PLC Debenture Issue 2015

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  • Page 2 PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015

    PEOPLES LEASING & FINANCE PLC

    Prospectus

    Peoples Leasing & Finance PLCDebenture Issue 2015

    www.plc.lk

  • PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015 Page 3

    THE COLOMBO STOCK EXCHANGE (CSE) HAS TAKEN REASONABLE CARE TO ENSURE FULL AND FAIR DISCLOSURE OF INFORMATION IN THIS PROSPECTUS.HOWEVER, THE CSE ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE STATEMENTS MADE, OPINIONS EXPRESSED OR REPORTS INCLUDED IN THE PROSPECTUS. MOREOVER, AS PER THE CSE DEBT SECURITIES LISTING RULES SECTION 2.2.1(i) THE PAR VALUE OF A DEBENTURE SHALL BE HUNDRED RUPEES (Rs.100)

  • Page 4 PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015

    PEOPLES LEASING & FINANCE PLC

    Issue of Forty Million (40,000,000) Listed, Rated, Senior, Unsecured Redeemable Debentures of LKR 100/- each with an option to issue up to a further Twenty Million (20,000,000) Debentures in the event of an over subscription of the initial Forty Million (40,000,000) Debentures

    TO BE LISTED ON THE COLOMBO STOCK EXCHANGE

    ISSUE OPENS ON 5th NOVEMBER 2015

    JOINT MANAGERS TO THE OFFERING

    Peoples Bank Investment Banking Unit NDB Investment Bank Limited,Head Office, No 40, Nawam Mawatha,13th Floor, Colombo 02.No 75, Sir Chittampalam A. Gardiner Mw, Colombo 02.

  • PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015 Page 5

    CORPORATE INFORMATION

    The Company / Issuer Peoples Leasing & Finance PLC

    Legal Form A Private Limited Liability Company, incorporated in Sri Lanka under the Companies Act No 17 of 1982, converted to a Public Limited Company on 14th November 2000 and re-registered under the Companies Act No 7 of 2007 on 29th September 2008.On 17th of October 2012 the Companys name was changed to Peoples Leasing & Finance PLC. The Company was listed on the Main Board of the Colombo Stock Exchange on 24th November 2011.

    Company No PB 647 PQ

    Place of Incorporation 22nd August 1995, Colombo, Sri Lanka

    Company Rating B+/AA- (lka)/ Stable by Fitch Rating Lanka Ltd

    Registered Address No 1161, Maradana Road, Colombo 08. Tel: + 94 11 2631631 Fax: +94 11 2631980 / 81 Email: plclease@plc.lk Website: www.plc.lk

    Company Secretaries Mr. Rohan Pathirage No.75, Sri Chittampalam A Gardiner Mw, Colombo 02. Tel: +94 11 2 481500 Fax: +94 11 2 434550 Auditors to the Company M/s Ernst & Young Chartered Accountants, No 201, De Saram Place, Colombo 10. Tel: +94 11 2 463500 Fax: +94 11 2 697369

    Board of Directors Mr. Hemasiri Fernando Mr. Michael Pradeep Amirthanayagam Mr. Jehan Prasanna Amaratunga Mr. Namasivayam Vasantha Kumar Mr. Johnson Anthony Fernando Mr. Mohamed Anise Mohamed Rizwan Mr. Rathnayake Mudiyanselage Jayasena Dr. Ali Asgar Shabbir Gulamhusein

  • Page 6 PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015

    PARTIES TO THE ISSUE

    Joint Managers to the Issue Peoples Bank Investment Banking Unit Peoples Bank Head office, 13th floor, No.75, Sir Chittampalam A Gardiner Mawatha Colombo 02 Tel: +94 11 2 206795-6 Fax: +94 11 2 458842

    NDB Investment Bank Limited No 40, Nawam Mawatha, Colombo 02. Tel: +94 11 2300385-90 Fax: +94 11 2300393

    Lawyers to the Issue Nithya Partners Attorneys at law No.97A, Galle Road Colombo 03 Tel +94 11 2335579 Fax +94 11 2328817

    Registrars to the Issue SSP Corporate Services (Pvt) Ltd No 101, Inner Flower Road, Colombo 03 Tel +94 11 2573894 +94 11 2576871 Fax +94 11 2573609

    Bankers to the Issue Peoples Bank No.75, Sir Chittampalam A Gardiner Mw, Colombo 02

    Trustee to the Issue Deutsche Bank AG No.86, Galle Road, Colombo 03 Tel +94 11 2447062 Fax +94 11 2576530

