC Private Placement Memorandum
Page 13
a) A highly decentralised operating structure
b) Engagement of leading local and international partners to implement agreed plans
c) High level governance structures consistent with the best local and international standards
d) Establishing a presence in key business sectors in the economy
There are 2 key competitive drivers for the company.
Firstly, that our company will possess unrivalled local knowledge and information as well as access to
key skills and resources;
Secondly, a comprehensive governance structure exists which places the company on a par with
comparable international companies.
A5.2 Our Partners
The primary partners will be local and international business entities with expertise and experience
in the specific fields who will work with our company to implement agreed business plans.
Additionally, our company hopes to work with other secondary partners to develop expertise and
capacity; these include legal, accountancy, advisory firms, financial institutions including banks and
insurance companies.
A5.3 Organisational Structure
Figure A1 Organisational Structure: Mano Holdings PLC
T
Board of Directors (Group Audit & Risk Committee)
(Group Strategy and Remuneration Committee)
Group Chief Executive (Group Strategy & Business Development)
Company Secretary & Legal
Group Strategy & Operations
Group Internal Audit
Group Human Resources
Mano Oil Limited
Group Finance & Administration
MANO HOLDINGS PLC Private Placement Memorandum
Page 14
The group structure starts with a 5-member board of directors supported by 2 group board
committees who will provide guidance to group subsidiaries such as Mano Oil Limited. The provision
of such guidance and support to subsidiary companies is also the primary function of the Group Chief
Executive and other functional units. In addition, the Group Chief Executive and team will formulate
overall group strategy including identifying opportunities and executing strategies.
In the short term, the management of the company and subsidiary companies is contracted to
Messrs Pennarth Greene & Company Limited to undertake establishment activities. At the
appropriate time, the Board will appoint a permanent management team.
The structure of Mano Oil Limited will follow a broadly similar pattern but with much of their policy
guidance from the group level (Mano Holdings PLC).
Figure A2 Organisational Structure: Mano Oil Limited
The structure follows that of the main holding company in that the board committees are guided by
the work of the group board committees to whom these committees will also report. The Chief
Executive is seen as being in overall strategy control with direct responsibility for marketing and the
integration of people, systems and strategy. Three functional units are anticipated including
operations, responsible for the day to day oil service operations, as well as finance and
administration and human resources.
Future subsidiary companies will adopt a broadly similar structure.
Board of Directors (Audit & Finance Committee)
(Strategy and Operations Committee) (Establishment & Remuneration Committee)
Chief Executive (Strategy, People, Systems & Business Development &
Marketing)
Company Secretary & Legal
Operations
Internal Audit
Human Resources
Finance & Administration
MANO HOLDINGS PLC Private Placement Memorandum
Page 15
A5.4 Our People
i) Alex B. Kamara (Chairman, Mano Holdings PLC)
Mr. Kamara, who has qualifications in both Mechanical and Electrical Engineering, is an accomplished
Engineering and Management Executive with over 44 years experience in mine operations, project
and contract management. In 1996, together with 4 other Sierra Leoneans, he founded CEMMATS
Group Limited, which is now a leading Engineering Consulting firm in Sierra Leone. Prior to 1996, Mr.
Kamara worked at Sierra Rutile in several capacities from 1967 to 1995. For the last 10 years, he was
Manager Engineering responsible for engineering, construction and maintenance of the total facility
with over 600 staff and an annual budget of over USD 20 million. He was involved in the design and
engineering of a new 20 MW power house, a new dredge and process plant. Subsequent to forming
CEMMATS, Mr. Kamara headed the CEMMATS management team of a World Bank sponsored
management contract at the National Power Authority, and was a member of the Board of Directors
from 2001 to 2002. Mr. Kamara has been involved in several other major projects including
construction of a 1000 tph Bucket Line dredge and a 28 MW power station both at Sierra Rutile Mine.
