1

ADMISSION DOCUMENT

OF

NOVUS PROPERTIES LTD

(“NOVUS” or the “Company”) (Incorporated and registered in Mauritius under the Companies Act 2001 on 8 December 2005 and

bearing registration number 59917 and Business Registration Number C59917)

in respect of

The admission of 13,778,700 ordinary shares of NOVUS PROPERTIES LTD at Rs 8.75 on the

Development and Enterprise Market of the Stock Exchange of Mauritius Ltd by way of an introduction.

This document must be read in its entirety and if you are in any doubt about the contents of

this Admission Document, you should consult your investment dealer, bank manager,

accountant or other independent financial adviser who specialises in advising on the acquisition

of the subject ordinary shares.

2 October 2014 Registered Office: Bowen Square, Dr Ferriere Street Port Louis Tel: 230 211 9831

LEC reference number: LEC/I/06/2014

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This Admission Document has been prepared for the purpose of complying with the laws of

Mauritius and the DEM Rules issued by the Stock Exchange of Mauritius Ltd.

The Admission Document includes particulars given in compliance with the DEM rules

of the Stock Exchange of Mauritius Ltd, the Securities Act 2005 and the Securities

(Public Offers) Rules 2007, for the purpose of giving information with regards to NOVUS

PROPERTIES LTD, the Company.

This document should be read in its entirety for full appreciation. If you are in doubt

about the action you should take, you should consult your investment dealer, bank

manager, accountant or other independent financial adviser immediately. A

prospective investor should be aware of the risk of investing in the Company and

should make the decision to invest only after careful consideration.

This document is intended only for the use of the person to whom it is addressed and

is not to be redistributed, reproduced, or used, in whole or in part, for any other

purpose. Securities shall not be issued under Admission Document more than 6 months

after the date that this Admission Document was granted approval for listing by the

Listing Executive Committee.

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Contents 1. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................................................ 6

2. PERSONS RESPONSIBLE ................................................................................................................................. 7

2.1. DECLARATION BY DIRECTORS ................................................................................................................ 7

2.2. Disclaimer of the Listing Executive Committee and the Financial Services Commission .................. 9

3. INFORMATION ABOUT NOVUS ................................................................................................................... 10

3.1. HISTORY AND DEVELOPMENT OF NOVUS ........................................................................................... 10

3.2 CHRONOLOGY OF EVENTS & INVESTMENTS ........................................................................................ 10

4. BUSINESS OVERVIEW ................................................................................................................................... 11

4.1 Business objectives ................................................................................................................................ 11

5. ORGANISATIONAL STRUCTURE ................................................................................................................... 12

6. INVESTMENT PROPERTY & PROPERTY, PLANT AND EQUIPMENT ............................................................ 12

7. CORPORATE GOVERNANCE .......................................................................................................................... 13

7.1 Management .......................................................................................................................................... 13

7.2 Third Party Information ........................................................................................................................... 14

7.3. POTENTIAL CONFLICTS OF INTEREST ................................................................................................... 15

7.4. REMUNERATION AND BENEFITS .......................................................................................................... 15

7.5. EMPLOYEES ........................................................................................................................................... 15

8. RISK FACTORS ............................................................................................................................................... 15

8.1. RISKS RELATING TO THE BUSINESS ...................................................................................................... 15

8.1.1. Economic risk ................................................................................................................................. 15

8.1.2. Revenue fluctuation risk .............................................................................................................. 15

8.1.3. Joint Venture risk ........................................................................................................................... 16

8.2. RISKS RELATING TO THE PROPERTY INDUSTRY ................................................................................. 17

8.2.1. Risks from Competitors ................................................................................................................. 17

8.2.2. Changes in tax laws, regulations and policies .............................................................................. 17

8.2.3. Decline in property prices ............................................................................................................. 17

8.3. RISKS RELATING TO THE SHARES OF NOVUS .................................................................................... 17

8.3.1. Dividend policy ............................................................................................................................... 17

9. OPERATING AND FINANCIAL REVIEW ......................................................................................................... 18