    Rating Agency Fitch Ratings (Lanka) Ltd No.15-04, East Tower, World trade Centre, Colombo 01 Tel: +94 11 2 541900 Fax: +94 11 2 541903

  • PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015 Page 7

    LIST OF ABBREVIATIONS

    AER Annual Effective Rate

    ATS Automated Trading System of the Colombo Stock Exchange

    CBSL Central Bank of Sri Lanka

    CDS Central Depositary System (Private) Limited

    CSE Colombo Stock Exchange

    LKR Sri Lankan Rupees

    NIC National Identity Card

    POA Power of Attorney

    PLC Peoples Leasing & Finance PLC

    SEC The Securities and Exchange Commission of Sri Lanka

    SIA Securities Investment Account

    SLIPS Sri Lanka Inter Bank Payment System

    RTGS Real Time Gross Settlement

    SDF Standard Deposit Facility Rate (Previously termed as CBSL Repo rate)

  • Page 8 PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015

    GLOSSARY OF TERMS RELATED TO THE ISSUE

    Applicant(s) Any person(s) who submits an Application Form under this Prospectus

    Application Form / Application The Application Form that constitutes part of this Prospectus through which an Applicant may apply for the Debentures

    Business Day A day (other than a Saturday or Sunday or any Statutory Holiday) on which all licensed Commercial Banks are open for business in Sri Lanka.

    Closing Date 26th November 2015 or such earlier date on which the initial Forty Million (40,000,000) Debentures are fully subscribed or unless otherwise decided by the Company to keep the Subscription List open until subscription of a further Twenty Million (20,000,000) Debentures or part thereof as may be decided by the Company.

    Company / Issuer Peoples Leasing & Finance PLC

    Date of Allotment The date on which the Debentures will be allotted by the Company to the Applicants subscribing thereto

    Date of Redemption The date on which the Redemption/Maturity of the Debentures will take place as referred to in section 1.7 of this Prospectus

    Debentures All of the Listed, Rated, Senior, Unsecured Redeemable Debentures to be issued pursuant to this Prospectus

    Debenture Holder(s) Any person who is for the time being the holder of the Debentures and includes his/her respective successors in title

    Par Value LKR 100/- per Debenture

    Interest Payment Date(s) Debenture Type A

    the dates on which the interest payment shall fall due in respect of the debentures, being Semi- Annually at the expiration of every six (06) month period commencing from the date of allotment of the debentures and thereafter.

    Debenture Type B

    the dates on which the interest payment shall fall due in respect of the debentures, being annually at the expiration of every Twelve (12) month period commencing from the date of allotment of the debentures and thereafter.

    Interest Period Debenture Type A

    the six (06) month period from the date immediately succeeding a particular Interest Payment Date and ending on the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the date immediately succeeding the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date).

  • PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015 Page 9

    Debenture Type B

    the twelve (12) month period from the date immediately succeeding a particular Interest Payment Date and ending on the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the date immediately succeeding the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date).

    Issue The offer of Debentures pursuant to this Prospectus

    Issue Price LKR 100/- per Debenture

    Market Day Any day on which trading takes place at the CSE

    Principal Sum The product of the number of Debentures allotted and Par Value

    Prospectus This Prospectus dated 26th October 2015 issued by Peoples Leasing & Finance PLC

    Redemption Repayment of the Par Value and unpaid accrued interest (if any) with regard to a Debenture to a Debenture Holder, by the Company

    Trust Deed Trust Deed executed between Peoples Leasing & Finance PLC and Deutsche Bank AG, Colombo branch on 5th October 2015

    Entitlement Date Market Day immediately preceding the respective Interest Payment Date or Date of Redemption on which a Debenture Holder would need to be recorded as being a Debenture Holder on the list of Debenture Holders provided by the CDS to the Company in order to qualify for the payment of any interest or any redemption proceeds.

    Senior In relation to the Debentures means that the claims of the Debenture Holders shall in the event of winding up of the company rank in priority to the subordinated creditors of the Company but after the secured creditors of the Company and the preferential claims under section 365 of the Companies Act No 7 of 2007, and also in priority to and over the claims and rights of the shareholders of the Company.

  • Page 10 PEOPLES LEASING & FINANCE PLC - DEBENTURE ISSUE 2015

    ISSUE AT A GLANCE

    Issuer Peoples Leasing & Finance PLC

    Instrument Listed Rated Senior Unsecured Redeemable Debentures

    Listing The Debenture will be listed on the Colombo Stock Exchange

    Number of Debentures An initial Issue of Forty Millio