Mr. Kamara has been awarded the Order of The Rokel Grand Officer by the Government of Sierra
Leone, a high civilian award, for his contribution to Engineering in Sierra Leone. Mr. Kamara has held
several Directorship positions. He is currently Chairman of the Board of Standard Chartered Bank
Sierra Leone, Director of Sierra Rutile Limited the parent company of Sierra Rutile mining operations
and Director CEMMATS GROUP Limited
ii) Mohamed B. Cole (Deputy Chairman, Mano Holdings PLC)
Mr. Cole is also an engineer and Managing Director of NP (Sierra Leone) Limited, the leading
petroleum marketing company in Sierra Leone. Mr. Cole is also Chairman of Reliance Insurance Trust
Corporation Limited (RITCORP) and also Chairman of Ecobank (Sierra Leone) Limited. Mr. Cole is a
Deputy Chairman of the company as well as Chairman of the Audit and Risk Committee.
iii) Ayodeji D. Scott-Boyle (Non-Executive Director, Mano Holdings PLC)
Mrs Scott-Boyle was for many years, Director of Banking at Sierra Leone Commercial Bank Limited
where she spent her entire working life. During her time with the bank, she was also Corporate
Secretary and Director of Administration. Mrs Scott-Boyle is also currently the Executive Secretary
of the Sierra Leone Chamber of Commerce, Industry and Agriculture (SLCCIA). Mrs Scott-Boyle is a
member of both the Audit and Risk and Strategy and Remuneration Committees.
iv) Solomon J. Samba (Non-Executive Director, Mano Holdings PLC, Chairman, Mano Oil Limited)
Mr. Samba is an insurance and risk management practitioner with over 30 years experience in
business and finance. Currently, Mr. Samba is Managing Director and Chief Executive of Aureol
Insurance Company Limited, based in Sierra Leone. He is an Associate of the Chartered Insurance
Institute of London (ACII) as well as being a Fellow of the West Africa Insurance Institute where he is
also now a visiting lecturer. Mr. Samba has held numerous positions especially linked to the
development of a broad based financial sector in Sierra Leone including Chairman and Co-Founder of
the Sierra Leone Stock Exchange, a position he still holds, Chairman of the Sierra Leone Financial
Sector Development Committee, President of the Sierra Leone Chamber of Commerce, Industry and
Agriculture (SLCCIA), President of the Sierra Leone Insurance Association (SLIA), Council Member of
the West African Insurance Institute (WAII) and President of the West African Insurance Companies
MANO HOLDINGS PLC Private Placement Memorandum
Page 16
Association (WAICA). During his time, Mr. Samba has also served on the board of a commercial
bank, a discount house and a telecommunications company. Mr. Samba is a member of Strategy and
Remuneration Committee as well as Chairman of Mano Oil Limited.
v) Khadi R. Saccoh (Non Executive Director, Mano Holdings PLC and Mano Oil Limited)
Mrs Saccoh is Director of Internal Audit at the Bank of Sierra Leone (central bank) where she has worked for thirty-one (31) years. During her tenure at the Bank, she has also been Director of Accounts & Budget and Director of Banking Operations. She also served on the Board of the Sierra Leone Ports Authority and was Chairman of the Finance & Development Committee of the Authority. She is currently the Chairman of the University of Sierra Leone Audit Committee and Chair to the Formation Committee for the establishment of the Institute of Internal Auditors-Sierra Leone Chapter. Mrs Saccoh is a member of both the Audit & Risk and Strategy & Remuneration Committees."
vi) Len Gordon-Harris, (Non Executive Director, Mano Oil Limited)
Dr. Gordon-Harris holds a medical Degree, a fellowship and Board certification in Radiology. He is an academic, clinician, researcher and administrator. He was for eight years Chairman and Chief Examiner of the Faculty of Radiology of the West African College of Surgeons, Faculty of Radiology. He rose to the position of Vice President of that College. He was also Head of the College of Medicine and Allied Health Sciences of the University of Sierra Leone. For his distinguished work in Radiology in Sierra Leone and the sub Region, he was awarded the Commander of the Order of the Republic of Sierra Leone (CORSL). He has held several directorships including Director of the Union Trust Bank Limited and the Casila Educational Company Limited, operating as Limount College. He is currently a Director of the Choithrams Memorial Hospital
vii) Buffy B. Bailor (Non Executive Director, Mano Oil Limited)
Mr. Bailor is an internationally qualified financial management and accounting specialist with more than fourteen (14) years post qualification experience and over twenty (20)years in designing and improving financial management systems for public and private sector clients as well as donor-funded projects. A chartered Accountant by profession, he has worked in senior financial management positions in the United Kingdom and in Sierra Leone, which has given him extensive experience in financial management, budget-related activities, audit checks and taxation issues. Since April 2008, Mr. Bailor has been a member of the National Commission for Privatisation (NCP) in Sierra Leone where he is the Commissioner in charge of the financial sector. He has oversight responsibilities for the Sierra Leone Commercial Bank (SLCB), Rokel Commercial Bank (RCB), National Development Bank (NDB) and the Sierra Leone Postal Service (SALPOST). Buffy is also chairperson for the Procurement Committee of the NCP. Mr. Bailor is currently (May 2008 – Date) the Managing Partner of B&C Services Consulting, a firm of Chartered Accountants and Management Consultants in Sierra Leone.