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9.1 OPERATING RESULTS ............................................................................................................................. 18

10. RESEARCH AND DEVELOPMENT ................................................................................................................ 18

12. MAJOR INFORMATION ON SHAREHOLDERS* .......................................................................................... 19

11. KEY HIGHLIGHTS – FINANCIALS AND RATIOS ........................................................................................... 19

13. RELATED PARTY TRANSACTIONS ............................................................................................................... 19

14. FINANCIAL INFORMATION ........................................................................................................................ 20

14.1. Historical Financial Information and Financial statements .............................................................. 20

15. ADDITIONAL INFORMATION ..................................................................................................................... 21

15.1. SHARE CAPITAL ..................................................................................................................................... 21

15.2. CONSTITUTION .................................................................................................................................... 21

16. MATERIAL CONTRACTS .............................................................................................................................. 22

17. HOLDERS OFFERING TO SELL SECURITIES ................................................................................................. 22

18. Net Asset Value (NAV) ............................................................................................................................... 23

19. EXPENSE OF THE ADMISSION .................................................................................................................... 23

20. DOCUMENTS AVAILABLE FOR INSPECTION ................................................................................................. 23

APPENDICES ...................................................................................................................................................... 24

5

GLOSSARY

AD Admission Document

AXYS AXYS Group Ltd

DEM Development and Enterprise Market of the Stock Exchange of Mauritius Ltd

FSC The Financial Services Commission

GBBP Grand Baie Business Park

LEC Listing Executive Committee of the Stock Exchange of Mauritius Ltd

MDA MDA Properties Ltd

NOVUS NOVUS PROPERTIES LTD and its subsidiaries

PAT Profit After Tax

PEL Powertech Engineering Ltd

PLR Prime Lending Rate

RRL Record Realty Ltd

SEM The Stock Exchange of Mauritius Ltd

The Group NOVUS PROPERTIES LTD and its subsidiaries

The Company NOVUS PROPERTIES LTD

UIL United Investments Limited

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1. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements of this AD, statements made in press releases and/or oral statements that

may be made by the Company, its Directors or Executive Officers or by the Current

Shareholders or its employees acting on behalf of the Company, that are not

statements of historical facts, constitute “forward- looking statements,” which involve

known and unknown risks, uncertainties and other factors which could cause actual

results, performance or achievements to be materially different from any future

results, performance or achievements expected, expressed or implied by such forward-

looking statements. Some of these statements can be identified by the use or presence

of forward-looking terms such as “expect”, “believe”, “if”, “plan”, “intend”, “estimate”,

“anticipate”, “may”, “will”, “would” and “could”, “forecast” or similar words and

phrases. However, it should be noted that these words are not the exclusive means

of identifying forward-looking statements. Therefore, given the risks and uncertainties

explained above, undue reliance should not be placed on these statements which

apply only as at the date of this AD.

Neither the Company nor the Current Shareholders or any other person represent or

warrant that the Company’s future results, performance or achievements will be as

discussed in those statements.

The Company’s future results may differ materially from those anticipated in these

forward-looking statements as a result of the risks that may be faced by the Company.

The Directors disclaim any responsibilities to update any of those forward-looking

statements or to publicly announce any revision to those forward-looking statements

to reflect future developments, events or circumstances, even if new information

becomes available or other events occur in the future subject however to the provisions

of the FSC and the DEM Rules regarding continuing disclosure.

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2. PERSONS RESPONSIBLE

2.1. DECLARATION BY DIRECTORS

This document is not an invitation to the public to subscribe to ordinary shares of the

Company but is issued in compliance with the DEM rules for the purpose of giving

information to prospective shareholders of the Company.

This Admission Document includes particulars given in compliance with the DEM

rules for the purpose of giving information with regard to the Company. The

Directors, whose names appear on page 9, accept full responsibility for the accuracy

or completeness of the information contained in this Admission Document and confirm,

having made all reasonable enquiries that to the best of their knowledge and belief there

are no other facts the omission of which would make any statement herein

misleading.

