PRIVATE PLACEMENT MEMORANDUM · 100% owned subsidiary company, Mano Oil Limited) being offered by the Government of Sierra Leone. Assuming a successful bid, the oil block will be

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.


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.


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


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.


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


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


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


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)


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: [email protected]

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


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


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


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


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


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


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


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


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.


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.


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


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


(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.


(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


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.


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



Page 23

PART C ACCOUNTANT’S OPINION

The company does not feel that an accountant’s opinion is required for this private placement.


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.


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


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


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.


Page 28

E12. Documents available for inspection

The following documents are available for inspection from 1st February 2012 at the offices of Messrs


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


6th Floor, Aureol House, 22 Wallace Johnson Street, Freetown

Tel: +232 22 227447, +232 76 904185, Fax: +232 22 229008

Email: [email protected]

Company

Mano Holdings PLC

6th Floor, Aureol House, 22 Wallace Johnson Street, Freetown

Email: [email protected]

Receiving Bank

Rokel Commercial Bank Limited

Siaka Stevens Street, Freetown

Account No: SLL 13-6136739

Account No: USD 13-1771478


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