viii) John B. Sisay (Non Executive Director, Mano Oil Limited)
Mr. Sisay is currently Chief Executive of Sierra Rutile Limited, a company quoted on the London
Stock Exchange as well as being a director of several other companies. Mr. Sisay started his career in
the mining industry with DeBeers immediately after university for whom he worked for 2 years until
joining American Minerals Limited as Head of Business Development. In 2001, Mr. Sisay joined Sierra
Rutile Limited as Director of Corporate Affairs before becoming an Executive Director of Titanium
Resources Group PLC, the parent company of Sierra Rutile Limited. In 2009, Mr. Sisay became the
Chief Executive of the newly constituted Sierra Rutile Limited, a position which he still holds.
MANO HOLDINGS PLC Private Placement Memorandum
Page 17
A5.5 Salaries and Allowances
It is important that compensation levels are competitive with the prospect of even higher
compensation, through profit sharing, based on the performance of the company.
A5.6 Marketing & Branding
The marketing effort will be decentralised to individual subsidiary companies but who will be guided
by a general group marketing strategy.
Brand Recognition
As part of the brand development, the name ‘Mano’ will feature in all businesses of the group such
that promotion of the name will be a key feature of the branding strategy. A key element of that
strategy must be that the name should be associated with high governance standards, high level of
ethics and conduct, fair employer and partner as well as being commercially driven. Brand
development is to be coordinated at the group level.
A5.7 Financial Strategy and Management
The broad financial strategy of the company is to seek equity capital for its long term funding. The
company will seek debt financing where appropriate but the company will ensure that its levels of
leverage are not unsustainable.
Operationally, financial management will involve:
a) The development of a financial management policy and procedures
b) The establishment of an accounting and financial management system linked to the core
operations. The automation process should reduce the required staff count as well as make
available information on a timely basis.
A5.8 Operational Strategy
The operational strategy at the group would involve evaluation of opportunities, which, if approved,
will be executed via a subsidiary company; hence the establishment of Mano Oil Limited. The
operational strategy is governed by 2 key factors.
a) Undervalued Businesses
Our company will seek to acquire undervalued business which can be restructured to improve overall performance in terms of cashflow and profitability.
b) Emerging Business Areas
There are new and emerging business areas such as fibre optic network distribution which would
benefit from the expertise within our company. As a board, we see great opportunities in
developing and controlling the business infrastructure for the future.
c) Key Sectors Our company sees opportunities in infrastructure development, natural resources as well as
banking and finance, insurance and other productive sectors.
MANO HOLDINGS PLC Private Placement Memorandum
Page 18
A5.9. Business Prospects
The business prospects of the company are inextricably tied up with the strategy of the company
and its adoption of suitable structures, systems and personnel.
The organisational and management structure of Mano Holdings PLC will be very focussed with a
small staff complement whose business is driven by technology insofar as this reduces operating
costs, therefore ensuring the long term profitability of the business. The overall business prospects
will be enhanced by an employee bonus scheme aimed at creating incentives for all employees.
At this stage, it is not possible to produce credible financial forecasts owing to the fact that the
company is at an embryonic stage and there is as yet, no discernable business on which to base the
forecasts. However, the company has prepared a pro forma statement of net assets (Section A10)
which gives an indication of the current financial statement of the business.