They furthermore declare that to the best of their knowledge and belief, and after

having made due and reasonable enquiries, that this Admission Document comply

where applicable, with the DEM Rules, the Companies Act 2001, the Securities Act 2005

and with the rules made under these Acts.

Save as disclosed in this Admission Document, the Directors also confirm that they have

no potential conflicts of interest between their duties to the Company and their private

interests or any other duties. The directors further confirmed that there are no

governmental, legal or arbitration proceedings in a period of 12 months following the

listing of NOVUS.

The Directors, after having made due and careful enquiry, are of the opinion that the

working capital available to the Company will be sufficient to satisfy its present

requirements, for at least twelve months from the date of issue of this Admission

Document. The Directors further undertake that NOVUS will increase the number of

shareholders to 100 within the following 12 months of Listing.

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The Directors certify that no material change in the financial or trading position of the

Company has taken place since the last audited accounts and that no subsequent

interim reports or negative statements have been published to date.

Approved by the Board of the Company and signed on its behalf by:

………………………………………

Name: Michel Guy RIVALLAND

Executive Director

………………………………………

Name: Jean Didier MERVEN

Executive Director

………………………………………

Name: Laurent BOURGAULT DU COUDRAY

Executive Director

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2.2. Disclaimer of the Listing Executive Committee and the Financial Services Commission

An application has been made for the listing of the ordinary shares of the Company on the

DEM. Permission has been granted by the LEC on 2 October 2014 for the listing of the

Company on the DEM on 20 October 2014.

This document has been vetted by the LEC in conformity with the DEM Rules of the SEM.

Neither the Listing Executive Committee of The Stock Exchange of Mauritius Ltd, nor The

Stock Exchange of Mauritius Ltd, nor the Financial Services Commission assumes any

responsibility for the contents of this document. The Listing Executive Committee of The Stock

Exchange of Mauritius Ltd, the Stock Exchange of Mauritius Ltd and the Financial Services

Commission make no representation as to the accuracy or completeness of any of the

statements made or opinions expressed in this document and expressly disclaim any liability

whatsoever for any loss arising from or in reliance upon the whole or any part thereof.

The Stock Exchange of Mauritius Ltd, the Listing Executive Committee of the Stock Exchange

of Mauritius Ltd and the Financial Services Commission do not vouch for the financial

soundness of the company or for the correctness of any statements made or opinions

expressed with regard to it.

This AD has been filed with the FSC by NOVUS PROPERTIES LTD.

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3. INFORMATION ABOUT NOVUS

3.1. HISTORY AND DEVELOPMENT OF NOVUS

NOVUS PROPERTIES LTD was incorporated in the Republic of Mauritius on 8 December

2005 under the Companies Act as a private company, limited by shares under

the name of ACMS Private Equity Ltd with a capital of Rs20,000 divided into 200 no

par value shares. The legal name changed to ACMS Property Ltd on 24 March 2008.

Later on 8 January 2014, the Company has been converted into a public Company and

changed its name to NOVUS PROPERTIES LTD on 4 June 2014.

Its registered number is 59917 and its Business Registration Number C59917.

3.2 CHRONOLOGY OF EVENTS & INVESTMENTS

In 2008, NOVUS was entitled the co-promoter for Grand Baie Business Park (GBBP) –

Phase II. GBBP comprises of office spaces in a quiet area of Grand Baie with one common

board room, parking facilities and a nice green and pleasant environment. At completion

of the project in mid-2009, NOVUS sold 14 offices & leased the remaining 22 outlets.

On 25 January 2013, NOVUS amalgamated with Record Realty Ltd (RRL), a private

company limited by shares, which held shares in MDA Properties Ltd (MDA), another well-

known land promoter and property developer in Mauritius. To highlight, MDA has been

the promoter of Kendra and Helvetia shopping malls in St Pierre and VIVEA Business Park.

Through the amalgamation, NOVUS now holds 4.12% of the issued share capital of MDA.

On 31 May 2013, NOVUS acquired Powertech Engineering Ltd (PEL), a company which

holds a land and building in Pailles. The industrial building is fully leased to five

companies, which are mainly in mechanisation and chemicals. The building has extension

potentials to increase its rental space.