A6. Dividend Policy
Whilst the company proposes to pay dividends at appropriate levels, the company views capital
growth as the primary mechanism to reward shareholders and that dividend levels will reflect this. It
is for this reason that a stock exchange listing is considered to be important and will be done as soon
as practicable.
A7. Corporate Governance
The Board of Directors (the “Board” and each Board member, a “Director”) plays a number of key
roles, one of which is the oversight of corporate governance. Management will be delegated to the
Chief Executive and his executive management team, which will follow board-approved governance
policies.
The company has put in place corporate governance policies including a Board Manual incorporating
Board Rules as well as a Code of Conduct. The Corporate Governance Policy (CG Policy) ensures that
the Board is accountable to all shareholders and is committed to understanding shareholders’ needs
and to evaluating systematically, economic, social, environmental, and ethical matters that may
affect their interests. Each Director is required to exhibit high standards of integrity, commitment,
and independence of thought and judgement. The Board also takes into account the interests of
other stakeholders. The “CG Policy” follows set principles of good corporate governance that
demands a strong commitment from the Board and management, so that the proper behaviour and
examples are established throughout the company.
Prior to the commencement of full operations, the board will approve the following policy
guidelines:
a) Investment Policy
b) Operational Policy including procedures
c) Financial Policy and Procedures
d) Information and Communications Technology Policy
e) Human Resource Management Policy
f) Conditions of Service
MANO HOLDINGS PLC Private Placement Memorandum
Page 19
In addition, the overall strategic and operational work of the company will be guided by a 5-year
strategic plan incorporating full financial forecast including an Income Statement, Balance Sheet
and Cashflow Statement.
A8. Company Liabilities
This section sets out the primary liabilities of the company.
Major Liabilities as at 31st January 2012
Name of Creditor Amount
Pennarth Greene & Company Limited
(Financial Advisers)
Financing fees equivalent to 2.75% of funds raised for
work done in relation to the financing of the company
and its subsidiary companies. This will be paid primarily
in equity shares in the company at par value.
Pennarth Greene & Company Limited
(Management Advisers)
Management fees equivalent to USD 120,000, payable,
mostly in equity shares, for the entire management of
the company and its subsidiary company, Mano Oil
Limited for 2012.
Messrs BMT Law
(Corporate Secretary & Legal Advisers)
Fees are payable as part of the retainership contract but
whose value remain undetermined as a result of the
complexities of the oil bidding process, and the need to
engage external professional legal expertise as well as
preparation of contractual terms with technical and
exploration partners. Fees also relate to acting as
Corporate Secretary.
A9. Company Assets
There are no major assets.
A10. Balance Statement as 31st January 2012.
Section A10 presents a balance sheet statement of net assets as at 31st January 2012
MANO HOLDINGS PLC Le, million Balance Sheet as at 31st January 2012
- - CostLand & Buildings - Plant, Equipment & Fittings - Motor Vehicles - Intellectual Property Rights 14,047.2
DepreciationLand & Buildings - Plant, Equipment & Fittings - Motor Vehicles - Intellectual Property Rights -
14,047.2
At Cost 14,047.2 Cum Depreciation - Net Book Value 14,047.2
Investments - intangibles - Other - Total Fixed Assets 14,047.2
Current Assets (CA)Stock - Debtors - Other Debtors - Investments (inc bank deposits) - Bank 48.4 Cash - Other Debtors/Prepayments - Total Current Assets 48.4
Current Liabilities (CL)Trade Creditors - Other Creditors 9.8 Bank Overdraft - Goods & Services Tax - Dividends - Corporate Taxation - Short term loans - Payroll & Other Liabilities - Other Creditors/Liabilities - Total Current Liabilities 9.8
Net Current Assets / (Liabilities) 38.6 Total Assets Less Current Liabs 14,085.8
Long Term Liabilities (LTL)Loans / Debentures / Preference Shares - Other Long Term Creditors 1 - Total Long Term Liabilities (LTL) -
Net Assets / Worth 14,085.8
Financed By : Ordinary Share Capital 14,100.0 Share Premium - Reserves 1 inc Revaluations - Reserves 2 - Retained Profit 14.2- Equity Shareholders' Funds 14,085.8
Preference Capital - Minority Equity Interest -
CAPITAL & RESERVES 14,085.8
MANO HOLDINGS PLC Private Placement Memorandum
Page 21
A11. Risk Factors
There are several assumptions and risk factors which exist and against which the management is
taking action.
Plan Assumptions and Risks identified Impact and risk management (of a failure in
the plan assumption)
1 Assumption – that the company will be
allocated an oil block by the Government of
Sierra Leone.
Risk – that the company may not get an oil
block allocation and or may be forced into
partnership with other bidders.
Impact: The company may not achieve its
business plan targets thus undermining the
profitability of the company.
Risk management: A process is already
underway to ensure that the interest of our
company is very much a feature of the oil block
allocation process.
2 Assumption – that the company will able to
identify the necessary skills required to be
able to provide high quality services in such
a specialist area of business.
Risk – that skill shortage may hamper the
business and allow more established
competitors to gain a competitive
advantage.
Impact: The company may not achieve its
business plan targets thus undermining the
profitability of the company.
Risk management: A process is already
underway to identify individuals with the
required skills. Board members also have
substantial business experience such that the
company would be able to benefit from their
expertise, knowledge and contacts.
3 Assumption - that oil companies will be
willing to use the services of a newly
established oil services company in the
absence of any requirement on local
content.
Risk – That oil companies may have already
established links with oil service providers
whose services they may prefer to use.
Impact: Projected levels of business activity
may not be achieved.
Risk management: Bidding for oil blocks
represents one way of mitigating risk as
contractual terms will require engagement of
our company as an oil services provider.
4 Assumption – that the company will be
able to raise adequate capital from Sierra
Leonean investors to allow it to operate
effectively.
Risk – that the company may not be able to
raise the required level of capital especially
prior to the allocation of an oil block.
Impact: This would thus underline the concept
of the widest possible shareholding amongst
Sierra Leoneans.
Risk management: An early start to the capital
raising effort as well as a detailed briefing
programme should ensure that a good number
of Sierra Leoneans can participate in the equity
offering.
MANO HOLDINGS PLC Private Placement Memorandum
Page 22
PART B FINANCIAL ADVISERS’ REPORT
January 2012
The Directors, MANO HOLDINGS PLC, Freetown
Dear Sirs
Re: MANO HOLDINGS PLC
We write further to the placement memorandum issued in respect of the issue of 18,ooo,000,000 ordinary
shares of Le 1.00 each at Le 1.00 per share, the draft of which we have sighted. The memorandum does not
include financial forecasts of the Company as there is as yet no discernable business on which to base profit
forecasts.
A pro forma statement of net assets has been prepared which gives an indication of the financial position of
the company as at 31st January 2012.
Consent
We consent to the inclusion of this report in the Prospectus and accept responsibility for this report.
Yours faithfully
Pennarth Greene & Company Limited
MANO HOLDINGS PLC Private Placement Memorandum
Page 23
PART C ACCOUNTANT’S OPINION
The company does not feel that an accountant’s opinion is required for this private placement.
MANO HOLDINGS PLC Private Placement Memorandum
Page 24
PART D LEGAL OPINION
The Board of Directors, MANO HOLDINGS PLC, Freetown
The Board of Directors, Pennarth Greene & Company Limited, Freetown
Dear Sirs,
Re: Legal Due Diligence – MANO HOLDINGS PLC (the ‘Company’)
We have considered a number of issues as part of the legal due diligence relating to the sale of shares in the
Company. Please note also the terms defined in the Prospectus have the same meaning in this Opinion.
For the purposes of this Opinion, we have assumed:
a) that all the information supplied to us by the Company and its officers and advisers is
true, accurate and up to date as indicated;
b) the genuineness of all signatures on all documents, and the completeness, and the
conformity to documents of all copies submitted to us;
c) that the agreements with respect to the Financial Advisers and the Legal Counsel have
been authorised and duly executed and delivered by the parties to those documents.
Based upon the information supplied to us and subject to the qualifications set out below, we are of the
following opinion.
The Company is a public company with limited liability which was incorporated under the Companies Act,
2009 of the Republic of Sierra Leone on and whose certificate of incorporation is dated 19 August 2011 with
incorporation reference number C.F. 788/2011.