Later in 2013, MDA sold Kendra and Helvetia shopping malls to ASCENCIA, in return of

ASCENCIA shares and cash. MDA distributed the proceeds to its shareholders and

consequently, NOVUS received 11,066 ASCIENCIA B shares, listed on the DEM, and cash.

Company Liabilities

As at July 2014, NOVUS has a long term loan facility of Rs35M with the MCB, with interest

charged at PLR + 1.25%. The collaterals given to the loan are the 22 offices of GBBP and

the 4.12% shares owned in MDA.

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4. BUSINESS OVERVIEW

NOVUS principal activity is to acquire, invest and hold investment in real estate located in

Mauritius. In line with this, NOVUS sources rental income from the properties so as to

optimise shareholder returns. The profits of the group are subject to a corporate tax of

15%. On the other hand, dividends paid to the shareholders of the Group are not liable to

tax.

Moreover, an existing tenant of PEL has already expressed his interest to lease the

extension in process. The target month for the completion is 15 November 2014 and the

existing tenant shall start renting the new premises on 1 December 2014 increasing the

turnover by MUR 260K as well as the occupancy rate and profitability. To further mitigate

its risks, NOVUS has binding and long-term contracts (2-3 years) with its tenants with a

minimum of 6 month notice for termination of lease (both commercial and industrial).

4.1 Business objectives

NOVUS’ objectives are to provide dividend income and long term capital gains to its

shareholders. The Company invests in properties that provide rental income and growth

in value. The opportunities & strategy are reviewed and debated by the Board quarterly.

4.2 Purpose of Listing

The purpose of listing is to enable the group to raise capital on the market to finance

other projects that will still maximise returns for the shareholders. Also, it would enable

shares to be traded freely on the DEM platform.

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5. ORGANISATIONAL STRUCTURE

At 30 June 2014, the organisational structure of NOVUS stood as below:

6. INVESTMENT PROPERTY & PROPERTY, PLANT AND EQUIPMENT

NOVUS owns 22 office spaces in GBBP and a land and building in Pailles.

NOVUS PROPERTIES LTD

MDA PROPERTIES LTD (4.12%)

POWERTECH ENGINEERING

LTD (100%)

Land + Building (Pailles)

22 offices in GBBP

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7. CORPORATE GOVERNANCE

7.1 Management

The Board of Directors is entrusted with the overall management of the Group.

Information on the business, working experience, professional qualifications and areas

of responsibilities of the Directors is set out below:–

Full Name

Residential Address

Citizenship

Age

Jean Didier MERVEN

Lobogan Road, Petit Raffray,

Mauritius

Mauritian

58 yrs

Michel Guy RIVALLAND

Coastal Road, Roche Noires,

Mauritius

Mauritian

35 yrs

Laurent BOURGAULT DU

COUDRAY

Jason Court, Queen Mary Ave,

Mauritius

Mauritian

27 yrs

The directors have no direct interest in shares of NOVUS.

Jean Didier MERVEN (co-founder of NOVUS)

In 1991, Didier set up Portfolio and Investment Management Ltd – one of the very first

professional portfolio management companies in Mauritius. Later in 1992, he founded AXYS.

Over the next 22 years, AXYS evolved from these beginnings into a diversified financial

services company. Didier now sits on the AXYS board and is still involved in portfolio

management for the company’s high net worth clients.

Didier is also a director & chairman of United Investments Limited.

Michel Guy RIVALLAND

Michel is the CEO of United Investments Ltd, an investment holding company listed on the

DEM.

Michel started his career at ACMS Ltd in 1999, an asset manager based in Mauritius. In 2004

he acquired a significant shareholding in the company and was subsequently named CEO in

2006. ACMS has since been transformed into a niche financial services group, being AXYS

Group, with activities in asset management, deposit taking, asset financing, stockbroking and

global business with offices in Mauritius and Geneva.

In parallel to AXYS, Michel co-founded an investment company with his partners at AXYS and

started a Greenfield investment in the fertilizer industry, followed by other investments in the

industrial / commercial sector, ICT, industrial gases and seafood sectors. Michel also led the

acquisition of a 40% stake in Mauritius’ leading mid-market hotel operator, Attitude Resorts.

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In 2010, under the leadership of Michel, all partners in these different entities regrouped their

investment in a holding company, United Investments Ltd, with a view to diversify

geographically and expand its existing investments.

Michel is a graduate in Economics, Bsc (Hons), UK.

Other directorship in listed companies:

Michel is a director of United Investments Limited and Les Gaz Industriels Ltd.

Laurent BOURGAULT DU COUDRAY

Laurent Bourgault du Coudray graduated in Accounting and Finance from Curtin

University in Perth, Australia and is a member of the Institute of Chartered Accountants in

Australia. He has worked over four years in Perth providing corporate and international

tax services and is, since January 2013, Project Manager at UIL.

See Appendix A: Resolutions for appointment of directors

7.2 Third Party Information

Corporate Identity Name Address

Licenced Auditor Lutchumun & Associates

61, First Floor,

Georgestown Building,

Quatre Bornes

Company Secretary

& Registered

Address

FWM Secretarial Services Limited

Bowen Square,

Dr Ferriere Street,

Port Louis

Principal Banker The Mauritius Commercial Bank Ltd Sir William Newton Street,

Port Louis

Legal Advisor Sivakumaren Mardemootoo, C/o

Mardemootoo Sollicitors

3rd Floor, Jamalac Building,

Vieux Conseil Street,

Port Louis

Listing Agent AXYS Stockbroking Ltd

Bowen Square,

Dr Ferriere Street,

Port Louis

Registry & Transfer

Agent MCB Registry and Securities Ltd

Sir William Newton

Street, Port Louis

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7.3. POTENTIAL CONFLICTS OF INTEREST

In general, a conflict of interest arises when any Director, Controlling Shareholder or their

associates is carrying on or has any interest in any other corporation carrying on the

same business or dealing in similar products as the Group.

The Directors, Controlling Shareholders or their associates in other corporations does not

hold any interest in similar businesses as the Group.

7.4. REMUNERATION AND BENEFITS

There are no director fees expensed in NOVUS. There is however a general management fee

(Rs 96,000 annually) payable to United Investment Limited, NOVUS’ Management Company.

7.5. EMPLOYEES

Except for its executive directors, NOVUS does not have any employees so far since its

management is outsourced to UIL. Should the business require any employees in future, it

shall recruit accordingly.

8. RISK FACTORS

8.1. RISKS RELATING TO THE BUSINESS

8.1.1. Economic risk

The Company’s business is dependent on the continuous expansion of the Mauritian

economy. The property development & management market in Mauritius may be

impacted by political, economic, regulatory, social or diplomatic developments

affecting the respective property sectors generally. Changes in inflation, interest rates,

taxation or other regulatory, economic, social or political factors affecting the areas

where our property developments are located or any adverse developments in the

supply, demand and prices of office/building space in the property sector, may impact

on our business. The Company’s property development business is also subject to the

cyclical nature of the property industry and as such, any downturn in the property

development markets in Mauritius, in which it operates, will have an impact on its

business operations, financial performance and financial condition.

8.1.2. Revenue fluctuation risk

Revenue may fluctuate from period to period. As the group derives revenue from the

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sale and mostly rental of properties, its performance may be affected by demand for

properties, the price at which these can be resold and/or rented out, and the occupancy

rate of the properties held, with regards to the property market in Mauritius. A decrease

in occupancy will decrease the revenues and an increase in occupancy rate will increase

revenues.

8.1.3. Joint Venture risk

The Group may, as a matter of business strategy, from time to time enter into property

development, property investment and construction projects through the formation of

joint ventures. These joint ventures involve a certain amount of business risks such as

the inability or unwillingness of joint venture partners to fulfil their obligations under

the joint venture agreements (if any).