The private placement (the ‘Placement’) of 18,000,000,000 Ordinary shares of Le 1.00 per share (the
‘Shares’) has been approved by the Board of Directors of the Company. We have been informed by the
Board of Directors that it is not the intention of the Company to offer the Shares to the public hence the
requirement for the preparation of a prospectus under the provisions of the Companies Act 2009 does not
arise but the Company would have to deliver to the Corporate Affairs Commission/Registrar of Companies
for registration, a Statement in lieu of prospectus in compliance with the provisions of the Companies Act at
least three days before the allotment of any of the Shares. We are of the opinion that the information
required, as set out in the Second Schedule of the Companies Act, is readily available from the contents of
the Prospectus.
MANO HOLDINGS PLC Private Placement Memorandum
Page 25
To the best of our knowledge, there is no material litigation, prosecution or other civil or criminal legal
action in which the Company or any of its Directors is involved.
The Memorandum and Articles of Association contains the normal clauses for any public company limited by
shares.
The company has submitted an application for an oil block but this application will need to be resubmitted as
required by the Petroleum Directorate in line with the Petroleum Exploration and Production Act 2011. We
anticipate that the company will resubmit its application by the deadline date of 30th March 2012.
This opinion relates only to the laws of the Republic of Sierra Leone. No opinion is expressed as to any other
law or the validity or enforceability of any agreement in any other jurisdiction.
Consent
We consent to the inclusion of this report in the Prospectus and accept responsibility for this report.
Yours faithfully
Messrs BMT Law
MANO HOLDINGS PLC Private Placement Memorandum
Page 26
PART E ADDITIONAL INFORMATION
E1. Incorporation and Status of the Company
The Company was incorporated on 19th August 2011 as a public company limited by shares under the
Companies Act 2009. The name of the Company is “MANO HOLDINGS PLC” with registered office
situated in Freetown, Sierra Leone.
E2. Share capital of the Company
The authorized share capital of the company at registration is 50,000,000,000 shares of Le 1.00 each.
E3. Subsidiary
The company currently has a subsidiary company, Mano Oil Limited. It is anticipated that other
subsidiary companies will be created in due course.
E4. Assets
There are no substantive assets as at 31st January 2012 other than those mentioned in the statement
of net assets as per the balance sheet of 31st January 2012.
E5. Memorandum and Articles of Association
The company is governed by a Memorandum and Articles of Association, a copy of which is available
for viewing at the company’s premises.
E6. Directors’ and Other Interests
Below is a list of other current directorships held by the Directors of Mano Holdings PLC and Mano
Oil Limited.
Name Other Directorships
Alex Kamara
a) Standard Chartered Bank (Sierra Leone) Limited (Chairman)
b) Sierra Rutile Limited
c) CEMMATTS Group Limited
Len Gordon-Harris a) Choitrams Memorial Hospital
Mohamed B. Cole
a) Reliance Insurance Trust Corporation Limited (Chairman)
b) NP Limited (Managing Director)
c) Ecobank (Sierra Leone) Limited (Chairman)
d) Leonoil Company Limited
Kadi R. Saccoh a) Bank of Sierra Leone
Solomon J. Samba
a) Sierra Leone Stock Exchange (Chairman)
b) Aureol Insurance Company Limited (Managing Director)
c) Sierra Leone Business Forum
d) WAICA Reinsurance Corporation PLC
Ayodeji D. Scott-Boyle a) Dayemi Limited
MANO HOLDINGS PLC Private Placement Memorandum
Page 27
b) Songhai Investments PLC
Buffy B. Bailor
a) Pennarth Greene & Company Limited
b) Sybuff Mining Limited
c) Fairview Leisure Limited
d) Commissioner, National Commission for Privatisation (NCP)
John B. Sisay a) Sierra Rutile Limited
b) Imatrix Limited
c) Vimetco Sierra Leone (Sierra Minerals Holding 1, Limited)
d) Gold Tree
E7. Service Agreements/Letters of Appointment
Copies of the Director’s Service Agreement are also available for inspection.
E8. Additional Information on the Board
The ordinary remuneration of the Directors shall from time to time be determined by an Ordinary
Resolution of the company and shall be divisible among the Directors as they may agree, or failing
agreement, equally, except for any Director who shall hold office for only part of the period.
Any Director who is appointed to any executive office or who serves on any committee or who
otherwise performs services which in the opinion of the Directors are outside the scope of the
ordinary duties of a Director, may be paid such extra remuneration by way of salary, percentage of
profit or otherwise as the Directors may determine.
Additional information is found in the Memorandum and Articles of Association
E9. Share Option Participation Scheme
There is presently no share option scheme in place.
E10. Warrant Instruments
There are no warrants issued.
E11. Material contracts
E11.1 A contract has been entered into with Messrs Pennarth Greene & Company Limited to act as
management advisers i.e. manage the company until executive management is appointed.
This includes development of company policies, business plans as well as development of the
oil services business of Mano Oil Limited.
E11.2 A contract has been entered into with Messrs Pennarth Greene & Company Limited to act as
financial advisers in relation to the private placement of shares proposed in this document.
E11.3 A contract has also been entered into with Messrs BMT Law for the provision of
comprehensive legal services to Mano Holdings PLC and Mano Oil Limited.
MANO HOLDINGS PLC Private Placement Memorandum
Page 28
E12. Documents available for inspection
The following documents are available for inspection from 1st February 2012 at the offices of Messrs
Pennarth Greene & Company Limited
a) Copies of this Placement Memorandum
b) Memorandum and Articles of Association
c) Directors (Non Executive) Service Contract
d) Petroleum Exploration and Production Act 2011
e) Board manual including board rules and code of ethics
f) Financial Advisers Report
g) Legal Advisers Report
E13. Issuing House & Financial Advisers
Pennarth Greene & Company Limited
6th Floor, Aureol House, 22 Wallace Johnson Street, Freetown
Tel: +232 22 227447, +232 76 904185, Fax: +232 22 229008
Email: info@pennarthgreene.com
Company
Mano Holdings PLC
6th Floor, Aureol House, 22 Wallace Johnson Street, Freetown
Email: privateplacement@manosl.com
Receiving Bank
Rokel Commercial Bank Limited
Siaka Stevens Street, Freetown
Account No: SLL 13-6136739
Account No: USD 13-1771478
MANO HOLDINGS PLC Private Placement Memorandum
Page 29
E14. SHARE APPLICATION FORM (Private & confidential, not for circulation)
To: The Board of Directors, MANO HOLDINGS PLC
6th Floor, Aureol House, 22 Wallace Johnson Street, Freetown, Sierra Leone
Sub: APPLICATION FOR PRIVATE PLACEMENT OF EQUITY SHARES I/We having read and understood the terms of offer and the instructions, apply for the allotment of equity shares to me/us. The application is an
irrevocable offer by me/us. The amount payable on application as shown below is remitted. On allotment, please place my/our name(s) on the
Register of Shareholder(s). I/We bind myself/ourselves by the provisions as contained in the scheme.
In Figures In words
No. of shares
Amount (USD)
Date: SI No:
FOR OFFICE USE ONLY
Date of receipt of application
I am/we are applying as (Tick whichever is applicable)
Cheque/Demand
Draft drawn on
Cheque /
DD No
Date Amount (Le) Individual ( ) Society/Trust ( )
Mutual Fund ( ) Company ( )
Others ( )
APPLICANT’S NAME IN FULL [Company, Society/Trust, Mutual Funds, Others]
Name Address and Contact Details SPECIMEN SIGNATURE (S)
Address:
Phone No:
Mobile No:
Email:
APPLICANT’S NAME IN FULL [Individuals]
Name Address and Contact Details SPECIMEN SIGNATURE (S)
Sole/First
Address:
Phone No:
Mobile No:
Email :
Second
Address:
Phone No :
Mobile No :
Email:
Nominee’s Name for
sole/first applicant
------------------------------------------------------- TEAR HERE --------------------------------------------------------
Received from
________________________________
______________________________________
______________________________________
______________________________________
An application for__________ equity shares
along with cash/cheque/draft
No._________ dated __________ Drawn on
________________________________
______________for Le _______________
Receiver’s Stamp
Received on
Note: Cheques and drafts are subject to realization
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