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8.2. RISKS RELATING TO THE PROPERTY INDUSTRY

8.2.1. Risks from Competitors

There are other property developers undertaking property development and

investment projects in Mauritius. Competition among property developers may result

in, among others, increased acquisition costs of land for development and from

oversupply of properties in certain parts of Mauritius.

8.2.2. Changes in tax laws, regulations and policies

Changes in governmental regulations or policies may have an impact on the

business, financial performance, future growth and prospects of the Group.

8.2.3. Decline in property prices

Property prices in Mauritius are affected by not only supply and demand but also,

local market expectations and/or economic slowdown. These factors could dampen the

Group’s financial results.

8.3. RISKS RELATING TO THE SHARES OF NOVUS

8.3.1. Dividend policy

NOVUS aim to distribute at least 90% of its PAT to its shareholders, subject to the company

meeting the Solvency Test and no capital is needed for future investments which would

enhance shareholders’ returns.

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9. OPERATING AND FINANCIAL REVIEW

9.1 OPERATING RESULTS

I. In its first year of operation (i.e. year ended June 2010), NOVUS mainly derived

income from the sale of offices that were completed during that financial year. Since

2011, NOVUS’ main source of income shifted from the sale of offices to the rental of

offices. NOVUS started with a high gearing (i.e. >200%) which it managed to lower

down through the consecutive business years as shown in the Key Highlights on the

next page.

II. During the year ended June 2012, NOVUS increased its revenue generated from rental

properties and the turnover turned out to be stable in 2013 since occupancy rate

were kept more or less constant at 85%. The major events which are reflected in the

2013 financial statements are:

a. Consolidation of NOVUS & PEL accounts to account for the acquisition of 100% of

PEL. The acquisition took effect in June 2013 therefore the consolidated profit &

loss only reflects one month of PEL activities; and

b. An increase in the fair value for the investment property of Rs29m following a

valuation performed by an independent valuer, GEXIM Real Estate Ltd.

III. During the year ended June 2014, the turnover has increased considering the

additional income from PEL as well as the dividend income from MDA Properties. The

expenses have also increased along with the new acquisition. The costs for repairs and

maintenance have been above the normal range this year to ensure the quality of our

investment properties remain at an acceptable and marketable level. The profit has

increased marginally this year.

10. RESEARCH AND DEVELOPMENT

The directors and shareholders keep searching the market for potential acquisition and

property investments.

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11. KEY HIGHLIGHTS – FINANCIALS AND RATIOS

Details 2010 2011 2012 2013 2014E 2015F

Turnover/ MUR 22.6M 8.5M 6.6M 7.5M 9.9M 10.5 M

Gross Profit/MUR 5.9M 4.3M 6.4M 7.2M 8.5M 10.0M

Profit before Tax/MUR (1.0M) 1.4M 2.1M 2.3M* 1.9M 5.5 M*

Gearing Ratio 204% 171% 145% 78% 33% 33%

* Excluding fair value adjustment on investment property (GBBP)

12. MAJOR INFORMATION ON SHAREHOLDERS*

Shareholder Direct Interest Indirect Interest

FIREFOX LTD 33.6% 1.1%

PITOT Michel 9.9% -

MAYER Arnaud 7.7% -

GOLDSTREAM LTD 7.1% 0.9%

UNITED INVESTMENTS LTD

6.7% -

LAGESSE Robert REY 6.2% -

* Shareholders with more than 5% ownership

13. RELATED PARTY TRANSACTIONS

The Leases of office premises by PEL to Parts Supply Services Ltd (PSSL) and SCETIA

Holding Ltd (SCETIA) may be considered as a related party transaction on the basis

that:

Michel Guy Rivalland and Jean Didier Merven are directors of PEL, PSSL and

SCETIA;

UIL is the ultimate shareholder of PSSL and SCETIA; and

Michel Guy Rivalland is the CEO and director of UIL and Jean Didier Merven

is the Chairman of UIL.

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14. FINANCIAL INFORMATION

14.1. Historical Financial Information and Financial statements

As from June 2013, NOVUS have prepared consolidated financial statements. The audited

results for both group and company for year ending 30 June 2013 is annexed in Appendix B.

The auditors have been Lutchmun & Associates Ltd for the past 5 years. Going forward, the

directors of NOVUS may decide that there will be a rotation of auditors to enhance the

investor’s confidence.

NOVUS has not paid any dividend so far since these have been reinvested to ensure company

growth. The objective of the board of directors is to continue maximising shareholder’s return

by minimising cost to ensure a maximum dividend pay-out.

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15. ADDITIONAL INFORMATION

15.1. SHARE CAPITAL

The stated capital of NOVUS is Rs. 106,042,887.00 divided into 13,778,700 ordinary and fully

paid shares. The shares have no par value. To note, 47.2% of the capital was paid for with

assets held by RRL through the amalgamation. Details of share issues are shown below prior

to share split that occurred in September 2014:-

Date No par value shares Consideration Stated Capital/MUR

8 December 2005 4,000 Cash 200,000

22 November 2013 5,196,000 Cash 26,000,000

20 December 2013 4,875,000 Assets 76,042,915

1 August 2014 3,703,700 Cash 106,042,887

13,778,700

15.2. CONSTITUTION

NOVUS adopted its constitution on the 13 September 2013. Clauses pertaining to the shares

of NOVUS can be seen in Appendix C as per table below:

Details Location

Description of rights attached to Shares Definition of Ordinary Share on Page 11 and

Clause 20.8 on page 41-42 of the constitution

Description of what action is necessary

to change the rights of holders of the

shares

Clause 8.7 on page 18 of the constitution

Description of the conditions governing

the manner in which annual meetings

and special meetings of shareholders

are convened

Clause 20.5, 20.6, 20.7, 20.8 and 20.9 on page

38-44 of the constitution

Description of any provision relating to

change in control of the Company N/A

Description of the conditions governing

changes in the capital Clause 8.2 on page 15-16 of constitution

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16. MATERIAL CONTRACTS

NOVUS has a management contract with UIL, other than those entered in its ordinary course

of business.

17. HOLDERS OFFERING TO SELL SECURITIES

NOVUS will not be issuing any additional shares. However, FIREFOX LTD, major shareholder of

the Company, having its registered office at Bowen Square, Dr Ferriere Street, Port Louis, will

offer 10,000 shares in NOVUS to the market at Rs 8.75 on the first day of Listing.

Terms of the share offer

Dividend

Purpose of the sale

10,000 ordinary shares of NOVUS PROPERTIES LTD held by

FIREFOX LTD will be offered on the market on the first day of

listing at a price of MUR 8.75 each to the public. Under current legislation all dividends are tax free in the hands of

the individual and corporate Mauritian shareholders. This sale will enable the Issuer to have a fair market related price.

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18. Net Asset Value (NAV) NAV of the Group attributable to shareholders as at 30 June 2014

Equity Value of shares MUR 106,042,887 Retained Earnings and Reserves MUR 15,538,185 Total Equity MUR 121,581,072

Total no. of shares 13,778,700 NAV per share MUR 8.82 Listing Price MUR 8.75

19. EXPENSE OF THE ADMISSION

The expenses incurred for the admission of the 13,778,700 ordinary shares of NOVUS are as

per the table below:

Professional services

75,000 Placement & Brokerage Fees

150,000 SEM application & listing fee

75,000

Miscellaneous costs

50,000 Net Expenses

350,000

20. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents will be made available for inspection during normal business hours at the

registered office of the Issuer situated at Bowen Square, Dr Ferriere Street, Port Louis for a minimum

period of 14 days following the issue of this Admission Document:

a) Certificate of Incorporation

b) the constitutional documents of the Issuer;

c) the original copy of this Admission Document;

d) the audited financial statements of the Issuer for the year ended 30 June 2013;

e) the management accounts of the Issuer for the year ended 30 June 2014; and

f) the valuation reports by Gexim Real Estate Ltd on the properties of the Issuer.

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APPENDICES

APPENDIX A Resolutions – Appointment of Directors

APPENDIX B Audited consolidated Balance sheet, Income statement & Statement of

cash flows for year ending June 2013

APPENDIX C Extract of constitution